DRDGOLD Limited v Sibanye Gold Limited, trading as Sibanye-Stillwater (LM254Dec17) [2018] ZACT 8 (28 February 2018)

DRDGOLD Limited v Sibanye Gold Limited, trading as Sibanye-Stillwater (LM254Dec17) [2018] ZACT 8 (28 February 2018)

The Tribunal found that the proposed transaction, involving DRDGOLD's acquisition of selected assets from Sibanye-Stillwater and the granting of a call option, would not substantially prevent or lessen competition in the international gold and silver markets, as the merged entity's market share would remain below 5% and sufficient competitive constraints exist. The Tribunal accepted the Commission's view that the 24-month period for exercising the call option is reasonable and that notification is only required if the option is exercised after this period. No public interest concerns, including employment effects, were identified. The Tribunal therefore conditionally approved the...

Citation
[2018] ZACT 8
Parties
Applicant: DRDGOLD Limited; Respondent: Sibanye Gold Limited, trading as Sibanye-Stillwater
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
28 February 2018
Case Number
LM254Dec17
Procedural Posture
Merger Control / Tribunal Approval of Proposed Merger
Outcome
The proposed transaction is conditionally approved, subject to notification if the call option is exercised after 24 months from the approval date.
Judges
Yasmin Carrim, Medi Mokuena, Andiswa Ndoni
Legal Topics
Merger Control, Horizontal Overlap, Public Interest, Market Share Analysis
Competition Law Commercial and Corporate Merger Control Horizontal Overlap Public Interest Market Share Analysis

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 1 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

DRDGOLD Limited

Applicant

Sibanye Gold Limited, trading as Sibanye-Stillwater

Respondent

Procedural Posture

Merger Control / Tribunal Approval of Proposed Merger

Legal Issues

  1. 1 Whether the proposed acquisition and call option would substantially prevent or lessen competition in the relevant markets.
  2. 2 Whether the transaction raises any public interest concerns, including employment effects.
  3. 3 Whether the time frame for exercising the call option is reasonable and requires notification if exceeded.

Ratio Decidendi

The Tribunal found that the proposed transaction, involving DRDGOLD's acquisition of selected assets from Sibanye-Stillwater and the granting of a call option, would not substantially prevent or lessen competition in the international gold and silver markets, as the merged entity's market share would remain below 5% and sufficient competitive constraints exist. The Tribunal accepted the Commission's view that the 24-month period for exercising the call option is reasonable and that notification is only required if the option is exercised after this period. No public interest concerns, including employment effects, were identified. The Tribunal therefore conditionally approved the...

Court Disposition

The proposed transaction is conditionally approved, subject to notification if the call option is exercised after 24 months from the approval date.

Orders

  • The merger between DRDGOLD Limited and Sibanye Gold Limited, trading as Sibanye-Stillwater, is approved subject to the condition that if the call option is exercised after 24 months from the approval date, the parties must notify the Competition Commission.