Mankind Pharma Limited — M&A Activity 2024

Jul 25, 2024

==> picture [559 x 53] intentionally omitted <==

==> picture [559 x 55] intentionally omitted <==

Date: July 25, 2024

BSE Limited P J Towers, Dalal Street, Mumbai – 400 001 Script Code: 543904

National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

Symbol: MANKIND

Dear Sir/ Madam,

Subject: Notification for execution of definitive agreements in relation to proposed acquisition of 100% stake in Bharat Serums and Vaccines Limited

The Board of Directors of the Company at its meeting held today i.e. July 25, 2024, has considered and approved the acquisition of 100% stake in Bharat Serums and Vaccines Limited (BSV) subject to completion of customary conditions and receipt of requisite regulatory approvals pursuant to the terms and conditions of (a) the Share Purchase Agreement dated July 25, 2024 amongst the Company, BSV and the sellers i.e. Ansamira Limited and Miransa Limited, Affiliates of funds managed by Advent International, and (b) Share Purchase Agreement dated July 25, 2024 amongst Company, BSV and certain minority shareholders i.e. Bhaskar Iyer and Abhijit Mukherjee (collectively referred as “ Share Purchase Agreements ”).

The detailed disclosures as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023 for aforesaid is enclosed as Annexure.

The meeting of Board of Directors of the Company commenced at 8:05 p.m. (IST) and concluded at 8:45 p.m. (IST).

You are requested to kindly take the above information on your records.

Thanking You,

Yours Faithfully,

For Mankind Pharma Limited

PRADEEP Digitally signed by PRADEEP CHUGH CHUGH Date: 2024.07.25 20:50:21 +05'30' Pradeep Chugh Company Secretary and Compliance Officer

==> picture [557 x 60] intentionally omitted <==

==> picture [559 x 53] intentionally omitted <==

==> picture [559 x 55] intentionally omitted <==

Annexure

Disclosure as per Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

==> picture [521 x 546] intentionally omitted <==

----- Start of picture text -----

Sr. Particulars Details
No.
1. Name of the target entity, details Name- Bharat Serums and Vaccines Limited (BSV)
in brief such as size, turnover etc. CIN: U74110MH1993PLC075088
Paid up capital as on date: Rs. 3,51,72,19,700/-
Consolidated Turnover for the financial year ended on 31.03.2024: Rs.17,234.75
Million.
2. Whether the acquisition would The transaction would not fall within related party transaction. Also, promoter/
fall within related party promoter group/ group companies have no interest in BSV.
transaction(s) and whether the
promoter/ promoter group/ group Post-acquisition BSV will become a wholly owned subsidiary of the Company.
companies have any interest in
the entity being acquired? If yes,
nature of interest and details
thereof and whether the same is
done at “arm’s length”
3. Industry to which the entity being Pharmaceutical Industry
acquired belongs
4 Objects and impact of acquisition
(including but not limited to, a. To expand to complex portfolio having high entry barriers, particularly
disclosure of reasons for women’s health, fertility, critical care and Immunoglobulin segment; and
acquisition of target entity, if its b. Strategic move towards establishing Mankind Pharma as market leader in
business is outside the main line
Indian women’s health & fertility segment.
of business of the listed entity)
5 Brief details of any governmental The following regulatory approvals will be required for the proposed acquisition:
or regulatory approvals required
for the acquisition a. Approval of Competition Commission of India (CCI);
b. Approval from Turkish Competition Authority; and
c. Approval from Federal Ministry of Economic Affairs and Climate Action,
Germany.
6. Indicative time period for The transaction is expected to close within 3-4 months subject to receipt of
completion of the acquisition regulatory approvals and completion of certain identified conditions precedent.
7. Consideration - whether cash
consideration or share swap or
any other form and details of the
same Enterprise value of approximately Rs. 13,630 Crores ( subject to the agreed
adjustments as per the Share Purchase Agreement )
8. Cost of acquisition and/or the
price at which the shares are
acquired
----- End of picture text -----

==> picture [557 x 60] intentionally omitted <==

==> picture [559 x 53] intentionally omitted <==

==> picture [559 x 55] intentionally omitted <==

==> picture [521 x 301] intentionally omitted <==

----- Start of picture text -----

9. Percentage of shareholding / Acquisition of 100% stake in BSV by acquiring 73,086 equity shares
control acquired and / or number
of shares acquired
10 Brief background about the entity BSV was incorporated on 11/11/1993.
acquired in terms of products/line
of business acquired, date of Key Highlights
incorporation, history of last 3
years turnover, country in which BSV is a leading branded specialty pharma platform in women’s health and
the acquired entity has presence critical care with huge opportunity in both India and international markets.
and any other significant
information (in brief) BSV is engaged in the business of research, development, licensing,
manufacturing, importing, exporting, marketing and distribution of: (a) branded
pharmaceutical formulations, active pharmaceutical ingredients (API); (b) biotech
and biological formulations, and / or API; (c) food and health supplements; (d)
medical devices; and (e) ayurvedic medicines; in each case, in the therapeutic
areas such as gynaecology, in-vitro fertilisation (IVF), critical care and/or
emergency medicines for human use.
BSV has 6 (six) subsidiaries in India, Philippines, Germany, USA and Malaysia.
Further, BSV has business operations in more than 50 countries.
The turnover details, on consolidated basis, for last 3 years are given below:
(INR in Mn.)
Financial Year 2023-24 2022-23 2021-22
Turnover 17,234.75 14,354.47 12,452.93
----- End of picture text -----

==> picture [557 x 60] intentionally omitted <==