Daiichi Sankyo, which owns approximately 63% of Ranbaxy, outlined upcoming key dates in Sun Pharma's $3.2-billion acquisition of Ranbaxy, which the companies announced earlier this month. As previously announced, Sun Pharma will acquire 100% of Ranbaxy in an all-stock transaction by which Ranbaxy shareholders will receive 0.8 share of Sun Pharma for each share of Ranbaxy. The combined entity will have operations in 65 countries, 47 manufacturing facilities, and a portfolio of specialty and generic products marketed globally, including 629 abbreviated new drug applications. On a pro forma basis, the combined entity's 2013 revenues are estimated at $4.2 billion. 

According to Daiichi Sankyo, the combined company will become the fifth-largest specialty generics company in the world and the largest pharmaceutical company in India. “For Daiichi Sankyo, the merger is an opportunity to pursue new development in its hybrid business model through the new partnership with Sun Pharma,” said Daiichi Sankyo in a press release.

Daiichi Sankyo said it expects merger approval from Indian securities exchanges by the end of June 2014 and for the merger to be completed by the end of December 2014, pending shareholder, court and regulatory approvals, and other customary conditions. Daiichi Sankyo will have the right to nominate one director to Sun Pharma's board of directors post completion of the merger.

Ranbaxy will be merged with Sun Pharma by means of a share swap, resulting in Sun Pharma as the surviving company and Ranbaxy as the company to be absorbed. At present, Daiichi Sankyo owns approximately 63.41% (ratio of voting rights held) of the shares of Ranbaxy. Daiichi Sankyo is scheduled to acquire approximately 9% of the shares of Sun Pharma as a result of this merger.

The merger comes as Ranbaxy addresses quality issues at its manufacturing facilities in India. On April 7, 2014, Ranbaxy Laboratories, a subsidiary of Daiichi Sankyo Company, Limited, issued on a statement regarding its API manufacturing plant in Toansa, India. “[The] United States Attorney's Office for the District of New Jersey has issued an administrative subpoena dated March 13th to Ranbaxy seeking information primarily related to the Company's API Toansa manufacturing facility in India for which a Form 483 was issued by FDA culminating into import alert. The Toansa facility is subject to certain terms of Consent decree entered against Ranbaxy in January 2012. The company is fully cooperating with this information request. Ranbaxy is confident that its pharmaceutical products are safe and effective and is committed in its efforts to remain fully compliant with the US Regulatory standards.”

Source: Daiichi Sanyko (Merger details) and Daiichi Sankyo (Ranbaxy statement)

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