1. Mirae Asset Capital Markets (India) Pvt. Ltd. 2. Mirae Asset Securities Co. Ltd.

Document text

Page 1 of 6 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/01/1107 02nd April 2024 Notice under Section 6(2) of the Competition Act, 2002 given by Mirae Asset Capital Markets (India) Pvt. Ltd. and Mirae Asset Securities Co. Ltd. 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 29th January 2024, the Competition Commission of India („Commission‟) received a Notice under Section 6(2) of the Competition Act, 2002 („Act‟) given by Mirae Asset Capital Markets (India) Pvt. Ltd. („MACM‟) and Mirae Asset Securities Co. Ltd.(„MAS‟) [MACM and MAS are collectively referred to as, „Acquirers‟]. The Notice was filed pursuant to the Share Purchase Agreement dated 13th December 2023 („SPA‟) entered into between BNP Paribas S.A (‘BPS’), Sharekhan Ltd. („SKL‟), Human Value Developers Pvt. Ltd. („HVDPL‟), MAS and MACM in relation to the Proposed Combination. 2. The Proposed Combination envisages the acquisition of 100% equity stake in SKL and HVDPL, collectively by MACM and MAS, respectively (SKL and HVDPL are collectively referred to as, „Targets‟). HVDPL, a wholly-owned subsidiary of BPS, Combination Registration No. C-2024/01/1107 Page 2 of 6 currently holds 27.24% in SKL whereas the remaining shareholding of SKL is held by BPS directly. As part of the Proposed Transaction, MAS will first purchase 100% equity stake of HVDPL from BPS, through which MAS will indirectly acquire / hold the 27.24% equity stake of SKL. Further, MACM will purchase the remaining 72.76% equity stake of SKL from BPS (Acquirers and Targets are collectively referred to as, „Parties‟). 3. In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of Business relating to Combinations) Regulations, 2011 („Combination Regulations‟), the Acquirers were required to provide certain information(s)/clarification(s) relating to the Proposed Combination vide letters dated 12th February 2024 and 4th March 2024. The responses were filed by the Acquirers on 19th February 2024, 27th February 2024 and 11th March 2024. 4. MACM is a wholly owned subsidiary of MAS, primarily engaged in providing broking and advisory services through its online investment and trading platform called “m.Stock”. MAS is one of South Korea‟s leading financial institutions, inter alia engaged in wealth management, investment banking, sales and trading, and principal investment. MAS is currently listed on the Korean Exchange. 5. The relevant portfolio entities/affiliates for the Acquirers are the following: i. Raise Fintech Ventures (‘Raise’): It is one of the portfolio companies of the Mirae Asset Venture Opportunity Fund-I (affiliate of MACM) and is also present in the brokerage services business through its wholly-owned subsidiary Moneylicious Securities Pvt. Ltd. (‘MSPL’). MSPL operates under the brand name “Dhan” and is a registered stock broker for all segments including equity, equity derivatives, commodities and currency. Further, Raise (through its wholly-owned subsidiary, Valuationary Edtech Pvt. Ltd.) operates a platform called “Upsurge” which provides educational services on trading stocks. Combination Registration No. C-2024/01/1107 Page 3 of 6 ii. Mirae Asset Financial Services (India) Limited (‘MAFSL’): It is a Non- Banking Financial Institution (NBFC) engaged in the business of providing capital market lending / securities-based lending services. iii. Mirae Asset Investment Managers (India) Private Limited („MAIMI’): It operates Mirae Group‟s mutual fund business in India. 6. HVDPL is submitted to be merely an investment holding company and does not undertake any other business. SKL is engaged in the business of stock broking, commodities/ currency derivatives broking and related product and services including exchange margin funding, depository participant services, mutual fund distribution and distribution of other financial product(s) and any such distribution activities for third party providers, portfolio management services and research analyst services. 7. It is observed that certain affiliates of SKL provide similar services as that of the portfolio entities of the Acquirer Group. Espresso Financial Services Pvt. Ltd. (EFSPL) is engaged in the business of stock broking, commodities/ currency derivatives broking and depository participant services and Sharekhan BNP Paribas Financial Services Limited (SBPFSL) is a NBFC, principally engaged in the business of lending funds to clients as a systematically important non-deposit taking NBFC. Further, Sharekhan.com India Private Limited (SIPL) is engaged in the business of conducting online training courses for trading in the Indian securities market. Competition Assessment 8. It has been submitted that MAS‟s shareholding is widely dispersed with the exception of Mirae Asset Capital Co. Ltd (Mirae Asset Capital) which is the largest shareholder of MAS. Mirae Asset Capital along with its sister companies comprise the overall Mirae Group that run their business operations independently from each other and operate as three separate and independent business verticals. The Acquirers have thus, submitted that though MAS was identified as the ultimate parent entity of the MAS Combination Registration No. C-2024/01/1107 Page 4 of 6 Acquirer Group, the overlaps have been mapped taking into account other entities of the overall Mirae Group and the applicable downstream affiliates as per the materiality thresholds prescribed by the Commission („Mirae Relevant Entities‟). 