Sanlam Life Insurance Limited v Brightrock Holdings (Pty) Ltd and Another (LM218Feb17) [2017] ZACT 42; [2017] 1 CPLR 385 (CT) (24 April 2017)
The Tribunal found that the merging parties' combined market shares in the relevant product markets for long-term individual insurance policies, including assistance, disability, and life policies, would remain below 20%. The presence of strong competitors such as Old Mutual, Discovery Life, Liberty, and MMI Group...
Source-derived case information.
- Citation
- [2017] ZACT 42
- Parties
- Applicant: Sanlam Life Insurance Limited; Respondent: BrightRock Holdings (Pty) Ltd; Respondent: Lombard Life Limited
- Court
- Competition Tribunal
- Jurisdiction
- South Africa
- Case Number
- LM218Feb17
- Procedural Posture
- Merger Approval / Final Decision
- Outcome
- Merger approved unconditionally.
- Judges
- AW Wessels, Andiswa Ndoni, Medi Mokuena
- Legal Topics
- Merger Control, Market Share Analysis, Public Interest, Horizontal Overlap
Source-derived case record
Summary, issues, holding and outcome
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Parties
Sanlam Life Insurance Limited
Applicant
BrightRock Holdings (Pty) Ltd
Respondent
Lombard Life Limited
Respondent
Procedural Posture
Merger Approval / Final Decision
Legal Issues
- 1 Whether the proposed merger would substantially prevent or lessen competition in any relevant market.
- 2 Whether the transaction raises any public interest concerns, including employment impact.
Ratio Decidendi
The Tribunal found that the merging parties' combined market shares in the relevant product markets for long-term individual insurance policies, including assistance, disability, and life policies, would remain below 20%. The presence of strong competitors such as Old Mutual, Discovery Life, Liberty, and MMI Group would continue to constrain the merged entity. No evidence was presented of any negative impact on employment or other public interest concerns. Accordingly, the Tribunal concluded that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market and does not raise public interest issues. The merger was approved unconditionally.
Court Disposition
Merger approved unconditionally.
Orders
- The proposed transaction is approved without conditions.
Full Case Text
Judgment text and source record
65 paragraphs
NON-CONFIDENTIAL
COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: LM218Feb17
In the matter between:
SANLAM LIFE INSURANCE LIMITED
Acquiring Firm
and
BRIGHTROCK HOLDINGS (PTY) LTD
Target Firms
LOMBARD LIFE LIMITED
Panel
: AW Wessels (Presiding Member)
: Andiswa Ndoni (Tribunal Member)
: Medi Mokuena (Tribunal Member
Heard on
: 12 April 2017
Order Issued on
: 12 April 2017
Reasons Issued on : 24 April 2017
Reasons for Decision
Approval
[1] On 12 April 2017, the Competition Tribunal ("Tribunal") approved the proposed transaction involving Sanlam Life Insurance
Limited ("Sanlam Life") and BrightRock Holdings (Pty) Ltd ("BrightRock Holdings") and Lombard Life Limited
("Lombard Life").
[2] The reasons for approving the proposed transaction follow.
Parties to the proposed transaction
Primary acquiring firm
[3] The primary acquiring firm is Sanlam Life, a firm incorporated in accordance with the laws of the Republic of South Africa. It is wholly-controlled by Sanlam Limited ("Sanlam"), a public company listed on the Johannesburg Securities Exchange Limited and Namibian Stock Exchange. Sanlam is not controlled by any single firm. Sanlam controls a vast number of firms.
[4] The Sanlam group is a financial services group. Relevant to the competition assessment of the proposed transaction are Sanlam's
activities in the provision of long-term life insurance.
Primary target firms
[5] The primary target firms are (i) BrightRock Holdings; and (ii) Lombard Life. Both these firms are incorporated in accordance with the laws of the Republic of South Africa.
[6] BrightRock Holdings is not directly or indirectly controlled by any single firm. It directly controls BrightRock (Pty) Ltd (“BrightRock"). Lombard Life is a wholly
owned subsidiary of . is not directly or indirectly controlled by any single firm. has a shareholding in BrightRock Holdings.
[7] BrightRock is an exclusive insurance underwriting manager for Lombard Life as it performs binder functions and other services on behalf of Lombard Life.
[8] Lombard Life is a licensed Jong-term insurer. It offers individualised life insurance products built around clients' needs,
i.e. the products are flexible in that they change when clients' needs change.
Proposed transaction and rationale
[9] The proposed transaction comprises of two steps which are considered to be interdependent and forming part of a single indivisible
transaction. In step one, BrightRock Holdings intends to acquire the entire issued share capital in Lombard Life. In step two, Sanlam Life intends to acquire 53% of the issued share capital of BrightRock Holdings.
[10] According to the merging parties, the proposed transaction will inter alia enable Sanlam to offer innovative needs-matched long-term insurance products.
Impact on competition
[11] The Competition Commission ("Commission"") found that the merging parties' activities overlap horizontally in the provision of long-term individual insurance policies, including assistance policies, disability policies and life policies. These were analysed as three separate relevant product markets in a national geographic market.
[12] The Commission found that the merging parties will have combined national market shares of less than 20% in each of the three
abovementioned relevant product markets, i.e. the provision of long-term assistance, disability and life policies. It furthermore found that the merging parties will be constrained by alternative service providers such as Old Mutual, Discovery Life, Liberty and the MMI Group, amongst others. Based on this, the Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market.
[13] The merging parties further at the hearing indicated that their combined national market share will be below 20% in the market for the provision of (all categories of) long-term individual insurance policies.[1]
[14] We conclude that the proposed transaction is unlikely to substantially prevent or lessen competition in any (potential) relevant market.
Public interest
[15] The merging parties confirmed that the proposed transaction will have no negative impact on employment[2].
[16] No other public interest concerns arise from the proposed transaction.
Conclusion
[17] In light of the above, we conclude that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market. In addition, no public interest issues arise from the proposed transaction. Accordingly, we approve the proposed transaction unconditionally.
24 April 2017
DATE
__________________________
Mr AW Wessels
Ms Andiswa Ndoni and Ms Medi Mokuena concurring
Tribunal Case Manager:
Hayley Lyle
For the merging parties:
Lizel Blignaut of ENS Africa
For the Commission:
Zanele Hadebe
[1] Transcript, page 4.
[2] Merger Record, pages 11 and 66.