Latest decisions by the Competition Commission: RCL Foods, Eggbert Eggs etc

10 May 2018

 Key decisions on mergers and acquisitions 

1.1         RCL Foods Sugar & Milling (Pty) Ltd v Johannes Benjamin van der Merwe t/a Driehoek Voere

 The Commission has approved the proposed merger, without conditions, whereby RCL Foods Sugar & Milling Proprietary Limited (RCL Foods) intends to acquire Driehoek Voere (Driehoek), Centuria 0075 (Pty) Ltd (Centuria) and TF van der Merwe (Pty) Ltd (TF van der Merwe).

RCL Foods, amongst other things, manufactures and supplies low roughage content animal feed for a variety of domestic and wild animals under its Epol and Moltek brands, including ostrich, broiler, layer, dog, pig, wild animal, horse, beef &sheep and dairy cows. RCL Foods operates eight feed mills countrywide, from where it supplies animal feed to farmers and to independent wholesalers and/or retailers who, in turn, sell the animal feed to their customers.

Driehoek operates an animal feed mill in Vaalwater, Limpopo, which produces high roughage animal feed for a variety of domestic and wild animals, under the Driehoek, Equus, Lotmix and Winterveld brands.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns. 

1.2         Compagnie Generale des Etablissements Michelin v Fenner Plc

The Commission has approved the proposed merger, without conditions, whereby Compagnie Generale des Etablissements Michelin (Michelin) intends to acquire Fenner Plc (Fenner).

The Michelin Group is active globally in the tyre manufacturing sector as well as in the tyre distribution sector through retail stores and online networks.

Fenner is the parent company of the Fenner Group. The Fenner Group provides heavyweight conveyor belt and related services to the mining and bulk materials markets and advanced polymer products for the oil & gas, medical and specialist industrial markets.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

1.3         Net1 Applied Technologies South Africa  (Pty) Ltd v DNI-4PL Contracts (Pty) Ltd 

The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby Net1 Technologies South Africa (Pty) Ltd (Net1) intends to acquire DNI-4PL Contracts (Pty) Ltd (DNI).

Net1 is owned by Net1 UEPS Technologies Inc, an American company. Net1 provides payment solutions, transaction processing services and financial technology.

DNI is engaged in retail communications and distributions to South Africa’s informal market. Its services include the sale and distribution of prepaid airtime and starter packs.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

1.4         OMPE GP IV (Pty) Ltd v Medhold Group (Pty) Ltd  

The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby OMPE GP IV (Pty) Ltd (OMPE) and the current existing shareholders of Medsearch Industries Limited (MSI) intend to acquire Medhold Group (Pty) Ltd (BidCo).

OMSA is an investment holding company active with investment portfolios in various businesses such as asset management, life insurance, banking and investment services as well as short-term insurance. The OM Group undertakes its investments through Old Mutual Investment Group Holdings (Pty) Ltd.

MSI Group supplies its own specialised, high-value and high-tech, global branded medical devices and technology to the healthcare sector.

BidCo is a newly incorporated company and currently does not operate any business activities.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

1.5         The Trustees for the time being of the Blade Trust v Natures Garden Holdings (Pty) Ltd

 The Commission has approved the proposed merger, without conditions, whereby The Trustees for the time being of the Blade Trust (the Blade Trust) intend to acquire Natures Garden Holdings (Pty) Ltd (NGH).

The Blade Trust does not conduct any business activities. It has shareholding in NGH and in entities that are not active in the market for the supply of frozen vegetables.

NGH is a holding company whose subsidiaries are involved in supplying frozen vegetables and fries as well as storing and transporting frozen products. It sources its crops from local farmers and once its products are harvested, they are frozen and packaged for sale to major retailers and restaurants.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

1.6         Eggbert Eggs (Pty) Ltd v D Lund Farms (Pty) Ltd 

The Commission has approved the proposed merger, without conditions, whereby Eggbert Eggs (Pty) Ltd (Eggbert) intends to acquire D Lund Farms (Pty) Ltd (D Lund Farms).

