South Elm Investments B.V.
Case brief
What is this about?
The Competition Commission of India examined a notice regarding the proposed share acquisition and combination of South Elm Investments B.V. and Micro Life Sciences Private Limited. The Commission approved the combination under Section 31(1), finding no likely adverse effect on competition due to insignificant business overlap.
What did the court decide?
The Proposed Combination is approved under Section 31(1) 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.
COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2022/02/908)
15th March, 2022
Notice under Section 6(2) of the Competition Act, 2002, filed by South Elm Investments B.V.
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 15th February 2022, the Competition Commission of India ( Commission ) received a notice under Section 6(2) of the Competition Act, 2002 ( Act ) filed by South Elm Investments B.V. ( Acquirer ) regarding its proposed acquisition of shareholding in Micro Life Sciences Private Limited ( Target ). The concerned parties have entered into a share subscription agreement and a shareholders agreement ( SHA ), both executed on 28th January, 2022, in relation to the Proposed Combination.
- The Proposed Combination envisages subscription by the Acquirer to 4,01,142 equity shares and 1,71,919 compulsorily convertible preference shares of the Target. Depending on the terms of conversion of compulsorily convertible preference shares, the said acquisition would constitute 11.646% or 13.099% of the equity share capital of the Target on a fully-diluted basis. In terms of the SHA, the Acquirer would inter alia have the right to nominate a director on the board of Target, representation in the shareholder meetings of the Target as well as the right to veto certain corporate actions
Issues for consideration
1 issue framed by the court
Whether the proposed acquisition of shareholding by South Elm Investments B.V. in Micro Life Sciences Private Limited is not likely to have any appreciable adverse effect on competition in India.
Parties & counsel
- petitioner
Competition Commission of India
- respondent
South Elm Investments B.V.
Coram
Ashok Kumar Gupta
Case details
As recorded by the court registry
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