Sep 30, 2022

CCI Approves of Athenahealth Group Inc. by Minerva Bidco

On February 7, 2022, CCI approved the acquisition of athenahealth Group Inc. (‘Target’) by Minerva Bidco. Inc. (‘Minerva Bidco’), which is indirectly held by funds managed or advised by (i) Hellman & Friedman Capital partners X, L.P., Hellman & Friedman Capital Partners X (Parallel). L.P., HFCP X (Parallel-A), L.P., H&F Executives X, L.P., H&F Executives X-A. L/P/. and H&F Associates X, L.P. (collectively ‘H&F Funds’); (ii) Bain Capital Fund XIII, L.P., and Bain Capital Fund (Lux) XIII, SCSP (collectively ‘Bain Funds’); (iii) Viggo Investment Pte. Ltd. (‘GIC Investor’); and (iv) Minerva Holdco, Inc. Minerva Holdco Inc also proposes to issue preferred equity to certain financial investors, in order to pay a portion of the consideration. [1] The investors are financial investors with no controlling rights and would each acquire less than 1% of the ordinary voting rights in Minerva Holdco Inc. without any board appointment rights.

The Target is currently jointly controlled by Laran Aggregator L.P. (‘Laran’) and Veritas Capital Fund Management, LLC. (‘Veritas’). H&F Funds, Bain Funds, and GIC Investor are funds managed by Hellman & Friedman LLC (‘H&F’), Bain Capital Investors LLC (‘Bain’), and GIC Special Investments Pte. Ltd. (‘GICSI’), respectively.

Bain Funds are managed and advised by Bain, with their primary business activity being investing funds with the objective of achieving appreciation of the invested capital. Beyond this, Bain Funds do not undertake any business activities and do not have any physical presence in India. Bain is a private equity investment firm that invests in companies across several industries, including information technology, healthcare, retail and consumer products, communications, financial, and industrial/manufacturing sectors.

H&F Funds are special purpose vehicles managed by H&F. Their primary business activity is to invest funds with the objective of achieving appreciation of the invested capital. Beyond this, H&F Funds do not undertake any business activities and do not have any physical presence in India. H&F is a private equity firm focused on making large-scale private equity related investments in growing business in developed markets.

GIC Investor is wholly owned by Enterprise Holding Pte. Ltd., an entity which is, in turn, wholly owned by GIC Ventures, a Singapore private limited company. GICSI manages investments in private equity, venture capital, and infrastructure. It was set up as the private equity and infrastructure investment arm of GIC and is wholly owned by GIC.

Athenahealth Group Inc., is a cloud-based provider of medical records, revenue cycle, patient engagement, care coordination, and population health services, as well as point-of-care mobile applications. These products and services are designed for the healthcare industry, specifically serving medical practices, hospitals and health systems, and health plans. athenahealth Group Inc. does not generate any turnover from customers outside the USA but provides services to its US based holding company from subsidiaries located in India and generates certain limited inter-company revenue from a sub-lease. The Target holds certain shareholding in Access Healthcare Services Private Limited (‘Access’), which provides services related to revenue cycle management in health segments located in India.

While assessing the competition, CCI observed that the acquirers and the Target provide similar services in India which may be categorised broadly as “provision of IT and ITeS services”; narrowly as “(a) provision of BPO services and (b) provision of ITO services”; and at the narrowest level as the “provision of healthcare technology services”. It was observed that the activities and nature of services provided by the Target appeared to be specifically related to the healthcare industry, which differentiates it from other entities in IT and/or BPO services that are primarily information technology companies serving customers in multiple domains. Further, the combined market share of the parties, and incremental market share in the provision of IT and ITeS services in India, and the provision of BPO and ITO services in India are not significant to raise any competition concern in India. With regard to the provision of healthcare technology services in India, the notifying parties submitted that the Target does not provide services to customers located in India. Considering the vertical overlaps and given the nature of IT & ITeS industry and its segments/sub-segments, it was noted that there ought not be any appreciable adverse effects on competition in India in any relevant market. Thus, CCI approved the acquisition under Section 31(1) of the Competition Act.


[1] Combination Registraion No. C-2021/12/891.




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