CCI approves 9 (nine) combinations in the month of October 2024; detailed approval orders to be published
- Acquisition of shareholding of JM Financial Asset Reconstruction Company Limited by JM Financial Credit Solutions Limited from JM Financial Capital.
- Acquisition of home and personal care business division of Patanjali Ayurved Limited by Patanjali Foods Limited.
- Acquisition of shareholding of Bharat Serums and Vaccines Limited by Mankind Pharma Limited.
- Acquisition of shareholding of Future Generali India Insurance Company and Future Generali India Life Insurance Company Limited by Central Bank of India.
- Acquisition of shareholding of Aavas Financiers Limited by Aquilo House Pte. Limited.
- Acquisition of shareholding of Indus Towers Limited by Bharti Airtel Limited.
- Acquisition of shareholding of Agilus Diagnostics Limited by Fortis Healthcare Limited.
- Acquisition of shareholding of Thoughtworks Holding, Inc. by Tasmania Midco LLC and Nevado Investments Pte. Limited.
- Combination involving Diligent Power Private Limited, DB Power Limited, Decore Thermal Power Private Limited and Writers and Publishers Private Limited.
(Source: CCI Website)
CCI conditionally approves combination involving Reliance Industries Limited, Viacom 18 Media Private Limited, Digital18 Media Limited, Star India Private Limited, Star Television Production Limited and The Walt Disney Company
CCI conditionally approved the merger of the entertainment businesses of Viacom 18 Media Private Limited ("Viacom 18")1 and The Walt Disney Company ("TWDC")2 (referred to as the "Proposed Transaction"). Pursuant to the Proposed Transaction, Star India Private Limited ("SIPL") will become a joint venture and house digital and linear television ("TV") entertainment businesses of Viacom 18 and TWDC in India.
CCI assessed horizontal overlaps between the activities of the parties across several relevant markets in India, including the market for: (a) supply of advertising time; (b) distribution of broadcast television channels to viewers; (c) licensing of audio-visual ("AV") content and related sub-segments; (d) production and supply of films for theatrical release and related sub-segments; (e) operation and wholesale supply of television channels ("TV Channels Market") and its sub-segments; and (f) retail supply of AV content through over-the-top ("OTT") streaming platforms ("OTT Streaming Market").
Out of the aforesaid markets, CCI noted that the Proposed Transaction will pose competition concerns in the following markets:
- TV Channels Market: CCI defined the relevant market narrowly by genre and further sub-segmented the General Entertainment Channel ("GEC") and film categories by language. CCI observed that the combined market shares of the parties within specific sub-segments namely, Marathi GEC, Bengali film channels, kids channels, and Kannada GEC—are significantly high, ranging from 40-70%. CCI noted the competition concerns raised by third parties, regarding the merged entity's likely ability and incentive to increase prices for advertisers, consumers, and other stakeholders, pursuant to the Proposed Transaction.
To address CCI's concerns: (i) the parties proposed to divest certain channels in the identified markets; and (ii) RIL will transfer its 24.5% shareholding in Eenadu Television Private Limited ("ETPL")3 to its promoters and retain only limited rights.
- OTT Streaming Market: CCI noted that the
combined market share of the parties would be significant,
estimated between 30% to 40%. The parties are also engaged in the
streaming of sports content via TV channels and OTT platforms and
participate in bidding for broadcasting rights. CCI identified
competition issues related to the broadcasting and streaming of
cricket events such as the Indian Premier League
("IPL"), International Cricket Council
("ICC") matches, and Board of Control
for Cricket in India ("BCCI") events and
noted that:
- majority of sports viewership in India is attributed to cricket;
- combined market share of the parties is significantly high, estimated between 80% to 90%; and
- parties hold exclusive broadcasting and streaming rights for major cricket events for the next 3 to 4.
CCI inter alia observed that said market position of parties raise competition concerns, as: (i) most sports content is streamed on platforms controlled by the parties; (ii) they would have enhanced negotiating power; (iii) they hold comprehensive television and digital rights for major live cricket events; (iv) they compete closely in bidding for sports rights; and (v) they have significant financial resources to secure additional sports rights.
To address CCI's concerns, the parties inter alia proposed:
- not to bundle TV and OTT advertisement slots for IPL, ICC, and BCCI events;
- to make fair and transparent provision of advertisement space on their streaming platforms until their current rights expire;
- to comply with the Sports Broadcasting Signals (Mandatory Sharing with Prasar Bharati) Act, 2007;
- to broadcast major cricketing events on their linear TV channels and streaming platforms on advertisement model/subscription model/hybrid model;
- to adhere to industry-standard subscription fees for cricket events; and
- to maintain reasonable advertisement rates on both television and streaming platforms for cricket events, until such rights expire.
CCI also examined vertical and complementary links between the activities of the parties in the: (a) upstream market for licensing of AV content, and downstream market for AV content through TV channels and OTT platforms; (b) upstream market for the supply of advertisement space on TV and OTT platforms, and downstream market for advertising; (c) upstream market for TV Channels Market, and downstream market for distribution of TV channels; and (d) complementary link in providing internet access (fixed and wireless BIS) required for online services, including OTT platforms. CCI noted that the commitments proposed by the parties sufficiently mitigate any foreclosure concerns in these vertical and complementary markets.
