SUMMARY OF THE PROPOSED COMBINATION
IN TERMS OF REGULATION 13(2) OF THE COMPETITION COMMISSION OF INDIA
(COMBINATIONS) REGULATIONS, 2024
A. Name of the parties to the proposed combination.
- The parties to the combination are:
i.
Indigo Cove Investments B.V. (Indigo Cove / Acquirer 1)
ii.
Bharti Neo Ventures Limited (BNVL / Acquirer 2)
iii.
Haier Appliances (India) Private Limited (Haier / Target)
- Indigo Cove, BNVL and Haier are collectively referred to as the “Parties”.
B. Nature and Purpose of the Combination.
- The proposed transaction involves the acquisition of approximately ~49% equity
shareholding in Haier together by Indigo Cove and BNVL, on a fully diluted basis,
through a combination of primary subscription and secondary purchase of shares of
Haier (Proposed Transaction). The Proposed Transaction is an acquisition and falls
under Section 5(a)(i)(A) of the Competition Act, 2002.
C. Products, Services and Business(es) of the Parties.
Indigo Cove / Acquirer 1
- Acquirer 1 is an investment holding company incorporated in the Netherlands.
BNVL / Acquirer 2
- Acquirer 2 is an indirect wholly owned subsidiary of the Bharti group and does not
have any business operations in India or worldwide.
Haier / Target
- The Target is 100% indirectly owned by Haier Smart Home Co., Ltd. It is involved in
the research and development, manufacturing, marketing and promotions,
distribution, and trading of home appliances. It is also involved in the manufacturing
and trading of commercial refrigerators, freezers, and air conditioners.
D. Relevant Market(s) in which the Parties to the Combination operate.
- There are no (a) horizontal overlaps; and/ or (b) vertical/ complementary links between
the activities of the Parties and their respective groups/ affiliates, in India. Accordingly,
absent any horizontally overlapping and/ or vertical/ complementary business
activities of the Parties in India, the relevant market does not need to be defined and
may be left open, as the Proposed Transaction will not lead to any adverse effect on
competition in India.
- Accordingly, the Proposed Transaction is notified under Section 6(4) of the
Competition Act, 2002 (as amended), read with Rule 3 of the Competition (Criteria of
Combination) Rules, 2024.