1. Bunge Global Sa 2. Danelo Limited 3. Cppib Monroe Canada Inc. 4. Venus Investment Limited Partnership

CCI30 Jul 2024C-2024/04/1140

Case brief

AI extract

What is this about?

The Competition Commission of India approved the proposed acquisition of Viterra Limited by Bunge Global SA after assessing market shares in vegetable oil and NGFI segments. The Commission found no appreciable adverse effect on competition due to moderate market shares and strong competitive constraints.

What did the court decide?

Proposed combination approved under Section 31(1) of the Competition Act, 2002.

1. Bunge Global Sa 2. Danelo Limited 3. Cppib Monroe Canada… — Company and Corporate | CCI (2024)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No. C-2024/04/1140

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30^th July 2024

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Notice under Section 6(2) of the Competition Act, 2002 given jointly by Bunge Global SA, Danelo Limited, CPPIB Monroe Canada, Inc., and Venus Investment Limited Partnership

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CORAM:

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Ms. Ravneet Kaur Chairperson

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Mr. Anil Agrawal Member

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Ms. Sweta Kakkad Member

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Mr. Deepak Anurag Member

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

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On 23^rd April 2024, the Competition Commission of India ( Commission ) received a Notice under Section 6(2) of the Competition Act, 2002 ( Act ) jointly given by Bunge Global SA ( Acquirer / Bunge ), Danelo Limited ( Danelo ), CPPIB Monroe Canada, Inc. ( CPPIB Monroe ), and Venus Investment Limited Partnership ( Venus ). Danelo, CPPIB Monroe and Venus are special purpose vehicles wholly owned by Glencore PLC ( Glencore ), the Canada Pension Plan Investment Board ( CPP Investments ), and the British Columbia Investment Management Corporation ( BCI ), respectively (Glencore, CPP Investments and BCI are collectively referred to as the ‘ Sellers ’; Danelo, CPPIB Monroe and Venus are collectively referred to as the ‘ SPVs ’; and Bunge and the SPVs are collectively referred to as the ‘ Acquirers ’).

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The proposed combination relates to acquisition of 100 percent of the issued and outstanding share capital of Viterra Limited ( Viterra / Target ) by Bunge pursuant to a

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Combination Registration Number: C-2024/04/1140

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Business Combination Agreement dated 13^th June 2023 ( BCA ) executed, by and between the Acquirer, the Target, the SPVs and Viterra Employee Benefit Trust ( VEBT ) ( Proposed Combination ) [hereinafter, Bunge and Viterra are collectively referred to as the ‘ Parties ’]. Further, as a part of the consideration for the Proposed Combination, Danelo, CPPIB Monroe and Venus will receive Bunge stock and as a result, respectively own minority stakes of 15 percent, 12 percent and 3 percent, in Bunge.

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In terms of Regulation 14(3) of the Competition Commission of India (Procedure in regard to the transaction of business related to combinations) Regulations, 2011 ( Combination Regulations ), vide letter dated 9^th May 2024 ( RFI ), certain information and clarifications were sought from the Acquirer. The Acquirer submitted its response on 27^th June 2024 after seeking extension of time ( Response 1 ). As the Response 1 was found to be incomplete, another letter was issued to the Acquirer, on 11^th July 2024, in continuation of RFI, seeking requisite information and clarifications. The Acquirer submitted its response to the same on 22^nd July 2024, after seeking extension of time ( Response 2 ) [Response 1 and Response 2 collectively constitute ‘ Response to RFI ’].

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Bunge, the Acquirer, is the parent entity of the Bunge group. It is an agribusiness and food company listed on the New York Stock Exchange ( NYSE ) and headquartered in Chesterfield, Missouri, the United States of America ( USA ). The significant shareholders¹ of Bunge include Capital World Investors and The Vanguard Group, with respective holdings of 12.6 percent and 11.45 percent of Bunge’s capital stock. Globally, Bunge is mainly active in the sale of oilseed meals and vegetable oils. Bunge also sells grains and milled products as well as unprocessed oilseeds and other products like sugar. In India, Bunge is engaged in sales of refined vegetable oils (groundnut oil, mustard oil, palm oil, rapeseed oil, soybean oil, sunflower oil, sesame oil, oil blends and other oils), crude vegetable oils (soybean oil, palm oil, palm kernel oil, sunflower oil), soybean meal, glycerine, margarine, lecithin, vanaspati, shortenings, yeast and free fatty acids.

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1 That is the beneficial owners of 10 percent or more of Bunge Stock (as of 24th January 2024).

