Statement from the Competition Council regarding the concentration project involving the exclusive takeover by “Partners Group AG” of the companies “Rosen Swiss AG”, “Rosen IP AG”, and “HORONA Inc.” through the acquisition of 100% of their shares and related voting rights

In accordance with Article 13 of Law 104-12 on freedom of prices and competition and Article 10 of Decree No. 2-14-652 issued for its implementation as amended and supplemented, the Competition Council makes available to the public the “summary of the operation” below, containing the information provided by the parties.

This information has been prepared by the notifying parties, who are solely responsible. Any inaccurate or distorted information contained therein does not in any way prejudge the Competition Council’s position on the proposed operation.

The publication of this statement does not attest to the completeness of the file provided for in Article 9 of Decree No. 2-14-652 issued for the implementation of Law 104-12 on freedom of prices and competition as amended and supplemented.

Names of the companies and groups involved:

• The indirect acquirer: the group “Partners Group AG”;
• The direct acquirers: “PG Investment Company 59 SARL” and “Ursa Minor US Bidco LLC”;
• The targets: the companies “Rosen Swiss AG”, “Rosen IP AG”, and “HORONA Inc”.

Nature of the operation

– Exclusive takeover.

Economic sectors concerned

– Inspection services, regulatory compliance, and management of energy transport pipeline integrity.

Deadline for interested third parties to submit their observations

– 10 days from the date of publication of this statement, i.e., January 15, 2024.

NON-CONFIDENTIAL SUMMARY OF THE OPERATION

The Competition Council has received a notification whereby “Partners Group AG” intends to acquire exclusive control of the companies “Rosen Swiss AG”, “Rosen IP AG”, and “HORONA, Inc.” through the acquisition of 100% of their shares and related voting rights.

Partners Group AG is a public limited company based in Switzerland, active in investment management in the fields of private equity, private real estate, private infrastructure, and private debt.

Rosen Swiss AG is a public limited company (Aktiengesellschaft) incorporated under Swiss law, with its registered office at Obere Spichermatt 14, CH-6370 Stans, Switzerland, and registered in the commercial register (Handelsregister) of the canton of Nidwalden under CHE-109.856.315 (“Rosen Swiss”).

Rosen IP AG is a public limited company (Aktiengesellschaft) incorporated under Swiss law, with its registered office at Obere Spichermatt 14, CH-6370 Stans, Switzerland, and registered in the commercial register (Handelsregister) of the canton of Nidwalden under CHE- 257.840.346 (“Rosen IP”).

HORONA, Inc. is a company incorporated under the laws of the State of Delaware, United States of America, with its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, United States of America, and registered with the Delaware Department of State, Division of Corporations under file number 4262787 (“Horona”).

These companies are active in the development, manufacturing, and leasing of equipment for the inspection of pipelines and complex technical installations, as well as the provision of services in the aforementioned areas for the international market (including the necessary software solutions and related systems to operate the inspection vehicle, analyze the collected data, and provide associated engineering and consulting services), and are also engaged in repair and maintenance work in the oil and gas industry, as well as other services to the onshore and offshore oil and gas industry.

 

Done in Rabat on January 4, 2024