CCI Approves Acquisition by BCP Acquisitions LLC, and CDPQ Fund 780 L.P. and CDP Investissements Inc. (collectively) of the Global Power Solutions Business of Johnson Controls International Plc

On February 14, 2019, CCI approved the acquisition by BCP Acquisitions LLC (‘BCP’), CDPQ Fund 780 L.P. (‘CDPQ Fund’) and CDP Investissements Inc. (‘CDP’) (collectively) of the global power solutions business (‘Target Business’) of Johnson Controls International plc (‘JCI’) (‘Proposed Combination’). BCP is a part of Brookfield Assets Management Inc. (‘Brookfield’) whereas both CDPQ Fund and CDP are wholly owned by Caisse de dépôt et placement du Québec (‘CDPQ’). Pursuant to the Proposed Combination, Brookfield (through BCP) and CDPQ (through CDPQ Fund and CDP) will own 70% and 30% of the Target Business, respectively. The Proposed Combination was notified to CCI pursuant to the share and asset purchase agreement dated November 13, 2018, executed between JCI and BCP (‘SAPA’), and a binding term sheet, entered into between Brookfield and CDPQ pursuant to which both Brookfield and CDPQ had proposed to enter into a shareholders agreement (‘SHA’). (BCP, CDPQ Fund, CDP and JCI are collectively referred to as ‘Parties’). [1]

BCP is a special purpose vehicle (‘SPV’) formed for the purposes of the Proposed Combination, and is not engaged in any business activity in India. Brookfield has various investments across multiple sectors such as real estate, infrastructure etc. in India and elsewhere. CDPQ Fund and CDQ do not have any direct presence in India and CDPQ is a Canadian institutional investor that manages funds primarily for public and para-public pension and insurance plans. The Target Business is engaged in the business of inter alia manufacturing and distribution of low voltage energy storage products using lead-acid and lithium-ion technologies, primarily for use in passenger vehicles, trucks and other motive applications. The Target Business’ products are sold to, or distributed through, original equipment manufacturers and aftermarket retailers and distributors, and the Target Business  is present in India only through its 26% equity shareholding in Amara Raja Batteries Limited (‘ARBL’).

Based on the information provided by the Parties, CCI noted that Brookfield does not have any portfolio investments in India in the same business as that of the Target Business. Further, CDPQ holds certain investments in entities engaged in manufacturing and sale of lead acid-based batteries in India or may have potential vertical linkages with the Target Business. However, given that these investments of CDPQ were of less than five percent of the total equity share capital and in the absence of any special veto/governance rights, CCI approved the Proposed Combination in light of there being no substantial horizontal or vertical overlap between the Parties.

[1] Combination Registration No.C-2019/01/630

Published In:Inter Alia Special Edition - Competition Law - April 2019 [ English
Date: April 1, 2019