Main Street 87 (Pty) Ltd / Tosaco Commercial Services (Pty) Ltd and Total South Africa (Pty) Ltd / Total Petroleum Renaissance (Pty) Ltd (18/LM/Apr03) [2003] ZACT 26 (15 May 2003)

Main Street 87 (Pty) Ltd / Tosaco Commercial Services (Pty) Ltd and Total South Africa (Pty) Ltd / Total Petroleum Renaissance (Pty) Ltd (18/LM/Apr03) [2003] ZACT 26 (15 May 2003)

The Tribunal found that there is no horizontal overlap between the merging parties, as Tosaco and Main Street 87 are special purpose vehicles with no prior market activity. The vertical relationship through Fuelogic does not result in market foreclosure, given the presence of multiple competitors and the independent operation of Fuelogic and Imperial Group. The transaction fulfils the empowerment requirements set out in the industry charter. The Tribunal agreed with the Commission that the merger would not substantially prevent or lessen competition in either the upstream or downstream markets. Furthermore, the transaction does not raise any significant public interest concerns, as it...

Citation
[2003] ZACT 26
Parties
Applicant: Main Street 87 (Pty) Ltd; Applicant: Tosaco Commercial Services (Pty) Ltd; Respondent: Total South Africa (Pty) Ltd; Respondent: Total Petroleum Renaissance (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
15 May 2003
Case Number
18/LM/Apr03
Procedural Posture
Large Merger / Merger Approval
Outcome
Merger approved without conditions.
Judges
N. Manoim, D Lewis, L. Reyburn
Legal Topics
Large Merger Review, Vertical Relationships, Market Foreclosure, Public Interest, Empowerment Transaction
Competition Law Commercial and Corporate Large Merger Review Vertical Relationships Market Foreclosure Public Interest Empowerment Transaction

Case Brief

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Parties

Main Street 87 (Pty) Ltd

Applicant

Tosaco Commercial Services (Pty) Ltd

Applicant

Total South Africa (Pty) Ltd

Respondent

Total Petroleum Renaissance (Pty) Ltd

Respondent

Procedural Posture

Large Merger / Merger Approval

Legal Issues

  1. 1 Whether the proposed merger will substantially prevent or lessen competition in the relevant markets.
  2. 2 Whether the transaction raises any significant public interest concerns under the Competition Act.
  3. 3 Whether the empowerment requirements under the industry charter are fulfilled by the transaction.

Ratio Decidendi

The Tribunal found that there is no horizontal overlap between the merging parties, as Tosaco and Main Street 87 are special purpose vehicles with no prior market activity. The vertical relationship through Fuelogic does not result in market foreclosure, given the presence of multiple competitors and the independent operation of Fuelogic and Imperial Group. The transaction fulfils the empowerment requirements set out in the industry charter. The Tribunal agreed with the Commission that the merger would not substantially prevent or lessen competition in either the upstream or downstream markets. Furthermore, the transaction does not raise any significant public interest concerns, as it...

Court Disposition

Merger approved without conditions.

Orders

  • The merger between Main Street 87 (Pty) Ltd, Tosaco Commercial Services (Pty) Ltd, Total South Africa (Pty) Ltd, and Total Petroleum Renaissance (Pty) Ltd is approved without conditions.
  • A Merger Clearance Certificate is issued.