Qualicon Diagnostics LLC, California, USA — Combination C-2016/12/469
- Case No.C-2016/12/469
Ratio decidendi
The rule this decision rests on
The Commission may approve a notified combination under s. 31(1) where, on the notice and the record, it is of the opinion that the combination is not likely to have an appreciable adverse effect on competition in India, assessed on the factors in s. 20(4). Where the parties state that their products are not similar, identical or substitutable, so that there is no horizontal overlap, and that there is no vertical relationship between their activities, the absence of such overlaps on the record supports that opinion and justifies approval. An approval so founded rests on the accuracy of the information furnished, 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
Notice under Section 6 (2) of the Competition Act, 2002 given by Qualicon Diagnostics LLC
CORAM:
Mr. Devender Kumar Sikri Chairperson
Mr. S.L.Bunker Member
Mr. Sudhir Mital Member
Mr. Augustine Peter Member Mr. U.C. Nahta Member
Mr. G.P. Mittal Member
Legal Representative: Chandhiok & Associates
Order under Section 31(1) of the Competition Act, 2002
1. On 28th December, 2016, the Competition Commission of India (hereinafter referred to as the “Commission”) received a notice given by Qualicon Diagnostics LLC (“Qualicon”), pursuant to a Purchase Agreement (“PA”) dated 13th December 2016, entered into between Qualicon, E. I. DuPont de Nemours and Company (“DuPont”) and Hygiena Borrower LLC (“Hygiena Borrower”). (Hereinafter, Qualicon, DuPont and Hygiena Borrower are collectively referred to as “Parties”).
COMPETITION COMMISSION OF INDIA For Greater Good
2. The proposed combination, filed under sub-section (2) of Section 6 read with sub-section (a) of Section 5 of the Competition Act, 2002 (“Act”), relates to acquisition of food safety diagnostic business (“Target Business”) of DuPont by Qualicon. 3. Hygiena Borrower, a limited liability company incorporated in USA, is controlled by the Warburg Pincus, which is a private equity firm registered in USA. Hygiena Borrower is holding company of Hygiena LLC and Qualicon. 4. Qualicon and Hygiena LLC are limited liability companies, incorporated in USA. While Qualicon is a special purpose vehicle and currently is not engaged in any business operations, Hygiena LLC is, inter-alia, engaged in manufacturing sanitation verification devices used in the food industry to perform hygiene control functions. 5. DuPont, a company incorporated in USA, is inter-alia, engaged in manufacturing and sale of various products in sectors such as agriculture, nutrition and health and performance chemicals. 6. It is stated in the notice that the products manufactured and/or sold by Hygiena as well as portfolio companies of Warburg Pincus in India are not similar/identical to or substitutable with the products of Target Business. Therefore, there is no horizontal overlap between the activities of the Parties to the proposed combination. 7. As stated in the notice, there are no vertical relationships between the activities of the Parties. 8. Considering the facts on record, 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 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. 9. This order shall stand revoked if, at any time, the information provided by the Parties is found to be incorrect. 10. The information provided by the parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
COMPETITION COMMISSION OF INDIA For Greater Good
11. The Secretary is directed to communicate to the parties accordingly.
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