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Combination Registration Number: C-2024/04/1140

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Viterra, the Target, is an agribusiness company, which is privately held and limited by shares. It is incorporated under the laws of Jersey, UK and headquartered in Rotterdam, the Netherlands. The significant shareholders of Viterra include Glencore and CPP Investments with respective shareholding of 49.99 percent and 39.99 percent while other shareholders include BCI and VEBT. As submitted, globally, Viterra focuses on the purchase and sale of unprocessed commodity crops, in particular grains. Viterra also sells oilseeds and other unprocessed products like cotton and sugar, as well as milled products and oilseed-based products ( e.g. , meal and oil). In India, Viterra is engaged in sales of grains (wheat, corn, sorghum and rice), crude vegetable oils (soybean oil and sunflower oil), sunflower meal, sugar, cotton, pulses (peas, lentils, raw chickpeas, raw yellow peas, processed chickpeas, processed yellow peas and beans), and chickpea and yellow pea flours apart from having limited presence in origination activities² .

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Danelo, which as stated above, is a wholly owned subsidiary of Glencore, is incorporated under the laws of Jersey and does not have any activities in India or worldwide. Glencore (including its group companies) supplies and trades a wide range of commodities and raw materials, including metals, minerals, oil and oil products and coal to industrial customers around the world and is active in the automotive, steel, power generation, and oil sectors. In India, Glencore is primarily engaged in the sale of energy products, metals, and metal products.

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CPPIB Monroe, which as stated above, is a wholly owned subsidiary of CPP Investments, is incorporated under the laws of Canada and does not have any activities in India or worldwide. CPP Investments is a professional investment management organization that invests the funds not utilised by the Canada Pension Plan (CPP) to pay current benefits in the best interest of its contributors and beneficiaries.

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Venus, which as stated above, is a subsidiary of BCI, is incorporated under the laws of Canada and does not have any activities in India or worldwide. BCI is a global

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2As submitted, Viterra procured agricultural commodities such as domestic channa, wheat, maize, lentils and cotton from farmers and farmer producer organizations in India.

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Combination Registration Number: C-2024/04/1140

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investment manager that works with public sector clients, such as pension funds and endowment funds, to invest their money in different markets around the world.

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Identification of horizontal overlaps/vertical linkages

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Bunge and Viterra are both agribusiness companies. As submitted, none of the portfolio entities of CPP Investments, BCI and Glencore are present in any of the agribusinesses in India and accordingly, the horizontal overlaps/vertical linkages for the purpose of competition assessment are identified considering the activities of Bunge and Viterra in India.

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Considering the activities of Bunge and Viterra in India, it is observed that within the agribusiness sector, the activities of the Parties primarily overlap only in the segment of vegetable oils. Narrowing down further, the activities of Bunge and Viterra overlap specifically in the segments of soyabean oil and sunflower oil. Further, for identification of any horizontal overlaps/vertical linkages etc. , it would also be appropriate to note the key stages of supply chain of vegetable oil. For vegetable oils, the agricultural commodities consist of the following key stages:

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i. Origination – The starting point of the supply chain is the farmer growing the oilseeds. Farmers or cooperatives then sell the oilseeds to agribusiness firms and traders. Origination in this context refers to the sourcing of agricultural produce, i.e. oil seeds, from the farmers.

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ii. Crushing – The oilseeds obtained after the stage of ‘origination’ are unprocessed and have limited usage in that form, with only limited sales to animal feed manufacturers and end consumers. Oilseeds are generally either processed or sold to oilseed processing firms and traders to produce the intermediate products (such as crude vegetable oils). Oilseeds are processed in crush plants where they are split into crude seed oil and oilseed meal. This stage where oil seeds are crushed to obtain crude vegetable oils is called as crushing.

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Combination Registration Number: C-2024/04/1140

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iii. Marketing – The crude vegetable oil obtained as a result of crushing may then be sold to traders and end-users³ and if that be the case, the stage for the same is referred to as ‘marketing’.

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iv. Refining – Alternatively, crude vegetable oils can be refined in a multistage process consisting of neutralization, deodorization, and bleaching. The aim is to remove free fatty acids, gums, crude lecithin and other objectionable substances including impurities and to achieve a neutral taste of the oil while maintaining the nutritional value and ensuring the quality and stability of the product. This stage is called as refining and the end product of this stage is refined vegetable oil which is ultimately sold to traders or end users.

