Notice given by Sion Investment Holdings Pte. Limited

Fair Competition For Greater Good

COMPETITION COMMISSION OF INDIA

(Combination Registration No. C-2015/03/253)

24^th April 2015

Notice under section 6(2) of the Competition Act, 2002 filed by Sion Investment Holdings Pte. Limited

Order under Section 31(1) of the Competition Act, 2002

1. On 3^rd March 2015, the Competition Commission of India (‘ Commission ’) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (‘ Act ’) given by Sion Investment Holdings Pte. Limited (‘ Sion ’ or ‘ Acquirer ’). The proposed combination contemplates acquisition of up to 100 percent share capital of CMS Info Systems Limited (‘ CMS ’) by Sion, pursuant to the execution of two share purchase agreements, both dated 16^th February 2015 (‘ SPAs ’), namely, (i) the SPA entered into between Blackstone FP Capital Partners (Mauritius) V Ltd. (‘ Blackstone ’), Sion and CMS (‘ Blackstone SPA ’) and (ii) the SPA, inter alia, entered into between certain individuals and CMS Computers Limited (collectively referred to as the Indian Sellers ), Sion and CMS (‘ Indian Seller SPA ’). The Blackstone SPA and the Indian Sellers SPA are collectively referred to as the ‘ Proposed Combination ’.

1. The Blackstone SPA relates to the purchase by Sion of 56.15 percent of the equity share capital of CMS, as held by Blackstone, on a fully diluted basis and the Indian Seller SPA relates to the purchase by Sion of 38.69 percent of the equity share capital of CMS, as held by the Indian Sellers, on a fully diluted basis. Further, as stated in the notice, the remaining 5.16 percent equity share capital of CMS, that is at present held by an employee through the employee stock ownership plan, may be acquired by Sion either in part or fully.