1. Outotec Oyj & 2. Metso Oyj

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Competition Commission of India (Comb i nation Registration No. C-2020/03/735)

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18^th June, 2020

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Notice u/s 6 (2) of the Competition Act, 2002 given by Outotec OYJ and Metso OYJ

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CORAM:

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Mr. Ashok Kumar Gupta Chairperson

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Ms. Sangeeta Verma Member

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Mr. Bhagwant Singh Bishnoi Member

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

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INTRODUCTION

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On 12^th March, 2020, the Competition Commission of India received a notice under Section 6(2) of the Competition Act, 2002 (‘ Act ’) given by Outotec OYJ (‘ Outotec ’) and Metso OYJ (‘ Metso ’) regardi n g the acquisition of Metso’s mineral b usiness by Outotec. (Hereinafter Outotec and Metso are together referred to as ‘ Parties ’)

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PROPOSED COMBINATION

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The notice was filed pu r suant to execution of a Combination Agre e ment and a Demerger Plan by and between th e Parties on4^th July, 2019, through which O u totec will acquire the mineral business of Mets o ( Metso Minerals ).

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Competition Commission of India (Comb i nation Registration No. C-2020/03/735)

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The Proposed Combinat i on involves a partial demerger of Metso p u rsuant to the Finnish Companies Act, to the e f fect that all such assets, rights, debts, and l i abilities of Metso that relate to, or primarily s e rve, its minerals business (comprising m i ning, aggregates, and recycling businesses) w i ll be acquired by Outotec. In return for t he transfer of Metso Minerals to Outotec, the shareholders of Metso will receive newly is s ued shares in Outotec and hold the majority of the new entity’s shares (78%). Outotec’s shareholders will hold the remaining shares ( 22%). The combined entity will operate u nder the name Metso Outotec. However, Met s o’s flow control business, serving the p r ocess industries, will continue to exist indepen d ently under the name Neles.

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PARTIES TO THE COMBINATION

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Outotec is a public limit e d liability company incorporated and regist e red under the laws of Finland. Outotec compris e s of three business units:

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a) Minerals processin g – includes grinding; filters; thickeners a n d clarifiers; flotation; automation & digit a l solutions; and plant solutions.

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b) Metals refining - i n cludes hydrometallurgy; smelting; metals & chemical processing; aluminium; and en e rgy & environment.

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c) Services – includes advisory; maintenance; operations; upgr a des; remote services; training; and spare & wear parts.

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As per the information g iven in the notice, Outotec is present in I ndia in the supply of equipment for the proces s (es) of (i) Flotation, (ii) Sedimentation, (iii) F iltration, (iv) Thermal Processing i.e. Iron Ore Pelletizing (“ IOP ”), (v) Hydrometallurgy, an d (vi) Refining.

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Metso is a public limite d liability company incorporated and regist e red under the laws of Finland. Metso is compri s ed of four business units:

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a) Mining – include s crushers, screens and feeders, grinding mills, hydrocyclones, magnetic separatio n , flotation and filtration equipment, pyro processing, materials handling equipmen t , slurry pumps, spare and wear parts, and ser v ices.

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Competition Commission of India (Comb i nation Registration No. C-2020/03/735)

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b) Aggregates – inclu d es crushers, screens and feeders, portable pl a nts, Lokotracks, spare and wear parts, and services.

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c) Recycling - includ e s metal shredders and shears, stationary a n d mobile units, metal balers and briquettes, N series for the scrap industry, and services.

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d) Valves for process industries – includes valves business whi c h is not a part of the Proposed Combina t ion and will not combine with Outotec.

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As per the information given in the notice, Metso is present in I n dia in the supply of equipment for the proces s (es) of (i) Crushers, (ii) Grinding Mills, (ii i ) Magnetic Separation (iv) Flotation, (v) Filtrat i on, (vi) IOP, (vii) Slurry handling, (viii) M aterials handling, (ix) Size control, (x) Aggrega t es Capital Equipment, (xi) Recycling.

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In terms of Regulations 1 4 (3) of the Competition Commission of Indi a (Procedure in Regard to the transaction of Bus i ness relating to Combinations) Regulations , 2011 (“ Combination Regulations ”), vide emai l dated 19^th April, 2020, the Parties were req u ired to provide certain information / document(s ) . The Parties filed their response on 24^th Apr i l, 2020 (“ Response ”).

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Further, in terms of Re g ulation 19(3) of the Combination Regulati o ns read with Section 36(4) of the Act, the Co m mission also sought information inter ali a from the competitors and customers of the Par t ies vide letters dated 20^th March, 2020. Th e Commission received responses from a few of the competitors (“ Competitor Responses ”) and customers (“ Customer Responses ” ) . In terms of Regulation 19(3) of the Combi n ation Regulations, the time taken in obtaining i n formation from such enterprises, limited to a maximum period of fifteen working days, ha s also been excluded from the period provid e d in Regulation 19(1) of the Combination Regu l ations. The Commission has also excluded the time-period elapsed during which clock rema i ned suspended in view of the Order of the C ommission issued on 23^rd March, 2020 w.r.t. “Measures in view of threat of CORON A VIRUS / COVID-19 pandemic”.

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It has been stated that mi n eral processing value chain can generally b e broken down into the following stages:

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Extraction (blasting a n d drilling);

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Competition Commission of India (Comb i nation Registration No. C-2020/03/735)

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Comminution (size re d uction) – It can be further broken down into crushing and grinding;

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Beneficiation (mostly separation of value minerals from the rock and reduction of moisture content) - I t can be further broken down into diffe r ent stages, including gravimetric separatio n , flotation, leaching, magnetic separation, dewatering (typically thickening and filtrati o n), and, in certain instances, initial thermal processing steps (such as IOP);

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Pyro processing;

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Material handling.

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As per the submissions m ade in the notice filed and Response, Parties (directly or indirectly) are engaged in the manu f acturing and sale of equipment related to va r ious stages of mineral processing in India and t h e products/services offered of the Parties ex h ibit horizontal overlap in the following broad se g ments/processes/islands:

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a) Filtration: is the p rocess through which liquids are remove d from a slurry to obtain the solids in a suitable form.

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b) Flotation: is the p r ocess through which selected minerals are separated from a water-mineral mix.

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c) Iron Ore Pelletizing (‘IOP): is the process through which i ron ore fines are agglomerated into “ iron ore pellets” suitable for use in an iron- m aking furnace.

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d) Aftersales products and services: include advisory; mainte n ance; operations; upgrades; remote s e rvices; training; and spare & wear parts a n d service labour. Parties exhibit over l ap in market for aftersales products and ser v ices for Grinding, Filtration, Flotation and IOP in India.

