Merger Alert: outcome of mergers decided by the Tribunal - 21 December 2023
| Type of matter | Parties involved | Tribunal Decision |
| Large merger | The Compensation Fund And Rand Mutual Holdings Limited | Approved without conditions |
| Large merger | K2023647843 (South Africa) (Pty) Ltd And Mayfair Gearbox Holding Company (Pty) Ltd | Approved without conditions |
| Large merger | Ideas Infrastructure II GP (Pty) Ltd And Aurora Rietvlei Solar Power (RF) (Pty) Ltd (Aurora) and Vredendal Solar Power Park (RF) (Pty) Ltd | Approved without conditions |
| Large merger | Hatfield Holdings (Pty) Ltd and Hatfield Property Holdings (Pty) Ltd And Haval dealership business and the property on which Haval dealership operates | Approved without conditions |
| Large merger | FPG Holdings (Pty) Ltd And Pick n Pay Retailers (Pty) Ltd in respect of the rental enterprises known as Plattekloof Shopping Centre and Table View Shopping Centre | Approved without conditions |
| Large merger | TotalEnergies Marketing South Africa (Pty) Ltd And Totalgaz Southern Africa (Pty) Ltd | Approved without conditions |
The Compensation Fund And Rand Mutual Holdings Ltd
The Competition Tribunal (“Tribunal”) has unconditionally approved the proposed merger whereby the Compensation Fund (“CF”), duly represented by the Public Investment Corporation SOC Limited (“PIC”), intends to acquire shares in Rand Mutual Holdings Limited (“RMH”).
The CF, a public entity under the Department of Employment and Labour, provides compensation for disability caused by occupational injuries or diseases sustained or contracted by employees in the course of their employment, or for death resulting from such injuries or diseases. The PIC acts in its representative capacity as the fund manager to the CF. The PIC is controlled by the South African Government and acts as an asset management and investment company for various entities including the CF.
RMH has numerous subsidiaries which conduct in-house functions to support its main business related to life insurance such as administrative services, IT and technology services, property holdings companies and rehabilitation and wound care facilities. Of relevance to the proposed transaction are the business activities of Rand Mutual Life Assurance Company Ltd which operates as an insurance company which underwrites assistance, disability, health, and life insurance products.
K2023647843 (South Africa) (Pty) Ltd And Mayfair Gearbox Holding Company (Pty) Ltd
The Tribunal has unconditionally approved the proposed merger whereby K2023647843 (South Africa) (Pty) Ltd (“SPE BidCo”) intends to acquire shares in Mayfair Gearbox Holdings Company (Pty) Ltd’s (“Mayfair”).
SPE BidCo is an investment holding company.
Mayfair Group remanufactures and repairs gearboxes.
Ideas Infrastructure II GP (Pty) Ltd And Aurora Rietvlei Solar Power (RF) (Pty) Ltd (Aurora) and Vredendal Solar Power Park (RF) (Pty) Ltd
The Tribunal has unconditionally approved the proposed merger in terms of which IDEAS Infrastructure II GP Proprietary Limited (“IDEAS Fund”) will increase its shareholding in Aurora-Rietvlei Solar Power (RF) (Pty) Ltd (“Aurora”) and Vredendal Solar Power Park (Pty) Ltd (“Vredendal”).
The IDEAS Fund is a private equity infrastructure fund which is invested in a diversified portfolio of infrastructure and related assets. The IDEAS Fund directly and indirectly controls numerous firms that operate in the renewable energy sector in South Africa.
Aurora and Vredendal are solar PV renewable energy independent power producers (“IPPs”).
Hatfield Holdings (Pty) Ltd and Hatfield Property Holdings (Pty) Ltd And Haval dealership business and the property on which Haval dealership operates
The Tribunal has unconditionally approved the proposed merger whereby Hatfield Holdings (Pty) Ltd (“Hatfield Holdings”) intends to acquire the Hatfield Haval dealership business (“target dealership”). As part of the proposed transaction, Hatfield Property Holdings (Pty) Ltd (“Hatfield Property”) intends to acquire the property on which the target dealership operates (“target property”).
The acquiring group is the holding company of a car dealership group which owns dealerships
in Gauteng and Kwa-Zulu Natal retailing various brands. The acquiring group sells passenger vehicles (“PVs”), light and medium commercial vehicles ("LCV" and "MCV", respectively) as well as heavy commercial vehicles ("HCV"). The acquiring group also sells used vehicles; after-sales services and after-sales branded Original Equipment Manufacturer (“OEM”) parts and accessories.
The target dealership is a Haval motor vehicle dealership located in Hatfield, in Pretoria, which sells new and used Haval PVs and LCVs. The target property is the premises from which the target dealership operates.
FPG Holdings (Pty) Ltd And Pick n Pay Retailers (Pty) Ltd in respect of the rental enterprises known as Plattekloof Shopping Centre and Table View Shopping Centre
The Tribunal has unconditionally approved the proposed merger whereby FPG Holdings (Pty) Ltd (“FPG Holdings”) intends to acquire the rental enterprises known as Plattekloof Shopping Centre and Table View Shopping Centre (collectively referred to as the ‘target properties’) from Pick n Pay Retailers (Pty) Ltd (“Pick n Pay”).
FPG Holdings is a private property fund which is involved in the purchasing, investing and construction of commercial and residential property in South Africa. The target firm is Pick n Pay as it is disposing of the target properties to FPG Holdings.
TotalEnergies Marketing South Africa (Pty) Ltd And Totalgaz Southern Africa (Pty) Ltd
The Tribunal has unconditionally approved the proposed merger whereby TotalEnergies Marketing South Africa (Pty) Ltd (“TMSA”) intends to acquire TotalGaz Southern Africa (Pty) Ltd (“TotalGaz”). The proposed transaction is an internal restructuring which contemplates TotalGaz being acquired by TMSA.
Within the acquiring group, the TotalEnergies companies operate as a global, integrated energy producer and provider.
TotalGaz is involved in the wholesale and resale of liquefied petroleum gas (“LPG”), and related services in South Africa Lesotho and Botswana.
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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