Super Group Holdings Proprietary Limited v Right Side Up Proprietary Limited (LM062Aug23) [2023] ZACT 77 (28 November 2023)

Super Group Holdings Proprietary Limited v Right Side Up Proprietary Limited (LM062Aug23) [2023] ZACT 77 (28 November 2023)

The Tribunal found that the proposed merger would not result in a substantial prevention or lessening of competition in any relevant market. The merged entity's market share in the relevant markets would remain below 2%, with minimal accretion, and significant competition would persist from other logistics providers. No third-party objections were received, and no evidence suggested a broader or narrower market definition was necessary. The transaction would not result in retrenchments, and the BBBEE rating of RSU would improve, although RSU employees would not participate in Super Group's ESOP. The Tribunal concluded that there were no negative public interest concerns and approved the...

Citation
[2023] ZACT 77
Parties
Applicant: Super Group Holdings Proprietary Limited; Respondent: Right Side Up Proprietary Limited
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
28 November 2023
Case Number
LM062Aug23
Procedural Posture
Large Merger Review / Approval
Outcome
Merger approved unconditionally.
Judges
L Mncube, T Vilakazi, G Budlender
Legal Topics
Large Merger, Horizontal Overlap, Market Share Analysis, Public Interest, Broad Based Black Economic Empowerment
Competition Law Commercial and Corporate Large Merger Horizontal Overlap Market Share Analysis Public Interest Broad Based Black Economic Empowerment

Case Brief

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Parties

Super Group Holdings Proprietary Limited

Applicant

Right Side Up Proprietary Limited

Respondent

Procedural Posture

Large Merger Review / Approval

Legal Issues

  1. 1 Whether the proposed acquisition of 60% of RSU by Super Group Holdings will substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the transaction raises any negative public interest concerns, including employment and spread of ownership.

Ratio Decidendi

The Tribunal found that the proposed merger would not result in a substantial prevention or lessening of competition in any relevant market. The merged entity's market share in the relevant markets would remain below 2%, with minimal accretion, and significant competition would persist from other logistics providers. No third-party objections were received, and no evidence suggested a broader or narrower market definition was necessary. The transaction would not result in retrenchments, and the BBBEE rating of RSU would improve, although RSU employees would not participate in Super Group's ESOP. The Tribunal concluded that there were no negative public interest concerns and approved the...

Court Disposition

Merger approved unconditionally.

Orders

  • The proposed transaction is approved without conditions.