Gland Pharma Plans to Make Gland Pharma USA a Direct Wholly-Owned Subsidiary

Board Approves Acquisition of Gland Pharma USA

Gland Pharma Limited has announced that its board of directors has approved the acquisition of 100% of the equity share capital of Gland Pharma USA Inc., also known as Gland US.

Gland US is currently a wholly-owned step-down subsidiary of Gland Pharma. After the transaction is completed, it will become a direct wholly-owned subsidiary of Gland Pharma.

The company said the move is mainly aimed at simplifying its corporate structure and removing an additional layer of ownership.

What Is Gland Pharma USA?

Gland Pharma USA Inc. is currently owned through Gland Pharma International Pte. Ltd., which is a wholly-owned subsidiary of Gland Pharma.

This means Gland US is not directly owned by Gland Pharma at present. Instead, it sits one level below Gland Pharma International in the company's corporate structure.

The proposed transaction will change this structure.

Once Gland Pharma acquires all the equity shares of Gland US from Gland Pharma International, Gland US will be directly owned by Gland Pharma.

Why Is Gland Pharma Changing the Structure?

The company said its management has proposed the transaction to remove multiple layers in its corporate structure.

In simple terms, Gland Pharma wants to make the ownership arrangement more direct.

At present, Gland US is held through another wholly-owned subsidiary. After the acquisition, Gland Pharma itself will hold the shares of Gland US.

The company expects this simpler structure to streamline its corporate organization.

Gland US Will Remain Wholly Owned

The transaction will involve the transfer of 100% of the equity share capital of Gland US.

Gland Pharma International Pte. Ltd. will transfer its ownership in Gland US to Gland Pharma.

This means there will be no change in the ultimate ownership of Gland US. It will continue to remain completely owned within the Gland Pharma group.

The main change is that Gland Pharma will become the direct owner instead of holding Gland US indirectly through Gland Pharma International.

Audit Committee and Board Have Approved the Transaction

The proposed acquisition has already received approval from the company's Audit Committee.

The board of directors has also approved the transaction.

Gland Pharma said these approvals were obtained in accordance with the requirements of the Companies Act, 2013.

The approvals allow the company to proceed with the planned transfer of the equity shares, subject to completion of the required steps.

Transaction Is an Internal Group Restructuring

The proposed acquisition is an internal restructuring within the Gland Pharma group.

Gland Pharma is acquiring Gland US from another company that is already wholly owned by Gland Pharma.

As a result, the transaction does not introduce a new external shareholder or change the overall ownership of Gland US outside the group.

Instead, it changes the level at which Gland Pharma directly holds the U.S. subsidiary.

When Will the Acquisition Be Completed?

Gland Pharma expects to complete the acquisition of the equity shares of Gland US by October 31, 2026.

Once the transaction is completed, Gland US will become a direct wholly-owned subsidiary of Gland Pharma.

The company will then have a more direct ownership structure for its U.S. subsidiary.

A Simpler Corporate Structure

The main purpose of the transaction is to simplify the company's existing structure.

Multiple layers of subsidiaries can sometimes make corporate ownership and management structures more complicated.

By moving Gland US directly under Gland Pharma, the company can remove one level between the parent company and the U.S. subsidiary.

The company said this change is intended to streamline the corporate structure.

What Happens Next?

Gland Pharma will now complete the required steps to transfer the 100% equity share capital of Gland US from Gland Pharma International Pte. Ltd. to Gland Pharma Limited.

The company expects the transaction to be completed by October 31, 2026.

After completion, Gland Pharma USA Inc. will operate as a direct wholly-owned subsidiary of Gland Pharma Limited, replacing its current position as a step-down subsidiary.

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