Standard Corporate and Merchant Bank (a division of the Standard Bank of South Africa Limited) and Prochem (Pty) Ltd (34/LM/Jun01) [2001] ZACT 30 (30 July 2001)

Standard Corporate and Merchant Bank (a division of the Standard Bank of South Africa Limited) and Prochem (Pty) Ltd (34/LM/Jun01) [2001] ZACT 30 (30 July 2001)

The Tribunal found that the transaction involves SCMB, through Clidet, acquiring all shares and assets of Prochem, thereby replacing BOE as the controlling shareholder. The Tribunal was satisfied, based on assurances from SCMB's legal representatives, that SCMB has no interests in companies engaged in the manufacture or distribution of chemicals in South Africa. Therefore, the merger does not raise horizontal or vertical competition concerns. The Tribunal also considered the public interest and was satisfied that the merger would not affect employment or business operations, as confirmed by assurances given to employee representatives. The Tribunal determined that it was unnecessary to...

Citation
[2001] ZACT 30
Parties
Applicant: Standard Corporate and Merchant Bank (a division of the Standard Bank of South Africa Limited); Respondent: Prochem (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
30 July 2001
Case Number
34/LM/Jun01
Procedural Posture
Large Merger / Approval
Outcome
Merger approved without conditions.
Judges
NM Manoim, D Terblanche, U Bhoola
Legal Topics
Large Merger Review, Change of Control, Horizontal and Vertical Effects, Public Interest, Notification Requirements
Competition Law Commercial and Corporate Large Merger Review Change of Control Horizontal and Vertical Effects Public Interest Notification Requirements

Case Brief

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Parties

Standard Corporate and Merchant Bank (a division of the Standard Bank of South Africa Limited)

Applicant

Prochem (Pty) Ltd

Respondent

Procedural Posture

Large Merger / Approval

Legal Issues

  1. 1 Does the acquisition of Prochem by SCMB raise any horizontal or vertical competition concerns in the chemical distribution or manufacture markets in South Africa?
  2. 2 Will the merger have any adverse public interest effects, particularly on employment?
  3. 3 Is it necessary to impose conditions on the approval regarding future disposal of SCMB's stake in Clidet?

Ratio Decidendi

The Tribunal found that the transaction involves SCMB, through Clidet, acquiring all shares and assets of Prochem, thereby replacing BOE as the controlling shareholder. The Tribunal was satisfied, based on assurances from SCMB's legal representatives, that SCMB has no interests in companies engaged in the manufacture or distribution of chemicals in South Africa. Therefore, the merger does not raise horizontal or vertical competition concerns. The Tribunal also considered the public interest and was satisfied that the merger would not affect employment or business operations, as confirmed by assurances given to employee representatives. The Tribunal determined that it was unnecessary to...

Court Disposition

Merger approved without conditions.

Orders

  • The merger between Standard Corporate and Merchant Bank (a division of the Standard Bank of South Africa Limited) and Prochem (Pty) Ltd is approved unconditionally.