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South Africa Judgment

Competition Tribunal

Units on Park Street v WBHO Construction (LM181Feb23) [2023] ZACT 17 (26 April 2023)

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Source document

01

Holding and result

The Tribunal found that the proposed merger does not raise any competition or public interest concerns. The transaction involves the transfer of an undivided share in a student accommodation property letting enterprise from WBHO Construction (Pty) Ltd to Units on Park Street (Pty) Ltd. The acquiring firm is a property investment company, and the target business is located in Hatfield, Gauteng. After considering the submissions and the nature of the transaction, the Tribunal concluded that the merger would not substantially prevent or lessen competition in any relevant market, nor would it have any negative impact on public interest. Accordingly, the merger was approved without conditions.

Court disposition

Merger approved unconditionally.

Orders

  • The proposed merger between Units on Park Street (Pty) Ltd and WBHO Construction (Pty) Ltd is approved without conditions.

02

Material facts

Parties

Units on Park Street (Pty) Ltd

Applicant

WBHO Construction (Pty) Ltd

Respondent

03

Procedural history

  1. Posture

    Large Merger / Merger Approval

04

Questions and positions

Legal issues

Party arguments

Applicant
Units on Park Street (Pty) Ltd argued that the acquisition of WBHO's undivided share in the student accommodation property enterprise would not substantially prevent or lessen competition in any relevant market. The transaction is a straightforward transfer of ownership in a property investment context, with no adverse effects on competition or public interest.
Respondent
WBHO Construction (Pty) Ltd submitted that the sale of its undivided share in the Units on Park Street assets is a routine divestiture and does not result in any anti-competitive effects. The respondent maintained that the transaction does not negatively impact the market for student accommodation or related property letting services.

05

Court’s reasoning

  1. 01

    Competition Act, No. 89 of 1998

    A merger may be approved unconditionally if it does not substantially prevent or lessen competition and does not raise public interest concerns.

06

Ratio, limits and disposition

Ratio decidendi

The Tribunal found that the proposed merger does not raise any competition or public interest concerns. The transaction involves the transfer of an undivided share in a student accommodation property letting enterprise from WBHO Construction (Pty) Ltd to Units on Park Street (Pty) Ltd. The acquiring firm is a property investment company, and the target business is located in Hatfield, Gauteng. After considering the submissions and the nature of the transaction, the Tribunal concluded that the merger would not substantially prevent or lessen competition in any relevant market, nor would it have any negative impact on public interest. Accordingly, the merger was approved without conditions.

Obiter and limits

  • The Tribunal noted that the transaction is typical of property investment activities and does not alter the competitive landscape in the student accommodation sector.
  • No concerns were raised regarding employment, small business, or the ability of historically disadvantaged persons to participate in the market.

Court disposition

Merger approved unconditionally.

  • The proposed merger between Units on Park Street (Pty) Ltd and WBHO Construction (Pty) Ltd is approved without conditions.

Source and reliance status

Competition Tribunal

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Judgment text

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Source document

Competition Tribunal

Judgment

[2023] ZACT 17

Merger Alert

Case Number: LM181Feb23

Date of release: 26 April 2023

OUTCOME

OF MERGER DECIDED BY THE TRIBUNAL

Type of matter: Large merger

Parties involved: Units on Park Street (Pty) Ltd and WBHO Construction (Pty) Ltd in respect of an undivided share in the Units on Park assets

Tribunal decision: Approved without conditions

The Tribunal has unconditionally approved the proposed merger whereby WBHO Construction (Pty) Ltd (“WBHO”) is selling its undivided share in the student accommodation property letting enterprise known as “Units on Park Street” (“the

target business”) to the company Units on Park Street (Pty) Ltd (“Units on Park Street”).

The primary acquiring firm, Units on Park Street, is a property investment company. WBHO is engaged in civil engineering and building

construction activities The target business is located in Hatfield, in Gauteng, and comprises the student accommodation property known as “Units on Park Street” and all leases in that respect.

Issued by:

Gillian de Gouveia, Communications Officer

On behalf of the Competition Tribunal of South Africa

Tel: +27 (0) 12 394 1383

Cell: +27 (0) 82 410 1195

E-Mail: GillianD@comptrib.co.za

Twitter: @comptrib

Source wording is retained. Consult the source document for its original formatting and pagination.

Authorities

Authorities used by the court

Cases, legislation, regulations, and constitutional provisions identified in the available record.

Competition Act, No. 89 of 1998

Legislation

Legislation referenced in the available case record.

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