Phoenix Parentco, Inc.
Case brief
What is this about?
The Competition Commission of India considered a notice under Section 6(2) regarding the proposed acquisition of Parexel by Phoenix, jointly controlled by EQT and Goldman Sachs. The Commission clarified methodology for excluding intra-group turnover to test the De-Minimis threshold, found the threshold breached, analyzed market overlaps, and approved the combination under Section 31(1).
What did the court decide?
The proposed combination is approved under Section 31(1) of the Act.
What the court decided
COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2021/08/863)
25th October 2021
Notice under Section 6 (2) of the Competition Act, 2002 given by Phoenix Parentco, Inc.
CORAM:
Mr. Ashok Kumar Gupta Chairperson
Ms. Sangeeta Verma Member
Mr. Bhagwant Singh Bishnoi Member
Order under Section 31(1) of the Competition Act, 2002
- On 16th August 2021, the Competition Commission of India ( Commission ) received a notice ( Notice ) under Section 6(2) of the Competition Act, 2002 ( Act ), given by Phoenix Parentco, Inc. ( Phoenix ). The Notice was given pursuant to execution of the Interim Investors Agreement inter alia between Phoenix, EQT Investors and GS Investors on 2nd July 2021; and Agreement and Plan of Merger inter alia between Phoenix, Phoenix Merger Sub Limited and Parexel Investment Holdings, L.P on 2nd July 2021.
- The Commission vide its letters dated 26th August 2021 and 23rd September 2021, issued under Regulation 14(3) of the Competition Commission of India (Procedure in regard to transaction of business relating to combinations) Regulations, 2011, required the notifying party to remove defects in the Notice and furnish certain information relevant for the purpose of assessment of the Proposed Combination. Notifying party submitted its response vide submissions dated 10th September 2021 and 5th October 2021.
Issues for consideration
3 issues framed by the court
Whether intra-group turnover should be excluded for testing the De-Minimis exemption threshold in a combination involving a special purpose vehicle.
Whether the proposed combination by Phoenix Parentco, Inc. of Parexel International Corporation is not likely to cause an appreciable adverse effect on competition in India.
Whether the transaction breaches the INR 1000 crore threshold under the De-Minimis exemption.
Parties & counsel
- applicant
Phoenix Parentco, Inc.
- other
Parexel International Corporation
- other
Goldman Sachs
- other
EQT Fund Management S.a r.l.
Coram
Case details
As recorded by the court registry
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