On February 13, 2023, the Competition Commission of India (CCI) has given its approval to the following proposals:
i.Acquisition of up to 100% shareholding in R Systems International Limited by BCP Asia II Topco II Pte. Ltd
ii.Consolidation of HPM Business of LANXESS AG and DEM Business of Koninkiljke DSM N.V. under Zehnte LXS GmbH, a JV HoldCo of Platin 2170 GmbH & LANXESS
iii.Acquisitions of Commercial Real Estate assets by Nexus Select Trust
CCI approves acquisition of up to 100% shareholding in R Systems International Limited by BCP Asia II Topco II Pte. Ltd
CCI has approved the proposed combination involving acquisition of up to 100% shareholding in the R Systems International Limited by BCP Asia II Topco II Pte. Ltd.
The Proposed Combination is an acquisition of shares and control under Section 5(a) of the Competition Act, 2002 (as amended).
Target: R Systems International Limited
Acquirer: BCP Asia II Topco II Pte. Ltd.
How will this be done?
i.Acquisition of Promoters’ Stake:
BCP Asia II Topco II will acquire up to 51.67% shareholding from the promoter shareholders of R Systems International Limited, as per the Share Purchase Agreement.
- This will also include latter’s founder Satinder Singh Rekhi’s stake.
ii.Acquisition of Public Shareholders Stake:
BCP Asia II Topco II will launch an open offer combined with delisting offer to acquire the remaining 48.33% stake from public shareholders, under the Securities and Exchange Board of India (SEBI) Regulations, 2021.
Key Points:
i.R Systems International Limited is an Indian public listed Information Technology (IT) and IT enabled services (ITeS) company. Along with its’ subsidiaries, it provide services in India and worldwide.
ii. BCP Asia II Topco IIis controlled by funds advised and / or managed by affiliates of Blackstone Inc. It has not been engaged in providing any products / services and / or performing the business of investment holding in India or worldwide since its incorporation.
CCI approves consolidation of HPM Business of LANXESS AG and DEM Business of Koninkiljke DSM N.V. under Zehnte LXS GmbH, a JV HoldCo of Platin 2170 GmbH & LANXESS
CCI also approved the consolidation of High performance material business (HPM Business) of LANXESS Deutschland GmbH (LDG) and the Engineering materials business of Koninklijke DSM N.V. (DEM Business), a part of the Koninkiljke DSM N.V. group of companies, under Zehnte LXS GmbH, a JV HoldCo of Platin 2170 GmbH & LANXESS.
- The JV HoldCo will eventually consolidate the HPM and DEM Businesses.
Targets: HPM Business and DEM Business
What is in the consolidation?
i.The consolidation of the HPM Business and DEM Business under Zehnte LXS GmbH (JV HoldCo)
ii.The acquisition of joint control by Platin 2170 GmbH (Advent HoldCo) and LANXESS Deutschland GmbH (LDG) over JV HoldCo
iii.Post-completion shareholdings of 58-70% by Advent HoldCo and 30-42% by LDG in JV HoldCo.
About Participants of Consolidation:
i.Advent HoldCo is indirectly controlled by GPE X, a fund managed by entities ultimately controlled by Advent International Corporation, a private equity investor based in Boston.
ii.LDG is a wholly owned subsidiary of LANXESS AG, a German corporation.
- LANXESS is Chemicals Company with presence in 33 countries. Its business involves the development, manufacturing and marketing of chemical intermediates, additives, specialty chemicals and plastics.
iii.The JV HoldCo is a newly incorporated entity, which is currently wholly-owned by LDG.
iv.HPM Business is currently conducted by a group of companies, all of which are directly, or indirectly owned subsidiaries and participations of LDG.
- It engages in the manufacture, sale and marketing of high-performance thermoplastic polymers.
v.DEM Business is a part of the Koninkiljke DSM N.V. group of companies.
- It produces and sells engineering materials.
CCI approves acquisitions of commercial real estate assets by Nexus Select Trust
CCI has approved acquisition of commercial real estate assets by Nexus Select Trust which is a SEBI-registered Real Estate Investment Trust (REIT) and is backed by Blackstone.
What is in the acquisition?
i.The proposed transaction involves the direct acquisition of 100% shareholding of 15 entities viz:
- Daksha Infrastructure Pvt Ltd, Select Infrastructure Pvt Ltd, Chitrali Properties Pvt Ltd, Naman Mall Management Company Pvt Ltd, CSJ Infrastructure Pvt Ltd, Euthoria Developers Pvt Ltd, Safari Retreats Pvt Ltd, Vijaya Productions Pvt Ltd, Nexus Udaipur Retail Pvt Ltd, Nexus Hyderabad Retail Pvt Ltd, Nexus Mangalore Retail Pvt Ltd, Nexus Mysore Retail Pvt Ltd, Nexus Shantiniketan Retail Pvt Ltd, Nexusmalls Whitefield Pvt Ltd and Nexus South Mall Management Pvt Ltd.
ii.Indirect acquisition of 100% shareholding of Westerly Retail Private Limited (WRPL) (through Select Infrastructure Private Limited) and Mamadapur Solar Private Limited (MSPL) (through Nexus South Mall Management Private Limited)
iii.Direct acquisition of 50% equity shares of ITIPL from its existing shareholders by the acquirer REIT (acting through its manager),
Key Note:
i.The entities are primarily engaged in the commercial real estate sector in India.
ii.The Nexus Select Trust REIT has been set up as a contributory, determinate and irrevocable trust under the provisions of the Trusts Act for engaging in the business of owning and/or operating a portfolio of rent or income generating real estate assets, in accordance with the SEBI (Real Estate Investment Trusts) Regulations, 2014 (as amended) (“REIT Regulations”).
Recent Related News:
i.CCI handles all Goods & Services Tax (GST) anti-profiteering complaints from December 1, 2022, as the extended tenure of the National Anti Profiteering Authority (NAA) ended on November 30, 2022.
ii.CCI had approved the proposed combination of Bharat Biotech
International Limited (BBIL) for acquiring the shares of Eastman Exports Global Clothing (EEGC) Pvt Ltd through a share purchase agreement.
About the Competition Commission of India (CCI):
Acting Chairperson– Sangeeta Verma
Establishment– October 14, 2003
Headquarters– New Delhi, Delhi
