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Kotak Strategic Situations India Fund II and Kotak Alternate Asset Managers Limited propose to acquire shareholding in Ace Designers Limited through equity shares and compulsorily convertible debentures. The proposed combination is a financial investment undertaken in the ordinary course of business. Acquirer 1 operates as an alternative investment fund registered with the Securities and Exchange Board of India. Acquirer 2 acts as the investment manager for Acquirer 1. Target operates in the manufacture of computer numerical controlled machines, metal components, precision assemblies for machine tools, and precision tools. The activities of the parties do not exhibit any horizontal, vertical, or complementary overlaps in India.
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CONFIDENTIAL
SUMMARY OF THE PROPOSED COMBINATION
[UNDER REGULATION 13(2) OF THE COMPETITION COMMISSION OF INDIA
(COMBINATIONS) REGULATIONS, 2024]
a) Name of the parties to the combination
a. Kotak Strategic Situations India Fund II ("Acquirer 1");
b. Kotak Alternate Asset Managers Limited (erstwhile Kotak Investment Advisors Limited) ("Acquirer 2") (collectively, the "Acquirers"); and
c. Ace Designers Limited ("Target").
The Acquirers and the Target are collectively referred to as the "Parties".
b) The nature and purpose of the combination
Nature of the Combination
The Acquirers propose to acquire shareholding in Target through a combination of equity shares and compulsorily convertible debentures (on a fully diluted basis) ("Proposed Combination").
The Proposed Combination is notifiable under Section 5(a)(i)(A) of the Competition Act, 2002 (as amended).
Purpose of the Combination
Acquirer 2 (the investment manager of Acquirer 1) proposes to invest alongside Acquirer 1 since the proposed combination presents a strong financial investment opportunity and is expected to generate favourable returns.
c) The products, services and business(es) of the parties to the combination
Acquirers
Acquirer 1 is an alternative investment fund ("AIF") registered with the Securities Exchange Board of India ("SEBI") under the SEBI AIF Regulations, 2012. Acquirer 1 is managed by Acquirer 2.
Acquirer 2 is the investment manager for Acquirer 1. It manages the investment decisions and undertakes the day-to-day management of the operations of Acquirer 1. It is submitted that, in addition to managing Acquirer 1, Acquirer 2 manages multiple other AIFs in India.
Target
d) The respective markets in which the parties to the combination operate CONFIDENTIAL
The activities of the Parties' (including their affiliates) do not exhibit any horizontal, vertical, or complementary overlaps in any of the plausible relevant markets in India.
Accordingly, the Proposed Combination is being notified under Section 6(4) of the Competition Act read with Rule 3 of the Competition (Criteria of Combination) Rules, 2024.
CONFIDENTIAL
