Investec Asset Management SA Group Limited v Investec Asset Management Holding (Pty) Ltd (LM1270ct19) [2020] ZACT 1; [2020] 1 CPLR 358 (CT) (9 January 2020)
The Tribunal found that the proposed demerger transaction does not result in any horizontal or vertical overlap between the merging parties, as they do not provide substitutable services or inputs to each other. The transaction will not alter the structure of the relevant market and is therefore unlikely to prevent...
Source-derived case information.
- Citation
- [2020] ZACT 1
- Parties
- Applicant: Investec Asset Management SA Group Limited; Applicant: Investec Asset Management UK Group PLC; Respondent: Investec Asset Management Holdings (Pty) Ltd; Respondent: Investec Asset Management Limited
- Court
- Competition Tribunal
- Jurisdiction
- South Africa
- Judgment Date
- 9 January 2020
- Case Number
- LM1270ct19
- Procedural Posture
- Merger Approval / Reasons for Decision
- Outcome
- The merger was approved unconditionally.
- Judges
- E Daniels, Y Carrim, A Ndoni
- Legal Topics
- Large Merger, Demerger, Public Interest, Market Structure, Employment Effects
Source-derived case record
Summary, issues, holding and outcome
More case intelligence is available
Unlock the full research layer for this judgment.
Parties
Investec Asset Management SA Group Limited
Applicant
Investec Asset Management UK Group PLC
Applicant
Investec Asset Management Holdings (Pty) Ltd
Respondent
Investec Asset Management Limited
Respondent
Procedural Posture
Merger Approval / Reasons for Decision
Legal Issues
- 1 Whether the proposed demerger transaction would substantially prevent or lessen competition in the relevant market.
- 2 Whether the transaction raises any public interest concerns, including adverse effects on employment.
Ratio Decidendi
The Tribunal found that the proposed demerger transaction does not result in any horizontal or vertical overlap between the merging parties, as they do not provide substitutable services or inputs to each other. The transaction will not alter the structure of the relevant market and is therefore unlikely to prevent or lessen competition. Furthermore, the merging parties confirmed that there would be no adverse effects on employment, and no other public interest concerns were raised. Accordingly, the Tribunal approved the transaction unconditionally.
Court Disposition
The merger was approved unconditionally.
Orders
- The large merger between Investec Asset Management SA Group Limited, Investec Asset Management UK Group PLC, Investec Asset Management Holdings (Pty) Ltd, and Investec Asset Management Limited is approved without conditions.
Full Case Text
Judgment text and source record
45 paragraphs
competitiontribunal
SOUTH AFRICA
COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: LM1270ct19
In the matter between:
Investec Asset Management SA Group Limited and Primary Acquiring Firm
Investec Management Asset Management UK Group PLC
And
Investec Asset Management Holding (Pty) Ltd and Primary Target Firm
Investec Asset Management Limited
Panel: E Daniels (Presiding Member)
: Y Carrim (Tribunal Member)
: A Ndoni (Tribunal Member)
Heard on: 27 November 2019
Order issued on: 27 November 2019
Reasons issued on: 09 January 2020
REASONS FOR DECISION
Approval
[1] On 27 November 2019, the Competition Tribunal ("Tribunal") approved the large merger between Investec Asset Management SA Group Limited and Investec Asset Management UK Group Pie and Investec Asset Management Holdings (Pty) Ltd and Investec Asset Management Limited.
[2] The reasons for the unconditional approval follow.
PARTIES TO THE TRANSACTION
Primary Acquiring Firm
[3] The primary acquiring firms are Investec Asset Management SA Group Limited ("IAM SA ListCo") and Invest Asset Management UK Group Pie ("IAM UK ListCo"). These companies are incorporated in accordance with the company laws of the Republic of South Africa ("South Africa") and the United Kingdom ("UK"), respectively.[1]
[4] 1AM SA ListCo and 1AM UK ListCo operate as one corporate group through a dual listed company (DLC) arrangement. Collectively, they are referred to as 1AM DLC.IAM DLC does not have prior operations or business activities.
Primary Target Firm
[5] The primary target firms are Investec Asset Management Holdings (Pty) Ltd ("IAM SA") and Investec Asset Management Limited ("IAM UK"). These companies are incorporated in accordance with the company laws of South Africa and UK, respectively.
[6] 1AM is active in the provision of active investment products and services to institutional and advisor clients. 1AM investment
offering includes equities, fixed income, multi asset management and alternatives strategies.
PROPOSED TRANSACTION
[7] The proposed transaction is the demerger of 1AM from the Investec Group. The transaction comprises a restructuring of the asset
management service from the Investec Group to newly established entities that will be independently li5ted on the JSE and LSE.
COMPETITION ANALYSIS
[8] The Commission considered the activities of the merging parties and found that proposed transaction does not result in a horizontal or vertical overlap as the merging parties do not provide services that are substitutable or considered to be inputs to each other. The proposed transaction will not change the structure of the relevant market and as such, the Tribunal is of the view that the proposed transaction is unlikely to prevent or lessen competition.
PUBLIC INTEREST
[9] The merging parties confirmed that the proposed transaction would not have any adverse effects on employment in South Africa. The employees of 1AM raised no concerns with the transaction. The transaction raises no other public interest concerns.
CONCLUSION
[10] In light of the above, we approved the transaction subject to no conditions.
09 January 2020
Date
Mr Enver Daniels
Ms Yasmin Carrim and Ms Andiswa Ndoni
Tribunal Case Manager : Lumkisa Jordaan
For the merging parties : Mark Garden and Tayla Theron of ENSafrica
For the Commission : Nonhlanhla Msiza and Mogau Aphane
[1] During the course of the hearing, the merging parties indicated that the acquiring firms will now be referred to as Ninety One Ltd (SA) and Ninety One Pie (UK).