PI Industries Acquisition
PI Industries Acquisition
PIIL:SEC:NSE/BSE:08:2023-24
April 27, 2023
Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
In terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulation, 2015, this is to inform you that:
ii) Share purchase agreement among PIHSL, TRM US, Dr. Pooran Chand, Ms.
Namita Bansal and Solis Pharmachem Private Limited (“Solis Pharmachem”) for
acquisition of 100% shareholding of Solis Pharmachem which is an Indian
subsidiary of TRM US.
(2) PI Health Sciences Netherlands B.V. (“PIHS BV”) a wholly owned subsidiary of PIHSL,
has entered into the share purchase agreement dated 26 April 2023 with existing sole
shareholder of Archimica S.p.A. (“Archimica”), Plahoma Twelve GmbH, a private limited
company incorporated under German law and the acquisition of 100% shareholding of
Archimica was completed on 27 April 2023.
(3) PI Health Sciences USA, LLC (“PIHS LLC”), a wholly-owned subsidiary of PIHS BV has
entered into an asset purchase agreement dated 27 April 2023 with TRM US, Dr. Pooran
Chand and Ms. Namita Bansal for acquisition of certain identified assets of TRM US.
TRM US and its subsidiaries i.e., TRM India and Solis Pharmachem, are engaged in the
business of research, development, and manufacturing of chemical compounds / key starting
materials which are ultimately used for manufacturing of API (active pharmaceutical
ingredients) and other pharmaceutical products. Further, Archimica is also engaged in the
manufacturing of API (active pharmaceutical ingredients) and other pharmaceutical products.
PI Industries Ltd.
Corporate aa
Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000
Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946
Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469
PI External
The details required to be furnished under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and SEBI circular CIR/CFD/CMD/4/2015 dated 9
September 2015 are provided in ‘Annexure A’, ‘Annexure B’, ‘Annexure C’ and ‘Annexure D’.
Please also find enclosed a copy of the press release which is being issued to the media.
PI Industries Ltd.
Corporate aa
Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000
Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946
Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469
PI External
S. Particulars Details
No.
1. Name of the target entity, details in brief Therachem Research Medilab (India)
such as size, turnover etc. Private Limited (“TRM India”).
Financial
Net worth Turnover
Year
(INR (INR
Crore) Crore)
2021-22 132.6 206.1
2020-21 51.4 68.5
2019-20 29.7 31.2
2. Whether the acquisition would fall within No. The acquisition is not a related party
related party transaction(s) and whether transaction.
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 “arm’s length”.
3. Industry to which the entity being acquired Contract Research Organisation and;
belongs. Manufacturing – (chemical compounds,
starting key materials for Active
Pharmaceutical Ingredients (API), etc).
4. Objects and effects of acquisition The acquisition will enable PIHSL’s
(including but not limited to, disclosure of plans of growth and expansion in
reasons for acquisition of target entity, if pharmaceutical sector.
its business is outside the main line of
business of the listed entity).
5. Brief details of any governmental or Not applicable.
regulatory approvals required for the
acquisition.
6. Indicative time period for completion of Subject to the satisfactory completion of
the acquisition. the conditions precedent as set out
under the TRM India SPA, the parties
aim to achieve the closing in May 2023.
PI Industries Ltd.
Corporate aa
Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000
Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946
Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469
PI External
S. Particulars Details
No.
7. Nature of consideration- whether cash Cash consideration.
consideration or share swap and details of
the same.
8. Cost of acquisition or the price at which The total consideration payable for the
the shares are acquired. acquisition is USD 42,000,000 (US
Dollar Forty Two Million Only) in
tranches, which shall be subject to
purchase price adjustments in
accordance with the terms of TRM India
SPA.
9. Percentage of shareholding / control PIHSL shall acquire 100% shareholding
acquired and / or number of shares of TRM India from its existing
acquired. shareholders.
10. Brief background about the entity TRM India is a private limited company
acquired in terms of products / line of incorporated on 15 December 2006
business acquired, date of incorporation, under the provisions of the Companies
history of last 3 years turnover, country in Act, 1956, having its registered office in
which the acquired entity has presence Jaipur (Rajasthan).
and any other significant information (in
brief). (i) TRM India is engaged in the business of
research, development, and
manufacturing of chemical compounds /
key starting materials which is ultimately
used for the manufacturing of the API
(active pharmaceutical ingredients) and
other pharmaceutical products.
