The Tribunal has approved the large merger, without conditions, whereby Zephyr German BidCo GmbH (“Zephyr”) will acquire Flender GmbH (“Flender”) from Siemens Aktiengesellschaft (“Siemens AG”).
 
The acquisition is an international transaction notified in South Africa by virtue of the merger parties’ activities in South Africa. The transaction has also been notified in China, the United States of America (“USA”), Morocco, Europe and Turkey. The transaction has been unconditionally approved in the United States of America, Europe and Turkey.
 
The Tribunal has found that the transaction is unlikely to substantially prevent or lessen competition in any relevant market in South Africa. In addition, the merger does not raise any public interest concerns.
 
Merger parties
 
Zephyr is a newly incorporated acquisition vehicle (incorporated in Germany) and therefore does not conduct any business activities. It is indirectly controlled by Carlyle Europe Partners V, a fund managed by affiliates of the Carlyle Group Inc. (“Carlyle”).
 
Carlyle, a publicly traded limited partnership listed on the NASDAQ Stock Exchange, is an American-based global asset management firm that specialises in private equity investments. It is not controlled by any shareholder or entity. Carlyle invests in industries in various countries including South Africa. These industries include transportation, consumer and retail, financial services, energy and power, real estate, infrastructure and healthcare, among others.
 
The target firm, Flender, is a private, German company being sold by German company, Siemens AG. Siemens AG globally supplies mechanical and electrical drive systems. The business operations of Flender are divided into two main business areas: the wind business division, which develops, manufactures and supplies components for wind turbines, and the industrial business division which develops, manufactures and supplies mechanical components. Flender offers a variety of gear units, couplings and generators, and associated services, with a focus on key industries such as wind power, cement, mining, oil and gas, power generation, water and wastewater, marine, conveyor and crane technology.
 
Flender has business operations in over 20 countries with production and assembly facilities in Germany, China, Serbia, France, India and the USA. Flender has subsidiaries in Europe, the USA, South America, Asia and Africa. In South Africa, it operates through Flender (Pty) Ltd, located in Isando, Kempton Park. It is active in the supply of industrial gears and coupling products to mining, cement, wastewater treatment and energy sectors. The local operations comprise warehousing, assembly and service workshops to enable support to local customer requirements.