FBC Nominees No1 (Pty) Ltd & Another and SA Airlink (Pty) Ltd (47/LM/May07) [2007] ZACT 46 (17 July 2007)

FBC Nominees No1 (Pty) Ltd & Another and SA Airlink (Pty) Ltd (47/LM/May07) [2007] ZACT 46 (17 July 2007)

The Tribunal found that the proposed merger between FBC Nominees No1 (Pty) Ltd, Coronation Capital (Pty) Ltd, and SA Airlink (Pty) Ltd arose from a debt restructuring exercise, resulting in Nedbank and Coronation each acquiring 33.5% shareholding in SA Airlink. The acquiring firms do not compete with SA Airlink, and their aircraft leasing arrangements are part of their ordinary financing business. The transaction does not create any horizontal or vertical overlaps that would raise competition concerns. The Tribunal further noted that no significant public interest issues, such as retrenchments or adverse effects on particular industries, were identified. The acquisition results in...

Citation
[2007] ZACT 46
Parties
Applicant: FBC Nominees No1 (Pty) Ltd; Applicant: Coronation Capital (Pty) Ltd; Respondent: SA Airlink (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
17 July 2007
Case Number
47/LM/May07
Procedural Posture
Merger Application / Approval
Outcome
Merger approved without conditions.
Judges
D Lewis, N Manoim, Y Carrim
Legal Topics
Merger Control, Negative Control, Public Interest, Debt Restructuring
Competition Law Commercial and Corporate Merger Control Negative Control Public Interest Debt Restructuring

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Parties

FBC Nominees No1 (Pty) Ltd

Applicant

Coronation Capital (Pty) Ltd

Applicant

SA Airlink (Pty) Ltd

Respondent

Procedural Posture

Merger Application / Approval

Legal Issues

  1. 1 Whether the proposed merger will substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the transaction raises any significant public interest concerns under the Competition Act.
  3. 3 Whether the acquisition results in negative control as contemplated in section 12(2)(g) of the Act.

Ratio Decidendi

The Tribunal found that the proposed merger between FBC Nominees No1 (Pty) Ltd, Coronation Capital (Pty) Ltd, and SA Airlink (Pty) Ltd arose from a debt restructuring exercise, resulting in Nedbank and Coronation each acquiring 33.5% shareholding in SA Airlink. The acquiring firms do not compete with SA Airlink, and their aircraft leasing arrangements are part of their ordinary financing business. The transaction does not create any horizontal or vertical overlaps that would raise competition concerns. The Tribunal further noted that no significant public interest issues, such as retrenchments or adverse effects on particular industries, were identified. The acquisition results in...

Court Disposition

Merger approved without conditions.

Orders

  • The merger between FBC Nominees No1 (Pty) Ltd, Coronation Capital (Pty) Ltd, and SA Airlink (Pty) Ltd is approved.
  • No conditions are imposed on the approval.