Suven Pharmaceuticals Limited and Cohance Lifesciences Limited on 29 February 2024 announced a proposed scheme of amalgamation for the merger of Cohance with Suven. This marks a pivotal moment in Suven’s journey, underscoring its commitment to scaling, ensuring consistent earnings, fortifying its financial standing, and advancing towards forging leadership in the integrated CDMO space, Suven said in a statement.
Shares of Suven Pharma jumped 12% in morning deals on 1 March, a day after the firm announced the merger.
Cohance is a leading CDMO and Merchant API platform with global leadership in select low-mid volume molecules as well as unique capabilities in the form of its antibody drug conjugates (ADC) platiorm. Its CDMO segment has grown at healthy CAGR of 30%+ over FY20-23 and contributes ~44% to its Gross Profits for 9mFY24.
Global private equity giant Advent International had earlier announced the acquisition of 50.1% stake in Suven Pharma in December 2022 for Rs 6313 crore, and had indicated then that it was planning to merge it with its portfolio company Cohance Lifesciences.
Strategic benefits and rationale
The deal strengthens Suven’s CDMO industry leadership position with niche capabilities and scale benefits. The merger will hall establish Suven’s position as a diversified CDMO and API leader in India, transcending our current revenue base. The merged entity is expected to be among leading integrated CDMO players in India. With an expanded capacity to around 2,650 kL and a significantly broadened customer base, scale and synergy benefits are substantial.
Provides multiple engines of growth: The merged platform to comprise three distinct business units – Pharma CDMO, Spec Chem CDMO, and API+ (inclusive of formulations). The integrated CDMO model enables comprehensive molecule development and life cycle management for both pharmaceutical and specialty chemical partners.
Cohance’s addition, particularly its fast-growing ADC platiorm, reinforces Suven’s position as a leading CDMO platform, enhancing offerings for valued customers and partners. The addition of API+ business will primarily add select low-mid volume high value molecules, with leading global market share, backed by deep cost position and robust chemistry capabilities. It will scale Suven’s formulations business, supported by backward integration, that will help with optimal utilization of the capacities available.
- Provides Access to GMP facilities: This expands the scope of product offering to existing customers through access to multiple GMP facilities (US FDA audited)
- Yields revenue and cost synergies: The anticipated synergy benefits from the merger is substantial, Suven said. On the revenue front, the limited customer overlap will help with cross-selling opportunities, leveraging Cohance’s capabilities to reach Suven customers and vice versa, e.g. leverage ADC platform and lifecycle management of key molecules for Suven customers.
On the costs side, the benefits include sourcing materials through common vendors, cost optimization across the platform, potentially lower investments in G&A.
On the proposed merger, Annaswamy Vaidheesh, executive chairman, Suven said, “This is a transformative step in Suven’s journey of growth and building a respected integrated CDMO player. We are extremely excited about the benefits of combined scale, capabilities, complementary customer base and best practices that will further help enhance our leadership position in India and globally”.
V Prasada Raju, managing director, Suven, said, “Our entire management team, spanning Suven and Cohance, is enthusiastic about shaping the future of the Pharmaceutical & Specialty Chemical landscape. The combination helps us drive multiple synergies both on revenue and cost front.”
Shweta Jalan, board member, Suven and managing partner & Head of Advent International in India, said, “This merger represents its continued commitment to build a leading CDMO player in India, driven by innovation, growth, and value creation. Drawing inspiration from global peers with similar end-to-end capabilities, we are confident in our ability to scale globally”.
Pankaj Patwari, board member, Suven and managing director, Advent International said, “We are just starting on the integrated CDMO journey and are quite excited to build a global leader in the space. With this combination, we will have a solid base for each of our three engines and we will invest behind each one of them, both organically & inorganically, thereby consolidating the CDMO space”.
Transaction details
- Swap Ratio and Shareholding: Once effective, all shareholders of Cohance will be issued shares of Suven at the ratio of 11 shares of Suven for every 295 shares of Cohance, based on the swap ratio. The new shares of Suven issued will be traded on the NSE and BSE. Advent entities shall own around 66.7% and the public shareholders will hold ~33.3% of the combined entity (preESOP dilution).
- Timelines: The overall transaction is expected to conclude over next 12-15 months subject to receipt of all relevant shareholder and regulatory approvals.
Suven is India’s leading innovator focused, integrated pharma & specialty chemical CDMO company that has grown 16%+ CAGR over last 10 years and has 40%+ EBITDA margins. It specializes in custom synthesis, process R&D, scale up and contract manufacturing of intermediates, APIs and formulations. Suven does around 90% of its business with innovators.
Cohance Lifesciences is a leading CDMO and API platform, offering products and services across all phases of a molecule’s lifecycle from development to commercialization. It provides end-to-end CDMO services to global innovators and serves customers across nearly 60 countries with 80+ molecules backed by robust R&D, regulatory capabilities and manufacturing infrastructure. It has seven manufacturing facilities. Cohance recorded a total proforma revenue of Rs 1,330 crore. (FY 2022- 23) and has grown at a market leading >16% CAGR organically in the last four years.
