Rio Tinto / Rio Tinto Ltd and Another v Richards Bay Mining (Pty) Ltd and Another (05/LM/Jan09) [2009] ZACT 28 (6 May 2009)

Rio Tinto / Rio Tinto Ltd and Another v Richards Bay Mining (Pty) Ltd and Another (05/LM/Jan09) [2009] ZACT 28 (6 May 2009)

The Tribunal found that the transaction constitutes a restructuring of existing joint venture interests between Rio Tinto and BHP Billiton in Richards Bay Minerals, primarily to facilitate the introduction of Black Economic Empowerment shareholders. The restructuring will result in Rio Tinto assuming responsibility for marketing all RBM products. The Tribunal concluded that the transaction is unlikely to substantially prevent or lessen competition in the affected markets, as it does not alter the competitive dynamics or market shares. Furthermore, the transaction does not raise any significant public interest concerns. Accordingly, the merger was unconditionally approved.

Citation
[2009] ZACT 28
Parties
Applicant: Rio Tinto Plc and Rio Tinto Ltd; Applicant: BHP Billiton South Africa Holdings BV; Respondent: Richards Bay Mining (Pty) Ltd; Respondent: Richards Bay Titanium (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
6 May 2009
Case Number
05/LM/Jan09
Procedural Posture
Merger Control / Tribunal Approval of Merger
Outcome
Merger unconditionally approved.
Judges
N Manoim, U Bhoola, M Mokuena
Legal Topics
Merger Control, Black Economic Empowerment, Joint Venture Structuring, Marketing Agreements
Competition Law Commercial and Corporate Merger Control Black Economic Empowerment Joint Venture Structuring Marketing Agreements

Case Brief

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Parties

Rio Tinto Plc and Rio Tinto Ltd

Applicant

BHP Billiton South Africa Holdings BV

Applicant

Richards Bay Mining (Pty) Ltd

Respondent

Richards Bay Titanium (Pty) Ltd

Respondent

Procedural Posture

Merger Control / Tribunal Approval of Merger

Legal Issues

  1. 1 Whether the proposed restructuring and acquisition would substantially prevent or lessen competition in the affected markets.
  2. 2 Whether the transaction raises any significant public interest concerns.

Ratio Decidendi

The Tribunal found that the transaction constitutes a restructuring of existing joint venture interests between Rio Tinto and BHP Billiton in Richards Bay Minerals, primarily to facilitate the introduction of Black Economic Empowerment shareholders. The restructuring will result in Rio Tinto assuming responsibility for marketing all RBM products. The Tribunal concluded that the transaction is unlikely to substantially prevent or lessen competition in the affected markets, as it does not alter the competitive dynamics or market shares. Furthermore, the transaction does not raise any significant public interest concerns. Accordingly, the merger was unconditionally approved.

Court Disposition

Merger unconditionally approved.

Orders

  • The acquisition by Rio Tinto Plc, Rio Tinto Ltd, and BHP Billiton South Africa Holdings BV of Richards Bay Mining (Pty) Ltd and Richards Bay Titanium (Pty) Ltd is unconditionally approved.