AfriSam Consortium (Pty) Ltd and AfriSam (Pty) Ltd (10/LM/Feb07) [2007] ZACT 39 (7 June 2007)

AfriSam Consortium (Pty) Ltd and AfriSam (Pty) Ltd (10/LM/Feb07) [2007] ZACT 39 (7 June 2007)

The Tribunal found that the merger between AfriSam Consortium (Pty) Ltd and AfriSam (Pty) Ltd does not result in any overlap in the activities of the merging parties, as both ASC and Bunker Hills are newly formed entities with no prior trading history. Consequently, there is no need to define relevant markets or conduct a competition analysis. The transaction is structured to promote broad-based black economic empowerment and does not raise any public interest concerns. The change in control and shareholding structure does not affect competition in the market for cement and related products. The Tribunal therefore approved the merger unconditionally.

Citation
[2007] ZACT 39
Parties
Applicant: AfriSam Consortium (Pty) Ltd; Respondent: AfriSam (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
7 June 2007
Case Number
10/LM/Feb07
Procedural Posture
Merger Control / Merger Approval
Outcome
Merger approved unconditionally.
Judges
Y Carrim, M Mokuena, M Holden
Legal Topics
Merger Control, Broad Based Black Economic Empowerment, Change of Control, Public Interest, Share Buy Back
Competition Law Commercial and Corporate Merger Control Broad Based Black Economic Empowerment Change of Control Public Interest Share Buy Back

Case Brief

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Parties

AfriSam Consortium (Pty) Ltd

Applicant

AfriSam (Pty) Ltd

Respondent

Procedural Posture

Merger Control / Merger Approval

Legal Issues

  1. 1 Whether the proposed merger between AfriSam Consortium (Pty) Ltd and AfriSam (Pty) Ltd should be approved under the Competition Act.
  2. 2 Whether the transaction raises any competition concerns or public interest issues.
  3. 3 Whether the change in control and shareholding structure affects competition in the relevant market.

Ratio Decidendi

The Tribunal found that the merger between AfriSam Consortium (Pty) Ltd and AfriSam (Pty) Ltd does not result in any overlap in the activities of the merging parties, as both ASC and Bunker Hills are newly formed entities with no prior trading history. Consequently, there is no need to define relevant markets or conduct a competition analysis. The transaction is structured to promote broad-based black economic empowerment and does not raise any public interest concerns. The change in control and shareholding structure does not affect competition in the market for cement and related products. The Tribunal therefore approved the merger unconditionally.

Court Disposition

Merger approved unconditionally.

Orders

  • The merger between AfriSam Consortium (Pty) Ltd and AfriSam (Pty) Ltd is approved without conditions.