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APAC Company XXIX Limited and BC Asia Investments XX Limited acquire shareholding and certain rights in RSB Transmissions (I) Limited along with an internal restructuring of the RSB group. The acquirers operate as investment holding companies under Mauritius law and are indirectly owned by funds managed by Bain Capital. The target manufactures automotive engineering components in India. The combination and restructuring do not result in horizontal, vertical, or complementary overlaps in India. The parties notify the combination under the green channel route.
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SUMMARY OF THE COMBINATION
[UNDER REGULATION 13(2) OF THE COMPETITION COMMISSION OF INDIA (COMBINATIONS) REGULATIONS, 2024]
(a) Name of the parties to the combination
(i) APAC Company XXIX Limited ("Acquirer 1");
(ii) BC Asia Investments XX Limited ("Acquirer 2"); and
(iii) RSB Transmissions (I) Limited ("Target").
The Acquirer 1 and Acquirer 2 are collectively, "Acquirers". The Acquirers and Target are collectively, "Parties".
Certain other notifying parties which are part of an internal restructuring of the RSB group ("RSB Group Restructuring") are set out in the notice in Form – I.
(b) The nature and purpose of the combination
The Acquirers propose to acquire shareholding and certain rights in the Target ("Proposed Combination"). The Proposed Combination is notifiable to the Hon'ble Competition Commission of India under Section 5(a) of the Competition Act, 2002 (as amended).
The Proposed Combination represents an investment opportunity for Bain Capital, which is consistent with Bain Capital's aim to generate attractive investment returns. The Proposed Combination presents a business opportunity for the Target to partner with an experienced investor.
The RSB Group Restructuring is in the nature of an internal reorganization. The RSB Group Restructuring is being undertaken solely to simplify the corporate structure of the entities belonging to the RSB group.
(c) The products, services, and business(es) of the parties to the combination
Acquirers
Target
The Target is engaged in the business of manufacturing automotive engineering components such as propeller shafts, gears, gear boxes, axles, 5th wheel coupling, machined products for engine components and construction equipment aggregates in India.
The details of the business activities of the parties to the RSB Group Restructuring are provided in the notice in Form – I.
(d) The respective markets in which the parties to the combination operate
The Proposed Combination and the RSB Group Restructuring do not result in any horizontal, vertical, or complementary overlaps in any of the plausible relevant markets in India.
Therefore, the Proposed Combination and RSB Group Restructuring are being notified under the green channel route under Section 6(4) of the Competition Act, 2002 (as amended) read with Rule 3 of the Competition (Criteria of Combination) Rules, 2024 and Regulation 5(5) of the Competition Commission of India (Combinations) Regulations, 2024.
