Cadila Healthcare : SE Intimation Pearl

__________________________________________________________________________________

May 12, 2021

Listing Department	Code: 532 321
BSE LIMITED
P J Towers, Dalal Street, Fort,
Mumbai-400 001
Listing Department	Code: CADILAHC
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
Exchange Plaza, Bandra Kurla Complex,
Bandra (E),
Mumbai-400 051

Re.: Intimation under regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations")

Dear Sir / Madam,

We would like to inform that Zydus Animal Health and Investment Limited ("ZAHL"), a wholly owned material subsidiary of Cadila Healthcare Limited ("the Company"), has entered into a Business Transfer Agreement ("BTA") and other Ancillary Agreements (together "Definitive Agreements") for disposal of its Animal Healthcare Established Markets Undertaking ("Undertaking") (having animal healthcare business in India and certain other countries) to Zenex Animal Health India Private Limited (formerly known as Nutrizvit Animal Health India Private Limited) ("Purchaser"), by way of a slump sale, without values being assigned to the individual assets and liabilities on debt free and cash free basis, subject to certain closing date adjustments specified in the BTA, with effect from such date, in such manner and on such terms and conditions, as specified in the Definitive Agreements.

The said transaction of sale and disposal of the Undertaking shall be subject to approval of shareholders of the Company by way of a special resolution as per regulation 24(6) of the Listing Regulations.

Additional disclosures, with regard to disposal of the undertaking of ZAHL, as required under the Listing Regulations read with SEBI Circular No. CIR/CFO/CMD/4/2015 dated September 9, 2015 are given in Annexure 1 to this letter.

For the information of the investors, ZAHL has another business undertaking viz. Animal Healthcare Emerging Markets Undertaking, which is expected to commence animal health business in the US and certain European countries and this business undertaking is not part of the transaction. ZAHL continues to develop the animal health business products for those markets and at present, this business is in the development and investment phase.

Regd. Office: "Zydus Corporate Park" Scheme No. 63, Survey No. 536, Khoraj (Gandhinagar), Nr. Vaishnodevi Circle, S.G. Highway, Ahmedabad-382481.Phone: [phone];Website: www.zyduscadila.com; CIN: L24230GJ1995PLC025878

__________________________________________________________________________________

We request you to kindly take this in your record and disseminate.

Thanking you,

Yours Sincerely

For, CADILA HEALTHCARE LIMITED

DHAVAL NARENDRA SONI

Digitally signed by

DHAVAL NARENDRA SONI

Date: 2021.05.12 10:29:18 +05'30'

DHAVAL N. SONI

COMPANY SECRETARY

Encl.: As above

Regd. Office: "Zydus Corporate Park" Scheme No. 63, Survey No. 536, Khoraj (Gandhinagar), Nr. Vaishnodevi Circle, S.G. Highway, Ahmedabad-382481.Phone: [phone];Website: www.zyduscadila.com; CIN: L24230GJ1995PLC025878

__________________________________________________________________________________

ANNEXURE-1

Details as per the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 (with regard to disposal of an Undertaking of ZAHL (Company's wholly owned material subsidiary) to Zenex Animal Health India Private Limited (formerly known as Nutrizvit Animal Health India Private Limited) ("Purchaser")

Sr.		Particulars		Details
No.
a.	the amount and percentage	Details of turnover of the Undertaking for the
	of the turnover or revenue	financial year 2019-20 and networth of the
	or income and net worth	Undertaking as on March 31, 2020 were as under:
	contributed by such unit or
	division of the listed entity	Turnover*-Rs. 5,133 mio. representing 4% of the
	during the last financial year	consolidated turnover and EBIDTA of Rs. 876 mio.,
					representing 3% of the consolidated EBIDTA of Cadila
					Healthcare Limited (listed entity).
					Networth*-Rs. 22,036 mio. as on March 31, 2020,
					representing 21% of the consolidated networth of
					listed entity.
					* Financial statements for the year ended on March 31, 2021
					are still being prepared and hence unavailable.
b.	date	on	which	the	May 12, 2021
	agreement for sale has been
	entered into
c.	the	expected date	of	Within a period of 90 days from the date of entering
	completion of sale/disposal	into the Definitive Agreements. The said transaction
					is subject to approval of shareholders of the
					Company by way of a special resolution as per
					regulation 24(6) of the Listing Regulations.
d.	consideration received from	The estimated consideration amount is Rs. 29,210
	such sale/disposal		mio. subject to certain closing date adjustments in
					terms of the Definitive Agreements.

