Allowed

1. Manipal Health Systems Private Limited 2. Memg Family Office LLP

CCI23 Jul 2024C-2024/05/1142

Case brief

AI extract

What is this about?

The Competition Commission of India reviewed filing for combination registration regarding acquisition of equity in Aakash Educational Services Limited by Manipal Health Systems Private Limited and MEMG Family Office LLP. The Commission found low market shares and no horizontal or significant vertical overlaps that would impact competition.

What did the court decide?

Approval of the proposed combination under Section 31(1) of the Competition Act, 2002.

1. Manipal Health Systems Private Limited 2. Memg Family… — Company and Corporate | CCI (2024)

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COMPETITION COMMISSION OF INDIA Combination Registration No.C-2024/05/1142

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Non-Confidential 23^rd July 2024

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Notice under Section 6(2) of the Competition Act, 2002 filed by Manipal Health Systems Private Limited and MEMG Family Office LLP

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CORAM:

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Ms. Ravneet Kaur Chairperson

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Mr. Anil Agrawal Member

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Ms. Sweta Kakkad Member

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Mr. Deepak Anurag Member

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Order under Section 31(1) of the Competition Act, 2002

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On 9^th May 2024, the Competition Commission of India ( Commission ) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 ( Act ) filed by Manipal Health Systems Private Limited ( Acquirer 1/ MHSPL ) and MEMG Family Office LLP ( Acquirer 2/ MEMG FO ) [Acquirer-1 and Acquirer-2 are together referred to as “ Acquirers ”].

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Combination Registration No. C-2024/05/1142

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The notice has been filed pursuant to the conversion notice dated 15^th January 2024 issued by Catalyst Trusteeship Limited ( Debenture Trustee ) and a notice dated 18^th March 2024 issued by the Acquirer-2.

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The notice has been filed for the transaction as set out below:

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i. Acquisition by the Acquirer-1 of [-------------------------------------] of the Aakash Educational Services Limited ( Target/AESL ), [-------------------------------------] pursuant to the conversion of the debentures to equity shares of the Target in accordance with the Debenture Trust Deed ( Transaction-1 ); and

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ii. Acquisition by Acquirer-2 of [-----] an additional [-------------------------------] of the Target [-----------------------------] (or such additional shares as decreed by the arbitral tribunal at the date of transfer) pursuant to the occurrence of an event of default under loan agreement dated 13^th October 2023 ( LA-3 ) ( Transaction-2 ).

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Transaction-1 and Transaction-2 are together referred to as the “ Proposed Combination ”. Post the completion of Transaction-2, the Acquirers together will hold up to approximately 48% of the Target’s share capital. [Hereinafter, the Acquirers and the Target are collectively referred to as the “ Parties ”].

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In terms of Regulation 14 of Competition Commission of India (procedure in regard to the transaction of business relating to combinations) Regulations, 2011, certain information(s)/ clarification(s) were sought vide communication dated 24^th May 2024, 13^th June 2024, and 26^th June 2024 and the responses to the same were received on 5^th June 2024, 19^th June 2024, and 1^st July 2024. Further, voluntary submissions were received on 8^th July 2024.

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Acquirer-1 is a privately held healthcare company in which Manipal Global Health Services, Manipal Education and Medical Group India Pvt. Ltd. and Acquirer-2 holds shareholding. It provides a diverse range of services, including hospital services, research services, telemedicine, home healthcare, and medical tourism. One of the

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Combination Registration No. C-2024/05/1142

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affiliates of the Acquirers’, Manipal Global Education Services Private Limited ( MaGE ) offers an app-based subscription service under the name ‘Manipal MedAce’ which, inter alia , offers a Prep Product to retail medical (MBBS) students for the medical postgraduate entrance test preparation.

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Acquirer-2, incorporated in India, is a limited liability partnership firm and ultimately belongs to the Pai Family Group. Its designated partners include Dr. Ranjan Ramdas Pai and Mrs. Shruti Ranjan Pai and Manipal Education and Medical Group India Pvt. Ltd. It is engaged in the provision of management consultancy services and advisory activities to customers in India and does not have any operations other than in India.

