Mainstreet 646 (Pty) Ltd v Alstom SA (Pty) Ltd (48/LM/APR08) [2008] ZACT 73; [2008] 2 CPLR 254 (CT) (10 September 2008)

Mainstreet 646 (Pty) Ltd v Alstom SA (Pty) Ltd (48/LM/APR08) [2008] ZACT 73; [2008] 2 CPLR 254 (CT) (10 September 2008)

The Tribunal found that, following the restructuring of the transaction to exclude the traction motor repair business from the merger, there was no longer any overlap between Mainstreet and Savcio in the relevant market. The parties demonstrated that Old Mutual and Actis did not have voting agreements or arrangements that would confer control over both entities. The Commission and the Tribunal agreed that the competitive concerns had been addressed and that the merger would not result in a substantial lessening or prevention of competition. No public interest issues were identified. Accordingly, the merger was approved unconditionally.

Citation
[2008] ZACT 73
Parties
Applicant: Mainstreet 646 (Pty) Ltd; Respondent: Alstom SA (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
10 September 2008
Case Number
48/LM/APR08
Procedural Posture
Merger Control / Merger Approval
Outcome
Merger approved unconditionally; no substantial lessening or prevention of competition found.
Judges
D Lewis, N Manoim, Y Carrim
Legal Topics
Merger Control, Substantial Lessening of Competition, Shareholder Control, Market Overlap, Public Interest
Competition Law Commercial and Corporate Merger Control Substantial Lessening of Competition Shareholder Control Market Overlap Public Interest

Case Brief

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Parties

Mainstreet 646 (Pty) Ltd

Applicant

Alstom SA (Pty) Ltd

Respondent

Procedural Posture

Merger Control / Merger Approval

Legal Issues

  1. 1 Whether the merger between Mainstreet 646 (Pty) Ltd and Alstom SA (Pty) Ltd would result in a substantial lessening or prevention of competition in the relevant markets.
  2. 2 Whether Old Mutual and Actis, as significant shareholders, could be considered to control both Mainstreet and Savcio, thereby affecting competition.
  3. 3 Whether the restructuring of the transaction adequately removed competitive overlaps in the market for repair of traction motors used in the locomotive industry.

Ratio Decidendi

The Tribunal found that, following the restructuring of the transaction to exclude the traction motor repair business from the merger, there was no longer any overlap between Mainstreet and Savcio in the relevant market. The parties demonstrated that Old Mutual and Actis did not have voting agreements or arrangements that would confer control over both entities. The Commission and the Tribunal agreed that the competitive concerns had been addressed and that the merger would not result in a substantial lessening or prevention of competition. No public interest issues were identified. Accordingly, the merger was approved unconditionally.

Court Disposition

Merger approved unconditionally; no substantial lessening or prevention of competition found.

Orders

  • The merger between Mainstreet 646 (Pty) Ltd and Alstom SA (Pty) Ltd is approved without conditions.
  • No public interest issues arise from the transaction.