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South Africa Judgment

Competition Tribunal

Airpots Company SA v Aviation Fuel Supply Assets (LM073Aug23) [2023] ZACT 58 (26 October 2023)

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Source document

01

Holding and result

The Tribunal found that the proposed acquisition by Airports Company South Africa SOC Ltd of the aviation fuel supply assets from BP Southern Africa (Pty) Ltd at George and King Phalo airports does not raise any competition or public interest concerns. The transaction consolidates ownership of the assets under the airport operator, with no evidence of a substantial lessening of competition or negative impact on stakeholders. Accordingly, the merger was approved without conditions.

Court disposition

Merger approved unconditionally.

Orders

  • The proposed large merger between Airports Company South Africa SOC Ltd and the aviation fuel supply assets of BP Southern Africa (Pty) Ltd at George and King Phalo airports is approved without conditions.

02

Material facts

Parties

Airports Company South Africa SOC Ltd

Applicant

BP Southern Africa (Pty) Ltd

Respondent

03

Procedural history

  1. Posture

    Large Merger / Merger Approval

04

Questions and positions

Legal issues

Party arguments

Applicant
Airports Company South Africa SOC Ltd submitted that the acquisition of the aviation fuel supply assets from BP Southern Africa (Pty) Ltd would consolidate ownership and operational control of the assets at George and King Phalo airports, with no adverse effect on competition or public interest.
Respondent
BP Southern Africa (Pty) Ltd did not oppose the merger and indicated that the transaction involved the transfer of all relevant immovable and movable assets used in its aviation fuel supply operations at the specified airports, with no anticipated negative impact on competition.

05

Court’s reasoning

  1. 01

    Competition Act, No. 89 of 1998

    A large merger must be assessed in terms of its effect on competition and public interest, and may be approved unconditionally if no substantial lessening of competition or adverse public interest effects are found.

06

Ratio, limits and disposition

Ratio decidendi

The Tribunal found that the proposed acquisition by Airports Company South Africa SOC Ltd of the aviation fuel supply assets from BP Southern Africa (Pty) Ltd at George and King Phalo airports does not raise any competition or public interest concerns. The transaction consolidates ownership of the assets under the airport operator, with no evidence of a substantial lessening of competition or negative impact on stakeholders. Accordingly, the merger was approved without conditions.

Obiter and limits

  • The Tribunal notes that the merger will result in the assets being owned by the state-owned airport operator, which may enhance operational efficiencies at the affected airports.
  • No third-party objections or concerns were raised during the assessment of the merger.

Court disposition

Merger approved unconditionally.

  • The proposed large merger between Airports Company South Africa SOC Ltd and the aviation fuel supply assets of BP Southern Africa (Pty) Ltd at George and King Phalo airports is approved without conditions.

Source and reliance status

Competition Tribunal

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Judgment reading view

Judgment text

The complete available source text.

Source document

Competition Tribunal

Judgment

[2023] ZACT 58

CASE NO: LM073Aug23

Merger Alert

Date of release: 26 October 2023

The following Merger Alert is for information purposes only and is not binding on the Competition Tribunal or any member of the Tribunal

OUTCOME

OF MERGER DECIDED BY THE TRIBUNAL

Type of matter Large merger

Parties involved Airports Company South Africa SOC Ltd and the aviation fuel supply assets of BP Southern Africa (Pty) Ltd located at George and King Phalo Airports

Tribunal decision

Approved without conditions

The Competition Tribunal (“Tribunal”) has unconditionally approved the proposed large merger in terms of which Airports Company South Africa SOC Limited ("ACSA") intends to acquire the aviation fuel supply assets of BP Southern Africa (Pty) Ltd (“bpSA”), located at the George and King Phalo airports (“the target assets”). Upon implementation of the proposed transaction, ACSA will own the target assets.

ACSA is a state-owned company that is majority owned and controlled by the South African Government, through the Department of Transport.

ACSA owns and operates various airports in South Africa, including the George and King Phalo airports.

The primary target firm is bpSA in respect of all immovables, movables, vehicles and equipment belonging to and used by bpSA in its aviation fuel supply operations at the George and King Phalo airports. bpSA leased the relevant premises at these two airports from ACSA, where it installed all immovable assets and purchased the movable assets required to operate the sites – which now comprise the target assets.

Issued by:

Gillian de Gouveia, Communications Manager

On behalf of the Competition Tribunal of South Africa

Tel: +27 (0) 12 394 1383

Cell: +27 (0) 82 410 1195

E-Mail: GillianD@comptrib.co.za

Twitter: @comptrib

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Authorities

Authorities used by the court

Cases, legislation, regulations, and constitutional provisions identified in the available record.

Competition Act, No. 89 of 1998

Legislation

Legislation referenced in the available case record.

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