Description

Torrent Pharmaceuticals Limited announces open offer to acquire up to 26% of expanded share capital of J.B. Chemicals & Pharmaceuticals Limited at INR 1,639.18 per equity share.

Summary

Torrent Pharmaceuticals Limited has announced an open offer to acquire up to 4,17,45,264 fully paid-up equity shares (26% of expanded share capital) of J.B. Chemicals & Pharmaceuticals Limited at INR 1,639.18 per equity share. This offer is made in compliance with SEBI (SAST) Regulations, 2011 and is being sent to all eligible shareholders of the target company. The offer price is payable in cash and is not conditional upon any minimum level of acceptance.

Key Points

  • Acquirer: Torrent Pharmaceuticals Limited (CIN: L24230GJ1972PLC002126)
  • Target Company: J.B. Chemicals & Pharmaceuticals Limited (CIN: L24390MH1976PLC019380)
  • Offer Size: Up to 4,17,45,264 equity shares representing 26% of expanded share capital
  • Offer Price: INR 1,639.18 per equity share (cash payment)
  • Face Value: INR 1 per equity share
  • Regulatory Framework: SEBI (SAST) Regulations, 2011 - Regulations 3(1) and 4
  • Offer Type: Not conditional on minimum acceptance level (Regulation 19)
  • Not a Competing Offer: As per Regulation 20 of SEBI (SAST) Regulations
  • Required statutory approvals have been received as of LOF date

Regulatory Changes

This circular does not announce regulatory changes but implements existing SEBI (SAST) Regulations, 2011 framework for substantial acquisition of shares and takeovers.

Compliance Requirements

  • For Eligible Shareholders: Review the Letter of Offer and accompanying Form of Acceptance to tender shares if interested
  • Recent Sellers: Those who have recently sold equity shares must hand over the LOF and Form of Acceptance to the stock exchange member through whom the sale was effected
  • Acquirer Rights: Under Regulation 18(4) of SEBI (SAST) Regulations, the acquirer can revise the offer price or offer size before commencement of the last working day prior to tendering period
  • Additional Approvals: If any statutory or other approvals become applicable prior to offer completion, the offer would be subject to obtaining such approvals

Important Dates

  • Letter of Offer Date: November 13, 2025
  • Tendering Period: To be announced (acquirer can revise offer until last working day before tendering period commences)
  • Specific dates for tendering period, payment, and settlement to be detailed in subsequent communications

Impact Assessment

Market Impact: High - This is a significant takeover event in the pharmaceutical sector involving acquisition of substantial stake (26%) in J.B. Chemicals & Pharmaceuticals Limited by Torrent Pharmaceuticals Limited.

Shareholder Impact: Eligible shareholders of J.B. Chemicals have the opportunity to exit at the offer price of INR 1,639.18 per share. The offer provides liquidity option and potential premium depending on market price.

Corporate Impact: This acquisition represents a major consolidation move in the pharmaceutical industry and will likely result in change of control dynamics for J.B. Chemicals & Pharmaceuticals Limited.

Regulatory Compliance: The transaction follows established SEBI takeover code requirements, ensuring fair treatment of minority shareholders and transparent price discovery mechanism.

Impact Justification

Major takeover announcement involving 26% stake acquisition in a publicly listed pharmaceutical company at significant premium, material event for shareholders requiring immediate action