PAMP Ventures SA — Combination C-2024/03/1123

Notice under Section 6(2) of the Competition Act, 2002 given by PAMP Ventures SA

CORAM:

Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 15 March 2024, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), given by PAMP Ventures SA (PAMP Switzerland/ Acquirer).

2. The proposed combination relates to the acquisition by PAMP Switzerland of:

a) 100% of the share capital (on a fully diluted basis) of PAMP Technologies (India) Private Limited (PAMP Technologies/ Target 1) from PAMP Holding Mauritius Limited (PAMP Mauritius/ Seller); and b) 72.65% of the share capital (on a fully diluted basis) of MMTC PAMP India Private Limited (MMTC PAMP/ Target 2) from Seller.

The above-mentioned acquisitions of Target 1 and Target 2 by Acquirer are collectively referred to as the Proposed Combination [Hereinafter PAMP Switzerland, PAMP Technologies, and MMTC PAMP are collectively referred to as the Parties.]

3. The Notice was filed pursuant to (i) The Share Purchase Agreement dated 14 March 2024 by and between PAMP Mauritius and PAMP Switzerland in relation to the acquisition of shares in PAMP Technologies (SPA 1) and (ii) The Share Purchase Agreement dated 14 March 2024 between PAMP Mauritius and PAMP Switzerland in relation to the acquisition of shares in MMTC PAMP (SPA 2).

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, vide letter dated 1 April 2024, certain information and clarifications were sought from the Acquirer. The Acquirer submitted response vide communication dated 3 April 2024.

5. PAMP Switzerland, a private company incorporated in Switzerland, is a wholly-owned subsidiary of MKS PAMP Group Limited (MKS PAMP)1. It is currently the holding company for all MKS PAMP group companies operating in the United States of America (USA) and is extending its holdings to the operating entities of MKS PAMP Group in India. PAMP Switzerland does not have any physical presence in India.

6. PAMP Technologies is a private limited company incorporated in India. PAMP Technologies captively provides information technology (IT) services to MKS PAMP Group companies. Prior to the Proposed Combination, PAMP Mauritius, a wholly owned subsidiary of MKS PAMP, held 100% share capital of PAMP Technologies. PAMP Technologies has the following three entities present in India: (i) MMTC PAMP;

1 MKS PAMP is the ultimate parent entity of MKS PAMP Group.

(ii) PAMP Speciality Services Private Limited (PAMP Speciality); and (iii) PAMP Precision Manufacturing India Private Limited (PAMP Precision).

7. MMTC PAMP is a joint venture between the MKS PAMP Group and the MMTC group, incorporated in India. MMTC holds 26% shareholding in MMTC PAMP. It is engaged in the business of refining gold and silver, having a BIS-certified refinery in Haryana. MMTC PAMP also sells gold and silver products such as coins and bars. MMTC PAMP has the following two subsidiaries in India namely: (i) PAMP Speciality; and (ii) PAMP Precision.

8. The Commission noted that the Proposed Combination is in the nature of an internal group restructuring of MKS PAMP, which is not only the parent company of the Acquirer and Seller but also the ultimate parent entity of the MKS PAMP Group. The Seller, the Acquirer, and the Targets are all, direct or indirect, subsidiaries of MKS PAMP. Accordingly, the Commission observed that based on the information available, there is no change in the market dynamics as a result of the Proposed Combination.

9. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on 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 in any of the plausible relevant market(s), and therefore, the Commission hereby approves the Proposed Combination under Section 31(1) of the Act.

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

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

12. The Secretary is directed to communicate this order to Acquirer.