Description

Torrent Pharmaceuticals Limited announces open offer to acquire up to 4.17 crore equity shares (26% of expanded share capital) of J.B. Chemicals & Pharmaceuticals Limited at INR 1,639.18 per share.

Summary

Torrent Pharmaceuticals Limited has launched an open offer to acquire up to 4,17,45,264 fully paid-up equity shares (representing 26% of expanded share capital) of J.B. Chemicals & Pharmaceuticals Limited at an offer price of INR 1,639.18 per equity share. The open offer is being made in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, pursuant to Regulations 3(1) and 4. The offer is not conditional upon any minimum level of acceptance and is not a competing offer.

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 (26% of expanded share capital)
  • Offer Price: INR 1,639.18 per equity share (cash payment)
  • Face Value: INR 1 per equity share
  • Regulatory Compliance: Made under SEBI (SAST) Regulations, 2011
  • Minimum Acceptance: Not conditional on minimum acceptance level (Regulation 19)
  • Competing Offer: Not a competing offer (Regulation 20)
  • Required Statutory Approvals: Already received as on date of Letter of Offer

Regulatory Changes

No regulatory changes announced. This circular is a disclosure document for an open offer transaction conducted under existing SEBI (SAST) Regulations, 2011.

Compliance Requirements

  • Eligible Shareholders: Must review the Letter of Offer and accompanying Form of Acceptance
  • Recent Sellers: Shareholders who recently sold their equity shares should hand over the Letter of Offer 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 may revise the Offer Price or Offer Size at any time prior to commencement of the last 1 working day before the Tendering Period begins
  • Payment Flexibility: Where statutory approvals extend to some but not all Eligible Shareholders, the Acquirer has the option to make payment to shareholders for whom no approvals are required

Important Dates

  • Letter of Offer Date: 2025-11-13
  • Tendering Period: To be announced (specific dates not provided in this excerpt)
  • Revision Deadline: Offer Price/Size can be revised until 1 working day before Tendering Period commencement

Impact Assessment

Market Impact: This is a significant corporate action in the pharmaceutical sector involving two major players. The open offer for 26% stake at INR 1,639.18 per share represents a substantial transaction value (approximately INR 6,843 crores) and will likely impact trading volumes and price movements in both companies’ stocks.

Shareholder Impact: J.B. Chemicals shareholders receive an exit opportunity at the disclosed offer price. The acquisition will result in change of control dynamics and potential strategic changes in J.B. Chemicals’ operations under Torrent Pharmaceuticals’ influence.

Industry Impact: This consolidation move strengthens Torrent Pharmaceuticals’ position in the pharmaceutical sector and may trigger further M&A activity in the industry. The transaction demonstrates continued consolidation trends in Indian pharmaceutical markets.

Regulatory Significance: The transaction is being conducted under full SEBI (SAST) Regulations compliance with all required statutory approvals already obtained, indicating smooth regulatory clearance for this major acquisition.

Impact Justification

Major corporate action involving takeover of 26% stake in J.B. Chemicals by Torrent Pharmaceuticals at significant premium, material impact on both companies' shareholders and market dynamics in pharmaceutical sector