UBI General Partner Proprietary Limited and CSG Holdings Limited (LM128Nov21) [2022] ZACT 7 (14 March 2022)

UBI General Partner Proprietary Limited and CSG Holdings Limited (LM128Nov21) [2022] ZACT 7 (14 March 2022)

The Tribunal found that the proposed merger does not result in any substantial prevention or lessening of competition in any relevant market. The vertical integration between the Acquiring Group's fresh produce activities and the Target Group's catering services does not raise foreclosure concerns, as there are numerous alternative suppliers and customers in both markets. The merger will not negatively affect employment, as no retrenchments are anticipated, and increases ownership by historically disadvantaged persons to 100% in the Target Group. The Tribunal concluded that the transaction raises no substantial public interest concerns and approved the merger unconditionally.

Citation
[2022] ZACT 7
Parties
Applicant: UBI General Partner Proprietary Limited; Respondent: CSG Holdings Limited
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
14 March 2022
Case Number
LM128Nov21
Procedural Posture
Merger Review / Order Granting Unconditional Approval of Large Merger
Outcome
Merger unconditionally approved; no substantial competition or public interest concerns identified.
Judges
Enver Daniels, Imraan Valodia, Liberty Mncube
Legal Topics
Large Merger Review, Vertical Integration, Public Interest Assessment, Ownership by Historically Disadvantaged Persons, Input Foreclosure, Customer Foreclosure
Competition Law Commercial and Corporate Large Merger Review Vertical Integration Public Interest Assessment Ownership by Historically Disadvantaged Persons Input Foreclosure Customer Foreclosure

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Parties

UBI General Partner Proprietary Limited

Applicant

CSG Holdings Limited

Respondent

Procedural Posture

Merger Review / Order Granting Unconditional Approval of Large Merger

Legal Issues

  1. 1 Whether the proposed merger between UBI General Partner Proprietary Limited and CSG Holdings Limited is likely to substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the merger raises any public interest concerns, including employment and ownership by historically disadvantaged persons.
  3. 3 Whether the merger results in input or customer foreclosure in the relevant markets.

Ratio Decidendi

The Tribunal found that the proposed merger does not result in any substantial prevention or lessening of competition in any relevant market. The vertical integration between the Acquiring Group's fresh produce activities and the Target Group's catering services does not raise foreclosure concerns, as there are numerous alternative suppliers and customers in both markets. The merger will not negatively affect employment, as no retrenchments are anticipated, and increases ownership by historically disadvantaged persons to 100% in the Target Group. The Tribunal concluded that the transaction raises no substantial public interest concerns and approved the merger unconditionally.

Court Disposition

Merger unconditionally approved; no substantial competition or public interest concerns identified.

Orders

  • The large merger between UBI General Partner Proprietary Limited and CSG Holdings Limited is unconditionally approved.
  • No conditions are imposed regarding employment or ownership.