Jul 29, 2022CCI Approves Acquisition of upto 13.099% Equity Share Capital of Micro Life Sciences Private Limited by South Elm Investments B.V
On March 15, 2021, CCI approved the acquisition of up to 4,01,142 equity shares and 1,71,919 compulsorily convertible preference shares in Micro Life Sciences Private Limited (‘MLSIPL’) by South Elm Investments B.V. (‘SEI’). Depending on the terms of conversion of the compulsorily convertible preference shares, the acquisition would constitute 11.646% or 13.099% of the equity share capital of the MLSIPL (on a fully diluted basis).[1]
SEI is an investment holding company incorporated in Netherlands (having no presence in India). The shareholders of SEI are certain private equity funds managed by Warburg Pincus LLC (‘Warburg’), a private equity firm headquartered in New York, USA. The portfolio companies/affiliates of such private equity funds (managed by Warburg) are active in energy, financial services, healthcare and consumer, industrial and business services, and technology sectors. MLSIPL and its subsidiaries are engaged in manufacture and sale of medical devices of various types (such as stents, heart valves, etc.), in-vitro diagnostics analysers and reagents and over the counter products such as COVID self-test kits and pregnancy kits in India. MLSIPL is also engaged in the business-to-consumer sale of certain specialised medical devices such as surgical robots and ultrasonic energy devices to hospitals and has research and development facilities for in-vitro diagnostic, orthopedic, endo-surgery and cardiovascular solutions.
In its assessment, CCI assessed the vertical overlap between the business activities MedPlus Health Services Private Limited (‘MedPlus’) (one of the portfolio entities of Warburg which was engaged in the distribution / sale of pharmaceutical products in India) and MLSIPL. CCI noted that MedPlus was not engaged in the wholesale distribution of the core products manufactured by MLSIPL (including through its subsidiaries), i.e., cardiovascular devices, orthopaedic devices, endo surgery devices and in-vitro diagnostic kits. Further, the value of procurement by MedPlus for the products manufactured by MLSIPL was insignificant. Accordingly, CCI concluded that the proposed combination was unlikely to cause an AAEC in India and approved the proposed combination under Section 31(1) of the Act.
[1] Combination Registration No. C-2022/02/908.