Osmosis Buyer Limited and Osmosis Holdings Australia Pty Ltd

On 19 May 2022, the ACCC announced it had accepted an undertaking (the Undertaking) given by Osmosis Buyer Limited (Osmosis) and its subsidiary Osmosis Holding Australia Pty Ltd pursuant to s 87B of the Competition and Consumer Act 2010 (Cth) in connection with Osmosis’s proposal to acquire all issued shares of Firewall Holding S.À R.L (Firewall) (the Proposed Acquisition).

Osmosis owns Culligan Group (Culligan) and Zip Heaters (Aust) Pty Ltd (Zip). Firewall owns Waterlogic Group Holdings Limited (Waterlogic) and Billi Australia Pty Ltd (Billi). 

The ACCC concluded that, in the absence of the Undertaking, the Proposed Acquisition would have the effect, or be likely to have the effect, of substantially lessening competition in markets for the manufacture, supply and servicing of multi-functional taps in Australia.

Objective of the Undertaking

The objective of the Undertaking is to address the ACCC’s competition concerns as set out in the Undertaking that would otherwise arise as a consequence of the Proposed Acquisition.

The Undertaking aims to achieve this objective by placing obligations on Osmosis to:

1. ensure that the Divestiture Business is sold to an Approved Purchaser that will result in the creation or strengthening of a viable, effective, stand-alone, independent and long term competitor for the manufacture, supply and servicing of multi-functional taps in Australia;
2. ensure the purchaser of the Divestiture Business has all the necessary associated assets, rights and agreements to compete effectively with Zip in the manufacture, supply and servicing of multi-functional taps in Australia;
3. maintain the economic viability, marketability, competitiveness and goodwill of the Divestiture Business prior to divestiture;
4. include in the Divestiture Business relevant intellectual property rights such that the Billi brand will remain under independent ownership and control in Australia;
5. hold its interest in the Divestiture Business separate from its other assets and businesses pending divestiture of the Divestiture Business;
6. appoint an Approved Independent Manager to manage the Divestiture Business from the Control Date to the Divestiture Date; and
7. provide for the effective oversight of Osmosis’ compliance with this Undertaking.