Allowed

Tpg Asia VII Sf Pte. Ltd., Singapore

CCI3 Aug 2018C-2018/07/584

Case brief

AI extract

What is this about?

The Competition Commission of India approved the acquisition of equity shares in RR Kabel and RREL by TPG Asia VII SF Pte. Ltd. The Commission held that the combination is not likely to cause an appreciable adverse effect on competition and upheld the confidentiality of information provided.

What did the court decide?

Proposed combination approved under Section 31(1); non-compete covenant noted as not ancillary.

Tpg Asia VII Sf Pte. Ltd., Singapore — Company and Corporate | CCI (2018)

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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-2018/07/584)

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03^rd August, 2018

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Notice under Section 6 (2) of the Competition Act, 2002 filed by TPG Asia VII SF Pte. Ltd.

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CORAM:

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Mr. Sudhir Mital Chairperson Mr. Augustine Peter Member Mr. U.C. Nahta Member Mr. Justice G. P. Mittal Member

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Legal Representative: Cyril Amarchand Mangaldas

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

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On 12^th July, 2018, the Competition Commission of India (hereinafter referred to as the “ Commission ”) received a notice filed by TPG Asia VII SF Pte. Ltd. (“TPG Asia”/”Acquirer”) pursuant to execution of (i) Securities Subscription and Share Purchase Agreement, and Shareholders’ Agreement, each dated 07^th July, 2018, executed between RR Kabel Limited (“ RR Kabel ”), TPG Asia and Promotors of RR Kabel (“ RR Kabel Promotors ”), (ii) Securities Subscription Agreement, and Shareholders’ Agreement, each dated 07^th July, 2018, executed between Ram Ratna Electricals Limited (“ RREL ”), TPG Asia and Promotors of RREL (“ RREL Promotors ”).

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The proposed combination has been filed under sub-section (2) of Section 6 read with sub-section (a) of Section 5 of the Competition Act, 2002 (“ Act ”), relates to

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COMPETITION COMMISSION OF INDIA

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(Combination Registration No. C-2018/07/584)

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Fair Competition For Greater Good

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acquisition of (i) 21.01 percent shareholding in RR Kabel and (ii) 21 percent shareholding in RREL, by TPG Asia. (hereinafter, TPG Asia, RR Kabel and RREL are collectively referred to as “ Parties ”)

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TPG Asia, a private limited company, incorporated in Singapore, is an investment fund and does not have any physical presence in India. It is an affiliate of TPG Capital L.P. (“ TPG ”), a private equity firm, based in USA, manages a family of funds that invests in companies through acquisitions and corporate restructurings.

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RR Kabel, a public company, incorporated in India, is inter alia , engaged in the business of manufacturer and sale of wires and cables. It is stated that products manufactured by RR Kabel have applications in offices, retail spaces, industrial plants and residences.

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RREL, a public company incorporated in India, is inter alia , engaged in the business of manufacture and sale of consumer durables such as cooler, iron, water heater, fan, ventilation fan, decorative lights.

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It is submitted by the Acquirer that Parties do not produce/provide similar or identical or substitutable products or services and are not engaged in any activity relating to the production, supply, distribution, storage, sale and service or trade in products or provision of services which is at different stages or levels of the production chain in India. Therefore, there is no overlap between the activities of the Parties.

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Considering the facts on record, details provided in the notice given under sub-section (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 proposed combination is not likely to have an appreciable adverse 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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The Commission, further notes that the non-compete covenant, as entered amongst Parties is beyond what is necessary for the implementation of the proposed combination and therefore not ancillary.

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COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2018/07/584)

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Fair Competition For Greater Good

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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 information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

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The Secretary is directed to communicate to the Acquirer accordingly.

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Tpg Asia VII Sf Pte. Ltd., Singapore

Case brief

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Tpg Asia VII Sf Pte. Ltd., Singapore

Case brief

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