GUJARAT THEMIS BIOSYN LIMITED

Transaction Details

  • Structure: Acquisition of 100% equity in MicroBiopharm Japan Co., Ltd. (MBJ) through Themis Biosyn Japan Limited, a wholly owned Subsidiary incorporated in Japan.
  • Seller: Funds managed or advised by T Capital Partners Co., Ltd. (Japan-based Private Equity Fund).
  • Consideration: JPY 21.5 Billion (approximately INR 1,300 Crore).
  • Funding: Through an optimal mix of debt and equity. The transaction is expected to be EPS accretive.
  • Management: The existing MBJ management team will continue leading operations.
  • Expected Closing: Q2 FY2027 (subject to customary regulatory approvals and closing formalities).

About MicroBiopharm Japan Co., Ltd. (MBJ)

The presentation describes MBJ as a company with capabilities in precision fermentation, molecular engineering, and advanced biologics. Key attributes include:

  • Proprietary P450 enzyme library for hydroxylation.
  • Supply of APIs/Intermediates for Oncology, Immunosuppressants, Peptides, and Antibiotics to leading global pharma companies including Big Pharma.
  • Technologies in Plasmid DNA, ADC conjugation, and recombinant proteins.
  • Three GMP-compliant sites with strong FDA and PMDA inspection track records.
  • Diversified global revenue base with approximately 40% of revenues from outside Japan.
  • Long-standing relationships with blue-chip pharma customers across Asia, Europe & North America.

Strategic Rationale

The acquisition accelerates GTBL's transition towards a fermentation-based globally integrated CDMO. Specific strategic benefits identified:

1. Enhanced Capabilities: Entry into precision fermentation through MBJ's proprietary P450 enzyme library, complementing GTBL's existing fermentation strengths.

2. Expanded Portfolio: Broadens GTBL's API and intermediates portfolio across oncology, immunosuppressants, and peptides.

3. CDMO Platform: Provides access to a fully integrated CDMO platform spanning discovery, development, and commercial manufacturing.

4. Advanced Biologics: Unlocks capabilities in biologics, plasmid DNA, and ADC conjugation.

5. Market Access: Three GMP-compliant sites enable expanded access to regulated global markets.

6. Customer Relationships: Leverages MBJ's long-standing partnerships with global pharma leaders.

7. Cost Synergies: Opportunity to leverage GTBL's India manufacturing scale to improve cost competitiveness and drive margin expansion.

Synergies & Value Creation

The presentation outlines five key synergy areas:

1. Enhanced Fermentation & Precision Biotech Capabilities: Strengthens fermentation and enables entry into precision fermentation, reducing reliance on traditional chemical routes.

2. Expanded Product Portfolio & Therapeutic Coverage: Broadens API and intermediates portfolio, enhancing product depth and revenue diversification.

3. CDMO Platform: Enables long-term customer partnerships and recurring revenues.

4. Entry into Advanced Biologics & Novel Modalities: Positions the platform in high-growth, innovation-led pharmaceutical segments.

5. Access to Established Big Pharma Relationships: Enables cross-selling, higher wallet share, and accelerated market penetration.

Financial Impact

Consideration of JPY 21.5 Billion (~INR 1,300 Crore) will be funded through an optimal mix of debt and equity. The transaction is expected to be EPS accretive. Specific financial impact quantification beyond the acquisition cost is not provided in the disclosure.

Governance and Contact Information

  • The letter is signed by Dinesh Shantilal Patel, Chairman & Director (DIN: 00033273).
  • Investor contact provided: Mr. Krupesh Patel (Chief Financial Officer) and Mr. Rahul Trivedi / Ms. Saloni Nagvekar (Investor Relations via Adfactors PR).
  • The presentation is available on the company website: www.gtbl.in.

Disclaimer and Forward-Looking Statements

The presentation contains forward-looking statements involving risks and uncertainties. Actual results may differ materially. GTBL does not undertake any obligation to publicly update or revise any forward-looking statement. The transaction is subject to customary regulatory approvals and closing formalities.

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