PROPOSED ACQUISITION BY GAP ARTHUR HOLDCO L.P. OF 100% OF ACTIS HOLDINGS S.À R.L

Case type: MRR Form 2 (Simplified Procedure) Case Parties: Gap Arthur Holdco L.P./Actis Holdings S.à r.l Published: 05 Apr. 2024

This notification to the Federal Competition and Consumer Protection Commission (the Commission) relates to a foreign-to-foreign transaction involving the proposed acquisition by GAP Arthur Holdco, L.P., a Delaware limited partnership, (GAP Arthur Holdco) of 100% of Actis Holdings S. r.l., a Luxembourg private limited liability company (Actis Holdings or the "Target") (the "Proposed Transaction"). Affiliates of Actis Holdings ("Actis") manage a group of investment funds which have investments in various portfolio companies (Actis Portfolio Companies).

GAP Arthur Holdco is a newly incorporated limited partnership that is indirectly wholly owned by General Atlantic Partners, L.P. (GA) and is affiliated with a group of GA investment funds that provide capital for growth companies globally. GA, its affiliates, and its controlled portfolio companies are collectively referred to as "GA Group". The GA Group is a leading global growth capital firm that invests in six global sectors, namely, Consumer, Financial Services, Healthcare, Technology, Climate and Life Sciences, providing capital and strategic support to growing businesses.

In Nigeria, affiliates of GA invest in various portfolio companies engaged in sportswear manufacturing and retailing, commodities price reporting, solar energy solutions, online travel booking, a digital product marketplace, and an online chess platform. GAP Arthur Holdco, however, does not directly or indirectly invest in any portfolio companies in Nigeria. Actis is a sustainable infrastructure investor, investing globally in: Energy Infrastructure, Long Life Infrastructure, Digital Infrastructure, Real Estate and Private Equity. With approximately US$13 billion in asset under management, Actis has a track record of delivering competitive returns for institutional investors and measurable positive impact for the countries, cities and communities in which it operates. Actis invests in structural themes that support long-term, equitable growth in defensive, critical infrastructure across energy transition, digitalisation transition, and supply chain transformation. For more information on Actis, please visit its website: www.act.is. GA Group and Actis are collectively referred to as the Parties.

The Proposed Transaction provides an opportunity for the GA Group to create more diversified investment solutions by bolstering the Parties as strategic long-term partners to their respective investments and management teams. This Proposed Transaction brings together two global investors with a collective commitment to sustainability and supporting the energy transition. Furthermore, it enhances the Parties capacity to provide a global offering with deeper localised expertise, leveraging the complementary geographical presence of the respective businesses, and aligns a strong strategic and cultural fit across organisations. It is submitted that the Proposed Transaction raises no competition concerns as there are no horizontal or vertical overlaps between the activities of the Parties portfolio companies in Nigeria.

Accordingly, the Parties respectfully submit that there are no affected markets for the purposes of this notification and the Proposed Transaction will not prevent or lessen competition in any relevant market in Nigeria. In addition, the Proposed Transaction does not give rise to any public interest concerns and there will be no negative impact on employment in Nigeria.