CCI Greenlights TPG’s Acquisition of Aseem Infrastructure Finance

The Competition Commission of India (CCI) has given the green light to the acquisition of Aseem Infrastructure Finance Limited by TPG Nicobar SG Pte. Ltd. This significant deal encompasses a series of transactions, including a complete purchase of Aseem and subsequent moves involving ICICI Bank Limited.
The proposed combination features three key components. Firstly, TPG Nicobar SG Pte. Ltd., referred to as Nicobar, is set to acquire 100% of Aseem’s share capital. Following this, ICICI Bank will acquire a 5% stake in Aseem from Nicobar. Collectively, these actions constitute the “Aseem Acquisition.” The financing for Nicobar’s acquisition will be facilitated by TPG Rise Climate GSI SF Pte. Ltd. and Clydo Investments Pte. Ltd.
Additionally, part of this deal includes the divestment of Aseem’s entire holding, which amounts to 30.83% of NIIF Infrastructure Finance Limited (IFL), to the National Investment and Infrastructure Fund II (NIIF II). This trust operates under Indian laws and is recognized as a Category-II alternative investment fund.
As the final step of these transactions, there are plans for Climate Finance India Private Limited (CFIPL), a subsidiary of Nicobar, to merge with Aseem, designating Aseem as the surviving entity after the merger.
About the Entities Involved
Nicobar serves as a special purpose vehicle, ultimately owned by TPG, Inc., through both TPG Rise and Clydo. In India, it’s noteworthy that Nicobar has established CFIPL, a company registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC).
Aseem operates as a non-deposit taking middle layer-NBFC and is also registered with the RBI as an NBFC-Infrastructure Finance Company. It primarily focuses on providing financial services and loans to entities within the infrastructure sector.
On the other hand, IFL is classified as a non-deposit taking, non-banking financial company infrastructure debt fund, following registration under the Housing Development Finance Corporation Act of 1934. Meanwhile, CFIPL holds a Certificate of Registration from the RBI to function as a non-deposit taking NBFC-Investment and Credit Company.
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