INDIA –The board of directors of TTK Healthcare has approved a proposal of sale and transfer of the company’s human pharma to Bharat Serums & Vaccines as a going concern, on a slump sale basis.
In an exchange filing, the company said, “The board of directors, in their meeting held on March 21, based on the recommendation of the audit committee, approved the proposal.”
Pursuant to this decision, definitive agreements have been concluded with BSV Pharma Private Limited, of which Miransa (an affiliate of Advent International), Bharat Serums and Vaccines Ltd and others are shareholders.
The financial structure of the deal is still being worked out, and once the transaction is completed, TTK Healthcare will hold 26 per cent stake and others will hold the remaining.
The total value of the consideration is ₹805 crore, (US$105.6 million) according to the filing, subject to the adjustments for working capital and other customary adjustments as on the date of transfer.
“The company will receive 74 per cent of the consideration by way of cash and equity shares for the balance 26 per cent, each immediately on transfer of the undertaking,” TTK Healthcare said.
The FY21 revenue/turnover of human pharma division which manufactures medicines for respiratory, infertility, orthopedic, cardiology and other ailments, was around ₹160 crore (US$21 million).
TTK Health’s pharma business is around 25 percent of the company’s total turnover. The top 10 brands comprise around 70-80 percent of sales for the company with a strong focus on women’s health.
Subject to shareholder approval
TTK Healthcare Limited has several business divisions such as consumer products, personal products, foods, medical devices, animal welfare products, prescription-based human pharmaceuticals formulations, among others.
Its core competence relates to various divisions other than human pharma formulations and the company intends to invest in and expand those businesses.
“Therefore, the board has decided to hive-off the human pharma division for a consideration that is attractive and use the proceeds in such areas where core competency is present and for the benefit of all stakeholders,” the company said.
It also added that the transaction is subject to shareholders’ approval by means of a postal ballot process and fulfillment of ‘conditions precedent.’
The acquisition of TKK Healthcare comes a day after Bharat Serums and Vaccines announced that it has acquired a 26 per cent stake in AMP Energy C&I One to support green energy requirements for its manufacturing facility at Ambernath in Maharashtra.
Aimed at driving a comprehensive sustainability blueprint for the future, this investment will help BSV avoid carbon dioxide emissions by as much as 65,60 tonnes of carbon dioxide equivalent (tCO2e) annually over its project life of 25 years.
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