Platoon Trade and Invest 136 (Pty) Ltd and PG Bison Components (Pty) Ltd (61/LM/Jun07) [2007] ZACT 88 (9 November 2007)

Platoon Trade and Invest 136 (Pty) Ltd and PG Bison Components (Pty) Ltd (61/LM/Jun07) [2007] ZACT 88 (9 November 2007)

The Tribunal found that there is no horizontal overlap or vertical integration resulting from the transaction. The funding provided by Steinhoff to Manco, through redeemable preference shares, does not confer control over Manco's 30% shareholding in Platoon, as the arrangement is at arm's length and on commercial terms. The Tribunal did not consider the effects on competition should Steinhoff exercise control, as the evidence did not support such a finding. The transaction is related to the Steinhoff/BCM transaction, but any competition concerns from that transaction have been removed by the current sale of Steinhoff's furniture business. No public interest issues were identified....

Citation
[2007] ZACT 88
Parties
Applicant: Platoon Trade and Invest 136 (Pty) Ltd; Respondent: PG Bison Components (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
9 November 2007
Case Number
61/LM/Jun07
Procedural Posture
Merger Review / Decision on Approval
Outcome
Merger approved unconditionally.
Judges
D Lewis, N Manoim, L Reyburn, U Bhoola, M Mokuena
Legal Topics
Merger Control, Public Interest, Vertical Integration, Shareholding Structure
Competition Law Commercial and Corporate Merger Control Public Interest Vertical Integration Shareholding Structure

Case Brief

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Parties

Platoon Trade and Invest 136 (Pty) Ltd

Applicant

PG Bison Components (Pty) Ltd

Respondent

Procedural Posture

Merger Review / Decision on Approval

Legal Issues

  1. 1 Whether the proposed merger between Platoon Trade and Invest 136 (Pty) Ltd and PG Bison Components (Pty) Ltd raises competition concerns.
  2. 2 Whether Steinhoff's funding of Manco results in control over Platoon's shareholding.
  3. 3 Whether any public interest issues arise from the transaction.

Ratio Decidendi

The Tribunal found that there is no horizontal overlap or vertical integration resulting from the transaction. The funding provided by Steinhoff to Manco, through redeemable preference shares, does not confer control over Manco's 30% shareholding in Platoon, as the arrangement is at arm's length and on commercial terms. The Tribunal did not consider the effects on competition should Steinhoff exercise control, as the evidence did not support such a finding. The transaction is related to the Steinhoff/BCM transaction, but any competition concerns from that transaction have been removed by the current sale of Steinhoff's furniture business. No public interest issues were identified....

Court Disposition

Merger approved unconditionally.

Orders

  • The merger between Platoon Trade and Invest 136 (Pty) Ltd and PG Bison Components (Pty) Ltd is approved without conditions.