Torrent Pharmaceuticals Limited (the "Acquirer") has announced an Open Offer to acquire up to 4,17,45,264 fully-paid-up equity shares of J.B. Chemicals & Pharmaceuticals Limited ("Target Company"), representing 26.00% of the Expanded Share Capital of the Target Company, at a price of ₹1,639.18 per Equity Share.
NovaaOne Capital Private Limited, the manager to the Open Offer, has issued a corrigendum to the Public Announcement (PA), Detailed Public Statement (DPS) and Draft Letter of Offer (DLOF) on September 3, 2025, regarding the open offer for J.B. Chemicals & Pharmaceuticals Limited.
The corrigendum addresses a revision in the required statutory approvals for the open offer. Initially, approvals from the Competition Commission of India (CCI) and shareholders of the Acquirer were deemed necessary. However, the Acquirer has been advised that the approval of the Competition Commission of South Africa is also required.
The Acquirer submitted an application to the Competition Commission of South Africa on August 10, 2025, to obtain the necessary approval.
The approval of the Competition Commission of South Africa under the Competition Act, No. 89 of 1998 (as amended) forms part of the Required Statutory Approvals, in addition to the CCI Approval and the Shareholders' Approval.
The Acquirer and the Target Company have approved a scheme of amalgamation between the Acquirer and the Target Company ("Scheme"), pursuant to which the Target Company will be amalgamated into the Acquirer as a going concern, subject to regulatory approvals including that of stock exchanges, SEBI, Competition Commission of India and shareholders and creditors.
The filing of the relevant company application in relation to the Scheme under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 with the jurisdictional National Company Law Tribunal is inter alia subject to receipt of necessary regulatory approvals (including the approval of the Stock Exchanges), and is expected to be undertaken only after completion of the Open Offer.
Except as detailed in this Corrigendum, all other terms, conditions and contents of the Open Offer and the PA, DPS and the DLOF remain unchanged.
The Acquirer and its directors accept full responsibility for the information contained in this Corrigendum and also for the obligations of the Acquirer laid down in the SEBI (SAST) Regulations in respect of the Open Offer.
This Corrigendum is expected to be available on the website of SEBI at www.sebi.gov.in
Torrent Pharmaceuticals Limited has announced an Open Offer to acquire up to 4,17,45,264 equity shares of J.B. Chemicals & Pharmaceuticals Limited at a price of ₹1,639.18 per Equity Share, aggregating to a total consideration of ₹6,842.80 Crores.
The Acquirer has submitted an application to the Competition Commission of South Africa to obtain the necessary approval.
The filing of the company application in relation to the Scheme with the jurisdictional National Company Law Tribunal is expected to be undertaken only after completion of the Open Offer.
Except as detailed in this Corrigendum, all other terms, conditions and contents of the Open Offer and the PA, DPS and the DLOF remain unchanged.
The Acquirer and its directors accept full responsibility for the information contained in this Corrigendum and also for the obligations of the Acquirer laid down in the SEBI (SAST) Regulations in respect of the Open Offer.
This Corrigendum is expected to be available on the website of SEBI at www.sebi.gov.in
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