The Competition Commission of India has approved the proposed combination involving acquisition in Manappuram Finance Limited and Manappuram Asset Finance Limited by Bain Capital.

BC Asia Investments XXV Limited (Acquirer 1) and BC Asia Investments XIV Limited (Acquirer 2) (collectively, Acquirers) are indirectly owned and controlled by Bain Capital Investors, LLC (Bain Capital). The principal activity of the Acquirers is undertaking investment holding activities. Bain Capital is a private equity investment firm that invests, through its family of funds, in companies across several industries, including information technology, healthcare, retail and consumer products, communications, financial services, and industrial / manufacturing sectors.

Manappuram Finance Limited is a diversified non-banking financial company (NBFC) headquartered in Kerala, India. The company primarily provides gold loans, vehicle loans, and MSME loans to customers across India. It has expanded its offerings through its various subsidiaries in housing finance, microfinance, insurance distribution, and IT services.

Manappuram Asset Finance Limited is a an NBFC engaged mainly in providing gold loans. It also provides loans against property, vehicle loans, two-wheeler loans and microfinance loans.

The proposed transaction involves: (i) subscription to 9,29,01,373 fully paid-up equity shares of MFL by Acquirer 1 through private placement and preferential allotment; (ii) subscription to 9,29,01,373 warrants of MFL by Acquirer 2, which can be exercised (in one or more tranches) at any point between 4 to 18 months from their date of allotment, each carrying a right to subscribe to 1 equity share of MFL; (iii) acquisition through a mandatory open offer triggered by the Acquirer 1 and its persons acting in concert, in compliance with applicable regulations of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (as amended), whereby Acquirer 1 has made an open offer to acquire up to 24,42,27,387 fully paid-up equity shares representing 26% of the expanded voting share capital of MFL  from the public shareholders of MFL; and (iv) acquisition of MAFL by MFL (collectively, Proposed Combination)

Detailed order of the Commission will follow.

Merger control: competition authority approves Bain Capital acquisition structure in Manappuram group, subject to detailed order. The Competition Commission approved a proposed combination under which Bain Capital-controlled investment vehicles will acquire equity in MFL via private placement and convertible warrants, trigger and conduct a mandatory open offer under applicable takeover regulations for a portion of MFL's expanded voting capital, and implement a downstream acquisition of MAFL by MFL; a detailed order will follow.