Laws and sections by number or title, due dates, pages, and updates.
The Competition Commission of India approves the acquisition of shareholding in Shadowfax Technologies Private Limited by NewQuest Asia Fund IV (Singapore) Pte. Ltd. under Section 31(1) of the Competition Act, 2002. The transaction creates horizontal overlaps and vertical linkages in logistics and e-commerce segments. The Commission concludes that the combination does not cause an appreciable adverse effect on competition because credible competitors operate in the market and customers possess high countervailing buyer power.
Who is affected
Thresholds
If you do not comply
Ask about this competition order
[Image omitted. See the official document.] [Image omitted. See the official document.]
COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2023/12/1098)
$6^{\text{th}}$ February 2024
Notice under Section 6(2) of the Competition Act, 2002 given by NewQuest Asia Fund IV (Singapore) Pte. Ltd.
CORAM:
Mr. Anil Agrawal
Member
Ms. Sweta Kakkad
Member
Mr. Deepak Anurag
Member
Order under Section 31(1) of the Competition Act, 2002
[Image omitted. See the official document.]
Combination Registration No. C-2023/12/1098
Trifecta Venture Debt Fund – III, Kunal Bahl, Rohit Kumar Bansal, Prashant Malik, and Shruti.
The Proposed Combination envisages the acquisition of ~13.24% shareholding (on a fully diluted basis) by TPG NQ in SFX by way of (a) a primary subscription and (b) a secondary acquisition from Eight Roads and certain other shareholders of SFX, along with certain rights, including the right to appoint an observer, a non-executive director, and certain information rights.
The Proposed Combination was earlier notified to the Commission in Form I on $29^{\text{th}}$ September 2023 vide Combination Registration No. C-2023/09/1056 (Earlier Notice). Vide letters dated $20^{\text{th}}$ October 2023 and $9^{\text{th}}$ November 2023, issued under Regulation 14(3) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (‘Combination Regulations’), the Acquirer was required to furnish the requisite information. The Acquirer submitted its responses on $30^{\text{th}}$ October 2023 and $16^{\text{th}}$ November 2023, respectively. However, the Commission, inter alia, observed that the information provided in the Earlier Notice and responses may not be sufficient to carry out comprehensive analysis, in absence of which, there may be a possibility of an incorrect assessment. It was further noted that the notice had been filed in Form I, and not in Form II, although the combined market shares of the parties in one of the plausible markets identified in the notice could be more than 15 percent after the proposed combination. As per the Regulation 5(3) of the Combination Regulations, notice should preferably have been filed in Form II, to facilitate a detailed competition assessment for determining any likelihood of a proposed combination leading to an appreciable adverse effect on competition in any of the relevant markets that may be impacted by the proposed combination. Accordingly, vide Order dated $29^{\text{th}}$ November 2023, the Commission directed the Acquirer to file a fresh notice in Form II in terms of Regulation 5(5) of the Combination Regulations. In accordance with the directions of the Commission, the Acquirer filed the present Notice.
[Image omitted. See the official document.]
Combination Registration No. C-2023/12/1098
Parties
The Acquirer/TPG NQ is part of a closed private equity fund, managed by TPG NewQuest (formerly known as NewQuest Capital Partners). TPG Inc. (TPG) is the ultimate holding company of the TPG group, to which TPG NQ belongs. TPG NewQuest manages a diversified portfolio of private equity investments across the Asia-Pacific Region, currently managing five funds across five offices in Singapore, Hong Kong, Beijing, Shenzhen, and Mumbai. These include both direct investments that are held and managed by the TPG NewQuest team as well as indirect exposures to companies through fund investments. Portfolio companies operate in a wide range of sectors, with a focus on five core sectors: business services, consumer, financial services, healthcare, and technology, media and telecom (i.e. TMT). TPG including its subsidiaries and affiliates are collectively referred to as the TPG/Acquirer Group.
The Target is a crowd-sourced, tech-enabled logistics platform. It has over 3 million delivery partners registered on its platform, serving a diverse set of 200+ enterprise customers across the hyperlocal (deliveries within 30 minutes to 6 hours) and e-commerce (intercity deliveries) segments. Hereinafter, Acquirer/Acquirer Group and Target are collectively referred to as Parties.
Competition Assessment
[Image omitted. See the official document.]
Combination Registration No. C-2023/12/1098
Limited (Xpressbees), a portfolio company of the Acquirer Group in which the Acquirer Group holds 6.5% of shareholding, is engaged in the business of providing logistics and delivery solution services. It is largely earning revenue from supply of express parcel shipping services/e-commerce third-party logistics (3PL) services. Nimbuspost Private Limited (Nimbuspost), a wholly-owned subsidiary of Xpressbees, and its subsidiary Monster Wholesale Private Limited (Monster)$^1$, is engaged in providing tech enabled online logistics aggregation services. Further, another set of Acquirer Group’s affiliate entities: (i) FirstCry; (ii) Cashify; (iii) Livspace; (iv) Reliance Retail; and (v) API Holdings Limited (API) are engaged in online B2B and B2C e-commerce and avail the services of logistic service providers for delivering products to customers/end-consumers.
