Laws and sections by number or title, due dates, pages, and updates.
The Competition Commission of India approves the proposed combination involving the acquisition of a 20 percent interest in the BW Coal Mine by NS Blackwater Pty Limited and a 10 percent interest by JFE Steel Australia (BW) Pty Ltd. The competition commission issues this approval under Section 31(1) of the Competition Act, 2002, after determining that the transaction does not cause an appreciable adverse effect on competition in India. The notifying parties must ensure that all information provided remains correct, as the order is subject to revocation if any submitted information is found to be incorrect.
Key dates
Who is affected
If you do not comply
Ask about this competition order
COMPETITION COMMISSION OF INDIA
Combination Registration No. C-2024/12/1222
18th February 2025
Notice under Section 6(2) of the Competition Act, 2002 given by Nippon Steel Corporation, NS Blackwater Pty Limited, JFE Steel Corporation and JFE Steel Australia (BW) Pty Ltd.
CORAM:
Ms. Ravneet Kaur Chairperson
Mr. Anil Agrawal Member
Mr. Deepak Anurag Member
Order under Section 31(1) of the Competition Act, 2002
On 20th December 2024, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Nippon Steel Corporation (Nippon Steel), NS Blackwater Pty Limited (NS Blackwater), JFE Steel Corporation (JFE Steel), and JFE Steel Australia (BW) Pty Ltd. (JFE Steel BW) [Hereinafter, Nippon Steel, NS Blackwater, JFE Steel and JFE Steel BW are collectively referred to as Notifying Parties].
The Notice was filed pursuant to the inter alia execution of (i) Asset Sale Agreement, dated 21st August 2024, executed amongst Whitehaven Blackwater Pty Ltd (WHCB), South Blackwater Coal Pty Ltd (SBC), Whitehaven Coal Limited (WHC), NS Blackwater, and Nippon Steel Australia Pty. Limited (Nippon ASA); (ii) Land Sale Agreement, dated 21st August 2024, executed amongst WHCB, SBC, WHC, NS Blackwater, and Nippon Steel Australia Pty. Limited (Nippon LSA); (iii) Asset Sale Agreement, dated 21st August 2024, executed amongst WHCB, SBC, WHC, JFE Steel BW, and JFE Steel Australia Resources Pty Ltd (JFE ASA); and (iv) Land Sale Agreement, dated 21st August 2024, executed amongst WHCB, SBC, WHC, JFE Steel BW, and JFE Steel Australia Resources Pty Ltd (JFE LSA).
The proposed transaction sought to be brought into effect, as notified by the Notifying Parties, entails the following: (a) Proposed Nippon Transaction entailing the proposed acquisition of a 20% interest in the BW Coal Mine (Target) by NS Blackwater (Proposed NS Blackwater Investment) and a long-term coal offtake rights agreement, which confers a right on Nippon Steel to enter into agreements with Blackwater Marketing Pty Ltd., to purchase coking coal from the BW Coal Mine (Target) (Proposed Nippon Offtake Agreement); and Proposed JFE Transaction entailing the proposed acquisition of a 10% interest in the Target by JFE Steel BW (Proposed JFE Steel BW Investment) and a long-term coal offtake agreement between JFE Steel and Blackwater Marketing Pty Ltd., to purchase coal from the Target (Proposed JFE Offtake Agreement).
In terms of the notifiability, the Commission observed that the Proposed NS Blackwater Investment and Proposed JFE Steel BW Investment are in themselves, without including the Proposed Nippon Offtake Agreement and Proposed JFE Offtake Agreement, reportable/notifiable transactions under the Act. Accordingly, only the Proposed NS Blackwater Investment and Proposed JFE Steel BW Investment (hereinafter, Proposed Combination) are considered within the scope of the Proposed Combination in the ensuing paragraphs of this Order.
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 3rd January 2025, certain information and clarifications were sought from the Notifying Parties. The response to this letter was submitted by the Notifying Parties on 23rd January 2025. The Notifying Parties also submitted additional information vide voluntary submissions given on 4th February 2025.