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Considering the aforesaid key stages of vegetable oils supply chain, it is observed that neither Bunge nor Viterra have any presence in origination activities in India nor do the Parties have any crushing plants, for any kind of vegetable oils, in India. Accordingly, the horizontal overlaps identified above are narrowed to the stage of sale or marketing of crude vegetable oils ( namely , crude soyabean and crude sunflower oil) in India. Further, it is noted that while Viterra/Target does not have any refineries in India, Bunge has various refining plants in India and is engaged in the production and marketing of refined vegetable oils in India. Considering the presence of Bunge in the area of refined vegetable oils and presence of both Bunge and Viterra in the area of crude vegetable oils, the Proposed Combination gives rise to vertical linkages between the activities of Bunge and Viterra with respect to the upstream activity of marketing of crude vegetable oil (soyabean and sunflower) and downstream activity of marketing of refined vegetable oil (soyabean and sunflower) in India.

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Besides crude vegetable oils, the Parties have an overlapping presence in the marketing of Non-Grain Feed Ingredients ( NGFIs )⁴ and in the narrower sub-segment of sunflower based NGFIs.

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3 End-users here would mean intermediate buyers who would further refine the crude vegetable oil to produce refined oil which is then sold to end-consumers.

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4 These are generally plant-derived protein supplements that are produced after extracting oil and are used as animal feed.

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Combination Registration Number: C-2024/04/1140

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Other than vegetable oils and NGFIs, the Parties have limited overlapping presence in the freight transportation services. It has been submitted that to conduct the origination and marketing activities globally, agribusiness firms (including Bunge and Viterra), make use of logistics assets such as storage facilities ( e.g. , silos or elevators) and transport assets ( e.g. , port terminals and vessels) to move crops from the areas where they were grown to locations where customers are situated. However, the Parties do not own any vessels, and they rely on companies which provide ship broking services to connect them with carriers and where they do not use the full capacity of their chartered vessels, they may offer a relatively limited portion of their capacity to third-parties on an ad hoc basis. Such minimal additional capacity has been used by third parties to transport non-agricultural commodities, such as coal. Similarly, Glencore (one of the significant shareholders of Bunge post the Proposed Combination) may offer a relatively limited portion of their capacity to third-parties on an ad hoc basis to transport agricultural and non-agricultural commodities via its chartered vessels (which it does not own but may or may not operate). However, as submitted, this is ancillary to Bunge and Viterra’s agricultural business and to Glencore’s industrial and marketing businesses. Further, for Bunge, Viterra and Glencore, the commodities transported for third parties would account for a negligible proportion of all commodities transported into and out of India. Considering the submissions of the Parties relating to ad hoc and ancillary nature of the activity and the fact that the Parties do not own the vessels, the activities of the parties in this segment are not likely to impact the competition dynamics for freight and transportation of all commodities in general and transportation of oil in particular and accordingly, this segment has not been examined further.

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The Commission, therefore, examined the aforesaid horizontal and vertical linkages for vegetable oils and horizontal overlaps in the area of NGFIs.

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Competition Assessment

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Vegetable Oil Segment

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For carrying out the competition assessment, the first step is to delineate the relevant market segments in which the Parties’ presence overlap. Bunge and Viterra have overlapping presence in the broader segment of crude vegetable oil. Vegetable oil is a

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Combination Registration Number: C-2024/04/1140

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commodity product derived from vegetables, nuts, and seeds. Examples include rapeseed oil, mustard oil, soyabean oil, groundnut oil, sunflower oil, sesame oil, niger seed oil, safflower seed oil, castor oil, linseed oil, coconut oil, palm oil, cottonseed oil and rice bran oil. Crude vegetable oils are products obtained from the initial extraction of a vegetable source which has undergone no further refining. Crude vegetable oils are typically used to produce refined vegetable oils or biodiesel. Crude vegetable oils can also be sold for animal feed, or to the chemical, painting and cosmetics industry.

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The Parties have proposed an overall market for crude vegetable oils and submitted that there is substitutability between different types of vegetable oils, from supply side as well as demand side. The Parties however have provided overlap assessment based on narrowest market segments for markets of crude soyabean oil and crude sunflower oil.

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The Commission observed that there is only a limited degree of substitutability between different types of oils considering differences in terms of composition, nutritional and taste profiles, and price between the different vegetable oils. While at the broader level, the Parties may be present in the market for the marketing of crude vegetable oils, they compete more particularly at a narrower level, i.e. in the market for the marketing of crude soyabean oil and the market for the marketing of crude sunflower oil. Thus, the impact of the proposed combination has been assessed in the narrower segments of crude soyabean oil and crude sunflower oil as well.

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In the overall crude vegetable oil segment, the combined market shares of the Parties have been around or less than 10% for CY 2020 to CY 2023, which is not significant enough to raise any competition concerns. As regards the narrower segment of crude soyabean oil, the combined market shares of the Parties has ranged from [20-25]% to [35-40]% from CY 2020 to CY 2023. For the most recent year i.e. CY 2023, the Parties’ combined market share was in the range of [20-25]% with their individual market shares being in the range of [10-15]% each. Further, there are other competitors who have been consistently present during all the four years that were examined. The market shares of some of the top players in the crude soyabean oil segment for the CY 2023 were as follows: Louis Dreyfus [10-15]%, China Oil and Foodstuffs Corporation (COFCO) [5-10]%, Cargill [5-10]%, Archer-Daniels-Midland Co (ADM) [5-10]%, etc.

