A group of investment firms, including TPG Growth and GIC-backed entities, have submitted a formal notification to the Competition Commission of India (CCI) seeking approval for a multi-step corporate restructuring and share acquisition in India’s healthcare sector.
The proposed transaction involves several key players: Waverly Pte. Ltd., TPG Growth V SF Markets Pte. Ltd., TPG Growth III SF Pte. Ltd., Asia Healthcare Holdings Pte. Ltd. (AHH Singapore), Rhea Healthcare Private Limited, Asia Healthcare Advisory Holdings LLP, and the Asian Institute of Nephrology and Urology Private Limited (AINU). These firms, backed by global investment giants TPG Inc. and GIC Ventures, play a significant role in shaping India’s private healthcare market.
According to the CCI filing, the transaction includes multiple financial and structural adjustments. Waverly will subscribe to Ordinary Shares and Class F Redeemable Preference Shares in AHH Singapore, while Growth V and Growth III will receive minority rights in AHH Singapore, Rhea, and AINU. The restructuring also involves the reclassification of existing Class E Redeemable Preference Shares, with Growth V and Waverly holding separate categories of these shares.
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A key part of the deal is the transfer of AINU from AHH Singapore to Rhea, followed by Rhea issuing equity shares to AHH Singapore as consideration for the transfer. Additionally, a mechanism has been put in place to increase Waverly’s shareholding in AHH Singapore over time.
The restructuring is categorised as an acquisition of shares and voting rights under Sections 5(a) and 5(b) of the Competition Act, 2002. The involved entities operate in key healthcare segments, including maternal and child healthcare, nephrology, urology, dialysis, and kidney transplants.
AHH Singapore, which is jointly managed by TPG and GIC, holds long-term investments in multiple healthcare services across various states and union territories in India.
TPG Growth III and V function as investment funds managed by TPG Inc., a NASDAQ-listed private equity firm that specialises in technology, healthcare, consumer, and financial services.
Waverly is a wholly-owned subsidiary of GIC Ventures, part of the Singaporean sovereign wealth fund managed by GIC Special Investments Private Limited. Their joint involvement in AHH Singapore strengthens their position in India’s healthcare sector, ensuring long-term strategic investment in specialised hospitals.
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The companies argue that the restructuring is an internal transaction among affiliated entities and will not significantly impact market competition. The filing also provides an overlap analysis of healthcare services in India, covering primary care in overlapping cities, secondary and tertiary care for specialised procedures, and quaternary care across the country. Since the transaction does not create any appreciable adverse effect on competition (AAEC), the applicants have requested that the CCI keep the definition of the relevant market open.
If the CCI grants approval, this restructuring will optimise ownership structures and enhance investment strategies for TPG and GIC-backed firms in India’s growing healthcare sector. The regulatory review is being closely watched by industry analysts, as its outcome could set a precedent for future investment and consolidation trends in the country’s private healthcare landscape.
