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
1.
The parties to the combination are:
(i)
APAC Company XXIX Limited (“Acquirer 1”);
(ii)
BC Asia Investments XX Limited (“Acquirer 2”); and
(iii)
RSB Transmissions (I) Limited (“Target”).
2.
The Acquirer 1 and Acquirer 2 are collectively, “Acquirers”. The
Acquirers and Target are collectively, “Parties”.
3.
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
4.
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).
5.
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.
6.
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
7.
The Acquirers are investment holding companies incorporated under the
laws of Mauritius. The Acquirers are indirectly owned and controlled by
funds managed and/or advised by Bain Capital. Bain Capital is a private
equity investment firm that invests, through its family of funds, in
companies across a number of industries, including information
technology, healthcare, retail and consumer products, communications,
financial services and industrial / manufacturing.
Target
8.
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.
9.
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
10.
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.
11.
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.
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