Zest Holding Investments Limited Combination Proposal

Summary of the Proposed Combination

[In terms of Regulation 13(1A) of the Competition Commission of India (Procedure in regard to the Transaction of Business relating to Combinations) Regulations, 2011 (as amended)]

A. Name of the Parties to the combination

1. The Parties to the combination are:

• a) Zest Holding Investments Limited (ZHIL) – acquirer;

• b) CAG-Tech (Mauritius) Limited (MCo) – target; and

• c) Agro Tech Foods Limited (ListCo) – target.

B. The nature and purpose of the combination

2. ZHIL proposes to acquire control of the ListCo, which will be undertaken in the following manner:

Step 1: ZHIL to acquire 100% of the shares of MCo, thereby resulting in acquisition of approximately 51.8% stake in the ListCo through MCo;

Step 2: ZHIL will be required to make an open offer for acquiring additional shares up to 26% of the ListCo’s total shareholding, to the public shareholders of the ListCo in accordance with the Takeover Code.

The aforesaid steps are collectively referred to as the ‘Proposed Transaction’.

C. Products, services and business(es) of the parties

ZHIL:

3. ZHIL is a newly incorporated holding company under the laws of Mauritius. It has been incorporated primarily for the purpose of holding investments and specifically undertaking the Proposed Transaction.

MCo:

4. MCo is the holding company and promoter of the ListCo and is present in India through the ListCo. As such, it does not undertake any separate business activity of its own. MCo is a wholly owned subsidiary of ConAgra Europe B.V. (ConAgra).

ListCo:

5. The ListCo is a public listed company and is ultimately controlled by ConAgra through its wholly owned subsidiary MCo which acts as the promoter of the ListCo. As such, the ListCo has three subsidiaries (one in India and two outside India) and does not have any other affiliate. In India, the ListCo is engaged in the business of manufacturing, marketing, and selling of a wide range of food products and edible oils. The food categories in which the ListCo operates include: (i) ready to cook snacks; (ii) ready to eat snacks, (iii) peanut butter, spreads, and dips; (iv) breakfast cereals; (v) chocolate confectionery; and (vi) staples such as edible oils, plain oats, almonds, etc.

D. Respective markets in which the parties operate

6. The Hon’ble Commission may note that ZHIL is a newly incorporated entity and has been incorporated primarily for the purpose of holding investments. Therefore, there are no direct horizontal/vertical overlaps between the activities of the ZHIL and the ListCo in India.

7. However, in the interest of full disclosure it is submitted that the portfolio entities of the groups to which ZHIL belongs and the ListCo manufacture and distribute packaged foods. Notably, ZHIL submits that the relevant market need not be defined and should be left open since the Proposed Transaction will not lead to any change in the competitive landscape or cause any appreciable adverse effect on competition (‘AAEC’) in India, irrespective of the manner in which the relevant markets are identified. It is humbly submitted that the relevant product market for the purposes of the Proposed Transaction if at all delineated, may be limited as:

Relevant markets involving horizontal overlaps:

• a) Market for packaged food products in India.

Relevant markets involving vertical overlaps:

• a) Upstream market: Market for manufacture and sale of packaged foods in India.

• b) Downstream market:

  • (i) Market for B2C (i.e. retail) sales of packaged foods in India.

  • (ii) Market for business of running, maintaining, and operating restaurant outlets or the food service market in India.

---