The Competition Commission of India (CCI) has cleared the proposed amalgamation of Scottish & Newcastle India (SNIPL) with Vijay Mallya-owned United Breweries Ltd (UBL). As a result of this, SNIPL would cease to exist and UBL would be the surviving entity.

“Considering the facts on record and the details provided in the notice and the assessment of the proposed combinations is not likely to have an appreciable adverse effect on competition in India and therefore, the Commission hereby approves the proposed combination,” the CCI said in its order.

Share break-up

SNIPL, a private limited company, has no operations or activities and is merely holding 3.22 per cent shares in UBL.

Further, SNIPL is wholly-owned by Heineken UK, which in turn is a wholly-owned subsidiary of Heineken SV, the ultimate holding company of the Heineken Group.

UBL owns 37.38 per cent shares, while Heineken Group too has 37.38 per cent while the remaining 25.24 per cent is held by others. According to the scheme of amalgamation, over 84.89 lakh fully paid equity shares of UBL of Rs 1 would be issued for over 3.22 crore fully-paid equity shares of SNIPL of Rs 10 each

UBL produces, packages, distributes, markets and sells beer in India and abroad.

In its notice, UBL said that the objective of the proposed combination was to consolidate Heineken Group's shareholding in UBL, which would lead to consolidation of Heineken Group's presence in India through a single entity.

Deal with Heineken

CCI said that the aggregate of shares held by UB Group, Heineken and its shareholders in UBL, directly and or indirectly, before and after the proposed combination is not likely to give rise to any adverse competitive concern in India. In 2008, Heineken acquired Scottish & Newcastle's India assets as part of it and Carlsberg's carve-up of the UK-based brewer.

The deal gave Heineken a 37.5 stake in United Breweries, previously held by Scottish & Newcastle (S&N).

For several months, Heineken and United Breweries remained in talks over whether the former would be entitled to a degree of management control in the Indian brewer, as part of its stake-holding.

In December 2009, the two reached a deal, with Heineken winning the right to appoint three United Breweries' board members, including the position of CFO.

Heineken retails brands like Kingfisher Blue, Kingfisher Premium, Kingfisher Ultra, Kingfisher Blue, Kingfisher Strong, and Kingfisher Draught, Zingaro and Bullet among others. It has presence in 7-10 markets in India.

bindu.menon@thehindu.co.in

(This article was published on March 26, 2012)
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