1IN THE COMPETITION TRIBUNAL OF SOUTH AFRICA
HELD AT PRETORIA
CASE NO: 55/LM/Sep01
In the matter between:
Unilever Plc
Unifoods, a division of Unilever South Africa (Pty) Ltd
Hudson & Knight, a division of Unilever South Africa (Pty) Ltd
Robertsons Foods (Pty) Ltd
Robertsons Food Service (Pty) Ltd The merging parties
and
The Competition Commission of South Africa The Commission
and
CEPPWAWU
FAWU
NUFBWSAW The Unions
_____________________________________________________________
REASONS FOR DECISION
_____________________________________________________________
Approval
1. We approved with conditions the merger between Unilever Plc; Unifoods, a
division of Unilever South Africa (Pty) Ltd; Hudson & Knight, a division of
Unilever South Africa (Pty) Ltd; Robertsons Foods (Pty) Ltd; and Food Service
(Pty) Limited. Certain of the conditions for the approval have been kept
confidential to the merging parties and the Commission in order to preserve the
value of the assets to be divested. The nonconfidential conditions of approval are
annexed hereto marked “A”. Below we give the reasons for our decision.
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The Transaction
2. This merger came about as a result of an acquisition by Unilever PLC and
Unilever N.V. of the entire business of Bestfoods worldwide. The acquisition
necessitated a worldwide restructuring of the businesses of Bestfoods and
Unilever.
3. The transaction was relevant to South Africa in so far as a South African
company, Robertsons Holdings (Pty) Limited (Robertsons), which is part of the
Remgro group of companies, is, together with a Bestfoods’ subsidiary, Bestfoods
Europe Group Limited (Bestfoods Europe), involved in a joint venture company
called Bestfoods Robertsons Holdings Limited LLC. The United States registered
joint venture company has two subsidiaries in South Africa, namely Robertsons
Foods (Pty) limited and Robertsons Food Service (Pty) Limited. In terms of the
joint venture agreement, Bestfoods licenses its products to Robertsons Foods to
manufacture, distribute, market and sell in South Africa. Bestfoods licenses
knowhow and technology to Robertsons Foods and does not import products into
South Africa.
4. The parties to this transaction have agreed to form a new joint venture company
in South Africa combining the food business of Unilever SA and those of the
Bestfoods and Robertsons joint venture company. The new joint venture
company, to be called Unilever Bestfoods Robertsons, will include Unifoods and
Hudson & Knight from Unilever SA, and Robertsons Foods (Pty) Ltd and Food
Service (Pty) Limited from Robertsons’ Holdings. Unilever plc will have
management control of Bestfoods Robertsons.
The Relevant Market
A. THE PARTIES’ MARKET DEFINITION
5. The merging parties’ core business is the production and sale of processed food to
the retail food sector and the professional food sector. According to the merging
parties, even though they trade in the same markets, they target different classes
parties, even though they trade in the same markets, they target different classes
of consumers. Robertsons’ position is strong among the lower income consumers
whilst Unifoods’ strength lies in the middle to higher income consumers.
6. The merging parties, relying on a number of reports and studies that they
commissioned, recognize four broad relevant markets for purposes of this
transaction. These are the markets for the production and sale of cooking
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ingredients, sauces, ready meals and flavoured spreads.
Cooking ingredients
7. These are products used by consumers to enhance the taste of the food by adding
flavour, aroma, colour and texture to food. Cooking ingredients may be divided
into flavour enhancers and meal makers. Examples of flavour enhancers are
products like salt and pepper, herbs and spices, curry, meat and vegetable stock
etc. The meal makers are products such as tomato and onion mixes, soya mince,
whole peeled potatoes, tomato based pastes and purees and coatings.
Sauces
8. Sauces are thickened flavoured liquids used in the preparation or serving of a
meal in order to enhance its taste, for example, tomato sauce, chutney,
mayonnaise pasta and creambased sauces, gravy and salad dressing.
Ready Meals
9. This refers to convenience food products that the consumer can prepare in a very
short time. Generally, preparation consists of warming up, mixing or simply
serving as is. No recipe skills are required to prepare the meals, all the ingredients
are already included in the meal or there will be precise instructions on what to
add and how to prepare the meal. Ready meals may be divided into family meals
and personal meals/snacks. meals are those meals packaged in larger sizes for 34
servings and aimed at formal meal occasions such as lunch or dinner. Personal
meals are packaged for one person, are not designed for formal meals and may be
consumed at anytime, for example, ready to eat snacks. According to the merging
parties instant soup, as opposed to powdered soup mixes also falls into this
market.
