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Jost Werke International Beteiligungsverwaltung GmbH proposes to acquire one hundred percent shareholding of Hyva III B.V. through the green channel route. The combination results in the indirect acquisition of almost the entire shareholding of Hyva (India) Private Limited and sole control over it. The parties notify the combination under Section 6(4) of the Competition Act, 2002 because their business activities do not have horizontal, vertical, or complementary overlaps in India. The acquirer supplies automotive components for heavy commercial transport vehicles in India. The target supplies transport solutions and hydraulic loading and unloading systems for commercial vehicles and environmental service industries in India.
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ANNEXURE- 17
SUMMARY OF THE COMBINATION
[UNDER REGULATION 13(2) OF THE COMPETITION COMMISSION OF INDIA (COMBINATIONS) REGULATIONS, 2024]
(a) Name of the parties to the combination
(i) Jost Werke International Beteiligungsverwaltung GmbH ("Acquirer")
(ii) Hyva III B.V. ("Target")
(b) The nature and purpose of the combination
The Acquirer proposes to acquire 100% shareholding of the Target from Hyva Cayman Limited ("Seller 1") and Hyva I B.V. ("Seller 2") ("Proposed Combination").
The Proposed Combination will result in the indirect acquisition by the Acquirer of almost the entire shareholding of Hyva (India) Private Limited ("Hyva India"), which is an indirect subsidiary of Target in India. Accordingly, upon the completion of the Proposed Combination, the Acquirer will (a) indirectly hold almost the entire shareholding of Hyva India; and (b) indirectly exercise sole control over Hyva India.
The Proposed Combination qualifies for the deal value thresholds provided under Section 5(d) of the Competition Act, 2002 (as amended). Hence, the Proposed Combination qualifies for notification to the Hon'ble Commission under Section 6 of the Competition Act, 2002.
(c) The products, services, and business(es) of the parties to the combination
Acquirer
Acquirer is a wholly-owned subsidiary of Jost Werke SE (together with its subsidiaries referred to as "Jost"). Jost Werke SE is a publicly listed company headquartered in Neu-Isenburg, Germany. Globally, Jost is a producer and supplier of components for safety-critical systems for the commercial vehicle industry, in particular, for trucks, trailers, and agricultural vehicles.
Indian Activities of the Acquirer- The presence of Acquirer in India is through Jost India Auto Component Private Limited ("Jost India"). Jost India is primarily known as a supplier of automotive components (such as fifth wheel couplings) used for heavy commercial transport vehicles (such as semi-trailer trucks) in India.
Target
Globally, Target is a manufacturer and supplier of components for transport solutions for commercial vehicles, with a focus on hydraulic loading and unloading systems on trucks and trailers. Globally, Target manufactures and supplies an extensive range of components and equipment for commercial vehicles. More specifically, Target manufactures and supplies the following categories of components: (i) tipping systems, (ii) cranes, (iii) container handling, (iv) truck and trailer components (such as couplings) and (v) waste handling.
Indian Activities of the Target- The presence of Target in India is through Hyva India. In India, Hyva India supplies hydraulic cylinders, tipper bodies, truck-mounted cranes, hookloaders, refuse compactor systems, refuse collection bodies, waste handling services and wet kits (various components). All of these components and equipment are provided for transport solutions in the commercial vehicles and environmental service industries, with a focus on hydraulic loading & unloading, stacking and compacting systems on trucks and trailers.
(d) The respective markets in which the parties to the combination operate
The Parties manufacture distinct products in India which are not related horizontally, vertically or complementarily. While Jost India supplies products in India primarily meant for heavy commercial transport vehicles, Hyva India is primarily engaged in supply of transport solutions in the commercial vehicles and environmental service industries.
No overlaps- In the Proposed Combination, the products of the Parties sold in India do not presently fit in the same vehicle and are unlikely to fit into the same vehicle. Further, the customers have distinct procurement processes for each of these products and are unlikely to purchase the automotive components manufactured by the Parties as a bundle.
In India the mapping of products/services in relation to the present Combination has been done between Jost India (and its affiliates) from the Acquirer's side, and Hyva India (and its affiliates) from Target's side. The business activities undertaken by Jost and its affiliates on the one hand; and Hyva and its affiliates on the other hand, do not have any horizontal, vertical, or complementary overlaps in India.
On account of the above, the Proposed Combination is being notified under the green channel route in accordance with Section 6(4) of the Competition Act, 2002 (as amended), read with Regulation 5(5) of the Competition Commission of India (Combinations) Regulations, 2024.
