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Cipla Ltd. Capital/Financing Update 2019

Apr 16, 2019

59275_rns_2019-04-16_26779887-063d-4782-b946-6b54d4f3620e.pdf

Capital/Financing Update

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16th April 2019

  • (1) BSE Ltd Listing Department Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001
  • (2) National Stock Exchange of India Ltd Listing Department Exchange Plaza, 5th floor, Plot no. C/1, G Block, Sandra Kurla Complex, Sandra (East), Mumbai - 400 051

Scrip Code: 500087

Scrip Code: CIPLA EQ

(3) SOCIETE DE LA BOURSE DE LUXEMBOURG Societe Anonyme 35A Boulevard Joseph II, L-1840 Luxembourg

Dear Sirs,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform that the Company's wholly owned subsidiary Cipla Medpro South Africa (Pty) Limited has signed an agreement on 16th April 2019, to acquire 30% stake in Brandmed (Pty) Limited ("Brandmed"). The related Press Release is enclosed.

The details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are enclosed as Annexure - I.

Thank you,

For Cipla Limited

Rajendra Chopra Company Secretary

En cis:

    1. Details as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
    1. Press Release

Prepared by: Kamlesh Kulkarni

Annexure -I

Sr. Particulars Details
No.
a) Name of the target entity, details in Brandmed (Pty) Limited ("Brandmed")
brief such as size, turnover etc.; It has turnover of ZAR 507,738 for the financial
year ending on 28th February 2018.
b) Whether the acquisition would fall Acquisition doesn't fall within the purview of
within related party transaction(s) related party transactions.
and
whether
the
promoter/
promoter group/ group companies
have any interest in the entity
being acquired? If yes, nature of
interest and details thereof and
whether the same is done at "arms
length";
c) Industry to which the entity being Connected health care: Innovation led platform
acquired belongs; to
provide
comprehensive,
contextual
and
standardized assessments at the point of care.
d) Objects and effects of acquisition By
pairing
our
strengths
with
Brandmed's
(including
but
not
limited
to,
innovative,
patient
centric
approach
to
disclosure
of
reasons
for
healthcare,
Cipla
Medpro
will
enhance
its
acquisition of target entity, if its diverse
portfolio
the
Non-Communicable
in
business is outside the main line of
business of the listed entity);
Disease area to provide holistic care to patients
from awareness through disease management,
thereby
enabling
patient
adherence
and
compliance.
e) Brief details of any governmental NA
or regulatory approvals required
for the acquisition;
f) Indicative
time
period
for
The transaction is expected to be completed on
completion of the acquisition or before 31st May 2019.
g) Nature of consideration -
whether
Cash consideration
cash consideration or share swap
and details of the same;

Cipla Ltd. Regd. Office Cipla House, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Pare!, Mumbai- 400 013 Phone +91 22 24826000 Fax +91 22 24826120 E-mail [email protected] Website www.cipla.com Corporate Identity Number L24239MH 1935PLC002380

h) Cost of acquisition or the price at Upfront cash consideration of ZAR 65 mn and a
which the shares are acquired milestone payment to be paid over a period of
three (3) years, subject to meeting agreed profit
targets.
i) Percentage
of
shareholding
I
375 shares constituting to 30% stake (125
control acquired and I or number shares through purchase of shares from existing
of shares acquired; shareholders and 250 shares through new share
subscription) upon closure.
j) Brief background about the entity Brandmed was incorporated on 11th July 2014
acquired in terms of products/line and is engaged in the business of integrating a
of
business
acquired,
date
of
combination of connected solutions across the
incorporation,
history
of last 3
health
continuum
for
patients,
healthcare
years turnover, country in which professionals, practices and institutions, and
the acquired entity has presence aims to deliver personalised patient care through
and
any
other
significant
point of care devices.
information (in brief)
Brandmed has its operations only in South Africa
as of now. Its turnover for the years ending in
February is FY18-
ZAR 507,738; FY17-
ZAR
4527; FY16-
NIL.

CIPLA MEDPRO ACQUIRES A STAKE IN CONNECTED HEALTH COMPANY BRANDMED

Cape Town, 16 April 2019: In recognition of the importance of the critical shift to a more patient-centric, integrated and predictive healthcare environment, Cipla Medpro South Africa (Pty) Limited ("Cipla Medpro"), wholly-owned subsidiary of Cipla Limited (BSE: 500087; NSE: CIPLA EQ; hereafter referred to as "Cipla") and South Africa's third largest pharmaceutical company in the private sector, will acquire a 30% stake upon closure in the connected healthcare company, Brandmed (Pty) Limited. In February, Cipla had announced a similar partnership in India with Wellthy Therapeutics to offer a clinically-validated digital disease management platform to patients in cardio-metabolic health.

Brandmed, founded in 2014, has developed a unique fully integrated end to end solution to address outcomes and value-based care for patients with chronic lifestyle and Non-Communicable- Diseases (NCDs) such as hypertension, diabetes, high cholesterol, asthma and chronic obstructive pulmonary disease. KardioGroup, a subsidiary of Brandmed was awarded the prestigious Frost & Sullivan South African Product Line Strategy Leadership, Internet of Medical Things South Africa, award in 2019¹.

