Summary of the Proposed Transaction
[In terms of Regulations 13 (1A) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations), 2011]
A. Name of the parties to the combination
- The names of the parties to the combination are:
- a. 360 ONE Private Equity Fund (Fund) through its investment manager, 360 ONE Asset Management Limited (AML) (the Fund and AML are collectively referred to as 360 ONE/Acquirer)
- b. API Holdings Limited (API Holdings/Target).
- 360 ONE and API Holdings are collectively referred to as (Parties).
B. The nature and purpose of the combination
- 360 ONE proposes to subscribe to class B compulsorily convertible preference shares (CCPS B) of the Target (Proposed Transaction). The Proposed Transaction is in the nature of an acquisition and is notifiable under Section 5(1)(i)(A) of the Competition Act, 2002.
C. The products, services and business(es) of the Parties to the combination
360 ONE
360 ONE is registered with the SEBI as a Category II AIF and is established for the purpose of investing in various sectors in India and worldwide.
API Holdings
- API Holdings directly or through its subsidiaries/affiliate companies is engaged in various activities in the pharmaceutical/healthcare sectors in India and its primary activities are as follows:
- a. Wholesale sale and distribution of drugs (including pharmaceutical products, medical devices and over the counter (OTC) products;
- b. Provision of transportation and delivery services primarily focused on the pharmaceutical sector (i.e., logistics);
- c. Owning technology and intellectual property for developing ecommerce platforms including marketplaces for facilitating the sale of pharmaceutical products, medical devices, and OTC products;
- d. Provision of manpower supply, support, and business function support for group companies of the Target;
- e. Provision of master data management services support;
- f. Developing enterprise resource planning and software solutions primarily for healthcare businesses and other customized application services for retail pharmacies;
- g. Operating and providing an online application which provides a B2B order management system for retailers and distributors of pharmaceutical products, medical devices and OTC products;
- h. Developing a platform which connects registered medical practitioners (RMPs) and patients whereby the patients could consult with RMPs through the platform through teleconsultation and physical consultation;
- i. Marketing and sale of certain products – which the Target gets manufactured from third party contract manufacturers (as the Target or its subsidiaries/investee companies do not own/control any manufacturing units) and sells on white labeled basis – which includes pharmaceutical drugs (including herbal products), ayurvedic and nutraceutical products, food supplements, medical devices and hygiene products; and
- j. Provision of diagnostics services.
D. The respective markets in which the Parties to the combination operate
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The business activities of 360 ONE do not directly exhibit any horizontal overlaps, vertical relationships, or complementary linkages with respect to the activities of API Holdings. Certain entities of the 360 ONE group may exhibit certain horizontal overlaps and vertical relationships with the entities of the API Holdings group. The Hon’ble Competition Commission of India (Commission) may leave the definition of the relevant market open as the Proposed Transaction will not cause an appreciable adverse effect on competition in India, irrespective of the manner in which the relevant market(s) is delineated.
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However, without prejudice to the above submission and for the sake of completeness, the relevant market(s) may be considered as:
- a. The market for the provision of retail diagnostics services in India and the narrow market for provision of pathology services in India.
- b. The market for the provision of tele-medical consultation services in India.
- c. The market for online B2B sales in India.
- d. The market for the sale of OTC products in India.
- e. The market for the provision of CRM software solutions in India.
- f. The market for online B2C sales in India.
- g. The market for wholesale distribution and sale of pharmaceutical products, medical devices and OTC products in India.
- h. The market for the provision of healthcare services through hospitals/ centers in India