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The Pai Family comprises Dr. Ranjan Pai, Mrs. Shruti Pai, Ms. Sanya Pai and Ms. Rhea Pai, and the bloodline descendants of Ms. Sanya Pai and Ms. Rhea Pai (together referred to as “ Pai Family ”). The Pai Family is treated as the ultimate parent of the Pai Family Group, including the Acquirers. The Pai Family and Pai Family Group, including through their affiliates, are engaged in (i) running and managing hospitals and providing health care services; (ii) providing management business consultancy and other related services; (iii) providing services in finance, management, administration, legal, human resources development and other related fields; (iv) management and administration of teaching hospitals; (v) operating various hospitals or clinics for providing healthcare services; and (vi) providing educations and related services. It is submitted in the notice that educational institutions operated by the Acquirer Group offer their services primarily in the formal education segment and not in the market for non-formal education.

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The Target is AESL. Aakash Edutech Private Limited ( AEPL ) is the 100% subsidiary of the Target. The Target operates classroom centres (including its franchisee centres) (Aakash Centres) across India. Further, the Target offers its services through multiple modes such as classroom-based coaching, online learning, distance learning and hybrid

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Combination Registration No. C-2024/05/1142

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learning programmes. The Target (directly or through its subsidiary or its franchisees) provides following services: (i) coaching services supplementing their classroom learning curated learning resources for class 8; (ii) preparatory coaching services for junior competitive scholarship tests and merit-based entrance tests, such as Olympiads and NTSE; (iii) coaching services supplementing their classroom learning curated learning resources for class 9 to 10; and (iv) coaching services supplementing their classroom learning curated learning resources for science stream for classes 11 and 12.

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The Acquirers have submitted that horizontal overlaps, vertical and complementary relationships have been mapped between the Target on one hand and, the Acquirers as well as all entities forming part of the Pai Family Group that meet the Materiality Threshold¹ on other hand. It is submitted that the Parties only exhibit horizontal overlap in the broader market for non-formal education in India and the narrower subsegment of supplemental campus learning with comprehensive and curated test preparatory coaching services for Medical PG Entrance Test. Accordingly, the relevant markets may be considered as ‘ Market for provision of non-formal educational services in India ’ ( Broad Relevant Market ), which may be segmented into ‘ Market for provision of test preparatory coaching services for medical examinations for PG degrees/courses in India ’ ( Narrow Relevant Market/ NRM ).

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The Commission decides to leave precise delineation of the relevant market open, as it was observed that because of the reasons stated below, the Proposed Combination is not likely to result in appreciable adverse effect on competition irrespective of the manner in which the relevant market is delineated.

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1 The Parties (and their group entities) have considered those entities in which they hold:

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i. direct or indirect equity stake of 10%, or

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ii. any right or ability to exercise any right including any advantage of commercial nature with any of the party or its affiliates that is not available to an ordinary shareholder; or

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iii. any right or ability to nominate a director or observer in another enterprise(s).

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Combination Registration No. C-2024/05/1142

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Based on the submissions of the Parties, it is noted that the combined market shares of the Parties are in the range of [0-5] % only in Broad Relevant Market as well as Narrower Relevant Market. Further, other players are present in both these markets.

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Considering the material on record, including details provided in the notice given under sub-section (2) of Section 6 of the Act and assessment of the combination based on the factors stated in sub-section (4) of Section 20 of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India in any of the relevant market(s), and therefore, the Commission approves the same under Section 31(1) of the Act. This approval is without prejudice to any proceeding under Section 43A of the Act.

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This order may stand revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

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The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

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The Secretary is directed to communicate to the Acquirers accordingly.

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1. Manipal Health Systems Private Limited 2. Memg Family Office LLP

Case brief

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1. Manipal Health Systems Private Limited 2. Memg Family Office LLP

Case brief

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