Torrent Pharmaceuticals, the flagship entity of the Torrent Group, announced on Sunday its decision to acquire a controlling stake of 46.39% in JB Chemicals and Pharmaceuticals from global investment firm KKR. The transaction, one of the largest in the pharmaceutical sector, values JB Chemicals at Rs 25,689 crore on a fully diluted basis.

The deal, which will be completed in two phases, marks a major step in Torrent’s strategy to build a diversified, future-oriented healthcare platform. In the first phase, Torrent will acquire KKR’s 46.39% stake through a share purchase agreement valued at Rs 11,917 crore, translating to Rs 1,600 per share. It also plans to acquire up to 2.80% additional shares from certain employees of JB Chemicals at the same price, amounting to an estimated Rs 719 crore.

Following this, Torrent will initiate a mandatory open offer to acquire up to 26% of JB Chemicals’ shares from public shareholders. The open offer will be made at Rs 1,639.18 per share, potentially costing Torrent around Rs 6,842.8 crore.

Once the equity acquisitions are complete, the second phase of the transaction will begin. This will involve the merger of JB Chemicals into Torrent Pharmaceuticals via a court-approved scheme of arrangement. As per the agreed terms, shareholders holding 100 shares in JB Chemicals will receive 51 shares of Torrent Pharmaceuticals.

Torrent’s executive chairman, Samir Mehta, said that the transaction positions the company to scale both revenue and profitability. He noted that the combination of JB Chemicals’ strong presence in India and its growing international CDMO (contract development and manufacturing organisation) capabilities would complement Torrent’s existing strengths. Mehta added that the integration is aligned with Torrent’s goal to enhance its footprint in the domestic market while accelerating global expansion.

JB Chemicals CEO Nikhil Chopra said that the company has built a solid foundation over the past five years and expressed confidence that the partnership with Torrent would unlock further opportunities to improve healthcare access across various markets.

The acquisition also gives Torrent access to JB Chemicals’ established portfolio in the chronic disease segment and paves the way to enter underpenetrated areas like ophthalmology. Additionally, it is expected to generate operational synergies and broaden Torrent’s pharmaceutical platform into newer growth areas.

The deal is subject to regulatory approvals from Sebi, stock exchanges, the Competition Commission of India (CCI), the National Company Law Tribunal (NCLT), and other statutory authorities.