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COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/01/1239
15th April 2025
Notice under Section 6(2) of the Competition Act, 2002 filed by Aster DM Healthcare Limited, BCP Asia II Topco IV Pte. Ltd., Centella Mauritius Holdings Limited and Quality Care India Limited
CORAM:
Mr. Anil Agrawal Member
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Order under Section 31(1) of the Competition Act, 2002
On 31^st^ January 2025, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) filed by Aster DM Healthcare Limited (Aster), BCP Asia II Topco IV Pte. Ltd. (BCP) and Centella Mauritius Holdings Limited (Centella) and Quality Care India Limited (QCIL) [Aster, BCP, Centella and QCIL are collectively referred to as ‘Parties’].
The notice has been filed pursuant to (i) Share Acquisition Agreement dated 29^th^ November 2024 entered amongst the Parties, Aster Promoters (i.e., Mr. Azad Moopen, Union Investments Private Limited and Union (Mauritius) Holding Limited and Sri Sainatha Multispeciality Hospitals Private Limited^1 (SAA); (ii) Merger Framework Agreement dated 29^th^ November 2024 (MFA) entered amongst the Parties, Aster Promoters, and Sri Sainatha Multispeciality Hospitals Private Limited. The MFA also includes the Scheme of Arrangement (Scheme); (iii) Shareholders Agreement (SHA) dated 29^th^ November 2024 executed by and amongst Aster, Aster Promoters and BCP; (iv) Deed of Adherence dated 29^th^ November 2024 executed by and amongst Aster, BCP, Aster Promoters, Aster Promoter Family^2 and Centella; and (v) Deed of Adherence dated 29^th^ November 2024 executed by and amongst Aster and Centella.
The proposed transaction envisages
^1 Sri Sainatha Multispeciality Hospitals Private Limited, a subsidiary of Aster, has been added as a confirming party solely for provision of certain business warranties.
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Combination Registration No. C-2025/01/1239
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Limited (Condis) and/or KIMS Health Care Management Limited (KHML)^5; and (ii) its group entity in Bangladesh i.e., 10%-17% in STS Holdings Limited (STS), either directly or through its wholly owned subsidiary Chemistry Intermediate Holdings Limited (CIHL)^6 for cash consideration from the existing shareholders of such group entities. Such sellers will then acquire certain shareholding in QCIL from both BCP and Centella for cash consideration such that Centella and BCP will eventually hold only approximately 9.7% and 29.2% shareholding respectively, in the merged entity (Ancillary Transactions). The Ancillary Transactions in respect of Condis and STS are a condition precedent to the Merger and are proposed to be undertaken prior to the effectiveness of the Merger (Merger Consideration) [QCIL Acquisition, Share Swap, Merger and Merger Consideration are collectively referred to as the ‘Proposed Combination’].
^2 Aster Promoter Family includes Ms. Alisha Moopen, Ms. Ziham Moopen, Ms. Naseera Azad and Ms. Zeba Azad Moopen. ^3 It is stated in the notice that TPG’s shareholding in the Company, post the Proposed Combination will be less than 10%. ^4 The share exchange ratio for this step is that for every 1000 shares of QCIL held by the eligible shareholder, 977 shares shall be issued to such eligible shareholder in the Company.
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Combination Registration No. C-2025/01/1239
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Board of the Company, equal representation on all Board Committees, certain information rights, etc.
Aster: Aster is a public limited company incorporated in India and listed on BSE Limited and National Stock Exchange India Limited. Its 58.12% shareholding is held by public shareholders, while the remaining shareholding of 41.88% is held by its ultimate controlling entity/persons, i.e., the Promoter and Promoter Group (defined below). All affiliates of Aster, including the relevant affiliates of the ultimate controlling person(s)/entity(s) of the Aster Group which breach the Materiality Thresholds^7, and which have a presence in India have been considered as Aster Affiliates. Aster is a healthcare service provider operating in India through 19 hospitals with 4867 beds, 13 clinics, 215 pharmacies, and 232 labs and patient experience centers across 6 states in India. Aster’s presence outside India is limited to a non-operating subsidiary in Mauritius named Affinity Holdings Private Limited.
Aster Group: Aster is a part of the Aster Group. Aster and the subsidiaries of Aster are collectively referred to as the Aster Group. The ultimate controlling entity of the Aster Group are the members of the Promoter and Promoter Group (defined below). Aster Group through its subsidiaries also provided healthcare services in the Middle East earlier,
^5 QCIL had previously filed a scheme for the merger of Condis with and into KHML in NCLT, Kochi. Accordingly, in the event the merger is consummated before the Ancillary Transactions, QCIL will effectively acquire 2- 7% in KHML. However, in the event the merger is not consummated prior to the Ancillary Transactions, QCIL will cumulatively acquire 2-7% in both Condis and KHML from the relevant sellers as mentioned above. Therefore, effectively, subject to the merger, QCIL will hold 2-7% in KHML. ^6 QCIL currently holds 60.12% shareholding in STS, not directly but through its wholly owned subsidiary, CIHL. STS is engaged in the business of operating tertiary level healthcare service in Bangladesh and currently operates a hospital under the name ‘Evercare Hospital Dhaka’. It also operates a hospital under the name ‘Evercare Hospital Chittagong’ through a wholly-owned subsidiary. It is clarified that STS has no business activities in India, nor does it have any presence in India (physical presence or by way of revenue attributable to India), and therefore is irrelevant for the purposes of overlaps assessment.