Flavoured Spreads
10. Flavoured spreads include all those products used by consumers principally to
enhance taste of bread and biscuits, for example jam, peanut butter, dairy, honey
and syrup, fish and meat spreads.
B. THE COMMISSION’S MARKET DEFINTION
and syrup, fish and meat spreads.
B. THE COMMISSION’S MARKET DEFINTION
11. The Commission disagrees with the parties’ market definition. In the
Commission’s opinion, the merging parties have defined the market too widely.
In its report the Commission criticizes the various reports and studies relied upon
by the merging parties for their market definition. The Commission seeks to
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demonstrate that the said reports and studies do not support the market definitions
proposed by the parties. It points out perceived inconsistencies and omissions
amongst the documents filed by the parties in support of their market definition.
The efficiencies that the merging parties claim will result from the merger are also
disputed by the Commission. In addition, the Commission casts doubts upon the
objectivity of the studies and the reports.
12. According to the Commission, the appropriate method of defining the market for purposes of this
transaction is to use the product classifications adopted by AC Nielsen, a firm that collects product
data in the food sector. The Commission adopted the food classifications used by AC Nielsen in
collecting data for its clients as the correct market definition. The Commission points out that this
is the market definition adopted by the parties’ international counterparts in their notification of
the worldwide merger to the European Commission.
13. Through its Retail Measurement Services, ACNielsen captures information on
product movement, market share, distribution, price and other market sensitive
data using instore scanning of product codes in the retail sector and store visits
by auditors. These data are compiled by classifying products into very basic
Product Definitions e.g. jams, fresh milk, yoghurt etc., and market shares are
calculated by the amount each brand sells through the retail sector.
14. AC Nielsen identifies over 27 food product classifications. The Commission
found overlaps between the merging parties’ products in 10 (ten) markets. Below
is a table reflecting the parties products and market shares in the various markets
identified by the Commission:
RELEVANT
MARKET
UNIFOODS ROBERTSONS
Products Market
share
Products Market
share
Post
Merger
Packet soup Royco Soup 29,4% Knorr Soup 48,1% 77,5%
Soya mince Royco
share
Post
Merger
Packet soup Royco Soup 29,4% Knorr Soup 48,1% 77,5%
Soya mince Royco
vitamince
1,7% Knorr soya mince
and
Knorr
nyamanyama
31,3% 33,0%
Sishebo mixes Royco Shebo
omix
11,6% Robertsons
Jikelele stew mix
83,8 % 95,4%
Salad Dressing Royco Salad
Dressing
14,4% Knorr Salad
Dressing
55,4% 69,8%
Recipe mixes Royco 48,2% Knorr 18,0% 66,2%
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Royco potato
bake and
Royco potato
wedges
Dry marinades Royco Instant
Marinade
35,3% Knorr Marinades
and Meat Mate
Marinade
64,5% 99,8%
Pouroversauces Royco
Royco sauce
sensations
47,8% Knorr stir & Serve
Knorr sauce
combinations
34,4% 82,2%
Dry pasta sauces Royco instant
pasta sauce
49,3% Knorr instant sauce
and
Knorr pastamia
32,7% 82,0%
Instant soups Royco cupa
soup and
Royco cupa
snack
67,4% Knorr quick soup
and
Knorr Oodles of
Noodles
21,4% 88,8%
Black Spreads Oxo spread 10,0% Marmite and
Bovril
89,5% 99,5%
15. With the exception of the market for the production and sale of soya mince, the
combined market shares of the parties in the other 9 markets identified by the
Commission are extremely high, ranging from 69,8% to 99,5%. Using the HHI
index, the Commission found that there is a very high level of concentration
within the markets identified in its report. The Commission argued the high
market shares and concentration levels resulting from the merger are likely to lead
to a lessening of competition in the identified markets.
16. In addition, the Commission found that:
a. there were significant barriers to entry in the identified markets;
b. the transaction would result in the removal of an effective
competitor; and
c. it is not clear that the parties’ customers would possess sufficient
countervailing power to prevent the exercise of market power on
the part of the merged entity;
d. claimed efficiencies are not convincingly substantiated, and in
any event would not outweigh the anticompetitive effects of the
merger.
