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The Competition Commission of India approves the acquisition of up to twenty-four point five percent shareholding in Speed JVco S.à.r.l. by Ramon Investments Pte. Ltd. The proposed combination includes an indirect acquisition of up to nineteen point six percent shareholding in VFS Global AG. The commission finds that the combination does not cause an appreciable adverse effect on competition in India. The approval is subject to revocation if the information provided by the acquirer is incorrect.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/10/1195
17th December 2024
Notice under Section 6(2) of the Competition Act, 2002 given by Ramon Investments Pte. Ltd.
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 17th October 2024, the Competition Commission of India (‘Commission’) received a notice (‘Notice’) under sub-section (2) of Section 6 of the Competition Act, 2002 (‘Act’) given by Ramon Investments Pte. Ltd. (‘Acquirer’). The Notice was filed pursuant to the execution of various documents including the Sale and Purchase Agreement dated 18th September 2024 (‘SPA’) amongst Acquirer, BCP Speed Aggregator (CYM) L.P. (‘Seller 1’), and Speed JVco S.à.r.l. (‘Target’) and the Amended and Restated Sale and Purchase Agreement dated 30th October 2024 (‘New SPA’) amongst Acquirer, Target, Seller 1, and Kiwi Holdings II S.à.r.l. (‘Seller 2’) [hereinafter, Acquirer and Target are collectively referred to as the ‘Parties’].
The Proposed Combination envisages the acquisition of up to 24.5% shareholding in Target by the Acquirer from Seller 1 [21.5%] and Seller 2 [3%] in accordance with the terms of the New SPA. It is submitted that pursuant to the Proposed Combination, the Acquirer will indirectly (through Target) acquire up to 19.6% shareholding in VFS Global AG (‘VFS’).
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 30th October 2024, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 18th November 2024, after seeking an extension of time. Since the response was not complete, another letter was issued on 22nd November 2024 and the response dated 29th November 2024 was furnished by the Acquirer, after seeking an extension of time. The Acquirer also submitted certain voluntary submissions vide email dated 12th December 2024.
Acquirer is an investment holding company incorporated in October 2023. It does not have any business operations other than holding investments or physical presence in India. It is an indirectly wholly-owned subsidiary of Temasek Holdings (Private) Limited (‘Temasek’). Temasek is an investment company headquartered in Singapore. Temasek’s global portfolio covers a broad spectrum of industries including transportation, financial services, telecommunications, media & technology, consumer & real estate, life sciences & agri-food, multi-sector funds, and others (including credit). Temasek’s portfolio company in India includes Air India Limited (‘Air India’) [merged with Tata SIA Airlines Limited (‘Vistara’)], due to its shareholding in Singapore Airlines Limited (‘SIA’). Air India is, inter alia, engaged in providing air transportation services.
Target is an investment holding company and has no other activities. Seller 1 (managed by Blackstone) and Seller 2 (managed by EQT) hold 87.86% and 12.14% shareholding in Target, respectively. Target indirectly holds 82.49% shareholding of VFS. The remaining VFS’s shareholding is held by KHS Holding S.à r.l. [16.04%], wholly owned by the Kuoni and Hugentobler Foundation and Speed Manco SA [1.47%], VFS group’s management incentive plan vehicle. The Target including its affiliates are collectively referred to as the ‘Target Group’.
The Target Group is a global outsourcing and technology services provider offering visa application and consular services to governments and diplomatic missions. The Target Group manages administrative and non-judgmental tasks related to applications for visa, passport and identity, and citizen services for its client governments. The Target Group provides its services through the operation of visa application centres and is structured into the following three business lines:
As submitted, the Target Group through VASCO Worldwide India Private Limited (‘OneVasco’) and Udaan India Private Limited (‘Udaan’) is engaged in the provision of travel-related services1 (in specific visa concierge services) in India. Further, Target Group’s VFS Global Services Private Limited (‘VFS Global’) and T.T. Enterprises Private Limited2 also provide visa concierge services as visa form filing forms part of visa concierge services. These entities provide these services if approved by client governments whereas Udaan and OneVasco can provide these services for all countries. It is also submitted that OneVasco, Udaan, and VFS Global Services provide visa concierge services only to passengers/end customers traveling from India to a foreign destination, not vice-versa. Thus, the Target Group does not provide any services to travellers traveling within India.
It is submitted that there are no horizontal overlaps as well as existing or potential vertical relationships between the business activities of Temasek’s portfolio companies and the Target Group in India.
However, it is submitted that the Acquirer that from July 2024, OneVasco entered into a business arrangement (‘Agreement’) with Air India for a period of three years to exclusively provide visa concierge services to Air India passengers. Under the Agreement, OneVasco cannot provide visa concierge services to any other Indian airline but can provide its services to individual customers and other corporate entities. The customers booking Air India flights are free to take visa concierge services from OneVasco or any third-party provider/ travel agent. Applicants using the services of OneVasco are not given any preferential or differential treatment at visa application centres, such as earlier appointments or earlier visa clearances.
Based on the foregoing, as Target Group is engaged in the provision of visa concierge services (part of travel-related services market) and SIA and Air India are engaged in the air transportation market (specifically for international travellers from India to abroad), there is a complementary link between the Parties and their affiliates, including the existing relationship due to the Agreement.
The Commission decided to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant market(s) in India.
Based on the submissions of the Acquirer, the Commission noted that the market share of Air India (including Vistara) and SIA in the air transportation market for international travel is in the range of [25-30]%. The market share of Target Group in the travel-related services market and its segment of visa concierge services is in the range of [0-5]%. Further, the travel-related services market and the visa concierge services segment in India are highly fragmented with the presence of several online and offline travel operators/agencies. Based on the foregoing, the Proposed Combination is not likely to foreclose competition in any segment.
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.
This 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.