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INVESTIGATION UNDER SECTION 29 OF THE ACT

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The Commission, in it s meeting held on 20^th May, 2020 throu g h videoconferencing, considered facts & mater i al on record, details provided in the notice, r esponses, submissions of the Parties from time t o time, Competitor Responses and Customer Responses and formed a prima facie opinion th a t the proposed combination is likely to cau s e appreciable adverse effect (“ AAEC ”) on com p etition in the segment of Iron Ore Pelletizin g (“ IOP ”) in India.

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Competition Commission of India (Comb i nation Registration No. C-2020/03/735)

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Accordingly, a show ca u se notice, in terms of sub-section (1) of S ection 29 of the Act (“ SCN ”) dated 22^nd Ma y 2020, was issued to the Parties. The P a rties were directed to respond, in writing, wit h in thirty days of the receipt of SCN, as t o why investigation in respect of the proposed c o mbination should not be conducted.

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The competition concern s raised in the SCN were primarily based o n information provided by the Parties in the notice and Customer Responses and Com p etitor Responses and information available in public domain. Accordingly, Parties were a lso informed that the proposed combination c o uld also raise competition concerns in cert a in other areas, which could be discovered lat e r during the investigation and may have a bearing on the final determination of the rele v ant market and assessment of competition th e rein.

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The response to the SCN was received on 17^th June, 2020 (“ Response to SCN ”). Along with the Response to SCN, P a rties also submitted voluntary remedies p r oposal (‘ VRP’ ) under regulation 25 (1A) of t h e Combination Regulations. Response to t h e SCN and VRP are discussed in subsequent s e ctions.

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In all other segments i. e . Filtration, Flotation and Aftersales prod u cts and services, the Commission did not find competition concerns considering the follow i ng:

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a) Either combined ma rk et share of the Parties or incremental market share was not such to raise competition co n cern; and / or

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b) Majority of Custom e r Responses and Competitor Responses i n dicated presence of a number of domestic / international competitors.

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COMPETITION ASSESSMENT FOR IOP

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Relevant Product Market

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The Parties have defined the relevant product market as the market fo r IOP equipment as a process / island. Pelletizi n g is the process through which iron ore fine s are agglomerated into “iron ore pellets” suitab l e for use in an iron-making furnace. In t e rms of the pelletizing

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Competition Commission of India (Comb i nation Registration No. C-2020/03/735)

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process, first finely gro u nd iron ore is slightly moistened and mix e d with a binder. This mixture is continuously f ed to a balling disc or drum that forms sph e res from the ore fines, called green pellets. The green pellets are screened for size and ei t her transported to the thermal processing stage or crushed and returned to the first step (if t oo large or too small). The thermal processing s tep for iron ore pellets is called Indurating. During the indurating process, the green balls are hardened by baking in an oxidizing atmosphere in a high temperature furnace. Th e indurated product is called fired pellets. T he final process steps include cooling and scre e ning for size. There are two main induratin g technologies: Straight Grate and Grate Kiln. Th e re are differences in both the technologies i n terms of consistency in product quality, cost, a f ter sales services and maintenance, running c osts and type of fuel.

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With regards to the two t e chnologies, Parties have submitted that:

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a) Customers do not d ifferentiate between the straight grate and grate kiln systems, as they ultimately sim p ly demand pellets of a certain quantity and s pecific strength.

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b) The same quality o f ore, whether charged in the straight grate o r the grate kiln system, will yield the same r esults.

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c) Both systems serv e the customer’s purpose, and it is diffic u lt to estimate which technology is prefe r red over the other.

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d) Over a period, cer t ain customers may prefer to continue with the same technology, purely as a matter of convenience.

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Globally, both Parties of f er straight grate and Metso also offers grate kiln equipment. While Metso’s product portfoli o in India, in general, is identical to its gl o bal product portfolio, Metso has not sold grate k ilns in India for many years. However, wit h respect to supply side substitutability, the Parti e s have submitted that it is not necessary to o ffer both technologies to establish a market posi t ion.

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The Parties have claim e d that the relevant product market shoul d not be further subsegmented by type or siz e or pressure etc. but rather be defined as o n e market. This is inter alia due to the reason that from the supplier’s point of view the of f ering does not change based on the scale of t h e customer. Further, within a complete se t up there are various processes involved and t hese are commonly referred to as proces s islands (referring to

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Competition Commission of India (Comb i nation Registration No. C-2020/03/735)

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various steps in a proc e ss plant and Request for Quotations ( RFQs ) floated by private enterprises are usually on a product- or even an island-wise basis).

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In view of the above a n d based on the bidding data submitted by the Parties, Customer Responses and Competit o r Responses, for the purpose of forming p r ima facie opinion, the separate process / island for IOP equipment may be considered as re l evant product market. The Commission also n oted that in a mature jurisdiction like E uropean Commission (“ EC ”)¹ , in competition assessment of other industries with similar features, EC analysed and assessed the competi t ive impact of the transaction based on separ a te markets for process islands.

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Relevant Geographic Market

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The Parties have submit t ed that majority of the equipment sold to customers in India is sourced from outside In d ia, as the Parties manufacture very less a m ount of equipment in India. Further, Parties ha v e also submitted that there are neither any t echnical or regulatory barriers between differe n t geographies nor are the transportation co s ts significant. Further, according to submissions , a local physical presence is not required to s ervice a customer. All the key players bidding i n the Indian markets are also active in oth e r global markets. It is also submitted that in all the overlapping segments, the Parties face s ignificant competitive constraints from global p l ayers and hence it has been submitted that t h e geographic market is global. However, it is ob s erved that while customers in India are acti v ely involved in buying equipment from across t h e world, operations of other global players ( who are not present in India; or do not intend or are not selling their offerings in India) may not be relevant for the purpose of the Propose d Combination from point of view of ass e ssing any appreciable adverse effects in India. T he most important element in the definition o f a geographic market is the homogeneity of c o mpetition parameters across different geo g raphical areas. In this regard, on the basis of s ubmission by the Parties, the Commissio n noted that there are significant differences in market shares of Parties and their competit o rs in different regions of the world. Thus, the conditions for competition as prevailing i n India are considered

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1Case No COMP/M.4187 - METSO / AKER KVAERNER

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Competition Commission of India (Comb i nation Registration No. C-2020/03/735)

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different from conditions prevailing in the rest of the world. Hence, t h e relevant geographic market for IOP equipme n t island may be considered as “in India”. Competition Assessment

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For market of IOP equi p ment island in India, the Parties have submitted information on estimates of the size of th i s market and of their sales and market share s as well as of their top competitors. It is submit t ed that the market share estimates relied u pon in the notice are primarily based on two d a ta sources: (i) Estimates² for sales to mining customers, and (ii) the pooled bidding data.

