The Competition Commission of India (CCI) has approved multiple separate combination proposals involving investments by marquee investors such as Goldman Sachs, Naspers, Temasek and CDPQ in PharmEasy owner API Holdings Ltd.

API Holdings  (including its affiliates) is engaged in business activities in the healthcare sector in India, which inter alia include wholesale sale and distribution of pharmaceutical products, medical devices and over-the-counter (OTC) products, provision of diagnostic services, and provision of tele-medical consultation services. 

CDPQ investment

The competition watchdog has given its nod for the proposed subscription of Compulsorily Convertible Preference Shares (CCPS) B in API Holdings Ltd by CDPQ Private Equity Asia Pte Ltd.

CDPQ Private Equity Asia Pte Ltd (acquirer) is a direct, wholly-owned subsidiary of CDPQ located in Singapore. 

CDPQ is a Canadian institutional fund, which acts as a long-term institutional investor that manages funds primarily for public and para-public pension and insurance plans in Canada. 

The Acquirer, CDPQ and their affiliates, are collectively referred to as the ‘Acquirer Group’.

API Holdings Ltd (Target), through its subsidiaries, is engaged in operating businesses relating to healthcare services, including an online e-commerce marketplace, through a mobile application, as well as a website called ‘PharmEasy’; (ii) B2B (i.e., wholesale) sale and purchase of pharmaceutical and nutraceutical products, and warehousing, storing and packaging of such products. 

API Holdings proposes to raise capital through issuance of CCPS B by way of a rights issue. 

The acquirer is an existing investor in the Target and is a pre-emption right holder. The acquirer should subscribe to the rights issue by way of a primary subscription, accompanied with certain rights.

NASPERS VENTURES 

CCI has approved the proposed acquisition of additional shares of API Holdings Ltd by Naspers Ventures B.V.

Naspers Ventures B.V. (Acquirer), is an indirect, wholly-owned subsidiary of Prosus N.V. (Prosus), which is, in turn, a direct subsidiary of Naspers Ltd. (Naspers). 

The Acquirer is an investment holding company and its principal activity is to make investments by providing direct and indirect equity and debt funding.

API Holdings Ltd (Target) is the ultimate parent entity of the API Holdings group. Either directly or through its subsidiaries/ affiliate companies, the Target is engaged in business activities in the healthcare sector in India. 

Naspers proposes to acquire additional shares of API Holdings  byparticipating in the proposed rights issue.

TEMASEK ENTITIES

The CCI has approved the subscription of compulsorily convertible preference shares of API Holdings Ltd by MacRitchie Investments Pte. Ltd. and EvolutionX Debt Capital Master Fund 1 Pte. Ltd.

MacRitchie is an investment holding company and does not engage in any business operation other than holding investments. It is an indirect, wholly-owned subsidiary of Temasek Holdings (Pvt) Ltd (Temasek), being the ultimate parent company. 

Temasek is an investment company based in Singapore. EvolutionX is a growth stage debt financing platform jointly set up by DBS Group Holdings Ltd and Temasek, headquartered in Singapore.

EvolutionX provides less dilutive financing to technology-enabled companies across Asia, with a focus on India, China and South-East Asia.

The Target is the ultimate parent entity of the API Holdings group. 

Goldman Sachs Alternative Investment

CCI has approved subscription of compulsorily convertible preference shares of API Holdings Ltd by Goldman Sachs India AIF Scheme-1 and Goldman Sachs India Alternative Investment Trust AIF Scheme-2

Both schemes launched by Goldman Sachs India Alternative Investment Trust, have been set up as a determinate trust under the Indian Trusts Act, 1882. Goldman Sachs (India) Alternative Investment Management Pvt Ltd is the investment manager of Acquirer 1 and Acquirer 2.

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