17. Based on the above analysis, the Commission concluded that the merger would
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lead to a substantial lessening or prevention of competition. It recommended that
we approve the merger subject to the following conditions:
• “Unifoods divests of the whole product portfolio currently marketed under
the Royco and Oxo brands, including the subbrands
• The divestiture to be to a viable third party, approved by the Commission
• The divestiture to take place within [confidential] months and prior to
implementation.”
18. Provision was also made for the monitoring by the Commission of the compliance
with the proposed divestiture conditions.
19. Without conceding that the Commission’s market definition and analysis is
appropriate, the merging parties made several offers to the Commission to divest
and outlicense some of their subbrands in the markets identified by the
Commission as problematic. These proposals were not acceptable to the
Commission. The Commission wanted the parties to divest the whole of the
Royco and Oxo brands, together with any subbrands. An agreement could not be
reached. The Commission did not feel that the parties’ proposed remedies
sufficiently addressed all its concerns. On the other hand, the parties viewed the
Commission’s market definition as too narrow. They also argue that the
Commission’s proposed remedies go beyond addressing the concerns raised by it.
20. Subsequent to the referral, the Commission and the merging parties reached
agreement on the appropriate remedy for the concerns raised by the Commission.
On our request, this agreement was filed as a draft order.
21. In terms of the draft order submitted the merging parties would dispose of all
products sold and marketed under the Royco and Oxo brands, including any sub
brands. With regard to the sale of the Royco brand, and subject to certain
confidential provisions, the following products would be excluded from the
divestiture:
• the sub brand CupaSoup including :”Lite” and “Thick and Creamy”,
• the subbrand CupaSnack;
• the subbrand Mates including “Chicken Mate”, “Mince Mate” and “Tuna
Mate”, and
• the subbrand Pasta and Sauce including “Macaroni and Cheese”.
22. At the hearing, the merging parties reiterated their belief that the Commission’s
market definition is too narrow and its proposed remedies excessively broad. The
parties did not, in other words, concede the Commission’s market definition. They
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argued that the AC Nielsen product classification was not an appropriate
classification for purposes of identifying a market for competition purposes. In
the parties’ opinion, the Nielsen classification is the narrowest possible
classification of products and does not take into account the substitutability of use
by consumers that occurs across the product classifications. The parties argued
that since the remedies agreed to with the Commission were enough to satisfy the
very narrow market definitions based on the Nielsen’s product classifications, the
merger is unlikely to raise competition concerns under any other market
definition.
23. The Commission stood by its market definition. It sought to convince us that the
divestiture proposals contained in the draft order address the competition concerns
identified in its report.
THE UNIONS’ SUBMISSIONS
24. The Unions filed papers arguing for an outright prohibition of the merger.
Claiming lack of sufficient information, they did not provide their own market
definition but went along with the Commission’s market definition. The unions
argued that the merger should be prohibited because of the high levels of
concentration in the market and the dominance of the merging parties.
25. The Unions were skeptical about the accuracy of the market share figures based
on ACNielsens' reports relied upon by the Commission. They argued that these
figure do not show the complete extent of the merging parties dominance because,
first, AC Nielsen only reads data from the retail sector and does not cover the
wholesaling sector. The market shares therefore only reflected sales through the
retail sector and not other channels. Secondly, the Unions claimed that the AC
Nielsen figures did not take into consideration the fact that socalled house brands
Nielsen figures did not take into consideration the fact that socalled house brands
sold in the market by retailers, are the merging parties’ products packed
differently or by a third party and marketed as products of the retailer. The Unions
further argued that the relationship between the major retailers and manufacturers,
including the merging parties, was not based on countervailing power in the
market, but rather profitable mutual dependence.
26. The Unions also raised a number of public interest grounds in support of
prohibition of the merger. Firstly, they pointed to the large number of job losses
resulting from the mergerinduced redundancies. 1 They stressed the effects these
1 The merging parties estimated that on a ‘worst case’ scenario the gross number of job losses is likely to
be around 769 positions, with unionized job losses standing at approximately 358. The merging parties
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retrenchments will have on the retrenched workers, their dependents and society
in general in a situation where the unemployment rate is already very high. In
summary the view of the Unions is that this merger was not in the interest of
broader society, but rather of the merging parties alone.
