1. Coforge Limited 2. Cigniti Technologies Limited

Document text

Page 1 of 4 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/05/1151 25th June 2024 Notice under Section 6(2) of the Competition Act, 2002 given by Coforge Limited and Cigniti Technologies Limited 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 21st May 2024, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), jointly given by Coforge Limited (Coforge) and Cigniti Technologies Limited (Cigniti). 2. The Notice was filed pursuant to the Share Purchase Agreement dated 2nd May 2024 executed amongst Cigniti, Coforge, and the Cigniti Promoters1 (Promoter SPA) and the Share Purchase Agreement dated 2nd May 2024 executed between, Coforge and Identified Public Shareholders (I P S SPA). 1 The promoter and promoter group, namely, Mr. Venkata Subramanyam Chakkilam, Ms. Rajeshwari Chakkilam, Mr. Chakkilam Srikanth, Mr. Pennam Sudhakar, and Ms. Sapna Pennam. Combination Registration No. C-2024/05/1151 Page 2 of 4 3. Pursuant to the proposed combination, Coforge proposes to acquire at least 50.21% and up to 54.00% of the equity share capital of Cigniti on a fully diluted basis in the manner given below: (i) Acquisition of up to 32.47% of the equity share capital of Cigniti on a fully diluted basis from the Cigniti Promoters by Coforge; and (ii) Acquisition of 17.73% of the equity share capital of Cigniti on a fully diluted basis from certain Identified Public Shareholders of Cigniti by Coforge. 4. As Cigniti's equity shares are listed on both the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE), and Coforge has agreed to acquire more than 25% of Cigniti's equity share capital, Coforge made an open offer on 2nd May 2024, to purchase an additional 26% of Cigniti's equity share capital on a fully diluted basis as per the Securities and Exchange Board of India (SEBI) (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI Takeover Regulations), from public shareholders (in addition to the Identified Public Shareholders) (Open Offer). 5. Coforge, formerly known as NIIT Technologies Limited, is a publicly listed company on the NSE and BSE, with its equity shares solely held by public shareholders. The Coforge group comprises various affiliates incorporated in India and abroad (Coforge Group). Coforge and its affiliates are engaged in providing information technology (IT) and IT-enabled services (ITeS) in India, including its sub-segments (a) IT outsourcing services which include application outsourcing services (including testing services), (b) Development and integration services including application development services, (c) IT consulting, (d) IT implementation, (e) Business Process Management (BPM), (f) Business Process Outsourcing (BPO), (g) Product/digital engineering, (h) Intelligent automation, (i) Reselling of subscription licenses, and (j) Cloud and infrastructure management. 6. Cigniti, initially incorporated as 'Chakkilam Infotech', is listed on the NSE and BSE. Following a merger with Cigniti Inc., USA, the company was renamed as 'Cigniti Technologies Limited'. Currently, the promoters of Cigniti hold 32.47% of its equity Combination Registration No. C-2024/05/1151 Page 3 of 4 share capital on a fully diluted basis, while public shareholders hold the remaining 67.53% equity share capital. Cigniti has affiliates in India and abroad (Cigniti Group). The company provides IT and ITeS including its sub-segments, (a) application outsourcing services (including software testing services) which form part of larger IT outsourcing services, and (b) application development services which form part of development and integration services in India. 7. The Commission noted that both the Coforge Group and the Cigniti Group are engaged in the broader segments of the provision of IT and ITeS. Within the IT and ITeS, the Coforge Group and the Cigniti Group are engaged in the provision of (a) IT outsourcing services; and (b) Development and integration services. Within IT outsourcing services, both are engaged in the provision of application outsourcing services in India, and within development and integration services, both are engaged in the provision of application development services in India. Accordingly, there is a horizontal overlap between the business activities of the Coforge Group and the Cigniti Group in the segments of IT and ITES, provision of IT outsourcing services, provision of application outsourcing services, provision of development and integration services, and provision of application development services in India. 8. With regard to the vertical and complementary linkages, the Commission observed that there is a potential complementary linkage/overlap between the activities of the Coforge Group and Cigniti Group, in the segment of the provision of application development services (Application Development) and provision of software testing services (Software Testing) in India. 9. The Commission observed that, considering the nature and extent of aforesaid overlaps and the competition assessment given in the subsequent paragraph, the Proposed Combination is not likely to cause a significant change in market dynamics in any of the plausible markets that could be delineated and accordingly, decided to keep the definition of relevant market open. Combination Registration No. C-2024/05/1151 Page 4 of 4 10. The Commission observed that the combined market share of the Coforge Group and the Cigniti Group, in each of the abovesaid market segments is in range of [0-5%]. Further, the aforesaid segments are characterized by the presence of several big players such as TCS, Infosys, HCL, Accenture, Wipro, etc. Further, the respective market share(s) of the Coforge Group and Cigniti Group in the segments of Application Development and Software Testing and its sub-segments is miniscule. Accordingly, neither the Coforge Group nor the Cigniti Group, has the ability, let alone incentive, to foreclose competition. Hence, in view of the highly competitive nature of the IT and ITES segments and its subsegments, the Proposed Combination is not likely to give rise to appreciable adverse effect on competition (AAEC) in India. 11. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on factors stated in Section 20(4) of the Act, the Commission is of the opinion that the proposed combination is not likely to have AAEC in India, and therefore, the Commission hereby approves the proposed combination under Section 31(1) of the Act. 12. This order may be revoked if, at any time, the information provided by Parties is found to be incorrect. 13. The information provided by Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 14. The Secretary is directed to communicate this order to the Parties.