SPE Mid-Market Fund I Partnership (represented by the general partner, SPE Mid-Market Fund I General Partner (Pty) Ltd v Absolute Pets Proprietary Limited (LM191Feb21) [2021] ZACT 12 (24 February 2021)
The Tribunal found that the proposed transaction involves the acquisition by SPE Fund of 80.11% of the issued share capital of Absolute Pets, resulting in sole control. The Competition Commission's investigation revealed no horizontal or vertical overlaps in the activities of the parties, and no public interest...
Source-derived case information.
- Citation
- [2021] ZACT 12
- Parties
- Applicant: SPE Mid-Market Fund I Partnership (represented by the general partner, SPE Mid-Market Fund I General Partner (Pty) Ltd); Respondent: Absolute Pets Proprietary Limited
- Court
- Competition Tribunal
- Jurisdiction
- South Africa
- Case Number
- LM191Feb21
- Procedural Posture
- Merger Control / Approval
- Outcome
- Merger approved unconditionally.
- Judges
- Enver Daniels, Mondo Mazwai, Halton Cheadle
- Legal Topics
- Merger Control, Substantial Lessening of Competition, Public Interest, Vertical and Horizontal Overlap
Source-derived case record
Summary, issues, holding and outcome
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Parties
SPE Mid-Market Fund I Partnership (represented by the general partner, SPE Mid-Market Fund I General Partner (Pty) Ltd)
Applicant
Absolute Pets Proprietary Limited
Respondent
Procedural Posture
Merger Control / Approval
Legal Issues
- 1 Whether the proposed merger is likely to substantially prevent or lessen competition in any relevant market.
- 2 Whether the merger raises any public interest concerns.
Ratio Decidendi
The Tribunal found that the proposed transaction involves the acquisition by SPE Fund of 80.11% of the issued share capital of Absolute Pets, resulting in sole control. The Competition Commission's investigation revealed no horizontal or vertical overlaps in the activities of the parties, and no public interest concerns were identified. No third party raised any objections. Accordingly, the Tribunal concluded that the merger is unlikely to substantially prevent or lessen competition in any relevant market or negatively impact the public interest. The merger was approved unconditionally.
Court Disposition
Merger approved unconditionally.
Orders
- The large merger between SPE Mid-Market Fund I Partnership and Absolute Pets Proprietary Limited is approved without conditions.
Full Case Text
Judgment text and source record
21 paragraphs
COMPETITION TRIBUNAL OF SOUTH AFRICA
Case no: LM191Feb21
SPE Mid-Market Fund I Partnership (represented by the general partner, SPE Mid- Market Fund I General Partner Proprietary Limited) (Primary Acquiring Firm)
and
Absolute Pets Proprietary Limited (Primary Target Firm)
Heard on: 24 February 2021Order Issued on: 24 February 2021
REASONS FOR DECISION
[1] On 24 February 2021, the Competition Tribunal unconditionally approved a large merger between SPE Mid-Market Fund I Partnership (represented by the general partner, SPE Mid-Market Fund I General Partner (Pty) Ltd) (âSPE Fundâ) and Absolute Pets (Pty) Ltd (âAbsolute Petsâ).
[2] The transaction involves an acquisition by SPE Fund of 80.11% of the entire issued share capital of Absolute Pets, such that SPE Fund will solely control Absolute Pets post-merger.
[3] The SPE Fund controls the Cavalier Group of Companies (Pty) Ltd (âCavalier Groupâ) and is ultimately controlled by Sanlam Limited (âSanlamâ or âthe Sanlam Groupâ). The Sanlam Group is a leading South African financial services group, specialising in long- term insurance, financial planning, retirement planning, trusts, wills and short-term insurance, among others.
[4] Absolute Pets[1] is a specialist retailer in the South African pet care industry. Absolute Pets controls Hay North Pets (Pty) Ltd (âHay North Petsâ) (51%).
[5] The Competition Commission found no horizontal or vertical overlaps in the activities of the merger parties.
[6] The merger also raises no public interest concerns.
[7] No third party raised any concern.
[8] We concluded that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market, or to have a negative impact on the public interest.
08 March 2021
Mr Enver Daniels Date
Ms Mondo Mazwai and Mr Halton Cheadle concurring
Tribunal Case Manager: C Mathonsi
For the Merging Parties: T Theron and R van Rensburg For the Commission: R Molotsi and G Mutizwa
[1] ontrolled by Infinitus Holdings (Pty) Ltd (âInfinitusâ) (86.25%).