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Sun Pharmaceutical Industries Ltd. M&A Activity 2018

Nov 26, 2018

59215_rns_2018-11-26_a04b78e8-e946-4e51-b2cb-9ac8186775c7.pdf

M&A Activity

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Sun Pharmaceutical Industries Ltd., SUN HOUSE, CTS No. 201 B/1, Western Express Highway, Goregaon (E), Mumbai 400063, India Tel.: (91-22) 4324 4324 Fax.: (91-22) 4324 4343 CIN: L24230GJ1993PLC019050 www.sunpharma.com

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26 November 2018.

National Stock Exchange of India Ltd, BSE Limited, Exchange Plaza, 5th Floor, Market Operations Dept. Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra (East), Mumbai - 400 001. Mumbai – 400 051.

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sirs,

This is to inform you that one of the wholly owned subsidiaries of the Company has agreed to acquire 100% shares of Pola Pharma Inc., Japan, subject to completion of closing conditions, by way of cash consideration of 100 million Japanese Yen (approximately US$ 1 million) subject to closing adjustments.

The disclosures pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part A of Schedule III of the aforesaid regulations, is attached as per ‘Annexure A’.

This is for your information and record.

Yours faithfully, For Sun Pharmaceutical Industries Ltd

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Ashok I. Bhuta Compliance Officer

Encl: as above

Registered Office : SPARC, Tandalja, Vadodara – 390 012 India.

Annexure A

Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

a) Name of the target entity, details in brief suchas size, turnover etc.; i) Name of the Target:“Pola Pharma Inc.” (Target)ii) Details of the Target:Pola pharma Inc., along with its wholly ownedsubsidiary, is engaged in the development,manufactureandcommercializationofpharmaceutical products in Japan with focus on thedermatology segment. Pola Pharma’s productportfolio includes branded and generic productswhich are commercialized in Japan by its owndedicated sales force.Jan-Dec 2017Sales: 12,217 million JPY (consolidated)Net Loss: 837 million JPY(consolidated)
b) Whether the acquisition would fall within relatedparty transaction(s) and whether the promoter/promoter group/ group companies have anyinterest in the entity being acquired? If yes, natureof interest and details thereof and whether thesame is done at “arms-length”; NO.
c) Industry to which the entity being acquiredbelongs; Pharmaceuticals.
d) Objects and effects of acquisition (including butnot limited to, disclosure of reasons for acquisitionof target entity, if its business is outside the mainline of business of the listed entity); This acquisition would give commercial presencein the dermatology segment in Japan.
e) Brief details of any governmental or regulatoryapprovals required for the acquisition; NO.
f) Indicative time period for completion of theacquisition; On or before January 31, 2019, subject tocompletion of closing conditions.
g) Nature of consideration -whether cashconsideration or share swap and details of thesame; Cash transaction.
h) Cost of acquisition or the price at which theshares are acquired; 100 million JPY subject to closing adjustment.
i) Percentage of shareholding / control acquiredand / or number of shares acquired; Sun Pharma Global FZE, a wholly owned subsidiaryof the Company has agreed to acquire 100% sharesof the Target.
j) Brief background about the entity acquired interms of products/line of business acquired, date ofincorporation, history of last 3 years turnover,country in which the acquired entity has presenceand any other significant information (in brief); Brief background:Pola Pharma is a 100% owned subsidiary of PolaOrbis Holdings Group of Japan. Pola Pharma, alongwithitssubsidiaryisengagedinthecommercializationofbrandedandgenericpharmaceutical products in Japan. It also providescontract manufacturing services.Line of business:PharmaceuticalsDate of incorporation:January 5, 2007Consolidated Turnover of last 3 years:(million JPY)Jan-Dec 2015: 9,226Jan-Dec 2016: 10,870Jan-Dec 2017: 12,217Country in which the acquired entity has presence:Japan.Exports from Japan to other markets contribute lessthan 1% of total revenues.