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The Competition Commission of India approves the acquisition of 16.12 percent of the share capital of Shriram LI Holdings Private Limited by Sanlam Emerging Markets (Mauritius) Limited under Section 31(1) of the Competition Act, 2002. Sanlam Emerging Markets (Mauritius) Limited acquires the shares from existing shareholders TPG India Investments II Inc. and Shriram Ownership Trust. The Commission determines that the proposed combination does not cause an appreciable adverse effect on competition in India. This approval is subject to revocation if the information provided by the acquirer is found to be incorrect.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/05/1143
23rd July 2024
Notice under Section 6(2) of the Competition Act, 2002 given by Sanlam Emerging Markets (Mauritius) Limited
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 15th May 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 Sanlam Emerging Markets (Mauritius) Limited (SEMM). The Notice was given pursuant to execution of the Share Purchase Agreement between Shriram LI Holdings Private Limited (SLIH), Shriram Life Insurance Company Limited (Shriram Life Insurance), TPG India Investments II Inc. (TPG), and SEMM on 10th April 2024; and the Share Purchase Agreement between SLIH, Shriram Life Insurance, Shriram Ownership Trust (SOT), and SEMM on 10th April 2024.
SEMM vide communications dated 22nd May 2024 and 25th June 2024 issued under Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (Combination Regulations) was required to remove defects from the Notice and furnish certain information relevant for the purpose of assessment of the proposed combination. SEMM furnished its responses vide submissions dated 10th June 2024 and 1st July 2024.
The proposed combination envisages the acquisition by SEMM of 16.12%^1 of the share capital of SLIH from its existing shareholders viz., TPG^2 and SOT^3 (Proposed Combination).
SEMM, incorporated in Mauritius, is a wholly owned subsidiary of Sanlam Limited, South Africa. It has been submitted that SEMM holds 40.70% stake in Shriram Capital Private Limited (Shriram Capital), the holding company of SLIH; 23% direct stake in Shriram Life Insurance, and 22.92% direct stake in Shriram General Insurance Company Limited (Shriram General Insurance). Further, another wholly owned subsidiary of Sanlam Limited viz. Sanlam Life Insurance Limited holds 0.41% stake in Shriram Finance Limited (Shriram Finance). SEMM has no business or investment in India other than the above-mentioned stakes.
SLIH does not have any business of its own. However, it is the promoter and holding company of Shriram Life Insurance and holds 74.56% stake therein. Shriram Life Insurance is engaged in the business of life insurance.
Shriram Capital has 17.87% stake in Shriram Finance, which holds a corporate insurance broking license to distribute life and general insurance products. Further, Shriram Capital has 63.88% stake in Shriram Investment Holdings Private Limited (SIHL). Way2Wealth Insurance Brokers Private Limited (W2WIB) and Shriram Fortune Solutions Limited
^1 17,31,98,417 shares ^2 10,13,80,344 shares amounting to 9.44% ^3 7,18,18,073 shares amounting to 6.68%
(SFSL) are the subsidiaries of SIHL. W2WIB and SFSL are engaged in the activity of insurance broker and corporate agent. Therefore, the insurance provision activities of Shriram Life Insurance on one hand and Shriram Finance, W2WIB, and SFSL on the other exhibit a vertical interface.
The market share of Shriram Life Insurance for the provision of life insurance products; and W2WIB, Shriram Finance, and SFSL for the distribution of insurance products are less than 1%. Therefore, the vertical interface is not likely to cause foreclosure concerns.
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 SEMM is found to be incorrect.
The information provided by SEMM shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
The Secretary is directed to communicate this order to SEMM.