Eggbert is involved in the production and selling of commercial chicken eggs and the rearing of chickens for slaughter and the incumbent sale of the meat. The business of Eggbert is restricted to the commercial egg industry only, except for the culling of lay hens no longer producing eggs.

D Lund Farms produces and sells commercial chicken eggs in Limpopo. It does not have slaughtering facilities but has its own grandparent stock. A grandparent stock produces eggs, of which are incubated in the hatchery producing day-old chicks, which are in turn transferred to the rearing pens.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns. 

1.7         Geely Financials Demark A/S v Saxo Bank A/S 

The Commission has approved the proposed merger, without conditions, whereby Geely Financials Denmark A/S (Geely) intends to acquire Saxo Bank A/S (Saxo Bank).

Geely’s South African business activities are limited to the sale of Volvo passenger cars in South Africa. In South Africa, Volvo provides a Volvo Cars Financial Services offering to enable customers to apply for vehicle finance but this product is provided by Wesbank which is a division of Firstrand Bank Limited.

Saxo Bank is a trading, investment and technology company, focusing on multi-asset trading and investing in global capital markets including foreign exchange, equities, commodities, energy, precious metals, exchange traded funds. In South Africa, Saxo Bank conducts activities through Saxo Capital Markets.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

 

1.8         Filmfinity (Pty) Ltd and Gamefinity (Pty) Ltd v Filmed Content and the Distribution of PlayStation Hardware and Sony Software Gaming Products divisions of Ster-Kinekor Entertainment

 

The Commission has approved the proposed transaction, without conditions, whereby Filmfinity (Pty) Ltd (Filmfinity) and Gamefinity (Pty) Ltd (Gamefinity) intend to acquire the Filmed Content and the Distribution of PlayStation Hardware (Filmed Content Distribution Division) and Sony Software Gaming Products divisions of Ster-Kinekor Entertainment (Gaming Division).

Filmfinity and Gamefinity are special purpose vehicles and as such do not have any activities. The Film Content Distribution Division primarily distributes theatrical content to the cinema exhibitor market. The Gaming Division is the exclusive distributor of Sony PlayStation hardware, software and peripherals from Sony Interactive Entertainment Europe in South Africa.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

1.9         Legacy Auto (Pty) Ltd v Kwelapele Investments (Pty) Ltd

 

The Commission has approved the proposed merger, without conditions, whereby Legacy Auto (Pty) Ltd (Legacy Auto) intends to acquire Kwelapele Investments (Pty) Ltd trading as Modern Autohaus (Modern Autohaus).

The acquiring group operates BMW/MINI motor vehicle and motorcycle dealerships in Gauteng and the North West province.

Modern Autohaus operates in the markets for the sale of new and used passenger (not commercial) motor vehicles, related servicing, repairs and parts supply and acts as an intermediary in respect of financial and insurance services related to vehicle sales in the Polokwane area.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

 

 

1.10       Robertson Quarry (Pty) Ltd v Afrimat Aggregates Operations (Pty) Ltd 

 

The Commission has approved the proposed merger, without conditions, whereby Robertson Quarry (Pty) Ltd (Pty) Ltd (Robertson) intends to acquire Afrimat Aggregate Operations (Pty) Ltd (Afrimat).

Robertson is an investment and advisory firm within the mining sector. Its core areas of business include corporate deal making within mining investments, technical and financial evaluation of projects within the mining sector and consulting in respect of mineral regulations.

Afrimat holds investments in the mining of lime and related products and the supply of aggregate and cement based products. Of relevance to the proposed transaction is Afrimat’s activities in respect of the manufacturing and supply of aggregates for various applications within Robertson in the Western Cape.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

 

 

1.11       Equities Property Fund Ltd v Investec Property Group Holdings Ltd in respect of the rental enterprises known as Longmeadow and New Germany

 

The Commission has approved the proposed merger, without conditions, whereby Equities Property Fund Limited (Equities) intends to acquire Investec Property Group Holdings Limited (Investec Property Group), in respect of the property rental enterprises known as Longmeadow and New Germany

Equites is a specialist logistics property fund and has a property portfolio consisting of office space, industrial and vacant land. The various properties are situated in Cape Town and Gauteng.

