Merger Alert: Outcome of mergers decided by the Tribunal - 14 March 2023
| Type of matter | Parties involved | Tribunal decision |
| Large merger | Epiroc Holdings South Africa (Pty) Ltd and K2022596519 (South Africa) (Pty) Ltd and Polkadots Properties 117 (Pty) Ltd | Approved with conditions |
| Large merger | Santam Ltd and the MTN Portfolio Comprising the Device Insurance Policies Marketed and distributed by Mobile Telephone Networks (Pty) Ltd and Underwritten by Guardrisk Insurance Company Ltd | Approved without conditions |
| Large merger | Incubeta Holdings International Limited and Incubeta SA Operations (Pty) Ltd; Incubeta South Africa (Pty) Ltd; Incubee Investments (Pty) Ltd | Approved without conditions |
| Large merger | Nedbank Ltd, acting through its Nedbank Corporate and Investment Banking Division, Nedbank Property Partners and Emling Properties (Pty) Ltd | Approved without conditions |
| Large merger | Sabic Agri-Nutrients Company and ETG Inputs Holdco Ltd | Approved without conditions |
| Large merger | TLG Investments (Pty) Ltd And Tradekor Holdings (Pty) Ltd | Approved without conditions |
| Large merger | China Baowu Steel Group Corporation Ltd and Sinosteel Group Corporation Ltd | Approved without conditions |
Epiroc Holdings South Africa (Pty) Ltd and
K2022596519 (South Africa) (Pty) Ltd and Polkadots Properties 117 (Pty) Ltd
The Tribunal has conditionally approved the proposed transaction wherein Epiroc Holdings South Africa (Pty) Ltd (“Epiroc Holdings”) intends to acquire K2022596519 (South Africa) (Pty) Ltd (“New Aard”) and Polkadots Properties 117 (Pty) Ltd (“Polkadots”).
The Tribunal has approved the proposed merger with public interest-related conditions involving the establishment of an employee share ownership plan, a moratorium on retrenchments and additional funding allocated to skills development initiatives as well as enterprise and supplier development initiatives.
The acquiring group is a supplier of rock excavation equipment and mining machinery and provides solutions that increase utilisation and productivity in the mining, natural resources and infrastructure industries. In South Africa the acquiring group, through Epiroc Holdings and Epiroc SA, is active in developing, manufacturing, marketing and distributing equipment for use in, among others, mining.
New Aard is a newly incorporated firm without any activities and is solely intended to acquire Aard Mining Equipment (Pty) Ltd (“Aard”) which supplies mining equipment. Polkadots owns immovable property for the purposes of providing premises to Aard.
Santam Ltd and the MTN Portfolio comprising the device insurance policies marketed and distributed by Mobile Telephone Networks (Pty) Ltd
and underwritten by Guardrisk Insurance Company Ltd
The Tribunal has approved, without conditions, the merger whereby Santam Ltd (“Santam”) intends to acquire the device insurance policies marketed and distributed by Mobile Telephone Networks Proprietary Limited (“MTN SA”) and currently underwritten by Guardrisk Insurance Company Ltd (“Guardrisk”), through a cell structure together with certain assets and liabilities pertaining to such policies (“the MTN Portfolio”).
Santam is a short-term (non-life) insurer licensed in South Africa in terms of the Insurance Act. It is licensed to provide policy benefits under short-term / non-life policies for all classes of business. The MTN Portfolio comprises the device insurance policies for cell phones, laptops, tablets and wearable devices.
Incubeta Holdings International Limited and
Incubeta SA Operations (Pty) Ltd; Incubeta South Africa (Pty) Ltd; Incubee Investments (Pty) Ltd
The Tribunal has unconditionally approved the merger wherein Incubeta Holdings International Ltd (“IHI”) intends to acquire shares in: (i) Incubeta SA Operations (Pty) Ltd (“Incubeta Ops”); (ii) Incubeta South Africa (Pty) Ltd (“Incubeta SA”); and (iii) IncuBEE Investments (Pty) Ltd (“IncuBEE”) from Incubeta Holdings (Pty) Ltd (“Incubeta Holdings”).
