JB Chemicals & Pharmaceuticals (506943) Investor Presentation summary

Acquisition and merger details

• Torrent Pharmaceuticals to acquire 46.39% stake in JB Pharma for INR 11,917 crore at INR 1,600 per share, triggering a mandatory tender offer for an additional 26% at INR 1,639.18 per share.

• Torrent intends to acquire up to 2.80% equity from certain JB Pharma employees at the same price as KKR.

• Merger will result in Torrent as the surviving listed entity, with a swap ratio of 51 Torrent shares for every 100 JB Pharma shares.

• Key regulatory approvals required include CCI, SEBI, stock exchanges, shareholders, and NCLT.

• Indicative timeline for completion of the merger is 15–18 months, subject to approvals.

Strategic rationale and combined entity overview

• Strategic expansion into high-growth therapeutic areas and strengthened brand equity.

• Combined entity will be the 5th largest pharma company in India by secondary sales and 4th by prescriptions.

• Pro-forma FY25 combined revenue expected to exceed INR 15,000 crore with EBITDA over INR 4,800 crore.

• Operational synergies anticipated across multiple functions to drive long-term value.

• Enhanced market positioning and ranking gains in the Indian pharmaceutical market.

Company performance and market presence

• JB Pharma achieved 18% CAGR in revenue and EBITDA from FY21 to FY25, with India contributing 58% of revenue and strong cardiology brands.

• Torrent Pharma delivered 10% CAGR in revenue and 11% in EBITDA over the same period, with a strong presence in India, US, Brazil, and Germany.

• JB Pharma operates in 40+ countries, with 8 manufacturing facilities and over 5,600 employees.

• Torrent Pharma operates in 50+ countries, with 8 manufacturing facilities and a field force of 6,400.

• Both companies have a significant share in chronic and sub-chronic therapeutic areas.