Schulke India Private Limited
Case brief
What is this about?
The Competition Appointed Authority held that a global acquisition agreement was the mandatory trigger document for filing a combination notice, rejecting arguments about a local Country Transfer Agreement. It found a violation of Section 6(2) and imposed a penalty of INR 2.5 million.
What did the court decide?
Imposed a penalty of INR 25,00,000 on the Acquirer for failure to file a timely combination notice under Section 6(2) of the Act.
What the court decided
A compact analysis
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
PUBLIC
Fair Competition For Greater Good
COMPETITION COMMISSION OF INDIA
(Combination Registration No.C-2015/12/349)
13.01.2017
Order under Section 43A of the Competition Act, 2002 (“Act”) in relation to combination registration no. C-2015/12/349
Background
- On 16.09.2015, the Competition Commission of India (“ Commission ”) received a notice under sub-section (2) of Section 6 of the Act filed by Schulke India Private Limited (“ Schulke India ”), a subsidiary of Schulke & Mayr GmbH (“ Schulke Germany / Acquirer ”)1 , seeking Commission’s approval of its acquisition of the Healthcare Antisepsis Solutions (“ HAS ”) business of Johnson & Johnson Private Limited (“ JJPL ”), a wholly owned subsidiary of Johnson & Johnson, USA (“ J&J ”). This notice (bearing combination registration no. C-2015/08/310) was filed pursuant to the execution of a Country Transfer Agreement between JJPL and Schulke India on 11.09.2015 (“ CTA ”).
- It was stated in the notice that on 25.03.2015, Schulke Germany had entered into a Global Asset Purchase Agreement (“ Global APA ”) for acquisition of the Advanced Sterilization Products (“ ASP ”) Division of Ethicon, Inc. (“ Ethicon ”), a wholly owned subsidiary of J&J. The Global APA provides for the global acquisition of the HAS business of Ethicon by Schulke Germany, in the territories of Australia, Japan, India, New Zealand and certain other jurisdictions.
Issues for consideration
3 issues framed by the court
Whether the Global Asset Purchase Agreement or the Country Transfer Agreement constituted the trigger document for filing a mandatory combination notice under Section 6(2) of the Act.
Whether a non-signatory Indian entity (JJPL) is bound by obligations in a global agreement executed by its sister company.
Whether the proposed combination attracted the De Minimis Exemption under Notification No. SO 482 (E).
Parties & counsel
- applicant
Schulke Germany
Case details
As recorded by the court registry
All orders in this case
2 orders share this CNR
- Order 1
- Order 2 — this page
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