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Lupin Ltd — Capital/Financing Update 2022
Jan 18, 2022
61031_rns_2022-01-18_7f078fb1-a9e9-4609-ad7c-330922544157.pdf
Capital/Financing Update
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January 18, 2022
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BSE Limited
Department of Corporate Services, P. J. Towers, Dalal Street, Mumbai Samachar Marg, MUMBAI - 400 001.
National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex, Bandra (East), MUMBAI - 400 051.
Sub: Disclosure pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Dear Sir/Madam,
In compliance with Regulation 30 read with Schedule III of the Listing Regulations and SEBI Circular CIR/CFD/CMD/4/2015 dated September 9, 2015, we are pleased to inform you that the Board of Directors at its meeting held on January 17, 2022, approved the acquisition of a portfolio of brands (including all rights and interests associated with such products) of Anglo-French Drugs & Industries Limited and its associates (subject to approval of their shareholders), to strengthen the Company’s portfolio in the Vitamins, Minerals and Supplements and CNS segments, particulars of which are as under: -
| Name of the Acquirer– Lupin Limited | |||
|---|---|---|---|
| a) | name of the target entity, details in brief such as size, turnover etc.; | Portfolio of brands(including all rights andinterests associated withsuch products) of Anglo-French Drugs & IndustriesLimited and its associates.The turnover of thesebrands for the year endedMarch 31, 2021 was INR 946million. | |
| b) | whether the acquisition would fall within related party transaction(s)and whether the promoter/promoter group/group companies haveany interest in the entity being acquired? If yes, nature of interestand details thereof and whether the same is done at “arms-length”; | No. | |
| c) | industry to which the entity being acquired belongs; | Pharmaceuticals. |
Registered Office: 3[rd] Floor, Kalpataru Inspire, Off W. E. Highway, Santacruz (East), Mumbai - 400 055 India. Tel: (91-22) 6640 2323. Corporate Identity Number: L24100MH1983PLC029442 www.lupin.com
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| d) | objects and effects of acquisition (including but not limited to,disclosure of reasons for acquisition of target entity, if its business isoutside the main line of business of the listed entity); | The portfolio of productsbeing acquired is in linewith the business of theCompany.The acquisition wouldenable addition ofestablished brands withhigh recall amongsthealthcare professionals,especially in the Vitamins,Minerals and Supplementscategory.Value creation is expectedfrom a combination ofportfolio of brands to beacquired which coupledwith existing products,would lead to EBITDAmargin accretion. |
|---|---|---|
| e) | brief details of any governmental or regulatory approvals requiredfor the acquisition; | No government/regulatoryapprovals are required. |
| f) | indicative time period for completion of the acquisition; | Execution of definitiveagreements andcompletion of conditionsprecedent, is expected tobe completed by March2022. |
| g) | nature of consideration - whether cash consideration or share swapand details of the same; | Cash consideration. |
| h) | cost of acquisition or the price at which the shares are acquired; | A lumpsum considerationof about INR 3250 millionincluding working capital(normalised inventory ofthree months) amountingto INR 90 million (approx.)on a cash and debt-freebasis. |
| i) | percentage of shareholding/control acquired and/or number ofshares acquired; | The acquisition is of aportfolio of brands and nota unit or division or acompany. |
Registered Office: 3[rd] Floor, Kalpataru Inspire, Off W. E. Highway, Santacruz (East), Mumbai - 400 055 India. Tel: (91-22) 6640 2323. Corporate Identity Number: L24100MH1983PLC029442 www.lupin.com
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- j) brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);
The brands are being acquired from AngloFrench Drugs & Industries Limited and its associates (AFDIL). Total revenues of AFDIL in the last 3 years were: - FY19 - INR 1290 million; FY20 - INR 1301 million; and FY21 - INR 1534 million. AFDIL has presence in India and overseas.
The above is for your information and dissemination.
Thanking you,
For LUPIN LIMITED
Rajvardhan Vishnu Satam R. V. SATAM COMPANY SECRETARY (ACS -11973)
Digitally signed by Rajvardhan Vishnu Satam DN: c=IN, o=Personal, 2.5.4.20=e8a002ede68da3b7e41e01d21c2b9062761a29a5f00491762a5 ac549cb034cae, postalCode=400104, st=Maharashtra, serialNumber=df8ebe60a88c796663c738ea25bfa0b475d195f726cdb67 a2ff09c4242771b2a, cn=Rajvardhan Vishnu Satam Date: 2022.01.18 12:49:07 +05'30'
Registered Office: 3[rd] Floor, Kalpataru Inspire, Off W. E. Highway, Santacruz (East), Mumbai - 400 055 India. Tel: (91-22) 6640 2323. Corporate Identity Number: L24100MH1983PLC029442 www.lupin.com