TPG Scion SG Pte. Ltd

Page 1 of 5 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/01/1237 4th March 2025 Notice under Section 6(2) of the Competition Act, 2002 given by TPG Scion SG 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 1. On 24th January 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 TPG Scion SG Pte. Ltd. (TPG Scion/Acquirer). The Notice was filed pursuant to inter alia execution of Share Purchase Agreement dated 11th December 2024 between Serum Institute of India Private Limited (Serum Institute / Seller) and TPG Scion (SPA). 2. The Proposed Combination involves the acquisition of approximately 34.99% of the share capital of Schott Poonawalla Private Limited (SPPL/Target) (on a fully diluted basis) through a secondary purchase from the Seller by TPG Scion [Hereinafter, Acquirer and Target are collectively referred to as Parties]. Combination Registration No. C-2025/01/1237 Page 2 of 5 3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 04th February 2025, certain information(s)/ clarification(s) relevant for the purpose of assessment of the combination were sought from the Acquirer. The response to the same was received on 18th February 2025. 4. TPG Scion is a newly incorporated special purpose investment vehicle incorporated in Singapore on 11 October 2024 for the purposes of the Proposed Combination. Currently it does not have any operations in India. TPG Scion is a part of the TPG Group and is ultimately held by TPG Inc. (TPG). TPG Scion is ultimately managed and controlled by an entity, which is advised by the affiliates of TPG, the ultimate holding company of the TPG Group. 5. TPG is the ultimate holding company of the TPG Group, which is a company listed on NASDAQ and is regulated by the Securities and Exchange Commission. TPG is a global alternative asset manager founded in 1992. TPG primarily invests in complex asset classes such as private equity, real estate and public market strategies. TPG, including its subsidiaries and affiliates, are together referred to as ‘TPG Group/Acquirer Group’. The TPG Group operates in India through its various investments with a primary focus on sectors such as technology, healthcare, consumer and financial services. 6. It is stated that, as on 11th December 2024 (i.e., the date of execution of the SPA), SPPL is a 50:50 joint venture between Schott Pharma Schewiz AG (Schott) and the Seller/SIIPL. Accordingly, SPPL may be said to be part of the Schott group and the Seller group. 7. In this regard, it is stated that the ultimate parent entity of SIIPL is Poonawalla Investments and Industries Private Limited and the ultimate parent entity of Schott is Schott AG, Germany. Therefore, under the Competition Act, the Seller group would be the group of Poonawalla Investments and Industries Private Limited and all its group companies and the Schott group would be the group of Schott AG and all its group companies. It is also submitted that SPPL does not have any subsidiaries / group Combination Registration No. C-2025/01/1237 Page 3 of 5 companies in India which meet the Materiality Thresholds1 and which have a direct/indirect business presence in India. It is engaged in the business of developing, manufacturing and selling, sterile or non-sterile glass containers such as ampoules, vials, cartridges or syringes for primary pharmaceutical packaging and their ancillary components by converting tubular glass into ampoules, vials, cartridge and prefilled syringes or otherwise. 8. For the purpose of overlap assessment, the activities of the Acquirer Group, Acquirer and Target (including their affiliates which meet the Materiality Thresholds) have been considered. Considering their presence, it is observed that there are no horizontal overlaps between the Acquirer Group (including its affiliates and Acquirer) and the Target in India. Further, there are no vertical relationships or complementary linkages directly between the Acquirer and Target in India. However, it is observed that certain TPG Group entities are engaged in the manufacturing and sale of generic injectables and provision of Contract Development and Manufacturing Organization (CDMO) services. These entities are referred to as TPG Pharma Portcos. It is submitted that there are also certain existing supply relationships between TPG Pharma Portcos and the Target. On one hand, one of the TPG Pharma Portcos, Onesource Specialty Pharma Limited (Onesource) is engaged in the business of provision of CDMO services and another TPG Pharma Portcos, Steriscience Specialities Private Limited (Steriscience) is engaged in the business of manufacture and sale of generic injectables. On the other hand, Target is engaged in the business of manufacture and sale of glass-based pharmaceutical packaging products (segmented into glass vials, glass pre-fillable syringes, glass ampoules and glass cartridges), which can be utilized by Onesource and Steriscience as an input. Accordingly, for assessment of the aforesaid vertical linkages, the Parties have proposed the following relevant upstream and downstream markets: (a) Market for manufacture and sale of packaging material for pharmaceutical products in India (Broad Market); 1 In terms of the Competition (Criteria of Combination) Rules, 2024, an entity is considered as an affiliate of a party, if the said party has: (a) shareholding or voting rights of 10% or more in such entity; or (b) right or ability to have a representation on the board of directors of an entity either as a director or as an observer; or (c) right or ability to access commercially sensitive information of such entity (Materiality Threshold). Combination Registration No. C-2025/01/1237 Page 4 of 5 (b) Market for manufacture and sale of packaging material for pharmaceutical products made of glass in India (Narrow Market); (c) Market for manufacture and sale of glass vials in India (Narrowest Market 1); (d) Market for manufacture and sale of glass pre-fillable syringes in India (Narrowest Market 2); (e) Market for manufacture and sale of glass ampoules in India (Narrowest Market 3); (f) Market for manufacture and sale of glass cartridges in India (Narrowest Market 4); (g) Market for provision of CDMO services in India” (CDMO Market / Downstream Market 1); and (h) Market for the manufacture and sale of generic injectables in India” (Downstream Market 2) 9. The Commission decides to leave the precise 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 vertical relevant market(s) in India. 10. With regard to the vertical linkages, the Commission observes that the market share of the Target in Broad Market, Narrow Market, Narrowest Market 2 and Narrowest Market 4 is in the range of [0-5] %, while its market share in Narrowest Market 1 and Narrowest Market 3 in the range of [5-10] %. Further, each of the upstream markets comprises of several players such as Essel Propack Ltd., UFlex Ltd., Hindustan National Glass & Industries Ltd., Klass Pack Limited, SGD Pharma India Private Limited, BD India, Angiplast Private Limited, Stevanato Group, Kapoor Glass India Private Limited etc. As regards the downstream markets, the Commission observed that Onesource and Steriscience have negligible presence with market share of less than 1% each in the Downstream Market 1 and Downstream Market 2, respectively. Further, both the downstream markets comprise of significant players such as Akums Drugs and Pharmaceuticals, Jubilant Pharmova Limited, Divis Laboratories, Aristo Pharmaceuticals Pvt. Ltd., Alkem Laboratories Ltd., Zydus Cadila Healthcare Ltd. etc. 11. With regard to the existing supply relationships between TPG Pharma Portcos and the Target, it is noted that the same are negligible. Thus, considering the miniscule presence of the Parties in India and the competition landscape of the upstream and downstream