Allowed

M/s Hl Terminal Holding B.v., the Netherlands

CCI27 Mar 2023C-2023/02/1002

Case brief

AI extract

What is this about?

The Competition Commission of India approved a proposed acquisition where Hapag Lloyd would acquire 50% stake in JM Baxi Ports. The Commission assessed the vertical relationship between the acquirer's liner shipping and the target's terminal services, concluding the deal would not cause appreciable adverse effects on competition.

What did the court decide?

Proposed Transaction is approved under Section 31(1) of the Act.

M/s Hl Terminal Holding B.v., the Netherlands — Company and Corporate | CCI (2023)

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COMPETITION COMMISSION OF INDIA

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(Combination Registration No. C-2023/02/1002)

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27 March 2023

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Notice under Section 6(2) of the Competition Act, 2002 given by HL Terminal Holding B.V.

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CORAM:

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Ms. Sangeeta Verma Acting Chairperson

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Mr. Bhagwant Singh Bishnoi

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Member

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

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On 08 February 2023, the Competition Commission of India ( Commission ) received a Notice under Section 6(2) of the Competition Act, 2002 ( Act ), given by HL Terminal Holding B.V. ( Acquiring Entity ), a wholly owned subsidiary of Hapag Lloyd Aktiengesellschaft ( HLAG / Acquirer ) in relation to the proposed acquisition of certain shareholding of JM Baxi Ports and Logistics Limited ( JM Baxi / Target ) (hereinafter, the Acquirer and Target are collectively referred to as the Parties ). The Acquiring Entity made certain additional voluntary submissions on 28 February 2023 ( Voluntary Submissions ).

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The Notice was filed pursuant to execution of following documents on 25 January 2023: (i) Securities Subscription and Purchase Agreement executed between the Target, Mr. Dhruv Kotak and Mr. Krishna Kotak (together referred to as Principal Promoters ) and the Acquiring Entity ( SSPA ); (ii) Share Purchase Agreement executed between the Target, Acquiring Entity and Integral Investments South Asia VIII, an Affiliate of Bain Capital ( Bain Shareholder ) ( SPA ); (iii) Facilitation and Termination Agreement executed between Bain Shareholder, Principal Promoters and Target

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Combination Registration No. C-2023/02/1002

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( Facilitation and Termination Agreement ); (iv) Shareholders agreement executed between the Target, the Principal Promoters and the Acquiring Entity, recording the inter-se rights of the shareholders of the Target ( SHA ); (v) Implementation agreement executed between the Target, the Principal Promoters and the Acquiring Entity ( Implementation Agreement ); (vi) Shareholders agreement executed between the Principal Promoters and the Acquiring Entity, recording the inter-se rights of the shareholders of Container Company ( Container Co. SHA ); (vii) Shareholders agreement executed between the Principal Promoters and the Acquiring Entity, recording the inter-se rights of the shareholders of Non-Container Company ( NonContainer Co. SHA ) (the SSPA, SPA, Facilitation and Termination Agreement, SHA, Implementation Agreement , Container Co. SHA and Non-Container Co. SHA are together referred to as the Definitive Documents ).

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In terms of Regulation 14 of the Combination Regulations, vide letter dated 06 March 2023 ( RFI ), the Acquiring Entity was required to provide certain information/document(s) latest by 13 March 2023. The Acquirer filed its reply on the due date ( Response to RFI ), followed by certain clarifications on 24 March 2023.

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Parties to the Combination

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Acquirer and the Acquiring Entity

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HLAG is the parent company of an international group of companies, headquartered in Germany. As per the shareholding pattern of HLAG, each of Kuehne Maritime GmbH ( Kuehne Maritime ) and Compañía Sud Americana de Vapores S.A. Germany Container Holding GmbH ( CSAV Germany ) hold 30 percent, HGV Hamburger Gesellschaft fur Vermogens- und Beteiligungsmanagement mbH ( HGV ) holds 13.9 percent, Qatar Holding Germany GmbH (an affiliate of the Qatar Investment Authority ( QIA )) holds 12.3 percent, Public Investment Fund of the Kingdom of Saudi Arabia ( PIF ) holds 10.2 percent and Others (free float) hold 3.6 percent of the shareholding of HLAG (Kuehne Maritime, CSAV Germany, HGV, QIA, and PIF are collectively referred to as HLAG Shareholders ).

