Page 1 of 8
COMPETITION COMMISSION OF INDIA
Combination Registration No. 2024/04/1139
28th May 2024
Notice under Section 6(2) of the Competition Act, 2002 filed by Matrix Pharma Private
Limited, Mudhra Labs Private Limited, Mudhra Lifesciences Private Limited, Mudhra
Pharmacorp LLP, Kotak Strategic Situations India Fund II and Kingsman Wealth
Fund PCC Aurisse Special Opportunities Fund
CORAM:
Ms. Ravneet Kaur
Chairperson
Mr. Anil Agrawal
Member
Ms. Sweta Kakkad
Member
Order under Section 31(1) of the Competition Act, 2002
1.
On 23rd April 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
Matrix Pharma Private Limited (Acquirer), Mudhra Labs Private Limited (Mudhra
Labs), Mudhra Lifesciences Private Limited (Mudhra Lifesciences), Mudhra
Pharmacorp LLP (Mudhra Pharmacorp), Kotak Strategic Situations India Fund II
(Investor 1) and Kotak Alternate Asset Managers Limited (KAAML/ Investor 2) and
Kingsman Wealth Fund PCC Aurisse Special Opportunities Fund (Kingsman)
[Hereinafter, Mudhra Labs, Mudhra Lifesciences and Mudhra Pharmacorp are
collectively referred to as the ‘Acquirer Holding Entities’. Investor 1 and Investor 2
are collectively referred to as the ‘Investors’. Further, the Acquirer, Acquirer Holding
Entities, Investors and Kingsman are collectively referred to as ‘Acquirers’].
Combination Registration No. C-2024/04/1139
Page 2 of 8
2.
By way of background, it is stated in the notice that the Acquirer and the Investors had
earlier submitted a notice bearing registration no. C-2024/01/1100 seeking approval
from the Commission for the Acquirer’s acquisition of the Target and investment by the
Investors in the Acquirer to fund such acquisition, for which the Commission granted
approval by way of an order dated 13th February 2024. However, subsequent to the
receipt of approval, the structure for the Acquirer’s acquisition of the Target underwent
a change and the Kingsman Funding and Acquirer Funding (as described below)
became necessary, whereas the subscription of optionally convertible debentures by the
Investors would have to take place at the Mudhra Labs level rather than the Acquirer
level as per the requirements of the lenders to the Acquirer.
3.
Accordingly, pursuant to the receipt of the Commission’s approval, in order to ensure
funding for the Acquirer to undertake the Proposed Acquisition, the Acquirer Holding
Entities partly funded the Acquirer by way of investments from: (i) Mudhra
Lifesciences by way of subscription to equity shares and subscription to compulsorily
convertible preference shares in Mudhra Labs; and (ii) Mudhra Pharmacorp by way of
subscription to equity shares in Mudhra Labs. Mudhra Labs in turn invested the
proceeds of these investments received by it in the Acquirer by way of subscription to
equity shares, to be utilized by the Acquirer for its acquisition of the Target in the
Proposed Acquisition. The investments by Mudhra Lifesciences and Mudhra
Pharmacorp in Mudhra Labs and by Mudhra Labs in the Acquirer are collectively
referred to as the “Acquirer Funding”.
4.
The instant notice has been filed pursuant to the Share Purchase Agreement dated 1st
October 2023 as amended by the first amendment dated 7th April, 2024 (SPA) entered
into between the Acquirer, Tianish Laboratories Private Limited (Target), IQuest
Enterprises Private Limited (IQuest), Viatris Inc., Mylan Laboratories Limited, Mylan
Luxembourg 2 S.A.R.L., M.P. Laboratories (Mauritius) Ltd. and Mylan Group B.V. In
connection with the Proposed Investment, KAAML, the investment manager of Investor
1, has entered into a binding term sheet dated 25th August 2023 with IQuest, an affiliate
Combination Registration No. C-2024/04/1139
Page 3 of 8
of the Acquirer [Hereinafter, the Acquirers and the Target are collectively referred to as
‘Parties’].