The Brandmed ecosystem, developed in South Africa, seamlessly integrates a combination of connected solutions across the health continuum for patients, healthcare professionals, practices and institutions, and aims to deliver personalised patient care.

Paul Miller, CEO of Cipla Medpro, said: "This transaction will help to transition healthcare from being reactive to a proactive and real-time monitoring model that focuses on promoting wellness instead of managing illness. This aligns with Cipla's vision and focus on 'human care' and a future where good health is expected, not for the few, but for the many."

"By pairing our strengths with Brandmed' s innovative, patient centric approach to healthcare, Cipla Medpro will enhance its diverse portfolio in the NCD area to provide holistic care to patients from awareness through to disease management, thereby enabling patient adherence and compliance."

The brainchild behind Brandmed, cardiologist Dr Riaz Motara, said: "Drugs alone are not enough to manage a disease and the disease burden will become unmanageable unless innovative solutions are implemented."

"We're integrating medical expertise with ground-breaking technology to deliver better patient care and offer an integrated disease management solution. We're also shifting the focus from managing diseases in separate silos to a comprehensive risk reduction and treatment approach. Greater success in patient health outcomes, value-based care and efficiencies could be achieved in South Africa if more healthcare stakeholders are willing to work together," said Motara.

The Indigo Wellness Index report reveals that South Africa has tremendous scope for improvement on various health indicators. Measures captured included healthy life expectancy, blood pressure, blood glucose (diabetes risk), obesity, depression, happiness, alcohol use, tobacco use, inactivity (too little exercise), and government spending on healthcare2 .

According to the World Health Organisation, NCDs – mainly cardiovascular diseases, cancers, chronic respiratory diseases, and diabetes – are the leading cause of death worldwide. More than 38 million people die annually from NCDs (63% of global deaths), including 16 million people who die before the age of 70. Nearly 50% of global disability is attributed to NCDs. Reducing the avoidable burden caused by NCDs and their risk factors means taking actions now to change the narrative around NCDs3 .

References:

About Cipla:

Established in 1935, Cipla is a global pharmaceutical company focused on agile and sustainable growth, complex generics, and deepening portfolio in our home markets of India, South Africa, North America, and key regulated and emerging markets. Our strengths in the respiratory, anti-retroviral, urology, cardiology and CNS segments are well-known. Our 44 manufacturing sites around the world produce 50+ dosage forms and 1,500+ products using cutting-edge technology platforms to cater to our 80+ markets. Cipla is ranked 3rd largest in pharma in India (IQVIA MAT Dec'18), 3rd largest in the pharma private market in South Africa (IQVIA YTD Dec'18), and is among the most dispensed generic players in the US. For over eight decades, making a difference to patients has inspired every aspect of Cipla's work. Our paradigm-changing offer of a triple anti-retroviral therapy in HIV/AIDS at less than a dollar a day in Africa in 2001 is widely acknowledged as having contributed to bringing inclusiveness, accessibility and affordability to the centre of the movement. A responsible corporate citizen, Cipla's humanitarian approach to healthcare in pursuit of its purpose of 'Caring for Life' and deep-rooted community links wherever it is present make it a partner of choice to global health bodies, peers and all stakeholders. For more, please visit www.cipla.com, or click on Twitter, Facebook, LinkedIn.

About Cipla in South Africa:

Cipla Medpro South Africa (Pty) Limited is a wholly owned subsidiary of Cipla Limited, India and third largest pharmaceutical company in the private sector in South Africa. Through Cipla's purpose of 'Caring for Life', Cipla Medpro produces world-class medicines at affordable prices for the public and private sectors, advancing healthcare for all South Africans. For more information, visit www.cipla.co.za.

About Brandmed:

Brandmed (Pty) Limited is a South African digital health healthcare company founded in 2014 with a vision to create a global people-centric, integrated, value-based, outcome inspired health ecosystem. This vision is underpinned by visionary leaders who care, simple, validated and sustainable solution driven technologies.

Brandmed is a world first in delivering a unique fully integrated end to end solution to address outcomes and value-based care for patients with chronic lifestyle and Non-Communicable- Diseases (NCDs) such as hypertension, diabetes, high cholesterol, asthma and chronic obstructive pulmonary disease.

The KardioGroup ecosystem, developed in South Africa, seamlessly integrates a combination of connected solutions across the health continuum for patients, healthcare professionals, practices and institutions, and aims to deliver personalised patient care. This is achieved through key entities of the KardioGroup ecosystem such as, KardioFit, KardioPro, KardioLife and KardioLytix.

KardioFit an automated patient disease management, engagement and monitoring suite to empower patients to actively manage their own health in an era of the quantified self and assists medical professionals to make better informed decisions based on real world experience, resulting in improved clinical outcomes and efficiencies.

KardioPro is an integrated provider/practice point of care suite allowing for real time validated and accurate wireless collection of clinical biometrics. The solution backed by accepted Global and South African Guidelines, automatically guides data interpretation, predictive risk profile analysis and diagnosis to inform standardised, personalised patient treatment and management.

KardioLife is a unique anti-inflammatory lifestyle program.

KardioLytix provides real-time actuarial analyses of all data parameters in the Brandmed ecosystem. With the data generated on unified standards and formats, KardioLytix caters for objective measurement of value-based care outcomes.

For more information go to: www.kardiogroup.com