Welcome to the July 2025 edition of Phoenix Legal's Competition Monthly. This issue captures key developments in the antitrust and competition space during the last calendar month.
CCI APPROVES ACQUISITION IN HEALTHCARE GLOBAL ENTERPRISES LIMITED BY HECTOR ASIA HOLDINGS II PTE. LTD. AND KIA EBT II SCHEME
The Competition Commission of India (CCI) approved the proposed combination involving the acquisition of up to 54% of the diluted voting share capital and sole control over HealthCare Global Enterprises Limited (Target) by Hector Asia Holdings II Pte. Ltd. (Acquirer 1) and KIA EBT II Scheme 1 (Acquirer 2) (collectively, referred to as the Acquirers), from Aceso Company Pte. Ltd. (Seller).
The proposed transaction comprises multiple inter-connected steps: (i) acquisition of up to 54% of the diluted voting share capital of the Target in two tranches; and (ii) an open offer that may increase the Acquirers' shareholding up to 77% of the expanded voting share capital. The Acquirers are affiliates of KKR.
The Acquirers and the Target exhibit horizontal overlaps in the markets for (a) healthcare services, (b) quaternary care services - specifically liver, kidney, and bone marrow transplants, and (c) tele- medical consultation services, in India. The combined market shares in all such segments are in the range of [0–5]%, except for the market for provision of bone marrow transplant services, where the share is in the range of [5-10]% with negligible incremental market share and presence of other significant competitors.
The CCI also assessed potential vertical and complementary overlaps between certain KKR portfolio companies and the Target:
- Potential Vertical Overlap between the upstream market for the manufacture and sale of drugs in India, segmented into (a) market for manufacture and sale of pharmaceutical products; (b) market for manufacture and sale of medical devices; and (c) market for manufacture and sale of OTC products and the downstream market for healthcare services; and
- Potential Complementary Overlap between market for the provision of health insurance products in India (Health Insurance Products Market) and the Healthcare Services Market.
However, in all such markets, the parties' presence was not significant and remained subject to effective competitive constraints. CCI concluded that the proposed combination is not likely to cause an appreciable adverse effect on competition (AAEC) in India.
Accordingly, the transaction has been unconditionally approved.
CCI APPROVES ACQUISITION IN ORIENT CEMENT LIMITED BY AMBUJA CEMENTS LIMITED
The CCI approved the proposed combination envisaging the acquisition of up to 72.8% of the issued share capital of Orient Cement Limited (Target) by Ambuja Cements Limited (Acquirer). Acquirer is a part of the Adani Group. The proposed transaction involves the acquisition of shareholding from existing promoters of the Target as well as through an open offer.
The Acquirer and the Target exhibit horizontal overlap in the market for the manufacture and sale of grey cement. While the relevant product market was defined as the market for grey cement, consistent with past CCI decisions, the precise relevant geographic market was left open. The CCI assessed the effects of the transaction in various markets for grey cement, including Andhra Pradesh, Telangana, Karnataka and Maharashtra (KTK/TN).
In the KTK/TN grey cement market, the combined market share of the parties was observed to be in the range of [15–20]% with an incremental share of less than 5%, alongside the presence of over 20 competitors such as UltraTech, JSW, and Dalmia. Accordingly, the CCI found no AAEC in any of the plausible geographic markets.
The CCI also noted that Acquirer and Target exhibit certain vertical linkages involving, limestone, fly ash, clinker, and construction activities, as well as existing supply arrangements for ready-mix concrete and coal. However, these were found not to raise any foreclosure concerns due to limited market presence and adequate competitive constraints. CCI concluded that the proposed combination is not likely to cause AAEC in India.
Accordingly, the transaction has been unconditionally approved.
CCI APPROVES ACQUISITION OF UPRISING SCIENCE PRIVATE LIMITED BY HINDUSTAN UNILEVER LIMITED
The CCI approved the proposed combination envisaging the acquisition of 100% of the share capital and control of Uprising Science Private Limited (Target) by Hindustan Unilever Limited (Acquirer), a part of the Unilever group.
The CCI observed horizontal overlaps between the Acquirer and the Target in the broader market for beauty and personal care products and the narrower segments of skincare and haircare products. Given the nature of the Target's operations, the CCI also considered the impact in the premium actives-led beauty & personal care (BPC) segment in India.
In the BPC segment, the Acquirer holds a significant market share ranging from [15–20]% in the broader segment, [30–
35]% in skincare sub-segment, and [15– 20]% in haircare sub-segment. In contrast, the Target has an insignificant presence with market shares of less than 1% in the BPC segment and haircare sub- segment and less than 2% in skincare sub-segment. In the premium actives-led BPC segment, the combined market share of the Acquirer and the Target is estimated in the range of [10–15]%, with the presence of other competitors. The CCI concluded that the proposed combination is not likely to cause AAEC in India.
Accordingly, the transaction has been unconditionally approved.
CCI APPROVES ACQUISITION IN AKASA AIR BY PI OPPORTUNITIES FUND-I SCHEME-II, 360 ONE PRIVATE EQUITY FUND, CLAYPOND CAPITAL PARTNERS PRIVATE LIMITED AND CERTAIN INDIVIDUALS
The CCI approved the proposed combination involving acquisition of approximately16.80% equity shareholding, on a fully diluted basis, in SNV Aviation Private Limited (Akasa Air/ Target) by PI Opportunities Fund-I Scheme-II (Acquirer 1), 13 executives of Acquirer 1 (Acquirer 2), Claypond Capital Partners Private Limited (Acquirer 3) and 360 ONE Private Equity Fund (Acquirer 4).
CCI observed that Acquirer 1 is part of Premji Invest Group (Acquirer 1 Group), Acquirer 3 is an affiliate of Pai Family Group (Acquirer 3 Group) and Acquirer 4 is part of 360 ONE Group (Acquirer 4 Group).
The CCI observed no horizontal overlaps in the proposed combination. CCI noted that vertical overlap exists between Navan Labs India Private Limited/Navan (portfolio company of Acquirer 1 Group) and the Target in the market for the provision of domestic and international passenger air transportation services in India by Target (upstream) and the market for the provision of travel agency services (and its segments) in India by Navan (downstream).
The CCI also observed that affiliates of Acquirer 4 Group are engaged in (i) distribution of general insurance products, including travel insurance, and (ii) business of providing baggage delivery services, thereby exhibiting complementary overlaps with the business activities of Target.
The CCI observed that the market shares of the Target in the market for both domestic and international passenger air travel is in the range of [0-5]% and of Navan in the market for travel agency services including its segments/sub- segments is insignificant. Given the insignificant market share, this vertical overlap is not likely to foreclose competition. With respect to the complimentary overlaps, CCI noted that these linkages are not likely to cause AAEC in India.
Accordingly, the transaction has been unconditionally approved.
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