Gujarat Themis Biosyn Limited (GTBL) has completed the acquisition of 100% equity shareholding in MicroBiopharm Japan Co., Ltd. (MBJ), Japan, through its wholly owned subsidiary Themis Biosyn Japan Limited (TBJ). The transaction was first announced on May 22, 2026, and has now been closed following receipt of all customary regulatory approvals and satisfaction of closing conditions.
Investment Structure
The total investment comprises:
- ₹475 Crores towards capital contribution in TBJ
- ₹745 Crores by way of loan to TBJ
- Total investment value: ₹1,220 Crores
GTBL has entered into a Loan Agreement with TBJ for an amount up to ₹800 Crores, the proceeds of which shall be utilized towards the acquisition of the Japanese entity.
Acquisition Details
The acquisition was made from funds managed or advised by T Capital Partners Co., Ltd., a Japan-based private equity fund, for a total consideration of JPY 21.5 billion. The transaction was funded through an optimal mix of debt and equity and is expected to be EPS accretive for GTBL.
Target Company Profile
MicroBiopharm Japan Co., Ltd. (MBJ) has over 60 years of experience and operates three GMP-compliant manufacturing plants with strong FDA and PMDA inspection track record. For FY26, MBJ registered revenue of JPY 9.5 billion with a business mix spanning:
- Proprietary APIs/Intermediates
- CDMO services
- CDMO Bio services
- Developed Pharmaceuticals (bio)/Non-Pharma
Approximately 40% of MBJ's revenue is generated from outside Japan, and the company has serviced its top six customers for over two decades. The existing MBJ management team will continue to lead operations.
Strategic Rationale
The acquisition accelerates GTBL's transition towards becoming a fermentation-based, globally integrated CDMO and provides:
- Precision Fermentation & Enzyme-based bioconversion platforms through MBJ's proprietary P450 enzyme library (hydroxylation)
- Proprietary Products – APIs for Oncology, Immunosuppressants, Peptides and Antibiotics
- Advanced Biologics & Novel Modalities including Plasmid DNA, ADC conjugation, and recombinant protein technologies
- Scalable, Regulated Manufacturing Footprint with three GMP-compliant sites
- Diversified Global Revenue Base with ~40% revenues from outside Japan
- India Cost Advantage for margin expansion opportunities
Management Commentary
Dr. Sachin Patel, Managing Director, stated: "The successful completion of this acquisition marks a defining milestone in GTBL's journey towards becoming a fermentation-based, globally integrated CDMO."
Mr. Shiota, CEO of MicroBiopharm Japan Co., Ltd., commented: "This acquisition paves the way for a mutually rewarding journey, combining MBJ's precision fermentation capabilities with GTBL's long-standing expertise in fermentation technology."
Advisory Team
- Deloitte India acted as exclusive Financial advisor to GTBL
- Tokyo International Law Office (TKI) Japan served as legal counsel
- Avendus Capital acted as exclusive financing arranger
Loan Agreement Details
| Particulars | Details |
| Parties | Gujarat Themis Biosyn Limited and Themis Biosyn Japan Limited |
| Purpose | To avail loan facility for acquisition of Japanese entity |
| Size | Up to ₹800 Crores |
| Relationship | Not related to promoter/promoter group/group companies |
| Arm's Length | Transaction is at arm's length |