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The Competition Commission of India approves the combination involving the acquisition of assets of Nagarjuna Fertilizers and Chemicals Limited and the entire shareholding of Greenko ZeroC Private Limited by AM Green Ammonia (India) Private Limited. The Commission determines that the proposed combination does not cause any appreciable adverse effect on competition in India. The approval is subject to the condition that the information provided by the acquirers remains correct. If the information is incorrect, the order stands revoked.
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COMPETITION COMMISSION OF INDIA Combination Registration No. 2024/02/1111
Non-Confidential
2nd April 2024
Notice under Section 6(2) of the Competition Act, 2002 filed by AM Green B.V., AM Green Ammonia Holdings B.V., AM Green Ammonia B.V., AM Green Ammonia (India) Private Limited, Baker Street Investment Pte. Ltd., Gentari International Renewables Pte. Ltd. and Platinum Rock B 2014 RSC Limited (acting in its capacity as the trustee of the Platinum Stone A 2014 Trust)
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
On 12th February 2024, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) filed by AM Green B.V. (AMG), AM Green Ammonia Holdings B.V. (AMGAH), AM Green Ammonia B.V. (AMGA), AM Green Ammonia (India) Private Limited. (AMG India), Baker Street Investment Pte. Ltd. (BSI), Gentari International Renewables Pte. Ltd. (Gentari) and Platinum Rock B 2014 RSC Limited (Platinum Rock) (acting in its capacity as the trustee of the Platinum Stone A 2014 Trust) (Platinum Stone Trust) [AMG, AMGAH, AMGA, and AMG India are collectively referred to as “AMG Entities”. Further, the AMG Entities, BSI, Gentari and Platinum Rock are collectively referred to as “Acquirers”].
The notice has been filed inter alia pursuant to the Investment Agreement dated 27th October 2023 executed among inter alia BSI and AMG (BSI IA); Investment Agreement dated 27th October 2023 executed among inter alia Gentari, and AMGA (Gentari IA); AMG India’s offer letter to the lenders of Nagarjuna Fertilizers and Chemicals Limited (NFCL) dated 14th December 2023 and revised offer letter dated 12th January 2024 (NFCL Assets Offer Letters); Securities Subscription Agreement dated 22nd January 2024 executed between AMG and AMG India (AMG India SSA); Amendment Deed to the BSI IA dated 27th January 2024 executed among inter alia Platinum Rock, BSI and AMG (ADIA DoA); Share Purchase Agreement dated 30th January 2024 executed among AMG India, Greenko ZeroC Private Limited (ZeroC) and Greenko Energies Private Limited (i.e., the seller) (ZeroC SPA).
The proposed transaction involves: (a) NFCL Asset Acquisition: Acquisition of NFCL Assets1 by AMG India using proceeds of investments received from the AMG Entities, BSI, Gentari, and Platinum Rock; and (b) ZeroC Acquisition: Acquisition of 100% shareholding of ZeroC by AMG India using proceeds of investments received from the AMG Entities, BSI, Gentari, and Platinum Rock [NFCL Assets and ZeroC are collectively referred to as “Targets”].
It is stated in the notice that while ZeroC and the NFCL Assets are the ultimate targets of the Acquirers and would be acquired by AMG Entities (and therefore the AMG Entities are part of the Acquirers), [-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------2-----------]
1 The NFCL Asset Acquisition is proposed to be achieved through an asset sale of certain assets of NFCL pertaining to its urea and micro-irrigation business, namely, Kakinanda urea plant, Ida Nacharam unit, Sadasivpet unit, and Halol unit and all movable fixed assets of NFCL (NFCL Assets).
2 Greenko ZeroC Limited, which is an affiliate of Greenko Energy Holdings (GEH), has an existing joint venture with John Cockerill Hydrogen S.A.S (Electrolyser JV). It is contemplated that the stake held by Greenko ZeroC
[-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------] [The Acquirers and the Targets are collectively referred to as the “Parties”]
Limited in the Electrolyser JV will eventually be transferred to AMG. [-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------]
3 By virtue of subscribing to ~20% of the issued and paid-up equity share capital of AMGAH, BSI, will hold ~14.2% of the issued and paid-up equity share capital of AMGA on a look-through basis.
The BSI-AMGAH Investment, [-------------------------------------------------------] are collectively referred to as the “BSI Investment”.
(iv) Platinum Rock Investment in AMGAH/ AMGA Platinum Rock will invest in AMGAH by subscribing to 5.714% of the issued and paid-up equity share capital of AMGAH4.
(v) [-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------]
(vi) AMG Investment in AMGAH/ AMGA: AMG will invest in AMGAH by subscribing to 74% of the issued and paid-up equity share capital of AMGAH5.
(b) Step 2: AMGAH has set up a wholly owned subsidiary, i.e., AMGA.
(c) Step 3: AMGA will utilise the proceeds from Step 2 to make an investment into AMG India, pursuant to AMG India SSA. AMG India will be 100% held by AMGA post the Proposed Combination.
(d) Step 4: AMG India will utilise the proceeds from Step 3 to undertake NFCL Asset Acquisition and ZeroC Acquisition.
Further, it is stated that since the NFCL Asset Acquisition contemplates an acquisition of assets and not of shares in a company, there are no specific rights associated with the NFCL Asset Acquisition. Further, AMG India will be wholly owned by AMGA and ZeroC will be wholly owned by AMG India post the Proposed Combination. Accordingly, there are no specific rights that either AMGA or AMG India will acquire in AMG India and ZeroC, respectively, as result of the Proposed Combination.
In terms of Regulation 14 of Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, the Commission, vide communication dated 28th February 2024, sought certain information(s)/ clarification(s), inter alia, relating to the activities of the Parties and the response to the same was received on 8th March 2024. Further, certain additional information was received, vide submissions dated 11th March 2024 and 28th March 2024.
AMG Entities/ Greenko Group
4 By virtue of subscribing to ~6% of the issued and paid-up equity share capital of AMGAH, Platinum Rock will hold ~4% of the issued and paid-up equity share capital of AMGA on a look-through basis.
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6 By virtue of subscribing to 70% of the issued and paid-up equity share capital of AMGA, AMGAH will hold 70% of the issued and paid-up equity share capital of AMG India on a look-through basis.
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8 By virtue of subscribing to 30% of the issued and paid-up equity share capital of AMGA, Gentari, will hold 30% of the issued and paid-up equity share capital of AMG India on a look-through basis.