9. Considering the activities of the Mirae Relevant Entities and the Targets, it is noted that they exhibit horizontal overlaps in the following markets: (i) market for provision of brokerage services in India and in its narrow sub-segments of equity, equity derivative, currency derivative, commodities derivative and subscription of IPOs; (ii) market for capital lending/ securities based lending in India and in its narrow sub- segments of loan against securities and margin funding; (iii) market for provision of educational courses on trading/ investments in India; and (iv) market for provision of depository participant services in India. 10. Besides the presence of horizontal overlaps as specified above, it is observed that Acquirer group and its affiliates exhibit vertical linkages with the Targets. The first vertical linkage arises from the presence of MAIMI in the upstream market for provision of mutual funds and the presence of SKL in the downstream market for provision of third-party distribution of mutual funds in India. The second vertical linkage arises from the presence of MACM in the upstream market for provision of investment banking services for IPOs in India and the presence of SKL in the downstream market for provision of brokerage services for IPOs in India. The third vertical linkage arises from the presence of MAIMI in the upstream market for provision of mutual funds and the presence of SKL & EFSPL in the downstream market for provision of portfolio management services in India /provision of discretionary portfolio management services (PMS) in India. 11. The Commission assessed the Proposed Combination considering all plausible relevant markets and decided to leave the precise delineation of the relevant market open as the Proposed Combination, for the reasons detailed in ensuing paragraphs, is not likely to cause an appreciable adverse effect on competition in any of the plausible alternative relevant markets that could be delineated. Combination Registration No. C-2024/01/1107 Page 5 of 6 12. Based on the submissions of the Parties, the Commission noted that the combined market shares of the Parties and incremental market shares are negligible in the identified overlapping horizontal market segments. The combined market shares of the Parties are in the range of [0-5]% in the overlapping broad as well as narrow brokerage services markets. Further, there is presence of other large players in all the broad and narrow horizontal segments, namely Groww, Zerodha, ICICI Direct, Angel One, Kotak Securities etc. in these market segments. As regards the loan against securities market in India, the combined market share of the Parties is less than 1%, besides the presence of other large players in the market such as State Bank of India, HDFC, PNB, ICICI etc. In the margin based lending services market in India also, the combined market share of the Parties is in the range of [0-5]%, besides the presence of large players like ICICI Direct, Motilal Oswal, Angel Broking etc. In the educational courses on trading/ investments market also, the Parties have a very insignificant presence, alongside other players such as Udemy, Coursera, edX etc. Lastly, in the depository participant services market in India, the combined market share of the Parties is in the range of [0-5]%, besides the presence of other players such as Groww, Zerodha, Angel One, Upstox, ICICI Direct etc. These markets appear to be fragmented given the insignificant market shares of the Parties and presence of various other players. 13. With reference to the vertical linkages, the market shares, in terms of value of assets under management, of MAIMI in the upstream markets (for first and third vertical linkage) for provision of mutual funds is in the range of [0-5] %, whereas of SKL, in the downstream markets for distribution of mutual funds and discretionary PMS is less than 1%. With reference to the second vertical linkage, the market share, in terms of volume, of MACM in the upstream market for provision of investment banking services in India and of SKL & EFSPL in the downstream market for provision of brokerage services in IPOs are both less than 1%. Further, each of these markets is highly fragmented with presence of other players. Therefore, the Parties do not seem to have the ability or incentive to cause any foreclosure in the respective markets. Combination Registration No. C-2024/01/1107 Page 6 of 6 14. 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 any appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act. 15. The order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect. 16. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 17. The Secretary is directed to communicate to the Acquirer accordingly.