Sanlam Emerging Markets Proprietary Limited and Another v SAN JV (RF) Proprietary Limited (LM100Aug22) [2023] ZACT 40; [2023] 3 CPLR 44 (CT) (17 August 2023)

Sanlam Emerging Markets Proprietary Limited and Another v SAN JV (RF) Proprietary Limited (LM100Aug22) [2023] ZACT 40; [2023] 3 CPLR 44 (CT) (17 August 2023)

The Tribunal found that, subject to the conditions agreed between the Commission and the merging parties, the proposed merger is unlikely to substantially lessen or prevent competition in any relevant market in South Africa. The only activities in South Africa relate to the distribution of insurance products by aYo SA, which does not result in input or customer foreclosure, nor does it harm competition or public interest. The Tribunal imposed conditions to restrict Sanlam Allianz Africa's activities in South Africa to those investigated and to prevent the exchange of competitively sensitive information between the Sanlam Group and the Allianz Group. The merger was approved subject to...

Citation
[2023] ZACT 40
Parties
Applicant: Sanlam Emerging Markets Proprietary Limited; Applicant: Allianz Europe B.V.; Respondent: SAN JV (RF) Proprietary Limited
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
17 August 2023
Case Number
LM100Aug22
Procedural Posture
Large Merger / Merger Approval and Conditions
Outcome
Merger conditionally approved subject to annexed conditions.
Judges
J Wilson, F Tregenna, I Valodia
Legal Topics
Large Merger Review, Vertical and Horizontal Overlap, Public Interest Conditions, Input Foreclosure, Customer Foreclosure, Black Economic Empowerment
Competition Law Commercial and Corporate Large Merger Review Vertical and Horizontal Overlap Public Interest Conditions Input Foreclosure Customer Foreclosure Black Economic Empowerment

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 1 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Sanlam Emerging Markets Proprietary Limited

Applicant

Allianz Europe B.V.

Applicant

SAN JV (RF) Proprietary Limited

Respondent

Procedural Posture

Large Merger / Merger Approval and Conditions

Legal Issues

  1. 1 Whether the proposed merger between SEM, Allianz Europe, and SAN JV will substantially lessen or prevent competition in any relevant market in South Africa.
  2. 2 Whether the merger raises any public interest concerns, including employment and ownership by historically disadvantaged persons.
  3. 3 Whether the activities of aYo SA in South Africa create vertical or horizontal overlaps or foreclosure concerns.

Ratio Decidendi

The Tribunal found that, subject to the conditions agreed between the Commission and the merging parties, the proposed merger is unlikely to substantially lessen or prevent competition in any relevant market in South Africa. The only activities in South Africa relate to the distribution of insurance products by aYo SA, which does not result in input or customer foreclosure, nor does it harm competition or public interest. The Tribunal imposed conditions to restrict Sanlam Allianz Africa's activities in South Africa to those investigated and to prevent the exchange of competitively sensitive information between the Sanlam Group and the Allianz Group. The merger was approved subject to...

Court Disposition

Merger conditionally approved subject to annexed conditions.

Orders

  • The proposed merger is approved subject to the conditions set out in Annexure A, including restrictions on Sanlam Allianz Africa's activities in South Africa and confidentiality undertakings by board representatives.
  • Sanlam Allianz Africa may only conduct insurance distribution activities in South Africa through aYo SA as investigated.