Amarchand gets first Form II merger clearance from CCI in record time of 26 days in Gujarat Gas Deal

The Competition Commission of India (CCI) has today cleared GSPC Distribution Network’s (GDNL) acquisition of 65.12% stake of Gujarat Gas Company Limited (GGCL) from British Gas (BG) for nearly Rs 2,500 crore ($464 million) in a record time of 26 days..The Competition Commission of India (CCI) has today cleared GSPC Distribution Network’s (GDNL) acquisition of 65.12% stake of Gujarat Gas Company Limited (GGCL) from British Gas (BG) for nearly Rs 2,500 crore ($464 million) in a record time of 26 days..Amarchand Mangaldas Mumbai’s Competition Law team, on November 1, 2012, filed India’s first Form II merger notification before the CCI with regard to this proposed acquisition of GGCL..The CCI order dated January 8, 2013 said,“… the Commission is of the opinion that the proposed combination is not likely to have an appreciable adverse effect on competition in India”..The Amarchand team was led by Managing Partner Cyril Shroff and Competition Law Partner Nisha Kaur Uberoi..Platinum Partners led by Partner Karam Daulet Singh and Freshfields London partner Rod Carlton advised BG Group on the transaction..Economic consulting firm, Nathan Associates conducted a detailed economic analysis regarding this proposed acquisition and provided a report..Speaking to Bar & Bench on this Form II merger clearance, Partner Nisha Kaur Uberoi said, “This was a challenging merger notification as it was India’s first Form II and the fact that it related to a sector which is a natural monopoly. The CCI has allayed industry’s concerns of Form-II merger notifications necessarily going to a Phase-2 investigation by clearing this combination within a 26 day period, excluding clock stops”..Form II (long form) is an exhaustive form requiring detailed economic analysis and competition impact assessment, including analysis of the overlaps between the business activities of the parties to the combination. Form II may be filed in case of a horizontal overlap where the combined market shares of the parties to the proposed acquisition exceed 15%; and in case of vertical overlap when the market share exceeds 25%..This is the first instance where the CCI evaluated a natural monopoly as well as the first case evaluated by the CCI involving both a merger notification under the Competition Act, 2002 as well as an open offer under the Takeover Code, according to the Amarchand press release.