Disposed

Bw Investment Ltd., India Agri Business Fund II Limited

CCI6 Oct 2022C-2022/10/975

Case brief

AI extract

What is this about?

This document is a proposed combination notification under the Competition Act, 2002. It outlines an acquisition by BWIL of REMCO, asserts no market overlaps or appreciable adverse effect on competition, and seeks approval under the Green Channel route based on exemptions and minor ancillary transactions.

What did the court decide?

Notification of the proposed combination under the Green Channel route.

Bw Investment Ltd., India Agri Business Fund II Limited — Company and Corporate | CCI (2022)

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SUMMARY OF THE PROPOSED COMBINATION

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[In terms of Regulations 13 (1A) of the Competition Commission of India (Procedure in

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regard to the transaction of business relating to combinations), 2011]

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A. Name of the parties to the combination

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The names of the parties to the combination are:

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a. BW Investment Ltd. (“ BWIL ”)

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b. Rabo Equity Management Company Ltd. (“ REMCO ”)

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c. India Agri Business Fund II (“ IABF II ” )

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BWIL, REMCO, and IABF II are collectively referred to as the Parties .

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B. The nature and purpose of the combination

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The proposed combination entails BWIL’s acquisition of 100% shareholding in REMCO (“ Proposed Combination ”), and certain minor ancillary inter-connected transactions, which are not notifiable on a standalone basis.

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The Proposed Combination involves an acquisition of shares and management rights and is notifiable under Section 5(a)(ii)(B) of the Competition Act, 2002.

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C. The products, services and business(es) of the parties to the combination

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BWIL

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BWIL does not have any physical presence in India. BWIL is indirectly owned by the Kroll Group. Kroll Group provides various professional services worldwide.

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REMCO/IABF II

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REMCO does not operate in India. REMCO belongs to the Rabobank Group. REMCO is the investment manager of IABF II, a fund incorporated in Mauritius.

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D. The respective markets in which the Parties to the combination operate

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BWIL/ Kroll Group (including the entities owned and controlled by Kroll Group that meet the materiality thresholds specified in the Notes to Form I) 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 same or different stages or levels of the production chain in which REMCO, IABF II, as well as the IABF II Portfolio Companies¹ are involved.

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Given that there are certain inter-connected but exempt transactions which are ancillary to the Proposed Combination, we have also considered the overlaps between the IABF II Portfolio Companies by way of abundant caution and only for the sake of completeness.

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In this regard, there are no vertical or complementary overlaps between any of the IABF II Portfolio Companies. While some of the IABF II Portfolio Companies can be said to operate in the broad segment for the manufacture and sale of food and beverages, there are no real overlaps in terms of actual business activities at a narrow level. In any event, the relevant IABF II Portfolio Companies have combined market shares of much less than 1% in any relevant market that may be defined for the purposes of the assessment. Accordingly, the ancillary interconnected transactions and the Proposed Combination will not lead to any change

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1 IABF II has shareholding in certain companies (“ IABF II Portfolio Companies ”).

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in the competitive landscape or cause any appreciable adverse effect on competition (“ AAEC ”) in India, irrespective of the way the relevant markets may be defined. Therefore, the market definitions may be left open.

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E. Green Channel Notification

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Since: (a) there are no horizontal overlaps, vertical relationships or complementary relationships between BWIL/Kroll Group on the one hand and REMCO/IABF II/ IABF II Portfolio Companies in India on the other hand; (b) there are no real overlaps (considering the actual business activities) between the IABF II Portfolio Companies; and (c) the ancillary transactions while being inter-connected are independently exempt, the Proposed Combination qualifies for a Green Channel Notification.

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In accordance with the Hon’ble Commission’s past decisional practice, the present notification form is being filed under the Green Channel route under Regulation 5A and Schedule III of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (as amended).

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Bw Investment Ltd., India Agri Business Fund II Limited

Case brief

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Bw Investment Ltd., India Agri Business Fund II Limited

Case brief

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