RMB Investments and Advisory (Pty) Ltd and Another v RTT Holdings (Pty) Ltd (48/LM/Jun11) [2011] ZACT 57 (11 August 2011)

RMB Investments and Advisory (Pty) Ltd and Another v RTT Holdings (Pty) Ltd (48/LM/Jun11) [2011] ZACT 57 (11 August 2011)

The Tribunal found that the acquiring firms, through the proposed transaction, would obtain de facto control of RTT Holdings by acquiring a 37.8% interest in its ordinary share capital. The acquiring firms are investment vehicles controlled by FirstRand Ltd, which operates primarily in the financial services sector, while RTT Holdings provides specialized logistics solutions. The Competition Commission's market analysis showed that RTT Holdings faces significant competition in its submarkets and that the merger would not result in any major competition concerns. There is no overlap in the activities of the parties, and the transaction is unlikely to substantially prevent or lessen...

Citation
[2011] ZACT 57
Parties
Applicant: RMB Investments and Advisory (Pty) Ltd; Applicant: RMB Ventures Six (Pty) Ltd; Respondent: RTT Holdings (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
11 August 2011
Case Number
48/LM/Jun11
Procedural Posture
Large Merger Review / Approval Hearing
Outcome
Merger approved without conditions.
Judges
Norman Manoim, Yasmin Carrim, Andreas Wessels
Legal Topics
Large Merger, Market Definition, Public Interest, Control Acquisition
Competition Law Commercial and Corporate Large Merger Market Definition Public Interest Control Acquisition

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Parties

RMB Investments and Advisory (Pty) Ltd

Applicant

RMB Ventures Six (Pty) Ltd

Applicant

RTT Holdings (Pty) Ltd

Respondent

Procedural Posture

Large Merger Review / Approval Hearing

Legal Issues

  1. 1 Whether the proposed acquisition of a 37.8% interest in RTT Holdings (Pty) Ltd by the acquiring firms constitutes a large merger under the Competition Act.
  2. 2 Whether the transaction will result in a substantial prevention or lessening of competition in any relevant market.
  3. 3 Whether the transaction raises any significant public interest concerns, including employment effects.

Ratio Decidendi

The Tribunal found that the acquiring firms, through the proposed transaction, would obtain de facto control of RTT Holdings by acquiring a 37.8% interest in its ordinary share capital. The acquiring firms are investment vehicles controlled by FirstRand Ltd, which operates primarily in the financial services sector, while RTT Holdings provides specialized logistics solutions. The Competition Commission's market analysis showed that RTT Holdings faces significant competition in its submarkets and that the merger would not result in any major competition concerns. There is no overlap in the activities of the parties, and the transaction is unlikely to substantially prevent or lessen...

Court Disposition

Merger approved without conditions.

Orders

  • The large merger between RMB Investments and Advisory (Pty) Ltd, RMB Ventures Six (Pty) Ltd, and RTT Holdings (Pty) Ltd is approved without conditions.