Kalander Kapitaal (Pty) Ltd and Another v Limietberg Sekuriteit (Pty) Ltd and Another (LM193Feb21) [2021] ZACT 24 (10 March 2021)

Kalander Kapitaal (Pty) Ltd and Another v Limietberg Sekuriteit (Pty) Ltd and Another (LM193Feb21) [2021] ZACT 24 (10 March 2021)

The Tribunal found that the proposed merger is an internal restructuring involving a splitting of interests held jointly by the acquiring firms, resulting in a change in control over Sekuriteit. There are no horizontal or vertical overlaps in the activities of the parties, and neither party has employees. The transaction will not adversely affect employment and raises no public interest concerns. No third party raised any objections. Accordingly, the merger is unlikely to substantially prevent or lessen competition in any relevant market or have a negative impact on the public interest. The merger was approved unconditionally.

Citation
[2021] ZACT 24
Parties
Applicant: Kalander Kapitaal (Pty) Ltd; Applicant: Fynbos Kapitaal (Pty) Ltd; Respondent: Limietberg Sekuriteit (Pty) Ltd; Respondent: Newco
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
10 March 2021
Case Number
LM193Feb21
Procedural Posture
Merger Approval / Order and Reasons for Decision
Outcome
Merger approved unconditionally.
Judges
E Daniels, M Mazwai, Y Carrim
Legal Topics
Large Merger, Change of Control, Public Interest, Horizontal and Vertical Overlap, Employment Effects
Competition Law Large Merger Change of Control Public Interest Horizontal and Vertical Overlap Employment Effects

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 2 Authorities cited 1 Party arguments 2
Sign in to unlock

Parties

Kalander Kapitaal (Pty) Ltd

Applicant

Fynbos Kapitaal (Pty) Ltd

Applicant

Limietberg Sekuriteit (Pty) Ltd

Respondent

Newco

Respondent

Procedural Posture

Merger Approval / Order and Reasons for Decision

Legal Issues

  1. 1 Whether the proposed merger is likely to substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the merger raises any public interest concerns, including effects on employment.
  3. 3 Whether the transaction constitutes an internal restructuring resulting in a change of control.

Ratio Decidendi

The Tribunal found that the proposed merger is an internal restructuring involving a splitting of interests held jointly by the acquiring firms, resulting in a change in control over Sekuriteit. There are no horizontal or vertical overlaps in the activities of the parties, and neither party has employees. The transaction will not adversely affect employment and raises no public interest concerns. No third party raised any objections. Accordingly, the merger is unlikely to substantially prevent or lessen competition in any relevant market or have a negative impact on the public interest. The merger was approved unconditionally.

Court Disposition

Merger approved unconditionally.

Orders

  • The merger between the abovementioned parties 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).