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The Competition Commission of India approves the acquisition of a 12.44% shareholding in Advanta Enterprises Limited by Alpha Wave Ventures II, LP under Section 31(1) of the Competition Act, 2002. The combination involves equity share allotment and share purchase from UPL Limited. The Commission finds no appreciable adverse effect on competition because the combined market shares are low and potential complementary overlaps present no competition concerns. The order is subject to revocation if the provided information is incorrect.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/01/1229
04th March 2025
Notice under Section 6(2) of the Competition Act, 2002 given by Alpha Wave Ventures II, LP
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 $7^{\text{th}}$ January 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Alpha Wave Ventures II, LP (AWV II/Acquirer). The Notice was filed pursuant to the execution of (i) Share Subscription and Purchase Agreement, dated $19^{\text{th}}$ November 2024, entered into amongst AWV II, Advanta Enterprises Limited (Advanta/Target) and UPL Limited (UPL) (SSPA), and (ii) Amended and Restated Shareholders' Agreement, dated $19^{\text{th}}$ November 2024, entered into amongst UPL, Advanta, Melwood Holdings II Pte. Ltd., KIA EBT Scheme 2, AWV II, Mr. Jai Shroff, and Mr. Vikram Shroff (SHA).
The Proposed Combination entails the acquisition of 12.44% shareholding of Advanta by AWV II, by way of (i) allotment of equity shares by Advanta to AWV II, representing a 3.51% shareholding in Advanta; and (ii) acquisition of equity shares by AWV II from UPL, representing an 8.93% shareholding in Advanta.
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letters dated $20^{\text{th}}$ January 2025 and $17^{\text{th}}$ February 2025, certain information and clarifications were sought from the Acquirer. The response to these letters were submitted by the Acquirer on $10^{\text{th}}$ February 2025 (after seeking extension of time) and $18^{\text{th}}$ February 2025, respectively.
AWV II is the global private equity fund managed by Alpha Wave Ventures GP (AWV GP), a joint venture between Alpha Wave Global, LP$^1$ (Alpha Wave Global/Acquirer Group 1) and Lunate Holding RSC Ltd$^2$ (Lunate Holding/Acquirer Group 2). AWV II aims to invest in best-in-class growth-stage companies.
Advanta is the Indian subsidiary of Advanta Global and is engaged in the business of breeding, producing, researching, developing, introducing, and commercializing, sale, purchase, export and import of seeds and seed varieties.
For the purpose of overlap assessment, the activities of AWV II, Acquirer Group 1, Acquirer Group 2 and Advanta (including their affiliates) [hereinafter referred to as Parties] have been considered. Considering their presence, it was observed that the affiliates of Acquirer Group 1 and Acquirer Group 2 exhibit the following potential complementary overlaps with Advanta:
(i) Advanta is engaged in the commercialization of seeds and AWVII's affiliate. i.e., ECSO Global Private Limited (Absolute) is engaged in the provision of Crop Protection Products (CPPs)$^3$;
(ii) Advanta is engaged in the commercialization of seeds, and (a) Absolute (through its brand Upaj)$^4$, and (b) Acquirer Group 1's affiliate, i.e., AgNext Technologies Private Limited (Advent) – through its brand SpecX, are engaged in the provision of digital farming solutions; and
(iii) Advanta is engaged in the commercialization of seeds and AWVII's affiliate, i.e., Absolute is engaged in the provision of crop insurance services$^5$.
The Commission observed that given that there are no horizontal overlaps, and the provision of services by the Acquirer in the downstream markets (CPPs, digital farming solutions and crop insurance services) for all the three complementary linkages are seed agnostic, there is no need to delineate the market at the narrow level. Further, considering the nature and extent of aforesaid linkages 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, the Commission decided to keep the definition of relevant market open.
The combined market share of the Parties in the common upstream market for commercialization of seeds in India, on the basis of volume of seeds sold and value of sales, is in the range of [5-10]%. With respect to the downstream markets of CPPs, digital farming solutions and crop insurance service, the combined market share of the Parties in each of these market segments in the range of [0-5]%. Therefore, given the miniscule presence of the Parties and/or their affiliates, no competition concern seems to arise from the proposed combination.
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 Acquirer is found to be incorrect.
The information provided by the Acquirer 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 Acquirer accordingly.
$^1$ The ultimate controlling persons of Alpha Wave Global LLC are Richard Gerson, Navroz Udwadia and Ryan Khoury - who each have an indirect shareholding of more than 25% in Alpha Wave Global. $^2$ Lunate Holding owns Lunate Capital Limited, which is the Managing Member of Chimera Capital (US) LLC. The latter is the Co-Investment Advisor and provides non-binding research and analysis services to AWV II/Acquirer. $^3$ Acquirer has submitted that CPPs are of different types e.g. Bio-fertilizers, Bio-stimulants, Bio-controls and Seed coating products. These CPPs are applied either to the seeds or the crop in order to improve the overall output. The products offered by Absolute (i.e. crop protection products) are seed agnostic and may be used at different stages of the agricultural process to maximize the crop yield and ultimate output. $^4$ Absolute, through its brand Upaj, also provides data analytics and technological products that help assess the various inputs in the agricultural process and enable farmers to make data-driven and backed agronomic decisions. AgNext, offers post-harvest digital farming solutions that are aimed at making the agricultural process more efficient. $^5$ Absolute, through its brand DigiSafe, also provides crop insurance to farmers. Crop insurance is a means of protecting the agriculturist against financial losses due to uncertainties that may arise from crop failures/losses arising from named or all unforeseen perils beyond their control. The Acquirer has submitted that the choice to purchase crop insurance is entirely dependent on the choice of the farmer and is not a pre-requisite for the commercialization of seeds.