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Combination Registration Number: C-2024/04/1140

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Thus, this market segment appears unconcentrated, featuring other large players which have been posing competitive constraints on the Parties. Further, the year-by-year assessment showed fluctuations and an overall declining trend in the combined market shares of the Parties from 2021 to 2023, with lowest market shares in 2023.

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As regards the crude sunflower oil segment, the combined market shares of the Parties has ranged from [15-20]% to [30-35]% from CY 2020 to CY 2023. For the most recent year i.e. CY 2023, the Parties’ combined market share was in the range of [15-20]% with their individual market shares being in the range of [0-5]% and [10-15]% for Bunge and Viterra, respectively. Besides the Parties, there are other players in the market having good market presence, e.g. for CY 2023, Avere Commodities had a market share in the range of [15-20]%, GITC Singapore held a market share in the ranges of [10-15]% and COFCO, Cargill and EFKO held market shares in the range of [5-10]% each, besides other players being present in the market. Though the market was observed to be moderately concentrated, both pre and post the Proposed Combination, the incremental change in concentration was not found to be significant enough to cause any adverse change in market dynamics. Further, the fact that there is an overall decline in the combined market shares of the Parties from CY 2021 to CY 2023, with lowest market shares in CY 2023 is also indicative of the presence of competitive constraints.

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Based on the foregoing observations, the horizontal overlaps arising out of the Proposed Combination are not likely to raise concerns of appreciable adverse effects on competition (AAEC) in India.

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Besides the horizontal overlaps, as mentioned earlier, the presence of Bunge in the refined oil segment, both refined soyabean oil as well as refined sunflower oil segment, has given rise to vertical linkages between the Parties. However, given the miniscule presence of Bunge in the downstream segment of refined soyabean oil and refined sunflower oil, having market share less than 5% in both these segments, besides the presence of large national and regional players in the downstream market segments, etc. , it is unlikely that the proposed combination would change the ability or incentives of the Parties to foreclose any of the markets that have been examined.

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Combination Registration Number: C-2024/04/1140

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NGFIs

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Apart from the crude vegetable oils, the Parties have a limited presence in the marketing of NGFIs and in the narrower segments of sunflower based NGFIs. As observed the presence of the Parties in the overall segment of NGFIs is limited. In CY 2022, Bunge’s and Viterra’s individual as well as their combined market share in the sale of NGFIs in India was less than 1%. As regards the sub-segment of sunflower based NGFIs, Bunge’s and Viterra’s market share were in the range of [10-15]% each, in CY 2022, thereby leading to combined share of [25-30]%. However, it is noted that while Viterra has been consistently present from CY 2020 to CY 2023, Bunge has made sales only to traders and that too in CY 2020 and CY 2022. In this regard, the Parties clarified that NGFIs are essentially a by-product of the crushing process and the stock available with the Parties mainly depends on their crushing activities, which is driven by their production of crude vegetable oils. Further, Bunge is not a prominent player in this segment and it only had ad hoc sales in two out of four calendar years ( i.e. CY 2020 and CY 2022), and all those sales were to traders. Also, there are several other regional and local players such as Gujarat Ambuja Exports Limited, Kohinoor Feeds & Fats Private Limited, Mahesh Agro Food Industries, Bharat Agro Industries, Gauri Agrotech Products Private Limited, Prestige Group, Pramoda Exim Corporation, Protinex Advanced Feed Industries and global players such as ADM, Cargill, Kernel, Mera International, all of whom can supply NGFIs to Indian customers. All such competitors will continue to exert considerable competitive constraints on the combined entity post the Proposed Transaction. Accordingly, the Proposed Combination is not likely to raise concerns of AAEC in either the broader segment of NGFIs or in the narrower subsegment of sunflower based NGFIs.

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Considering the material on record, including the details provided in the Notice and the 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 appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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Combination Registration Number: C-2024/04/1140

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

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

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The Secretary is directed to communicate to the Acquirers accordingly.

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1. Bunge Global Sa 2. Danelo Limited 3. Cppib Monroe Canada Inc. 4. Venus Investment Limited Partnership

Case brief

What is this about?

What did the court decide?

1. Bunge Global Sa 2. Danelo Limited 3. Cppib Monroe Canada Inc. 4. Venus Investment Limited Partnership

Case brief

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What did the court decide?

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