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Combination Registration No. C-2023/02/1002

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HLAG is active in the maritime sector, offering global transport services for containerized cargo (i.e., deep-sea and short-sea container shipping services for the transport of both reefer and dry cargo) under the Hapag-Lloyd AG brand. Together with Ocean Network Express, YangMing and Hyundai Merchant Marine, the Acquirer is a member of “THE Alliance” ( THEA ), one of the three globally active container shipping alliances. As submitted, the Acquirer is also active in the provision of container terminal services ( CTS ) in Europe and Africa.

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The Acquirer’s activities in India primarily include providing container liner shipping ( CLS services ) at Chennai, Cochin, Haldia, Hazira, Kolkata, Krishnapatnam, Mangalore, Mundra, Jawahar Lal Nehru Port, Mumbai (JN Port), Pipavav, Tuticorin, and Vizag ports (together, Hapag Ports ) — (i) by using its own vessels that currently call at ports of Vizag, Krishnapatnam, Chennai, Cochin, JN Port, Hazira and Mundra; and (ii) by using third party vessels ( Feeders ) to transport the Acquirer’s containers. The Acquirer also provides door-to-door services (upon request of its customers) by using third-party service providers for inland transportation services for containerised cargo ( Inland Transportation ). Further, as submitted, in special cases, upon the request of its customers, the Acquirer may provide specialised transport services which comprise transport on container vessels of break-bulk and out-of-gauge cargo that does not fit into standard containers (loaded on special platforms and lashed on board the ship or pre-lashed ashore) ( Specialised Transport Services ).

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Target

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The Target is engaged in providing (directly and through its Affiliates) inland and maritime logistics services in India. The services of Target in India include: (a) CTS Services¹ in Kandla, Vizag, Tuticorin (terminal to be operational in FY 2024-25), JN Port (terminal partly operational in FY 2022-23 and fully operational in FY 2024-25)

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1 CTS includes services such as: (i) loading / unloading of the containers into / out of vessels; (ii) transportation of containers from the vessel side to the container yard and vice-versa; (iii) storage of the containers at the container yard prior to delivery or vice-versa; (iv) plug in -plug off, monitoring and supply of power to the refrigerated containers; and (v) delivery / receival of containers by rail or road mode.

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Combination Registration No. C-2023/02/1002

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and Paradip; (b) heavy haulage transportation and heavy lift services² pan India; (c) operations and maintenance (O&M) services to terminal operators³ at Haldia Port; (d) cruise terminal services at Ballard Pier, Mumbai (not yet operational) (e) operating container freight stations ( CFS )⁴ at Vizag and Mumbai; (f) operating inland container depot ( ICD )⁵ at Sonipat, Haryana; (g) operating multipurpose clean cargo⁶ terminal at Paradip; (h) operating bulk terminal at Rozi⁷ and JN Port (expected to be operational by June 2023⁸ ); (i) cold chain services⁹ in Mumbai and Sonipat, Haryana; (j) bulk logistics¹⁰ pan India; and (k) rail transport service of containers as a container train operator ( CTO ) across India. As submitted, EXIM rail transport of containers is provided from Pipavav, Mundra, Vizag and Kandla ports, to the hinterland and domestic rail transportation service of containers is provided on a pan-India basis.

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Proposed Transaction

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The Proposed Transaction comprises a series of steps, pursuant to which the Acquirer shall acquire 35 percent shareholding in the Target from the Bain Shareholder and acquire/subscribe to such additional shares of the Target, such that the Acquirer will eventually hold 50 percent shareholding in the Target. This will be followed by a corporate reorganisation of the Target to separate its container¹¹ and non-container

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2 This involves transport of heavy and over-dimensional cargo by multi-modal means. Heavy lift and transportation services provided to both export-import (EXIM) and domestic cargo.

