1. Bharti Airtel Limited 2. Lion Meadow Investment Ltd.

Document text

Page 1 of 4 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2023/10/1074 2nd April 2024 Notice jointly given by Bharti Airtel Ltd. and Lion Meadow Investment Ltd. pursuant to the directions issued under Sections 20(1) and Section 43A of the Competition Act, 2002 (‘Act’) read with Regulation 8(2) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (‘Combination Regulations’) 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 31st October 2023, the Competition Commission of India (‘Commission’) received a Notice jointly given by Bharti Airtel Ltd. (‘BAL’) and Lion Meadow Investment Ltd. (‘LMIL’). The notice has been filed pursuant to the directions of the Commission, issued under Regulation 8(2) of the Combination Regulations, to BAL and LMIL vide order dated 23rd August 2023. Combination Registration No. C-2023/10/1074 Page 2 of 4 2. The notice is filed in relation to acquisition of 20% shareholding in Bharti Telemedia Limited (‘BTL’) by BAL from LMIL (‘Step 1’) and acquisition of 0.664% shares in BAL by LMIL (‘Step 2’) [Hereinafter, Step 1 and Step 2 are collectively referred to as the ‘Combination’ and BAL and LMIL are collectively referred to as ‘Notifying Parties’]. 3. Earlier, in response to an inquiry initiated under Sections 20(1) and 43A of the Act, it was submitted that the Notifying Parties and BTL executed an Investment Agreement dated 17th February 2021. The Combination was consummated on 22nd March 2021. The Commission vide its order dated 23rd August 2023, passed under Section 43A of the Act, inter alia, observed that there was an obligation on BAL and LMIL to file a notice under Section 6(2) of the Act, prior to consummation of the Combination. Accordingly, the Commission directed both BAL and LMIL to file notice in an appropriate form, in relation to the Combination. 4. BAL, a public listed company incorporated under the laws of India, is engaged in the provision of telecommunication services. It is a global communications solutions provider with customers in 17 countries across South Asia and Africa. 5. BTL, a public limited company incorporated under the laws of India, is a wholly-owned subsidiary of BAL. Both BAL and BTL offer their services under the brand name ‘Airtel’ in India. BTL is engaged in the business of distributing multi-channel television programs directly to subscriber premises by using satellite systems in India. Its principal activities consist of setting up, operating, and maintaining Direct-to-Home (‘DTH’) through digital and other modes of broadcasting service and include broadcasting of interactive and personalised content within India. 6. Bharti Enterprises (Holding) Private Limited (‘BEHPL’) is the ultimate holding company of BAL and BTL. One of the portfolio companies of BEHPL group, namely Dixon Electro Appliances Private Limited (‘Dixon’) is primarily engaged in the business of manufacture and sale of electronic goods, including digital set-top boxes. Combination Registration No. C-2023/10/1074 Page 3 of 4 7. LMIL, a private limited company incorporated under the laws of Mauritius, is primarily engaged in investment holding activities. LMIL is an affiliate of Warburg Pincus LLC (‘Warburg Pincus’). Warburg Pincus is a member-owned private equity firm headquartered in the United States of America and acts as a manager to certain private equity funds. 8. It is submitted that there is no horizontal overlap between the business activities of the BEHPL (including its group entities/affiliates such as BAL) and BTL. With regard to vertical/complementary overlaps, there is a relationship between BTL with Dixon which arose post the consummation of Combination. Dixon is present in the market for the manufacture and sale of digital set-top boxes in India and BTL is engaged in the market for aggregation and distribution of TV channels to homes through DTH services in India. 9. The Commission decided to leave the delineation of the relevant market open, as it was observed that the combination is not likely to cause an appreciable adverse effect on competition in any of the plausible relevant market(s) in India. 10. Based on the submissions of the Notifying Parties, the Commission noted that Dixon is a new entrant in the market and its market share is minuscule. Thus, it appears that the supply relationship between Dixon and BTL, as mentioned supra, is insignificant to raise any competition concerns. 11. Further, BEHPL (including its group entities/affiliates) has certain existing supply arrangements/related party transactions with BTL, which are also insignificant to raise any competition concerns. 12. Considering the material on record, including the details provided in the Notice and the assessment of the Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Combination has not caused or is not likely to cause an appreciable adverse effect on competition in India. Therefore, the Commission approves the same under Section 31(1) of the Act. Combination Registration No. C-2023/10/1074 Page 4 of 4 13. This order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect. 14. The information provided by the Notifying Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 15. The Secretary is directed to communicate to the Notifying Parties accordingly.