Invicta Holdings Ltd v Dartcom SA (Pty) Ltd (LM099Oct21) [2021] ZACT 77 (13 December 2021)

Invicta Holdings Ltd v Dartcom SA (Pty) Ltd (LM099Oct21) [2021] ZACT 77 (13 December 2021)

The Tribunal found that there are no horizontal or vertical overlaps between the activities of Invicta Holdings and Dartcom SA (Pty) Ltd, and that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market. The transaction does not have any adverse effect on employment, and although BBBEE shareholding in Dartcom will decrease, the BBBEE shareholders will gain a stake in a larger entity, Invicta Holdings, with higher total revenue. Employees of Dartcom will benefit from Invicta's employee incentive trust and training initiatives. No other public interest concerns were identified. Accordingly, the merger was approved unconditionally.

Citation
[2021] ZACT 77
Parties
Applicant: Invicta Holdings Ltd; Respondent: Dartcom SA (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
13 December 2021
Case Number
LM099Oct21
Procedural Posture
Merger Application / Final Determination
Outcome
Merger approved unconditionally.
Judges
Y Carrim, M Mazwai, AW Wessels
Legal Topics
Large Merger, Public Interest, Bbbee, Horizontal Overlap, Vertical Relationship
Competition Law Large Merger Public Interest Bbbee Horizontal Overlap Vertical Relationship

Case Brief

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Parties

Invicta Holdings Ltd

Applicant

Dartcom SA (Pty) Ltd

Respondent

Procedural Posture

Merger Application / Final Determination

Legal Issues

  1. 1 Whether the proposed merger is likely to substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the transaction raises any public interest concerns, including effects on employment and BBBEE ownership.

Ratio Decidendi

The Tribunal found that there are no horizontal or vertical overlaps between the activities of Invicta Holdings and Dartcom SA (Pty) Ltd, and that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market. The transaction does not have any adverse effect on employment, and although BBBEE shareholding in Dartcom will decrease, the BBBEE shareholders will gain a stake in a larger entity, Invicta Holdings, with higher total revenue. Employees of Dartcom will benefit from Invicta's employee incentive trust and training initiatives. No other public interest concerns were identified. Accordingly, the merger was approved unconditionally.

Court Disposition

Merger approved unconditionally.

Orders

  • The merger between Invicta Holdings Ltd and Dartcom SA (Pty) Ltd 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).