Mumbai, Osaka: Pharma major Lupin Limited (including its subsidiaries, together referred to as  ‘Lupin’) announced that it has entered into a definitive agreement for the sale of its entire stake in its Japanese subsidiary Kyowa Pharmaceutical Industry Co., Ltd. (‘Kyowa’) to Unison Capital Partners IV, LPS and Unison Capital Partners IV (F). L.P. (collectively referred to as ‘Unison’), a leading private equity fund in Japan with a strong track record of success in the healthcare sector. The Board of Directors of Lupin approved this transaction today. The transaction will be subject to customary closing conditions including approval by Lupin’s shareholders.

Under the terms of the agreement, Lupin’s subsidiary Nanomi B.V. will divest its entire stake (99.82%) in Kyowa to Unison’s entity Plutus Ltd. for an enterprise value of JPY 57,361 million, subject to closing adjustments. The divested business recorded revenues of JPY 14,241 million in H1, FY 2020 (JPY 28,335 million in FY 2019).

The proposed transaction values Kyowa at an enterprise value of JPY 57,361 million (~INR 37,024 million) and will generate post tax net cash inflow of approximately JPY 32,596 million (~INR 21,039 million).  The transaction is expected to be EPS accretive and will significantly strengthen the consolidated balance sheet of the Company. The post transaction impact on the consolidated balance sheet is as follows:

• Net debt of the Company will stand at INR 11,290 million compared to INR 43,618 million as on September 30, 2019
• Net debt to equity ratio shall improve to 0.08 as compared to 0.32 as on September 30, 2019

Vinita Gupta, CEO, Lupin speaking on the proposed divestiture commented, “We are very pleased to partner with Unison, a leading healthcare focused private equity player. This transaction will build upon the strong foundation our team has established in Japan. We acquired Kyowa in 2007 and since then have made a material difference to the Japanese healthcare system with the affordable medicines we brought to market. This transaction is aligned with our vision to focus on our key markets and strategic priorities to achieve sustainable growth in the mid to long-term. The deal proceeds will be utilized to strengthen Lupin’s balance sheet as well as provide growth capital to support organic and inorganic initiatives for our focus markets”.

Nilesh Gupta, Managing Director, Lupin said, “Driven by the incentives provided by the Japanese government to increase generic utilization and our R&D, manufacturing and commercial strengths, we grew the Kyowa business multifold in the last 12 years to emerge as the 5^th largest generic company in Japan. This transaction leverages Kyowa’s strong position in CNS generics, long-listed and specialty products with Unison’s investments in healthcare to create a leading CNS healthcare player. We believe that the partnership with Unison will enable Kyowa to leverage its strong platform and human capital to achieve its full potential. We remain committed to advancing our complex generics, biosimilars and specialty portfolio globally, including Japan”.

Tatsuya Hayashi, Founding Partner of Unison, said, “We are delighted to welcome Kyowa into our portfolio and support its next phase of growth, both in its existing business, as Kyowa continues to center its strategy of strengthening its hybrid (brand/generics) pharma model in Japan, and in expanding its influence in the CNS space to beyond drugs. We look forward to actively working with Kyowa to leverage our unique set of resources in the healthcare market – including our own portfolio companies, and our network of experienced health care advisors and strategic partners – to enable Kyowa’s vision of growth. We also look forward to supporting Kyowa’s partnership with Lupin and exploring opportunities for Unison to collaborate further in the healthcare sector with Lupin and its unparalleled global network in the healthcare industry.”

Nomura International (Hong Kong) Limited is the sole financial advisor to Lupin for the proposed transaction.

About Unison

Unison Capital, Inc. was founded in 1998 and is an independent private equity firm with operations in Japan, Korea and Singapore. A pioneer in the private equity industry in Japan, Unison is also a leader in healthcare investments, with an emphasis on investments in the pharmaceutical sector.

About Kyowa

Founded in 1954, Kyowa (http://www.kyowayakuhin.co.jp/) develops, manufactures and sells branded and generic pharmaceutical products for patients in the Japanese market. Lupin had acquired majority ownership in Kyowa in 2007, and Kyowa is currently the 5^th largest generic player in Japan (IQVIA MAT September 2019). With a diverse product lineup that covers cardiovascular, gastroenterology and a wide variety of other segments, Kyowa has a particularly strong presence in the central nervous system/neurology space where key products are promoted under the AMEL brand. Kyowa has manufacturing facilities at Sanda and Tottori, and a Research Centre at Osaka.

About Lupin Limited

Lupin is an innovation led transnational pharmaceutical company developing and delivering a wide range of branded & generic formulations, biotechnology products and APIs globally. The Company is a significant player in the Cardiovascular, Diabetology, Asthma, Pediatric, CNS, GI, Anti-Infective and NSAID space and holds global leadership position in the Anti-TB segment.

Lupin is the 8^th largest generics pharmaceutical company by revenues (June 30, 2019, Bloomberg LTM). The Company is the 3^rd largest pharmaceutical player in the US by prescriptions (IQVIA MAT September 2019); 3^rd largest Indian pharmaceutical company by global revenues (June 30, 2019, Bloomberg LTM); 6^th largest company in the Indian Pharmaceutical Market and 5^th largest generic pharmaceutical player in Japan (IQVIA MAT September 2019).

For the financial year ended March 31, 2019, Lupin’s Consolidated sales and Net profits before exceptional items were at INR 163,694 million (USD 2.34 billion) and INR 9,466 million (USD 136 million) respectively. Please visit http://www.lupin.com for more information. You could also follow us on Twitter at – www.twitter.com/lupinglobal

CIN: L24100MH1983PLC029442 Registered Office: Lupin Ltd, 3^rd Floor, Kalpataru Inspire, Off Western Express Highway, Santacruz (East), Mumbai 400 055

For further information or queries please contact –

Arvind Bothra
Head – Investor Relations and M&A / Corporate Communications
Email: arvindbothra@lupin.com
Ph: +91-22-66408237

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