CCI approves Caladium’s 7.49 per cent stake buy in Aditya Birla Fashion

The Competition Commission of India (CCI) has approved Caladium Investment Pte. Ltd’s (GIC Investor) acquisition of about 7.49 per cent shareholding in Aditya Birla Fashion and Retail Ltd on a fully diluted basis by way of a preferential issuance of equity and warrants.

Caladium Investment Pte. Ltd. (acquirer/GIC Investor) is wholly-owned by Lathe Investment Pvt Ltd, which is, in turn, wholly-owned by GIC (Ventures) Pvt Ltd (GIC Ventures). 

The GIC Investor is a special purpose vehicle organised as a private limited company in Singapore that is part of a group of investment holding companies managed by GIC Special Investments Private Ltd (GICSI).

Aditya Birla Fashion and Retail Ltd (target/ABFRL) is a publicly listed company, which along with its subsidiaries is engaged in the manufacture and retailing of branded apparel, footwear and accessories (AFA).

AFA operates across India through its retail stores, as well as distribution through its exclusive brand outlets and Pantaloons stores, multi-brand outlets, shop-in-shop stores across departmental stores, own online retail platforms and third-party e-commerce marketplaces.

OLAM AGRI HOLDINGS 

CCI has also approved acquisition of shares in Olam Agri Holdings Pte. Ltd. by SALIC International Investment Company

The proposed combination pertains to acquisition of 35.43 per cent stake in Olam Agri Holdings Pte. Ltd. (Olam Agri / Target) by SALIC International Investment Company (SIIC/ Acquirer).

SIIC is an unlisted limited liability company based in Riyadh, Saudi Arabia. It is fully owned and controlled by Saudi Agricultural and Livestock Investment Corporation (SALIC). 

SALIC is a Saudi Arabian investment company, active in the agricultural and food industries with investments both in Saudi Arabia and other countries. SIIC has been established to hold SALIC’s international investments.

Olam Agri is a company incorporated and headquartered in Singapore and operates as a merchant and processor of agricultural goods. It is active throughout the entire value chain of agriculture - farming, procurement, wholesale trading, processing, refining and distributing. More particularly, Olam Agri, both directly and indirectly, undertakes sale of various agri-commodities, including rice in India, both at the wholesale and the retail level.

ADITYA MARKETING-UMANG MERGER 

The CCI has approved the merger of Aditya Marketing and Manufacturing Pvt Ltd into Umang Commercial Company Pvt Ltd.

Umang Commercial Company (Acquirer) is a part of the Aditya Birla Group. The acquirer is an investment holding company and holds shareholding in various entities on behalf of Kumar Mangalam Birla and / or his family. The acquirer is registered with the Reserve Bank of India as a non-banking financial company (NBFC).

Aditya Marketing and Manufacturing Pvt Ltd (target) is a part of the B K Birla Group, a diversified group having businesses in various industry sectors. The target is an investment holding company and holds shareholding in various entities on behalf of late Basant Kumar Birla and his family (BKB Family). The target is registered with the RBI as a NBFC.

The proposed combination involves merger of the target into the acquirer in accordance with the Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013 (Scheme). 

As a result of the merger and in terms of the scheme, the shares held by the target in various entities will get transferred to the acquirer. Consequently, the acquirer group will acquire control over the following listed and unlisted entities:

a. Padmavati Investment Private Ltd;

b. Pilani Investment and Industries Corporation Ltd;

c. Century Textiles and Industries Ltd;

d. Century Enka Ltd; and

e. Ganesh Tubes and Services Private Ltd.

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