Competition Commission v Media24 (Pty) Ltd and Another (FTN026May19) [2019] ZACT 31 (10 July 2019)

Competition Commission v Media24 (Pty) Ltd and Another (FTN026May19) [2019] ZACT 31 (10 July 2019)

The Tribunal confirmed the consent agreement on the basis that Media24 and Novus had contravened section 13A(3) of the Competition Act by implementing a notifiable merger without prior approval. However, the Tribunal accepted that the parties had engaged with the Commission and relied on the Tribunal's earlier order, which found no change in control. The subsequent Competition Appeal Court judgment clarified that a change in control had occurred, rendering the transaction notifiable. Given the parties' good faith conduct, prior engagement, and subsequent notification and divestiture, the Tribunal found that settlement without penalty was appropriate. The parties undertook to notify future...

Citation
[2019] ZACT 31
Parties
Applicant: Competition Commission; Respondent: Media24 (Pty) Ltd; Respondent: Novus Holdings Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
10 July 2019
Case Number
FTN026May19
Procedural Posture
Consent Order / Confirmation of Consent Agreement
Outcome
Consent agreement confirmed as an order of the Tribunal; no penalty imposed.
Judges
N Manoim, Y Carrim, I Valodia
Legal Topics
Prior Implementation of Merger, Notifiable Merger, Section 13a Violation, Merger Notification, Competition Compliance
Competition Law Commercial and Corporate Prior Implementation of Merger Notifiable Merger Section 13a Violation Merger Notification Competition Compliance

Case Brief

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Parties

Competition Commission

Applicant

Media24 (Pty) Ltd

Respondent

Novus Holdings Ltd

Respondent

Procedural Posture

Consent Order / Confirmation of Consent Agreement

Legal Issues

  1. 1 Whether the implementation of the Restated Management Agreement constituted a notifiable merger under the Competition Act.
  2. 2 Whether Media24 and Novus contravened section 13A(3) of the Competition Act by implementing the merger without prior approval.
  3. 3 Whether settlement without penalty is appropriate given the parties' prior engagement with the Commission and Tribunal.

Ratio Decidendi

The Tribunal confirmed the consent agreement on the basis that Media24 and Novus had contravened section 13A(3) of the Competition Act by implementing a notifiable merger without prior approval. However, the Tribunal accepted that the parties had engaged with the Commission and relied on the Tribunal's earlier order, which found no change in control. The subsequent Competition Appeal Court judgment clarified that a change in control had occurred, rendering the transaction notifiable. Given the parties' good faith conduct, prior engagement, and subsequent notification and divestiture, the Tribunal found that settlement without penalty was appropriate. The parties undertook to notify future...

Court Disposition

Consent agreement confirmed as an order of the Tribunal; no penalty imposed.

Orders

  • The consent agreement between the Competition Commission, Media24 (Pty) Ltd, and Novus Holdings Ltd is confirmed as an order of the Tribunal.
  • Media24 and Novus must notify the Commission of any future notifiable mergers as defined in the Competition Act.