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The Competition Commission of India approves the proposed combination involving the subscription of class B compulsorily convertible preference shares and equity shares in API Holdings Limited by MEMG Family Office LLP and 360 ONE Private Equity Fund. The acquirers propose to acquire a shareholding of up to 12 percent through the primary subscription and up to 6.09 percent on a fully diluted basis through incremental acquisitions. The Commission concludes that the combination does not cause any appreciable adverse effect on competition in India. The order stands revoked if at any time the information provided by the acquirers is found to be incorrect.
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COMPETITION COMMISSION OF INDIA Combination Registration No.C-2024/03/1119
26th March 2024
Notice under Section 6(2) of the Competition Act, 2002 filed by MEMG Family Office LLP and 360 One Private Equity Fund acting through its investment manager, 360 ONE Asset Management Limited
CORAM:
Ms. Ravneet Kaur Chairperson
Mr. Anil Agrawal Member
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Order under Section 31(1) of the Competition Act, 2002
On 6th March 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 MEMG Family Office LLP (MEMG LLP/Acquirer 1) and 360 ONE Private Equity Fund through its schemes or affiliates (Fund), acting through its investment manager, 360 ONE Asset Management Limited (AML) [Fund and AML collectively referred to as “360 ONE/Acquirer 2”] [MEMG LLP and 360 ONE together are together referred to as “Acquirers”].
The notice has been filed pursuant to a binding term sheet dated 25th July 2023 entered into by the API Holdings Limited (Target/API Holdings) with MEMG International India Private Limited (MEMGIIPL) and Siddharth Shah, Harsh Parekh, Hardik Dedhia, Dharmil Sheth, and Dhaval Shah (Founders) [Term Sheet]; a Joint Term Sheet dated 18th September 2023 entered into by the Target, the Founders and others where MEMGIIPL is a signatory in the capacity of a confirming party (Joint Term Sheet); the Eleventh Amended and Restated Shareholders Agreement dated 26th October 2023 (SHA); the letter of offer dated 25th September 2023 (Offer Letter); and Intimation Letter executed by 360 ONE and MEMGIIPL, and acknowledged by API Holdings on 24th November 2023 (Intimation Letter) in which MEMGIIPL identified 360 ONE as its Co-Investor [Hereinafter, the Acquirers and Target are collectively referred to as ‘Parties’].
Proposed Combination
(Collectively, the Proposed Transactions and the Proposed Incremental Acquisitions are referred to as “Proposed Combination”). Further, it is stated in the notice that according to the SHA and Term Sheet, by way of the Proposed Transactions, the Acquirers will acquire certain rights in the Target which are to be exercised by the Acquirers as a block.
Description of the Parties
MEMG LLP
1 The designated partners of MEMG LLP are Dr. Ranjan Ramdas Pai, Mrs. Shruti Ranjan Pai and Manipal Education and Medical Group India Private Limited (MEMG India). 2 In accordance with the Notes to Form I published on 27 March 2020, for the purposes of disclosure and assessment in relation to equity investments in India and overlaps, the Parties (and their group entities) have considered those entities in which they hold::
LLP is engaged in the provision of management consultancy and advisory activities to customers in India and does not have any operations other than in India.
360 ONE
The Fund is registered with the Securities and Exchange Board of India (SEBI) as a Category II Alternative Investment Fund and is established for the purpose of investing in various sectors in India and worldwide. 360 ONE has made several investments across the world as well as in India in various sectors. It does not, however, undertake any business activities by itself. 360 ONE has only a few global investments.
The Fund is managed by its Investment Manager, i.e., AML. AML, incorporated under the Companies Act, 1956 in 2010, is a wholly owned subsidiary of and is ultimately controlled by 360 ONE WAM Limited (360 OWL). It provides investment management services to schemes of 360 ONE Mutual Fund and alternative investment funds of the 360 ONE Group. It also undertakes portfolio management services including co-investment portfolio management services.
360 OWL is the ultimate holding company of the 360 ONE Group4 (360 ONE Group) listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited. It is a wealth and asset management firm in India. It serves highly specialized and sophisticated needs of high net-worth and ultra-high net worth individuals, affluent families, family offices and institutional clients through tailored wealth management solutions.
TARGET
4 360 ONE and the group to which 360 ONE ultimately belongs, based on the Materiality Thresholds are collectively referred to as “360 ONE Group”.
(B2B) sale and distribution of drugs in India. The Target, either directly or through its subsidiaries/affiliate companies, is engaged in various activities in the pharmaceutical and healthcare sectors in India. It owns and develops the intellectual property and technology for developing e-commerce platforms, including marketplaces for facilitating the sale of pharmaceuticals, medical devices and over-the-counter (OTC) products. The Target holds a 19.99% equity stake in Aarman Solutions Private Limited (Aarman) which in turn holds 100% of the equity share capital of Axelia Solutions Private Limited (Axelia).5 which holds a non-exclusive license to use the intellectual property and information technology in relation to the ‘PharmEasy’ platform (which facilitates retail sale of pharmaceutical, medical devices and OTC products). Furthermore, the Target through its step-down subsidiary, Thyrocare Technologies Limited (Thyrocare) also has miniscule global operations through its IT support services6.
