BASF SE German v Rockwood Specialities Group GMBH Germany and Another (LM093Aug16) [2016] ZACT 92; [2016] 2 CPLR 808 (CT) (23 November 2016)

BASF SE German v Rockwood Specialities Group GMBH Germany and Another (LM093Aug16) [2016] ZACT 92; [2016] 2 CPLR 808 (CT) (23 November 2016)

The Tribunal found that the merger between BASF and the target firms would not result in a substantial prevention or lessening of competition in any relevant market. The parties' activities were complementary, and any horizontal overlap was temporary and would cease with the expiry of a distribution agreement. The merged entity would not be dominant in either coatings or surface treatment products, and would not have the ability to tie or bundle products to the detriment of competition. The tender processes for these products occur separately and at a global level, further limiting any anti-competitive effects. The Tribunal also found no adverse impact on employment or other public...

Citation
[2016] ZACT 92
Parties
Applicant: BASF SE, German; Respondent: Rockwood Specialties Group GMBH, Germany; Respondent: Chemetall U.S., Inc., USA
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
23 November 2016
Case Number
LM093Aug16
Procedural Posture
Merger Application / Approval
Outcome
Merger approved unconditionally.
Judges
Mondo Mazwai, Medi Mokuena, lmraan Valodia
Legal Topics
Merger Control, Substantial Lessening of Competition, Public Interest, Horizontal Overlap, Bundling and Tying
Competition Law Commercial and Corporate Merger Control Substantial Lessening of Competition Public Interest Horizontal Overlap Bundling and Tying

Case Brief

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Parties

BASF SE, German

Applicant

Rockwood Specialties Group GMBH, Germany

Respondent

Chemetall U.S., Inc., USA

Respondent

Procedural Posture

Merger Application / Approval

Legal Issues

  1. 1 Whether the proposed merger would result in a substantial prevention or lessening of competition in any relevant market.
  2. 2 Whether the merger would enable the merged entity to tie or bundle products in a manner that harms competition.
  3. 3 Whether the transaction raises any public interest concerns, including adverse effects on employment.

Ratio Decidendi

The Tribunal found that the merger between BASF and the target firms would not result in a substantial prevention or lessening of competition in any relevant market. The parties' activities were complementary, and any horizontal overlap was temporary and would cease with the expiry of a distribution agreement. The merged entity would not be dominant in either coatings or surface treatment products, and would not have the ability to tie or bundle products to the detriment of competition. The tender processes for these products occur separately and at a global level, further limiting any anti-competitive effects. The Tribunal also found no adverse impact on employment or other public...

Court Disposition

Merger approved unconditionally.

Orders

  • The proposed merger between BASF SE and the target firms is approved unconditionally.
  • No conditions are imposed on the approval of the transaction.