SUMMARY OF THE PROPOSED COMBINATION Summary in terms of Regulations 13 (1A) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations), 2011 (as amended) A. Name of the parties to the combination 1. The names of the parties to the combination are: (a) Valkyrie I…
SUMMARY OF THE PROPOSED COMBINATION Summary in terms of Regulations 13 (1A) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations), 2011 (as amended) A. Name of the parties to the combination 1. The names of the parties to the combination are: (a) Valkyrie Investment Pte. Ltd. (“Valkyrie”); (b) Anahera Investment Pte. Ltd. ("Anahera”); (c) Data Infrastructure Trust ("DIT"); (d) BIF IV Jarvis IM Holdco Pte. Ltd. ("Jarvis IM HoldCo”); and (e) BIP India Infra Projects Management Services Private Limited (“BIP India Infra”). (Valkyrie and Anahera are collectively referred to as “Acquirers”; DIT, Jarvis IM HoldCo and BIP India Infra are collectively referred to as “Targets”. The Acquirers and the Targets are collectively referred to as the “Parties”). B. C. The products, services, and business(es) of the Parties to the combination The nature and purpose of the combination Nature of the Proposed Transaction 2. By way of the proposed combination, the Acquirers inter alia contemplate the acquisition of: (i) additional unitholding in DIT and consequent rights in BIP India Infra; and (ii) preference shares and certain rights in Jarvis IM HoldCo. (Paragraph 2(i)-(ii) collectively referred to as “Proposed Transaction”). 3. A brief description of the Parties is provided below: (a) Acquirers: The Acquirers are wholly-owned subsidiaries of GIC Infra Holdings Pte. Ltd. which, in turn, is a wholly-owned subsidiary of GIC (Ventures) Pte. Ltd. They are special purpose vehicles organized as private limited companies in Singapore, and are part of the “GIC Group”, i.e., a group of investment holding companies managed by GIC Special Investments Private Limited. (b) Targets: i. DIT: DIT is an InvIT registered under the SEBI InvIT Regulations, which is engaged in the business of providing passive telecom infrastructure services in India. ii. Jarvis IM HoldCo: Jarvis IM HoldCo is a newly incorporated entity based out of Singapore, which has been recently incorporated solely for the purpose of simplifying the governance structure of DIT. iii. BIP India Infra: BIP India Infra has been recently appointed as the investment manager for DIT. It will primarily manage the operations and investments of DIT. D. Respective markets in which the parties to the combination operate 4. Pursuant to the Proposed Transaction, no horizontal, vertical and complementary overlaps arise between the activities of the GIC Group entities and the Targets in India. Accordingly, absent any horizontal, vertical or complementary overlaps between the GIC Group entities and the Targets, in India, the Proposed Transaction does not raise any risk of an appreciable adverse effect on competition in the plausible relevant market(s) in India, as detailed in the merger notification. 5. Therefore, the Proposed Transaction is being notified under the green channel route in terms of Regulation 5A and Schedule III of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (as amended). *****
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