27. With regard to the agreed divestiture, the view of the Unions was that it does not
adequately address the competition concerns identified in their submission Even
though they wanted the merger prohibited, the Unions urged that, if we decided to
approve the merger, we should impose the following conditions on the parties:
• “No job losses
• No price increases above CPIX
• An annual compliance report verified by independent auditors
submitted, at own cost, to the Tribunal”
Finding
28. We find that the implementation of this merger, subject to the conditions listed in
the attached order, is not likely to result in the substantial lessening or prevention
of competition. The conditions attached to the approval of the merger adequately
address any competition problems that may have resulted from the merger based
on the narrower market definition adopted by the Commission. Therefore, we do
not consider it necessary to make a finding on the relevant product market for
purposes of this transaction. It is common cause that the relevant geographic
market is national.
29. As already stated above, the Commission adopted ACNielsen product
classification as its product market definition for purposes of this transaction.
Even though the parties relied mainly on the ACNielsen product classification in
their submissions to the European Commission, they reject it for the purposes of
this transaction. They argue that factors specific to South Africa justify a
departure from the Nielsen categories. They also criticize the ACNielsen product
departure from the Nielsen categories. They also criticize the ACNielsen product
classification as being of limited use in defining the relevant market for
competition purposes. They argue that the priority in the ACNielsen Product
Definitions is the practical collection of data on products and not the measurement
of substitutability between different products and no consumer demandled
research is conducted in the compilation of data. As a result, the ACNielsen
Product Definitions are too narrow for competition law purposes and products
sought to argue that the number of positions that will be rendered redundant by the merger is confidential
information. We deal with this argument below under “Public Interest Issues”.
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that compete with each other end up being classified under different classes.
30. However, an econometric analysis by Europe Economics commissioned by the
parties to statistically prove this claim was, by their own admission, inconclusive.
Data availability limited the use of sophisticated techniques to establish the
degree of substitutability between products in the definition of the relevant
market. The Tribunal could not fail to be impressed by the lack of variability in
the prices of specific products and their likely substitutes. Any econometric
estimation based on a theoretically specified model would struggle to find
economically meaningful relationships with this data set.
31. The parties then sought to present an econometric analysis of the data to support
their wider market definition by employing a panel data set that would address the
data availability problem. Composite price indices for the alternative market
definitions were developed including the relative price of a product considered as
the best substitute in switching studies, and two composite price indices to test the
narrower and broader definitions of the market. We find this econometric analysis
unconvincing for the following reasons:
• the inclusion of variables in an equation without a solid theoretical basis is not
persuasive;
• econometric estimation problems of relationships between the explanatory
price variables is not addressed; and
• consequently any interpretation of the results obtained has to be and should be
qualified with sufficient caveats to render the subsequent analysis of doubtful
value.
32. At the hearing the parties did agree that the econometric evidence did not
conclusively support their market definition but felt that in the face of severe data
problems they should be given some credit. Whereas the Commission had not
problems they should be given some credit. Whereas the Commission had not
produced any evidence in support of its position on market definition merely
accepting the ACNielsen classification.
33. One of the merging parties main criticisms of the Commission’s use of the
ACNielsen product classification in defining the market is that these
classifications do not take into account interchangeability of use by the consumer
of products across different classifications and therefore reliance thereon leads to
narrow markets. No one has suggested that the market may have narrower
boundaries than those of the ACNielsen product classification 2.
2 As already noted, the parties found them a valid classification in their submission to the European
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34. It would appear therefore that if the Commission has erred in defining the market,
its error would be in defining the market too narrowly. A wider market definition
in this case would naturally have resulted in lower market shares and lower
concentration levels for the parties in some of the markets where overlap occurs
because of a larger pool of products and/or competitors 3. Under those
circumstances the conditions imposed on the transaction would obviously have
been sufficient to remove any potential competition problems.
35. We are therefore satisfied that the divestiture of the Royco and Oxo brands on the
conditions referred to in the attached order are sufficient to remove any
competition concerns that may have resulted from the merger, regardless of
whether the market definition adopted by the Commission is correct or not.
Generally, the conditions we have imposed have the effect of eliminating the
overlaps between the parties' brands or subbrands occurring on the market
definition adopted by the Commission.
Public Interest Issues
36. The main public interest issue identified by the participants in these proceedings
is the number of potential job losses. We have already referred to the Union’s
submission in this regard above. The Commission, though expressing concern
about the number of potential job losses, did not think that this warranted a
prohibition of the merger “as long as there are remedies for the anticompetitive
implications of the proposed transaction”.
37. There was a suggestion on the part of the merging parties that the number of
employees who will be retrenched as a result of the merger is confidential to
themselves, the Commission and the Unions and their members. They argue that
themselves, the Commission and the Unions and their members. They argue that
this is sensitive business information since it had not been revealed to the non
unionised employees.