Subject to the commitments, CCI approved the Proposed Transaction in 95 (ninety-five) calendar days.
(Source: CCI Order dated August 24, 2024)
CCI approves acquisition of majority shareholding of WeWork India Management Private Limited by Embassy Buildcon LLP
CCI approved the acquisition of:
- 40% shareholding of WeWork India Management Private Limited ("WeWork India") by Real Trustee Advisory Company Private Limited, A91 Emerging Fund II LLP, Mithun Padam Sacheti, Siddhartha Padamchand Sacheti, Anchorage Capital Scheme I, Anchorage Capital Scheme II, Mahima Stocks Private Limited, Think Investments PCC, Meenakshi Mercantiles Limited (collectively referred to as the "Acquirers"); and
- 100% shareholding of 1 Ariel Way Tenant Limited ("OAW") by Embassy Buildcon LLP ("Embassy Buildcon").
(collectively referred to as the "Proposed Transaction").
Pursuant to the Proposed Transaction, Embassy Buildcon will hold 55% shareholding of WeWork India.
WeWork India is engaged in the operation of: (a) flexible workspaces; and (b) digital real estate workplace solutions for companies. The Acquirers are inter-alia engaged in the development of real estate, turnkey solutions for end-to-end design and furniture, etc. Embassy Buildcon is engaged in the development of real estate Integrated Facility Management Services ("IFMS") in India
While there were no horizontal overlaps between the activities of the parties, CCI examined the vertical links between the activities of the parties in India in:
- upstream market for the development of commercial real estate, and downstream market for provision of flexible workspaces in India and/or at city-wide level;
- upstream market for provision of IFMS, and downstream market for provision of flexible workspaces in India and/or at city-wide level; and
- upstream market for custom interior turnkey solutions, and downstream market for provision of flexible workspaces in India and/or at city-wide level.
Given the low market shares of the parties and the presence of several significant players in the vertical markets, CCI noted that the Proposed Transaction is not likely to raise foreclosure concerns.
CCI approved the Proposed Transaction in 99 (ninety-nine) calendar days.
(Source: CCI Order dated June 18, 2024)
CCI approves acquisition of shareholding of Home Credit India Finance Private Limited and Srinivasan Trading Private Limited
CCI approved the acquisition of:
- 74%, 8.47% and 10.79% shareholding of Home Credit India Finance Private Limited (''Home Credit'') by TVS Holdings Limited (''TVSH''), Srinivasan Trading Private Limited (''STPL''), and PI Opportunities Fund-II (''PIOF'') respectively; and
- 598%, 4.3029%, 2.6994% and 90.4004% shareholding of STPL by Mr. K. Gopala Desikan, Mr. Anuraag Agarwal, Mr. V. Ganesh, and GWC Family Fund Investments Pte. Limited (''GWCF''), respectively.
(together referred to as the "Proposed Transaction").
TVSH is a non-banking financial institution whose subsidiary provides retail loans and lending services in India. STPL is currently not engaged in any business activities in India. GWCF is an investment company and PIOF is an investment fund indirectly controlled by Mr. Azeem Premji. Home Credit provides retail loans and lending services in India. Accordingly, CCI noted that the business activities of the parties overlap in the broad market of retail loans and lending services and the narrower markets of consumer durable loans and personal loans in India.
In its competitive assessment, CCI noted that the combined market shares of the parties is low and a number of significant competitors are present in the market, which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.
CCI also examined a potential complementary link in the market of lead generation services where Home Credit is present and certain business activities proposed to be undertaken by the TVSH group4. Given that the said complementary link is notional, CCI noted that the Proposed Transaction is not likely to raise any foreclosure concerns.
CCI approved the Proposed Transaction in 32 (thirty-two) calendar days.
(Source: CCI Order dated September 24, 2024)
CCI approves acquisition of additional shareholding of Shriram Investment Holdings Private Limited by Shriram Ownership Trust
CCI approved the acquisition of additional shareholding of: (a) 9.44% of Shriram Investment Holdings Private Limited ("SIHL") from APRN Enterprises Private Limited; and (b) 20% of SIHL from Piramal Enterprises Limited, by Shriram Ownership Trust ("SOT") (referred to as the "Proposed Transaction"). Pursuant to the Proposed Transaction, Shriram group will hold 100% shareholding in SIHL.
SOT is a discretionary trust and holds shares in Shriram Capital Private Limited5 and shares of other companies in the Shriram group that are inter alia engaged in insurance broking and distribution of insurance products. SIHL has investments in companies that are inter-alia engaged in insurance broking and distribution of insurance products. Accordingly, CCI noted that the business activities of the parties overlap in the market for: (a) insurance broking; and (b) distribution of insurance products and in the narrow market for: (i) distribution of general insurance products; and (ii) distribution of life insurance products, in India.