Investec limited is an international specialist bank and asset manager that provides a diverse range of financial products and services. Longmeadow is situated in Gauteng and New Germany is situated in KwaZulu-Natal. Both are classified as light industrial properties.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

1.12       Government Employees Pension Fund v Vacant immovable property being Remaining extent of portion 13 (a portion of portion 10) of the Farm Lindley no. 528

 

The Commission has approved the proposed merger, without conditions, whereby the Government Employees Pension Fund (GEPF) intends to acquire the vacant immovable property being Remaining Extent of portion 13 (a portion of portion 10) of the Farm Lindley no. 528 (Lanseria Land).

The GEPF is statutorily mandated to manage and administer pensions and other benefits for government employees. It is invested across various asset classes including cash and money markets, domestic bonds, domestic property, domestic equity, African equity, foreign bonds and foreign equity.

Lanseria Land is situated adjacent to Lanseria International Airport. The site is demarcated to be a mixed use commercial hub consisting of approximately 82 stands and could potentially comprise industrial, retail, office and hotel components, among others. The land is predominately vacant.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

 

 

1.13       Devkom South Africa (Pty) Ltd v GiltedgeTravel (Pty) Ltd and Mantis Africa Holdings (Pty) Ltd

 

The Commission has approved the proposed transaction, without conditions, whereby Devkom South Africa (Pty) Ltd (Devkom) intends to acquire a stake in Giltedge Travel (Pty Ltd (Giltedge) and in Mantis Africa Holdings (Pty) Ltd (MAH).

Devkom is a South African holding company with no day-to-day operations. It is controlled by Accor Afrique SA which is, in turn, controlled by Accor SA, both of which are limited liability companies organized under the laws of France and listed on the Euronext Paris Stock Exchange. The Accor Group is an international hotel operator which is based in France. It has more than 4 200 hotels across 20 brands in 95 countries.

Giltedge is a luxury South African tour operator operating across South Africa and parts of Southern Africa, East Africa and the Indian Ocean islands. Giltedge creates tailor-made itineraries to safari destinations in Africa, as well as providing travel-related services. Giltedge also facilitates bookings for inbound tourists at hotels and currently provides the services to the Mantis Group.

MAH is a special purpose vehicle established for purposes of the proposed transaction. MAH will house the businesses in the Mantis Group.

The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns.

  1. Non Referrals: The Commission has taken a decision to non-refer (not to prosecute) the following cases:

 

 

2.1       Dr Claudine Lee v Telkom

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

2.2       Tsheko Mashego v AA South Africa

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

2.3       Department of Correctional Services v Tswarisang Trading and Projects and Lungelolwethu Trading

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

 

2.4       Jaaps Testing Station, Supertest Nuffield, Suran Poonen, Gateway Test Station and others

 

2.5       David Fourie v Johannes Joachim Howell (Inyoni Rocks Body Corporate and the Trustees)

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

 

2.6       Tinus Groenewald v PSG Consultants / Discovery

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

 

2.7       Aurelia Nosipho Sobekwa v Transnet SOC Ltd Capital Projects

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

2.8       Tee Que Trading Services t/a time Quantum v Oracle

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

2.9         Lucky Mbongwa Nkhwashu v different oil majors currently providing refuelling services at ACSA Airports

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

2.10     Zain van Rooyen v Rameo Motors trading as Ramwagen

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

2.11     George Venter – Good Earth Warehousing and Distribution CC v OLIPRO

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

2.12     Mogambery Naidu v Towing Companies: First Road and Help 24, Repair Companies: Renew- It and Denmar

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

 

2.13     Brenda Prestage v Beijer Ref Swedish Listed Company

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

2.14     Dr Lize Boshoff Coyles v Dr Van Der Watt and Dr Allan Puterman

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

2.15     Roncon Cc v Landis+Gyr (Pty) Ltd and Cigicell (Pty) Ltd

2.16     Anonymous v Benedicte Roumega owner BR Casting and Plan B

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

2.17     Treppo Group (Pty) Ltd v Cape Gate (Pty) Ltd

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

Leave a Reply

Your email address will not be published. Required fields are marked *