JB Chemicals shares: Torrent Pharma to make open offer for 26% stake at Rs 1,639.18 apiece

Torrent Pharmaceuticals Ltd informed stock exchange BSE and NSE that it would come out with an open offer to acquire up to 4,17,45,264 shares in JB Chemicals & Pharmaceuticals Ltd, representing 26 per cent stake for a total consideration of Rs 6,842.80 crore, assuming full acceptance. The open offer would be made at a price of Rs 1,639.18 apiece, determined in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations. 

This was at 8.90 per cent discount to Friday's closing price of Rs 1,799.35 apiece on BSE for JB Chemicals.  

The fresh development comes after listed firm Torrent Pharma announced acquisition of a controlling 46.39 per cent stake in JB Chemicals and Pharmaceuticals from global investment firm KKR. The deal valued the target company at nearly Rs 25,689 crore on a fully diluted basis. Following the acquisition, Torrent Pharma has plans to amalgamate JB Chemicals with itself.

The share acquisition is subject to completion of certain customary closing conditions, including receipt of the CCI approval and the shareholder approval, and is expected to be completed within six months. The open offer will be completed in accordance with the Takeover Regulations, Torrent Pharma said.

"On June 29, 2025, each of the board of directors of the Acquirer and the target company have approved a scheme of amalgamation between the acquirer and the Target Company under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and other applicable law (“Scheme”) pursuant to which, the Target Company will be amalgamated into the Acquirer as a going concern,"  Torrent Pharma said today.

The deal would be done in two phases. In the first phase, 46.39 per cent equity stake will be acquired on a fully diluted basis through a share purchase agreement at a consideration of Rs 11,917 crores (Rs 1,600 per share) followed by a mandatory open offer to acquire up to 26 per cent of JB Pharma shares from public shareholders at an open offer price of Rs 1,639.18 per share.

In addition, Torrent has also expressed its intent to acquire up to 2.80 per cent of equity shares from certain employees of JB Pharma at the same price per share as KKR.

As per the approval given by the board of directors of both companies, upon merger of JB Pharma with Torrent, every shareholder holding 100 shares in JB Pharma shall receive 51 shares of Torrent.

The two pharma stocks will be in focus today.

MOFSL on Monday said acquiring JB Chemicals would be value accretive for Torrent Pharma backed by diversified branded portfolio comprising multiple potential mega brands, pan-India presence through a strong MR field force of 2,800, manufacturing capabilities/capacities for diversified dosage forms, and lozenges-led CDMO business.

"Ex-JBCP, we expect TRP to deliver 12 per cent/14 per cent/23 per cent revenue/Ebitda/PAT CAGR over FY25-27. We value Torrent at 38x 12M forward earnings to arrive at a price target of INR3,430. While the deal is positive, we reiterate our Neutral rating on the stock due to limited upside from the current levels," MOFSL said.

"Torrent and the JB Chemicals have also entered into a merger implementation agreement dated June 29, 2025 setting out the manner of effecting the transactions envisaged in the scheme and the rights and obligations of the acquirer and the target company in relation thereto," Torrent Pharma said.