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Date of release: 13 September 2019
Type of matter Parties involved Commission's recommendation to the Tribunal Tribunal decision
Small merger Joyson KSS Holdings No.2 SARL and Joyson KSS Auto Safety SA, subsidiaries of Ningbo Joyson And Takata Corporation Approve with conditions Approved with conditions
Settlement agreement Competition Commission and Power Construction (West Cape) (Pty) Ltd and Power Construction (Pty) Ltd Confirm settlement agreement Confirmed as an order
Large merger CPG In Store (Pty) Ltd and The Merchandising Business of the Consumer Packaged Goods Division of Imperial Logistics South Africa Group (Pty) Ltd Approve with conditions Approved with conditions
Large merger OCI Fertilizers Exports Holding Limited And OCI MENA Ruwais Fertilizer Industries Limited Approve without conditions Approved without conditions
Large merger Kagiso Media Investments (Pty) Ltd And Mediamark (Pty) Ltd Approve without conditions Approved without conditions
Tribunal approves Joyson Takata merger, subject to employment conditions
Some 181 employees of Takata SA -- who do not hold a tertiary qualification and/or who earn a gross monthly salary of R30-thousand or less – may not be retrenched as a result of a merger whereby Joyson KSS Holdings No.2 SARL and Joyson KSS Auto Safety SA, subsidiaries of Ningbo Joyson seek to acquire the Takata Corporation.
Takata is in the final stages of a global restructuring process in the wake of a series of lawsuits and recalls by several vehicle manufacturers equipped with Takata airbag inflators.
Takata operates in South Africa through Takata SA which makes and supplies steering wheels, airbags and seatbelts. Takata SA has a factory in Durban. Globally, the merging parties manufacture and sell airbags, seatbelts and steering wheels.
In South Africa, the exit of Takata would lead to the closure of Takata SA and would, as submitted by the merging parties, have an effect on employment. All employees of Takata SA would be at risk of retrenchment upon the closure of Takata SA.
The Tribunal has approved the merger on condition that the merging parties shall not retrench any of the “protected employees” as a result of the merger for a period of two years.
The small merger was approved with conditions by the Commission in March 2018, but the merging parties approached the Tribunal, seeking an order approving the transaction subject to conditions proposed by them, rather than those imposed by the Commission.
The companies sought to amend the conditions relating to the establishment of an Escrow Fund. They did not seek any amendment to the conditions addressing any of the public interest concerns arising as a result of the merger.
In 2012, the Commission launched an investigation against Takata and Takata SA in relation to alleged cartel activity.
On 13 March 2018, the Commission approved the merger between Joyson and Takata, subject to conditions, including the condition that Takata set up an Escrow Fund to cover any fine that may be imposed on Takata or Takata SA, as a result of the Commission’s investigation and referral.
Between March and June 2018, the Commission referred 21 separate complaints to the Tribunal against, among others, Takata and Takata SA.
In its order and reasons, the Tribunal said: “The Commission could not show why the merger was a tool to avoid liability of an administrative penalty on the part of Takata. Further, the Commission has not shown that the merger would make it impossible to recover an administrative penalty. The Commission ignores the fact that the Escrow Fund is there for them to pursue a penalty and that but for the merger, they could be faced with the prospect of Takata exiting the market and not being able to recover an administrative penalty in any event. In light of the above, we conclude that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market or raise any adverse public interest issues.”
A full copy of the Tribunal’s order and reasons will be made available on the Tribunal website in due course.
Tribunal approves settlement between Commission, construction companies
The Tribunal has approved a settlement agreement between the Commission and Power Construction West Cape (Pty) Ltd (Power West Cape) in which the construction firm admits to a once-off bid rigging contravention involving a Sanral tender.
The settlement agreement entails the admission to conduct undertaken by Power West Cape but a penalty (amounting to R3 069 887.43) which will be paid for by Power Construction (Pty) Ltd, which had acquired Power West Cape’s business in 2007 in terms of an internal restructuring.  
Earlier this year, the Tribunal dismissed an application by the Commission to extend the scope of its complaint referral, such that Power Construction would be cited as having contravened the Competition Act by engaging in collusive conduct. 
Power West Cape is currently dormant without significant assets. It and Power Construction have agreed that Power Construction will pay the administrative penalty on behalf of Power West Cape.
Merger approved with conditions limiting retrenchments and ensuring establishment of re-skilling fund
The Tribunal has conditionally approved the proposed transaction whereby CPG In Store (Pty) Ltd seeks to acquire the merchandising business of the Consumer Packaged Goods Division of Imperial Logistics South Africa Group (Pty) Ltd.
CPG is a wholly owned subsidiary of Pack n Stack Investment Holdings (Pty) Ltd. It is a newly incorporated entity which will take over the day-to-day operations of the merchandising business.
The merchandising business is owned and controlled by Imperial Logistics, which seeks to exit the consumer-packaged goods division due to financial distress. Imperial Logistics has made submissions that the merchandising business, absent the merger, will be closed and retrenchment processes will be undertaken. The Commission, in its analysis, submits that the merchandising business is a failing firm.
The Commission has noted that a specific number of employees will be retrenched as a result of the merger, owing to job duplications. In terms of the conditions, CPG In Store will ensure that the number of merger related retrenchments will not exceed the specified number. The number is confidential.
In addition, Imperial Logistics (the seller) commits to allocating a specified amount of money to a re-skilling fund for affected employees and/or to contribute to the future educational needs of their children.
Among other conditions, Pack n Stack will use reasonable endeavours to give preference to retrenched employees in relation to vacancies.
Tribunal approves fertilizer merger
The Tribunal has approved the merger, without conditions, whereby OCI Fertilizers Exports Holdings Limited (Newco) seeks to acquire OCI MENA & Ruwais Fertilizer Industries Limited.
Newco is a special purpose vehicle and is incorporated in accordance with the company laws of the United Arab Emirates. Subsequent to the implementation of the proposed transaction, Newco will be jointly controlled by OCI NV (OCI) and Abu Dhabi National Oil Company (ADNOC).
OCI is a holding company and is not controlled by any firm or shareholder. ADNOC is controlled by the Government of the Emirate of Abu Dhabi. 
OCI’s activities in South Africa are limited to the sale of melamine, calcium ammonium nitrate and ammonium sulphate used in the production of fertilizer. ADNOC’s activities in South Africa are limited to the sale of crude oil, sulphur, polyethylene, urea and polypropylene.
The Target Group is involved in the production and distribution of fertilizer products.
Tribunal approves merger involving Kagiso Media and Mediamark
The Tribunal has approved the merger whereby Kagiso Media Investments (Pty) Ltd seeks to acquire Mediamark (Pty) Ltd. The transaction has been approved without conditions.

This is a merger in the media and broadcasting industry in which Kagiso Media Investment intends to acquire the remaining shares in Mediamark. The merger presents no competition or public interest concerns.
A prior transaction took place in 2011 that was not notified by the parties to the Commission until 14 August 2019. The Commission assessed the 2011 transaction and found no competition or public interest concerns.
Gillian de Gouveia
Communications Officer
Tel: +27 (0) 12 394 1383
Cell: +27 (0) 82 410 1195
Twitter: @comptrib
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