Caxton CTP Publishers and Printers Limited and Naspers Ltd / Electronic Media Network Ltd / Supersport International Holdings Ltd / Competition Commission (16/FN/Mar04) [2004] ZACT 25; [2004] 1 CPLR 217 (CT) (13 April 2004)

Caxton CTP Publishers and Printers Limited and Naspers Ltd / Electronic Media Network Ltd / Supersport International Holdings Ltd / Competition Commission (16/FN/Mar04) [2004] ZACT 25; [2004] 1 CPLR 217 (CT) (13 April 2004)

The Tribunal held that the scheme of arrangement did not constitute a notifiable merger. Although Naspers' aggregate economic interest in M-Net post-transaction would exceed 50%, it did not acquire sole control over M-Net or SuperSport. The MNH98 holding remained subject to joint control with Johncom, and the transaction did not alter Naspers' legal or economic relationship to this portion of its interest. The Tribunal found that an increase in economic interest alone does not amount to a change of control for merger notification purposes. The applicant failed to demonstrate that Naspers acquired sole control over all its interests in M-Net. The Tribunal rejected the argument that every...

Citation
[2004] ZACT 25
Parties
Applicant: Caxton and CTP Publishers and Printers Limited; Respondent: Naspers Limited; Respondent: Electronic Media Network Limited; Respondent: SuperSport International Holdings Limited; Respondent: Competition Commission
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
13 April 2004
Case Number
16/FN/Mar04
Procedural Posture
Merger Notification Application / Final Determination on Notifiability of Merger
Outcome
Application dismissed with costs awarded to the first to third respondents.
Judges
N Manoim, D Lewis, M Moerane
Legal Topics
Merger Notification, Change of Control, Joint Control, Economic Interest, Section 12 Competition Act
Competition Law Commercial and Corporate Merger Notification Change of Control Joint Control Economic Interest Section 12 Competition Act

Case Brief

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Parties

Caxton and CTP Publishers and Printers Limited

Applicant

Naspers Limited

Respondent

Electronic Media Network Limited

Respondent

SuperSport International Holdings Limited

Respondent

Competition Commission

Respondent

Procedural Posture

Merger Notification Application / Final Determination on Notifiability of Merger

Legal Issues

  1. 1 Whether the scheme of arrangement constitutes a notifiable merger under section 12 of the Competition Act.
  2. 2 Whether Naspers Limited acquired sole or joint control over M-Net and SuperSport as a result of the transaction.
  3. 3 Whether an increase in economic interest amounts to a change of control for merger notification purposes.

Ratio Decidendi

The Tribunal held that the scheme of arrangement did not constitute a notifiable merger. Although Naspers' aggregate economic interest in M-Net post-transaction would exceed 50%, it did not acquire sole control over M-Net or SuperSport. The MNH98 holding remained subject to joint control with Johncom, and the transaction did not alter Naspers' legal or economic relationship to this portion of its interest. The Tribunal found that an increase in economic interest alone does not amount to a change of control for merger notification purposes. The applicant failed to demonstrate that Naspers acquired sole control over all its interests in M-Net. The Tribunal rejected the argument that every...

Court Disposition

Application dismissed with costs awarded to the first to third respondents.

Orders

  • The application is dismissed with costs.
  • The applicant is to pay the costs of the first to third respondents, including the costs of two legal representatives.