Manta Bidco Limited v Mediclinic International Plc (LM106Sep22) [2023] ZACT 53 (19 June 2023)

Manta Bidco Limited v Mediclinic International Plc (LM106Sep22) [2023] ZACT 53 (19 June 2023)

The Tribunal found that the proposed merger does not result in any horizontal or vertical overlaps that would substantially prevent or lessen competition in the private healthcare sector. Remgro's increased shareholding in Mediclinic, through Bidco, and MSC's entry as a joint controller, do not confer control over other healthcare funders or providers. The concerns raised by the Concerned Academics and Section 27 regarding future strategic investments and vertical coordination are speculative and unsupported by evidence. The Tribunal accepted that any future investments amounting to mergers would be subject to notification and review under the Competition Act. The risk of competitively...

Citation
[2023] ZACT 53
Parties
Applicant: Manta Bidco Limited; Respondent: Mediclinic International Plc; Respondent: Competition Commission; Respondent: Concerned Academics; Respondent: Section 27
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
19 June 2023
Case Number
LM106Sep22
Procedural Posture
Large Merger / Merger Approval Hearing
Outcome
Merger approved subject to conditions.
Judges
J Wilson, I Valodia, F Tregenna
Legal Topics
Large Merger Review, Public Interest Commitments, Information Sharing, Employee Benefit Scheme, Broad Based Black Economic Empowerment
Competition Law Commercial and Corporate Large Merger Review Public Interest Commitments Information Sharing Employee Benefit Scheme Broad Based Black Economic Empowerment

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Parties

Manta Bidco Limited

Applicant

Mediclinic International Plc

Respondent

Competition Commission

Respondent

Concerned Academics

Respondent

Section 27

Respondent

Procedural Posture

Large Merger / Merger Approval Hearing

Legal Issues

  1. 1 Whether the proposed merger will substantially prevent or lessen competition in the private healthcare sector.
  2. 2 Whether the merger raises public interest concerns under section 12A(3) of the Competition Act.
  3. 3 Whether the merger creates risks of competitively sensitive information exchange between Remgro's interests in Mediclinic and other healthcare funders.

Ratio Decidendi

The Tribunal found that the proposed merger does not result in any horizontal or vertical overlaps that would substantially prevent or lessen competition in the private healthcare sector. Remgro's increased shareholding in Mediclinic, through Bidco, and MSC's entry as a joint controller, do not confer control over other healthcare funders or providers. The concerns raised by the Concerned Academics and Section 27 regarding future strategic investments and vertical coordination are speculative and unsupported by evidence. The Tribunal accepted that any future investments amounting to mergers would be subject to notification and review under the Competition Act. The risk of competitively...

Court Disposition

Merger approved subject to conditions.

Orders

  • The merger is approved subject to the conditions set out in Annexure A, including public interest commitments and a prohibition on the exchange of competitively sensitive information between Remgro's interests in Mediclinic and other healthcare funders.
  • Mediclinic must perform at least 1,000 pro bono surgeries over five years, spend R22.5 million on medical training at WDGMC, sponsor R30 million in training grants and bursaries, donate R15 million to the NDoH Public Health Enhancement Fund, cover tuition for at least 1,700 nursing students at a cost of R80 million,...