Robertsons Holdings Proprietary Limited v Silver 2017 Proprietary Limited (LM251Dec17) [2018] ZACT 79 (17 August 2018)

Robertsons Holdings Proprietary Limited v Silver 2017 Proprietary Limited (LM251Dec17) [2018] ZACT 79 (17 August 2018)

The Tribunal found that the proposed merger between Robertsons and Silver 2017 would not substantially prevent or lessen competition in the relevant market, as the combined market share would remain below 5% and sufficient competitors would continue to constrain the merged entity. Vertical overlaps in oil seed processing and cold chain distribution were assessed and found not to raise input or customer foreclosure concerns. The Tribunal accepted the Commission's recommendation to impose conditions addressing employment, ensuring no retrenchments would result from the merger and that potentially affected employees would be offered alternative employment or retained. Additionally, the...

Citation
[2018] ZACT 79
Parties
Applicant: Robertsons Holdings Proprietary Limited; Respondent: Silver 2017 Proprietary Limited; Respondent: Unilever South Africa Proprietary Limited
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
17 August 2018
Case Number
LM251Dec17
Procedural Posture
Large Merger Review / Approval With Conditions
Outcome
Merger approved subject to conditions regarding employment and administrative penalty liability.
Judges
Mondo Mazwai, Medi Mokuena, Fiona Tregenna
Legal Topics
Merger Control, Employment Conditions, Administrative Penalty Liability, Vertical and Horizontal Assessment
Competition Law Commercial and Corporate Merger Control Employment Conditions Administrative Penalty Liability Vertical and Horizontal Assessment

Case Brief

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Parties

Robertsons Holdings Proprietary Limited

Applicant

Silver 2017 Proprietary Limited

Respondent

Unilever South Africa Proprietary Limited

Respondent

Procedural Posture

Large Merger Review / Approval With Conditions

Legal Issues

  1. 1 Whether the proposed merger would substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the transaction raises public interest concerns, specifically regarding employment.
  3. 3 Whether liability for any administrative penalty arising from pending cartel proceedings is appropriately allocated.

Ratio Decidendi

The Tribunal found that the proposed merger between Robertsons and Silver 2017 would not substantially prevent or lessen competition in the relevant market, as the combined market share would remain below 5% and sufficient competitors would continue to constrain the merged entity. Vertical overlaps in oil seed processing and cold chain distribution were assessed and found not to raise input or customer foreclosure concerns. The Tribunal accepted the Commission's recommendation to impose conditions addressing employment, ensuring no retrenchments would result from the merger and that potentially affected employees would be offered alternative employment or retained. Additionally, the...

Court Disposition

Merger approved subject to conditions regarding employment and administrative penalty liability.

Orders

  • The merger between Robertsons Holdings Proprietary Limited and Silver 2017 Proprietary Limited is approved subject to the conditions set out in Annexure A.
  • No employees shall be retrenched as a result of the merger.