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In the market for IOP eq u ipment island in India, the Parties have car r ied out the assessment based on market shares i n terms of value of sales (from 2014-2019) and the estimates of Herfindahl - Hirschman I n dex ( HHI ) (based on market shares from 2 0 14-2018). The Parties have also provided poole d bidding dataset with outcome of various bi d s from 2010-2019.

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The Parties have claime d that, based on their actual sales, Outotec ’ s and Metso’s market shares are 20-25% and 1 5 -20% respectively. From the information p r ovided, it appears that the Parties are the larges t players in the market and the next player identified is VT Corp, which is a distant player with an estimated market share of only 5-10% as against the combined market share o f 35-40% of the Parties.

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The HHI Index, based o n above information on market shares com e s to [4500-4600] post combination with a delta o f [500-600].

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The Parties have further submitted that procurement of mineral pr o cessing equipment is primarily carried out thr o ugh bids/tenders. The markets for mineral processing equipment are bidding markets, in w hich several suppliers are invited to tend e r and the final bid is awarded after bilateral n e gotiations with the respective bidders. In r elation to the bidding markets, it is noted that i n addition to the market share analysis, it i s important to examine the competitive constrai n ts faced by the players at the time of s u bmission of bids. An analysis of bidding da t a may also provide valuable informatio n with regard to the

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2 Commissioned by the Parties for the purpose of the Proposed Combination

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competitive constraint ex e rted by the parties on each other. The Com m ission noted from the information provided by customers and competitors that system o f referencing works in pelletizing business also acts as barrier to entry for new players d ue to lack of proven references.

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In the pooled bidding d ataset³ , the Parties have claimed that the data suffers from the limitation of being regio n al and incomplete either due to non-partici p ation by the Parties or due to placement of bid s privately between Parties’ competitors an d customers. However, the bid data analysis ma y demonstrate willingness of suppliers to su b mit competitive bids, availability of alternate suppliers, and/or closeness of competitio n between the parties entering into the bidding p rocess. The Commission carried out bid dat a analysis involving (i) Frequency analysis, (ii) W in-loss analysis and (iii) Runner-up analysi s . In the bid market for iron-ore pelletizing equip m ent, the frequency analysis shows that the P arties have bid for the same tenders in more tha n half of the number of competitive tenders (during 2010-19). The win-loss analysis shows t hat Metso lost 5 times when Outotec participated while it did not lose even once when Ou t otec did not participate. In a similar fashio n , the number of times Outotec lost when Mets o participated is double the number of time s when Metso did not participate. Thus, the n u mber of losses for the Parties was higher when the other party participated than when th e other party did not participate. At the outset, it would be pertinent to note, that the pooled b idding data does not provide the exact po s ition of the runner-up participant while contest i ng for a bid. However, it can be observed that each of the parties were runner up signific a ntly when the other party won the bid. Fo r instance, Metso was runner up in more than h a lf the bids when Outotec won and vice-ver s a. Thus, the runner-up analysis shows that the P a rties were runner up in a sufficiently high n u mber of bids when the other Party won indicat i ng that the parties are close competitors. Thus, the two Parties appear to be close compe t itors based on all three types of bid analysis.

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Based on the bid data s u bmitted, it is further seen that, in terms o f value of Request for Proposals (RFPs), the Pa r ties together won more than 50% of the to t al bids. In [……] bids where both Metso and O u totec participated, they together won [… … .] bids, which is more than [……..]. Since the n umber of losses for both Metso and Outote c were higher when the

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3It was informed by the Parties du r ing the PFC meetings that pooled bidding data se t represents accuracy / confidence level of [……..].

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other party participated t han when the other party did not participa t e, it also leads to the conclusion that Parties p r ovide strong competitive constraints to ea c h other and are close competitors in this marke t .

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Although the Parties hav e submitted that the pooled bidding data pre s ented by the Parties is imperfect and may not p resent an accurate assessment of the Parti e s’ market position in terms of market shares, and is likely to be incomplete. Howev e r, in this regard, the Commission noted that d u ring the PFC meetings, Parties submitted t h at pooled bidding data set represents accuracy / c onfidence level of […….]⁴ .

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It is stated by the Parties that with regards to tendering by priv a te players, customers typically send requests fo r proposals to potential suppliers. There is g e nerally no open tender process whereby the re q uest for proposals would be published to the public (e.g., via a specialized magazine or t h e internet) as would be the case for public p r ocurement. It is stated that “customers typicall y purchase equipment through competitive tenders to which the Parties are not always in v ited”. Converse may also hold that in som e bids only Metso and Outotec or only one of t h em was invited. Similarly, it is stated that in some cases Parties may not be invited simp l y because the customer has historical prefe r ence for other OEMs. Again, converse may als o hold that Parties, in general, enjoy strong consumer preferences based on their past relati o nships. Further, as mentioned by the Parties that the equipment are tailored as per customers ’ requirements and not “off the shelf”, the p r ices are determined on case to case basis. Base d on non-standardized, non-transparent pricing in the market and historical relationships, t h e Parties appear to be in a position to co m mand some degree of market power viz-a-viz i t s competitors, as even in the worst case s c enario also, they have together installed [……] o f the total installed capacity for pellet produ c tion in India.

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The Commission noted that as of 2019, the total installed cap a city related to pellet production in India is ~ 90 million tonnes. The Parties have clai m ed […..] of the total capacity has been manuf a ctured/supplied by them or manufactured i n ter alia based on their licenses/drawings/patents.

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4 This was also mentioned in SCN iss u ed to Parties, but Parties have not refuted the same .

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The Commission also co n sidered the responses of Competitors and C ustomers in terms of their submissions regardi n g Entry Barriers (Technical, Regulatory et c .), position of Parties, countervailing buying po w er, possession of IPRs & drawing includi n g designs, competitive advantage etc. Following are the responses of Competitors and Custo m ers:

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a) Customers’ response - Many customers have stated that IPR s are critical for a new entrant and that n ew suppliers are rare and can enter the market only through acquisition since technology is developed through long years o f study with trial and error. There has b een no new entrant in the last 5 years which can affect the dominating positio n of the established players. These main p layers are raising the benchmark by ma k ing equipment more efficient thereby maki n g it difficult for new entrants. Outotec a nd Metso own IP for critical equipment o f indurating machine, which is critical f o r performance of the plant. Further, comp l ete critical equipment portfolio (Indurating Machine) and process technology capabi l ity creates huge entry barrier. Some res p onses also indicate that Metso and Outo t ec control significant market share in Ind i a and Proposed Combination will increase t h eir monopoly in India as there won’t be a n y company as big in size as them. Further, t h ere will not be anyone who will be havi n g equal number of mineral processing e q uipment/solutions and technology to matc h Metso-Outotec combined. It has also bee n stated in some of the responses that othe r competitors’ technologies, are normally n o t accepted / preferred by Indian Steel Ma n ufacturers.

