1. Waverly Pte. Ltd. 2. TPG Growth V SF Markets Pte. Ltd 3. TPG Growth III SF Pte. Ltd. 4. Asia Healthcare Holdings Pte. Ltd. 5. Rhea Healthcare Private Limited — Combination C-2025/02/1241

Notice under Section 6(2) of the Competition Act, 2002 jointly given by Waverly Pte. Ltd. (“Waverly”), TPG Growth V SF Markets Pte. Ltd. (“Growth V”), TPG Growth III SF Pte. Ltd. (“Growth III”), Asia Healthcare Holdings Pte. Ltd. (“AHH Singapore”) and Rhea Healthcare Private Limited (“Rhea”)

CORAM:

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 12th February 2025, the Competition Commission of India (‘Commission’) received a notice (‘Notice’) under Section 6(2) of the Competition Act, 2002 (‘Act’), jointly given by Waverly Pte. Ltd. (“Waverly”), a wholly owned indirect subsidiary of GIC (Ventures) Pte. Ltd. (“GIC Ventures”), TPG Growth V SF Markets Pte. Ltd. (“Growth V”), TPG Growth III SF Pte. Ltd. (“Growth III”), Asia Healthcare Holdings Pte. Ltd. (“AHH Singapore”) and Rhea Healthcare Private Limited (“Rhea”) [Collectively referred to as the “Notifying Parties”].

2. It is submitted that the Proposed Combination envisages the following steps: i) Waverly’s proposed subscription of Ordinary Shares and Class F Redeemable Preference Shares in AHH Singapore; ii) Certain rights accruing to Growth V in AHH Singapore and Rhea (including its downstream entities) and Asia Healthcare Holdings Advisory LLP (“AHH LLP”);

iii) Certain rights accruing to Growth III in AHH Singapore (solely in relation to matters pertaining to Asian Institute of Nephrology and Urology Private Limited (“AINU”) and its downstream entities); iv) Proposed reclassification of Class E Redeemable Preference Shares (held by Growth V and Waverly) to Class E1 Redeemable Preference Shares (to be held by Growth V) and Class E2 Redeemable Preference Shares (to be held by Waverly); v) Proposed distribution of dividend to Growth III and Growth V by AHH Singapore; vi) Proposed acquisition of complete shareholding held by AHH Singapore in AINU by Rhea (“AINU Transfer”); vii) Proposed issuance of equity shares by Rhea to AHH Singapore, as a consideration for the AINU Transfer; and viii) Increasing Waverly’s shareholding in AHH Singapore.

Although, the parties have included the proposed distribution of dividend to Growth III and Growth V by AHH Singapore as a step of Proposed Combination, the Commission has not considered the same as part of the Proposed Combination.

3. The Notice was filed pursuant to the various agreements such as Securities Subscription Agreement between Waverly and AHH Singapore executed on 17th December 2024 and Amended and Restated Shareholders’ Agreement amongst Waverly, Growth III, Growth V and AHH Singapore executed on 17th December 2024.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letters dated 25th February 2025 and 12th March 2025, certain information and clarifications were sought from Notifying Parties. The Notifying Parties submitted their response to the aforesaid letters vide their communication dated 4th March 2025 and 24th March 2025, respectively.

5. Growth III and Growth V are investment funds managed and controlled by TPG Inc. (“TPG”), a diversified global investment firm. TPG controls the TPG Group, which employs various strategies like buyouts, growth & tech investing, and impact investing across sectors such as finance, technology, consumer goods, and healthcare. Additionally, TPG holds a controlling stake in New Quest Capital, a private equity firm with investments spanning across multiple sectors such as finance, travel, and real estate.

6. Waverly, a Singapore-based private limited company, is wholly owned by Lathe Investment Private Limited, which is wholly owned by GIC Ventures. Waverly operates as a special purpose vehicle within a group of investment holding companies managed by GIC Special Investments Private Limited (“GICSI”). GICSI, established as the private equity and infrastructure arm of GIC Private Limited, manages investments in private equity, venture capital, and infrastructure, and is fully owned by GIC Private Limited. Both GIC Ventures and GICSI are owned by the Minister for Finance, under the Minister for Finance (Incorporation) Act 1959. As GIC Ventures is fully owned by the Minister for Finance, it is considered as Waverly’s ultimate parent entity, and the term “GIC Group” refers to the investment holding companies managed by GICSI.

7. AHH Singapore, a company incorporated in Singapore, is primarily engaged in long-term investment holding activities and through its direct/indirect subsidiaries, is active in providing healthcare services in the field of maternal, child, and other related healthcare services in India. AHH Singapore is jointly controlled by the TPG Group and GIC Group.

8. AINU, a single-specialty center based in South India, is focused on providing healthcare services through hospitals, specializing inter alia in (i) urology care (ii) nephrology care and (iii) dialysis and kidney transplant. It has seven hospitals located across Hyderabad, Secunderabad, Vishakhapatnam, Siliguri, and Chennai, which provide primary, secondary, and tertiary healthcare.

9. Rhea is a speciality hospital chain that provides comprehensive women and childcare and vitro fertilization (post consummation of merger with Nova Medical Centers Private Limited) in a homely and comfortable environment. Rhea currently operates in 19 states and 3 union territories in India. Rhea, under the brand name ‘Motherhood’ runs hospitals and also inter alia owns Nova IVF centers.

10. AHH LLP is engaged in the business of providing advisory services in the areas of strategy, finance, and other operational matters (excluding investment management, investment advisory, or financial advisory services). Currently, AHH LLP solely provides advisory services to AHH Singapore and/or its downstream entities, through providing an inside view into the operation and financial control of companies operating in the healthcare sector. The parties have agreed to liquidate AHH LLP on or before 28th September 2025 in accordance with applicable law.

11. It has been submitted that based on the GIC Group (other than directly through AHH Singapore and indirectly through AHH Singapore’s existing downstream entities) does not have any investments in the overlapping markets.

12. The Commission observed that TPG Group, through AHH Singapore (i.e., health care service providers, ‘AINU’ ‘Nova’ and ‘Rhea’), Cloudnine, Dr. Agarwal, CARE Hospitals and Manipal Health Enterprises Private Limited (including AMRI Hospitals Limited) and certain investments (“New Acquisitions”) in smaller hospitals, is engaged in the provision of healthcare services through hospitals which are operating at primary, secondary, tertiary, and quaternary levels in various cities and exhibit certain overlaps with the healthcare activities provided by AHH Singapore through its entities, namely AINU, Nova and Rhea. Overlaps are also observed in the area of Tele-medical consultation services. Further, the TPG Group through its affiliates also exhibits certain vertical interfaces/overlaps, namely wholesale sale and distribution of pharmaceutical products, medical devices, OTC products and provision of diagnostic services with the entities providing healthcare services through hospitals and clinics in India.

13. However, the Commission observed that except for New Acquisitions by TPG Group entities/affiliates, all the overlapping investments, whether horizontal/vertical, are existing and even these New Acquisitions are very insignificant and, resultantly, there is no significant change in competitive position of any of the parties and competition dynamics of any market pursuant to the Proposed Combination.

14. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have an appreciable adverse effect on competition in India, and therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

15. This order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

16. The information provided by the Notifying Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

17. The Secretary is directed to communicate this order to the Notifying Parties.