*Foreign universities in early deal moves as new regulation may allow 51%
ownership in domestic private institutions.*

Apollo Global, a joint venture between Nasdaq-listed Apollo Group and
private equity giant Carlyle, is among the early-bird foreign universities
exploring acquisitions in India's higher education sector even as the Union
Government pushes ahead with a new regulation that will allow them (foreign
universities) to own up to 51% stake in domestic institutions.

Laureate International Universities and DeVry Inc are the other for-profit
global university
networks pursuing the India story, said sources tracking the country's red
hot education industry.

The Foreign Educational Institution (Regulation of Entry and Operation)
Bill, 2010, which the Union Cabinet approved two months back, has the
potential to bring in foreign direct investment worth $3-4 billion into
higher education over the next five years going by conservative estimates.

Human resource development minister Kapil Sibal had said, "a revolution
larger than the one in the telecom sector awaits the education sector" after
the Cabinet appproved the bill. It is still awaiting Parliament's nod and
some industry trackers believe the passage might come with conditions, as
sections of Indian polity has opposed it for years.

India could be the biggest story for international universities scripting
aggressive M&A moves to expand into emerging markets. Several domestic
deemed private universities are looking at funds as well as strategic inputs
to scale up operations in the world's second most populous country and one
of the fastest growing economies. With over 700 million youth, India
probably has the largest population of young people globally.

"Acquiring a private deemed university in India would provide immediate
scale and visibility to foreign players apart from giving them a first mover
advantage. They can use the acquired platform to widen their network across
other states in the country,”  Sunil Jain, Vice President, Mape Group, a
Mumbai-based investment advisory firm, said.

Till date, there was no legal framework for foreign universities to operate
in the country (read: no regulation permitted them to grant degrees in
India) even though 100% FDI has been allowed since 2000. This prompted the
foreign education groups to remain on the fringes rolling out vocational and
professional development courses through twinning programmes and other
collaborations.

The annual government spend on education is approximately $30 billion with
an annual private spend of $43 billion, said a recent note from Kaizen
Management Advisors, which is an education-focussed private equity.
Approximately 150,000 students travel to foreign countries every year and
spend about $13 billion on education, according to Kaizen.

"Foreign universities have been looking at acquisition opportunities as the
alternative option is setting up a greenfield campus in which case one may
have to bleed for 3-4 years," Jacob Kurian, Partner, New Silk Route
Advisors, a $1.4-billion, India-focused private equity fund, said.

However, the structuring of any such deal may not be easy as most Indian
deemed universities (and their assets) are owned by not-for-profit trusts.
This could mean that foreign players may be buying into hived-off
management  operations of the Indian deemed universities while all the hard
assets stay with the trust.

The valuations in the education sector have already reached new highs with
an increasing interest from private equity players. This calendar year has
already seen nine deals worth $139 million in less than six months, 58%
higher than the total investments of $88 million across five deals witnessed
in the whole calendar 2009, according to VCCEdge, the financial research
platform of VCCircle.

But this interest from overseas universities might not have that much of an
impact on core
education assets like schools and colleges. “University and schools are not
very private equity investible opportunity. Most private equity players who
are education focused are not looking at that as their key area of
investment,” said Sandeep Aneja, MD of Kaizen Management Advisors.

While the Ivy-league universities are not in the deal play, it is the more
aggressive networks such as Apollo Global, DeVry, Laureate, and possibly
Imperial College and Dukes, that are on acquisition trail.

These education groups have remained bullish on buyouts in their push to new
markets. For instance, Apollo Global has a $1-billion mandate to chase new
international opportunities and has effected acquisitions in markets
spanning from Chile to UK, while Laureate has also spent on expanding its
network in south and central Americas as well as Asia Pacific, where it has
reasonable presenvce in China.

Emails sent to Laureate and Apollo Global universities did not elicit a
response at the time of publication of this report.

"Rationale for M&A in education has largely been geography expansion and
program expansion. Many global education players like DeVry (Fanor, USEC,
Ross University, Advance Academics) Kaplan (Prosource, Study Group, Tribeca)
and Apollo (BPP Holdings and UNIACC) have grown through acquisitions. In our
view, countries like China & India which have large a student base will be
target markets for large international education companies," Mape's Jain
explained.

Some critics of the cabinet approved bill argued that frontline foreign
universities may not be willing to dilute their brand with 'deemed' status
in India, which also places restrictions on their governance.

"The intent of the bill is laudable as it seeks to deregulate the education
system. But are we going to attract the Ivy-league names? If not, how are we
enabling the system with better than what we have today," asks Sanjay Jain,
Director, Taj Capital, a New Delhi-based investment boutique. He added: "We
will have to await the final bill regarding repatriating profits as well as
on the tricky questions of governance."

New Silk Route's Kurian said, "The government has not come out clearly
regarding for-profit operations in higher education. More importantly, the
bill is still waiting before Parliament. I think the foreign players will
dive in only after seeing the final bill and the guidelines, as even a
seemingly small clause can have major ramifications."

Jain at Mape believes, based on his interactions with industry stakeholders,
that UGC (or any other equivalent body) may decide on exempting foreign
universities from fee control, reservation policies and other governing
regulations once they are registered as deemed universities. "One is not
clear on how this (M&As) will really work in the regulated space like
universities and colleges and that will take some time to evolve," Kaizen's
Aneja added. He thinks that while larger private universities would like to
stay put, the smaller independent for-profit entities would be interested in
selling out.

Then there could be specific baskets of the domestic education sector that
foreign players are likely to covet, with vocational training and K-12 being
the prominent ones. "There are lots of opportunities where these foreign
education players would like to acquire niche players," Aneja said.

UK's Nord Anglia Education, which operates a network of international
schools in countries including China and South Korea, is believed to be
chasing acquisitions in the K-12 segment. The field of vocational training
has already seen some action with UK's City & Guilds forging a joint venture
with Manipal Education for work related assessments and training. Similarly,
Singapore's Raffles Education Corp entered into an equal JV with Educomp for
tapping niche opportunities in professional education courses. Last year,
Pearson Group, a worldwide provider of education content, picked up stake in
Bangalore-based TutorVista apart from floating a JV with Educomp.


-- 
Regards

Hardik Shah

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