PI Industries Ltd.
Corporate aa
Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000
Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946
Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469
PI External
S. Particulars Details
No.
1. Name of the target entity, details in brief Solis Pharmachem Private Limited
such as size, turnover etc. (“Solis Pharmachem”)
Financial
Net worth Turnover
Year
(INR (INR
Crore) Crore)
2021-22 15.2 0
2020-21 3.8 0
2019-20 (0.14) 0
2. Whether the acquisition would fall within No. The acquisition is not a related party
related party transaction(s) and whether transaction.
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 “arm’s length”.
3. Industry to which the entity being acquired Contract Research Organisation and;
belongs. Manufacturing – (chemical compounds,
starting key materials for Active
Pharmaceutical Ingredients (API), etc).
4. Objects and effects of acquisition The acquisition will enable PIHSL’s
(including but not limited to, disclosure of plans of growth and expansion in
reasons for acquisition of target entity, if pharmaceutical sector.
its business is outside the main line of
business of the listed entity).
5. Brief details of any governmental or Not applicable.
regulatory approvals required for the
acquisition.
6. Indicative time period for completion of Subject to the satisfactory completion of
the acquisition. the conditions precedent as set out
under the Solis SPA, the parties aim to
achieve the closing in May 2023.
PI Industries Ltd.
Corporate aa
Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000
Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946
Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469
PI External
S. Particulars Details
No.
7. Nature of consideration- whether cash Cash consideration.
consideration or share swap and details of
the same.
8. Cost of acquisition or the price at which The consideration for the acquisition is
the shares are acquired. USD 3,000,000 (US Dollar Three Million
Only) which shall be due and payable to
the sellers in accordance with the terms
of the Solis SPA.
9. Percentage of shareholding / control PIHSL has agreed to acquire 100%
acquired and / or number of shares shareholding of Solis Pharmachem from
acquired its existing shareholders.
10. Brief background about the entity Solis Pharmachem is a private limited
acquired in terms of products/line of company incorporated on 3 December
business acquired, date of incorporation, 2019 under the provisions of the
history of last 3 years turnover, country in Companies Act 2013, having its
which the acquired entity has presence registered office in Ankleshwar
and any other significant information (in (Gujarat).
brief).
(ii) Solis Pharmachem is engaged in the
business of research, development, and
manufacturing of chemical compounds /
key starting materials which is ultimately
used for the manufacturing of the API
(active pharmaceutical ingredients) and
other pharmaceutical products.
(iii)
The turnover of Solis Pharmachem for
the last three financial years is stated
below:
PI Industries Ltd.
Corporate aa
Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000
Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946
Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469
PI External
S. Particulars Details
No.
1. Name of the target entity, details in brief Archimica S.p.A. (“Archimica”).
such as size, turnover etc.
Archimica is engaged in the business of
manufacturing of API (active
pharmaceutical ingredients) and other
pharmaceutical products. Archimica is
also engaged in the business of
Contract Development and
Manufacturing Organisation (CDMO).
S. Particulars Details
No.
8. Cost of acquisition or the price at which The total consideration payable for the
the shares are acquired. acquisition is € 34,200,000 (Euro Thirty
Four Million Two Hundred Thousand
Only)
9. Percentage of shareholding / control PIHSL BV shall acquire 100%
acquired and / or number of shares shareholding of Archimica from its
acquired. existing sole shareholder.
10. Brief background about the entity Founded in 1947, Archimica is a private
acquired in terms of products / line of limited company headquartered in Lodi
business acquired, date of incorporation, (35 km south of Milan, Italy).
history of last 3 years turnover, country in
which the acquired entity has presence 11. Archimica is engaged in the business of
and any other significant information (in manufacturing of the API (active
brief). pharmaceutical ingredients) and other
pharmaceutical products.
PI Industries Ltd.
Corporate aa
Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000
Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946
Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469
PI External
S. Particulars Details
No.
1. Name(s) of parties with whom the The asset purchase agreement dated 27
agreement is entered. April 2023 is executed amongst TRM
US,
Dr. Pooran Chand, Ms. Namita Bansal
and PI Health Sciences USA, LLC
(“PIHS LLC”).
