Merger Alert: outcome of mergers decided by the Tribunal - 17 August 2023
| Type of matter | Parties involved | Tribunal Decision |
| Large merger | Sanlam Emerging Markets Proprietary Limited and Allianz Europe B.V. And SAN JV (RF) (Pty) Ltd | Approved with conditions |
| Large merger | Goscor Lift Truck Company (Pty) Ltd And Main Street 1967 (Pty) Ltd | Approved without conditions |
| Large merger | Abu Dhabi National Oil Company (ADNOC) P.J.S.C And OMV Aktiengesellschaft | Approved without conditions |
| Large merger | Petrefuel Holdings (Pty) Ltd And Royale Energy (Pty) Ltd | Approved with conditions |
Sanlam Emerging Markets Proprietary Limited and Allianz Europe B.V. And
SAN JV (RF) (Pty) Ltd
The Tribunal has conditionally approved the proposed large merger whereby Sanlam Emerging Markets (Pty) Ltd (“SEM”) and Allianz Europe B.V. ("Allianz Europe") intend to jointly control SAN JV (RF) (Pty) Ltd (“SAN JV”).
SEM is wholly-owned by Sanlam Limited (“Sanlam”), a public company incorporated in the Republic of South Africa. Sanlam is the ultimate holding company of the Sanlam Group. The Sanlam Group is an international financial services group comprising several insurers, financial services providers and other financial institutions. Allianz Europe is controlled by Allianz SE ("Allianz"), a public company incorporated in Germany. The Allianz Group offers a wide range of life and non-life insurance products to both retail and corporate customers.
SAN JV, which will be known as Sanlam Allianz Africa, does not currently provide any products or services directly. Post-merger, Sanlam Allianz Africa will operate as a pan-African life and general insurance joint venture between SEM and Allianz Europe. The target firm will not have any activities in South Africa itself.
Goscor Lift Truck Company (Pty) Ltd And Main Street 1967 (Pty) Ltd
The Tribunal has unconditionally approved the proposed large merger whereby Goscor Lift Truck Company (Pty) Ltd (“Goscor”) intends to acquire shares in Main Street 1967 (Pty) Ltd (“NewCo”). Post-merger, Goscor will exercise sole control over NewCo.
The acquiring group is active in, among others, the distribution and sale of industrial lithium batteries for use in the solar, renewable and power-backup industry in South Africa.
NewCo is a special purpose vehicle created for purposes of this proposed merger. The target group is active in the design, manufacturing and supply of industrial lithium batteries and also provides battery management solutions.
Abu Dhabi National Oil Company (ADNOC) P.J.S.C And OMV Aktiengesellschaft
The Tribunal has unconditionally approved the proposed large merger whereby Abu Dhabi National Oil Company (ADNOC) P.J.S.C. (“ADNOC”) intends to acquire OMV Aktiengesellschaft (“OMV”). Post-merger, ADNOC will exercise joint control over OMV.
ADNOC is wholly owned by the Government of the Emirate of Abu Dhabi. The ADNOC Group is an energy and petrochemicals group, principally active in the exploration, production, storage, refining and distribution of oil and gas, as well as in the development of petrochemical products.
OMV, incorporated under the laws of Austria, is globally active in upstream and downstream oil and gas activities. The upstream business activities focus on the exploration, development and production of oil and gas. The downstream oil business operates refineries in Austria, Germany and Romania. OMV is also active in the production and commercialisation of base chemicals, polyolefins and fertilizers.
Petrefuel Holdings (Pty) Ltd And Royale Energy (Pty) Ltd
The Tribunal has conditionally approved the large merger whereby Petrefuel Holdings (Pty) Ltd (“Petrefuel”) intends to acquire Royale Energy (Pty) Ltd (“Royale Energy”).
The Tribunal has imposed conditions on the proposed merger which involve the establishment of an employee share ownership plan and an education fund to the benefit of qualifying employees; enterprise and supplier development commitments; and an employment related condition.
Petrefuel Holdings is majority-owned by Petredec South Africa Holdings (Pty) Ltd (“Petredec SA”). Globally, the Petredec Group is active in the trade of Liquified Petroleum Gas (“LPG”); the transportation (shipping) of products in the gas tanker market; and the supply of LPG. In South Africa, the Petredec Group is active as a non-refining wholesaler and distributer of refined fuel products i.e. petrol, diesel, lubricants, illuminating paraffin and LPG. The Petredec Group also has petrol and diesel storage facilities.
Royale Energy is active as a non-refining wholesaler and marketer of refined fuel products (petrol, diesel, illuminating paraffin, lubricants and LPG) in South Africa. The target group also operates small petrol and diesel storage facilities.
Issued by:
Gillian de Gouveia, Communications Manager
On behalf of the Competition Tribunal of South Africa
Cell: +27 (0) 82 410 1195
E-Mail: GillianD@comptrib.co.za
Twitter: @comptrib
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