Retail Logistics Fund (RF) (Pty) Ltd v Shoprite Checkers (Pty) Ltd in respect of the rental enterprises known as Canelands and Wells Estate (LM105Sep22) [2022] ZACT 87 (25 November 2022)

Retail Logistics Fund (RF) (Pty) Ltd v Shoprite Checkers (Pty) Ltd in respect of the rental enterprises known as Canelands and Wells Estate (LM105Sep22) [2022] ZACT 87 (25 November 2022)

The Tribunal found that the proposed merger would not substantially prevent or lessen competition in any relevant market. The merged entity's post-merger market share within a 15km radius of the Canelands node would be 3.22%, with an accretion of 3.09%, which is insufficient to alter the market structure. Shoprite Checkers would remain the tenant at the target properties, and alternative rentable light industrial properties exist in the relevant market. No employment concerns arise, as there will be no retrenchments or job losses, and property management staff will be redeployed. The transaction increases B-BBEE shareholding in the acquiring entity, promoting a greater spread of ownership...

Citation
[2022] ZACT 87
Parties
Applicant: Retail Logistics Fund (RF) (Pty) Ltd; Respondent: Shoprite Checkers (Pty) Ltd in respect of the rental enterprises known as Canelands and Wells Estate
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
25 November 2022
Case Number
LM105Sep22
Procedural Posture
Merger Application / Decision on Approval
Outcome
Merger unconditionally approved.
Judges
S Goga, M Mazwai, F Tregenna
Legal Topics
Large Merger, Horizontal Overlap, Public Interest, Spread of Ownership, Employment Effects
Competition Law Commercial and Corporate Large Merger Horizontal Overlap Public Interest Spread of Ownership Employment Effects

Case Brief

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Parties

Retail Logistics Fund (RF) (Pty) Ltd

Applicant

Shoprite Checkers (Pty) Ltd in respect of the rental enterprises known as Canelands and Wells Estate

Respondent

Procedural Posture

Merger Application / Decision on Approval

Legal Issues

  1. 1 Whether the proposed merger will substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the transaction raises public interest concerns, including employment and spread of ownership.
  3. 3 Whether the merger will negatively affect historically disadvantaged persons.

Ratio Decidendi

The Tribunal found that the proposed merger would not substantially prevent or lessen competition in any relevant market. The merged entity's post-merger market share within a 15km radius of the Canelands node would be 3.22%, with an accretion of 3.09%, which is insufficient to alter the market structure. Shoprite Checkers would remain the tenant at the target properties, and alternative rentable light industrial properties exist in the relevant market. No employment concerns arise, as there will be no retrenchments or job losses, and property management staff will be redeployed. The transaction increases B-BBEE shareholding in the acquiring entity, promoting a greater spread of ownership...

Court Disposition

Merger unconditionally approved.

Orders

  • The large merger between Retail Logistics Fund (RF) (Pty) Ltd and Shoprite Checkers (Pty) Ltd in respect of the rental enterprises known as Canelands and Wells Estate is approved without conditions.