5.
The proposed combination relates to-
(i)
purchase of equity shares of the Target by the Acquirer, constituting 100% of the
issued and paid-up share capital of the Target on a fully diluted basis (Proposed
Acquisition);
(ii)
Proposed subscription to optionally convertible debentures of Mudhra Labs by
Investors (Proposed KSSIF/KAAML Investment);
(iii)
Subscription to compulsorily convertible preference shares of Mudhra
Lifesciences by Kingsman (Kingsman Funding).
The Acquirer is receiving funding pursuant to the Proposed KSSIF/KAAML Investment
and Kingsman Funding, and hence the Proposed KSSIF/ KAAML Investment and
Kingsman Funding are being considered as inter-connected with the Proposed
Acquisition [together, the Proposed Combination].
6.
In terms of Regulation 14 of Competition Commission of India (Procedure in regard to
the transaction of business relating to combinations) Regulations, 2011, the
Commission, vide communication dated 9th May 2024, sought certain information(s)/
clarification(s), inter alia, relating to the activities of the Parties and the response to the
same was received on 11th May 2024.
7.
Acquirer: The Acquirer is a private limited company incorporated in India in 2022 for
the purpose of acquisition of the Target. It does not have any subsidiaries or affiliates.
Further, the Acquirer does not presently carry out any business activity either in India or
outside India.
8.
Acquirer Holding Entities: Mudhra Lifesciences and Mudhra Pharmacorp are the
shareholders of Mudhra Labs, which is the direct holding company of the Acquirer. In
other terms, Mudhra Labs is a subsidiary of Mudhra Lifesciences and an affiliate of
Mudhra Pharmacorp, and the Acquirer is a subsidiary of Mudhra Labs. Mudhra
Lifesciences and Mudhra Pharmacorp are controlled by Mr. Venkata Pranav Reddy
Combination Registration No. C-2024/04/1139
Page 4 of 8
Gunupati (Pranav) who is also the majority owner in both entities. Accordingly, Pranav
is the ultimate beneficial owner and person in control of the Acquirer and the Acquirer
Holding Entities, which are all part of the same group. The Acquirer Holding Entities do
not have any other subsidiaries or affiliates. The Acquirer Holding Entities were
incorporated for the purpose of capitalising the Acquirer to enable it to acquire the
Target, and do not presently carry out any business activity either in India or outside
India.
9.
Acquirer Group: Pranav together with certain of his family members, also holds direct
and indirect investments in several other companies, several of which have been made
through IQuest, which is also a party to the SPA. Accordingly, the entities over which
Pranav (including his family members) has: (a) direct or indirect shareholding of 10%
or more; or (b) a right or ability to exercise any right not available to ordinary
shareholders (including any advantage of a commercial nature); or (c) a right or ability
to nominate a director or observer, have been considered as comprising the ‘Acquirer
Group’.
10.
Investor 1: Investor 1 is a scheme of Kotak Strategic Situations Trust, a trust set up
under the Indian Trust Act, 1882, and registered with Securities and Exchange Board of
India (SEBI) as a Category-II Alternate Investment Fund. It is engaged in the business
of investing in companies with a sector agnostic approach and its investment objective
is to generate target returns by investing in opportunities in India. It invests in portfolio
vehicles with the objective of obtaining primarily long-term capital appreciation and
returns in the nature of interest, dividend, capital gains or share of profits on its
investments through a combination of appropriate instruments. It does not carry out any
business activities outside of India.
11.
Investor 2: KAAML is the settlor and manager of Investor 1. Kotak Mahindra Bank
Limited holds, directly and indirectly, 100% of its shareholding. It acts as an investment
manager, inter alia, engaged in the business of managing and advising funds across
various asset classes namely: (a) special situations; (b) real estate; (c) infrastructure; (d)
private equity; and (e) private credit. It curates and manages investment products for
