After Much Tussle, Torrent Pharma Clinches JB Chemicals Deal at ₹25,689 Crore Valuation

The transaction marks a significant step in Torrent’s ambition to create a future-ready, diversified healthcare platform combining a deep chronic segment heritage with emerging international CDMO capabilities.

Background & Competitive Landscape of the JB Pharma Deal

The strategic sale of JB Chemicals & Pharmaceuticals entered the spotlight in mid-2024 when KKR, which had acquired a controlling stake from the Mody family in 2020 for around Rs 3,100 crore, decided to divest its share. Initial reports surfaced in May 2024, naming industry heavyweights Mankind Pharma, Dr Reddy’s, and Torrent Pharma as being in contention for the acquisition.

The transaction had immediately garnered attention from major Indian pharma players.

Also Read: RIP: Founder, Chairman of JB Chemicals Shri JB Mody passes away at 91

Competition for the deal soon escalated. According to an earlier VCCircle report, Zydus Lifesciences and private-equity firm EQT also entered the fray by late 2024 . However, by September 2024, industry chatter suggested that Alkem Laboratories had joined the race—but Torrent temporarily paused talks, citing valuation misalignment.

Despite interest from multiple parties, negotiations between Torrent and KKR—which began more than a year ago—had stalled by late 2024 over price disagreements. Still, both sides returned to the table following a dip in JB Pharma’s share price, enabling resumed deliberations.

Also Read: JB Chemicals controlling stake to be acquired by KKR for Rs 3750 crore

Finally, in June 2025, the long-running negotiations reached closure. Torrent Pharma agreed to acquire a 46.39% stake from KKR at Rs 1,600 per share (totaling Rs 11,917 crore), signaling a valuation of Rs 25,689 crore.

An open offer for an additional 26% stake at Rs 1,639.18 per share will follow, along with Torrent’s intent to acquire up to 2.8% from JB Pharma employees 

The boards of both companies also approved a merger via a scheme of arrangement.

LiveMint reports that industry analysts now regard this as the second-largest pharma deal in India’s history, trailing only Sun Pharma’s acquisition of Ranbaxy in 2014.

The transaction will be executed in 2 phases.

1. Acquisition of 46.39% equity stake (on a fully diluted basis) through a Share Purchase Agreement (“SPA”) at a consideration of INR 11,917 crores (INR 1,600 per share) followed by a mandatory open offer to acquire up to 26% of JB Pharma shares from public shareholders at an open offer price of INR 1,639.18 per share. In addition to the above, Torrent has also expressed its intent to acquire up to 2.80% of equity shares from certain employees of JB Pharma at the same price per share as KKR.

2. Merger between Torrent and JB Pharma through a scheme of arrangement. 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.

Strategic Rationale for Acquisition

The acquisition offers Torrent Pharmaceuticals a significant strategic advantage by providing access to JB Pharma’s fast-growing India franchise. This includes several leading brands in the chronic segment and entry into therapeutic areas such as ophthalmology, which remain largely untapped within Torrent’s current portfolio.

The move is set to strengthen Torrent's overall market share in the Indian Pharmaceutical Market (IPM), helping it consolidate its leadership across key therapy areas. In addition, the acquisition is expected to unlock operational synergies across multiple business functions, enabling more efficient use of shared resources.

A major strategic benefit is the diversification into the Contract Development and Manufacturing Organization (CDMO) segment. This platform expansion positions Torrent to capitalize on long-term opportunities within the global CDMO space. Moreover, the deal also allows Torrent to deepen its presence in key international markets, giving the company a stronger foundation to scale up its operations globally.

Transaction Structure & Approvals

Under the transaction structure, Torrent will acquire a 46.39% stake in JB Pharma on a fully diluted basis through a Share Purchase Agreement (SPA). This acquisition will trigger a mandatory open offer for an additional 26.0% of shares in accordance with Regulation 3 and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. Following the open offer, the companies plan to merge through a court-approved Scheme of Arrangement.

Additionally, Torrent has expressed its intention to acquire up to 2.80% of equity shares from certain employees of JB Pharma at the same price per share as that agreed with KKR.

Both the SPA and the proposed Scheme are subject to the necessary statutory and regulatory approvals. These include clearances from the Securities and Exchange Board of India (SEBI), relevant stock exchanges, the Competition Commission of India (CCI), the National Company Law Tribunal (NCLT), and any other applicable authorities.

Commenting on the deal, Samir Mehta Executive chairman, Torrent, said,

“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 marketleading 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”

Moelis & Company and NovaOne acted as financial advisors for Torrent. Khaitan & Co. acted as legal counsel to Torrent. Ernst and Young Merchant Banking Services LLP (for Torrent) and BDO Valuation Advisory LLP (for JB Pharma) acted as independent registered valuers. Kotak Investment Banking and Rothschild & Co acted as financial advisors to KKR. Shardul Amarchand Mangaldas & Co acted as legal counsel to KKR and JB Pharma. Goldman Sachs (India) Securities Pvt. Ltd. acted as the financial advisor to JB Pharma. AZB & Partners acted as legal counsel to the Board of Directors of JB Pharma. Fairness opinion on the share exchange ratio recommended by the valuer was provided by Axis Capital Limited to the Board of Torrent and by ICICI Securities Limited to the Board of JB Pharma.