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South Africa Order

Competition Tribunal

Sabic Agri-Nutrients Company v ETG Inputs Holdco Ltd (LM150Nov22) [2023] ZACT 8 (13 March 2023)

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Source document

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

Applicant

ETG Inputs Holdco Ltd

Respondent

03

Procedural history

  1. Posture

    Merger Approval / Final Determination

04

Questions and positions

Legal issues

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

  1. 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.

  2. 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

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Judgment reading view

Judgment text

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Source document

Competition Tribunal

Order

[2023] ZACT 8

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).

Source wording is retained. Consult the source document for its original formatting and pagination.

Authorities

Authorities used by the court

Cases, legislation, regulations, and constitutional provisions identified in the available record.

Competition Act 89 of 1998

Legislation

Legislation referenced in the available case record.

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