Modern Food Enterprises Private Limited and Hindustan Unilever Limited — Combination C-2015/10/315
- Case No.C-2015/10/315
Ratio decidendi
The rule this decision rests on
Where an acquirer's portfolio companies are not engaged in the same activities as the target business, and there are no vertical links between the parties, the proposed acquisition of the target's business assets is not likely to have an appreciable adverse effect on competition under the factors in section 20(4) of the Act, and it is approved under section 31(1). An approval under section 31(1) rests on the accuracy of the information furnished by the acquirer, and it stands revoked if that information is later found to be incorrect.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
Order under Section 31(1) of the Competition Act, 2002 („Act‟) CORAM: Mr. Sudhir Mital Member Mr. Augustine Peter Member Mr. U. C. Nahta Member Mr. M. S. Sahoo Member Mr. G. P. Mittal Member Legal representative: M/s Platinum Partners 1. On 1.10.2015, the Competition Commission of India received a notice filed by Modern Food Enterprises Private Limited (“Acquirer”). The notice was filed pursuant to execution of business purchase agreement (“BPA”) executed by and between the Acquirer and Hindustan Unilever Limited (“HUL”/“Target”) regarding acquisition of business pertaining to manufacture and sale of bread and certain bakery products (“Target Business”). 2. The proposed combination being an acquisition of assets falls under Section 5(a) of the Act. 3. The Acquirer is a special purpose vehicle incorporated by Everfoods Asia Pte. Limited (“Everfoods”), which is a company incorporated in Singapore. Both (Combination Registration No. C-2015/10/315) Fair Competition For Greater Good
Everfoods and the Acquirer are part of the Everstone group, which is an India and South East Asia focussed private equity and real estate investor/fund. 4. HUL, a company listed at the Bombay Stock Exchange Limited and National Stock Exchange of India Limited, is present in fast-moving consumer goods segment in India. HUL operates the Target Business under the brand name ‘Modern’. 5. The Acquirer has submitted that none of the portfolio or investee companies of the Everstone Group are engaged in the same activities as the Target Business. As a result, there are no horizontal overlaps between the Acquirer and the Target regarding the Target Business. Further, the Acquirer has submitted that there are no vertical links between the parties to the combination.
6. Considering the facts on record and details provided in the notice given under sub-section (2) of Section 6 of the Act and assessment of the proposed combination on the basis of factors stated in sub-section (4) of section 20 of the Act, the Commission is of the opinion that the proposed combination is not likely to have an appreciable adverse effect on competition in India and therefore, the Commission hereby approves the same under sub-section (1) of section 31 of the Act.
7. This order shall stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect. 8. The Secretary is directed to communicate to the Acquirer accordingly.
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