In its competitive assessment, CCI noted that the combined market shares of the parties is low to raise competition concerns.
CCI approved the transaction in 39 (thirty-nine) calendar days.
(Source: CCI Order dated March 15, 2024)
CCI approves acquisition of Lanco Amarkantak Power Limited by Adani Power Limited
CCI approved the acquisition of 100% shareholding of Lanco Amarkantak Power Limited ("Lanco Amarkantak") by Adani Power Limited ("APL"), under the Insolvency and Bankruptcy Code, 2016 ("Proposed Transaction").
Both Lanco Amarkantak and APL are engaged in the generation of power through thermal power plants. Accordingly, CCI noted that the business activities of the parties overlap in the: (a) broad market for the generation of power in India; and (b) narrow market for the generation of power through thermal sources in India.
In its competitive assessment, CCI noted that the combined market share of the parties is low and that a number of significant competitors are present in the market, which will pose a competitive constraint on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.
CCI examined potential vertical links between the activities of the parties in India in the:
- upstream market for generation of power, and downstream market for transmission of power;
- upstream market for generation of power, and the downstream market for distribution of power; and
- upstream market for coal management services, and downstream market for power generation.
Given the low market shares of the parties with the presence of several significant players in each of the vertical markets, CCI noted that the Proposed Transaction is not likely to raise foreclosure concerns.
CCI approved the Proposed Transaction in 37 (thirty-seven) calendar days.
(Source: CCI order dated March 26, 2024)
CCI approves acquisition of minority shareholding of MTC Business Private Limited by Mitsui & Co. (Asia Pacific) Pte. Limited
CCI approved the acquisition of 25% shareholding of MTC Business Private Limited ("MTC") by Mitsui & Co. (Asia Pacific) Pte. Limited ("Mitsui") (referred to as the "Proposed Transaction").
MTC is engaged in the trading of ferrous and non-ferrous metal scrap, ferroalloys and base, minor metals and demolition. Mitsui is a wholly owned subsidiary ("WOS") of Mitsui & Co. Limited and is engaged in various businesses including iron and steel products, mineral and metal resources, etc. Accordingly, CCI noted that the business activities of the parties overlap in India in the markets for the: (a) collection, processing and sale of scrap metals; (b) sale of ferroalloys; (c) sale of base and minor metals; (d) sale of chemicals; and (e) sale of coal/ coke.
In its competitive assessment, CCI noted that the combined market shares of the parties is low and that a number of significant competitors are present in the market, which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.
CCI examined existing vertical links between the activities of the parties in India in the upstream market for the supply of overlapping products, and the downstream market for resale of such products.
Given the low market shares of the parties and the presence of several significant players in the vertical markets, CCI noted that the Proposed Transaction is not likely to raise foreclosure concerns.
CCI approved the Proposed Transaction in 54 (fifty-four) calendar days.
(Source CCI Order dated August 14, 2024)
CCI approves acquisition of Juniper Networks, Inc. by Hewlett Packard Enterprise Company
CCI approved the acquisition of 100% of the outstanding shareholding and sole control of Juniper Networks, Inc. ("Juniper") by Hewlett Packard Enterprise Company ("HPE"). The acquisition will occur through a reverse triangular merger through which Jasmine Acquisition Sub, Inc., which is currently a WOS of HPE, will merge with and into Juniper making Juniper the surviving entity and WOS of HPE (referred to as the "Proposed Transaction").
HPE is the ultimate parent entity of the Hewlett Packard Enterprise group. It specialises in business of Information Technology ("IT"), offering infrastructure products to support the IT systems and cloud station services. Juniper is the ultimate parent entity of the Juniper Networks group. It provides networking, infrastructure, security and other hardware and software-related solutions. Accordingly, CCI noted that the business activities of the parties overlap in India in the broad market of networking products/infrastructure and in the narrow market for: (a) campus switches; (b) direct current switches; (c) enterprise wireless access points ("WAPs")6; and (d) software-defined wide area networks.
In its competitive assessment, CCI noted that the combined market shares of the parties is low and that another significant competitor is present in the market, which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.
CCI approved the Proposed Transaction in 84 (eighty-four) calendar days.
(Source: CCI Order dated August 14, 2024)
Footnotes
1. It is jointly held by Reliance Industries Limited, Paramount Global and BTS group. It broadcasts TV channels, operates an OTT platform, sells commercial advertisement space on TV channels, licenses merchandise, organises live events in India and worldwide, and produces and distributes motion pictures and content syndication.
2. It is a publicly traded company listed on the New York Stock Exchange. It is an international media and entertainment company and is engaged in entertainment, sports and experiences.
3. It is present in Telugu GEC, Telegu films, kids and infotainment, and lifestyle channels.
4. TVSH including its affiliates refers to the TVSH group.
5. It holds 70.56% shareholding in SIHL.
6. CCI considered sub-segmenting the enterprise WAPs market further on functionality and/ or price points as well as on outdoor and indoor WAPs. However, given that the delineation of the narrow sub-segments did not materially change its assessment of the broader enterprise WAPs market, it refrained from sub-segmenting the same.
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