Jointly by M/s Ascend Telecom Infrastructure Private Limited, Secunderabad and M/s GIP EM Ascend 2 Pte. Ltd., Singapore — Combination C-2023/03/1014

COMPETITION COMMISSION OF INDIA

3 May 2023 Notice under Section 6(2) of the Competition Act, 2002 given by Ascend Telecom Infrastructure Private Limited and GIP EM Ascend 2 Pte. Ltd.

CORAM:

Ms. Sangeeta Verma Acting Chairperson

Mr. Bhagwant Singh Bishnoi Member Order under Section 31(1) of the Competition Act, 2002

1. On 27 March 2023, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act), given by Ascend Telecom Infrastructure Private Limited (Ascend) and GIP EM Ascend 2 Pte. Ltd. (GIP EM) (individually ‘Acquirer’, collectively ‘Acquirers’). The Notice was filed pursuant to the execution of the share purchase agreement dated 30 January 2023 (SPA) by and between the Acquirers and Tower Vision Mauritius Limited (Seller).

Proposed Combination

2. The proposed combination envisages acquisition of 100 percent of the issued and fully paid-up ordinary equity shares of Tower Vision India Private Limited (Target) and its nominee Quadrangle (TVM) Mauritius Limited pursuant to the SPA (Proposed Combination) (hereinafter the Acquirers and Target are collectively referred to as the ‘Parties’). Through the Proposed Combination, Ascend and GIP EM will respectively acquire 92.7 percent and 7.3 percent of the total shareholding in the Target.

Parties to the Proposed Combination

3. Each Acquirer is entirely owned by funds / investment vehicles managed by entities that are ultimately controlled by Global Infrastructure Management LLC (GIM LLC) (the Acquirers belong to the GIP group). GIM LLC is an independent, specialist infrastructure fund manager which invests in high-quality infrastructure assets in the energy, transport and water/waste industries.

4. Ascend is engaged in the business of providing passive telecommunication infrastructure services through towers and small cell sites in India. A subsidiary of Ascend, Demello Telepower Private Limited, is engaged in the business of providing passive telecommunication infrastructure services through towers in Goa. Apart from passive telecommunication infrastructure services through towers, Ascend is also engaged in provision of certain other services viz., passive telecommunication infrastructure services to customers such as National Long-Distance Providers (NLDs); dark fibre for small cell sites; and passive infrastructure setup for Fibre to the X (FTTX) and Fibre to the Home (FTTH) service provided by License Holders/Telecom Operators.

5. As stated, GIP EM is a newly incorporated entity and does not have any physical presence in India.

6. The Target is controlled by the Seller. The Target is also engaged in providing passive telecommunication infrastructure through towers and small cell sites in India. In addition to the above, the Target also provides dark fibre at small cell locations, network neutral passive infrastructure FTTX and FTTH services.

Competition Assessment

7. Telecom infrastructure is primarily divided into ‘active’, ‘backhaul’, and ‘passive’. Both Ascend and Target are primarily engaged in the business of providing passive telecommunication infrastructure services through towers in India. Such infrastructure services are carried out by the Parties by owning standalone telecommunication towers, which they construct, maintain and lease to TSPs, ISPs and other entities that have licenses under Section 4 of Indian Telegraph Act, 1885. The Commission observed that the presence of the Parties considering their revenues, scope of operations, nature of service etc., in the segments of provision of dark fibre at small cell locations, network neutral passive infrastructure FTTX and FTTH services is insignificant and accordingly these segments are not required to be assessed any further.

8. As regards the provision of passive telecommunication infrastructure services through towers in India, for the purpose of competition assessment, the Commission considered the relevant product market as the overall market for provision of passive telecommunication infrastructure services through towers. In terms of geographical context, the Commission consider the Parties’ pan India presence as well as presence in each of the designated 22 telecommunications licensed service areas or telecom circles identified by the Department of Telecommunications, Government of India. The Commission, however, decided to leave the exact 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 any of the plausible relevant markets that could be delineated.

9. The Commission observed that as per the market share estimates provided by the Acquirers, the combined market share of the Parties pan-India in terms of number of towers as well as tower tenancies is less than 5 percent. The combined market share of the Parties for 20 of the 22 telecom circles in both the aforesaid terms is also less than 5 percent and less than 10 percent in the remaining two telecom circles. The presence of the Parties as reflected in aforesaid market shares is not significant enough to cause any appreciable adverse effect on competition. Further, both at pan-India level and at telecom circle level, there are other significant competitors of the Parties viz., Indus Towers Limited, ATC Telecom Infrastructure Private Limited, Summit Digitel Infrastructure Limited etc. which would continue to exercise competitive constraints on the Parties.

10. 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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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

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

13. The Secretary is directed to communicate to the Acquirers accordingly.