(i) Bandhan Financial Holdings Limited. (ii) Lathe Investment Pte. Ltd. (iii) Tangerine Investments Limited. (iv) Infinity Partners.

CCI1 Aug 2022C-2022/05/928

Case brief

AI extract

What is this about?

The Competition Commission of India approved a proposed combination where a consortium acquired stakes in IDFC AMC and IDFC Trustee. Finding no appreciable adverse effect on competition due to vertical interface and existing market players, the Commission issued an order under Section 31(1) approving the transaction.

What did the court decide?

Approval of the proposed combination under Section 31(1) of the Act.

(i) Bandhan Financial Holdings Limited. (ii) Lathe Investment… — Company and Corporate | CCI (2022)

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COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2022/05/928)

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1^st August 2022

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Notice under Section 6(2) of the Competition Act, 2002 jointly given by Bandhan Financial Holdings Limited, Lathe Investment Pte. Ltd., Tangerine Investments Limited and Infinity Partners

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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

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On 13^th May 2022, the Competition Commission of India ( Commission ) received a notice ( Notice ) under Section 6(2) of the Competition Act, 2002 ( Act ), jointly given by Bandhan Financial Holdings Limited ( BFHL ), Lathe Investment Pte. Ltd. ( GIC Investor ), Tangerine Investments Limited ( CC Entity 1 ) and Infinity Partners ( CC Entity 2 ). Hereinafter, CC Entity 1 and CC Entity 2 are collectively referred to as CC Entities. The Notice was given pursuant to the execution of the Share Purchase Agreement between IDFC Limited, IDFC Financial Holding Company Limited, IDFC Asset Management Company Limited ( IDFC AMC ), BFHL, GIC Investor and CC Entities on 6^th April 2022 ( IDFC AMC SPA ); Share Purchase Agreement between IDFC Financial Holding Company Limited, IDFC AMC Trustee Company Limited ( IDFC Trustee ), BFHL, GIC Investor and CC Entities on 6^th April 2022 ( IDFC Trustee SPA ); and Shareholders Agreement between BFHL, GIC Investor and CC Entities on 6^th April 2022 ( SHA ).

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The Commission, vide its communication dated 26^th May 2022 and 24^th June 2022, 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(ies) to remove defects in the Notice and furnish certain information relevant for the purpose of assessment of the Proposed Combination. Notifying party(ies)

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Page 1 of 4

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(Combination Registration No. C-2022/05/928)

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furnished their submissions vide response dated 16^th June 2022 and 12^th July 2022.

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The Proposed Combination envisages acquisition of 99.96% stake in IDFC AMC and 100% stake in IDFC Trustee (collectively, Target Entities ) by a consortium comprising BFHL, GIC Investor and CC Entities. The Proposed Combination will be effected through the following interconnected acquisitions:

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BFHL will acquire ~60% stake in the Target Entities;

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GIC Investor will acquire ~20% stake in the Target Entities; and

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CC Entities will collectively acquire ~20% stake in the Target Entities.

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BFHL, a part of the Bandhan group, is a wholly owned subsidiary of Bandhan Financial Services Limited ( BFSL ). BFHL is registered with the Reserve Bank of India ( RBI) as a non-deposit accepting and systemically important Non-Banking Financial Company. Presently, BFHL holds approximately 40% stake in Bandhan Bank.

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GIC Investor, a special purpose vehicle, is wholly owned by GIC (Ventures) Private Limited ( GIC Ventures ). GIC Investor is part of a group of investment holding companies managed by GIC Special Investments Private Limited ( GICSI ). GICSI is wholly owned by GIC Private Limited ( GIC ). GICSI was set up as the private equity and infrastructure investment arm of GIC. Both GIC Ventures and GIC are wholly owned by the Minister for Finance, Singapore.

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CC Entity 1 is an investment company from Mauritius. It is wholly owned by ChrysCapital IX, LLC ( ChrysCapital IX ). ChrysCapital IX is a private equity fund set up by the ChrysCapital group ( ChrysCapital ). ChrysCapital IX is managed by Corpus Management Company IX, LLC. The ChrysCapital group, established in 1999, is a private equity group. ChrysCapital IX, LLC is the ninth fund of the ChrysCapital group. CC Entity 2 is a partnership firm. The key partners of CC Entity 2 are the partners and employees of ChrysCapital Advisors, LLP, the advisor to ChrysCapital IX. Key partners of CC Entity 2 are allowed to take all decisions pertaining to CC Entity 2 as per its partnership agreement.

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IDFC AMC acts as the asset management company to IDFC Mutual Fund ( IDMF ). IDMF operates 45 mutual fund schemes in equity, debt, hybrid and liquid products. IDFC AMC also operates a portfolio management business. It provides discretionary portfolio management services to its clients. Further, IDFC AMC also acts as an investment manager under the SEBI (Alternative Investment Funds) Regulations, 2012 to IDFC India

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Page 2 of 4

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(Combination Registration No. C-2022/05/928)

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Equity Hedge Fund, a Category III Alternative Investment Fund. IDFC Trustee has been appointed as the trustee company of IDMF.

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It has also been submitted that, based on the scope of services, relevance and limited nexus to India, GIC group has not considered, inter alia , investee companies which have revenue from India of less than a certain De-Minimis amount during the previous financial year.

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In this regard, it is to be noted that, for the purpose of identification of overlaps, the Commission has not laid down the abovementioned criteria. The Commission further observed that, whether there exists an overlap, either horizontal or vertical, or complementarity between the activities of two or more enterprises, depends on the scope of activities performed by the enterprises, and not on attribution of the enterprise to a particular sector or industry, size of business, or contribution of revenue from particular activity in the overall revenue of the entity, etc. The abovementioned factors may, at most, be relevant for the assessment of likely effect of the Proposed Combination on competition, but do not dispense with the overlap identification requirement.

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The Target Entities are engaged in the mutual fund business and Bandhan Bank is engaged in the business of distribution of mutual funds. Thus, the activities of Bandhan Bank and the Target Entities exhibit vertical interface. IDFC AMC and Bandhan Bank have a limited presence in the business of mutual fund business, and mutual fund distribution business in India, respectively. Furthermore, the mutual fund business is characterised by the presence of other players such as SBI Mutual Fund, ICICI Prudential Mutual Fund and HDFC Mutual Fund, and mutual fund distribution is characterised by the presence of other players such as SBI, Axis Bank and HDFC Bank.

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Considering the facts on record, including details provided in the Notice given under Section 6(2) of the Act and assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have any appreciable adverse effect on competition in India in any of the relevant market(s), and therefore, the Commission hereby approves the same under Section 31(1) of the Act.

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This order may be revoked if, at any time, the information provided by the notifying parties is found to be incorrect.

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It is made clear that nothing contained in this order shall be deemed to be confidential as

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Page 3 of 4

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(Combination Registration No. C-2022/05/928)

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the same has been used for the purposes of the Act in terms of the provisions contained in Section 57 of the Act.

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The Secretary is directed to communicate to the notifying parties accordingly.

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(i) Bandhan Financial Holdings Limited. (ii) Lathe Investment Pte. Ltd. (iii) Tangerine Investments Limited. (iv) Infinity Partners.

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(i) Bandhan Financial Holdings Limited. (ii) Lathe Investment Pte. Ltd. (iii) Tangerine Investments Limited. (iv) Infinity Partners.

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