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3 This includes provision of container stevedoring services to shipping lines & vessel operators on behalf of Haldia Dock Complex ( HDC ).

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4 A CFS typically provides inland facilities that provide custom clearance, storage, stuffing/de-stuffing of cargoes into the containers/ out of the containers, transportation to / from the port, and services ancillaries to custom clearance, stuffing, destuffing etc. These facilities are located within 10 – 15 kms from the relevant port and connected mostly by road.

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5 An ICD is a custom bonded area and normally handles EXIM cargo. These facilities are located far away from port and connected by rail. Most of the ICDs are located at a distance of 500- 1300 kms away from port. An ICD provides the services of custom clearance, stuffing, destuffing, container handling activities similar to that of a CFS.

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6 This terminal only handles clean cargo (i.e., non-hazardous and dust free cargo) and containers.

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7 As submitted, Rozi terminal primarily imports fertilizers.

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8 It is a multipurpose / bulk terminal and will have mechanized handling of cement as its substantial operation.

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9 This involves providing temperaturecontrolled storage and handling services to EXIM and domestic perishable cargoes like fresh fruits, chocolates, dairy products, food items and pharmaceuticals.

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10 This involves handling of dry bulk and breakbulk cargo, both inland and at ports.

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11 Container Business is defined in the SSPA as container handling and terminal services (including Container Permitted Multi-Purpose Terminals (as defined in the SSPA) but excluding NC Permitted Multi-Purpose Terminals (as defined in the SSPA)), ICD services, CFS operations and containerized rail freight services as further described in the Implementation Agreement.

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Combination Registration No. C-2023/02/1002

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business¹² , pursuant to which Acquirer and Promoters will hold 51 percent and 49 percent shareholding in the container business and 49 percent and 51 percent shareholding in the non-container business, respectively ( Proposed Transaction ).

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Activities of the Parties and areas of horizontal overlaps/vertical relationships

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The Proposed Transaction relates to maritime supply chain, and therefore, before going into competition assessment of the Proposed Transaction, it would be appropriate to understand certain basic aspects of the same. In simple words, maritime supply chain refers to the movement of cargo using both maritime and land transportation. The supply chain comprises various activities undertaken by various participants operating as interconnecting systems. The primary activities forming part of the maritime supply chain include: (i) Freight forwarding, (ii) CLS services; (iii) CTS Services; and (iv) Land-based logistics and transportation services.

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In the aforesaid value chain, in India, the Acquirer is engaged in the provision of CLS and the Target is engaged in the provision of CTS and various ancillary land-based logistics services such as CFS, ICD, etc. Thus, the Proposed Transaction does not involve any horizontal overlaps in India but involves vertical/complementary relationship (existing/potential) between the Parties. The Proposed Transaction has been assessed accordingly.

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Competition Assessment

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Of the activities of Target as detailed above, considering the activities of the Acquirer and the nature of the Proposed Transaction, the following activities are considered relevant for the purposes of competition assessment: (i) CTS services; (ii) CFS

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12 Non-Container Business is defined in the SSPA as non-CTS (including NC Permitted Multi-Purpose Terminals but excluding Container Permitted Multi-Purpose Terminals), marine services (e.g., towage, piloting, underwater technical services), over-dimensional cargo services (including project cargo where the containerised element is not material), multi-modal logistic parks’ services, non-container marine operations (e.g., coastal feeders), bulk terminal business and non-containerised cold chain business, logistics value-added services (e.g., freight forwarding, customs clearance, warehousing and distribution services, transport management, port handling, value added services), cruise terminal management and services, but excluding business within the scope of the Container Business, as further described in the Implementation Agreement.

