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India – CCI Clears The Proposed Combination Between TPG And Manipal Group.

18  March, 2015

 


On January 15, 2015, CCI cleared the proposed transaction involving acquisition of up to 24.75% of the equity share capital of Manipal Health Enterprises Private Limited (‘MHEPL’) by TPG Asia VI SF Private Limited (‘TPG SF’) and the demerger of real estate assets (‘Demerger’) of Manipal Health Systems Private Limited (‘MHSPL’) into MHEPL.

TPG SF, a company incorporated in Singapore, is affiliated with TPG Group which is a global private investment group. MHEPL, a part of Manipal Educational and Medical Group (‘Manipal Group’), is a provider of healthcare services in India. It operates multi-specialty hospitals, clinics, teaching hospitals and many fertility clinics in several states in India. MHSPL, a part of Manipal Group, is engaged in provision of hospital management services in India. As part of its core healthcare business, MHSPL leases and sub-leases its properties to MHEPL.

TPG SF had originally had filed notice to CCI seeking approval only for its acquisition of stake in MHEPL, on the grounds that the Demerger was an intra-group transaction independent of the proposed acquisition of stake in MHEPL by TPG SF. However, CCI concluded that the Demerger was an interconnected and interdependent part of proposed combination within the meaning of Regulation 9(4) read with Regulation 9(5) of Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations,2011. Accordingly, CCI directed TPG SF to file a fresh notice under Section 6(2) of the Act.

In course of its review, CCI made the following observations: (i) there were no horizontal overlaps between the parties as neither TPG SF nor any of the portfolio companies of TPG SF were engaged in the business of provision of hospital services in India; (ii) the vertical arrangements between the portfolio companies of TPG SF and MHEPL did not raise any significant competition concerns; and (iii) the Demerger was not likely to raise any competition concerns since MHSPL did not provide services outside Manipal Group. 

Accordingly, CCI concluded that the proposed transaction was not likely to cause any AAEC and approved the same. AZB & Partners represented TPG SF in the above transaction.

AZB      

 

For further information, please contact:

 

Zia Mody, AZB & Partners
zia.mody@azbpartners.com

 

Abhijit Joshi, AZB & Partners 
abhijit.joshi@azbpartners.com

Shuva Mandal, AZB & Partners 
shuva.mandal@azbpartners.com

 

Samir Gandhi, AZB & Partners
samir.gandhi@azbpartners.com

Percy Billimoria, AZB & Partners 
percy.billimoria@azbpartners.com

 

Aditya Bhat, AZB & Partners 
aditya.bhat@azbpartners.com

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