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Date of release: 1 July 2021
Type of matter Parties involved Commission's recommendation to the Tribunal Tribunal decision
Large merger FFS Refiners (Pty) Ltd And OTGC Terminals (Pty) Lt Approve with conditions Approved with conditions
Large merger Texmex 57 Proprietary Limited And Bidvest Car Rental Proprietary Limited Approve with conditions Approved with conditions
FFS Refiners (Pty) Ltd And OTGC Terminals (Pty) Ltd
The Tribunal has, subject to employment-related conditions, approved the merger whereby FFS Refiners (Pty) Ltd (“FFS”) will increase its shareholding in OTGC Terminals (Pty) Ltd (“OTGC”). Post-merger, OTGC will be FFS’s wholly owned subsidiary.
Though the merger parties store non-substitutable bulk liquids, they both operate bulk storage tank facilities and employ individuals in that regard. To remedy concerns that the merger may result in job duplications, the transaction has been approved subject to a two-year moratorium on merger-specific retrenchments. Furthermore, should any vacancies arise, the merger parties have undertaken to prioritise any retrenched employees in the recruitment process. The merger does not raise any other public interest or competition concerns.
The acquiring group, through its subsidiaries, supplies industrial heating fuels in South Africa. These fuels include lubricating oils (for vehicles and machinery), marine fuel (used to power marine engines / vessels), low sulphur oil, light oils (used to generate heat or power for industrial purposes), fit for purpose fuel oils (specifically manufactured to meet a customer's requirements) and the wood preservative creosote (used to treat timber and provide protection against termite and fungal attack). Through FFS the acquiring group markets, supplies and stores products for various uses including glass and brick making, steam raising in boilers, billet re-heating and sand and stone drying, among others.
Of relevance to this transaction is the acquiring group’s storage tank activities in Cape Town and Durban. The acquiring group imports most of the industrial heating fuels it supplies and stores them at its bulk liquid storage tank terminal at the Cape Town port. Its depots in Durban store the lubricating oils and industrial heating fuels which it processes for its own use.
The target firm is an independent bulk liquid storage provider for high flashpoint, non-hazardous products including molasses, vegetable oils and chemicals. It has liquid bulk terminals in Durban and Cape Town which are made available to third party customers.
Texmex 57 Proprietary Limited And
Bidvest Car Rental Proprietary Limited
The Tribunal has conditionally approved the large merger wherein Texmex 57 (Pty) Ltd (“NewCo”) will acquire the entire issued share capital of Bidvest Car Rental (Pty) Ltd (“BCR”) and all shareholder loan claims against BCR. Post-merger, NewCo will own and control BCR.
The Tribunal concluded that the transaction is unlikely to substantially prevent or lessen competition or result in a negative impact on employment or any other public interest aspects. However, pre-merger, BCR retrenched a number of employees due to operational requirements. Given the retrenchments and reliance on its projections of an upturn in the economy, the Department of Trade, Industry and Competition proposed that the merger parties should give a commitment that when suitable employment becomes available, priority will be given to the affected employees for a 24-month period following the merger’s implementation. The merger parties agreed.
Newco is a recently acquired firm and does not currently conduct any activities. BCR is a wholly owned subsidiary of The Bidvest Group Ltd (Bidvest). BCR provides short-term vehicle rental services; van and truck rental services; door-to-door transfer services; a chauffeur drive service; and coach charter services. BCR also has limited involvement in the provision of long-term vehicle leasing solutions which entails acquiring and leasing vehicles to corporate customers that have a need for fleet solutions.
Issued by:

Gillian de Gouveia, Communications Officer
On behalf of the Competition Tribunal of South Africa
Cell: +27 (0) 82 410 1195
Twitter: @comptrib
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