Sabic Agri-Nutrients Company v ETG Inputs Holdco Ltd (LM150Nov22) [2023] ZACT 8 (13 March 2023)
- Citation
- [2023] ZACT 8
- Status
- Order
- Jurisdiction
- South Africa
- Court
- Competition Tribunal
- Panel
- AW Wessels, T Vilakazi, A Ndoni
- Case number
- LM150Nov22
More details
- Court
- Competition Tribunal
- Panel
- AW Wessels, T Vilakazi, A Ndoni
- Case number
- LM150Nov22
On this page
Professional case brief
Research organized from the available case record
01
Holding and result
The Tribunal considered the recommendation of the Competition Commission and all relevant information submitted by the parties. It found that the proposed merger does not raise competition concerns in any relevant market and that there are no public interest grounds requiring the imposition of conditions. Accordingly, the Tribunal approved the merger in terms of section 16(2)(a) of the Competition Act and ordered the issuance of a Merger Clearance Certificate. The Tribunal also noted its authority to revoke the approval under section 16(3) should any of the statutory grounds arise.
Court disposition
Merger approved without conditions.
Orders
- The merger between Sabic Agri-Nutrients Company and ETG Inputs Holdco Ltd is approved in terms of section 16(2)(a) of the Competition Act.
- A Merger Clearance Certificate is to be issued in terms of Competition Tribunal Rule 35(5)(a).
02
Material facts
Parties
Sabic Agri-Nutrients Company
ApplicantETG Inputs Holdco Ltd
Respondent03
Procedural history
Posture
Merger Approval / Final Determination
04
Questions and positions
Legal issues
- 01
Whether the proposed merger between Sabic Agri-Nutrients Company and ETG Inputs Holdco Ltd should be approved under section 16(2)(a) of the Competition Act.
- 02
Whether any conditions should be attached to the approval of the merger.
Party arguments
- Applicant
- The applicant submitted the merger notification in accordance with Chapter 3 of the Competition Act, seeking approval for the transaction. The applicant provided all relevant information required by the Competition Commission and argued that the merger does not substantially prevent or lessen competition in any relevant market.
- Respondent
- The respondent did not oppose the merger and complied with all procedural requirements. The respondent agreed that the transaction does not raise competition concerns and supported the approval of the merger without conditions.
05
Court’s reasoning
Legal principles
- 01
Competition Act 89 of 1998, section 16(2)
A merger may be approved by the Competition Tribunal if it does not substantially prevent or lessen competition, or if any identified concerns can be remedied by conditions.
- 02
Competition Act 89 of 1998, section 16(3)
The Tribunal may revoke merger approval if it was granted on the basis of incorrect information, deceit, or breach of obligations attached to the approval.
06
Ratio, limits and disposition
Ratio decidendi
The Tribunal considered the recommendation of the Competition Commission and all relevant information submitted by the parties. It found that the proposed merger does not raise competition concerns in any relevant market and that there are no public interest grounds requiring the imposition of conditions. Accordingly, the Tribunal approved the merger in terms of section 16(2)(a) of the Competition Act and ordered the issuance of a Merger Clearance Certificate. The Tribunal also noted its authority to revoke the approval under section 16(3) should any of the statutory grounds arise.
Obiter and limits
- The Tribunal reiterates that merger approvals may be revoked if obtained by deceit or based on incorrect information.
- The approval is subject to the conditions, if any, listed on the attached sheet, and parties are reminded of their ongoing obligations under the Act.
Court disposition
Merger approved without conditions.
- The merger between Sabic Agri-Nutrients Company and ETG Inputs Holdco Ltd is approved in terms of section 16(2)(a) of the Competition Act.
- A Merger Clearance Certificate is to be issued in terms of Competition Tribunal Rule 35(5)(a).
Source and reliance status
Competition Tribunal
This page organises the available record for research. Confirm quotations, current status, and subsequent treatment against the official source before relying on the case.
Judgment reading view
Judgment text
The complete available source text.
Competition Tribunal
Order
COMPETITION
TRIBUNAL OF SOUTH AFRICA
Case No.: LM150Nov22
In the matter between:
Sabic Agri-Nutrients Company
Primary Acquiring Firm
And
ETG Inputs Holdco Ltd
Primary Target Firm
Panel: AW Wessels (Presiding Member) T Vilakazi (Tribunal Member)
A Ndoni (Tribunal Member)
Heard on: 13 March 2023
Decided on: 13 March 2023
ORDER
Further to the recommendation of the Competition Commission in terms of section 14A(1)(b) of the Competition Act, 1998 (“the Act”) the Competition Tribunal orders that–
1. the merger between the abovementioned parties be approved in terms of section 16(2)(a) of the Act; and
2. a Merger Clearance Certificate be issued in terms of Competition Tribunal Rule 35(5)(a).
You applied to the Competition Commission on 14 November 2022 for merger approval in accordance with Chapter 3 of the Competition Act.
After reviewing all relevant information, and the recommendation or decision of the Competition Commission, the Competition Tribunal
approves the merger in terms of section 16(2) of the Act, for the reasons set out in the Reasons for Decision.
This approval is subject to: no conditions.the conditions listed on the attached sheet.
The Competition Tribunal has the authority in terms of section 16(3) of the Competition Act to revoke this approval if
a) it was granted on the basis of incorrect information for which a party to the merger was responsible.
b) the approval was obtained by deceit.
c) a firm concerned has breached an obligation attached to this approval.
The Registrar, Competition Tribunal
This form is prescribed by the Minister of Trade and Industry in terms of section 27 (2) of the Competition Act 1998 (Act No. 89 of 1998).
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