Torrent Pharmaceuticals Ltd. has entered into definitive agreements to acquire a controlling stake in J.B. Chemicals and Pharmaceuticals Ltd. (JB Pharma) from global investment firm KKR. The transaction, valued at INR 25,689 crore on a fully diluted basis, will be followed by a merger of the two companies.

The acquisition will unfold in two key phases. First, Torrent will acquire a 46.39 percent equity stake in JB Pharma through a share purchase agreement at a consideration of INR 11,917 crore, translating to INR 1,600 per share. This will be followed by a mandatory open offer to public shareholders for up to 26 percent of the company at an open offer price of INR 1,639.18 per share.

Additionally, Torrent has expressed its intention to acquire up to 2.80 percent of shares from certain JB Pharma employees at the same price as offered to KKR, which could take its total holding to nearly 49.19 percent.

The second phase will see a full merger of JB Pharma with Torrent Pharmaceuticals via a scheme of arrangement. Under the terms approved by the boards of both companies, JB Pharma shareholders will receive 51 Torrent shares for every 100 shares held.

Samir Mehta Executive chairman, Torrent, commented, “We are pleased to have on board the JB Pharma heritage and build on the platform for the future. Torrent’s deep India presence and JB Pharma’s fast growing India business, combined with the CDMO and international footprint offers immense potential to scale both revenue and profitability. This strategic alignment furthers our goal of strengthening our presence in the Indian pharma market, and build a larger diversified global presence. Moreover, the CDMO platform provides a new long-term avenue of growth for Torrent.”

Gaurav Trehan, Co-Head of Asia Pacific and Head of Asia Pacific Private Equity, KKR, and CEO of KKR India, said, “JB Pharma’s transformation under our stewardship is a testament to KKR’s ability to scale high-quality companies. We are proud to have collaborated with JB Pharma’s management team, led by Nikhil Chopra, to bring the breadth of KKR’s global experience and operational expertise to support the company’s organic and inorganic growth, and help JB Pharma become one of India’s fastest growing branded pharmaceutical companies. We believe the company is well-positioned for continued growth ahead and wish the team every success in its next chapter with Torrent.”

Nikhil Chopra, Chief Executive Officer and Whole Time Director of JB Pharma, remarked, “Over the past five years, JB Pharma has emerged as one of India's fastest growing pharmaceutical players, owing to KKR's strategic guidance, stewardship of our independent directors and a focused strategic and executional excellence by the management team. We have built a strong foundation to deliver market-leading growth, as well as consistent improvement in profitability in the medium and long term. As we now enter a new chapter alongside Torrent Pharmaceuticals, we are confident that the combined strengths of our organizations will unlock greater opportunities to enhance healthcare access across our markets.”

The deal is expected to bring substantial strategic benefits to Torrent. It provides immediate access to JB Pharma’s robust chronic segment portfolio and allows Torrent to enter untapped therapeutic areas such as ophthalmology. Moreover, the acquisition enhances Torrent’s market share in the Indian pharma market and brings operational efficiencies across multiple functions. It also marks Torrent’s entry into the CDMO space—an area with long-term global potential—and positions the company to consolidate its presence in key international markets, including Russia and South Africa.

Execution of the transaction remains subject to standard statutory and regulatory approvals, including those from the Securities and Exchange Board of India (SEBI), stock exchanges, the Competition Commission of India (CCI), and the National Company Law Tribunal (NCLT).