CCI Approves Cintra’s Acquisition of Stake in IRB Infrastructure Trust and MMK Toll Road Pvt Ltd”

The Competition Commission of India (CCI) has greenlighted the proposed combination involving Cintra’s acquisition of significant stakes in IRB Infrastructure Trust and MMK Toll Road Private Limited.

Cintra InvIT Investments B.V. (Cintra SPV 1) and Cintra IM Investments B.V. (Cintra SPV 2), both special purpose vehicles (SPVs) wholly owned by Cintra Global S.E., are the acquirers in this transaction. Incorporated in the Netherlands specifically for this acquisition, these SPVs are part of the Ferrovial group. Cintra, a division of Ferrovial, specializes in the development and management of toll roads. The Ferrovial group, a global leader in transport infrastructure development, also provides mobility solutions and undertakes engineering and 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. Sponsored by IRB Infrastructure Developers Ltd (IRB ListCo) and GIC, the trust operates 14 highway assets managed through concessions granted by various nodal agencies. The Private InvIT focuses on investing in road infrastructure assets across India, holding all its road projects through different SPVs. MMK Toll Road Private Limited (IM) serves as the investment manager for the Private InvIT, which is registered with SEBI.

The approved combination entails two key transactions:

1. InvIT Transaction: Cintra SPV 1 will acquire approximately 24% of the issued and outstanding unitholding (on a fully-diluted basis) in the Private InvIT, along with certain commercially negotiated rights.
2. IM Transaction: Cintra SPV 2 will simultaneously acquire approximately 24% equity shareholding and gain the right to nominate a director to the board of directors of the IM of the Private InvIT.

This strategic move allows Cintra to significantly expand its presence and influence in the Indian infrastructure sector, particularly in the development and management of toll roads.

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