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UpGrad and Unacademy submit merger clearance application to CCI

UpGrad and Unacademy have filed with the CCI for an all-stock merger valuing Unacademy at Rs 2,055 crore.
UpGrad and Unacademy submit merger clearance application to CCI
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Two of India’s leading edtech companies, UpGrad and Unacademy, have officially filed for antitrust clearance with the Competition Commission of India (CCI) for their proposed merger. This marks a critical step as the companies move closer to finalizing a deal that will reshape the landscape of the country’s education technology sector.

The proposed transaction, an all-stock deal, will see Ronnie Screwvala-founded UpGrad acquire Unacademy, valuing the test-prep startup at Rs 2,055 crore (approximately $218 million). This valuation represents a significant markdown - nearly 90% - from Unacademy’s peak valuation of $3.4 billion in 2021. The merger is expected to conclude by June or July, with Unacademy projected to hold a cash balance of Rs 900-950 crore at the time of closing.

A Landmark Consolidation in EdTech

The merger, described in filings as a "proposed combination", is designed to expand UpGrad’s offerings into the online test preparation segment, a market in which the company currently has no presence. The CCI filing emphasized the broader impact of the deal, stating, "The proposed combination will enable the acquirer (UpGrad) to enter the online test preparation segment, in which it does not currently have a presence. It will also broaden the range of learners served by the acquirer pursuant to the proposed combination. For the shareholders of the target (Unacademy), the proposed combination provides an opportunity to realise shareholder value in a consolidated entity."

This strategic move comes as the edtech sector in India grapples with a prolonged slowdown following the pandemic-induced surge in online learning. The industry has faced significant challenges as demand for digital education moderated, and major players, including Byju’s, have struggled to maintain their earlier dominance.

History of the Deal

Discussions between UpGrad and Unacademy began in November last year, but initial negotiations reached an impasse in January over valuation disagreements. The two sides resumed talks in March, when Screwvala and Unacademy co-founder Gaurav Munjal announced on social media that a term sheet had been signed. The finalized agreement involves a 100% share-swap deal, with Singapore’s sovereign wealth fund Temasek - an investor in both companies - playing a key role. Temasek holds a 22% stake in UpGrad and a 5% stake in Unacademy.

Unacademy, which was founded in 2010 by Gaurav Munjal, Hemesh Singh, and Roman Saini, initially started as a YouTube channel before transitioning into a full-fledged edtech platform in 2015. During the pandemic, it emerged as one of India’s top edtech startups. However, in recent years, the company has shifted its focus to offline coaching centers as growth in online learning slowed.

Significance of the Merger

This deal represents one of the largest consolidation efforts in India’s edtech space amid a challenging market environment. The sector has been further destabilized by the fallout from Byju’s, once the industry’s most valuable player, which saw its valuation plummet to $1 billion from a peak of $22 billion.

With the merger, UpGrad aims to position itself as a more comprehensive education platform, catering to a diverse learner base while leveraging Unacademy’s expertise in test preparation. The partnership also offers Unacademy’s shareholders a chance to capitalize on the newly consolidated entity’s potential for long-term growth.

As the industry awaits the CCI’s decision, the merger stands as a pivotal moment, not only for the two companies involved but also for the broader evolution of India’s edtech ecosystem. The next few months will determine how this consolidation shapes the future of online and offline education in the country.

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