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b) Competitor’s response -It has been inter alia stated that there i s no regulatory barrier but there exists hi g h technical and IPR entry barrier, along w ith medium financial barrier since only l a rge companies are able to get reference in s tallation. Government controlled projects r equire certain experience, technological and financial criteria to be fulfilled. Private s e ctor does not have fixed barriers outsid e of local regulation; however, they may have company-specific preferred suppliers. T here has been no new entrant in the pelle t technology in the last 20 years (except Ch i na suppliers for small size plants). This i s due to the vast technical knowhow requi r ed for such plant and experience from e x isting installation. Pelletizing plants are tec h nologically advanced and need prior kno w ledge of processing the ore and experience from reference plants.

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It has also been su b mitted that Proposed Combination of Metso and Outotec would result in significa n t global market share in Pelletizing and in terms of installed capacity; Parties ar e clear market leader in India holding substa n tial installed capacity.

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The Commission is also of the opinion that the Parties enjoy incu m bency or early-mover advantage that enables t h em to have detailed knowledge of the customers. Parties are at an advantage compared to o ther new bidders such as in responding to o ffers for renewals, in subsequent negotiations and references. In this regard, the C o mmission noted that Competitors of the Part i es have mentioned that there are barriers to entry for potential suppliers to enter pelleti z ing business due to lack of proven refere n ces or customers may have company-specific p referred suppliers. In this regard, Partie s have submitted that customers do tend to loo k for a track record when selecting an IOP su p plier and track record means a list of relativel y recent reference projects with customers. A s stated above, while Metso and Outotec have a large combined installed base in the ind u stry, established OEM suppliers such as Sinoste e l, Uralmash and Kobelco also have solid tra c k records.

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The Commission obser v es that portfolio efficiencies would pote n tially arise post the combination as a result o f Metso and Outotec being able to provide integrated solutions to customers, the only ot h er integrated player is FLSmidth. Ho w ever, in this regard, competitors have stated t hat these efficiencies may potentially be a chieved at the cost of price increase and a reduced repertoire of suppliers for customers to select from. It is to be noted that a merger of c lose competitors can generate horizontal a n ti-competitive effects, whether coordinated or n on-coordinated, if the combined entity sign i ficantly constrains the behaviour of other firms a ctive in the market.

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The Commission considered the Response to SCN given by the Parti e s and was of the view that the Proposed Combi n ation is an integration of two strong and c l ose competitors in the market for IOP equipme n t island in India and appears to:

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a) limit the number of suppliers available to customers in this mar k et in India b) reduce the intensit y of innovation in the technology for pell e tizing technology and equipment

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c) perpetuate the subs t antial market position of the Parties in the market; and reduce or eliminate the competitive pressure that would prevail in the a b sence of the Proposed Combination

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d) reduce the extent o f countervailing bargaining power that the customers enjoy on account of the com p etition exerted by independent presence of M etso and Outotec

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e) increase the cost o f the entrants and rivals to compete and inc r ease their presence in the market given t h at there is no likeliness of a timely and suf f icient entry that could act as a competitiv e constraint to the combined entity

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f) result in creation o f a strong integrated player

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VOLUNTARY REMEDY PROPOSAL TO ADDRESS THE AAEC CONCERN(‘VRP’)

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In response to the SC N , the Parties have submitted voluntary r e medy proposal under Regulation 25 (1A) of th e Combination Regulations.

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The Commission notes t h at the VRP submitted effectively eliminat e s the overlap between the Parties in the IOP s e gment in India and would effectively transfer Metso Minerals’s Indian Straight Grate (SG) IOP capital equipment business to a s u itable buyer, thereby preserving the competi t ion. Thus, the Commission considers s u ch divestment to be proportional to address the competition concerns that would resu l t otherwise from the Proposed Combination. (Hereinafter, ‘Indian SG IOP capital eq u ipment business’ and ‘Indian Divestment Busi n ess’ is used interchangeably)

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The divestment of In d ian SG IOP capital equipment busines s essentially involves transferring a right to f ully use and exploit the SG IOP capital equipment drawings, including the related regi s tered IP by way of an exclusive and irrevocable license, subject to a lump sum upfront pay m ent and no ongoing royalties. VRP will all o w the emergence of a new competitor, thus res o lving any concerns whatsoever in relation to this segment.

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The corresponding trans f er agreement would provide the potential d i vestiture buyer all the rights that it needs, th e divestiture buyer would be able to m a nufacture / outsource

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manufacturing of the ide n tified IOP equipment and exert competitive p ressure on the merged entity.

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The proposed VRP Pac k age is intended to provide all the releva n t and key know-how required by the potential d ivestiture buyer. The VRP package compri s es all that is needed to replicate Metso Minerals ’ s SG IOP products sold in India, namely: (i ) Metso Minerals’s SG IOP capital equipment (o f various capacities); and (ii) Metso Mineral s ’s SG IOP spare parts, including but not limited to grate cars, castings, shafts, bearings, and r ollers. The divestiture will consist of an effecti v e transfer of Metso Minerals’s SG IOP busi n ess in India by way of an exclusive and irrevoca b le license of the technology in India, which shall include:

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a. A copy of, an d exclusive license to SG IOP capital equ i pment technology, know-how, dr a wings, designs⁵ and records for all the IOP projects of various capacities (wh a tever is available) installed in India;

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b. All related regi s tered patents / IPRs

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c. A copy of a lis t of approved key component suppliers

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d. Access to the related know-how by transferring copie s of the pertinent documentation

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e. Providing, to t h e best of the Parties’ abilities, transitional e ngineering support services for a period as agreed with the Divestiture Buyer (as per its requirements) i n detail. The Parties will specify this part i cular aspect in its confidential i n formation memorandum (CIM) or other similar documents inviting suitab l e bidders for transferring Metso Mineral s ʼs Indian SG IOP capital equipm e nt business.

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f. Freedom to th e Divestiture Buyer to state that it has acqu i red the technology from Metso M inerals, on its website and while bidding for the projects in India.

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g. Freedom to th e Divestiture Buyer to carry out his own R& D in relation to the technology acq u ired from Metso Minerals.

