CCI Approves GMR Airports Infra- Aéroports de Paris S.A. Deal

CCI Approves GMR Airports Infra- Aéroports de Paris S.A. Deal

The Competition Commission of India (CCI) has given its green signal for the approval of the proposed deal of GMR Airports Infrastructure and Aéroports de Paris S.A. (ADP) as per the green channel route.

The proposed combination is an acquisition under Section 5(a) of the Competition Act, 2002, and involves the acquisition by ADP of up to: (i) 100% of the equity shares of GISL directly, and (ii) 49% of the equity shares of GAL directly and indirectly.

The Acquirer, ADP, is an international airport operator based in Paris, and carries out the following principal businesses in the airport value chain: (a) financing, (b) designing, and (c) operating infrastructure, for a network of 25 airports in 13 countries in Europe, Asia (not including India), Africa and South America.

In particular, ADP owns and operates the three main airports in Paris (i.e., ParisCharles de Gaulle, Paris-Orly and Paris-Le Bourget). Currently, ADP and its group have no operations in India, and do not have any shareholding or investment interest in any entity that carries on business in India.

Whereas, GMR Airports Limited (GAL), is an unlisted public company, which is a subsidiary of GMR Infrastructure Limited (GISL). GAL is engaged in developing, managing and operating airports in India and around the world, while also being engaged in associated business activities.

In India, GAL, through its subsidiaries, currently operates and manages two airports, i.e., Delhi airport and Hyderabad airport.

In addition, GAL (i) is developing a greenfield airport in Goa, (ii) recently (in 2019) received an LoA for the development and operations of Nagpur airport on a PPP basis, (iii) recently (in 2019) was announced as the highest bidder for the development and operation of a greenfield airport at Bhogapuram (near Vishakhapatnam) in Andhra Pradesh, and (iv) its subsidiary has been granted a concession / exclusive right to operate, administer, manage, improve, and maintain the civilian enclave at the Bidar Airport.

GISL is an operating and holding company and its primary business is to hold shares in GAL.

The CCI found that, there are no (i) horizontal overlaps, (ii) vertical links, or (iii) complementary businesses between the Acquirer and the Targets in India. Accordingly, the relevant market need not be defined.

Accordingly, the CCI observed, “in the absence of any overlaps between the Parties in India, the Proposed Combination does not raise any risk of adverse effect on competition in India, and is accordingly being submitted through the ‘Green Channel’ route under Regulation 5A of Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (as amended).”

Under the green channel route, wherein a transaction, which does not raise any risk of an appreciable adverse effect on competition, is deemed to be approved on being intimated to the competition regulator.