Merger Alert: Outcome of mergers decided by the Tribunal

Subject to conditions relating to the establishment of an employee share ownership plan, the Tribunal has conditionally approved the proposed merger whereby Auto Industrial Investment Holdings (Pty) Ltd (“AIIH”) intends to acquire Auto Industrial Group (Pty) Ltd (“AIG”).

AIIH is a newly incorporated entity established for the proposed transaction and has no operations. AIG is a provider of machining and assembly, ductile and grey iron castings and hot steel forgings of various automotive components. Its product portfolio includes a broad range of chassis and brake products.

The Tribunal has conditionally approved the proposed international transaction in terms of which Komatsu Mining Corp. (“KMC”) intends to acquire GHH Group GmbH (“GHH”). Following the implementation of the proposed merger, KMC will exercise sole control over GHH.

The Tribunal has approved the transaction with conditions that relate to training and development as well as employment creation.

KMC is incorporated in accordance with the laws of the United States of America. Its ultimate parent company is K.K Komatsu Seisakusho (“Komatsu”), a public company listed on the Tokyo Stock Exchange. Komatsu is headquartered in Japan with business operations in various countries. It is a global manufacturer of construction, mining and forestry equipment as well as diesel engines and industrial machinery.

GHH, a German company, develops and manufactures vehicles for underground hard and soft rock mining applications as well as for tunnelling. Aftermarket support and services are also offered in respect of the products supplied by GHH in South Africa.

The Tribunal has conditionally approved the merger whereby Leif 853 (Pty) Ltd (“Leif 853”) intends to acquire the entire issued share capital of Zimco Group (Pty) Ltd (“Zimco”). Post-merger, Leif 853 will control Zimco.

The conditions imposed on the merger include a two-year moratorium on retrenchments; commitments by the merged entity to honour various existing supply agreements; as well as other investment commitments.

Leif 853 was established for the purposes of fulfilling the proposed transaction. The acquiring group is active in various industries and the business activities of one of the companies in the corporate group, AutoX (Pty) Ltd, are relevant in the context of the proposed transaction. AutoX is a manufacturer and distributor of automotive lead acid batteries.

The target group is active in the manufacturing of secondary lead alloy and uses scrap batteries to produce secondary lead alloy.