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Date of release: 7 March 2019
OUTCOME OF CASES HEARD BY THE TRIBUNAL ON 6 MARCH 2019
Type of matter Parties involved Commission's Recommendation to the Tribunal Tribunal Decision
Settlement agreement Competition Commission And The Law Society of Northern Provinces Confirm the settlement agreement as an order of the Tribunal Decision pending
Large merger VKB Agri Processors and Nu-Pro Feeds Approve without conditions Approved without conditions
Large merger Dynasty Acquisition Co Inc And StandardAero Holding Corp Approve without conditions Approved without conditions
Large merger Hirt and Carter Group (Pty) Ltd And First Impression Labels (Pty) Ltd Approve without conditions Approved without conditions
Large merger Media 24 Boeke (Pty) Ltd And Nasou Via Afrika (Pty) Ltd Approve without conditions Approved without conditions

Commission and Law Society settlement – decision pending 

On Wednesday, the Commission and the Law Society of the Northern Provinces asked the Tribunal to confirm their settlement agreement as an order. After considering the settlement the Tribunal requested amendments to it, prior to making a decision.
 
The settlement is the result of a complaint referred to the Commission by a law firm in 2009. It had been alleged that the law society’s rules, guidelines and professional rulings were in contravention of the Competition Act.
 
The law society had earlier unsuccessfully applied to the Commission for an exemption in relation to its rules. The Commission had found that the rules had an adverse effect on competition and were not reasonably required to maintain professional standards or the ordinary function of the profession.
 
In its investigation, the Commission also found that the rules were too restrictive and overbroad, particularly the rules relating to professional fees, reserved work, organizational forms and multidisciplinary practices, marketing and advertising. The Commission further found that the rules constituted price fixing and market allocation, alternatively the fixing of trading conditions.
 
The law society, in its turn, subsequently admitted that the rules could be construed as contravening the Competition Act. It has since repealed the contravening rules and guidelines. The Commission has not sought a penalty in this matter.
VKB Agri Processors acquires Nu-Pro Feeds
to increase its footprint in the animal feed industry
 
The Tribunal has approved, without conditions, the merger whereby VKB Agri Processors (Pty) Ltd (VKB Agri) and Oxfordstraat Beleggings Bethlehem (Pty) Ltd (Oxfordstraat) will acquire Nu Pro Feeds and Nu-Pro Commodities.
 
The firms are selling their shareholding -- in each of Nu-Pro Feeds and Nu-Pro Commodities – to each other. VKB Agri will thus have control of Nu-Pro Feeds and Oxfordstraat will have control of Nu-Pro Commodities.
 
VKB Agri is a holding company involved in agricultural activities through its subsidiaries. It seeks to enlarge its footprint in the animal feed industry. Oxfordstraat, a holding company, controls several firms including the target firms. It is selling its control in Nu-Pro Feeds as it wishes to disinvest in fixed assets and focus on its core business in the service sector. Nu-Pro Feeds manufactures and supplies animal feed, while Nu-Pro Commodities is involved in agricultural commodities trading.
 
 
Dynasty Acquisition Co Inc acquires StandardAero Holding Corp
 
In this transaction, Dynasty Acquisition Co. Inc (Dynasty) has acquired StandardAero Holdings Corp. (StandardAero). Both are American companies.
 
Dynasty is a special purpose vehicle (with no activities) controlled by Carlyle Partners VII Cayman Holdings L.P, a fund managed by affiliates of the Carlyle Group (Carlyle).  Carlyle is involved in the provision of asset management services and manages funds that invest globally. Carlyle therefore controls numerous companies. Of relevance to this transaction is Carlyle’s interests in the provision of standalone aviation engine repair services in SA.

Locally, StandardAero provides full engine maintenance, repair and overhaul services. StandardAero offers these services to Original Equipment Manufacturers, business aviation, commercial aviation and industrial power operators, among others.
 
In considering the transaction, the Commission earlier found that the proposed transaction is unlikely to substantially prevent or lessen competition in the market for the provision of full engine maintenance, repair and overhaul (MRO) services. The transaction also raises no public interest concerns. The Tribunal has thus approved the merger without conditions.
 
 
Hirt and Carter Group acquires First Impression Labels
 
The Tribunal has approved, without conditions, the merger whereby Hirt and Carter Group (Pty) Ltd (H&C) seeks to acquire First Impression Labels (Pty) Ltd (First Impression).
 
H&C is controlled by Blackstartiso (Pty) Ltd, which is controlled by Blackstar Holdings Group (Pty) Ltd. Blackstar Holdings is ultimately controlled by Tiso Blackstar Group SE. H&C is a holding company that doesn’t operate directly in any market. Uniprint, a firm within H&C, is active in the market of labels for use by retailers and brand owners of consumer, automotive and industrial goods.
 
First Impression is controlled by a Family Trust. It produces and supplies labels for use by retailers and brand owners of consumer goods, particularly fast-moving consumer goods.
 
In considering the proposed merger, the Commission concluded that the transaction is unlikely to prevent or lessen competition in any relevant market.
 
 
Media 24 Boeke (Pty) Ltd acquires Nasou Via Afrika (Pty) Ltd
 
In this transaction, Media24 Boeke has acquired Nasou Via Afrika (NVA). The Tribunal has approved the transaction without conditions.
 
Controlled by Media24 Boeke and Biprops 6 (Pty) Ltd, NVA will now become a wholly-owned subsidiary of Media24 Boeke.

Media24 Boeke is part of the Naspers Group. Its activities involve internet platforms (focusing on commerce, communities, content, communication and games), pay television and the provision of related technologies and print media (including publishing, printing, distribution of magazines, newspapers and books).
 
NVA, through its two divisions Via Afrika and Van Schaik Publishers, publishes and supplies educational books in all South African official languages and for all subjects, for use in basic and tertiary education.
Gillian de Gouveia
Communications Officer
Tel: +27 (0) 12 394 1383
Cell: +27 (0) 82 410 1195
E-Mail: GillianD@comptrib.co.za
Twitter: @comptrib
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