Rasmeli, Apollo Hospitals, Apollo Healthco, and Keimed Combination

[Image omitted. See the official document.]

[Image omitted. See the official document.]

COMPETITION COMMISSION OF INDIA

Combination Registration No.C-2024/06/1157

20^th^ August 2024

Notice under Section 6(2) of the Competition Act, 2002 filed by Rasmeli Limited, Apollo Hospitals Enterprise Limited, Apollo Healthco Limited, Keimed Private Limited

CORAM:

Ms. Ravneet Kaur
Chairperson

Ms. Sweta Kakkad
Member

Mr. Deepak Anurag
Member

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

1. On 6^th^ June 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 Rasmeli Limited (Rasmeli), Apollo Hospitals Enterprise Limited (AHEL), Apollo Healthco Limited (AHL), Keimed Private Limited (Keimed/ KPL). The notice has been filed pursuant to the Investment Agreement dated 26^th^ April 2024 entered into between Rasmeli, AHEL, AHL and Shobana Kamineni (IA); the Shareholders’ Agreement dated 26^th^ April 2024, inter alia entered into between Keimed, Shobana Kamineni, and AHL (Keimed SHA); Keimed Framework Agreement dated 26^th^ April, 2024, inter alia entered into between AHL, Keimed, and Ms. Shobana Kamineni [Hereinafter, AHL and Keimed are collectively referred to as “Targets”. Further, the Acquirers and the Targets are collectively referred to as the “Parties”].

2. The proposed transaction comprises the following inter-connected transactions:

• I. Rasmeli’s Tranche 1 Investment in AHL: In Tranche 1, Rasmeli proposes to subscribe to the following:
  • i. Class A Compulsorily Convertible Preference Shares (CCPS) on subscription of which Rasmeli would hold 10.133% of share capital and voting rights in AHL on an as-if-converted basis and one equity share in AHL (together, Class A Subscription Securities); and
  • ii. Partly paid-up Class B CCPS in AHL on subscription of which Rasmeli will hold up to 6.755% of share capital and voting rights in AHL on an as-if-converted basis (together, “Rasmeli Tranche 1 Investment”). Accordingly, in the Rasmeli Tranche 1 Investment, Rasmeli will acquire shareholding in aggregate representing up to 16.9% of the share capital of and voting rights in AHL on an as-if-converted basis.
• II. AHL’s initial share purchase in Keimed: After Rasmeli Tranche 1 Investment, AHL would acquire 1.964% equity shareholding in Keimed from Ms. Shobana Kamineni (Keimed Initial Share Purchase).
• III. Rasmeli Tranche 2 Investment in AHL: After 365 days from the completion of the Rasmeli Tranche 1 Investment, Rasmeli would convert the partly-paid Class B CCPS in AHL into fully paid Class B CCPS (Rasmeli Tranche 2 Investment). On the date of completion of Rasmeli Tranche 2 Investment, Rasmeli would hold 16.9% of the share capital of and voting rights in AHL on an as-if-converted basis.
• IV. Upon completion of Rasmeli Tranche 2 Investment above, AHL will undertake the following transactions:
  • i. AHL’s final share purchase in Keimed: AHL shall acquire equity shares of Keimed, from Ms. Shobana Kamineni amounting to approximately 7.712% share capital in Keimed (Keimed Final Share Purchase); and
  • ii. AHL share subscription in Keimed: AHL will subscribe to equity shares of Keimed amounting to approximately 1.542% share capital in Keimed, (Keimed Investment); Upon completion of the Keimed Initial Share Purchase, Keimed Final Share Purchase and Keimed Investment, AHL would hold approximately 11.189% share capital of and voting rights in Keimed.
• V. Keimed Merger: Within 15 months from the completion of the Rasmeli Tranche 1 Investment, Keimed and AHL would take all necessary steps to give effect to the merger of Keimed into AHL such that Keimed would stand dissolved upon completion of the merger (Keimed Merger). As on date of completion of Keimed Merger, (i) Rasmeli would hold up to 12.125% of the share capital and voting rights in the merged entity on an as-if-converted basis; and (ii) shares in Keimed shall stand cancelled.
• VI. AHEL Additional Investment in AHL: Prior to Rasmeli Tranche 1 Investment, AHEL proposes to make the following investments in AHL:
  • i. AHL Preferential Allotment to AHEL: Subscription to equity shares of AHL by AHEL pursuant to a preferential allotment (Parent Investment), after completion of which AHEL will hold 97.61% of the equity share capital of AHL on an as-if-converted basis; and
  • ii. Bonus Issuance: Issue of fresh equity shares by AHL to AHEL and other shareholders. AHEL currently holds 97.53% of the share capital of AHL. Upon completion of the Parent Investment and Bonus Issuance, AHEL would hold approximately 99.94% shareholding in AHL.

