EQT AB — Combination C-2022/05/932

Notice under Section 6(2) of the Competition Act, 2002, jointly given by EQT AB and Mr. Jean Eric Salata Rothleder

CORAM:

Mr. Ashok Kumar Gupta Chairperson

Ms. Sangeeta Verma Member

Mr. Bhagwant Singh Bishnoi Member

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

1. On 27th May 2022, the Competition Commission of India (‘Commission’) received a Notice under Section 6(2) of the Competition Act, 2002 (‘Act’), given by EQT AB (‘Acquirer’). The Notice was filed pursuant to the execution of: (i) Securities Purchase and Merger Agreement (‘SPA’) executed, inter alios, amongst the Acquirer, Barings Private Equity Asia Group Holdings Limited, Barings Private Equity Asia Group Limited (‘BPEA’), and Mr. Jean Eric Salata Rothleder (‘BPEA Founder’), dated 16th March 2022; and (ii) Term Sheet executed between the Acquirer and BPEA Founder, dated 16th March 2022 (‘Term Sheet’).

2. The Proposed Combination envisages the following:

Step 1: Acquirer acquiring (including by way of merger) (i) all the shares and sole control (indirectly through one or more wholly owned subsidiaries) of BPEA and its subsidiaries (‘BPEA Group’); and (ii) 100% of the general partner entities (‘GPs’)1 which control each of the funds managed or advised by the BPEA Group (or its affiliates), from the BPEA Founder (to the extent not already owned by the BPEA Group) [Hereinafter, BPEA Group and GPs are collectively referred to as ‘Targets’]. Consequently, the Acquirer would control the portfolio companies in turn controlled by the funds managed or advised by BPEA.

Step 2: As consideration, shareholders (including BPEA Founder) that directly or indirectly hold interests in the BPEA Group will receive cash consideration as well as shares amounting to approximately 16% of the Acquirer on the basis of their prorata ownership of the BPEA Group. Resultantly, BPEA Founder will acquire [5-10]% of the equity share capital of the Acquirer.

3. Subsequent to the Proposed Combination, EQT’s private capital business in the APAC region will be merged into that of BPEA, and the BPEA Founder will head this combined business. The BPEA Founder will also join EQT’s executive committee.

4. In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of Business relating to Combinations) Regulations, 2011 (‘Combination Regulations’), vide letter dated 15th June 2022, certain information and clarifications were sought from the Acquirer. The responses were submitted on 7th July 2022 and 19th July 2022, after seeking extension of time. Since the responses filed were incomplete, vide letter 26th July 2022, parties were required to provide complete information. The response was submitted on 1st August 2022. In response to the 15th

1 The GPs consist of (i) Baring Private Equity Asia GP III Limited, (ii) Baring Private Equity Asia GP IV Limited, (iii) Baring Private Equity Asia GP V Limited, (iv) Baring Private Equity Asia GP VI Limited, (v) Baring Private Equity Asia GP VII Limited, (vi) BPE Asia Real Estate GP Limited, (vii) BPEA Real Estate GP II Limited, (viii) BPEA General Partner Limited, (ix) BPEA TFO Partnership GP Limited, and (x) BPEA Growth Fund GP Limited.

June 2022 communication, BPEA Founder also became notifying party by furnishing relevant documents [Hereinafter, Acquirer, Targets and BPEA Founder are collectively referred to as ‘Parties’].

5. Further, the Parties, vide email dated 12th August 2022, submitted certain additional information by way of voluntary submission.

6. The Acquirer is headquartered in Sweden and has presence in 23 countries. It is a global investment organisation focused on active ownership strategies, with approximately EUR 73 billion in assets under management across 28 active funds within two business segments – private capital and real assets. The Acquirer’s group comprises the Acquirer and its direct and indirect subsidiaries, which include general partners and fund managers of EQT funds and entities advising EQT funds. The Acquirer does not have any business activities in India, and its presence is limited to its portfolio companies, which either have assets in India or generate revenue from India.

7. BPEA Group, dual-headquartered in Hong Kong and Singapore, is a Pan-Asian private markets firm, with fee paying assets under management of approximately USD 20 billion. It manages a private equity investment program, sponsoring buyouts and providing growth capital to companies for expansion or acquisitions, with a particular focus on the Asia Pacific region, as well as dedicated funds focused on private real estate and private credit. The BPEA Group and its affiliates advise private equity funds active in several different markets, including technology, education, business services, manufacturing, logistics, healthcare, and consumer sectors.

8. The BPEA Group is present in India through its three Indian subsidiaries, namely, BPEA Advisors Private Limited (‘BPEA Advisors’), BPEA Services Private Limited (‘BPEA Services’), and BPEA Investment Managers, and its investments in companies which have a presence in India. It has been submitted that BPEA Advisors and BPEA Services form a part of BPEA’s credit business, and these will not be transferred to the Acquirer under the Proposed Combination.

9. The BPEA Founder is also BPEA’s Chief Executive and Founding Partner. Each BPEA fund acts through its own general partner, which is ultimately controlled by the BPEA Founder. The BPEA Founder does not have any investments in India except through BPEA’s portfolio companies. BPEA Founder will also retain BPEA’s credit business post the Proposed Combination.

10. Based on the activities of the Acquirer (including its relevant portfolio companies), its certain shareholders (considering their shareholding/board representation), Targets (including BPEA Group’s relevant portfolio companies), and the BPEA Founder, it is noted that these exhibit horizontal overlap in the market for private equity investment in India.

11. The Commission decided to leave the delineation of the relevant market open as it was observed that the Proposed Combination is not likely to cause an appreciable adverse effect on competition in the relevant market.

12. Based on the submission of the Parties, the assessment for private equity investment market in India was carried out on the basis of three parameters, viz., number of deals, total deal value, and assets under management in India. It is observed that the combined market share of the Parties is in the range of [0-5]% in terms of number of deals and total deal value in India and in the range of [5-10]% in terms of assets under management. The incremental market share of the Parties is insignificant. Further, it is submitted by the Parties that the market comprises several large and well-established global players, including the Blackstone Group, KKR & Co., CVC Capital Partners, Advent International, Apollo Global Management, Carlyle Group, TPG Group, Warburg Pincus LLC, and ChrysCapital.

13. 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 any appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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

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

16. The Secretary is directed to communicate to the Acquirer and BPEA Founder accordingly.