Rieter Holding AG

[Image omitted. See the official document.]

[Image omitted. See the official document.]

COMPETITION COMMISSION OF INDIA
Combination Registration No. C-2025/06/1292

23rd September 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Rieter Holding AG, Rieter North America Inc., PCS Holding AG and BigPoint Holding AG

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

1. On 19th June 2025, 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 Rieter Holding AG (Acquirer 1). The Notice was filed pursuant to the execution of the Share Purchase Agreement dated 5th May 2025, executed amongst the OC Oerlikon Corporation AG, Pfäffikon (Seller), Acquirer 1 and Rieter North America Inc. (Acquirer 2) [hereinafter, Acquirer 1 and Acquirer 2 are collectively referred to as the ‘Acquirers’].

2. The Proposed Combination envisages acquisition of 100% shares of OC Oerlikon Textile Holding AG, Pfäffikon (Target 1) and Oerlikon Textile Inc. (Target 2) by the Acquirer 1 and Acquirer 2, respectively [hereinafter, Target 1 and Target 2 are collectively referred to as the ‘Targets/Target Business’ and Acquirers and Targets are collectively referred to as the ‘Parties’].

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 2nd July 2025, certain information and clarifications were sought from the Acquirers. The Acquirers submitted the response dated 1st August 2025 and 7th August 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 19th August 2025, and the response dated 2nd September 2025 was furnished by the Acquirers, after seeking extension of time.

4. In response to the letter dated 2nd July 2025, Acquirer 2 became the notifying party by furnishing relevant documents. In response to the letter dated 19th August 2025, PCS Holding AG (PCS) and BigPoint Holding AG (BigPoint) also became the notifying parties by furnishing relevant documents [hereinafter, Acquirers, PCS and BigPoint are collectively referred to as the ‘Notifying Parties’].

5. Acquirer 1 is a public listed company and the ultimate holding company of its downstream subsidiaries. Acquirer 1 and its downstream subsidiaries are referred to as the ‘Acquirer group’. PCS and BigPoint hold 33.13% and 8.91% shareholding of Acquirer 1, respectively. Acquirer 2 is an indirect wholly owned subsidiary of Acquirer 1.

6. Acquirer 1 is a global manufacturer of machinery and components for the textile industry, and is headquartered in Switzerland. It is listed on the SIX Swiss Exchange. It develops and manufactures machinery, systems, and components used to convert staple fibers into yarn. Its operations are structured into three divisions:

• a. Machines & Systems: which develop, produce, and distribute new textile machinery;
• b. Components: which manufacture components primarily for the textile industry; and
• c. After-sales: which supports customers mainly using its machinery.

7. In India, Acquirer 1 is present through its subsidiary, i.e., Rieter India Private Limited. It is involved in the production, assembly, delivery, service, and repair of textile machinery, along with parts and components, as well as minor R&D activities.

8. Targets house the Barmag textile machinery business for manmade fibers (i.e., the Target Business). The Target Business is a manufacturer of spinning systems used for manufacturing filaments and manmade fibers, texturing machines and non-woven solutions. In India, the Targets are present through Oerlikon Textile India Private Limited, which is an indirectly held wholly owned subsidiary of Target 1. The Seller is the ultimate holding company of the Targets.

9. It is submitted that both the Acquirers and the Targets are engaged broadly in the textile machinery sector. Textile machinery is used in the production, processing, and finishing of textiles, including fabrics and yarns. These machines encompass a wide range of functions that are essential to transforming raw materials like natural and/or synthetic fibers into finished textile products. The customers for textile machinery use these machines to produce and process fibers and textiles for a variety of applications, such as garments and apparel, household and home textiles, technical textiles, etc. It is submitted that the Acquirers and Targets focus on different segments of the textile machinery market in India. The Acquirers are present in the manufacture and/or sale of texturing machines and secondary spinning machines. The Targets are present in the manufacture and/or sale of continuous polycondensation plant solutions, primary spinning machines, texturing machines, and non-woven machines. Further, both the Acquirers and Targets primarily serve distinct customer segments within the textile machinery sector. In addition to these, the Acquirers and Targets are engaged in the manufacture and/or sale of parts and components as well as after-sales services.

10. With regard to horizontal overlaps, it is submitted that at the broad level, the Parties are present in the textile machinery market. At a narrow level, the Parties exhibit overlap only in the texturing machines segment. It is submitted that texturing machines are used to convert filaments produced during primary spinning into textured yarn. The two main categories of texturing machines are Draw Textured Yarn (DTY) texturing machines1 and Air Textured Yarn (ATY) texturing machines2. The Acquirers and Targets focus on different texturing machines in India, i.e., the Acquirers sell ATY texturing machines, and the Targets sell DTY texturing machines. It is submitted that the ATY and the DTY processes result in distinct end products. Thus, there is no overlap at the narrow level. With regard to spinning machines, it is submitted that the Acquirers are present in secondary spinning machines, while the Targets are present in primary spinning machines. Thus, there is no horizontal overlap between the Parties in this segment also.

11. With respect to the activities of the Parties related to parts and components, it is submitted that each part and component constitutes a separate product market. While the Acquirers manufacture and sell various parts and components to third parties, the Targets do not have third-party sales of their parts and components, except for gear metering pumps. There are no horizontal overlaps between the Parties related to parts and components as Acquirers are not engaged in the sale of gear metering pumps.

12. With regard to vertical overlaps, the Parties exhibit the following vertical overlaps based on the parts and components sold by the Acquirers in India and the textile machines sold by the Targets in India:

• a. The Acquirers are present in the upstream market for the supply of bearings for primary spinning machines in India, and the Targets are present in the downstream market for the supply of primary spinning machines in India; and
• b. The Acquirers are present in the upstream market for the supply of DTY texturing discs for DTY texturing machines in India, and the Targets are present in the downstream market for the supply of DTY texturing machines in India.

13. It is submitted that globally, there are existing supply arrangements between the Parties relating to the above-mentioned vertical overlaps. In 2024, the Targets did not procure any bearings for the primary spinning machines (either from the Acquirers or from third parties) in India, and in 2023, they procured a miniscule portion of bearings from third parties in India. With regard to DTY texturing discs, the Acquirers made no sales to the Targets in India in 2024.

14. Further, the Parties do not exhibit any vertical overlaps based on the parts and components sold by the Targets in India (i.e., gear metering pumps only) and the textile machines sold by the Acquirers in India as it is submitted that gear metering pumps are not used as an input in any of the textile machinery supplied by the Acquirers globally, including India.

15. The Commission decided to leave the 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.

16. Based on the submissions of the Acquirers, the Commission noted that the combined market share of the Parties in the market for textile machines and texturing machines is in the range of [5-10]% and the incremental market share is in the range of [0-5]%.

17. With regard to vertical linkages, the Commission observed that (i) the market share of Acquirers in the upstream market of bearings for primary spinning machines is insignificant while that of Targets in the downstream market of primary spinning machines is in the range of [50-55]%, and (ii) the market share of Acquirers in the upstream market of DTY texturing discs for DTY texturing machines is in the range of [15-20]% and that of Targets in the downstream market of supply of DTY texturing machines is in the range of [5-10]%.

18. 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.

19. This order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

20. The information provided by the Notifying Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

21. The Secretary is directed to communicate to the Notifying Parties accordingly.