Combinations Orders by the CCI

Century Tokyo/Tata Capital Financial Service, Combination Registration – C-2012/09/78

The proposed combination relates to acquisition of joint control by CTLC of the leasing division of TCFSL. The notice was filed pursuant to the execution of a business partnership agreement between parties to the combination.

Independent Media Trust – C- 2012/03/47

IMT propose to subscribe to the ZOCDs that are to be issued by the target companies, which are stated to be presently owned and controlled by Mr. Raghav Bahl. It has been stated in the notice that before the said subscription, Mr. Raghav Bahal and his affiliates who on and control around 40% of the equity share of Network 18 Media and Investment Ltd. Would transfer their entire shareholding of around 40% to the target companies. The holder of the said ZOCDs that are proposed to be subscribed has the option to convert the ZOCDs into equity shares of the target companies at any time before the expiry of ten years from the day on which the ZOCDs are subscribed. Further, upon conversation of all the ZOCDs into equity share capital of each of the target companies.

 

The target companies propose to use the proceeds from the issue of ZOCDs to subscribe to the proposed rights issue of equity shares of Network 18.

 

Network 18 propose to use the proceeds from its rights issue to repay its debts of around 1300 crores and the rest of around 1400 crore to subscribe to the right issue of TV18 Broadcast limited in which it currently owns 51 percent of the paid up equity share capital.

SPE Holdings/Grandway/MSM/Altas

The proposed combination relates to the acquisition of 20.28 percent and 12.11 per cent of the equity shares in MSM India by the Acquirer from Grandway and Atlas.

 

It has been stated in the notice that acquirers collectively hold 62 per cent equity share in MSM India. It has been stated in notice that Grandway and Atlas are both special purpose vehicle just to hold shares in MSM India. As per details provided, Grandway and Atlas collectively holds 32 percent shares in MSM India.

 

Upon consummation of the proposed combination, the shareholding of the Acquirer in MSM India would increase from 62 percent to 94 percent. The proposed combination result in transfer from joint control to sole control of the acquirer over MSM India.

Telewings/Lakshdeep – C-2012/10/87.

 

Order u/s 43A dated 03.07.2018

As per the details provided in the Notice, the Combination envisaged Lakshdeep to initially acquire 51 percent shares in Telewings and ultimately hold 26 percent shares in Telewings. It was also stated in the Notice that the investment by Lakshdeep was envisaged to take place in the following four steps:

  1. Step I: Telewings’ participation in the 2G spectrum auction to be conducted by the DoT from 12.11.2012 with an intention to acquire the necessary spectrum for carrying telecommunication operations in India;

  2.  Step II: Upon Telewings being declared successful in the 2G spectrum auction, Lakshdeep’s acquisition of 51 percent shares of Telewings (“Lakshdeep Share Transaction”);

  3. Step III: After acquiring the 2G spectrum and requisite licenses necessary for carrying on the business operations in India, Telewings’ acquisition of business of Unitech Wireless (Tamil Nadu) Private Limited (“Uninor”) on a going concern basis (“Uninor Business Transaction”); and

  4. Step IV: On receiving the approval of the Foreign Investment Promotion Board (“FIPB”), Telenor to increase its shareholding to 74 percent and consequently Lakshdeep to hold 26 percent in Telewings (“Telenor Share Transaction – Tranche 1”).

 

It was stated that the parties to the Combination believe that Step III and Step IV need not normally be filed and accordingly, Step III and Step IV do not require the Commission’s approval.

 

On 20.03.2017, the Commission received a notice under Section 6(2) of the Act given by Bharti Airtel Limited and Telenor India for proposed transfer of 100 percent shares of Telenor India to Airtel through a court driven scheme of merger (Combination Regn. No. C2017-04-494). During the review of the same, the Commission observed that Telenor has consummated the Telenor Share Transaction – Tranche 11 and subsequently increased its shareholding in Telenor India from 74 percent to 100 percent2 (“Telenor Share Transaction – Tranche 2”) without notifying the same to the Commission. It was also observed that Telenor India had also consummated Uninor Business Transaction3 without notifying the same to the Commission.

 

The Commission observed that it had already held in the Order that the Telenor Share Transaction - Tranche 1 and the Uninor Business Transaction were not covered under Item 8 of Schedule I of the extant Combination Regulations. As regards Telenor Share Transaction - Tranche 2, the Commission observed that with 26 percent shareholding (left after Telenor Share Transaction – Tranche 1), Lakshdeep still had joint control over Telenor India and therefore transfer of the same had the effect of changing control of Telenor India from joint control of Lakshdeep and Telenor to sole control of Telenor. In view of the same, Telenor Share Transaction Tranche 2 is also not an intra group transaction and therefore not covered under Item 8 of Schedule I of the Combination Regulations.

(Combination Registration No. C-2018/11/614)

The notice has been given pursuant to the execution of a binding memorandum of understanding, on 27.09.2018, between the Acquirer and Subros Limited (Subros / Target). Subsequently, the Acquirer also submitted certain additional information/clarification(s) vide emails dated 14.11.2018 and 16.11.2018.

 

The proposed combination has been notified as acquisition of shares, by way of subscription to new shares, whereby DENSO will increase its existing shareholding from 13% to 20% in Subros and also acquire a right to nominate one more director on the Board of Directors of Subros. (Proposed Combination). DENSO already holds a right to nominate one director on the Board of Directors of the Target. (Hereinafter, DENSO and Subros are collectively referred to as Parties).

(Combination Registration No. C-2018/11/615)

The proposed combination involves the acquisition of (i) 26% shares by Shell in Hazira LNG Private Limited (“HLPL”) (“HLPL Transaction”); and (ii) 26% shares by Shell in Hazira Port Private limited (“HPPL”) (“HPPL Transaction”) from Total Gaz Electricité Holdings France (“Total”) (HLPL Transaction and HPPL Transaction together constitute “Proposed Combination”). Prior to the Proposed Combination, Shell was the single largest shareholder at 74% shares in both HLPL and HPPL respectively and further to the Proposed Combination, Shell would acquire 100% shares and sole control in each of HPPL and HLPL. The Notice was filed with the Commission pursuant to the execution of the Share Purchase Agreement by and between Shell and Total on 16.10.2018 (“SPA”). Further, Shell submitted certain additional information relating to the Proposed Combination on 27.11.2018.

(Combination Registration No. C-2018/07/588)

The proposed combination relates to the combination of Alstom and the mobility business of Siemens by way of a contribution of Siemens’ mobility business to Alstom in consideration for newly issued Alstom shares representing ~50 per cent of Alstom's share capital on a fully diluted basis. As a result of the proposed combination, Siemens will acquire sole control over Alstom.