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Lupin Ltd — Capital/Financing Update 2022
Jan 18, 2022
61031_rns_2022-01-18_3bd74dcd-de1a-4460-ae6b-22049bd226fd.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 and interests associated with such products) of Anglo- French Drugs & Industries Limited and its associates. The turnover of these brands for the year ended March 31, 2021 was INR 946 million. |
|
| b) | whether the acquisition would fall within related party transaction(s) 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”; |
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
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 is outside the main line of business of the listed entity); |
The portfolio of products being acquired is in line with the business of the Company. The acquisition would enable addition of established brands with high recall amongst healthcare professionals, especially in the Vitamins, Minerals and Supplements category. Value creation is expected from a combination of portfolio of brands to be acquired which coupled with existing products, would lead to EBITDA margin accretion. |
|---|---|---|
| e) | brief details of any governmental or regulatory approvals required for the acquisition; |
No government/regulatory approvals are required. |
| f) | indicative time period for completion of the acquisition; | Execution of definitive agreements and completion of conditions precedent, is expected to be completed by March 2022. |
| g) | nature of consideration - whether cash consideration or share swap and details of the same; |
Cash consideration. |
| h) | cost of acquisition or the price at which the shares are acquired; | A lumpsum consideration of about INR 3250 million including working capital (normalised inventory of three months) amounting to INR 90 million (approx.) on a cash and debt-free basis. |
| i) | percentage of shareholding/control acquired and/or number of shares acquired; |
The acquisition is of a portfolio of brands and not a unit or division or a company. |
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
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
Digitally signed by Rajvardhan Vishnu Satam DN: c=IN, o=Personal, Rajvardhan 2.5.4.20=e8a002ede68da3b7e41e01d21c2b9062761a29a5f0049 1762a5ac549cb034cae, postalCode=400104, st=Maharashtra, serialNumber=df8ebe60a88c796663c738ea25bfa0b475d195f72 Vishnu Satam 6cdb67a2ff09c4242771b2a, cn=Rajvardhan Vishnu Satam Date: 2022.01.18 12:49:58 +05'30'
R. V. SATAM COMPANY SECRETARY (ACS -11973)
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
www.lupin.com