The Competition Commission of India (CCI) has approved the proposed combination involving acquisition in IRB Infrastructure Trust and MMK Toll Road Pvt Ltd by Cintra.
Cintra InvIT Investments BV (Cintra SPV 1) and Cintra IM Investments BV (Cintra SPV 2) are collectively referred to as “acquirers.”
The acquirers are SPVs (wholly-owned subsidiaries of Cintra Global SE) which have been incorporated in the Netherlands for the purpose of the proposed combination and belong to the Ferrovial group.
The Cintra division of the Ferrovial group undertakes activities in relation to toll road development and management and the Ferrovial group is a global developer of transport infrastructure, mobility solutions and engineering and is engaged in the construction of civil works and buildings.
IRB Infrastructure Trust (Private InvIT) is a private trust registered under the Indian Trusts Act 1882 and SEBI’s Infrastructure Investment Trusts Regulations 2014. The sponsors of the trust are IRB Infrastructure Developers Ltd (IRB ListCo) and GIC. It is operating 14 highways assets, which are being managed pursuant to the concessions granted by the respective nodal agencies.
The Private InvIT invests in road infrastructure assets in India and all road projects of the Private InvIT are held through SPVs. MMK Toll Road Pvt Ltd (IM) is the investment manager of the Private InvIT which is an InvIT registered with the SEBI.
Proposed combination
The proposed combination involves: (i) Acquisition of approximately 24 per cent of the issued and outstanding unitholding (on a fully-diluted basis) along with certain commercially negotiated rights in the Private InvIT by Cintra SPV 1 (InvIT Transaction); (ii) Simultaneous acquisition of approximately 24 per cent equity shareholding along with the right to nominate a director on the board of directors of the IM of the Private InvIT by Cintra SPV 2 (IM Transaction).
In another move, the CCI has approved the proposed combination involving acquisition by IRB Infrastructure Trust in Meerut Budaun Expressway Ltd.