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Combination Registration No. C-2023/02/1002

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operations; (iii) CTO services; (iv) ICD operations; and (v) Cold-chain services. Thus, the assessment of the Proposed Transaction covers the aforesaid activities of the Target apart from the CLS activities of the Acquirer.

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As regards CLS and CTS, the Acquirer has proposed that separate product markets for provision of CTS and provision of CLS may be delineated and the geographic markets may be considered as:

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(i) Upper East Coast (which comprises all ports from Kolkata to Chennai, specifically including five major ports, viz., Kolkata, Haldia, Paradip, Vizag and Chennai ports) in the context of the Target’s existing operations in Paradip and Vizag;

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(ii) Upper West Coast, i.e., ports spanning Mundra to JN Port in the context of the Target’s existing operations in Kandla and JN Port; and

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(iii) South Coast, i.e., ports spanning Krishnapatnam on the East Coast till Vallarpadam on the West Coast of India in the context of the Target’s pipeline operations in Tuticorin.

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The Commission observed that CLS services can be classified into deep sea (where the ship crosses oceans) ( Deep-sea container liner shipping ) or short sea (where the ship moves along the coast, mainly on sea, without crossing an ocean) ( Short-sea container liner shipping or Shallow-sea container liner shipping ). Further, the CLS services can be classified on the basis of cargo as refrigerated container cargo ( Reefer ) or dry cargo. Similarly, CTS may be further classified (i) by the destination of the containers (i.e., segmentation in terms of hinterland traffic (containers transported directly onto/from a container vessel from/to the hinterland via barge, truck, or train); and transshipment traffic (containers destined for the onward transportation to other ports or other vessels)); and (ii) by the nature of containers (i.e., reefers and non-refrigerated container, etc.). However, as the Proposed Transaction involves only vertical relationships, the relevance of these classifications is more in geographical port level dynamics and therefore, may be considered accordingly. However, as the Proposed Transaction is not likely to result in AAEC in any of the plausible markets, the exact delineation of relevant product markets for CLS and CTS may be left open.

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Combination Registration No. C-2023/02/1002

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From a geographic perspective, each itinerary of departures and calls constitutes a ‘service’ from the CLS perspective. The group of ports served at the two ends of each service defines a commercial route or trade, which is normally referred to by the coasts of the two geographical areas it connects. Each leg of the trade is generally considered a separate market. As the Proposed Transaction does not involve horizontal overlaps between legs of trades, the relevant legs may be identified considering the presence of both the Acquirer (for CLS services) and Target (for CTS Services). Accordingly, the Commission decided that the assessment may be carried out in terms of the impact of the Proposed Transaction at the level of individual port as narrowest geographic frame of reference. The assessment at port level becomes more appropriate considering that some of the related services, viz., CTO, CFSs, ICDs, etc., which are relevant for the feedback and feedforward effect analysis of the Proposed Transaction, may have more port specific operational dynamics. Thus, the Proposed Transaction has been assessed considering the pan-India presence of the Parties in CTS and CLS; presence of the Parties in the Upper East Coast, Upper West Coast, and South Coast as proposed by the Acquirer, and at the level of each port where the Target is engaged in provision of CTS. However, the exact scope of the relevant geographic market may be left open as the Proposed Transaction is not likely to cause AAEC in any of the plausible relevant markets.

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In accordance with the aforesaid overall approach of assessment and individual port level and duly considering the feedback and feedforward effects of related services, the dynamics of all related services, viz., CTO, CFSs, ICDs, etc., may also be assessed at the individual port level while leaving the question of the exact delineation of relevant market open.

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However, before going into the port level assessment, it would also be appropriate to note the macro presence of the Acquirer and Target in India in the CTS and CLS activities to gain an overall perspective regarding the presence of the Parties in India.

