Competition Commission of India (CCI) – February – 2021 Updates

1. PRESS RELEASE No. 58/2020-21 – 10.02.2021

CCI approves acquisition by Siemens Healthineers Holding I Gmb (SHS GmbH) of Varian Medical Systems, Inc. (Varian) under Section 31(1) of the Competition Act, 2002, today.

The proposed combination relates to the acquisition of 100% of shares of common stock and sole control of Varian, by SHS GmbH, which is a wholly owned subsidiary of Siemens Healthineers AG (Siemens Healthineers) which is ultimately part of the Siemens AG Group.

Siemens Healthineers is a global provider of healthcare solutions and services, active in over 70 countries worldwide. Globally, its business is divided into three business segments, namely:

(i) imaging products, services and solutions,

(ii) laboratory diagnostic equipment, and

(iii) advanced therapies.

Varian is a global provider of medical devices and software solutions for treating cancer with radiation therapy and other advanced treatments. Globally, Varian primarily operates in three main business segments, namely:

(i) oncology systems,

(ii) proton solutions, and

(iii) interventional solutions.

2. PRESS RELEASE No. 59/2020-21 – 10.02.2021

CCI approves acquisition by Bank of India (“BOI”) of BOI AXA Investment Managers Private Limited (“BOI AXA IM”) and BOI AXA Trustee Services Private Limited (“BOI AXA TS”) under Section 31(1) of the Competition Act, 2002, today.

The proposed combination involves the acquisition of 49 % of the total share capital of BOI AXA IM & BOI AXA TS by BOI. Consequently, BOI will become sole owner of BOI AXA IM & BOI AXA TS and sole sponsor of BOI AXA Mutual Fund. Pursuant to the Proposed Combination, BOI shall remain in banking business and continue to distribute Mutual Fund product including that of the target entities.

BOI is public sector bank constituted under the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970.

BOI AXA IM is a private limited company, incorporated under the Companies Act, 1956. It acts as assets management company to BOI AXA Mutual Fund.

BOI AXA TS is also a private limited company, incorporated under the Companies Act, 1956. It provides trustee service to BOI AXA Mutual Fund.

3. PRESS RELEASE No. 60/2020-21 – 10.02.2021

CCI approves subscription to securities of Ecom Express Private Limited by CDC Group plc.

The proposed combination envisages subscription to securities of Ecom Express Private Limited (Ecom) by CDC Group plc. (CDC).

CDC is a Development Finance Institution, wholly owned by the UK Government, which provides capital to private sector entrepreneurs in developing countries.

Ecom, a company incorporated in India, is engaged in providing third party logistics (3PL) services.

4. PRESS RELEASE No. 61/2020-21 – 22.02.2021

CCI approves acquisition by PGP Glass Private Limited (Acquirer) of (i) the business of manufacture and sale of glass packaging and glass decoration of Piramal Glass Private Limited (PGPL); (ii) shareholding of PGPL in its certain subsidiaries engaged in the business of manufacture and / or sale of glass packaging and glass decoration; (iii) certain shareholding of Vivid Glass Trading FZCO (Vivid Trading); and (iv) certain business divisions of Ansapack Private Limited (Ansapack) under Section 31(1) of the Competition Act, 2002, today

The Acquirer has been set up recently for the purpose of the Proposed Combination. It is an affiliate of BCP Topco V Pte. Ltd., which is an affiliate of funds advised and / or managed by the affiliates of Blackstone.

PGPL is a private limited company incorporated under the laws of India and is engaged in the business of manufacture and sale of glass packaging and glass decoration, catering to the cosmetics, perfumery, specialty food and beverages, and pharmaceutical industries. PGPL is ultimately owned by Mr Ajay Piramal and family, and belongs to the Piramal group, a global business conglomerate with diverse interests in pharma, financial services, real estate and glass packaging.

PGPL’s subsidiaries, that form a part of the Proposed Combination, are Ansa Deco Glass Private Limited (Ansa Deco), Kosamba Glass Deco Private Limited (Kosamba Glass), Piramal Glass (UK) Limited (Piramal Glass UK), Piramal Glass Europe S.à r.l. (Piramal Glass Europe), Piramal Glass Ceylon PLC (Piramal Glass Ceylon) and Piramal Glass – USA, Inc. (Piramal US Subsidiary). These subsidiaries are broadly engaged in the business of manufacture and/or sale of glass packaging and glass decoration.

Vivid Trading is a company incorporated and registered in Dubai Airport Free Zone Authority, Dubai. Vivid Trading is a wholly owned subsidiary of Vivid Glass Distribution FZCO. It is engaged in glass bottle trading. Vivid Trading is an independent company, and is not a subsidiary or an affiliate of PGPL.

Ansapack is a private company incorporated in India, which is engaged in the manufacture and sale of packaging material, including corrugation boxes and plastic films. Ansapack is an independent company and is not a subsidiary or an affiliate of PGPL.

5. PRESS RELEASE No. 62/2020-21 – 22.02.2021

CCI approves acquisition by CDPQ Private Equity Asia Pte. Ltd. (‘CDPQ/Acquirer’) of equity shareholding of API Holdings Private Limited (‘API Holdings/Target’) under Section 31(1) of the Competition Act, 2002, today.

The combination envisages an acquisition of approximately 2% shareholding in the Target by the Acquirer along with certain additional rights.

