COMPETITION TRIBUNAL
REPUBLIC OF SOUTH AFRICA
Case no.: 26/LM/Apr04
In the large merger between:
VenFin Limited
And
Intervid Limited
Reasons for Decision
Approval
1. On 27 May 2004 the Competition Tribunal issued a Merger Clearance Certificate
approving the transaction between VenFin Limited and Intervid Limited. The reasons
for this decision follow.
The Parties
2. The primary acquiring firm is VenFin Limited (“VenFin”). The Rembrandt Trust (Pty)
Ltd holds all the issued unlisted B ordinary shares in VenFin and is entitled to 42,2%
of the total votes.
3. The following companies are subsidiaries of VenFin:
Industrial Electronic Investments Limited
RPII Holdings Limited
Tracking and Signal Distribution Technologies (Pty) Ltd
Twine Media (Pty) Ltd
VenFin Finance Corporation (Pty) Ltd
VenFin Financial Investments Limited
VenFin Group Finance (Pty) Ltd
VenFin Media Investments (Pty) Ltd
VenFin Shareholding (Pty) Ltd
VenFin Securities (Pty) Ltd
VenFin Technology (Pty) Ltd
VenFin Telecommunications Investments Limited
RGH Holdings Societe Anonyme – Luxembourg
VenFin Holdings Limited – Jersey
RFS Holdings Limited
4. Venfin has interests in the following firms:
Vodacom Group (Pty) Ltd;
Psitek (Pty) Ltd;
Inala Technology Investments (Pty) Ltd;
Tracker Investment Holdings (Pty) Ltd;
CommsCo Holdings (Pty) Ltd;
FRS Financial Reporting Solutions (Pty) Ltd;
Fundamo (Pty) Ltd;
Idion Technology Holdings (Pty) Ltd;
e Company Holdings Ltd;
SAIL Group Limited;
GenuOne Incorporated;
iTouch Plc;
Alexander Forbes;
Dimension Data Holdings Plc; and
Intervid International.
5. The primary target firm is Intervid Limited (“Intervid”). Intervid controls the following
companies:
Intervid Technologies (Pty) Ltd
Intervid SA (Pty) Ltd
Secprop 120 investments (Pty) Ltd t/a Quip Rent
The Transaction
6. According to an “Undertaking to Sell Agreement” (the “Agreement”), the Howard
Family Trust, James Howard Family Trust and Kate Howard Family Trust
(collectively the “Trusts”) have agreed to sell to VenFin their interest in Intervid which
amounts to 32,5% of shares. At the time of notification of this transaction, VenFin’s
shareholding in Intervid was 17,26%. However, VenFin has since acquired additional
shares in the open market and currently its shareholding is 32,4%. Therefore, post
merger, VenFin’s shareholding will be 64,9%.
The Parties’ Activities
7. VenFin is an investment holding company focusing on telecommunication,
technology and media businesses. It’s telecommunication interests are represented
by its shareholding in Psitek (32%), Inala(33,5%) and Vodacom (15%), while its
technology interests are represented by its shareholding in Tracker (32,1%), FRS
(42,9%), Fundamo (37,5%), CommsCo (33,3%), and Idion (6%). Venfin’s 33%
shareholding in etv and 19,5% shareholding in SAIL represents its media interest.
8. Intervid Africa, which is a division of Intervid, provides integrated solutions in the
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electronic security and business process monitoring industry. Cynaps, also a division
of Intervid, designs, manufactures, tests and supplies access control products and
systems. Intervid Technologies (IT) develops integrated electronic security and
business process monitoring solutions and develops, manufactures and distributes
proprietary hardware and software products. IT also supplies digital surveillance
systems to the general systems integrator market including Intervid’s own regional
sytems integrator. Advanced Digital Devices (ADD) is a division of IT and designs,
develops and manufactures fibre optic interfaces for use in video, data and
telecommunication applications.
9. Quip Rent facilitates the financing of systems and equipment supplied by Intervid in
South Africa. Intervid SA provides management services to the Intervid group.
10. In addition to Intervid’s own software and hardware, it partners with companies in
the following areas: Access Control, Intrusion Detection, Video Surveillance, Article
Surveillance, Alarm Monitoring, Manned Guarding, Hazard Detection.
11. From the above it appears that there is no overlap in the activities of the merging
entities.
Conclusion
12. We conclude that the merger will not lead to a substantial lessening of competition
and there are no significant public interest concerns. Accordingly, we agree with the
Commission’s recommendation that the transaction be unconditionally approved.
_______________ 31 May 2004
David Lewis Date
Concurring: Norman Manoim and Frederick Fourie
For the merging parties: Andries Le Grange (Hofmeyr Herbstein and Gihwala Inc)
For the Commission: Kathija Ramathula (Mergers and Acquisitions)
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