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Combination Registration No. C-2023/02/1002

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The Commission noted that the Acquirer is the fifth largest carrier in terms of TEU capacity and container ships fleet globally and third largest entity in CLS services in India. As per the estimates submitted by HLAG, the market share of Acquirer in CLS market in India is in the range of [5-10] percent (in terms of volume). The market comprises competitors such as MSC and Maersk, with market share in the range of [10-15] percent and CMA with share of [5-10] percent¹³ . At a pan-India level, the Target is a relatively smaller entity in CTS. The Target is operational in the provision of CTS at three ports, viz., Kandla, Vizag, and Paradip. As per the estimates submitted by HLAG, the market share of Target in CTS market in India is in the range of [5-10] percent (in terms of volume in TEUs based on containers handled). The market comprises competitors such as APSEZ [35-40 percent], DP World [20-25 percent], PSA [15-20 percent] and APM Terminals [10-15 percent].

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In the Upper East Coast, the share of the Acquirer in CLS market for FY 2021-22 is estimated to be in the range of [0-5] percent, while that of the Target is estimated to be in the range of [10-15] percent. In the Upper West Coast, the share of the Acquirer in CLS market for FY 2021-22 is estimated to be in the range of [5-10] percent while that of the Target is estimated to be in the range of [0-5] percent. In the South Coast, the Target’s proposed terminal at Tuticorin is only expected to be fully commissioned by FY 2024-25.

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For the purpose of port level dynamics, it is observed that the Target is engaged in the provision of CTS services in Kandla, Vizag, JN Port (terminal partly operational in FY 2022-23 and fully operational in FY 2024-25), and Paradip. Further, the Target’s Tuticorin terminal is to be operational in FY 2024-25. The Proposed Transaction has been assessed for impact on competition dynamics for each of the aforesaid ports.

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13 CLS services are provided by a liner company either individually with own vessels (owned or chartered) or through cooperation agreements with other shipping companies. Cooperation agreements can consist of Slot Charter Agreements (SCAs), Vessel Sharing Agreements (VSAs – or consortia), or alliances. The presence of any entity is thus observed considering the direct presence and also the presence through the alliances. As noted above, the Acquirer is a member of THEA. As submitted, THEA has very limited presence in India through its service called Pacific Southwest Loop 3 ( PS3 ). PS3 has only two port calls on the West Coast of India viz. Pipavav and JN Port and notably, the Target is not currently present at Pipavav or JN Port. Accordingly, the same has not been considered further in assessment

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Combination Registration No. C-2023/02/1002

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While CTS, CFS, and CTO services have been assessed at the port level, the presence of the Parties in the areas of ICD and cold chain services have been assessed separately.

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Vizag Port

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The Target is engaged in the provision of CTS at Vizag Port through Visakha Container Terminal Private Limited ( VCTPL ). VCTPL is the only entity providing CTS at Vizag port and has a capacity of 1.3 million TEUs. The following observations as regards the presence of the Parties at Vizag Port are made:

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i. The actual throughput is 0.51 million TEUs, implying a capacity utilisation of around 39 percent. The excess capacity in itself indicates lack of incentive to foreclose the access to port to the competitors of the Acquirer. This is further validated when the throughput attributable to Acquirer is considered. As per the estimates, the same is less than 16,000 TEUs, constituting a negligible 1 percent of the total capacity; and

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ii. The percentage of transhipment volume and reefer container volumes as a percentage of total volume handled by VCTPL is negligible and therefore, such classification is not likely to alter the assessment in any significant manner.

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The Target operates a CFS at Vizag port. It has a capacity of 80,400 TEU with a capacity utilisation of around 38 percent. The Acquirer contributes less than 2 percent of this CFS. As submitted, this CFS does not share resources with any other CFS operator. Also, there are eight other CFSs at Vizag Port including CFSs operated by CONCOR (largest CFS with 4 lakhs TEU handling capacity), GDL and Shravan Shipping (each having capacity exceeding 70,000 TEUs) and considering the same, the market share of the Target in terms of CFS at Vizag is estimated to be less than 20 percent.

