The Tribunal has approved, without conditions, the large merger between Maitlantic 10 (Pty) Ltd (“Maitlantic”) and Emira Property Fund Ltd (“Emira”). Maitlantic made a mandatory offer to acquire all the remaining shares which it currently does not own in Emira.
 
Following its assessment of the merger, the Tribunal has concluded that the transaction is unlikely to substantially prevent or lessen competition in any relevant market in South Africa due to low market shares and low market accretion across markets, and the fact that the parties will continue to face competition post-merger.
 
In addition, the transaction does not raise any public interest concerns. It will neither raise negative employment effects as it will not lead to job losses, nor will it substantially undermine the promotion of the spread of ownership by historically disadvantaged persons as the registered broad-based black economic empowerment (“B-BBEE”) shareholders of the target group will retain their shares.
 
The acquiring group is a property holding company whose property portfolio comprises retail, office, industrial and residential properties throughout South Africa.
 
Emira is a real estate investment trust that is listed on the JSE. It currently comprises two registered B-BBEE shareholders. The target group has invested in a diversified portfolio of commercial and retail assets in major metropolitan areas. It also has interest in a rural property portfolio through its stake in a joint venture entity.

McCarthy (Pty) Ltd (“McCarthy”) will acquire full ownership of Melrose Motor Investments (Pty) Ltd (“MMI”), following the unconditional approval of the large merger by the Tribunal. Once the transaction is implemented, McCarthy will exercise sole control over MMI.
 
McCarthy is wholly owned by Bidvest Group Limited (“Bidvest”), a public company listed on the Johannesburg Stock Exchange. No single shareholder directly or indirectly controls Bidvest. McCarthy is involved in the sale of new and used passenger and commercial vehicles through its various motor dealerships located throughout South Africa. It also provides services such as vehicle servicing, repairs and parts sales in addition to acting as an intermediary in the provision of finance and insurance support services to its customers. McCarthy also operates a vehicle auctioneering business.
 
MMI is involved in the business of automotive retailing, specialising in the sale of new and used passenger and light commercial vehicles through its dealership located in Melrose, Johannesburg (Melrose Nissan). In particular, MMI supplies: (i) the sale of new Nissan and Datsun passenger vehicles; (ii) the sale of light commercial vehicles; (iii) the sale of used vehicles (across various manufacturers); (iv) the provision of after-sale services (i.e., servicing and repairs); and (v) the sale of after-sale parts and accessories. MMI further acts as an intermediary in the provision of finance and insurance support services to its customers.
 
After assessing the proposed transaction, the Tribunal concluded that the merger is unlikely to substantially prevent or lessen competition in any market in South Africa due to low market shares and the fact that the parties will continue to face competition post-merger. In addition, the merger does not raise any public interest concerns.

The Tribunal has approved, without any conditions, the large merger between the Government Employees Pension Fund (“GEPF”), represented by the Public Investment Corporation SOC Limited (“PIC”), and InvestCo (Pty) Ltd (“InvestCo”).
 
This transaction involves a restructuring through which Thebe Investment Corporation (Pty) Ltd (“Thebe”) will transfer its food, agro-processing and services portfolio (the “food, agro and services business”) to InvestCo. Post-merger, the GEPF will acquire joint control of InvestCo.
 
The GEPF is a pension fund that manages and administers pensions and other benefits for government employees in South Africa. It is not controlled by any firm. The PIC, on behalf of the GEPF, invests in various classes of assets including equities, property and fixed income. The GEPF holds various interests in firms that are active in the food, agro and services sector (i.e. catering, fresh produce and cleaning), amongst others.
 
Thebe controls several firms. InvestCo is Thebe’s wholly owned special purpose vehicle created for the purposes of the transaction. InvestCo comprises entities that are active in the food, agro and services sector.
 
After considering submissions by the merger parties and the Commission, the Tribunal has concluded that the merger is unlikely to substantially prevent or lessen competition in any market in South Africa, given that the merger is unlikely to significantly alter the structure of any market. Furthermore, the transaction does not raise any public interest concerns. The Tribunal has, therefore, approved the merger unconditionally.