Tribunal allows Caxton to intervene in competitor’s merger

OUTCOME OF COMPETITION TRIBUNAL HEARING
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Tribunal allows Caxton to intervene in competitor’s merger

Today the Competition Tribunal granted Caxton and CTP Publishers and Printers Limited permission to participate in the hearing of a merger between Media 24 (Pty) Ltd, Paarl Media Holdings (Pty) Ltd and Paarl Coldset (Pty) Ltd. In the merger Media 24 intends to purchase a 5% share in Paarl Media Holdings as well as a 12,63% share in Paarl Coldset from the Retief family. Lambert Retief plans to retire from the business.

The Competition Commission, which assesses large mergers before referring them to the Tribunal, recommended that the Tribunal approve the Media 24/Paarl merger without conditions.

The Tribunal’s order comes after a one day hearing in which Caxton requested permission to intervene in the merger hearing. Caxton alleged that the merging firms had not been forthcoming with all the information the Commission needed to make a full assessment of the competition effects of the proposed deal, including the control structure of Naspers Ltd and the interest in the printing, publishing and media industry held by Naspers’ shareholders, as well as who really controls Paarl Media Holdings and Paarl Coldset before the proposed transaction. Caxton alleged that the completion authorities are being misled regarding the control of these latter firms and that the proposed merger brings about a significant change in the control of these firms. Caxton said the merger could give rise to anti-competitive information sharing or coordination and could negatively affect media diversity in South Africa. The merging firms denied these allegations stating, among other things, that Caxton’s concerns had been conveyed to the Commission which remained unconcerned by the proposed transaction.

The Tribunal, after considering submissions from Caxton, the merging firms and the Commission, has granted Caxton permission to participate in the merger hearing. This allows Caxton, amongst other things, to get access to documents filed in the case, to cross-examine any witnesses that may appear in the case during the hearing and to adduce oral and documentary evidence.

The Tribunal further issued a directive in terms of which Media 24 must submit information to the Commission (to the extent not already provided) regarding all firms directly or indirectly controlling Naspers Ltd, including the following shareholders of the unlisted A ordinary shares: Naspers Beleggings Ltd (“Nasbel”), Keeromstraat 30 Beleggings Ltd (“Keerom”), Wheatfields 221 (Pty) Ltd (“Wheatfields”), Sholto Investments BVI, De Goedgedacht Trust, Sanlam and Messer’s Stofberg and Bekker. Media24 must furthermore disclose all interests (other than in Naspers Ltd) of Nasbel, Keerom, Wheatfields, Sholto Investments BVI, De Goedgedacht Trust, Sanlam and Messer’s Stofberg and Bekker in the printing/publishing/media industries, as well as a full description of the relevant activities of the firm or firms in which these interests are held. The Commission was directed to investigate this further and to submit a supplementary report to the Tribunal containing its final recommendation.
The Tribunal’s order and directive in this case are available on the website: www.comptrib.co.za.

Issued By:
Nandi Mokoena
Communications: Competition Tribunal
Cell: +27 (0) 82 399 1328
E-mail: NandisileM@live.co.za or NandiM@comptrib.co.za

On Behalf Of:
Lerato Motaung
Registrar: Competition Tribunal
Tel: (012) 394 3355
Cell: +27 (0) 82 556 3221
E-Mail: LeratoM@comptrib.co.za