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Sun Pharmaceutical Industries Ltd. — M&A Activity 2020
Jul 29, 2020
59215_rns_2020-07-29_5e1fc2ea-4255-43fc-aaa1-95f42a8c615f.pdf
M&A Activity
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Sun Pharmaceutical Industries Limited. Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon (E) Mumbai – 400 063. Maharashtra, INDIA Tel : (91-22) 4324 4324 Fax : (91-22) 4324 4343 www.sunpharma.com CIN: L24230GJ1993PLC019050
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July 29, 2020
National Stock Exchange of India Ltd,
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051. NSE Code – SUNPHARMA
BSE Ltd, Market Operations Dept. P. J. Towers, Dalal Street, Mumbai - 400 001. BSE Code– 524715
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 our subsidiary company, Taro Pharmaceutical Industries Ltd., has agreed to acquire by way of purchase of all outstanding shares of Aquinox Pharmaceuticals (Canada) Inc., a corporation organized and existing under the laws of the Province of British Columbia that carries on the business of research and development of pharmaceutical products for purposes of their commercialization.
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, are attached as per ‘Annexure A’.
This is for your information and record.
Yours faithfully,
For Sun Pharmaceutical Industries Limited,
Digitally signed by ASHOK I BHUTA DN: c=IN, o=Personal, cn=ASHOK I ASHOK I BHUTA, serialNumber=f2341af46338991381ddc 6bb003e5cc77c356d692402d11879c7ec 949314d194, postalCode=400067, 2.5.4.20=ce51218cb7a649030b9023ff1c 9b511428d50b5d16773e2d301b6cbecf BHUTA 4f88c3, st=Maharashtra Date: 2020.07.29 09:10:50 +05'30' Ashok I Bhuta Compliance Officer
Enclosures:
- Annexure A
Registered Office: SPARC, Tandalja, Vadodara – 390 020. India
Sun Pharmaceutical Industries Limited. Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon (E) Mumbai – 400 063. Maharashtra, INDIA Tel : (91-22) 4324 4324 Fax : (91-22) 4324 4343 www.sunpharma.com CIN: L24230GJ1993PLC019050
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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 such as size, turnover etc.; |
i) Name of the Target : “Aquinox Pharmaceuticals (Canada) Inc.” (Target) ii) Details of the Target: An R & D company carrying on the business of research and development of pharmaceutical products for purposes of their commercialization. 2019 Sales: None to third party; Interco sales to Parent USD $7,711,123 |
|---|---|
| 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”; |
Aquinox Pharmaceuticals (Canada) Inc. is an independent company and the promoter/ promoter group/ group companies of Sun Pharmaceutical Industries Limited have no interest in the Target, so the acquisition would not fall within related party transaction(s). |
| c) Industry to which the entity being acquired belongs; |
Pharmaceuticals |
| 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); |
Investment in Pharmaceutical R & D Company |
| e) Brief details of any governmental or regulatory approvals required for the acquisition; |
No approvals are required |
| f) Indicative time period for completion of the acquisition; |
July 31, 2020 |
Registered Office: SPARC, Tandalja, Vadodara – 390 020. India
Sun Pharmaceutical Industries Limited. Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon (E) Mumbai – 400 063. Maharashtra, INDIA Tel : (91-22) 4324 4324 Fax : (91-22) 4324 4343 www.sunpharma.com CIN: L24230GJ1993PLC019050
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| g) Nature of consideration - whether cash consideration or share swap and details of the same; |
Cash consideration of USD $8.2Mn would be paid for acquisition of all Shares |
|---|---|
| h) Cost of acquisition or the price at which the shares are acquired; |
Cost of acquisition is USD $8.2Mn |
| i) Percentage of shareholding / control acquired and / or number of shares acquired; |
100% shareholding constituting equity shares and Non voting Preferred Shares |
| 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); |
Brief background: Aquinox Pharmaceuticals (Canada) Inc. is a corporation organized and existing under the laws of the Province of British Columbia that carries on the business of research and development of pharmaceutical products for purposes of their commercialization. In August 2019, its parent company, Aquinox Pharmaceuticals, Inc. (previously, NASDAQ: AQXP)merged with Neoleukin Therapeutics, Inc. Prior to its merger with Neoleukin, Aquinox was a pharmaceutical company discovering and developing novel therapeutics for conditions marked by inflammation, inflammatory pain, and blood cancers. For more information on Neoleukin, see https://www.neoleukin.com/. Date of incorporation:December 26, 2003 Turnover of last 3 years: USD FYE 12/31/19 FYE 12/31/18 FYE 12/31/17 FYE 12/31/16 External Revenue $ ‐ $ 25,000,000 $ ‐ $ ‐ Interco Rev. from Parent $ 7,711,123 $ 4,495,125 $ 2,821,459 $ 1,225,640 Line of business:Pharmaceuticals Country in which the acquired entity has presence:Canada |
Registered Office: SPARC, Tandalja, Vadodara – 390 020. India