The Competition Commission of India has approved the proposed combination involving 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”), Rhea Healthcare Private Limited (“Rhea”), Asia Healthcare Advisory Holdings LLP (“AHH LLP”), and Asian institute of Nephrology and Urology Private Limited (“AINU”).

The proposed combination, inter alia, contemplates:

1. Waverly’s proposed subscription of Ordinary Shares and Class F Redeemable Preference Shares in Asia Healthcare Holdings Pte. Ltd.;
2. Certain rights accruing to Growth V in AHH Singapore and Rhea (including its downstream entities) and AHH LLP;
3. Certain rights accruing to Growth III in AHH Singapore (solely in relation to matters pertaining to AINU and its downstream entities);
4. Proposed acquisition of complete shareholding held by AHH Singapore in AINU, by Rhea (“AINU Transfer”);
5.  Proposed issuance of equity shares by Rhea to AHH Singapore, as a consideration for the AINU Transfer.

Growth III and Growth V are investment funds that are ultimately managed and controlled by TPG Inc. (“TPG”), which is a global, diversified investment firm. TPG, including its subsidiaries and affiliates, are together referred to as the “TPG Group”. TPG, the ultimate holding company of the TPG Group, is a company listed on NASDAQ. TPG primarily invests in complex asset classes such as private equity, real estate and public market strategies. The TPG Group operates in India through its various investments with a primary focus on sectors such as technology, healthcare, consumer and financial services.

Waverly is a wholly-owned subsidiary of Lathe Investment Pte. Ltd., which is in turn, wholly-owned by GIC (Ventures) Pte Ltd. Waverly is a special purpose vehicle organized as a private limited company in Singapore that is part of a group of investment holding companies managed by GIC Special Investments Private Limited.

AHH is a Singapore incorporated company and 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, urology, nephrology and other related health care services in India. AHH Singapore is jointly owned and controlled by the TPG Group and GIC Group.

Rhea is a specialty hospital chain that provides comprehensive women and childcare and vitro fertilization (post consummation of merger with Nova Medical Centers Private Limited). Rhea currently operates in 19 states and 3 union territories, in India.

AINU, a single-specialty center in South India, is focused on providing healthcare services through hospitals, specializing in (i) urology care, (ii) nephrology care and (iii) dialysis and kidney transplant. They also provide radiology and pathology services to their patients. It has seven hospitals located across Hyderabad, Vishakhapatnam, Siliguri, Chennai and Secunderabad.

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 operation and financial control of companies operating in the healthcare sector

Detailed order of the Commission will follow.

Proposed combination involving investment funds and healthcare entities approved, effecting share transfers, equity issuance and governance rights. The proposed combination among Waverly, TPG-affiliated funds (Growth V and Growth III), AHH Singapore, Rhea, AHH LLP and AINU is approved, and contemplates Waverly subscribing for ordinary and Class F redeemable preference shares in AHH Singapore; allocation of rights to Growth V in AHH Singapore, Rhea and AHH LLP; allocation of rights to Growth III in AHH Singapore limited to AINU matters; Rhea acquiring AHH Singapore's entire shareholding in AINU; and Rhea issuing equity to AHH Singapore as consideration for that transfer.