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5 In relation to drawings and design s , the Parties will provide hard copies and in the e lectronic format as is available with them.

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h. At the option o f the potential Divestiture Buyer, the Parties will provide details of their appro v ed supplier base, which the potential Di v estiture Buyer can utilize to fabricate various components.

¶135

i. In relation to R &D conducted by Metso Minerals, provide all R&D (as on the date of Commi s sion’s Order) in relation to SG IOP plants a n d technology.

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j. If needed and fe asible, information on recent customer cont a cts.

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k. At the option o f the potential Divestiture Buyer, as per its r e quirements (for the period as agre e d with the Divestiture Buyer), to obtain s upport that it may require to exe c ute projects with the transferred technolog y . The Parties will specify this pa r ticular aspect in its CIM or other similar d ocuments inviting suitable bidders for transferring Metso Minerals’ SG IO P capital equipment business.

¶138

l. Parties to of f er engineering support themselves, subj e ct to appropriate confidentiality arrangements or alternatively Metso Miner a ls will provide the contact details of an ex-employee with in-depth knowled g e of the business, who retired fr o m Metso Minerals in 2018, and who cur r ently works as an independent c o nsultant to Metso Minerals. Minerals wi l l ensure that this consultant is in no way restricted from working with the Di v estiture Buyer.

¶139

Other relevant details of t h e VRP are given in Annexure-A to this Ord e r.

¶140

The Divestiture Buyer w ould be allowed to fully exploit the drawi n gs, registered IP, and copies of the documents for capital equipment and aftermarket sale s within India, but not outside India. However, following the completion of [........] fro m the closing of the technology transfer, the D ivestiture Buyer will be free to operate, usi n g Metso Minerals SG technology, outside Indi a as well. It is further noted that during the [ . .......], Metso Minerals will not license its SG technology to anyone else either directly or ind i rectly for servicing the Indian market. However, after the completion of the [........], Metso O utotec will be free to use its technology in Indi a , and will be free to license the same to any o ther legal entity.

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It is noted that whilst Me t so Minerals has Grate Kiln technology, Outotec does not (so there is no overlap).It has not b een used and deployed by Metso Minerals i n India for many years. In this regard, as a part o f the VRP, Parties have submitted that si m ilar to the transitional support solution, the Par t ies and the proposed Divestiture Buyer will mutually agree, if any restrictions (and the dur a tion of such restrictions) on marketing of t h is technology in India are required to be imp o sed on Parties / Metso Minerals. The Pa r ties will specify this particular aspect in its CIM or other similar documents invitin g suitable bidders for transferring Metso Mine r als’ Indian SG IOP capital equipment bus i ness. The Parties will specify that they are willing to restrict the marketing/licensing/s a le of the Grate Kiln technology in India for a given period based on mutual agreeme n t with the Divestiture Buyer, if so desired by it in the CIM or other similar documents invit i ng suitable bidders for the transferring Metso M i nerals’ Indian SG IOP capital equipment bu s iness.

¶144

Preservation of Economic Viability, Marketability and Competitiveness

¶145

Until the Divestiture of Indian Divestment Business to an approved p urchaser is complete, the Parties shall take su c h steps as are necessary to maintain viabi l ity, marketability and competitiveness of the Metso Minerals’ Indian SG IOP capital equipment business, minimize the loss of co m petitive potential of SG IOP capital equip m ent business and shall prevent the destruction, deterioration, transfer (including creatio n of encumbrance) or impairment of the Draw i ng, designs, patents (IPR), know-how, do c umentation and R&D related to the SG IOP c a pital equipment business (As stated above in paras 37-42 of this Order).

¶146

Until the Divestiture of Indian Divestment Business to an approved p urchaser is complete, the Parties shall use thei r best efforts to preserve the existing relati o nships with suppliers, vendors, customers, agen c ies, and other Third Parties having busines s related to the SG IOP capital equipment busine s s.

¶147

In circumstances, when a n employee of the Parties terminates his o r her employment with the Parties, because of t h e reason of accepting employment with th e Approved Purchaser, the Parties shall remove a ny impediments that may deter him/her including, but not limited

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to any non-compete or c o nfidentiality provision of the employment o r other contracts with the employee that woul d affect the ability of the employee(s) to be employed by the Approved Purchaser.

¶151

Monitoring Agency:

¶152

The Commission shall ap p oint an independent agency as Monitoring A gency for the purpose of, inter-alia , supervisi o n of the VRP proposed by the Parties and accepted by the Commission.

¶153

The Monitoring Agenc y , under Regulation 27 of the Combinat i on Regulations, shall undertake such functions as may be directed by the Commission, which shall include, interalia , the following functi o ns:

¶154

a. Overseeing and en s uring viability & marketability and monito r ing compliance by the Parties with the modification to the combination provided in the Order.

¶155

b. Take reasonable ef f orts to ensure that all the know-how, IPRs , drawings, designs and documents rel a ted to the SG IOP capital equipment business (In hard and electronic form) a re identified and forms part of the transaction documents including but not limited to license agreement, Sale & P u rchase Agreement (including any anci l lary agreement);

¶156

c. Propose to Parties s uch measures as the Monitoring Agency co n siders necessary to ensure Parties’ com p liance with the Order;

¶157

d. Review and assess potential purchasers as well as the progres s of the Divestiture process and verify t h at at each stage of the Divestiture process, p otential purchasers receive sufficient information relating to the Indian Dives t ment Business in particular by revie w ing the relevant documentation, informatio n memorandum and due diligence process and that the potential purchasers are granted reasonable access to the perso n nel;

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e. Act as a contact p oint for any requests by third parties, in p articular potential purchasers, in relati o n to the Order;

¶161

f. Submit to the Com m ission a written report within ten days aft e r the end of every month, which sha l l cover the progress of the Divestiture p rocess as well as potential purchaser s . A non-confidential copy of the said report will be provided to the Parties;

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g. The Monitoring A g ency shall report immediately in writing to the Commission of any failure on part o f the Parties to comply with the Order;

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h. Submit to the Co m mission a written report containing its r e commendations as regards (i) the suit a bility of the purchaser proposed by the Part i es; (ii) whether the Divestiture is being carried in accordance with the Order; and

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i. Assume the other functions assigned to the Monitoring A gency under the Monitoring Agenc y Agreement.

¶165

A copy of the Monitorin g Agency Agreement shall be provided to th e Parties and they shall use their best efforts to f acilitate the Monitoring Agency in perfor m ance of its duties and obligations provided in t he Monitoring Agency Agreement. Any fa i lure by the Parties in such facilitation may be d eemed to be a contravention of the Order.

