ApexHi Properties Limited v Business Venture Investments No. 1232 (Pty) Ltd (01/LM/Jan09) [2009] ZACT 45 (11 June 2009)

ApexHi Properties Limited v Business Venture Investments No. 1232 (Pty) Ltd (01/LM/Jan09) [2009] ZACT 45 (11 June 2009)

The Tribunal found that, although Business Venture Investments No. 1232 (Pty) Ltd does not control Ambit Properties Limited, the post-merger shareholding structure would result in ApexHi holding a significant stake in Ambit. The information provided was insufficient to conclusively determine that ApexHi would not exercise control over Ambit prior to a further notified transaction. To address this concern, the Tribunal imposed conditions prohibiting ApexHi from exercising control over Ambit and requiring divestiture should control be found. The merger was approved subject to these conditions, as there were no public interest concerns and no substantial lessening of competition identified...

Citation
[2009] ZACT 45
Parties
Applicant: ApexHi Properties Limited; Respondent: Business Venture Investments No. 1232 (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
11 June 2009
Case Number
01/LM/Jan09
Procedural Posture
Merger Application / Reasons for Conditional Approval
Outcome
Merger approved subject to conditions preventing ApexHi from exercising control over Ambit Properties Limited.
Judges
D Lewis, N Manoim, Y Carrim
Legal Topics
Merger Control, Shareholding Acquisition, Conditional Approval
Competition Law Commercial and Corporate Merger Control Shareholding Acquisition Conditional Approval

Case Brief

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Parties

ApexHi Properties Limited

Applicant

Business Venture Investments No. 1232 (Pty) Ltd

Respondent

Procedural Posture

Merger Application / Reasons for Conditional Approval

Legal Issues

  1. 1 Whether the proposed acquisition by ApexHi of Business Venture Investments No. 1232 (Pty) Ltd would result in ApexHi exercising control over Ambit Properties Limited prior to a further notified transaction.
  2. 2 Whether the merger would substantially prevent or lessen competition in the relevant market.
  3. 3 Whether conditions should be imposed to prevent ApexHi from exercising control over Ambit.

Ratio Decidendi

The Tribunal found that, although Business Venture Investments No. 1232 (Pty) Ltd does not control Ambit Properties Limited, the post-merger shareholding structure would result in ApexHi holding a significant stake in Ambit. The information provided was insufficient to conclusively determine that ApexHi would not exercise control over Ambit prior to a further notified transaction. To address this concern, the Tribunal imposed conditions prohibiting ApexHi from exercising control over Ambit and requiring divestiture should control be found. The merger was approved subject to these conditions, as there were no public interest concerns and no substantial lessening of competition identified...

Court Disposition

Merger approved subject to conditions preventing ApexHi from exercising control over Ambit Properties Limited.

Orders

  • The merger between ApexHi Properties Limited and Business Venture Investments No. 1232 (Pty) Ltd is approved subject to the condition that ApexHi shall not exercise control over Ambit Properties Limited.
  • Should ApexHi be found to exercise control over Ambit Properties Limited, ApexHi must divest its interest in Ambit.