|
Merger involving agricultural products and fuel retail approved with conditions to promote greater spread of ownership among HDIs and to address information exchange concerns
The Tribunal has approved, subject to conditions, the merger whereby Trade Retail HoldCo and AgriFin HoldCo (the acquiring firms) will acquire control over the trade retail, fuel and financial services businesses of BKB Limited (“BKB”) and VKB Landbou (Pty) Ltd (“VKB”) (the target businesses).
The acquiring firms are newly incorporated private companies established by BKB and VKB for the purpose of the proposed transaction. The target businesses are active in (i) the retail trade of agricultural products, (ii) the retail trade of fuel, and (iii) the provision of financial services in the agricultural sector.
Transformation initiative condition
The Tribunal imposed a condition that involves the implementation of a transformation initiative whereby a certain percentage of shares will be held by historically disadvantaged individuals (HDIs). This involves a commitment by BKB to restructure BKB Fuel Retail SubCo so that no less than 25% of its shares are held, directly or indirectly, by one or more HDI shareholders. BKB is required to implement this transformation initiative within 24 months of the merger implementation date.
Information sharing conditions
The imposed conditions aimed at preventing post transaction information sharing include the following:
For as long as BKB and VKB can appoint or nominate individuals to the board of directors of the acquiring firms they shall ensure that their nominees who are also employed by or serve on, or are nominated and/or appointed on any board or management committees of the holding companies and/or affiliate companies of BKB and VKB that are active in grain and oilseed storage and trading activities are not directly involved in the day-to day management of the grain and oilseed storage and trading activities (as defined in the conditions).
Furthermore, no competitively sensitive information in relation to the grain and oilseed storage and trading activities shall be discussed, disclosed nor shared in any form or means by the boards of directors of the acquiring firms.
|