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Divestiture Agency:

¶167

In the event, the Parties a re unable to complete the implementation o f the VRP within the timeframe⁶ of First Dive s titure Period, the Commission may appoint a Divestiture Trustee / Agency to supervise and i mplement the VRP.

¶168

6 Please refer Annexure A.

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Upon receipt of the not i ce of the Commission regarding the appo i ntment of Divestiture Agency, the Parties mu s t, within the period prescribed by the C o mmission, execute a comprehensive power of attorney in favour of the Divestiture Agenc y to effect the VRP and all actions and declaratio n s which the Divestiture Agency considers n e cessary or appropriate for achieving the sale o f Indian Divestment Business, including the power to appoint advisors to assist with th e sale process.

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During this Divestiture P eriod, the Divestiture Agency shall have th e sole authority to sell the SG IOP capital equi p ment business at no minimum price to a n Approved Purchaser. Further, Divestiture Age n cy shall have the discretion as to the mann e r in which it sells the Indian Divestment Busin e ss. Upon request of the Divestiture Agency, the Parties shall cause the documents required f o r effecting the divestiture / sale and the Clos i ng to be executed.

¶173

The Divestiture Agency s hall include in the Transaction documents in c luding but not limited to license agreement, sal e & purchase agreement, or any other arra n gement, (as well as in any ancillary agreements) (a) such terms and conditions as it consi d ers appropriate for an expedient divestiture i n the Second Divestiture Period; and (b) such customary representations and warr a nties and indemnities as are reasonably requ i red to affect the sale.

¶174

The Divestiture Agency shall protect the legitimate commercial i n terests of the Parties, subject to the Parties’ un c onditional obligation to divest at no minim u m price in the Second Divestiture Period.

¶175

The Divestiture shall n o t be effected by the Divestiture Agency unless and until the Commission has approved the terms of Transaction Documents inclu d ing but not limited to license agreement, sale & purchase agreement (including any ancill a ry agreement) and the purchaser proposed by th e Divestiture Agency.

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If the Monitoring Agen c y and the Divestiture Agency are not the same legal or natural persons, the Monitoring A gency and the Divestiture Agency shall co o perate with each other to facilitate each other’s t a sks.

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A copy of the Divestitur e Agency Agreement shall be provided to th e Parties and they shall use their best efforts to f acilitate the Divestiture Agency in perfor m ance of its duties and obligations provided in t he Divestiture Agency Agreement. Any fa i lure by the Parties in such facilitation may be d eemed to be a contravention of the Order.

¶180

During the Second Dives t iture Period, the Divestiture Agency shall p r ovide the Commission with a comprehensive m onthly (or otherwise at the Commission’s request) report on the progress of the Divestitu r e process. The monthly reports shall be submitted within ten days after the end of every mo n th with a simultaneous copy to the Monitor i ng Agency and a nonconfidential copy to the P arties.

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Duties and obligations of the Parties:

¶182

The Parties shall provid e and shall cause their advisors to provide t h e Monitoring Agency and Divestiture Agenc y with such co-operation, assistance an d information as the Monitoring Agency and/ o r Divestiture Agency may reasonably req u ire for performing its tasks. The Monitoring A g ency and Divestiture Agency shall have fu l l and complete access to any of the SG IOP cap i tal equipment business, books, records, doc u ments, management or other personnel, facilitie s , sites and technical information necessary for fulfilling its duties under the Order. The Pa r ties shall provide the Monitoring Agency a n d Divestiture Agency upon request with copi e s of any document required by the Mon i toring Agency or the Divestiture Agency, as t h e case may be. The Parties shall make available to the Monitoring Agency and Divestiture A gency one or more offices on their premises .

¶183

The Parties shall provide the Monitoring Agency with the administrative support that it may reasonably request in rel a tion to its duties under the Order for the di v estment of the Indian Divestment Business. T h e Parties shall provide and shall cause its a dvisors to provide the Monitoring Agency, on r equest, with the information submitted to p o tential purchasers, for reviewing the relevant d o cumentation, information memorandum an d due diligence process in particular give the Mo n itoring Agency access to all other information granted to potential purchasers in the due dil i gence procedure. The Parties shall inform t h e Monitoring Agency on potential purchasers, s ubmit lists of all potential purchasers at eac h stage of the selection

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process, including the o f fers made by potential purchasers at thos e stages, and keep the Monitoring Agency infor m ed of all developments in the Divestiture p r ocess.

¶187

The Parties shall inde m nify the Monitoring Agency, its emplo y ees and agents and Divestiture Agency and its employees and agents (each an “ Indemnified Party ”) and hold each Indemnified Part y harmless against any liabilities arising directly out of the performance of the Mon i toring Agency’s duties under the Order, e x cept to the extent that such liabilities result fro m the wilful default, recklessness, gross neg l igence or bad faith of the Indemnified Party.

¶188

The Commission may s h are confidential information of the Parties and the Divestment Business with the Monit o ring Agency and Divestiture Agency (as the case may be), without seeking any approval fro m the Parties.

¶189

The Parties shall secure a ll consents and waivers from all Third Parti e s that may be required by the Approved Purchaser in relation to the SG IOP capital equipment business well in advance of divestiture o f Indian Divestment Business. Provided, ho w ever, that the Parties may satisfy this requirem e nt by certifying that the Approved Purchas e r has, to the Approved Purchaser’s satisfaction, either (i) executed such agreements dire c tly with each of the relevant Third Parties, o r (ii) secured a similar contract with si m ilar terms from the customers or from suppli e r(s) supplying such product or service.

¶190

The Commission may, a t any time, request information from the Pa r ties that is reasonably necessary for the effectiv e implementation of the Order.

¶191

The Parties shall notify t h e Commission at least thirty days prior to a n y proposed change in the corporate structure o f the Parties that may adversely affect the co m pliance obligations of the Parties.

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Purchaser Requirements:

¶193

The purchaser proposed b y the Parties, in order to be approved by t h e Commission, must, fulfil inter alia the follo w ing criteria:

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i. Be independent of a nd with no connection whatsoever with t he Parties or their Affiliates;

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ii. Not be either a pas t or present employee or director (or spou s e or child of such employee or director )

¶198

iii. Have the financial r e sources, expertise and incentive to mainta i n and develop the Divestment Busines s as a viable and active competitor to the Pa r ties in the relevant market;

¶199

iv. Not have any struct u ral or financial links (whether directly or i n directly) with any manufacturer in the relevant market; and

¶200

v. Be neither likely t o create, in the light of the informatio n available to the Commission prima facie competition concerns, nor give rise to a risk that the implementation of t h e Order will be delayed, and must, in parti c ular, reasonably be expected to obtain all necessary approvals from the relevant re g ulatory authorities for the acquisition a n d operation of the Divestment Business.