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The Target has a Category III licence for CTOs, which allows it to provide CTO services in the rail corridors serving the ports of Pipavav, Mundra, Chennai/Ennore, Vizag, and Kochi and their hinterland. The Target operates 22 rakes of which six rakes are moving from Vizag Port and 16 rakes are moving from the Mundra and Pipavav

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Combination Registration No. C-2023/02/1002

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ports, where the Target does not have any terminals. In this regard, it is observed that the presence of the Target in terms of CTO operations at Vizag is not significant. The Target handled only 17,351 TEU out of 116,233 TEU total rail volume handled from Vizag. This implies a share of only around 15 percent, while the remaining volume is handled by other CTOs, mainly CONCOR and Pristine. Further, as submitted, the Target Group does not service any of the Acquirer’s rail requirements at Vizag port.

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Considering the aforesaid, the Proposed Transaction is not likely to result in any significant change in competition dynamics as far as Vizag port operations are concerned. Further, there appears no likelihood of any spill-over effect in the related market segments of CFS and CTO.

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Kandla Port

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The Target provides CTS services at Kandla port through its wholly owned subsidiary Kandla International Container Terminal ( KICT ). KICT entered into a concession agreement with Deendayal Port Trust to provide CTS for a period of 30 years (until September 2046) at Kandla port. KICT is the only entity providing CTS at Kandla port and has a capacity of 0.75 million TEUs. The following observations as regards the presence of the Parties at Kandla Port are made:

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a. The actual throughput is 0.49 million TEUs, implying a capacity utilisation of around 66 percent. The excess capacity in itself indicates lack of incentive to foreclose the access to port to the competitors of the Acquirer. This is further validated when it is noted that the throughput attributable to the Acquirer is nil; and

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b. The percentage of transhipment volume and reefer container volumes as a percentage of total volume handled by KICT is negligible and therefore, such classification is not likely to alter the assessment in any significant manner.

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The Target does not provide CFS services at Kandla Port.

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Combination Registration No. C-2023/02/1002

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The Target does not have a licence to operate its rakes from Kandla. As such, it is not directly present in the CTO market in Kandla. KICT utilises the license of Hind Terminals Private Limited ( HTPL ) (another CTO) on the payment of certain charges. KICT engages the CTO services of HTPL, India Linx, and the Target Group’s CT itself, whenever required, depending on the customer needs. However, the rail volume of KICT is less than 2 percent of the overall volume.

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Paradip Port

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The Target provides CTS services at Paradip port through its wholly owned subsidiary Paradip International Cargo Terminal Private Limited ( PICT ). PICT entered into a concession agreement for a period of 30 years (until April 2046) at Paradip port. This terminal primarily handles clean cargo (i.e., non-hazardous and dust-free cargo), and less than 10 percent of the total cargo handled by PICT comprises containerized cargo. Further, the throughput of PICT containerised cargo attributable to the Acquirer is nil. As stated, the Target does not provide CFS and CTO services at Paradip port.

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Tuticorin Port

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The Target will provide CTS services at Tuticorin port through its wholly owned subsidiary Tuticorin International Container Terminal Private Limited ( TICT ). TICT has entered into a concession agreement for a period of 30 years (until 2053) at Tuticorin port. The terminal is still under development. It will be operational by FY 2024-25.

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There are two existing terminals at Tuticorin port operated by Bollore, MSC and PSA with respective estimated capacities of 0.6 and 0.45 million TEUs. As stated, TICT will also have a capacity of 0.6 million. The Target does not provide CFS services or CTO at Tuticorin port.

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JN Port

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The Target is engaged in the provision of CTS at JN Port through a joint venture entity, Nhava Sheva Freeport Terminal Private Limited ( NSFTPL ), with CMA CGM (also a CLS operator). NSFTPL has entered into a concession agreement for a period of 30 years (until 2053) at JN port. As stated, the terminal is still under development and is partly operational and expected to be fully operational in FY 2024-25.

