Orogen-Brunson L.P.
Case brief
What is this about?
The Competition Commission of India approved a proposed combination where Orogen-Brunson L.P. acquires up to 30% shareholding in Brillio Holdings, Inc. The Commission found no appreciable adverse effect on competition in India due to the limited market presence of both entities.
What did the court decide?
The proposed combination is approved under Section 31(1) of the Competition Act, 2002.
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-2023/06/1038)
29th August 2023
Notice under Section 6(2) of the Competition Act, 2002 given by Orogen-Brunson L.P.
CORAM:
Ms. Ravneet Kaur Chairperson
Ms. Sangeeta Verma Member
Order under Section 31(1) of the Competition Act, 2002
- On 27th June 2023, the Competition Commission of India ( Commission ) received a Notice under Section 6(2) of the Competition Act 2002 ( Act ) given by Orogen-Brunson L.P. ( Acquirer ). The Notice was filed pursuant to the execution of the Stock Purchase and Exchange Agreement ( SPEA ) dated 7th June 2023 entered between the Acquirer, BCPE Beetle Holdings L.P., Brillio Holdings, Inc. ( Target ) and the Mamodia Parties1 .
Proposed Combination
- The proposed combination envisages acquisition of up to 30% shareholding in the Target by the Acquirer on a fully diluted basis ( Proposed Combination ). The Proposed Combination will be undertaken by way of the SPEA and involves acquisition of shares from existing shareholders of the Target viz, (i) Beetle and (ii) the Mamodia Parties ( Secondary Purchase ) and subscription to certain preferred shares ( Primary Issuance ). Immediately following the Secondary Purchase, the Target shall issue to the Acquirer, preferred shares ( Exchange Preferred Shares ) in exchange for the total
Issues for consideration
3 issues framed by the court
Whether the proposed combination involving acquisition of up to 30% shareholding in Brillio Holdings, Inc. is likely to cause any appreciable adverse effect on competition in India.
Whether the Commission can approve the proposed combination based on the overlap analysis and market presence of the entities.
Whether the proposed combination complies with the factors stated in Section 20(4) of the Competition Act, 2002.
Parties & counsel
- applicant
Competition Commission of India
Coram
Ravneet Kaur
Sangeeta Verma
Case details
As recorded by the court registry
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