Daimler Truck Holding AG v Daimler Truck AG (LM049Jul21) [2021] ZACT 49 (19 August 2021)

Daimler Truck Holding AG v Daimler Truck AG (LM049Jul21) [2021] ZACT 49 (19 August 2021)

The Tribunal found that the proposed merger between Daimler Truck Holding AG and Daimler Truck AG would not result in any horizontal or vertical overlaps, as the acquiring firm is a newly established entity with no activities. The transaction is essentially an unbundling, with Daimler AG divesting its trucks and buses business to a new entity, resulting in a loss of control but retaining a minority shareholding. The Commission's investigation revealed no negative impact on employment, with commitments to comply with section 197 of the Labour Relations Act and no anticipated retrenchments. The transaction would not affect the spread of ownership by historically disadvantaged persons or...

Citation
[2021] ZACT 49
Parties
Applicant: Daimler Truck Holding AG; Respondent: Daimler Truck AG
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
19 August 2021
Case Number
LM049Jul21
Procedural Posture
Merger Clearance Application / Order and Reasons Issued
Outcome
Merger unconditionally approved.
Judges
E Daniels, I Valodia, T Vilakazi
Legal Topics
Large Merger, Public Interest Assessment, Employment Protection, Spread of Ownership, Section 197 Lra
Competition Law Large Merger Public Interest Assessment Employment Protection Spread of Ownership Section 197 Lra

Case Brief

Summary, issues, holding and outcome

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Parties

Daimler Truck Holding AG

Applicant

Daimler Truck AG

Respondent

Procedural Posture

Merger Clearance Application / Order and Reasons Issued

Legal Issues

  1. 1 Whether the proposed merger would substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the merger would negatively affect employment in South Africa.
  3. 3 Whether the merger would impact the spread of ownership by historically disadvantaged persons and workers.

Ratio Decidendi

The Tribunal found that the proposed merger between Daimler Truck Holding AG and Daimler Truck AG would not result in any horizontal or vertical overlaps, as the acquiring firm is a newly established entity with no activities. The transaction is essentially an unbundling, with Daimler AG divesting its trucks and buses business to a new entity, resulting in a loss of control but retaining a minority shareholding. The Commission's investigation revealed no negative impact on employment, with commitments to comply with section 197 of the Labour Relations Act and no anticipated retrenchments. The transaction would not affect the spread of ownership by historically disadvantaged persons or...

Court Disposition

Merger unconditionally approved.

Orders

  • The merger between Daimler Truck Holding AG and Daimler Truck AG is approved in terms of section 16(2)(a) of the Competition Act, 1998.
  • A Merger Clearance Certificate is to be issued in terms of Competition Tribunal Rule 35(5)(a).