On April 26, 2019, CCI approved the acquisition of up to 71% of the total equity shareholding of NIIT Technologies Limited (‘NIIT’) by Hulst B.V. (‘Hulst/Acquirer’).[1] The transaction was structured to be implemented by way of: (i) acquisition of 30.04% of NIIT’s share capital on a fully diluted basis from the promoters; (ii) acquisition of 26% of NIIT’s shares in an open offer; and (iii) acquisition of the remaining of 15% shares from the open market.

While NIIT is a global IT solutions provider, Hulst is an international private equity firm, which is part of the Baring Group, with a focus on private equity investments in Asia. It was noted that a group company of the Baring Group (Baring Asia Private Equity Fund V, L.P.) has invested in and controls HT Global IT Solutions Holdings Limited, which owns approximately 62.59% of the shares in Hexaware Technologies Limited (‘Hexaware’). Hexaware operates in a similar segment as NIIT Tech and offers various Information Technology (‘IT’) and Information Technology Enabled Services (‘ITES’).

In its assessment, CCI observed that a broad overlap existed between the Acquirer (present through Hexaware) and NIIT in the market for IT and ITES, and more specifically in relation to IT consulting, business process outsourcing, IT implementation services, and IT outsourcing services. However, owing to the insignificant combined market share of the parties and the presence of large players such as Tata Consultancy Services, Infosys, IBM, and Wipro, CCI unconditionally approved the combination.

[1] Combination Registration No. C-2019/04/658