Micawber 766 (Pty) Ltd and Others v Pembani Group (Pty) Ltd and Another (81/LM/Aug12) [2012] ZACT 91 (29 October 2012)

Micawber 766 (Pty) Ltd and Others v Pembani Group (Pty) Ltd and Another (81/LM/Aug12) [2012] ZACT 91 (29 October 2012)

The Tribunal found that the proposed transaction is an internal shareholder restructuring that converts indirect shareholdings in Pembani Group into direct shareholdings, removes certain special purpose vehicles, and simplifies the shareholding structure. The transaction does not alter control in a manner that would affect competition in any relevant market. The merging parties demonstrated that there would be no negative impact on employment or other public interest factors. The Tribunal concluded that the transaction is unlikely to substantially prevent or lessen competition and raises no public interest concerns. Accordingly, the merger was approved unconditionally.

Citation
[2012] ZACT 91
Parties
Applicant: Micawber 766 (Pty) Ltd; Applicant: Richtrau No. 94 (Pty) Ltd; Applicant: Old Mutual Life Assurance Company (South Africa) Limited; Respondent: Pembani Group (Pty) Ltd; Respondent: Richtrau No. 94 (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
29 October 2012
Case Number
81/LM/Aug12
Procedural Posture
Merger Application / Reasons for Unconditional Approval of Merger
Outcome
Merger approved unconditionally; no competition or public interest concerns identified.
Judges
Andreas Wessels, Medi Mokuena, Takalani Madima
Legal Topics
Internal Shareholder Restructuring, Public Interest Assessment, Bee Credentials, Competition Effects, Merger Approval
Competition Law Commercial and Corporate Internal Shareholder Restructuring Public Interest Assessment Bee Credentials Competition Effects Merger Approval

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Parties

Micawber 766 (Pty) Ltd

Applicant

Richtrau No. 94 (Pty) Ltd

Applicant

Old Mutual Life Assurance Company (South Africa) Limited

Applicant

Pembani Group (Pty) Ltd

Respondent

Richtrau No. 94 (Pty) Ltd

Respondent

Procedural Posture

Merger Application / Reasons for Unconditional Approval of Merger

Legal Issues

  1. 1 Whether the proposed internal shareholder restructuring in Pembani Group raises competition concerns in any relevant market.
  2. 2 Whether the transaction has any adverse public interest effects, including on employment.
  3. 3 Whether the transaction enhances BEE credentials and simplifies shareholding.

Ratio Decidendi

The Tribunal found that the proposed transaction is an internal shareholder restructuring that converts indirect shareholdings in Pembani Group into direct shareholdings, removes certain special purpose vehicles, and simplifies the shareholding structure. The transaction does not alter control in a manner that would affect competition in any relevant market. The merging parties demonstrated that there would be no negative impact on employment or other public interest factors. The Tribunal concluded that the transaction is unlikely to substantially prevent or lessen competition and raises no public interest concerns. Accordingly, the merger was approved unconditionally.

Court Disposition

Merger approved unconditionally; no competition or public interest concerns identified.

Orders

  • The proposed transaction is approved unconditionally.
  • No conditions are attached to the approval.