The Competition Commission of India (CCI) has approved India’s first form II merger notification since merger control was implemented in June 2011. This long-form filing relates to the acquisition of 65.12% of the equity of Gujarat Gas Company by GSPC Distribution Networks (GDNL) from BG Asia Pacific Holdings, following a share purchase agreement executed on 3 October 2012.
The Mumbai-based competition law practice group at Amarchand Mangaldas, led by Cyril Shroff, managing partner, and partner Nisha Kaur Uberoi, advised the acquirer GDNL, in relation to the filing with the CCI.
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Shroff told India Business Law Journal that a form II filing was necessary as the parties to the merger “are competitors in the markets for distribution as well as transmission of natural gas and the horizontal overlap of the transacting parties exceeds 15% in each of the relevant markets”. He added that the Mumbai competition law practice of Amarchand Mangaldas “has obtained the maximum number of merger control clearances in India and has currently obtained clearances in relation to 29 merger notifications”.
The acquisition also triggered an open offer by GDNL under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This is the first case evaluated by the CCI that involved a merger notification under the Competition Act, 2002, as well as an open offer under the Takeover Code.
The CCI approved the transaction within 26 days and before the completion of the open offer and approval by the Reserve Bank of India.
A form II (long form) is an extensive merger notification that requires detailed economic analysis and competition impact assessment. Ram Tamara, managing director of Nathan Economic Consulting India, a subsidiary of Nathan Associates, conducted the economic impact analysis for the proposed acquisition.
A team from the Mumbai practice of Amarchand Mangaldas, led by Shroff and partner Amita Choudhary, had advised GDNL on corporate matters relating to the acquisition. BG Asia Pacific Holdings was advised by Platinum Partners and Freshfields Bruckhaus Deringer.
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