Acquisition of Sahyadri Hospitals by Manipal Hospitals · C-2025/07/1308

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/07/1308

2nd September 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Manipal Hospitals Private Limited

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 30th July 2025, the Competition Commission of India (Commission) received a notice (Notice) under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) given by Manipal Hospitals Private Limited (Acquirer). The Notice was filed pursuant to the Share Purchase Agreement dated 9th July 2025 executed amongst the Acquirer, Manipal Health Enterprises Private Limited (MHEPL) and an affiliate of Ontario Teachers’ Pension Plan (OTPP).

2. The proposed combination envisages the acquisition of up to 100% shareholding by the Acquirer in the Sahyadri Hospitals Private Limited (Target) of which approximately 95.52% will be acquired from the seller, an affiliate of OTPP, and remaining from other shareholders such as certain consultants, employees and management shareholders (Proposed Combination). It is submitted that pursuant to Proposed Combination the Acquirer will be in sole control of the Target.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 12th August 2025, certain information and clarifications were sought from the Acquirer, the response to which was received vide submission dated 26th August 2025.

4. The Acquirer is a wholly owned subsidiary of MHEPL, which in turn is a subsidiary of Temasek Holdings (Private) Limited through certain entities (Temasek Group), collectively holding approximately 51% shareholding in MHEPL. Other controlling shareholders of MHEPL include the MEMG Group through certain entities (MEMG Group); TPG Inc through another entity (TPG Group); and Mubadala Investment Company through another entity (all are collectively referred to as the ‘Acquirer Ultimately Controlling Persons (UCPs)’). Thus, the Acquirer is indirectly owned and controlled by the Acquirer UCPs.

5. In India, MHEPL operates a network of hospitals providing multi-specialty care under the brand name ‘Manipal Hospitals’. The affiliates of MHEPL (including Acquirer) and Acquirer UCPs that are present in India and meet the materiality thresholds[^1] are referred to as ‘MHEPL Affiliates’ and ‘UCPs Affiliates’, respectively. Hereinafter, UCPs Affiliates and MHEPL Affiliates are collectively referred to as the ‘Acquirer Affiliates’. MHEPL along with the Acquirer and MHEPL Affiliates (MHEPL Group) are present in the healthcare sector in India. Specifically, the MHEPL Group is engaged in the provision of healthcare services through hospitals, clinics and diagnostics centres in India.

6. The Target is owned and controlled by the Seller, an affiliate of OTPP. In India, the Target operates a multi-speciality hospital chain in Maharashtra, offering comprehensive tertiary and quaternary healthcare services. With multiple units across cities such as Pune, Nashik, Ahilya Nagar and Karad, it provides advanced medical care across specialties including cardiology, oncology, neurology, orthopaedics, gastroenterology. The Target is also active in preventive healthcare through health check-up packages and awareness initiatives, and serves a wide patient base through both outpatient and inpatient services, including emergency and surgical care. The affiliates of Target that are present in India and meet the Materiality Thresholds are collectively referred to as the ‘Target Affiliates’.

7. It is submitted in the notice that the overlap assessment has been carried out between Acquirer Affiliates (including MHEPL Affiliates and UCPs Affiliates) and the Target (including Target Affiliates).

8. It is stated that the Acquirer (including Acquirer Affiliates) and the Target (including Target Affiliates) exhibit horizontal overlaps in the following relevant markets: (i) ‘the market for provision of healthcare services through hospitals/clinics in Pune and Nashik’ (Broad Healthcare Market) and its segments, i.e., (a) ‘the market for provision of primary care in Pune and Nashik’(Primary Care Segment); (b)’ ‘the market for provision of secondary/tertiary care in Pune and Nashik’(Secondary/Tertiary Care Segment) and its sub-segments based on specialities and sub-specialities[^2]; and (c) ‘the market for provision of quaternary care in India’ (Quaternary Care Segment) and its sub-segments[^3] (collectively, the Broad Healthcare Market and its segments/ Relevant Market I), (ii) ‘the market for provision of retail pathology services in Pune’ (Retail Pathology Market/ Relevant Market II), and (iii) ‘the market for provision of home healthcare services in Pune’ (Home Healthcare Market/ Relevant Market III).

9. Further, there are certain vertical relationships between the activities of Acquirer (including Acquirer Affiliates) vis-à-vis the Target (including Target Affiliates) in India, identified in the notice as follows: (i) Vertical Relationship between Acquirer Affiliates present in the relevant market at the upstream level i.e., ‘ the market for wholesale distribution of (a) pharmaceutical products and (b) medical devices in India’ and the Target (including Target Affiliates) present in the relevant market at the downstream level i.e., ‘the market for provision of healthcare services through hospitals/ clinic in India’ at the downstream level (Vertical Relationship I); (ii) Vertical Relationship between Acquirer Affiliates present in the relevant market at the upstream level i.e., ‘the market for provision of retail diagnostic services in India’ and the Target (including Target Affiliates) present in the relevant market at the downstream level i.e., ‘the market for provision of healthcare services through hospitals/ clinic in India’ (Vertical Relationship II A) and (iii) Vertical Relationship between the Target present in the relevant market at the upstream level i.e., ‘the market for provision of retail diagnostic services in India’ and Acquirer Affiliates present in the relevant market at the downstream level i.e., ‘the market for provision of healthcare services through hospitals/ clinic in India’ (Vertical Relationship II B).

10. With regard to complementary relationship, it is submitted that there is a complementary relationship between one of the Acquirer Affiliates engaged in ‘market for provision of health insurance in India’ vis-à-vis the Target (including Target Affiliates) engaged in ‘the market for provision of healthcare services through hospitals/ clinic in India’. (Complementary Relationship).

11. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant market(s) in India.

12. Based on the submissions in the notice with respect to horizontal overlaps, it is noted that the combined market shares of the Acquirer (including Acquirer Affiliates) and Target (including Target Affiliates) in each of the relevant markets and their segment and sub-segments are in the range of either [0-5] % or [5-10] % or [10-15] % with miniscule incremental market shares. However, in one sub-segment of Secondary/ Tertiary Care Segment in Pune, i.e., Nephrology (Dialysis), the combined market share is in the range of [15-20] % with incremental market share in the range of [5-10] % But, even in this sub-segment, like in other relevant markets and their segment/sub-segments, there are other players present that are engaged in provision of such services. Thus, the Proposed Combination is not likely to raise competition concern in any of these relevant markets in India.

13. Further, regarding the vertical relationships, it is noted that the individual market shares of the Acquirer (including Acquirer Affiliates) and Target (including Target Affiliates) in their respective relevant markets at upstream and downstream levels are in the range of [0-5] % only, except in the relevant market at the upstream level in the Vertical Relationship I, where the market share of Acquirer Affiliates is in the range of [5-10] %. However, it is noted that in the relevant market at the downstream level in the Vertical Relationship I, the market share of Target (including Target Affiliates) is insignificant. Moreover, each of the vertically-linked markets are characterised by presence of several other players. Likewise, the individual market share of the Acquirer (including Acquirer Affiliates) and the Target (including Target Affiliates) in the relevant markets for Complementary Relationship are in the range of [0-5] % and each of these markets is also characterised by presence of several other players. Thus, the Proposed Combination is not likely to raise any competition foreclosure concern in India.

14. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

15. This order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

16. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

17. The Secretary is directed to communicate to the Acquirer accordingly.