Transaction:
- Swiss pharmaceutical company Novartis AG will divest its 70.68% stake in Novartis India Limited to a consortium led by ChrysCapital, along with WaveRise Investments and Two Infinity Partners, marking a change-in-control and its exit from the India-listed business.
- The acquisition has triggered a mandatory open offer for an additional 26% stake at Rs. 860.64 per share, potentially taking the total deal value close to Rs. 2,000 crore, subject to regulatory approvals and closing conditions.
- Under the agreed structure:
- One acquirer will buy 56.45% of the company at Rs 860.64 per share.
- The remaining 14.23% will be acquired at Rs 701.25 per share by the other two entities.
About Novartis India Limited:
- Novartis India Limited, headquartered in Mumbai, is the listed Indian subsidiary of Swiss pharmaceutical major Novartis AG.
- The company markets established legacy brands across therapeutic areas such as pain management, calcium supplementation, and gynecology, including well-known products like Voveran, Calcium Sandoz, and Methergine.
About Chrys Capital:
- ChrysCapital is one of India’s leading private equity firms, managing around $5 billion in assets across multiple sectors.
- The firm has a strong healthcare investment track record, with notable investments including Mankind Pharma, Eris Lifesciences, and Intas Pharmaceuticals.
Rationale:
- The divestment forms part of Novartis AG’s strategy to focus exclusively on innovative medicines and simplify its global structure.
- The move represents ChrysCapital’s first majority acquisition in the Indian pharmaceutical space.
- For Chrys Capital and MEMG, the deal provides ownership of iconic brands like Voveran and Calcium Sandoz, which continue to generate strong, steady cash flows and possess a massive distribution reach across India.
- While Novartis AG exits the listed entity (NIL), it maintains a significant presence in India through its separate, unlisted arm (Novartis Healthcare Private Limited), which includes its massive corporate center in Hyderabad and its innovative medicines business.
- For FY2024–25, NIL demonstrated a high-margin profile with a Profit After Tax (PAT) of Rs. 100.90 crore on a total income of Rs. 356.27 crore; however, recent Q3 FY26 results showed a 36.8% decline in net profit (Rs. 6.09 crore) and a 7.6% revenue drop (Rs. 85.90 crore), reflecting short-term transitional volatility during the parent company’s divestment process.
- Novartis India is valued at an enterprise value of ₹1,445–1,500 crore (about 12.0x–12.5x FY2024–25 EBITDA).
- The transaction signals a broader trend of global pharmaceutical majors reassessing their India strategies, even as private equity firms deepen their exposure to the domestic healthcare sector.
- The Indian pharmaceutical industry, valued at approximately US$55-60 billion in 2025, is the world’s third-largest by volume, projecting growth to US$130 billion by 2030
- The industry is moving from “Make in India” to “Develop in India,” focusing on complex generics, specialty medicines, and patent-protected products rather than just low-cost generic drugs.
Acknowledgements:
RBI Bulletin (www.bulletin.rbi.org.in), SEBI (www.sebi.gov.in), NSE (www.nseindia.com), BSE (www.bseindia.com)
Disclaimer:
This material has been prepared by the personnel in Vora Corporate Finance which is Investment Banking arm of Vora Management Consultancy Private Limited and looks after Mergers & Acquisitions (M&A), Private Equity (PE), Fund Raising, Debt syndication and Valuations and is based out of Ahmedabad, Gujarat, India. Any views or opinions expressed herein are solely that of individual authors and may differ from view of Vora Management Consultancy Private Limited. This material is proprietary to Vora Management Consultancy Private Limited and is for your personal use only. Any distribution, copy, reprints or forward to others is strictly prohibited.
This material captures the information based on information available in the public domain, public announcements and sources believed to be reliable. Analysis contained herein is based on publicly available information and appropriate assumptions. This material is intended merely to highlight market developments and is not intended to be comprehensive and does not constitute strategic, investment, legal or tax advice. In no event Vora Management Consultancy Private Limited be liable for any use by any party or for any decision made or action taken by any party in reliance upon, or for any inaccuracies or errors in, or omissions from, the information contained herein and such information may not be relied upon by you for evaluating any transaction.