Allowed

Fil Capital Investments (Mauritius) II Limited

CCI15 Jan 2016C-2015/12/360

Case brief

AI extract

What is this about?

The Competition Commission of India approved a combination involving FIL Capital Investments acquiring a stake in Cipla Health and Cipla transferring its smoking cessation business to the subsidiary. The Commission found no appreciable adverse effect on competition.

What did the court decide?

The proposed combination is approved under Section 31(1).

Fil Capital Investments (Mauritius) II Limited — Company and Corporate | CCI (2016)

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Fair Competition For Greater Good

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COMPETITION COMMISSION OF INDIA

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(Combination Registration No. C-2015/12/360)

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15.01.2016

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Notice under sub-section (2) of Section 6 of the Competition Act, 2002 given by FIL Capital Investments (Mauritius) II Limited .

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Order under sub-section (1) of Section 31 of the Competition Act, 2002 (“Act”)

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CORAM:

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Mr. D. K. Sikri Chairperson

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Mr. S. L. Bunker Member

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Mr. Sudhir Mital Member

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Mr. Augustine Peter Member

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Mr. U. C. Nahta Member

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Mr. M.S. Sahoo Member

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Mr. G. P. Mittal Member

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Legal representative: Cyril Amarchand Mangaldas

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On 28.12.2015, the Competition Commission of India (“ Commission ”) received a notice given by FIL Capital Investments (Mauritius) II Limited (“ Acquirer ” or “ Fidelity Mauritius ”) under sub-section (2) of Section 6 of the Act pursuant to the execution of: (a) Investment Agreement (“ IA ”) entered into between the Acquirer, Cipla Limited (“ Cipla ”) and the Cipla Health Limited (“ Cipla Health ”) on 27.11.2015; and (b)

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C-2015/12/360 Page 1 of 3

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COMPETITION COMMISSION OF INDIA

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Fair Competition For Greater Good

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Agreement for Slump Sale of a Business Undertaking (“ BTA ”) entered into between Cipla and the Target on 27.12.2015.

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As per the details provided in the notice, proposed combination relates to the acquisition of 26.11 per cent shareholding of the paid-up equity share capital of the Cipla Health by Fidelity Mauritius, on a fully diluted basis, by way of subscription to fresh equity shares and compulsory convertible preference shares pursuant to the IA. Further, Cipla proposes to transfer its over-the-counter (OTC) consumer business (“ Target Business ”) to Cipla Health by way of a slump sale, pursuant to the BTA. The Target Business proposed to be transferred by Cipla to Cipla Health comprises of "Nicotex", "Nicogum" and "Cofsils" (including generic manufacturing know-how; brands and all product variants), certain product ideas under development, and contractual arrangements (including purchase, manufacturing, marketing services and distribution arrangements).

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The proposed combination falls under section 5(a) of the Act.

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As per the information provided in the notice, Fidelity Mauritius is part of the proprietary venture capital arm of FIL Limited. The Acquirer's principal business activity is to hold investments and it does not have any subsidiaries, branches or offices in India. Further, Cipla is a public limited company incorporated under the provisions of the Companies Act, 1956 and is stated to be engaged in the business of pharmaceuticals. It has been further submitted that Cipla Health has been recently incorporated as a wholly-owned subsidiary of Cipla and does not have any subsidiary.

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It has been submitted in the Notice that the Acquirer does not have any direct or indirect shareholding and/or control over enterprises, in India, that have any presence in the products comprising the Target Business or which are engaged in a vertical relationship with the products comprising the Target Business.

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Considering the facts on record and the details provided in the notice given under subsection (2) of section 6 of the Act and assessment of the proposed combination on the basis of factors stated in sub-section (4) of section 20 of the Act, the Commission is of the opinion that the proposed combination is not likely to have an appreciable adverse

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C-2015/12/360 Page 2 of 3

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COMPETITION COMMISSION OF INDIA

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Fair Competition For Greater Good

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effect on competition in India and therefore, the Commission hereby approves the same under sub-section (1) of section 31 of the Act.

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This order shall stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

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The Secretary is directed to communicate to the Acquirer accordingly.

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C-2015/12/360 Page 3 of 3

Fil Capital Investments (Mauritius) II Limited

Case brief

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Fil Capital Investments (Mauritius) II Limited

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