¶201

(The aforementioned cri t eria for the purchaser hereafter referred to as the “ Purchaser

¶202

Requirements ”).

¶203

Approval of Transaction Documents and Purchaser:

¶204

The final binding Transa c tion documents including but not limited to l icense agreement, sale &purchase agreement ( a s well as ancillary agreements including t ransitional / technical support agreement(s)), relating to the Divestiture of the Divestm e nt Business shall be conditional on the Com m ission’s approval. Within the timelines giv e n in the Annexure A, the Parties shall submit a fully documented and reasoned proposal, i n cluding a copy of the final agreement(s), to the Commission and the Monitoring Agency. T h e Parties must be able to demonstrate to the C o mmission that the purchaser proposed by the Parties, fulfils the Purchaser Requirements and that the Divestment Business is being divested in a manner consistent with the Order .

¶205

The Commission may a p prove the Divestiture of the Divestment B u siness without one or more Assets, or by subst i tuting one or more Assets or Personnel wit h one or more different

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assets, if this does not a f fect the viability and competitiveness of th e Divestment Business after the Divestiture, taki n g account of the requirement of the Approv e d Purchaser.

¶209

Due diligence:

¶210

In order to enable potent i al purchasers to carry out a reasonable due d iligence of the Indian Divestment Business, th e Parties shall, subject to customary confide n tiality assurances and depending on the stage of the Divestiture process provide to potenti a l purchasers sufficient information as regards t h e Divestment Business; and allow them re a sonable access to the Key Personnel and Perso n nel.

¶211

Nodal Officer:

¶212

Within 15 days, followin g the receipt of this order, the parties will a p point an officer of the company who will act as single point of contact ( Nodal Officer ) to supervise the implementation of the proposed remedy. The Nodal Officer s hall ensure that the Commission is kept ful l y informed about the process and progre s s made in relation to implementation of the V R P until the Monitoring Agency is appointe d . After the selection of Monitoring Agency, No d al officer shall inform about the progres s made in relation to implementation of the V R P to the Monitoring Agency only.

¶213

The Parties shall provid e the Commission with a monthly written r e port on the status and progress of Divestment T ransaction. The period during which Mo n itoring Agency is not selected; Parties shall s u bmit the monthly reports by the 10^th day o f every month to the Commission until such ti m e the proposed remedy is not implemente d . After the selection of Monitoring Agency, the N odal officer shall inform about the progr e ss made in relation to implementation of the V R P to the Monitoring Agency only.

¶214

All Appendices, Annexu r es and Schedules annexed to the Order sha l l form an integral part of the Order.

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Considering the materia l on record including the details provided in the Notice and the assessment of the Propos e d Combination based on the factors stated i n Section 20(4) of the Act after taking in ac c ount the voluntary commitments offere d by the Parties, the Commission is of the o pinion that the proposed combination is n ot likely to have an appreciable adverse effe c t on competition in India and therefore, t h e Commission hereby approves the same under sub-section (1) of Section 31 of the Act su b ject to compliance of VRP.

¶218

In case the Parties fail t o comply with the VRP, as given in the O r der, Annexure A and Schedule I to this Orde r , the Proposed Combination would be d e emed to have caused appreciable adverse effe c t on competition in India and the concern e d Parties shall render themselves liable for bei n g proceeded under the relevant provisions o f the Act.

¶219

In carrying out the afore s aid VRP, the Parties shall comply with the provisions of the Act, the Combination Regu l ations and the Competition Commissio n of India (General Regulations), 2009.

¶220

This order shall stand r e voked if, at any time, the information pro v ided by the Parties is found to be incorrect.

¶221

The information provide d by the Parties is confidential at this stage i n terms of and subject to provisions of Section 57 of the Act.

¶222

The Secretary is directed t o communicate to the Parties accordingly.

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ANNEXURE A

¶226

Details of Voluntary Remedy Proposal (‘VRP’)

¶227

I. Engineering Package

¶228

1. The Divestiture Package w i ll consist of an effective transfer of Metso M inerals’s SG IOP business in India by way o f an exclusive license to the pertinent tec h nology along with relevant intellectual prope r ty and documentation, such as details of sizing procedures, relevant suppliers, relevant consultants and engineers, material testing facilities, etc . The Divestiture Buyer will als o receive a list of documents, which will i nclude proprietary drawings, specifications, st a ndards, etc., i.e ., mechanical, electrical, hy d raulic, and process drawings developed by M e tso Minerals personnel in the normal course of business. This list would include both th e documents that are submitted to custom e rs for assembly & maintenance, and the prop r ietary IP that is used by Metso Minerals t o manufacture the equipment deliverables.

¶229

1. The Divestiture Buyer will receive the following, to enable it to effecti v ely compete in the IOP market (subject where r elevant to third party, in particular customer s , consent):

¶230

a. List of all relevant Indian contracts since 2012 (all drawings prio r to 2012, whatever is available with Metso M inerals, will also be provided);

¶231

b. Copies of and a lice n se to all the drawings for the plants since 2012 (all drawings prior to 2012, whatever is available with Metso Minerals, will also b e provided);

¶232

c. A copy of (and li c ense to) the typical list of documents (i n cluding details of drawings, specification s , standards, etc.) for Metso equipment. Thi s list would include

¶233

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both the documents tha t are submitted to customers for assembly & maintenance, and the proprietary IP tha t is used by Metso Minerals to manufact u re the equipment deliverables. The Divestiture Buyer will be free to use the pro p rietary intellectual property for use in In d ia. However, following the completion o f [………] of the technology transfer, the Divestiture Buyer will be free to bid for pr o jects outside India using Metso Minerals’s technology;

¶236

d. Details of sizing procedures including calculations sheets;

¶237

e. Names and addresses of material testing facilities;

¶238

f. Reference request for quotations, test reports, and other relevant d ocuments from/for testing facilities;

¶239

g. Names and contact information for the consultants for proces s engineering, field services, etc. Metso M inerals will use all reasonable endea v ours to facilitate consultancy arrangeme n ts between the consultants and the Divestitu r e Buyer.

¶240

h. Names and contact i n formation for suppliers;

¶241

i. Reference proposal/bid documentation;

¶242

j. Reference project sch e dules;

¶243

k. Reference project reporting;

¶244

l. Reference procureme n t contracts;

¶245

m. Reference Inspect i on Test Plan’s and inspection reports for manufactured components;

¶246

n. Reference packing li s ts;

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o. Reference Installatio n , Operation, & Maintenance manuals, field inspection reports, alignment forms, inspe c tion checklists, commissioning checklists, et c .;

¶250

and

¶251

p. Reference internal pr o ject management reports including project f i nancial analysis.

