MEMG Family Office LLP 360 ONE Private Equity Fund

Page 1 of 16 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 1. 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”]. 2. 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 Combination Registration No. C-2024/03/1119 Page 2 of 16 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 3. The proposed combination relates to- i. The proposed subscription of class B compulsorily convertible preference shares (CCPS B) in API Holdings by each of: a. MEMG LLP, an affiliate of MEMGIIPL (Proposed Transaction 1); and b. The Fund, acting through its investment manager, AML (Proposed Transaction 2) [together, the “Proposed Transactions”]. wherein by subscribing to CCPS B offered by the Target, the Acquirers propose to acquire approximately up to 10% - 12% shareholding of the Target by way of the Proposed Transactions. ii. Further, 360 ONE proposes to acquire: a. CCPS B and equity shares from Siddhant Partners (Siddhant/Seller 1) in the Target (Proposed Incremental Acquisition 1); and b. equity shares from Prasid Uno Family Trust (Prasid/Seller 2) in the Target (Proposed Incremental Acquisition 2); resulting in a shareholding of up to 6.09% in the Target, on a fully diluted basis [together, the Proposed Incremental Acquisitions]. Combination Registration No. C-2024/03/1119 Page 3 of 16 (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 4. MEMG LLP is incorporated in India as a limited liability partnership1. It ultimately belongs to the Pai Family Group. Dr. Ranjan Pai and Mrs. Shruti Pai along with their family members, namely Ms. Sanya Pai and Ms. Rhea Pai, and the blood descendants of Ms. Sanya Pai and Ms. Rhea Pai constitute the “Pai Family”. The Pai Family has investments / is present in India through RSP Trust Mauritius and RSP Trust (India), respectively. The Pai Family are beneficiaries of RSP Trust Mauritius. The trustees of RSP Trust Mauritius are Vistra Trustees Mauritius Limited, Dr. Ranjan Pai, and Mrs. Shruti Pai. The Pai Family is also a trustee and beneficiary of RSP Trust (India). Accordingly, the Pai Family, as a beneficiary and a trustee, exercises complete control over RSP Trust Mauritius and RSP Trust (India). As such, the Pai Family has been treated as the ultimate parent of the Pai Family Group, including MEMG LLP. MEMG LLP and the group to which it ultimately belongs (including downstream affiliates based on the Materiality Thresholds2) are collectively referred to as the “Pai Family Group”. The Pai Family Group (including its affiliates) operate via key verticals i.e., education3, healthcare, health insurance, clinical research and philanthropy. MEMG 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:: i. direct or indirect equity stake of 10%, or ii. any right or ability to exercise any right including any advantage of commercial nature with any of the party or its affiliates that is not available to an ordinary shareholder; or iii. any right or ability to nominate a director or observer in another enterprise(s) (Materiality Thresholds). 3 Pai Family through Manipal Academy of Higher Education (MAHE) own and operate five (5) teaching hospitals (i.e., (I) Kasturba Hospital, Manipal; (ii) Dr. T.M.A. Pai Rotary Hospital, Karkala; (iii) Dr. T.M.A. Pai Hospital, Udupi; (iv) Manipal Hospital, Attavar; and (v) Durga Sanjeevani Manipal Hospital, Kateel. Combination Registration No. C-2024/03/1119 Page 4 of 16 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 5. 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. 6. 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. 7. 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 8. The Target is a company incorporated under the Companies Act, 2013. The Target (including its downstream affiliates based on the Materiality Thresholds are collectively referred to as the “Target Group”. API Holdings is the ultimate parent entity of the API Group/Target Group. The Target Group is primarily engaged in the wholesale