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The Competition Commission of India approves the proposed combination involving Maple Infrastructure Trust, CDPQ Infrastructures Asia III Inc., Maple Highways Pte. Ltd., and 360 ONE Private Equity Fund under Section 31(1) of the Competition Act, 2002. The combination includes the acquisition of 100 percent equity shares and certain fresh equity subscriptions in five target special purpose vehicles by Maple Infrastructure Trust, along with a fresh issuance of units by Maple Infrastructure Trust to its existing unitholders. The Commission concludes that the combination is not likely to have an appreciable adverse effect on competition in India. The order is subject to revocation if the provided information is found to be incorrect.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/01/1228
25th March 2025
Notice under Section 6(2) of the Competition Act, 2002 jointly given by Maple Infrastructure Trust, CDPQ Infrastructures Asia III Inc., Maple Highways Pte. Ltd., and 360 ONE Private Equity Fund
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
On 7th January 2025, the Competition Commission of India (‘Commission’) received a notice (‘Notice’) under sub-section (2) of Section 6 of the Competition Act, 2002 (‘Act’) jointly given by Maple Infrastructure Trust (‘MIT’), acting through its investment manager, Maple Infra InvIT Investment Manager Private Limited (‘Maple IM’), CDPQ Infrastructures Asia III Inc. (‘CDPQ Asia’), Maple Highways Pte. Ltd. (‘Maple Sponsor’), and 360 ONE Private Equity Fund (‘360 ONE Fund’), through its schemes or affiliates, acting through its investment manager, 360 ONE Alternates Asset Management Limited (‘360 ONE AAML’) [hereinafter, Maple Sponsor and CDPQ Asia are collectively referred to as the ‘CDPQ Acquirers’; 360 ONE Fund and 360 AAML are collectively referred to as ‘360 ONE’; and MIT, 360 ONE and CDPQ Acquirers collectively referred to as ‘Notifying Parties’].
The Notice was filed pursuant to the execution of Share Subscription and Purchase Agreement entered amongst Ashoka Belgaum Dharwad Tollway Limited (‘ABDTL’), Ashoka Concessions Limited (‘ACL’), Ashoka Buildcon Limited (‘ABL’) and MIT [‘ABDTL SSPA’]; Share Purchase Agreement entered amongst Ashoka Sambalpur Baragarh Tollway Limited (‘ASBTL’), ACL, ABL and MIT [‘ASBTL SPA’]; Share Purchase Agreement entered amongst Ashoka Highways (Bhandara) Limited (‘AHBL’), ACL, ABL, Viva Infrastructure Limited (‘Viva Infrastructure’) and MIT [‘AHBL SPA’]; Share Purchase Agreement entered amongst Ashoka Highways (Durg) Limited (‘AHDL’), ACL, ABL and MIT [‘AHDL SPA’]; and Share Subscription and Purchase Agreement entered amongst Ashoka Dhankuni Kharagpur Tollway Limited (‘ADKTL’), ACL, ABL and MIT [‘ADKTL SSPA’], each dated 30th October 2024 [hereinafter, ABDTL, ASBTL, AHBL, AHDL, and ADKTL are collectively referred to as ‘Target SPVs’].
The Proposed Combination envisages the following transactions:
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 20th January 2025, certain information and clarifications were sought from the Notifying Parties. The Notifying Parties submitted the response dated 27th January 2025 and 24th February 2025, after seeking an extension of time. Since the responses were incomplete, another letter was issued on 5th March 2025 and response dated 10th March 2025 was submitted by the Notifying Parties.
MIT, a private trust settled under the Indian Trusts Act, 1882, was registered as an infrastructure investment trust under the InvIT Regulations, on 24th February 2020. MIT is engaged in the business of owning and operating road assets in India, through its wholly-owned special purpose vehicles (‘SPVs’), NCR Eastern Peripheral Expressway Private Limited (‘NRPE’), and Shree Jagannath Expressways Private Limited (‘SJEPL’) [hereinafter, NRPE and SJEPL are collectively referred to as the ‘MIT Downstream Affiliates’]. MIT belongs to the CDPQ group, whose ultimate controlling entity is Caisse de dépôt et de placement du Québec (‘CDPQ’). The units of MIT are listed on the BSE Limited. The unit holders of MIT include the CDPQ Acquirers [75%] and members of the 360 ONE group [18.26%].
CDPQ Asia is a wholly-owned subsidiary of CDPQ. CDPQ is a global investment group that manages funds of its depositors, primarily comprised of public and para-public pension and insurance plans from Québec. As an institutional fund manager, CDPQ invests the funds of its depositors globally across three main asset classes: equities, fixed income and real assets. CDPQ is also a registered foreign portfolio investor under the SEBI (Foreign Portfolio Investors) Regulations, 2019. CDPQ Asia does not have any direct presence in India. CDPQ is present in India through its subsidiaries, namely, CDPQ India Private Limited, Ivanhoe Cambridge Investment Advisory (India) Private Limited, and SITQ India Private Limited.
Maple Sponsor is the sole sponsor of MIT for purposes of the InvIT Regulations and holds approximately 15% of the units of MIT. All shares of Maple Sponsor are held by CDPQ Infrastructures Asia Pte. Ltd. (‘CPDQ Infrastructures Asia’), which is a member of the CDPQ group.
The 360 ONE Fund is registered with the SEBI as a Category II Alternative Investment Fund and is established for the purpose of investing in various sectors in India and worldwide. The 360 ONE Fund is managed by its investment manager, 360 ONE AAML. 360 ONE AAML is a wholly-owned subsidiary of 360 ONE WAM Limited (‘360 OWL’). It provides investment management services to Category I and Category II alternative investment funds of the 360 ONE group. It also undertakes co-investment portfolio management services.
The Target SPVs are subsidiaries of ACL. ACL is a subsidiary of ABL, the ultimate holding company of the Ashoka group. Target SPVs are engaged by the National Highways Authority of India (‘NHAI’) to provide infrastructure concession services for toll roads and are entitled to toll collection rights on these roads. ACL holds 100% of the equity shares of ADKTL, ASBTL, and ABDTL. ACL, Viva Infrastructure Limited (a wholly-owned subsidiary of ABL), and ABL collectively hold 100% of the equity shares of AHBL. ACL and ABL collectively hold ~100% of the equity shares of AHDL.
It is submitted that the MIT Downstream Affiliates and the Target SPVs are engaged in the market for road assets (i.e., ownership and operation of certain roads and highways in India). However, MIT Downstream Affiliates and the Target SPVs do not exhibit overlap as the origin and destination point for their road assets are unique. Thus, each of the MIT Downstream Affiliates and the Target SPVs operate in separate and distinct relevant geographic markets.
It is further submitted that an affiliate of CDPQ, namely Groupe Solmax Inc. (‘Solmax’) is engaged in the manufacture and sale of geosynthetic products. It is submitted that there is no actual vertical overlap between the activities of Solmax and MIT Downstream Affiliates/Target SPVs. However, it is noted that there is a potential vertical relationship in the market for the sale of geosynthetic products in India (upstream) by Solmax and the presence of MIT Downstream Affiliates and Target SPVs in the market for road assets in India (downstream).
The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant market(s) in India.
Based on the submissions of the Notifying Parties, the Commission noted that the market share of Solmax in the geosynthetics market and MIT Downstream Affiliates and Target SPVs in the market for road assets in India is insignificant and it appears that the Proposed Combination is not likely to foreclose competition in any manner.
Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.
This order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.
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.
The Secretary is directed to communicate to the Notifying Parties accordingly.
