Allen & Gledhill secures clearance in first merger reviewed by CCCS in real estate and real estate fund management space

10 March 2020

On 26 February 2020, the Competition and Consumer Commission of Singapore (“CCCS”) announced its clearance of the proposed acquisition by ARA Logistics Ventures I Limited (“ARA Logistics”) of shares in LOGOS China Investments Limited (“LOGOS”) (collectively, “Parties”) (“Proposed Transaction”). CCCS has concluded that the Proposed Transaction, if carried into effect, will not lead to a substantial lessening of competition within the relevant markets in Singapore and, accordingly, will not infringe section 54 of the Competition Act (“Act”). Section 54 of the Act prohibits mergers that have resulted, or may be expected to result, in a substantial lessening of competition within any market in Singapore.

CCCS was notified of the Proposed Transaction by ARA Logistics on 6 January 2020. CCCS cleared the Proposed Transaction following a public consultation conducted from 16 January 2020 to 30 January 2020 during which CCCS contacted key stakeholders including competitors and customers. CCCS also engaged various government agencies to gather relevant information necessary for CCCS’s assessment of the Proposed Transaction.

Allen & Gledhill’s Competition & Antitrust Practice acted for the sole applicant in securing the clearance. This was the first merger reviewed by CCCS in the real estate and real estate fund management space.

Parties

ARA Logistics is wholly-owned by ARA Asset Management Holdings Pte. Ltd. (“ARA”), a premier global integrated real assets fund manager based in Singapore with country desks across key cities in Australia, China, Europe, Japan, Korea and the US. ARA and the ARA group of companies are a fully integrated investment and fund management platform with in-house resources, and extensive experience in investing, managing and divesting real estate assets.

Incorporated in the British Virgin Islands, LOGOS is the holding company of LOGOS China Investments Limited and its affiliates (“LOGOS Group”). The LOGOS Group’s principal business is the management of funds which acquire, develop and operate logistics properties in Asia Pacific, including Singapore.

CCCS’s assessment

In assessing the Proposed Transaction, CCCS considered the relevant markets to be as follows:

• Supply of warehouse space for rental in Singapore; and
•  Global supply of fund management services for industrial real estate assets.

In both relevant markets, CCCS found that competition concerns are unlikely to arise from the Proposed Transaction because the combined market share of the Parties is sufficiently below CCCS’s indicative threshold. The findings for each relevant market are set out in summary below:

• Market for the supply of warehouse space for rental in Singapore: CCCS found that the merged entity would likely continue to face significant competition because customers may choose from a number of alternative suppliers of warehouse space for rental in Singapore. Customers of the Parties are also likely able to self-supply warehouse space for rental in Singapore and counter price increases by the Parties. Further, potential and existing suppliers of warehouse rental space in Singapore would likely continue to be a competitive constraint on the merged entity, given that barriers to entry and expansion are not high.
• Market for the global supply of fund management services for industrial real estate assets: CCCS found that the Parties are unlikely to be each other’s closest competitor as their investment portfolios differ in scope. Customers can choose from a large number of fund managers globally and switch service providers. The ability and likelihood of expansion by existing fund managers would likely continue to be a competitive constraint on the merged entity after the Proposed Transaction.

CCCS’s Grounds of Decision will be made available in due course on its public register.