COMPETITION TRIBUNAL
REPUBLIC OF SOUTH AFRICA
Case no.: 60/LM/Jun05
In the large merger between:
Unitrans Motors (Pty) Ltd
and
Alisa Holdings Ltd
Reasons
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Introduction
1. On 24 August 2005 the Tribunal approved the merger between Unitrans
Motors (Pty) Ltd and Alisa Holdings Ltd. The reasons are set out below.
The transaction
2. Unitrans Motors (Pty) Ltd (“Unimotors”) currently holds 40% interest in
Alisa Holdings (Pty) Ltd (“Alisa”) and New Investments Africa Ltd (“Nail”)
the remaining 60%. Nail wishes to dispose of its interest in Alisa and
Unitrans is exercising its preemptive rights over Nail’s shares, which had
held since 2000. Post the transaction Alisa will be wholly owned by
Unimotors.
3. Unimotors forms part of Unitrans Ltd group of companies. Steinhoff Africa
Holdings (Pty) Ltd (“Steinhoff”) holds 60.8% of the share capital of
Unitrans Ltd. Unimotors sells new and preowned motor vehicles, parts
and accessories and provide aftersales services as well as services such
as transport, logistics, distribution and warehousing.
4. Alisa Holdings is an investment holding company that conducts business
through the following subsidiaries in South Africa:
• Alisa Car Rentals (Pty) Ltd which is licensed to conduct the Hertz
International Ltd (“Hertz”) franchise in South Africa,
• Alisa Car Sales (Pty) Ltd that sells second hand passenger cars and light
commercial vehicles used in its car rental business,
• Alisa Finance Corporation (Pty) Ltd, which is a dormant company
Rationale of the transaction
5. Nail wishes to dispose of its interest in Alisa pursuant to a decision of the
Nail Board of Directors to unbundled the Nail Group of companies.
Effect on Competition
6. The parties both compete in the sale of preowned motor vehicles,
Unimotors nationally and Alisa Car Sales (Pty) Ltd through its outlet in
Cape Town.
7. The Unimotors and Alisa market shares are estimated to be 2,5% and
0,03% respectively. Post the transaction the merged entity will have a
market share of 2.53%. The largest national competitors in the relevant
market are Imperial Group, McCarthy Motors, Barloworld and Combined
Motor Holdings. Since this is a highly competitive market with many
players, we agree with the Commission that it is unlikely that this
transaction will substantially prevent or lessen competition in this market.
8. Two vertical issued are raised in this transaction. The first being the
vertical relationship that exists in the provision of insurance by Unitrans to
Alisa. Unimotors provide insurance products under a license, which is
limited to the Unitrans group and its customers only. Since Alisa is an
associate company of the Unitrans Group the insurance is also offered to
Alisa and its customers. Other forms of insurance to Alisa are provided
through Alexander Forbes, which also provide insurance directly to
through Alexander Forbes, which also provide insurance directly to
Unitrans. The change of control will not affect these arrangements.
Secondly, Alisa sells used cars to Unimotors, Ford Motor Company of SA,
Nissan SA, Fiat SA and Kia SA while Unimotors acquire used vehicles
from other sources such as General Motors SA, Volkswagen SA, BMW
SA, Daimler Chrysler SA, Nissan SA and also from” tradeins” from the
general public. These business arrangements will continue post the
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merger.
9. We therefore conclude that the merger does not lead to a substantial
lessening or prevention of competition.
Public interest issues
10. No significant public interest issues arise from this transaction.
____________ 16 September 2005
N. Manoim Date
Concurring: M. Moerane and M. Mokuena
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