India: CCI Approved Notice Of Acquisition Jointly Filed By IndInfravit Trust (acting Through LTIDPL IndvIT Services Limited) And Canada Pension Plan Investment Board Private Holdings (4) Inc.

On October 10, 2022, IndInfravit Trust (‘IndInfravit') and CPP Investment Board Private Limited Holdings (4) Inc. (‘CPHI-4') (collectively referred to as ‘Acquirers') filed a notice before the CCI regarding (a) IndInfravit's acquisition of 100% equity shareholding and compulsory convertible debentures in five special purpose vehicles (‘SPVs'), and (b) CPHI-4's acquisition of additional units of IndInfravit to fund IndInfravit's acquisition of the five SPVs.¹

IndInfravit is an infrastructure investment trust that is involved with investments in road infrastructure assets in India. IndInfravit only acquires operational SPVs after completion of the construction period and is engaged in the provision of concessionaire services limited to the operation and maintenance of the assets for the balance concession period. L&T Infrastructure Development Projects Limited (jointly held by Larsen and Toubro Limited and CPPIB India Private Holdings Inc.) is the sponsor of IndInfravit. IDBI Trusteeship Service Limited is the trustee of IndInfravit.

CPHI-4 is a wholly owned subsidiary of Canada Pension Plan Investment Board (‘CPPIB'). It is an investment holding company which invests in a diversified portfolio of assets. CPPIB is an investment management organisation that invests the funds transferred to it by the Canada Pension Plan.

The CCI observed that there were horizontal overlaps between the business activities of IndInfravit, CPPIB, Larsen & Turbo, and the five target SPVs, in the business of operations and maintenance of highways in the road infrastructure sector in India. He activities of the five target SPVs also overlapped with the activities of the existing portfolio SPVs of IndInfravit in Maharashtra and with CPPIB's affiliates in Andhra Pradesh.

However, the CCI concluded that the proposed combination is not likely to AAEC in India as in the segment of operation and maintenance of highways in the road infrastructure sector in India, the combined market shares were in the range of 0-5% in volume, and 10-15% in terms of value and the incremental range in terms of both value and volume was 0-5%. The market had presence of significant players that would continue to pose competitive restraint on the parties post the acquisition. Moreover, the combined and incremental market share of parties in Maharashtra and Andhra Pradesh were insignificant, and this segment is fragmented with many large competitors.

Therefore, the CCI opined that the acquisition did not cause any AAEC in India, and approved the combination under Section 31(1) of the Competition Act.

Footnote

1 Combination Registration No. C-2022/09/966.

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