Regd. Office: "Zydus Corporate Park" Scheme No. 63, Survey No. 536, Khoraj (Gandhinagar), Nr. Vaishnodevi Circle, S.G. Highway, Ahmedabad-382481.Phone: [phone];Website: www.zyduscadila.com; CIN: L24230GJ1995PLC025878

__________________________________________________________________________________

Sr.			Particulars			Details
No.
e.	brief details of buyers and	Zenex Animal Health India Private Limited (formerly
	whether any of the buyers	known as Nutrizvit Animal Health India Private
	belong	to	the	promoter/	Limited ("Purchaser"), a special purpose vehicle
	promoter	group/group	incorporated by Multiples Alternate Asset
	companies.	If	yes,	details	Management Private Limited and other investors
	thereof						with an object to carry on animal healthcare
								business. The Purchaser does not belong to the
								promoter / promoter group / group companies.
f.	whether	the	transaction	Not a related party transaction.
	would	fall	within	related
	party	transactions?	If	yes,
	whether the same is done at
	"arms length"
g.	additionally, in	case	of a	As the transaction is by way of slump sale, the
	slump		sale,	indicative	relevant information is provided hereunder.
	disclosures	provided	for
	amalgamation/merger, shall
	be disclosed by the listed
	entity with respect to such
	slump sale.
1.	name	of	the	entity(ies)	ZAHL and the Purchaser are the parties to the
	forming		part	of	the	Definitive Agreements. Turnover of the Undertaking
	amalgamation/merger,		for the financial year 2019-20 was Rs. 5,133 mio.
	details in brief such as, size,
	turnover etc.				As the Purchaser entity is a special purpose vehicle
								incorporated only on March 9, 2021, the details of
								size or turnover are not applicable.
2.	whether	the	transaction	Not a related party transaction.
	would	fall	within	related
	party	transactions?	If	yes,
	whether the same is done at
	"arms length"

Regd. Office: "Zydus Corporate Park" Scheme No. 63, Survey No. 536, Khoraj (Gandhinagar), Nr. Vaishnodevi Circle, S.G. Highway, Ahmedabad-382481.Phone: [phone];Website: www.zyduscadila.com; CIN: L24230GJ1995PLC025878

__________________________________________________________________________________

Sr.	Particulars	Details
No.
3.	area of business of the	ZAHL is engaged in the business of pharmaceuticals
	entity(ies)	and investments.
		The Purchaser was incorporated on March 9, 2021
		with an object to carry on animal healthcare
		business.
4.	rationale for amalgamation/	With a view to accelerate growth of the business,
	merger	improve operational efficiencies and explore
		strategic choices for its business, ZAHL has been
		exploring various strategic options with the help of
		leading investment advisors to create synergy in the
		operations of its business. ZAHL initiated the process
		to look for strategic and/or financial partners who
		share the same values and growth ambition for the
		business with an intention to invite them to take
		equity stake in ZAHL. In the process, to explore
		merger or combination of its business with such
		partner, for sale of part of the securities, assets or
		business or any other form of strategic / financial
		alliance.
		During the process, ZAHL realized that the preference
		of the investors was to get majority or total and
		absolute control of the business of its Animal
		Healthcare Established Markets Undertaking (rather
		than becoming a significant minority partner in
		ZAHL).
		In view of the foregoing, ZAHL found it commercially
		prudent to transfer the Undertaking to the
		Purchaser.
		ZAHL will continue to pursue business opportunities
		in US and certain European countries through Animal
		Healthcare Emerging Markets Undertaking.

Regd. Office: "Zydus Corporate Park" Scheme No. 63, Survey No. 536, Khoraj (Gandhinagar), Nr. Vaishnodevi Circle, S.G. Highway, Ahmedabad-382481.Phone: [phone];Website: www.zyduscadila.com; CIN: L24230GJ1995PLC025878