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COMPETITION TRIBUNAL OF SOUTH AFRICA
Case no: LM147Dec23
In the large merger between:
RMB Ventures Eight Proprietary Limited and
Bopa Moruo Fund II Proprietary Limited
Primary Acquiring Firms
and
Icon Oncology Holdings Proprietary Limited Primary Target Firm
Panel: A Kessery (Presiding Member)
L Mncube (Tribunal Member)
A Ndoni (Tribunal Member)
Heard on: 28 February 2024
Order issued on: 28 February 2024
Reasons Issued on: 26 March 2024
REASONS FOR DECISION
Approval
[1] On 28 February 2024, the Competition Tribunal (“Tribunal”) unconditionally
approved the large merger in which RMB Ventures Eight Proprietary Limited
("RMB Ventures") and Bopa Moruo Fund II Proprietary Limited ("Bopa Moruo")
will acquire a percentage of the issued share capital of Icon Oncology Holdings
Proprietary Limited ("Icon Holdings").
[2] Post-merger, RMB Ventures and Bopa Moruo will exercise joint control over
Icon.
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Parties to the transaction and their activities
Primary acquiring firms
[3] The primary acquiring firms are RMB Ventures and Bopa Moruo, private
companies incorporated under the laws of South Africa.
[4] RMB Ventures is ultimately controlled by FirstRand Limited ("FirstRand"), a
public company listed on the Johannesburg Securities Exchange and the
Namibian Stock Exchange. FirstRand is not controlled by any firm or
shareholder. In addition to RMB Ventures, FirstRand controls a multitude of
firms.
[5] RMB Ventures controls First Care Solutions Proprietary Limited ("FCS") and
Mafika Holdings Proprietary Limited. RMB Ventures, all the firms directly and
indirectly controlling it, and all the firms directly andindirectly controlled by it, will
hereinafter collectively be referred to as the “RMBV Group”.
[6] The RMBV Group is a private equity investor that predominantly invests in
established African businesses with demonstrated track records. The nature of
the RMBV Group's involvement is essentially to provide strategic rather than
operational input, leaving it up to management to run the daily business
operations.
[7] Bopa Moruo, is directly controlled by Bopa Moruo Private Equity Fund Managers
Proprietary Limited ("Bopa Moruo Fund Managers"). Bopa Moruo Fund
Managers is not controlled by any individual or firm. Bopa Moruo is a 100%
black-owned South African mid-market private equity firm. Bopa Moruo Fund
Managers and all the firms directly and indirectly controlled by it are collectively
referred to as the "Bopa Moruo Acquiring Group".
Primary target firm
[8] Icon Holdings is a private company incorporated in South Africa and is ultimately
controlled by Oppenheimer Generations Investments Limited. Icon Holdings
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[14] Furthermore, the proposed transaction does not result in any vertical overlaps.
[15] On this basis, we are of the view that the proposed transaction is unlikely to
substantially lessen or prevent competition in any market in South Africa.
Public interest assessment
Employment
[16] The merging parties submitted that the proposed transaction will not result in
any merger-specific retrenchments or job losses or have any other negative
impact on employment.
[17] We are of the view that the proposed transaction is unlikely to raise employment
concerns.
Spread of ownership
[18] Pre-merger, Bopa Moruo Group is 100% owned by historically disadvantaged
persons (“HDP”), RMB Ventures is 30.82% HDP owned and FirstRand is
28.96% HDP owned.
[19] Pre-merger, the Target Group has HDP ownership (excluding the HDP
shareholding by transient doctors) and HDP ownership (including the
HDP shareholding by transient doctors). Post-implementation of the proposed
transaction, it is estimated that the Target Group will be HDP owned
(excluding the HDP shareholding by transient doctors) and HDP owned
(including the HDP shareholding by transient doctors).
[20] Accordingly, the proposed transaction will have a positive effect on the
promotion of a greater spread of ownership by HDPs.
[21] The proposed transaction raised no other public interest concerns.