Khaitan & Co Advised Torrent Pharmaceuticals Limited On Acquisition And Merger Of J.B. Chemicals And Pharmaceuticals Limited

Khaitan & Co advised Torrent Pharmaceuticals Limited on acquisition and merger of J.B. Chemicals and Pharmaceuticals Limited

Khaitan & Co advised Torrent Pharmaceuticals Limited (“Torrent”) in connection with its composite transaction with Tau Investment Holdings Pte. Ltd (“KKR”) and J.B. Chemicals and Pharmaceuticals Limited (“J.B. Pharma”) involving:

• Acquisition of 46.39% equity stake of KKR in J.B. Pharma;
• Open offer for the acquisition of up to 26% of J.B. Pharma;
• Potential acquisition of up to 2.80% stake in J.B. Pharma from certain employees;
• Merger of J.B. Pharma with Torrent.

The transaction values J.B. Pharma at INR 25,689 crores, including INR 11,917 crores for the 46.39% stake acquisition from KKR. The open offer has been launched at INR 1,639.18 per share, and the potential employee stake acquisition is capped at INR 1,600 per share. Upon the merger, shareholders of J.B. Pharma will receive 51 shares of Torrent for every 100 shares held.

The transaction was led with strategic input from Haigreve Khaitan (Senior Partner).

The Corporate M&A team included Bhavik Narsana (Partner), Shweta Dwivedi (Consultant), and Pragya Mishra (Associate).

On merger aspects, the team was led by Mehul Shah (Partner), with support from Rushabh Gala (Principal Associate) and Kashvi Shetty (Associate).

The open offer and securities law matters were handled by Arindam Ghosh (Partner), Gaurav Malhotra (Counsel), Shashank Patil (Counsel), and Shubhra Wadhawan (Consultant).

The Banking & Finance team comprised Kumar Saurabh Singh (Partner), Rahul Chakraborti (Partner), Manas Pandey (Principal Associate), Akash Mukherjee (Associate), and Mudit Jain (Associate).

The Competition Law team included Anshuman Sakle (Partner), Alisha Mehra (Principal Associate), Rishabh Vohra (Senior Associate), Yatharth V. Singh (Senior Associate), Joshua George (Associate), and Sana Vaidya (Associate).

Tax aspects were handled by Vinita Krishnan (Executive Director), Rahul Jain (Partner), and Husain Bohra (Senior Associate).

The ESOPs team comprised Shabnam Shaikh (Partner) and Pranav Doshi (Senior Associate).

For Legal Due Diligence, the team included Bhavik Narsana (Partner), Shweta Dwivedi (Consultant), Snehal Raut (Senior Associate), Pragya Mishra (Associate), Sanchit Khurana (Associate), Apeksha Chauhan (Associate), and Kopal Agarwal (Associate).

The disputes due diligence was led by Kingshuk Banerjee (Partner), supported by Shayan Dasgupta (Principal Associate) and Kanika Sharma (Senior Associate).

Employment due diligence was advised by Deepak Kumar (Partner) and Deeksha Malik (Principal Associate).

IP due diligence was managed by Nishad Nadkarni (Partner), Riya Karkera (Associate), and Hitarth Parikh (Associate).

Real estate due diligence was led by Amit Wadhwani (Partner), Rahul Agarwal (Principal Associate), and Hanumant Chauhan (Associate).

Khaitan & Co advised Torrent on all legal aspects of the transaction, including structuring, diligence, open offer compliances, and final documentation.

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