Key Transactions

Business Transfer Agreement

  • RPG Life Sciences executed a Business Transfer Agreement to transfer its API business to RPG Active Pharma Limited, its wholly owned subsidiary
  • Transfer is being done on a slump sale basis as a going concern
  • RPG Active Pharma Limited is established as a focused API business entity

Investment Agreement

  • RPG Life Sciences entered into a strategic partnership with InvAscent, a healthcare-focused private equity investor
  • Funds managed by InvAscent will make an initial investment of up to ₹243 crore in RPG Active Pharma
  • The agreement envisages total investments by both RPG Life Sciences and InvAscent reaching up to ₹700 crore in RPG Active Pharma in tranches
  • Investment is intended to provide capital for strengthening manufacturing infrastructure, expanding product portfolio, enhancing process development capabilities, and pursuing organic and inorganic growth opportunities

Acquisition Agreement

  • RPG Active Pharma executed a Share Purchase Agreement to acquire 100% equity share capital of Actis Generics Private Limited
  • Actis Generics is an API manufacturing company based in Visakhapatnam
  • Acquisition is expected to expand RPG Active Pharma's manufacturing base and broaden its operating platform

Strategic Rationale

  • Create a focused API business with dedicated capital and sharper management attention
  • Provide greater strategic flexibility while RPG Life Sciences continues to build its formulations business
  • Position the company to benefit from structural realignment in global pharmaceutical supply chains
  • Leverage India's emergence as a preferred destination for reliable, high-quality API manufacturing
  • Establish RPG Active Pharma as a focused API manufacturer for the next phase of growth

Investment Details

  • Initial investment: Up to ₹243 crore from InvAscent funds
  • Total committed investment: Up to ₹700 crore from both RPG Life Sciences and InvAscent
  • Investment will be made in tranches
  • India Life Sciences Fund (managed by InvAscent) is making the investment

Manufacturing and Operational Focus

  • RPG Active Pharma will focus on augmenting manufacturing capabilities
  • Expansion of API portfolio across domestic and international markets
  • Emphasis on quality, reliability, and long-term partnerships with customers

Conditions and Approvals

  • All transactions are subject to customary regulatory approvals
  • Transactions are subject to pre-closing conditions

Management Commentary

Ashok Nair, Managing Director, RPG Life Sciences: "Building a meaningful and scalable presence in APIs has been a strategic priority for RPG Life Sciences. RPG Active Pharma gives us a focused business to pursue this opportunity with greater speed, discipline and scale. We are pleased to partner with InvAscent, whose pharma investing experience and long-term partnership approach complements our vision for the business."

Dr. Jeevak Gupta, Managing Director, InvAscent: "We are excited to partner with RPG Life Sciences in building RPG Active Pharma into a differentiated API business. RPG Life Sciences has established pharmaceutical capabilities, a strong operating foundation and a clear ambition to scale its API business."

Advisory Roles

  • Khaitan & Co. acted as legal counsel and structuring advisor to RPG group for the investment transaction
  • o3 Capital acted as exclusive financial advisor for the acquisition
  • Quillan Partners acted as legal counsel for the acquisition
  • Deloitte undertook financial due diligence on the acquisition of Actis by RPG Active Pharma

Corporate Background

  • RPG Life Sciences Limited is part of RPG Group, an integrated, research-based pharmaceutical company
  • Operates in domestic and international markets across branded formulations, global generics and synthetic APIs
  • RPG Group has diverse business interests with turnover of US$ 5.2 billion
  • InvAscent is India's leading life sciences-focused private equity firm with ~US$ 850 million in capital raised

Financial Impact

Financial impact not quantified in the disclosure regarding the slump sale valuation or acquisition price of Actis Generics.