¶99

There are four other existing terminals at JN port operated by DPW (two terminals), APMT and PSA with respective estimated capacities of 1.2, 1, 2 and 2 million TEUs respectively. The Target provides CFS services at JN Port under the name Mumbai International Cargo Terminal (MICT). The overall CFS volume handled for FY 202122 at JN Port is 2.45 million TEUs, and the market share of the Target of the same is less than 5 percent. The Acquirer contributed around 4 percent only of MICT’s throughput. The Target does not provide CTO at JN Port. The Target Group has a category III licence which restricts movement of its rakes to and from JN Port.

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Competition Assessment - ICDs

¶101

In a multi modal transport logistics system, ICDs act as hubs in the EXIM logistics chain. An ICD is generally located in the interiors (outside the port towns) and away from the gateway ports. An ICD is a common user facility with public authority status equipped with fixed installations. It offers a wide range of services, including custom clearance, handling and temporary storage of import/export laden, and empty containers.

¶102

As regards the ICDs, the Target provides ICD services at Sonipat, Haryana. The facility has two rail lines and two e-RTGCs¹⁴ under commission. It has a capacity of 180,000 TEU (which will increase to 240,000 TEU post commissioning of the e-RTGC). As

¶103

14 eRTG cranes are electrified rubber tired gantry cranes. A gantry crane straddles an object, storage area or workspace. They are typically found in shipping terminals. The eRTG crane is a mobile gantry crane that moves shipping containers from dockside to either a truck or storage area in another location in the yard

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per the estimates given by the Acquirer, the market share of ICD in the ICD market in and around NCR is in the range of [10-15] percent. The ICD is the third largest player behind ICD Dadri and ICD Tughlakabad with respective market shares in the range of [20-25] percent and [15-20] percent respectively. Further, as submitted, there are two ICDs operated by DP World and Concor in close proximity. ICD Jattipur operated by DP World with capacity of 175000 TEUs is 17 km away, and MMLP Barhi operated by Concor with capacity of 500000 TEUs is only 10 km away from the Target ICD. The same implies that, even in the strictly narrow catchment area, the share of DICT would be less than 30 percent and the area will be led by Concor with more than 50 percent share.

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Competition Assessment – Cold-chain services

¶108

The Target operates a cold storage facility at Sonipat. However, it is not engaged in cold chain transportation. Therefore, the Target has a very limited presence of operating only a cold chain storage facility at Sonipat that is primarily used for the storage of fruits, green peas, flower bulbs, chocolates, meat, paneer, cream, butter and some processed foods etc. The cold storage facility at Nhava Sheva has been given on a rental basis to IG International. Notably, the Target has never provided any cold chain related service to the Acquirer.

¶109

As submitted, Snowman Logistics Limited ( Snowman ) (a group company of GDL) which is engaged in providing an end-to-end integrated cold chain facility with storage and transportation has a market share of greater than 30 percent based on capacity) on pan India basis, Pallet positions (i.e., the capacity of a warehouse) of Snowman is approximately 1,35,000 (with presence in 16 cities and 43 warehouses) and Coldman Logistics Private Limited (Coldman) is approximately 68,000 (with presence in 17 cities). Compared to Snowman and Coldman, the pallet position of the Target is only 7,200 at Sonipat.

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Based on the assessment, the Commission is of the opinion that the presence of the Acquirer and/or Target in India on an overall basis or at any specific port is not Page 13 of 14

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significant enough to confer the ability/incentive on the combined entity to engage in any foreclosure strategies. Further, the Proposed Transaction is not likely to result in any spill-over effects on any inland logistics market given the competition dynamics of CTS and respective inland logistics markets.

¶113

Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Transaction based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Transaction is not likely to have any AAEC in India. Therefore, the Commission approves the Proposed Transaction under Section 31(1) of the Act

¶114

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

¶115

The information provided by the Acquirer shall be treated as confidential in terms of and subject to the provisions of Section 57 of the Act.

¶116

The Secretary is directed to communicate to the Acquirer accordingly.

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M/s Hl Terminal Holding B.v., the Netherlands

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M/s Hl Terminal Holding B.v., the Netherlands

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