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CCI slaps ₹55 lakh penalty on ADIA, TPG Group

CCI slaps ₹55 lakh penalty on ADIA, TPG Group
New Delhi, The Competition Commission of India has slapped penalties totalling Rs 55 lakh on Abu Dhabi Investment Authority (ADIA) and TPG Group for making false declarations before the regulator while availing the green channel facility in a deal related to the acquisition of a stake in UPL Sustainable Agri Solutions Ltd (UPL SAS). The acquirers, ADIA and TPG Group, shall pay the penalty jointly and severally, the CCI order said.

The transaction pertains to the combination comprising the acquisition of a stake in UPL SAS by Platinum Trust and TPG Upswing through the Upswing Trust, the CCI said in the order.

Abu Dhabi Investment Authority is the sole beneficiary and settlor of the Platinum Trust, while TPG Upswing is a part of the TPG Group.

In December 2022, the Competition Commission of India (CCI) received a notice jointly given by Platinum Trust, acting through Platinum Trustee, and TPG Upswing in relation to the combination.

The regulator noted that the UPL SAS acquisition has been consummated on or before February 17 2023, as the notifying parties (ADIA and TPG) gave the notice under the facility of green channel approval.

Under the green channel route, the parties to the combination can avail the benefit of the facility only if their respective group entities and/or any entity in which they, directly or indirectly, hold shares and/or control neither exhibit horizontal overlap nor vertical interface nor complementarity, the watchdog said.

Thereafter, CCI issued a show cause notice in May and observed that Upswing Trust holds a 22.2 per cent stake in UPL Corporation Ltd (UPLC) which is engaged in the business of formulated crop protection products (FCPPs).

Further, the regulator also observed that Arysta India, a subsidiary of UPLC, is also engaged in the business of manufacturing and distribution of formulated crop protection products, similar to SWAL (wholly-owned subsidiary of UPL) and UPL SAS.

CCI noted that the activities of Arysta India, UPL SAS and SWAL exhibit overlaps. Also, Arysta India is an indirect subsidiary of the portfolio company of the Upswing Trust.

Thus, the activities of the Upswing Trust through UPLC and Arysta India appeared to exhibit overlaps with the activities of target business and thereby, CCI found that the UPL SAS acquisition does not satisfy the conditions prescribed under the norms, the regulator said.

Therefore, the UPL SAS acquisition is not eligible for the benefit of green channel approval facility and the green channel declaration was incorrect and false in material particulars. Further, the notifying parties made statements in the notice, including notice declaration which are false in material particulars.

In its 15-page order, the regulator also found that the combination does not fall under the rules and the declaration filed is incorrect, the notice given and the approval granted under the rules shall be void ab initio.

Accordingly, the notice and deemed approval, under the rules, for UPL SAS acquisition is found to be void ab initio, CCI said.

As the UPL SAS acquisition has already been consummated, the acquirers are liable for penalty under Section 43A of the Act, it added.

In addition, the regulator also noted that UPL SAS Acquisition is not likely to have any appreciable adverse effect on competition in India, and therefore, the commission hereby approves the UPL SAS Acquisition under Section 31(1) of the Act.

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