[Rasmeli Tranche 1 Investment, Rasmeli Tranche 2 Investment, Keimed Initial Share Purchase, Keimed Final Share Purchase, Keimed Investment, Keimed Merger, Parent Investment and the Bonus Issuance are collectively referred to as the “Proposed Combination”].

3. 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 18^th^ June 2024, and 11^th^ July 2024 and the responses to the same were received on 25^th^ June 2024 and 19^th^ July 2024.

4. Rasmeli is an entity incorporated in Cyprus in July 2023 having principal activity of holding investments. It is the wholly owned subsidiary of Rasmeli Midco Limited (Cyprus), which on consummation of the Proposed Combination will be held by certain funds/limited partnerships (collectively referred to as “Advent International GPE X”), which are ultimately managed by Advent International, L.P. (formerly Advent International Corporation) (Advent). Rasmeli is an investment holding company, and apart from this, there are no other business activities that are carried out by Rasmeli in India. Rasmeli has no activities or presence in India.

5. Advent is a global private equity investor founded in 1984. Certain funds managed by Advent have invested in various private equity investments globally. The firm focuses on investments in five core sectors globally, including business and financial services, health care, industrial, retail, consumer and leisure, and technology. Advent has an indirect subsidiary in India, Advent PE Advisors Private Limited, which assists in identifying Indian investment opportunities. Advent’s India office has invested in sectors such as business and financial services, retail, consumer and leisure, healthcare, industrial and technology.

6. AHEL is a publicly listed company. It is the parent company of the Apollo Hospitals group. AHEL is engaged in the business of providing the following services in India: (i) tertiary and secondary healthcare services including operating & managing hospitals and hospital based pharmacies; (ii) providing hospital project consultancy services, branding & operations management support services for healthcare providers; and (iii) providing retail healthcare services which includes operating primary healthcare clinics, birthing centres, short stay surgery centres, sugar management centres, dental & dialysis centres and diagnostic services. AHEL is not active in any business activities outside of India.

7. AHL is a part of the Apollo Hospitals group. AHL operates the “Apollo 24|7” platform in India which helps users/customers to book doctor appointments and diagnostic tests. Orders are fulfilled by AHEL and AHLL for doctor consultations and Apollo Health and Lifestyle Limited (AHLL) for diagnostic tests. Customers seeking to place pharmacy orders are redirected to the Apollo Pharmacies Limited (APL) platform, and the pharmacy orders are fulfilled by APL on the APL platform. AHL also operates in the pharmacy distribution segment where it sources pharmaceutical, FMCG, OTC, private label products and sells these to APL. It is stated that AHL’s wholesale pharmaceutical distribution is only captive in nature, as sales are made only to APL. Further, AHL is an investor in Apollo Medicals Private Limited (AMPL). APL and Apollo Pharmalogistics Private Limited (APPL) are wholly-owned subsidiaries of AMPL. AHL is not active in any business activities outside of India.

8. Keimed is the parent company of the Keimed group which includes all downstream affiliates of Keimed which meet the Materiality Thresholds[^1]. In India, Keimed is involved in the business of: (i) wholesale sale and distribution of pharmaceutical products, OTC products, medical equipment, surgical products, scientific apparatus and equipment for hospitals and fast-moving consumer goods (FMCG); (ii) through certain subsidiaries, retail sale of specialty pharmaceutical products; (iii) aggregation of sale & purchase pharmaceutical products data for prediction, consumption and/ or forecasting; and (iv) marketing and sale of pharmaceutical products. Keimed is not active in any business activities outside of India.

9. It is submitted in the notice that the Parties are present (directly and/ or through their group companies and affiliates) in the pharmaceutical sector in India. Since the Proposed Combination involves multiple inter-connected transactions, the competition assessment has been divided into two parts:

• (I) Overlaps arising from Rasmeli’s investment in AHL and the subsequent Keimed Merger into AHL - where Rasmeli is the ‘Acquirer’ and AHL and Keimed the ‘Targets’; and
• (II) Overlaps arising from AHL’s acquisition of share capital of Keimed and Keimed Merger into AHL- where, AHL is the ‘Acquirer’ and Keimed the 'Target’ for AHL’s acquisition of share capital of Keimed as well as for the Keimed Merger.