¶252

1. The divestiture buyer will receive a license to Metso Minerals’ SG I O P patents/IP rights for use in India only, as se t out below:

¶253

IP Type	Country	Case Status MCTP-	Earliest Priority Date 0155 Exten	Application No. ded life Traveli	Registration Date ng Grate Side P	Regist No. late ration	Expiration Date
Patent	United States	Registered	2000- 03-23	US 09803784	2002-07-02	US 64124 29	2021-03- 12
Patent	Chile	Registered	2000- 03-23	CL 66112001	2006-12-06	43018	2021-12- 06
		MCTP-0	381 Refrac	tory Based Side	wall Member F	or Pallet Car
Patent	United States	Registered	2016- 05-03	15/145,038	2019-09-16	10,415 ,885	2036-05- 02
Patent	PCT	Pending	2016- 05-03	PCT/US2017 /028804
Patent	Brazil	Pending	2016- 05-03	BR 11 2018 072332 0
Patent	Canada	Pending	2016- 05-03	3,020,989
Patent	India	Pending	2016- 05-03	2018170381 60

¶254

1. The Parties shall license p a tents and related registered IPR held by M e tso only in relation to SG pelletizing technolo g y, which may also be verified by the Divestiture Buyer.

¶255

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II. Divestiture Timeline

¶258

1. First Divestiture Period: The parties will carry out the divestiture a s per VRP and in compliance of the require m ents of the Order, within [……] from th e date of receipt of Order (or such extended p e riod as may be agreed by the Commission). During this period, the parties will be require d to complete the following::

¶259

a. Identifying the potentia l Divestiture Buyer;

¶260

b.Negotiating the transfer a greement and the terms thereof (in complia n ce to the requirement of the Orde r );

¶261

c. Closing of the transfer a r rangement

¶262

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Schedule I

¶265

Glossary of Terms used in the Modification to the Proposed Combination

¶266

Term	Def inition
Approved Purchaser	The Me acc entity approved by the Commission asa tso Minerals’ Indian SG IOP capital equipm ordance with the criteria set out in Para67 of cquirer of the ent business in the Order
Closing	The Bus transfer of the legal title of the India iness to the Approved Purchaser. n Divestment
Closing of the Proposed Transaction	Any app time but not later than one year after th roves the Proposed Transaction. e Commission
Confidential Information	Any any Ind dom business secrets, know-how, commerciali other Information of a proprietary nature ian Divestment Business that is not avail ain. nformation, or relating to the able in public
Divestiture Buyer	The the rela bus entity approved by the Commission as th Engineering Package (given in AnnexureA tion to Metso Minerals’ Indian SG IOP cap iness. e purchaser of and Order) in ital equipment
Divestiture Buyer Requirements	As given in Para 67 of the Order.
Divestment Transaction	The the rela app transaction by way of which Metso Minera Engineering Package (given in Annexure A ting to Metso Minerals’ Indian Divestment roved Divestiture Buyer. ls will transfer and the Order) Business to an
Engineering Package	The Rem whi incl (a) Engineering Package as described in edy Proposal (Given in Annexure A an ch is limited to India. The Engineering Pac ude: any manufacturing facilities of the Parties, ei the Voluntary d the Order), kage shall not ther in India or

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	glob (b) oft out ally; the right to exploit the drawings, registered he documents for capital equipment and aft side India for a period of [………..];; IP, and copies ermarket sales
	(c) kno cur Me (d) (e) and (f)E intellectual property (including drawi whow, patents,etc.) which does not con rent operations and/or is not necessary tso’s Indian Indian Divestment Business; any rights to brands either in India or globall Sales offices or other physical plants of Mets mployees of Metso and Outotec. ngs, designs, tribute to the or relevant to y; o and Outotec;
Effective Date	The Com date of the receipt of the conditional approv mission under Section 31 of the Competitio al order of the n Act.
Timing	Fir the Min from agr Sec Firs Dat Com st Divestiture Period:The Parties are requir transfer of the Engineering Package rela erals’ Indian Divestment Business withi the Effective Date (or such extended per eed by the Commission). ond Divestiture Period:The period from t Divestiture Period i.e. [………….] from e (or such extended period as may be mission) until the sale of the Indian Divestm ed to complete ting to Metso n[…………. ] iod as may be the end of the the Effective agreed by the ent Business.
Monthly Reporting	The wri Tra 10^t^h Parties shall provide the Commissionw tten report⁷on the status and progress nsaction. The monthly reports shall be sub day of every month until such time the prop ith a monthly of Divestment mitted by the osed remedy is

¶270

7 Please refer Para 68 of the Order.

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	not implemented.
Monitoring Agency	One Par dut Mo Age or more natural or legal person(s), indepe ties, who is appointed by the Commission,a y to monitor the Parties’ compliance oft nitoring Agency may be appointed ast ncy by the Commission. ndent from the nd who has the he Order. The he Divestiture
Monitoring Agency	The agreement executed by and between the C ommission and
Agreement	the com Ord Monitoring Agency regarding them pliance of the VRP to the combination asp er. onitoring of rovided in the
Nodal Officer	Me sale Bus sing VR ans an individual with experience in the s, marketing, or financial operations oft iness, who is nominated / appointed by theP le point of contact to supervise the implem P till the Closing Date. management, he Divestment arties to act as entation of the
Order	Fin com Act al order of the Commission approving bination under the relevant provisions of Se . the proposed ction 31 of the
Parties	Out Min otec Oyj and the minerals business of Met erals) (collectively). so Oyj (Metso
Third Party(ies)	Any entity other than the Parties and the Approv ed Purchaser.
Transaction Document	Any agr betw bee agreement (s) (including but not limi eement or other ancillary documents, ent een Parties and proposed Divestiture buy n duly approved by the Commission. ted to license ered into and er), which has
Transitional Support Agreement	The Me sup as imp agreement that will be entered into and be tso Minerals and the Divestiture Buyer,f port and services that will be provided byM may be required by the Divestiture Buyer lement the Divestment Transaction. tween Parties / or transitional etso Minerals to effectively
Voluntary Remedy Proposal	Vol add untary remedy offered by the Parties on 17^t ress the Commission’s_prima facie_concerns hJune 2020, to with regard to

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Competition Commission of India (Comb i nation Registration No. C-2020/03/735)

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the IOP segment.

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1. Outotec Oyj & 2. Metso Oyj

Case brief

What is this about?

What did the court decide?

1. Outotec Oyj & 2. Metso Oyj

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

All orders in this case

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