Members of the Executive Management of Shoprite Holdings & Others and Parmtro Investments No 89 (Pvt) Ltd (06/LM/Jan07) [2007] ZACT 23 (12 April 2007)

Members of the Executive Management of Shoprite Holdings & Others and Parmtro Investments No 89 (Pvt) Ltd (06/LM/Jan07) [2007] ZACT 23 (12 April 2007)

The Tribunal found that the transaction would not result in any material change to the competitive landscape, as the Wiese Group and its financial partners would continue to jointly control both Shoprite Holdings and Pepkor after the merger. The dilution of the Wiese Group's shareholding did not affect its ability to exercise joint control. The Tribunal further noted that there were no public interest issues raised by the transaction. Accordingly, the merger was approved unconditionally.

Citation
[2007] ZACT 23
Parties
Applicant: Members of the Executive Management of Shoprite Holdings; Applicant: Brait IV Investment LP; Applicant: Brait IV SA Partnership; Applicant: Old Mutual Life Assurance Company (South Africa) Limited; Applicant: Thibault Square Financial Services (Pty) Ltd; Respondent: Parmtro Investments No 89 (Pvt) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
12 April 2007
Case Number
06/LM/Jan07
Procedural Posture
Merger Control / Final Determination
Outcome
Merger approved unconditionally.
Judges
N Manoim, M Moerane, L Reyburn
Legal Topics
Merger Control, Private Equity Buyout, Joint Control, Shareholder Agreement
Competition Law Commercial and Corporate Merger Control Private Equity Buyout Joint Control Shareholder Agreement

Case Brief

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Parties

Members of the Executive Management of Shoprite Holdings

Applicant

Brait IV Investment LP

Applicant

Brait IV SA Partnership

Applicant

Old Mutual Life Assurance Company (South Africa) Limited

Applicant

Thibault Square Financial Services (Pty) Ltd

Applicant

Parmtro Investments No 89 (Pvt) Ltd

Respondent

Procedural Posture

Merger Control / Final Determination

Legal Issues

  1. 1 Whether the proposed merger would substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the transaction raises any public interest concerns under the Competition Act.

Ratio Decidendi

The Tribunal found that the transaction would not result in any material change to the competitive landscape, as the Wiese Group and its financial partners would continue to jointly control both Shoprite Holdings and Pepkor after the merger. The dilution of the Wiese Group's shareholding did not affect its ability to exercise joint control. The Tribunal further noted that there were no public interest issues raised by the transaction. Accordingly, the merger was approved unconditionally.

Court Disposition

Merger approved unconditionally.

Orders

  • The merger between the acquiring group and Parmtro Investments No 89 (Pvt) Ltd is approved without conditions.