COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: 30/LM/Mar07
In the matter between:
ET Cayman Holdings LTD Acquiring Firm
and
The Emission Technology Business of
Arvin Meritor Inc Target Firm
_______________________________________________________________
Panel: Y Carrim (Presiding Member), N Manoim (Tribunal
Member), and M Mokuena (Tribunal Member)
Heard on: 25 April 2007
Order delivered on: 25 April 2007
Reasons delivered on: 11May 2007
REASONS FOR APPROVAL
Approval
1] On 25 April 2007, the Competition Tribunal unconditionally approved the
proposed acquisition by ET Cayman Holdings Ltd (“ET Cayman”) of the
Emission Technology Business of Arvin Meritor Inc (“The Emissions
Business of ARM”).
The parties and the merger transaction
2] ET Cayman will acquire all the shares and assets comprising the
Emissions Business of ARM.
3] JP Morgan Chase & Co ultimately controls the primary acquiring firm, ET
Cayman, via its subsidiary, One Equity Partners,II, L.P (“OEP”), a private
equity company.
Rationale for the transaction
4] The proposed transaction provides an opportunity to invest in an area
where OEP is presently not active. It provides ARM with an opportunity to
concentrate on its core competencies which excludes the emissions
business.
Relevant Market
5] JP Morgan is an investment bank which provides a full range of
investment banking and commercial banking products and services. ARM
emissions business produces car exhaust systems for original equipment
manufacturers. It also provides exhaust components and systems to the
free aftermarket. The target business of the transaction is the emissions
business for OEMs. Post merger ARM will continue to provide the
exhaust components systems to the free aftermarket.
Competition analysis
6] There is no overlap in the activities of the merging parties and the
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proposed transaction is therefore unlikely to substantially prevent or
lessen competition in the relevant market.
Public Interest
7] There are no job losses or any other significant public interests issues that
arise from the transaction.
_______________
Y Carrim 11May 2007
Presiding Member
Concurring: M Manoim and M Mokuena
Tribunal Researcher: R Badenhorst
For the merging parties: R Read (Read Hope Phillips Thomas and
Cadman Inc)
For the Commission: M Matsimela and M Mohlala (Mergers &
Acquisitions)
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