Municipal Employees Pension Fund v ERF Bryanston (Pty) Ltd (LM098Oct21) [2021] ZACT 109 (15 December 2021)

Municipal Employees Pension Fund v ERF Bryanston (Pty) Ltd (LM098Oct21) [2021] ZACT 109 (15 December 2021)

The Tribunal found that although there is a horizontal product overlap in the provision of rentable retail space, there is no geographic overlap between the merging parties' properties, as the closest property owned by the applicant is more than 45 km away from the target property. Consequently, the transaction is unlikely to substantially prevent or lessen competition in any relevant market. Furthermore, the Tribunal accepted the parties' submissions that all employees of the target firm would be re-employed, and that the transaction would facilitate beneficial ownership for members of the applicant fund, the majority of whom are from historically disadvantaged backgrounds. No other...

Citation
[2021] ZACT 109
Parties
Applicant: Municipal Employees Pension Fund; Respondent: ERF Bryanston (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
15 December 2021
Case Number
LM098Oct21
Procedural Posture
Merger Control / Merger Approval
Outcome
Merger approved unconditionally.
Judges
Andreas Wessels, Mondo Mazwai, Yasmin Carrim
Legal Topics
Merger Control, Horizontal Overlap, Public Interest, Employment Effects, Beneficial Ownership
Competition Law Commercial and Corporate Land and Property Merger Control Horizontal Overlap Public Interest Employment Effects Beneficial Ownership

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Parties

Municipal Employees Pension Fund

Applicant

ERF Bryanston (Pty) Ltd

Respondent

Procedural Posture

Merger Control / Merger Approval

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, including effects on employment and ownership by historically disadvantaged persons.

Ratio Decidendi

The Tribunal found that although there is a horizontal product overlap in the provision of rentable retail space, there is no geographic overlap between the merging parties' properties, as the closest property owned by the applicant is more than 45 km away from the target property. Consequently, the transaction is unlikely to substantially prevent or lessen competition in any relevant market. Furthermore, the Tribunal accepted the parties' submissions that all employees of the target firm would be re-employed, and that the transaction would facilitate beneficial ownership for members of the applicant fund, the majority of whom are from historically disadvantaged backgrounds. No other...

Court Disposition

Merger approved unconditionally.

Orders

  • The large merger between Municipal Employees Pension Fund and ERF Bryanston (Pty) Ltd is approved without conditions.
  • All employees of ERF Bryanston (Pty) Ltd are to be re-employed by the acquiring firm.