Nippon Steel is a Japan-based steelmaker with manufacturing bases in Japan and more than fifteen (15) countries worldwide. The Nippon Steel Group undertakes business in four (4) areas, i.e. steelmaking and steel fabrication, engineering and construction, chemicals and materials, and system solutions. In India, Nippon Steel is engaged in the business of manufacturing tubes and pipes, automotive cold rolled steel sheets, crankshafts, and auto-parts and also imports and sells products such as wires, steel sheets, welding materials, rolls and iron casting products, stainless steel, etc.
NS Blackwater is a wholly-owned subsidiary of Nippon Steel Australia Pty Ltd., which, in turn, is a wholly-owned subsidiary of Nippon Steel. As such, Nippon Steel is the holding company of NS Blackwater and ultimate parent entity of the Nippon Steel Group (Acquirer Group 1).
JFE Steel is a steelmaker engaged in the total steel-making process globally. In India, JFE Steel is engaged in steel-making through its affiliates. It is also involved in engineering activities for construction, and global trading activities through its affiliates globally and in India. JFE Steel is ultimately owned by JFE Holdings, which is the ultimate parent entity of the JFE Group (Acquirer Group 2).
JFE Steel BW (an indirect wholly owned subsidiary of JFE Steel), is a newly incorporated entity, for the purposes of the Proposed JFE Transaction. It does not have any business activities in India or globally.
The BW Coal Mine is an open-cut mine in Queensland, Australia. BW Coal Mine has been operating since 1967. It produces low-ash, low-sulphur metallurgical coal products as well as high energy thermal coal, predominantly for the export market. BW Coal Mine’s activities in the Indian market focuses on supplying metallurgical coal for steelmaking. The land titles listed under the binding documents, collectively constitute all of the land interests comprising the BW Coal Mine, and therefore, collectively form part of the Blackwater Assets.
For the purpose of overlap assessment, the Commission has considered the activities of (I) Acquirer Group 1, Nippon Steel, NS Blackwater vis-a-vis the BW Coal Mine (including their affiliates), and (II) Acquirer Group 2, JFE Steel and JFE Steel BW vis-a-vis the BW Coal Mine (including their affiliates). Considering their presence, it was observed that affiliates of the Acquirer Group 1, namely, Elk Valley Mining Limited Partnership and Moranbah North JV, and an affiliate of the Acquirer Group 2, i.e., Byerwen Coal Pty Ltd (Byerwen JV), exhibit a horizontal overlap with the Target, respectively, in the market for sale of coal (including the sub – segment of coking coal) in India.
The Commission observed that, considering the nature and extent of aforesaid overlap and the competition assessment given in the subsequent paragraph, the Proposed Combination is not likely to cause a significant change in market dynamics in any of the plausible markets that could be delineated and accordingly, decided to keep the definition of relevant market open.
The combined market share of both (I) Acquirer Group 1, Nippon Steel, NS Blackwater, BW Coal Mine (including their affiliates), and (II) Acquirer Group 2, JFE Steel, JFE Steel BW and BW Coal Mine (including their affiliates), in the horizontally overlapping market for sale of coal in India and the sub – segment of coking coal is in the range of [0-5]% and [5-10]%, respectively. Further, the market segments are fragmented with the presence of other competitors in each of the market segment that has been analysed. Therefore, given the limited presence of the aforementioned enterprises and/or their affiliates, none of them possess the ability or incentive to cause foreclosure in either of the market segments.
Further, given the presence of affiliates of Acquirer Group 1 and Acquirer Group 2 in the market for sale of finished steel in India, a vertical linkage arises wherein the BW Coal Mine’s presence in the market for sale of coking coal in India (Upstream Market) can be seen vis-à-vis the presence of the respective affiliates of Acquirer Group 1 and Acquirer Group 2 in the downstream market segment of sale of finished steel in India.
With respect to the upstream market for sale of coking coal, the market share of BW Coal Mine is in the range of [0-5]%. On the other hand, the market shares of the Acquirer Group 1 and Acquirer Group 2 (inclusive of their respective affiliates) in the downstream market, on the basis of production/shipment, is in the range of [5-10]% and [15-20]%, respectively. Given the limited market presence of the Acquirer Gorup 1 and Acquirer Group 2 and/or their affiliates in the vertically overlapping markets, coupled with the presence of significant competitors, it appears that none of these enterprises possess the ability or incentive to cause foreclosure in any of the markets.
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.
The 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.