38. We do not accept this argument. Firstly, the Act defines ‘confidential
information’ as information that is, inter alia, ‘not generally available or known
by others’. It was common cause that the unionized employees had been given
this information by the Unions and were under no obligation not to reveal this
information to their nonunionised colleagues, or to anybody else for that matter.
Commission.
3 Indeed, it is very hard to imagine that in any market, the parties' market shares could be higher than they
are in some of markets identified by the Commission.
10
Claiming that such information is confidential as contemplated in section 1 of the
Act is clearly an untenable argument.
39. Secondly, it is doubtful that the information meets the other part of the definition,
namely, that it is information of “economic value”. Retrenchment figures may be
viewed as sensitive information in the combustible world of labour relations, but
that is no justification for attempting to dress them up as business secrets, which
is the type of confidential information the Act seeks to protect.
40. In addition, section 13A(2) of the Act provides that merging parties must serve a
copy of the merger notice on the registered trade union, employee representatives
or, failing any of them the employees themselves. The merger notice that is
referred to in the Act is contained in Form CC 4(1) in the Rules of the
Competition Commission. Schedule 2 of CC 4(1) requires that a summary of the
effect of the proposed merger on employment be attached to the notice. The
purpose of these provisions is to ensure that employees’ representatives are
provided with the necessary information to enable them to make representations
the competition authorities, if they so wish. The prime concern of employees
would obviously be the effect of the merger on employment. The number of
people who might lose their jobs determines the effect on employment. Keeping
this information confidential deprives labour not only of the right to access to
information that the legislature clearly gives to them, but also their right to make
meaningful representation to the Competition authorities on an issue that directly
affects their interests. The legislature could never have contemplated that this
information could be claimed as confidential information – all indications are to a
information could be claimed as confidential information – all indications are to a
contrary intention. We accordingly find that the number of employees which the
merging parties contemplate retrenching does not constitute confidential
information.
41. The parties were at pains to explain that the estimated number of job losses given
by them, a gross figure of 769 positions, was the ‘worst case’ scenario. The job
losses are the result of synergies and plant integrations arising from the merger.
This will lead to redundancies across all levels of employment. The parties claim
that they are yet to decide on the form that the restructuring of their companies
will take to reap the benefits of the synergies and cannot therefore give a specific
number of potential job losses. They have undertaken that once a decision has
been made in this regard, they will consult the Unions to explore all possible
alternatives to retrenchments.
42. When one considers all the information put before us on this subject, there is a
strong indication that the ‘worst case’ scenario referred to by the merging parties
is truly that it is the most pessimistic view of the impact of the merger on
employment. Be that as it may, we are still faced with the difficulty that while it is
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common cause that some negative impact on employment will result and the
‘worst case’ scenario has been given to us, the true extent thereof will for reasons
referred to in 41 above, remain unknown until after the conclusion of the sale of
the divested assets. This means that as things stand, we cannot make a valid
assessment of the effect of the merger on employment. For this reason we have
imposed as a condition for the approval of the merger, an obligation on the
merging parties that once an agreement has been concluded with the proposed
buyer of the divested assets, they consult with the Unions or their employees on
this issue.
43. In our view the most significant right that the Competition Act extends to
employees and their unions is the right to timeous information with respect to the
potential employment impact of a merger. The news of a merger is, it appears, too
often sprung upon unions and employees despite the powerful impact that these
transactions often have on their interests. However, there is little doubt that,
having received the information, the most powerful channel available to the
unions to address employment related issues arising from the merger is the
Labour Relations Act or private collective bargaining agreements where they
exist. Although we welcome input by the unions and employees at Tribunal
meetings clearly our decisions have to balance impacts on competition with
employment impacts whereas the concerns of the Labour Relations Act and other
collective bargaining arrangements have no such balancing requirement. In this
case it seems that there was only limited interaction between the unions and the
merging parties following the filing on the unions required by the Competition
merging parties following the filing on the unions required by the Competition
Act. This is regrettable. We have not been able to ascertain who – the parties or
the unions – bears responsibility for the failure to take advantage of this
information and to negotiate a mutually satisfactory solution of the labourrelated
problems arising from the transaction. We have accordingly inserted a condition
requiring the parties to enter into discussions with the unions.