The acquiring group is a global alternative asset manager headquartered in the USA. It manages funds that invest globally across three investment disciplines i.e. global private equity; global credit; and investment solutions.
The target group is a global marketing performance group with a particular focus on digital solutions and e-commerce. It offers digital advertising and media solutions to customers worldwide.
Nedbank Ltd, acting through its Nedbank Corporate and Investment Banking Division, Nedbank Property Partners and Emling Properties (Pty) Ltd
The Tribunal has unconditionally approved the proposed transaction whereby Nedbank Limited (“Nedbank”) intends to subscribe to a specified percentage of the shares and the acquisition of the claims in Emling Properties (Pty) Ltd (“Emling Properties”).
Nedbank is an established company listed on the Johannesburg Stock Exchange. It offers, among others, business, corporate and retail banking, securities trading, investment banking, private banking, foreign exchange, wealth management and property financing.
Emling Properties is a property investment company. It holds controlling and non-controlling interests in a number of firms that are property holding companies.
Sabic Agri-Nutrients Company and ETG Inputs Holdco Ltd
The Tribunal has approved, without conditions, the proposed large merger whereby SABIC Agri-Nutrients Company (“SABIC AN”) intends to acquire issued shares of ETG Inputs Holdco Limited (“EIHL”) from ETG World, together with certain governance rights which will confer joint control to SABIC AN.
SABIC AN is incorporated in accordance with the laws of the Kingdom of Saudi Arabia. The acquiring group (SABIC AN and all the firms that directly or indirectly control it) is active in the production and supply of urea which is used as input into fertilisers. The urea supplied by the acquiring group is sold to large scale wholesalers and used in the agricultural sector.
EIHL is a company incorporated in accordance with the laws of the United Arab Emirates. EIHL and the firms that it controls imports, blends, and distributes fertiliser products in SADC, including South Africa. The target group does not produce urea but uses it as an input in the production and supply of blended urea fertilizers.
TLG Investments (Pty) Ltd and Tradekor Holdings (Pty) Ltd
The Tribunal has unconditionally approved the proposed merger in terms of which Tradekor Holdings (Pty) Ltd (“Tradekor”) intends to buy back a specified percentage of the shares held by Etymo (Pty) Ltd (“Etymo”), which will result in an increase of TLG Investments (Pty) Ltd (“TLG Investments”) shareholding in Tradekor. Following the implementation of the proposed transaction, TLG Investments will solely control Tradekor and its subsidiaries.
The TLG Group operates strategic logistical and terminal assets in Southern Africa, including port and rail terminal services, warehousing facilities, stevedoring facilities and digital transport technology services.
The target group provides a logistics solution in the commodities industry, specialising in the trading, warehousing, containerising and shipping of manganese, chrome and iron ore.
China Baowu Steel Group Corporation Ltd and Sinosteel Group Corporation Ltd
The Tribunal has approved, without conditions, the large merger whereby China Baowu Steel Group Corporation Limited (“China Baowu”) intends to acquire Sinosteel Group Corporation Limited (“Sinosteel”). Post-merger, Sinosteel will be solely controlled by China Baowu.
China Baowu is incorporated in accordance with the laws of the People’s Republic of China (“PRC”). Globally, the acquiring group focuses on developing projects in the iron and steel industry along with projects in the new materials, smart service, industrial services, urban service and industrial finance industries. China Baowu’s activities in South Africa, relating to the supply of ferrochrome, chrome ore and mill rolls markets, are relevant to this transaction.
Sinosteel is also incorporated in accordance with the laws of the PRC. Worldwide, the target group is mainly engaged in developing and processing metallurgical mineral resources, trading and logistics of metallurgical raw materials and products, and related engineering technical service and equipment manufacture. In South Africa, it is active in the mining and trading of chrome ore.
Issued by:
Gillian de Gouveia, Communications Officer
On behalf of the Competition Tribunal of South Africa
Cell: +27 (0) 82 410 1195
E-Mail: GillianD@comptrib.co.za
Twitter: @comptrib
Back to Press Releases