2. Purpose of entering into the agreement. PIHS LLC will acquire certain identified
assets (which includes movable assets,
immovable assets, intellectual property
rights), employees and contractors of
TRM US.
3. Shareholding, if any, in the entity with Not applicable.
whom the agreement is executed.
4. Significant terms of the agreement (in PIHS LLC shall pay an upfront amount
brief) special rights like right to appoint of USD 5,000,000 (US Dollar Five
directors, first right to share subscription Million Only) to TRM US on the date of
in case of issuance of shares, right to consummation of the transaction. In
restrict any change in capital structure, addition, PIHS LLC will pay an earnout
etc. amount to TRM US up to a maximum
amount of USD 25,000,000 (US Dollar
Twenty Five Million Only) over the next 6
years subject to achievement of agreed
milestones as per the terms set out in
the TRM US APA.
PI Industries Ltd.
Corporate aa
Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000
Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946
Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469
PI External
S. Particulars Details
No.
8. Any other disclosures related to such Not applicable.
agreements, viz., details of nominee on
the board of directors of the listed entity,
potential conflict of interest arising out of
such agreements, etc.
9. Name of the target entity, details in brief TRM US is engaged in the business of
such as size, etc. pharmaceutical research and
development and manufacturing of key
starting materials which are used in the
manufacturing of API (active
pharmaceutical ingredients) and other
pharmaceutical products.
The net worth and turnover of TRM US
on a consolidated basis for last three
financial years is set out below (USD
million):
11. Objects and effects of acquisition The acquisition will add new capabilities
(including but not limited to, disclosure of and will promote PIHSL’s plans of
reasons for acquisition of target entity, if growth and expansion in pharmaceutical
its business is outside the main line of sector.
business of the listed entity).
12. Brief details of any governmental or Not applicable.
regulatory approvals required for the
acquisition.
13. Indicative time period for completion of Subject to the satisfactory completion of
the acquisition. the conditions precedent as set out
under the TRM US APA, the parties aim
to achieve the closing in May 2023.
14. Nature of consideration- whether cash Cash consideration.
consideration or share swap and details of
the same.
15. Cost of acquisition or the price at which Please refer to the disclosure under
the shares are acquired. paragraph 4 above.
PI Industries Ltd.
Corporate aa
Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000
Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946
Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469
PI External
S. Particulars Details
No.
16. Percentage of shareholding / control Not applicable.
acquired and / or number of shares
acquired
17. Brief background about the entity TRM US is a limited liability company
acquired in terms of products/ line of incorporated on 3 March 2008. in the
business acquired, date of incorporation, State of Alabama, United States of
history of last 3 years turnover, country in America.
which the acquired entity has presence
and any other significant information (in(iv) TRM US is engaged in the business of
brief). research, development, and
manufacturing of chemical compounds /
key starting materials which is ultimately
used for the manufacturing of the API
(active pharmaceutical ingredients) and
other pharmaceutical products.
(v)
The turnover of TRM US on a
consolidated basis for the last 3 financial
years is stated below (USD Million):
PI Industries Ltd.
Corporate aa
Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000
Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946
Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469
Press Release
PI Industries announces Twin Acquisitions into Pharma API & CDMO space
..committed to building a differentiated pharma play
Gurugram, April 27, 2023
PI Health Sciences Limited (“PIHS”), a wholly owned subsidiary of PI Industries Limited (“PI”),
has executed definitive documents with the following:
1. Therachem Research Medilab LLC (“TRM”) for acquiring its wholly owned subsidiaries in India
and assets in the US.
2. Plahoma Twelve GmbH for acquiring 100% stake in Archimica S.p.A. (“Archimica”).
Archimica is an Italy-based, highly reputable small molecule API manufacturer and a Contract
Development & Manufacturing organisation (CDMO) servicing over 60 marquee customers
in more than 30 countries. Archimica owns 24 US DMFs, GMP manufacturing facility for APIs
and Intermediates across wide therapeutic and substance classes such as Oncology, Anti
Ulcer, and Anti Arthritis. Archimica’s manufacturing facility near Milan (Italy) is certified by
major regulators such as USFDA and AIFA among others. Archimica had revenue of ~USD 45
Mn with EBITDA of ~US$ 7 Mn for the year ended 31st December 2022.
