The Competition Commission of India (CCI) has officially approved Bain Capital’s acquisition of a significant stake in Manappuram Finance and its subsidiary, Manappuram Asset Finance, marking a major development in India’s financial services sector. Through its affiliates, BC Asia Investments XXV Limited and BC Asia Investments XIV Limited, Bain Capital will invest approximately ₹4,385 crore to secure up to an 18% stake in Manappuram Finance Limited (MFL) on a fully diluted basis via preferential allotment of equity and warrants, priced at ₹236 per share—a premium of about 30% over the six-month average trading price.
This transaction is structured in four phases, beginning with the private placement and preferential allotment of 9.29 crore fully paid-up equity shares, followed by the subscription to 9,29,01,373 warrants, each convertible into one equity share of MFL within a window of 4 to 18 months from the date of allotment. As part of the deal, the transaction will trigger a mandatory open offer under SEBI’s Substantial Acquisition of Shares and Takeovers (SAST) rules, with Bain Capital offering to acquire up to 26% of the expanded voting share capital from public shareholders at the same price of ₹236 per share.
Depending on the response to this open offer, Bain Capital’s total stake in Manappuram Finance could potentially rise to between 18% and 41.7% on a fully diluted basis, while the existing promoters will retain a significant 28.9% stake post-transaction.
The CCI’s approval also covers the acquisition of Manappuram Asset Finance Limited (MAFL) by Manappuram Finance, further consolidating the group’s lending operations and reinforcing its position as one of India’s leading NBFCs, particularly in gold loans, vehicle loans, and MSME loans. This strategic private equity investment by Bain Capital is expected to accelerate Manappuram Finance’s next phase of growth, enhance operational excellence, and expand its presence in key financial segments, including gold loans and MSME finance.
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The deal, which exceeded regulatory thresholds, required CCI scrutiny to ensure fair competition and compliance with Indian competition norms. The approval reflects confidence in the transaction’s alignment with competition policy and its potential to foster healthy rivalry in the Indian financial sector. Bain Capital’s move underscores the increasing interest of global private equity in India’s NBFC landscape, leveraging its expertise to drive transformation and innovation within Manappuram Finance and the broader financial services industry.
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