Summary of the Transaction
[In terms of Regulations 13(1A) of the Competition Commission of India
(Procedure in regard to the transaction of business relating to combinations)
Regulations, 2011]
A. Name of the parties to the transaction
- The names of the parties to the combination are:
- a. IDFC FIRST Bank Limited (IDFC FIRST);
- b. IDFC Financial Holding Company Limited (IDFC Holding); and
- c. IDFC Limited (IDFCL).
B. Nature and purpose of the transaction
- The proposed transaction involves the following steps:
- a. Step 1: Merger of IDFC Holding into IDFCL, with IDFCL being the
surviving entity;
- b. Step 2: Merger of IDFCL with IDFC FIRST Bank, with IDFC FIRST
Bank being the surviving entity;
- c. Step 3: Cancellation of the existing shares held by IDFC Holding in
IDFC FIRST Bank and issue of new shares of IDFC FIRST Bank to
IDFCL's shareholders, as consideration for the merger of IDFCL into
IDFC FIRST Bank; and
- d. Step 4: Reduction of the securities premium account of IDFC FIRST
Bank.
Step 1 to Step 4 are collectively referred to as the Proposed Transaction.
IDFC FIRST, IDFC Holding and IDFCL are collectively referred to as
Parties.
C. Products, services and business(es) of the parties to the transaction
IDFC FIRST
- IDFC FIRST Bank is engaged in the business of providing banking services
i.e., taking deposits; providing loans, credit cards; distributing mutual fund
and insurance products and providing other financial solutions like
corporate banking solutions, banking solutions for MSMEs, trade finance,
treasury & forex solutions and wealth management solutions.
IDFC Holding
- IDFC Holding is a non-operative financial holding company registered with
the Reserve Bank of India ("RBI") and is not permitted directly to undertake
any business activities in India. IDFC Holding is a wholly-owned subsidiary
of IDFCL.
IDFCL
- IDFCL is registered with the RBI as a non-banking financial company.
IDFCL is not directly engaged in any business operations and is the ultimate
holding company of IDFC FIRST Bank.
D. Respective markets in which the parties to the transaction operate
- There are no (i) horizontal overlaps, and / or (ii) vertical / complementary
linkages between the business activities of the Parties in India. Accordingly,
absent any horizontal, vertical or complementary linkages between the
business activities of Parties in India, the relevant market need not be
defined and may be left open.
E. Green Channel Notification
- Given the absence of any horizontal overlaps or vertical or complementary
linkages between the Parties to the Proposed Transaction, the Proposed
Transaction is being notified under the green channel route in terms of
Regulation 5A and Schedule III of the Competition Commission of India
(Procedure in regard to the transaction of business relating to
Combinations) Regulations, 2011 (as amended).
