Competition Commission of India has approved the proposed combination involving acquisition of 72.89% voting share capital in Prataap Snacks Limited by Authum Investment & Infrastructure Limited and Ms. Mahi Madhusudan Kela.

Authum Investment & Infrastructure Limited (Authum/ Acquirer No. 1) is a Non-Banking Finance Company registered with Reserve Bank of India with core business operations focused on investing in long term equity investment across listed and unlisted space, along with providing lending services through its integrated credit platform. The following are the services provided by the Acquirer: (a) Investment in listed and unlisted companies; (b) Investment in Real Estate; (c) Lending Business; and (d) Structured Credit. ADF Foods Limited (ADF Foods), a public listed company, is identified an affiliate of the Acquirer in terms of the Competition (Criteria of Combination) Rules, 2024 and is engaged in manufacturing and distribution of processed ready to eat frozen foods

Prataap Snacks Limited (Target) is a listed company incorporated in 2009, which is engaged in the business of snacks food and the entire operations are classified as a single segment, namely 'Snacks food’ including a wide range of extruded snacks, potato chips and others. The Target’s products are featured under the popular 'Yellow Diamond' and 'Avadh' brands.

The proposed transaction is bifurcated into two parts:

(a) Acquisition by Acquirer No. 1 of Equity Shares representing 42.33% of the Voting Share Capital of the Target by a Share Purchase Agreement with Sellers (i.e., Peak XV Partners Growth Investment Holdings I, Peak XV Partners Growth Investments II and Sequoia Capital GFIV Mauritius Investments).  Acquisition by Ms. Mahi Madhusudan Kela (Acquirer No. 2) of Equity Shares representing 4.54% of the Voting Share Capital of the Target from the above Sellers. It will result in acquisition by Acquirer No. 1 and Acquirer No. 2 of Equity Shares representing a total of 46.87% of the Voting Share Capital in the Target company.

(b) Acquirer No. 1 along with Acquirer No. 2 had publicly announced an Open Offer to the Public shareholders of the Target for acquisition of fully paid-up Equity Shares of the Target representing 26.01% of the Voting Share Capital of the Target.

The Acquirer shall become the promoter of the Target and Acquirer No. 2 will become member of the Promoter group of the Target. Further, the Sellers collectively under the Share Purchase Agreement will cease to be members of the promoter and promoter group of the Target Company.

Thus, the proposed combination involves the acquisition of Equity Shares representing a total of 72.89% of the Voting Share Capital of the Target by Acquirer No. 1 and Acquirer No. 2 (Proposed Combination).

Detailed order of the Commission will follow.

Combination approval: acquisition of majority voting control triggers promoter change and open offer to public shareholders. The Commission approved a combination where two acquirers acquire control of the target via a Share Purchase Agreement and a publicly announced open offer; the lead acquirer will become promoter and the second acquirer will join the promoter group while the selling shareholders will cease to be promoters.