The Competion Commission of India has approvesd the proposed combination involving inter-connected steps resulting in inter alia the acquisition of up to 68.9% shareholding in Roop Automotives Limited by CA Carob Investments (Investor).

The Proposed Combination involves certain inter-connected steps resulting in inter alia securities swap between HIL Shareholder and RAL, and the acquisition of up to 68.9% shareholding in RAL by Investor.

The Investor, incorporated in Mauritius is an investment holding company. It is a special purpose vehicle owned and controlled by the investment funds, advised and managed by the affiliates of the Carlyle Group Inc. (Carlyle). The Investor does not have any activities as on date.

Carlyle is a global alternative asset manager, which manages funds that invest globally across four investment disciplines: (i) corporate private equity (buyout and growth capital), (ii) real assets (real estate, infrastructure and energy and renewable resources), (iii) global credit (leveraged loans and structured credit, opportunistic credit, energy credit, private credit and distressed credit), and (iv) investment solutions (private equity fund of funds program and related co-investment and secondary activities).

RAL, a public limited company incorporated in India, is engaged in the manufacturing and selling of auto-components.

Highway Industries Limited is a public limited company incorporated in India. HIL is engaged in the business of manufacturing and selling of auto-components.

HIL Shareholder is a partnership firm existing under the laws of India and holds equity shares of HIL.

Mohit Oswal is the Managing Director and shareholder of RAL. Gaurav Jain is the Managing Director and shareholder of RAL.

Detailed order of the Commission will follow.

Combination approval for inter connected securities swap and acquisition enabling investor to acquire significant shareholding in an automotives company. The Competitition Commission of India approved a proposed combination effected through inter connected steps including a securities swap between a HIL shareholder and Roop Automotives Limited and the acquisition by CA Carob Investments of up to 68.9% shareholding in Roop Automotives Limited. The Investor is a Mauritius special purpose vehicle controlled by Carlyle affiliates; RAL and HIL are Indian public companies engaged in manufacturing and selling auto components. A detailed order will follow.