Ultimo Properties (Pty) Ltd and Another v Part of the Rental Enterprises of Steinhoff Properties (Pty) Ltd and Others (LM189Jan21) [2021] ZACT 90 (10 March 2021)

Parties

Procedural Posture

Large Merger Application / Tribunal Approval With Conditions

Legal Issues

1. 1 Whether the proposed merger is likely to substantially prevent or lessen competition in any relevant market.
2. 2 Whether the merger raises public interest concerns, specifically regarding potential retrenchment of employees.
3. 3 Whether the merger should be approved subject to employment-related conditions.

Ratio Decidendi

The Tribunal found that the proposed merger between Ultimo Properties (Pty) Ltd, JD Consumer Electronics and Appliances (Pty) Ltd, and the target firms would not substantially prevent or lessen competition in any relevant market, as there was no significant horizontal or geographic overlap in the provision of rentable warehouses and office space. The only public interest concern identified was the potential retrenchment of nine employees of Steinhoff Group as a result of the disposal process. The Tribunal accepted the merging parties' commitment to address this concern and imposed conditions requiring notification and monitoring of any retrenchments within 24 months of approval. The...

Court Disposition

Merger approved subject to conditions.

Orders

• The merger between the parties is approved in terms of section 16(2)(b) of the Competition Act, subject to the attached conditions.
• A Merger Clearance Certificate is to be issued in terms of Competition Tribunal Rule 35(5)(a).