CCI approves acquisition of GrazianoFairfield AG by Dana International Luxembourg S.Á R.L

On December 19, 2018, CCI approved the acquisition of 100% stake of GrazianoFairfield AG (‘Graziano’/ ‘Target’) by Dana International Luxembourg S.Á R.L (‘Dana’/‘Acquirer’) (collectively referred to as ‘Parties’) pursuant to execution of a share and loan purchase agreement signed on July 29, 2018. [1]

The Acquirer is engaged in the business of engineering, manufacturing and sales of planetary gearboxes, axles and transmissions for automotive, commercial vehicle and off-highway vehicles. The Acquirer also operates Dana India Technical Center that engineers design, develop, and validate axles, driveshafts, sealing, and thermal management products.

Graziano, in India, is present through its subsidiaries, namely: (i) Fairfield Atlas Limited; and (ii) Graziano Trasmissioni India Private Limited. These subsidiaries offer products, including: (i) gear components; (ii) shifting solutions (synchronizers and clutches); (iii) driveline products (axles); and (iv) custom gear assemblies and solutions.

CCI found overlaps in several product segments in India, such as: (i) planetary gearboxes for off highway vehicles; and (ii) axles for construction vehicles. Further, the Parties were also found to be present in the vertically linked market i.e., in the manufacture and supply of gears (upstream) used in axles for commercial and off-highway vehicles in India (downstream).

In its competition assessment, CCI observed that in the market for planetary gearboxes for off highway vehicles in India the combined market shares of the Parties were insignificant. In the market for axles for construction vehicles in India, CCI assessed the narrower segments[2] and concluded that there were no overlaps in the narrower market segments. However, in the broader market for axles for construction vehicles, the combined market share was within the range of 20%- 25% with an increment between 5%-10% (in terms of value) but considerably lesser in terms of volume. Additionally, there were several other players in the market such as Carraro, Kessler and Meritor.

While assessing the vertical links between the Target and the Acquirer, CCI observed that Graziano had a market share between 10%-15% in the upstream market for manufacture and supply of gears and Dana in the downstream market for axles had a market share between 15%-20%. Both, the upstream and downstream market had several players. Additionally, Acquirer’s requirement for gears was significantly small vis- á- vis the total sales of gears of the Target. Therefore, it was unlikely that there would be an incentive to foreclose. Therefore, CCI approved the combination as it was unlikely to have any AAEC in India.

[1] Combination Registration No. C-2018/10/607
[2] Dana supplied axles for compactor, front end loader, mining loader and Graziano supplied axles only for motor grader and wheel loader.

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