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COMPETITION COMMISSION OF INDIA
Combination Registration No. C-2025/02/1241
15th April 2025
Notice under Section 6(2) of the Competition Act, 2002 jointly given by Waverly Pte. Ltd.
(“Waverly”), TPG Growth V SF Markets Pte. Ltd. (“Growth V”), TPG Growth III SF Pte. Ltd.
(“Growth III”), Asia Healthcare Holdings Pte. Ltd. (“AHH Singapore”) and Rhea Healthcare
Private Limited (“Rhea”)
CORAM:
Mr. Anil Agrawal
Member
Ms. Sweta Kakkad
Member
Mr. Deepak Anurag
Member
Order under Section 31(1) of the Competition Act, 2002
1.
On 12th February 2025, the Competition Commission of India (‘Commission’) received a
notice (‘Notice’) under Section 6(2) of the Competition Act, 2002 (‘Act’), jointly given by
Waverly Pte. Ltd. (“Waverly”), a wholly owned indirect subsidiary of GIC (Ventures) Pte. Ltd.
(“GIC Ventures”), TPG Growth V SF Markets Pte. Ltd. (“Growth V”), TPG Growth III SF
Pte. Ltd. (“Growth III”), Asia Healthcare Holdings Pte. Ltd. (“AHH Singapore”) and Rhea
Healthcare Private Limited (“Rhea”) [Collectively referred to as the “Notifying Parties”].
2.
It is submitted that the Proposed Combination envisages the following steps:
i)
Waverly’s proposed subscription of Ordinary Shares and Class F Redeemable
Preference Shares in AHH Singapore;
ii)
Certain rights accruing to Growth V in AHH Singapore and Rhea (including its
downstream entities) and Asia Healthcare Holdings Advisory LLP (“AHH LLP”);
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iii)
Certain rights accruing to Growth III in AHH Singapore (solely in relation to matters
pertaining to Asian Institute of Nephrology and Urology Private Limited (“AINU”) and
its downstream entities);
iv)
Proposed reclassification of Class E Redeemable Preference Shares (held by Growth V
and Waverly) to Class E1 Redeemable Preference Shares (to be held by Growth V) and
Class E2 Redeemable Preference Shares (to be held by Waverly);
v)
Proposed distribution of dividend to Growth III and Growth V by AHH Singapore;
vi)
Proposed acquisition of complete shareholding held by AHH Singapore in AINU by
Rhea (“AINU Transfer”);
vii)
Proposed issuance of equity shares by Rhea to AHH Singapore, as a consideration for
the AINU Transfer; and
viii)
Increasing Waverly’s shareholding in AHH Singapore.
Although, the parties have included the proposed distribution of dividend to Growth III and
Growth V by AHH Singapore as a step of Proposed Combination, the Commission has not
considered the same as part of the Proposed Combination.
3.
The Notice was filed pursuant to the various agreements such as Securities Subscription
Agreement between Waverly and AHH Singapore executed on 17th December 2024 and
Amended and Restated Shareholders’ Agreement amongst Waverly, Growth III, Growth V and
AHH Singapore executed on 17th December 2024.
4.
In terms of Regulation 14 of the Competition Commission of India (Combinations)
Regulations, 2024, vide letters dated 25th February 2025 and 12th March 2025, certain
information and clarifications were sought from Notifying Parties. The Notifying Parties
submitted their response to the aforesaid letters vide their communication dated 4th March 2025
and 24th March 2025, respectively.
5.
Growth III and Growth V are investment funds managed and controlled by TPG Inc. (“TPG”),
a diversified global investment firm. TPG controls the TPG Group, which employs various
strategies like buyouts, growth & tech investing, and impact investing across sectors such as
finance, technology, consumer goods, and healthcare. Additionally, TPG holds a controlling
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stake in New Quest Capital, a private equity firm with investments spanning across multiple
sectors such as finance, travel, and real estate.
6.
Waverly, a Singapore-based private limited company, is wholly owned by Lathe Investment
Private Limited, which is wholly owned by GIC Ventures. Waverly operates as a special
purpose vehicle within a group of investment holding companies managed by GIC Special
Investments Private Limited (“GICSI”). GICSI, established as the private equity and
infrastructure arm of GIC Private Limited, manages investments in private equity, venture
capital, and infrastructure, and is fully owned by GIC Private Limited. Both GIC Ventures and
GICSI are owned by the Minister for Finance, under the Minister for Finance (Incorporation)
Act 1959. As GIC Ventures is fully owned by the Minister for Finance, it is considered as
Waverly’s ultimate parent entity, and the term “GIC Group” refers to the investment holding
companies managed by GICSI.
7.
AHH Singapore, a company incorporated in Singapore, is primarily engaged in long-term
investment holding activities and through its direct/indirect subsidiaries, is active in providing
healthcare services in the field of maternal, child, and other related healthcare services in India.
AHH Singapore is jointly controlled by the TPG Group and GIC Group.
8.
AINU, a single-specialty center based in South India, is focused on providing healthcare
services through hospitals, specializing inter alia in (i) urology care (ii) nephrology care and
(iii) dialysis and kidney transplant. It has seven hospitals located across Hyderabad,
Secunderabad, Vishakhapatnam, Siliguri, and Chennai, which provide primary, secondary, and
tertiary healthcare.
9.
Rhea is a speciality hospital chain that provides comprehensive women and childcare and vitro
fertilization (post consummation of merger with Nova Medical Centers Private Limited) in a
homely and comfortable environment. Rhea currently operates in 19 states and 3 union
territories in India. Rhea, under the brand name ‘Motherhood’ runs hospitals and also inter alia
owns Nova IVF centers.
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10.
AHH LLP is engaged in the business of providing advisory services in the areas of strategy,
finance, and other operational matters (excluding investment management, investment
advisory, or financial advisory services). Currently, AHH LLP solely provides advisory
services to AHH Singapore and/or its downstream entities, through providing an inside view
into the operation and financial control of companies operating in the healthcare sector. The
parties have agreed to liquidate AHH LLP on or before 28th September 2025 in accordance with
applicable law.
11.
It has been submitted that based on the GIC Group (other than directly through AHH Singapore
and indirectly through AHH Singapore’s existing downstream entities) does not have any
investments in the overlapping markets.
12.
The Commission observed that TPG Group, through AHH Singapore (i.e., health care service
providers, ‘AINU’ ‘Nova’ and ‘Rhea’), Cloudnine, Dr. Agarwal, CARE Hospitals and Manipal
Health Enterprises Private Limited (including AMRI Hospitals Limited) and certain
investments (“New Acquisitions”) in smaller hospitals, is engaged in the provision of
healthcare services through hospitals which are operating at primary, secondary, tertiary, and
quaternary levels in various cities and exhibit certain overlaps with the healthcare activities
provided by AHH Singapore through its entities, namely AINU, Nova and Rhea. Overlaps are
also observed in the area of Tele-medical consultation services. Further, the TPG Group
through its affiliates also exhibits certain vertical interfaces/overlaps, namely wholesale sale
and distribution of pharmaceutical products, medical devices, OTC products and provision of
diagnostic services with the entities providing healthcare services through hospitals and clinics
in India.
13.
However, the Commission observed that except for New Acquisitions by TPG Group
entities/affiliates, all the overlapping investments, whether horizontal/vertical, are existing and
even these New Acquisitions are very insignificant and, resultantly, there is no significant
change in competitive position of any of the parties and competition dynamics of any market
pursuant to the Proposed Combination.
14.
Considering the material on record, including the details provided in the Notice and the
assessment of the Proposed Combination based on factors stated in Section 20(4) of the Act,