44. We therefore approved the merger subject to the attached conditions.
____________________ 04 April 2002
D.H. Lewis Date
Concurring: M. Holden; N.M. Manoim
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ORDER (Non confidential version)
Having heard the parties, the following order is made:
1. The merger is approved on the conditions that follow:
1.1 The merging parties shall dispose of the following assets ("the divested assets") to a
buyer being an independent third party or parties approved by the Commission:
("The Divested Assets")
1.2 Royco brand:
This will include all Royco products, save for the subbrands listed in clause 2 below.
1.3 'Quick Soup' and 'Oodles of Noodles' subbrands :
This will include the sale of the subbrands 'Quick Soup' and 'Oodles of Noodles',
together with, at the option of the proposed buyer, a licence to use these subbrand names
together with the Knorr Brand for a maximum period of 2 years.
1.4 Oxo Brand:
This will include the sale of the Oxo brand in totality.
1.5 For each brand and/or subbrand referred to above, the sale will include all the
intellectual property associated with the brand, i.e. packaging design, formulations,
intellectual rights to advertising and promotional material, finished goods and packaging
material stock.
1.6 The divestiture could, at the option of the proposed buyer, include production
facilities either to be used in a copacking arrangement (by means of a service agreement)
or as an outright sale of all the assets.
1.7 All the listed trademarks, attached hereto marked Schedule "A" will be transferred to
the proposed purchaser on the effective date.
the proposed purchaser on the effective date.
1.8 The costs of all trademark transfers will be for the merging parties.
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2. The following assets ("the excluded assets") are excluded from the divested assets and
will remain the property of the merging parties, subject to the provisions of 3, 4 and 5
below:
2.1.1 the subbrand "CupaSoup" including :"Lite" and "Thick and Creamy",
2.1.2 the subbrand "CupaSnack";
2.1.3 the subbrand "Mates" including "Chicken Mate",, "Mince Mate" and "Tuna Mate",
and
2.1.4 the subbrand "Pasta and Sauce" including "Macaroni and Cheese".
2.2 The excluded assets, including any intellectual property associated with the sub
brands, ie packaging design, formulations, intellectual rights to advertising and
promotional material, finished goods and packaging material stock will not form part of
the divested assets.
3. [Confidential information]
4. [Confidential information]
5. [Confidential information]
6. [Confidential information]
7. [Confidential information]
7.1 [Confidential information]
7.2 [Confidential information]
7.3 [Confidential information]
7.4 [Confidential information]
8. [Confidential information]
8.1 [Confidential information]
8.2 [Confidential information]
8.3 [Confidential information]
8.4 [Confidential information]
8.5 [Confidential information]
8.6 [Confidential information]
8.7 [Confidential information]
9.
9.1 The merging parties shall submit the name of the proposed buyer to the Commission
for its prior approval, together with the relevant documentation in respect of the proposed
buyer in order that the Commission can assess whether the proposed buyer would be able
to effectively utilise the divested assets so as to be a viable competitor to the merging
parties.
9.2 The Commission will respond to the merging parties' proposal in relation to the
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proposed buyer within seven days from the date on which the name of the proposed
buyer was submitted to the Commission.
9.3 Once the sale agreement with the proposed buyer has been concluded, the merging
parties shall submit the sale agreement, together with the relevant documentation
(including a preliminary competition analysis) to the Commission, in order to enable it to
verify that the conditions laid down in this agreement are fulfilled and that there has been
no material change in the status of the proposed buyer not reasonably foreseeable at the
time the Commission assessed the proposed buyer's suitability, subject to the
Commission agreeing to keep confidential all such information received.
10. [Confidential information]
11. [Confidential information]
12. The parties may apply to the Tribunal, on application, to vary the procedure set out in
this order, and on notice to the Commission and the Unions.
13. Once the sale agreement with the proposed buyer has been concluded the merging
parties must;
13.1.1 provide a summary of the effect of the proposed sale on employment on any party
entitled to be given notice of the merger in terms of section 13 A (2) of the Act; and
13.1.2 consult, as soon as practicable, with the parties entitled to be given notice in terms
of section 13 A (2), on the employment effects of the proposed transaction.
14. Paragraphs 3, 4, 5, 6, 7, 8, 10 and 11 above, shall remain confidential to the merging
parties and the Competition Commission and the Trustee appointed, as set out above, and
may not be disclosed to any third party.
N Manoim
Tribunal Member
DATED AT PRETORIA ON THE 6 TH DAY OF MARCH 2002
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