The Acquirer is a wholly owned subsidiary of CDPQ and located in Singapore. CDPQ acts as an institutional investor that manages funds primarily for public and parapublic pension and insurance plans. CDPQ is a Canadian institutional fund, which manages and serves more than 40 depositors which comprises public and private pension and insurance funds in Quebec.

API Holdings is a company incorporated in India and is the ultimate parent entity of the API Holdings group. API Holdings, either directly or through its subsidiaries, carries out various business activities inter alia including:

(a) wholesale and distribution of drugs (including pharmaceutical products, medical devices and over the counter drugs);

(b) provision of transportation services primarily focused on the pharmaceutical sector;

(c) owning technology and intellectual property for developing e-commerce platforms including marketplaces for facilitating the sale of pharmaceutical products, medical devices and OTC drugs;

(d) manufacturing and marketing of pharmaceutical, ayurvedic and nutraceutical products, medical devices, hygiene products, life-saving medicines, herbal products and food supplements;

(e) operating and providing an online application which provides a business to business (“B2B”) order management system for retailers and distributors of pharmaceutical products, medical devices and OTC drugs.

6. PRESS RELEASE No. 63/2020-21 – 22.02.2021

CCI approves acquisition by Panatone Finvest Limited (“Acquirer”) of Tata Communications Limited (“TCL”) under Section 31(1) of the Competition Act, 2002, today.

The Proposed Combination envisages the proposed acquisition of such shareholding not exceeding 26.12% by the Acquirer in the Target (“Proposed Combination”). As a result of the Proposed Combination, the Acquirer Group / Tata Group would increase its shareholding from 48.87% to such shareholding not exceeding 74.99%.

The Acquirer is a Systemically Important Non-Deposit Taking Core Investment Company (“CIC-ND-SI”) registered with the Reserved Bank of India and is a subsidiary of Tata Sons and belongs to the Tata Group.

TCL is part of the Tata group and is a facilities-based service provider of a broad range of integrated communications services. It generates revenue from three business segments – wholesale voice, enterprise and carrier data and others. In India, TCL is, directly and indirectly through its subsidiaries, engaged in the following activities:

i. International Long-Distance services (“ILD”) – voice;

ii. National Long-Distance services (“NLD”) – voice;

iii. Undersea cable systems (“UCS”);

iv. Internet Service Provider (“ISP”), offering connectivity, messaging, Internet telephony; and

v. Enterprise business providing valued added services

7. PRESS RELEASE No. 64/2020-21 – 24.02.2021

CCI approves the proposed combination in involving to acquisition of stake in Technip Energies B.V. by Bpifrance Participations S.A

Pursuant to the Share Purchase Agreement dated 7th January 2021 between the TechnipFMC plc (Seller) and the Bpifrance Participations S.A. (Acquirer), the Acquirer will acquire a minimum of 11.82% of Technip Energies B.V.’s (Target) outstanding shares and a maximum of 17.25% of the Target’s outstanding shares (Proposed Combination). As a result of the Proposed Combination, the Acquirer will increase its shareholding in the Target to a stake of 14.07-20%.

The Acquirer is indirectly jointly owned by EPIC Bpifrance and the CDC group (through Bpifrance S.A.). Acquirer is a public financial group of companies aimed at financing and developing companies operating in France. It invests, directly and indirectly, in companies, whether listed or not, from startups to large-cap companies, including using either its own funds or third parties’ funds to stimulate and consolidate the national economic base. It does not directly undertake any business activities in India. The Target belongs to the TechnipFMC plc group.

The Target is an engineering and technology company for the energy transition which offers a full range of design and project development services to its customers. It is engaged in the provision of EPC services and internal support services in India including design, engineering, consultancy, fabrication, supply, erection and commissioning of plants in the chemical, refining and petrochemical, polymer, oil and gas, fertilizers and other allied industries.

8. PRESS RELEASE No. 65/2020-21 – 24.02.2021

CCI approves proposed merger of NAM Estates and Embassy One Commercial Property Developments into Indiabulls Real Estate

The proposed combination envisages merger of NAM Estates Private Limited (NAM Estate) and Embassy One Commercial Property Developments Private Limited (EOCPDPL) into Indiabulls Real Estate Limited (IBREL). The proposed combination will be carried out through a series of inter-connected steps viz.: (i) certain identified assets, securities and / or investments of certain entities of the Embassy group will be transferred to Embassy Group entity(ies); (ii) certain third party investors will swap their shareholding in these identified assets, securities and / or investments of certain entities of the Embassy group, for shareholding in NAM Estates and EOCPDPL; (iii) the restructured NAM Estates and EOCPDPL will merge with and into IBREL. and IBREL will issue shares to all existing shareholders of NAM Estates and EOCPDPL.

NAM Estates is engaged in the business of real estate development of commercial and residential assets and other related activities. NAM Estates belongs to the Embassy group of companies.

EOCPDPL is engaged in the business of providing common area maintenance services to construction and development of real estate projects (both residential and commercial) and other related activities. EOCPDPL belongs to the Embassy group of companies.

IBREL is a publicly listed, real estate company in India. Geographically, the company’s strategic focus is in key markets of Mumbai Metropolitan Region and National Capital Region.

Author – CS Nilesh Kelkar, from Mumbai and can be contacted at csnileshkelkar@gmail.com).

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