ISLAMABAD, Oct 17 (Focus Pakistan) - Nestlé water business in Pakistan has moved a step closer to leaving the Swiss group’s local unit, after the country’s competition watchdog cleared a joint venture with Los Angeles-based Platinum Equity. The four-page order the watchdog published leaves out the price, the size of the stake and Nestlé Water Pakistan’s market share.
The commission concluded that no company would gain a dominant hold on Pakistan’s bottled-water trade as a result of the deal.
Blank spaces appear in the published copy where four figures would sit: the percentage of shares Platinum’s vehicle will buy, the consideration in euros, its rupee equivalent, and Nestlé Pakistan Ltd’s estimated market share for fiscal 2025.
Nestlé Pure Life and Platinum chose the name Peranel for the 50:50 venture when they announced it on July 23. Nestlé said at the time that the deal valued Peranel at 4.9 billion euros and would bring it about 3 billion euros in cash at closing. Platinum put the figure at $5.6 billion. The valuation covers the entire global business, so it does not necessarily match the consideration missing from the Pakistani order, which relates to the stake Forward I will buy in WPB JVCo.
Perrier, S.Pellegrino and Pure Life will all sit under Peranel, with the head office in Paris. Pure Life traces its roots to Pakistan, where Nestlé put the first bottles on sale in 1998.
THE LUXEMBOURG ROUTE
Under the structure set out in the order, Nestlé Pakistan will use a scheme of arrangement to carve out its water business. It will then transfer that business as a going concern to a new subsidiary, Newco Pakistan. Newco will issue shares to Nestlé Pakistan in return. Those shares will then pass to an upstream Nestlé entity, placing the Pakistani business inside Nestlé Waters and, ultimately, the joint venture.
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The joint venture company, WPB JVCo S.à r.l., came into existence in Luxembourg on July 2, and Nestlé S.A. currently owns all of it. Platinum registered its buying vehicle, Forward I S.à r.l., in Luxembourg a day earlier. Forward I and Nestlé filed the merger application jointly.
The shares of Nestlé Pakistan sit with Société des Produits Nestlé S.A., an intermediate company the Swiss parent owns outright.
NO OVERLAP FOUND
The order names seven Platinum companies with business in Pakistan:
- Calderys Refractories Middle East Trading deals in refractory products.
- Club Car EMEA supplies golf and utility vehicles.
- Deluxe 142 handles media localisation.
- Ingram Micro Pakistan distributes IT products.
- Inventia Healthcare makes generic medicines.
- McGraw-Hill Education publishes teaching material.
- SDMO Industries builds power-generation equipment.
Not one of the seven bottles or sells water. The commission found no horizontal or vertical overlap between those companies and Nestlé’s water business, and said the deal would leave existing market shares unchanged. It cited “robust inter-brand competition” among certified manufacturers and said consumers can readily switch between established brands.
WHY NESTLÉ IS BRINGING IN A PARTNER
Nestlé Chief Executive Philipp Navratil has narrowed the group’s focus to core brands since taking charge. The water division generated about 3.5 billion Swiss francs last year, just under 4% of group revenue, and has faced scrutiny in France over mineral-water treatment practices.
Under the joint venture, Nestlé keeps half the business rather than exiting it. Navratil said in July that the partnership would give Peranel “enhanced agility.”
The commission authorised the merger under Section 31(1)(d)(i) of the Competition Act, 2010. Separately, it said certain ancillary restrictions in the deal documents could require exemption under Section 5 of the Act.
The approval does not complete the deal. According to the order, Nestlé’s exercise of the put option and the signing of the sale and purchase agreement both depend on the completion of a French works councils process. Nestlé said in July it expects the transaction to close in the first half of 2027, subject to employee consultations and regulatory approvals.
The commission said its assessment covered only the merger review under Section 11 of the Act. Matters outside its purview, it said, remain subject to other laws, court orders and regulators.
