Biocon to Fold Biocon Biologics in $5.5B Integration

Biocon has announced a major corporate restructuring move, deciding to fully integrate its biosimilars arm Biocon Biologics Limited (BBL) back into the parent company. The company said this decision is aimed at creating a unified global biopharma powerhouse with a sharper strategic focus, stronger balance sheet, and enhanced scale across key therapeutic areas.

Executive Chairperson Kiran Mazumdar-Shaw said the consolidation will help Biocon “unlock true value” by eliminating the debt overhang and holding company discount that had dragged valuations in recent years.

Deal Values Biocon Biologics at $5.5 Billion

Biocon said the deal values Biocon Biologics at around $5.5 billion.
As part of the transaction:

• Biocon will buy out all minority investors in BBL.

• Investors such as Serum Institute Life Sciences, Tata Capital Growth Fund II, and Activ Pine LLP will exit via a share swap of 70.28 Biocon shares for every 100 BBL shares.

• Biocon will also acquire Viatris Inc.’s remaining stake for $815 million, split into $400 million cash and $415 million in Biocon stock.

To fund the cash requirement, Biocon plans to raise up to ₹4,500 crore ($500 million) through a qualified institutional placement (QIP) and bridge loans.

Biocon confirmed that the swap ratios were vetted by EY, and Morgan Stanley advised on the transaction.

Restructuring to Close by March 2026

The company expects the restructuring to be completed by March 2026.
Once integrated, Biocon will operate as a single global biopharma entity spanning:

• Biosimilars

• Insulins

• GLP-1 peptides

• Complex generics

This unified platform will position Biocon among the few global players with strong scale in both generics and biologics, giving it a broader portfolio and deeper commercial reach.

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Why Biocon is Reversing the Original Structure?

Mazumdar-Shaw explained that the creation of Biocon Biologics as a separate entity was originally meant to attract investments and scale up globally in biosimilars.

BBL did achieve that goal, including the $3 billion acquisition of Viatris’ biosimilars business.

However, she pointed out that:

“Markets kept devaluing both Biocon and Biocon Biologics because of debt overhang and holding company discount. Folding Biologics back into Biocon unlocks true value and gives us a much stronger balance sheet.”

Debt Levels Have Improved Sharply

Biocon has already made meaningful progress in strengthening its financials.

• The company’s debt-to-EBITDA ratio improved from 4.3x in 2020 to 2.5x currently.

• With consolidation and deleveraging, Mazumdar-Shaw expects further improvement, creating room for free cash flow to support aggressive product launches.

She emphasized that combining the two businesses brings significantly stronger financial metrics and a more resilient balance sheet.

Promoter Shareholding to Drop Below 50%

Ahead of the consolidation:

• Biocon promoters held 54.45% stake.

After the share swap and QIP issuance:

• Promoter holding is expected to fall to around 44.4%.

Mazumdar-Shaw indicated that this is an outcome of necessary equity issuance and restructuring to create long-term shareholder value.

Leadership Reorganisation for Integrated Biocon

The merged entity will see important leadership shifts:

• Shreehas Tambe, currently CEO of Biocon Biologics, will lead the combined company.

• Siddharth Mittal will move to a group leadership role.

• Mazumdar-Shaw remains Executive Chairperson.

She said,

“We are very well placed and confident that we will continue to build on the leadership we already have.”

Strategic Focus on Diabetes, Oncology, and Immunology

Biocon said the merged unit will sharpen focus on therapeutic areas that account for nearly 40% of global pharma revenues:

• Diabetes

• Oncology

• Immunology

Biocon is placing big bets on the fast-growing ‘diabesity’ market — driven by biosimilar insulins and a strong GLP-1 peptide pipeline expected to be unlocked by the end of 2026.

“One year down the line, this will be a huge, unique proposition for Biocon,” Mazumdar-Shaw noted.

A Combined Global Portfolio Across 120+ Countries

Biocon highlighted the combined scale of the integrated operations:

• Biocon Biologics is among the world’s top five biosimilar players by revenue, with 10 commercialized products across major international markets.

• Biocon’s generics division offers over 90 products globally.

• Together, the combined entity serves patients in more than 120 countries.

Mazumdar-Shaw said:

“Biocon is one of the few companies globally with a truly integrated end-to-end biosimilars model. This consolidation strengthens that advantage.”

The company believes this single-entity structure will give it stronger market presence and operational efficiency as it builds out new launches across biosimilars, insulins, and GLP-1 therapies.

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