Public Investment Corporation Limited and ADR International Airports South Africa (Pty) Ltd (108/LM/Nov05) [2005] ZACT 92 (22 December 2005)

Public Investment Corporation Limited and ADR International Airports South Africa (Pty) Ltd (108/LM/Nov05) [2005] ZACT 92 (22 December 2005)

The Tribunal found that the proposed transaction would not substantially prevent or lessen competition in any relevant market. Although both merging parties are active in the broad property market, their activities in the leasing of office grade AB and C property do not overlap geographically. The joint control of Airports Company South Africa by PIC and the Minister of Transport would be perpetuated, with PIC assuming the same rights as ADR under the existing shareholders agreement. No significant public interest issues were identified. Accordingly, the merger was approved.

Citation
[2005] ZACT 92
Parties
Applicant: Public Investment Corporation Limited; Respondent: ADR International Airports South Africa (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
22 December 2005
Case Number
108/LM/Nov05
Procedural Posture
Large Merger / Merger Approval
Outcome
Merger approved without conditions.
Judges
N Manoim, Y Carrim, M Mokuena
Legal Topics
Large Merger Review, Joint Control, Public Sector Investment, Property Leasing, Shareholder Agreement
Competition Law Commercial and Corporate Large Merger Review Joint Control Public Sector Investment Property Leasing Shareholder Agreement

Case Brief

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Parties

Public Investment Corporation Limited

Applicant

ADR International Airports South Africa (Pty) Ltd

Respondent

Procedural Posture

Large Merger / Merger Approval

Legal Issues

  1. 1 Whether the proposed merger would substantially prevent or lessen competition in the relevant markets.
  2. 2 Whether any significant public interest issues arise from the transaction.
  3. 3 Whether joint control of Airports Company South Africa by PIC and the Minister of Transport raises competition concerns.

Ratio Decidendi

The Tribunal found that the proposed transaction would not substantially prevent or lessen competition in any relevant market. Although both merging parties are active in the broad property market, their activities in the leasing of office grade AB and C property do not overlap geographically. The joint control of Airports Company South Africa by PIC and the Minister of Transport would be perpetuated, with PIC assuming the same rights as ADR under the existing shareholders agreement. No significant public interest issues were identified. Accordingly, the merger was approved.

Court Disposition

Merger approved without conditions.

Orders

  • The merger between Public Investment Corporation Limited and ADR International Airports South Africa (Pty) Ltd is approved.
  • No conditions are attached to the approval.