Decision CPC 43_2022

ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 43/2022 Case Number: 08.05.001.022.032 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of a concentration concerning the acquisition of the voting rights of Level Access Goldings, Inc. by KKR & Co. Inc., via Access Group Purchaser, Inc. Commission for the Protection of Competition: Mr. Aristos Aristeidou Palouzas Acting Chairperson Mr. Andreas Karydis Member Mr. Panayiotis Ousta Member Date of Decision: 29th of June 2022 SUMMARY OF THE DECISION On 15/06/2022, the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Access Group Purchaser, Inc., a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which funds, investment vehicles and/or separately managed accounts advised and/or managed by one or more subsidiaries of KKR & Co. Inc., (hereinafter “KKR”) via Access Group Purchaser, Inc. (hereinafter “Access Group Purchaser”), intend to acquire the voting rights of Level Access Goldings, Inc. (hereinafter the “Target”). The participating parties are the following: 1  Access Group Purchaser is a private company duly registered under the laws of The State of Delaware, of the United States of America. It is a special purpose vehicle with no previous business activities, which was established for the purposes of this transaction. It is indirectly controlled by funds, investment vehicles and/or funds, investment vehicles and/or separately managed accounts (SMAs) advised and/or managed by KKR. KKR is listed on the New York Stock Exchange and is an international investment company that offers a wide range of alternative investment funds and other investment products to investors. KKR is a global investment firm offering alternative asset management, capital markets and insurance solutions. KKR finances investment funds that invest in private equity, credit and real estate and has strategic partners that manage hedge funds. Each controlled KKR holding company has its own board(s), which generally includes one or more representatives of KKR, and is operated and financed independently of other controlled KKR holding companies.  The Τarget in this merger is Level Access Goldings, Inc., which is a private company duly registered under the laws of The State of Delaware, of the United States of America. It provides software, consulting and training solutions to help companies to ensure that they have websites, mobile applications, software and other technologies that are accessible to persons with disabilities and to help companies protect themselves against legal risks by ensuring compliance with disability laws. This concentration is based on the Transaction Agreement dated 25/05/20222 (hereinafter the “Agreement”) and an Agreement and Plan of Merger, dated 25/05/2022 (hereinafter the “Agreement and Plan of Merger”), pursuant to which Access Group Purchaser intends to acquire all securities with voting rights of Level Access, through merger. Access Group Merger Sub, Inc., a wholly-owned subsidiary of Access Group Purchaser, will merge with and into Level Access, with Level Access surviving the merger and continuing as a wholly-owned subsidiary of Access Group Purchaser. Concurrently, upon completion of the transaction, Access Group Purchaser will acquire all of the securities with voting rights of eSSENTIAL Accessibility Inc. (hereinafter the “EA”), a Canadian corporation, as defined in the Agreement. The Service will not proceed with further relevant analysis as the company in question does not operate in Cyprus. 2 According to the data of the notification, the Service concludes that this transaction consists of two stages: Stage 1: Under the terms of the Agreement, Access Group Purchaser intends to acquire all securities with voting rights of Level Access, Stage 2: Under the terms of the Agreement and Plan of Merger, Access Group Merger Sub, Inc., a wholly owned subsidiary of Access Group Purchaser, will merge with and into Level Access, with Level Access surviving the merger and to continue as a wholly owned subsidiary of Access Group Purchaser. In the light of the above, the Commission concludes that the proposed concentration concerns two interrelated operations, namely (a) acquisition of all securities with voting rights of Level Access by Access Group Purchaser and (b) a merger of Access Group Merger Sub, Inc., a wholly owned subsidiary of Access Group Purchaser, with Level Access surviving the merger and to continue as a wholly owned subsidiary of Access Group Purchaser, which constitute a single concentration as referred to in article 7 of the Law, since the result of said actions is the acquisition, directly or indirectly, of control over the activities of one or more other companies. The Commission, taking into account the facts of the concentration, has concluded that upon completion of this merger, KKR via Access Group Purchaser will acquire the sole control over the Target, in accordance with the provisions of section 6