Compagnie Gervais Danone Clover Beverages and Clover SA (Pty) Ltd Danone-Clover (Pty) Ltd (04/LM/Jan03) [2003] ZACT 13 (13 March 2003)

Compagnie Gervais Danone Clover Beverages and Clover SA (Pty) Ltd Danone-Clover (Pty) Ltd (04/LM/Jan03) [2003] ZACT 13 (13 March 2003)

The Tribunal found that the merger is an internal restructuring within the Clover Group, with no product or geographic overlap between the parties. The non-compete clause was deemed commercially reasonable and not anti-competitive, given the absence of prior competition between Clover and Danone in South Africa. The merger does not alter the market structure or remove any existing competitors. There are no public interest concerns that would affect the approval. Accordingly, the merger will not lead to a substantial lessening of competition and is approved unconditionally.

Citation
[2003] ZACT 13
Parties
Applicant: Compagnie Gervais Danone; Applicant: Clover SA (Pty) Ltd; Respondent: Clover Beverages; Respondent: Danone-Clover (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
13 March 2003
Case Number
04/LM/Jan03
Procedural Posture
Merger Clearance / Merger Approval
Outcome
Merger approved unconditionally; no substantial lessening of competition or public interest concerns identified.
Judges
N. Manoim, D. Lewis, P. Maponya
Legal Topics
Merger Clearance, Non Compete Clause, Joint Venture, Market Structure, Public Interest
Competition Law Merger Clearance Non Compete Clause Joint Venture Market Structure Public Interest

Case Brief

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Parties

Compagnie Gervais Danone

Applicant

Clover SA (Pty) Ltd

Applicant

Clover Beverages

Respondent

Danone-Clover (Pty) Ltd

Respondent

Procedural Posture

Merger Clearance / Merger Approval

Legal Issues

  1. 1 Whether the internal restructuring of the Clover Group constitutes a substantial lessening of competition in the relevant market.
  2. 2 Whether the non-compete clause in the Shareholders' Agreement is commercially reasonable and anti-competitive.
  3. 3 Whether there are any public interest concerns arising from the merger.

Ratio Decidendi

The Tribunal found that the merger is an internal restructuring within the Clover Group, with no product or geographic overlap between the parties. The non-compete clause was deemed commercially reasonable and not anti-competitive, given the absence of prior competition between Clover and Danone in South Africa. The merger does not alter the market structure or remove any existing competitors. There are no public interest concerns that would affect the approval. Accordingly, the merger will not lead to a substantial lessening of competition and is approved unconditionally.

Court Disposition

Merger approved unconditionally; no substantial lessening of competition or public interest concerns identified.

Orders

  • The merger between Compagnie Gervais Danone, Clover SA (Pty) Ltd, Clover Beverages, and Danone-Clover (Pty) Ltd is approved unconditionally.
  • No conditions are imposed on the approval of the merger.