The merger of two Indian pharmaceutical companies — Torrent Pharmaceuticals and J.B. Chemicals & Pharmaceuticals — requires approval from the South African antitrust watchdog in addition to that of the Indian authority.
Torrent issued a correction on its open offer public statements on Thursday, clarifying that its acquisition of J.B. Pharma, is subject to receiving approval from the Competition Commission of South Africa.
In June 2025, Torrent announced its plan to acquire a controlling stake in JB Pharma of 46.39 percent from KKR, a global investment firm, followed by a mandatory open offer to acquire up to 26 percent from public shareholders. The acquisition would be followed by a merger between Torrent and JB Pharma through a scheme of arrangement.
JB Pharma has a sizeable South African presence and operates a wholly owned subsidiary in South Africa, Biotech Laboratories. South Africa, Russia and the US are among JB Pharma's key international markets. Hence, the merger would impact the competitive landscape of the pharmaceuticals market in South Africa.
NovaaOne Capital, the manager of Torrent's open offer, updated the list of required approvals for the open offer. Initially, only clearance from the Competition Commission of India (CCI) and shareholders was considered necessary. However, it has since been determined that approval from South Africa's Competition Commission is also mandatory under the country's Competition Act.
The parties filed with South Africa's Competition Commission in early August. The additional regulatory requirement is a standard but essential part of cross-border mergers and acquisitions, adding a layer of complexity and time to the finalization of the deal.
Meanwhile, on the India front, the parties filed with the CCI on July 16. The merger was filed under Form II, indicating the presence of substantial market overlaps in the country. The parties said in their merger application that their activities exhibit horizontal overlaps in certain relevant markets for the manufacture and sale of pharmaceutical formulations across therapeutic segments.
The parties also said that the proposed transaction will give Torrent access to JB Pharma's fast-growing Indian market, including its strong brands in chronic disease segments and an entry into new areas such as ophthalmology. Ultimately, the merger is intended to enhance both companies' product portfolios and business operations, they said in their two-page filing.
Source: MLex
