MEMG Family Office LLP

SUMMARY OF THE COMBINATION Summary under Regulation 13 (1A) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (as amended) A. Name of the parties to the combination 1. The parties to the combination are: (i) MEMG Family Office LLP (“Acquirer”/ “MEMG LLP”) (ii) API Holdings Limited ("Target") B. Nature and purpose of the combination 2. The Proposed Transaction envisages the subscription of class B compulsorily convertible preference shares (“CCPS B”) of the Target by MEMG LLP (“Proposed Transaction”). The Proposed Transaction is an acquisition and falls under Section 5(a) of the Competition Act, 2002 (as amended). C. Area of activity of the Parties to the combination I. Acquirer 3. MEMG LLP is a limited liability partnership incorporated in India, with a capital contribution by Dr Ranjan Pai, Mrs. Shruti Pai and MEMG India Private Limited, respectively and ultimately belongs to the Pai Family Group. It is engaged in the provision of consulting and advisory services to customers in India. II. Target 4. The Target is an unlisted public company incorporated on 31 March 2019. It is directly or indirectly engaged in various activities in the pharmaceutical and healthcare sector 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 e- commerce 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; and 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- labelled basis – which includes pharmaceutical drugs (including herbal products), ayurvedic and nutraceutical products, food supplements, medical devices and hygiene products; j. Provision of diagnostics services. D. Relevant markets in which the Parties to the combination operate 5. It is submitted that the Proposed Transaction does not give rise to any competition concerns regardless of the manner in which the relevant market is delineated. In light of the above, it is submitted that the Hon’ble Commission need not reach a firm conclusion on the delineation of the relevant market for the purpose of assessing the Proposed Transaction 6. However, without prejudice to the above submission and for the sake of completeness, the relevant market may be considered as: I. the board market for market for provision of diagnostic services in India; or the narrow market for (a) the market for provision of pathology services in the overlapping city(ies); (b) the Market for provision of radiology services in the overlapping city(ies) may be considered. II. Market for provision of tele-medical consultation services in India. ********