CCI rejects plea to remove 'joint control' view on Jet-Etihad

Nov 27 2013, 20:20 IST
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Etihad is acquiring 24 per cent stake for about Rs 2,060 crore. Reuters Etihad is acquiring 24 per cent stake for about Rs 2,060 crore. Reuters
SummaryBoth pleas were rejected by CCI in a fresh order dated November 26 and published.

wish to enhance their airline business through a number of joint initiatives".

"In such a case, Etihad's acquisition of 24 per cent equity stake and the right to nominate two directors, out of the six shareholder directors, including the Vice-Chairman, in the Board of Directors of Jet, is considered as significant in terms of Etihad's ability to participate in the managerial affairs of Jet," CCI had said.

The para 16 of the original order observed that Jet and Etihad have entered into "a composite combination comprising inter alia the IA (Investment Agreement), SHA (Shareholder's Agreement) and the CCA (Commercial Cooperation Agreement) with the common/ultimate objective of enhancing their airline business through joint initiatives.

"The effect of these agreements including the governance structure envisaged in the CCA establishes Etihad's joint control over Jet, more particularly over the assets and operations of Jet."

The parties, with reference to para 14 of the main order, had submitted that the total board size of Jet, post deal, "would be 12 directors and not six shareholder directors as incorrectly stated in the order".

"While Jet has right to appoint four directors, Etihad only retains right to appoint two directors on the board, with remaining six directors being independent directors.

"It has also been stated that the Chairman will be a Jet nominee (appointed by the promoter) and will have a casting vote. Therefore, Jet would continue to retain control over the board, including the right to nominate the individuals as independent directors," the Commission's latest order said referring to the submissions made by the parties.

The Jet-Etihad deal had to be revised after Sebi raised objections over a previous structure that involved Etihad possibly getting larger control over Jet Airways, which is a publicly listed company in India.

CCI member Anurag Goel had dissented to the original order that approved the Jet-Etihad deal, saying that post combination it may cause appreciable adverse effect on competition within the relevant market.

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