Greenstreet 1 (Pty) Ltd v Solar Capital de Aar 3 (RF) (Pty) Ltd (LM196Dec20) [2021] ZACT 15 (29 March 2021)

Greenstreet 1 (Pty) Ltd v Solar Capital de Aar 3 (RF) (Pty) Ltd (LM196Dec20) [2021] ZACT 15 (29 March 2021)

The Tribunal found that the proposed transaction, which changes control of SCDA 3 from joint to sole control by Stanlib Fund II SPV, does not substantially prevent or lessen competition in any relevant market. Market share accretions at national, district, and local levels were assessed as worst-case scenarios, but the merged entity would remain constrained by other competitors. The long-term, non-negotiable power purchase agreements with Eskom under the REIPPPP further limit the ability of the merged entity to act unilaterally to the detriment of customers or competitors. No public interest concerns, including employment effects, were identified. The Tribunal concluded that the...

Citation
[2021] ZACT 15
Parties
Applicant: Greenstreet 1 (Pty) Ltd; Respondent: Solar Capital De Aar 3 (RF) (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
29 March 2021
Case Number
LM196Dec20
Procedural Posture
Large Merger / Approval
Outcome
Merger approved unconditionally; no substantial prevention or lessening of competition or public interest concerns identified.
Judges
Enver Daniels, Mondo Mazwai, Andreas Wessels
Legal Topics
Merger Control, Market Share Analysis, Public Interest Considerations, Renewable Energy Sector
Competition Law Commercial and Corporate Merger Control Market Share Analysis Public Interest Considerations Renewable Energy Sector

Case Brief

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Parties

Greenstreet 1 (Pty) Ltd

Applicant

Solar Capital De Aar 3 (RF) (Pty) Ltd

Respondent

Procedural Posture

Large Merger / Approval

Legal Issues

  1. 1 Does the proposed transaction substantially prevent or lessen competition in any relevant market?
  2. 2 Are there any public interest concerns arising from the merger, particularly regarding employment and market structure?
  3. 3 Does the change from joint to sole control over SCDA 3 alter the competitive dynamics or raise concerns of creeping mergers?

Ratio Decidendi

The Tribunal found that the proposed transaction, which changes control of SCDA 3 from joint to sole control by Stanlib Fund II SPV, does not substantially prevent or lessen competition in any relevant market. Market share accretions at national, district, and local levels were assessed as worst-case scenarios, but the merged entity would remain constrained by other competitors. The long-term, non-negotiable power purchase agreements with Eskom under the REIPPPP further limit the ability of the merged entity to act unilaterally to the detriment of customers or competitors. No public interest concerns, including employment effects, were identified. The Tribunal concluded that the...

Court Disposition

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

Orders

  • The large merger between Greenstreet 1 (Pty) Ltd and Solar Capital De Aar 3 (RF) (Pty) Ltd is approved unconditionally.
  • No conditions are imposed on the approval of the merger.