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Tribunal releases reasons for approving merger involving
Main Street 1878 (Pty) Ltd And Grindrod Intermodal Business, Ocean African Container Lines and Maersk Inland Business
The Tribunal has released reasons for its decision to approve the large merger whereby Safmarine (Pty) Ltd (“Safmarine”) and Grindrod Holdings South Africa (Pty) Ltd (“Grindrod Holdings South Africa”) will establish a joint venture, Main Street 1878 (Pty) Ltd (“Main Street 1878”). Main Street 1878 will then acquire:
- Maersk Inland Business (“Maersk Inland”) from APM Terminals South Africa (Pty) Ltd (“APM Terminals South Africa”), a subsidiary of Safmarine;
- Grindrod Intermodal from Grindrod South Africa (Pty) Ltd (Grindrod South Africa”), a subsidiary of Grindrod Holdings South Africa; and
- Ocean Africa Container Lines business (“Ocean Africa Container Lines”) in respect of the parts of its business which provides container feeder shipping and port terminal services from Grindrod South Africa, a subsidiary of Grindrod Holdings South Africa.
In assessing the proposed merger, the Tribunal considered written submissions by the merging parties and the Competition Commission on certain competition and public interest elements as well as remedies proposed.
Reasons
The full reasons are available on the Tribunal’s website at www.comptrib.co.za.
Competition considerations
The proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market in South Africa. In summary:
- The merged entity will not be dominant in any of the relevant markets and will face competition from other market players while customers will be able to switch between different service providers with relative ease; and
- Conditions have been imposed on the proposed merger to remedy concerns that there are potential information exchange issues that may arise, especially in relation to freight forwarding services and custom clearance services in South Africa.
Public interest considerations
The Tribunal considered various public interest-related factors. Among others:
- The proposed transaction will not have any unfavourable effect on employment in South Africa;
- On the spread of ownership, the proposed transaction will ultimately translate into an effective Broad-Based Black Economic Empowerment (“B-BBEE”) shareholding of 30.38% in Maersk Inland, an entity which did not have any B-BBEE shareholding pre-transaction; and
- The B-BBEE shareholders of Grindrod will also benefit from the projected growth of the joint venture likely to result from the proposed transaction.
The merger parties
Main Street 1878 is a newly incorporated joint venture company, established for the purpose of the proposed transaction. It is jointly controlled by Safmarine and Grindrod Holdings South Africa. Safmarine is controlled by A. P. Moller Holding A/S, through A.P. Moller-Maersk A/S, a public company incorporated in Denmark. A.P. Moller Holding Group is a transport and logistics company with worldwide activities headquartered in Copenhagen. Grindrod Holdings South Africa is controlled by Grindrod Limited, a transport and logistics company.
Maersk Inland and Grindrod are both active in the provision of container depot services, trucking services and warehousing services. Ocean Africa Container Lines is active in the provision of container feeder shipping and port terminal services.
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