SUMMARY OF THE COMBINATION
(In terms of Regulation 13(2) of the Competition Commission of India
(Combinations) Regulations, 2024)
A.
Name of the parties to the combination
1.
The Parties to the Proposed Transaction are:
a.
Manipal Health Systems Private Limited (“MHSPL”);
b.
Manipal Education and Medical Group India Private Limited
(“MEMGIPL”);
c.
MEMG Family Office LLP (“MEMG FO”);
d.
Claypond Capital Partners Private Limited (“Claypond”);
e.
MEMG International India Private Limited (“MEMG International India”);
and
f.
MNI Ventures,
(hereinafter collectively referred to as the ‘Manipal Group’ or the ‘Acquirers’);
and
a.
Aakash Educational Services Limited (“AESL” or “Target”).
B.
Nature and purpose of the combination
2.
The Manipal Group is an existing shareholder in AESL. AESL has proposed to
raise funds through a rights issue. This Notice contemplates a scenario in relation
to AESL’s proposed rights issue, in which the Acquirers’ cumulative shareholding
in AESL may increase beyond 75% of AESL’s total issued and paid up share
capital, resulting in acquisition of sole control over AESL’s affairs and
management by them.
C.
Overview of the parties and their business activities
a.
Manipal Group: The Manipal Group is primarily engaged in the
healthcare and education sector in India.
b.
AESL: AESL is a public unlisted limited company incorporated in India
under the Companies Act, 1956. AESL (directly or through its subsidiary
or through its franchisees) is engaged in providing the 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; and
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.
AESL offers its services through multiple modes such as classroom-based
coaching, online learning, distance learning and hybrid learning
programmes.
D.
Relevant market(s) in which the Parties to the combination operate
3.
It is submitted that regardless of the manner of defining the relevant market, the
Proposed Transaction will not have any appreciable adverse effect on
competition (“AAEC”) in India on account of, inter alia, the low market share of
the Parties, the presence of several strong competitors, the increasing ease of
access to technology, and low entry barriers resulting in the entry of several new
players; and therefore, the precise definition of the relevant market may be left
open.
4.
Without prejudice to the above, in the interest of assisting the Hon’ble
Commission in its assessment, the relevant market may be defined as the
potential market for provision of non-formal education in India.
