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Wellington Hadley Harbor AIV II Master Investors (Cayman) III, Ltd. acquires shares and control in SmartShift Logistics Solution Private Limited through purchase agreements, subscription agreements, and a shareholders' agreement. The acquirer is a newly incorporated entity that does not undertake any business in India. The target company provides logistics services, packing services, and moving services in India. The parties do not exhibit any horizontal overlaps, vertical overlaps, or complementary overlaps in any plausible relevant markets. The acquirer notifies the proposed combination under the green channel route.
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SUMMARY OF THE PROPOSED COMBINATION
(In terms of Regulation 13(2) of the Competition Commission of India (Combinations) Regulations, 2024)
(a) Name of the parties to the combination:
(i) Wellington Hadley Harbor AIV II Master Investors (Cayman) III, Ltd (“Acquirer”); and
(ii) SmartShift Logistics Solution Private Limited (“Target”).
(b) Nature and purpose of the combination:
(i) The proposed transaction relates to acquisition of shares and control by the Acquirer in the Target pursuant to:
(A) Share Purchase Agreement dated May 2, 2025, with the Target and Peak XV Partners Investments IV (“Seller 1”) for purchase by the Acquirer of various classes of equity securities of the Target from Seller 1;
(B) Share Purchase Agreement dated May 2, 2025, with the Target and Lightrock Growth Fund I S.A., SICAV-RAIF (“Seller 2”) for purchase by the Acquirer of various classes of equity securities of the Target from Seller 2;
(C) Share Subscription Agreement dated May 2, 2025, with the Target, Mr. Pranav Goel, and Mr. Uttam Digga for subscription by the Acquirer of Series F CCPS;
(D) Shareholders’ Agreement dated May 2, 2025, inter-alia, with the Target, Mr. Pranav Goel, Mr. Uttam Digga, and other investors;
(E) Letter agreement dated May 2, 2025, with the Target.
(ii) The acquisition amounts to a combination under Section 5(a)(ii)(B) of the Competition Act, 2002.
(c) Products, services and business(es) of the parties to the combination
(i) Acquirer: The Acquirer is a newly incorporated entity for the purposes of the Proposed Transaction, does not currently undertake any business.
(ii) Target: The Target is a private limited company incorporated under the laws of India. In India, the Target’s business activities include: (A) provision of logistics services; and (B) provision of packing and moving services.
(d) The respective markets in which the parties to the combination operate
(i) The Acquirer is a newly incorporated entity and on the date of the Notice does not undertake any business in India.
(ii) The Parties’ activities (including those of their group companies and affiliates) do not exhibit any horizontal, vertical, or complementary overlaps in any plausible relevant markets in India. Accordingly, the Proposed Combination is being notified under the green channel route in consonance with Section 6(4) of the Competition Act, 2002 (as amended) read with Rule 3 of the Competition (Criteria of Combination) Rules, 2024.
(iii) It is submitted that consistent with the previous decisional practice of the Hon’ble Commission, for purposes of the proposed transaction, it is not necessary to adopt a strict product or geographic market definitions and that the market definitions can be left open, as irrespective of the manner in which the markets are defined, the proposed transaction is not likely to cause an appreciable adverse effect on competition (“AAEC”) in India.
(iv) Without prejudice to the foregoing, it is submitted that: the markets for (A) provision of logistics services in India; and (B) provision of packing and moving services in India, are the only plausible market definitions for the purposes of the Notice.
(v) In the absence of any competition concerns, the relevant product and geographic markets should be left open.