These acquisitions align with PI’s long-term strategic objective of building a differentiated
CDMO offering across the pharma value chain.
▪ PIHS will combine the acquired businesses' R&D capabilities with the brand new integrated
pharma research centre being developed in IKP Hyderabad for CRO and CDMO offerings to a
wider set of customers across the entire Pharma value chain.
▪ The acquired businesses' innovative products, accredited manufacturing facilities in India and
the EU and an experienced management team will enable access to strong customer
Page 1 of 3
franchises in the regulated markets.
▪ PI is known for pursuing science-led opportunities and has been one of the leading players
with a unique business model in the agri-sciences industry for over seven decades.
▪ It is on a strategic path of diversification and envisions the Pharma vertical as one of the key
pillars for future growth.
▪ It aims to create a differentiated position in the pharmaceuticals sector by leveraging its core
competencies in complex chemistry, process development, operational excellence,
technology platforms and global reach through partnerships with prominent innovators.
▪ Both acquisitions are being made through PIHS, the wholly owned subsidiary of PI, already
established for its Pharma foray.
▪ The purchase consideration comprises of:
o TRM – USD 50.0 Mn (US Dollar Fifty Million Only). Additional up to USD 25 Mn in
performance-linked pay-outs over the next six years.
o Archimica – Euro 34.2 Mn (Euro Thirty Four Million Two Hundred Thousand Only)
upon closing.
▪ The purchase consideration will be paid in cash and funded from the completed Qualified
Institutional Placement (QIP) proceeds and internal accruals.
▪ The consummation of the transactions and integration into the corporate structure of PI is
expected to be completed during Q1FY24, subject to the fulfilment of customary closing
conditions and regulatory approvals.
Commenting on this development, Mayank Singhal, Vice Chairperson & Managing Director of
PI Industries Ltd said:
“We are excited about these acquisitions as they mark a solid and accelerated beginning of PI’s
journey in the pharma space. Our unique ability to build concrete offerings from abstract
situations and leverage our capabilities across complex chemistries in the value chain will once
again help create a differentiated value proposition for our stakeholders.
These acquisitions align with PI’s approach of working with global innovators and being at the
forefront of innovation, science, technology and human ingenuity to create transformative
solutions in life sciences with the purpose of reimagining a healthier planet.
We are excited to welcome the talented teams from both companies to the PI family. We look
forward to deploying all our combined expertise towards unique value delivery for our customers.
I compliment PI’s leadership team and external advisors in fructifying this strategic opportunity.”
-ENDS-
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About PI Industries Limited
Incorporated in 1947, PI Industries (BSE: 523642, NSE: PIIND, ISIN ID: INE603J01030) envisions to be at
the forefront of science-led opportunities by delivering innovative solutions. PI Industries’ core values of
trust, adaptability, speed and innovation enable them to deliver the highest value to its customers and
respect IP of its partners. PI Industries is known for best-in-class manufacturing, quality, and EHS practices.
The Company is a strong believer in technology and is focusing on Industry 4.0 standards for its
manufacturing plants, with strong focus on innovation.
With strength of over 3,500 employees, the Company currently operates a strong infrastructure set-up
consisting of 3 formulation facilities as well as 15 multi-product plants under its 4 manufacturing locations.
These state-of-the-art facilities have integrated process development teams with in-house engineering
capabilities. The Company maintains a strong research presence through its R&D facility at Udaipur, where
it has a dedicated team of over 500+ scientists and chemists. The facility includes advanced research and
development labs, kilo plants and pilot plants with NABL certification.
PI Industries Ltd.
Corporate Office: 5th Floor, Vipul Square, B Block, Sushant Lok, Phase - 1, Gurgaon -122009
CIN: L24211RJ1946PLC000469
Registered Office: Udaisagar Road, Udaipur – 313001 (Raj)
Phone Nos: 0294 2492451-55, Fax: 0294 2491946
DISCLAIMER:
Certain statements in this document may be forward-looking statements. Such forward-looking statements are subject to certain
risks and uncertainties like regulatory changes, local political or economic developments, and many other factors that could cause
our actual results to differ materially from those contemplated by the relevant forward-looking statements. PI Industries Limited
will not be in any way responsible for any action taken based on such statements and undertakes no obligation to publicly update
these forward-looking statements to reflect subsequent events or circumstances.
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