COMPETITION TRIBUNAL OF SOUTH AFRICA
In the matter between:
Case No: 41/LM/Apr08
Dubai World Africa Conservation FZE Acquiring firm
And
Business Venture
Investments No 1145 (Pty) Ltd Target firm
Panel : D Lewis (Presiding Member); U Bhoola (Tribunal Member) and M
Mokuena (Tribunal Member)
Heard on : 04 June 2008
Decided : 04 June 2008
Reasons Issued : 08 July 2008
Reasons
Approval
[1] On 04 June 2008 the Competition Tribunal issued a Merger Clearance Certificate
approving the merger between Dubai World Africa Conservation FZE and Business Venture
No 1145 (Pty) Ltd unconditionally. The reasons appear below.
Parties
[2] The acquiring firm is Dubai World Africa Conservation FZE (“Dubai World Africa
Conservation”) formed under the perception and seal of the Jebel Ali Free Zone Authority,
United Arab Emirates as an offshore company. Dubai World Africa Conservation is a wholly
owned subsidiary of Dubai World Africa Holdings Ltd FZE (“Dubai World Africa”). 1
[3] The primary target firm is Business Venture No 1145 (Pty) Ltd (“Business Venture”) a
company incorporated under the laws of the Republic of South Africa. Business Venture is
jointly controlled by Leisurecorp LLC (“Leisurecorp”) 2 and Cradle of Life Investments (Pty)
1 Dubai World Africa is in turn wholly owned by Dubai World Corporation which is ultimately controlled by the
Government of Dubai. Dubai World Corporation indirectly controls other firms in South Africa through its
subsidiaries Istithmar World Private Joint Stock Company (“Istithmar World”), Leisurecorp LLC (“Leisurecorp”)
and Dubai World Holdings Ltd (“Dubai World”). For a complete list of firms indirectly controlled by Istithmar World,
Leisurecorp and Dubai World Dubai please refer to page 6870 of the record. World Africa Conservation, the
primary acquiring firm is a newly formed company and currently does not control any firms.
primary acquiring firm is a newly formed company and currently does not control any firms.
2 Leisurecorp is controlled by Istithmar World; Istithmar World is ultimately controlled by Dubai World
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Ltd (Cradle of Life”). 3 The firms directly controlled by Leisurecorp internationally are
Jumeirah Golf Estates LLC and Novelway Mauritius Ltd. 4 In South Africa Leisurecorp
indirectly controls Novelway Investments (Pty) Ltd trading as Pearl Valley Golf Estate and
Spa (“Novelway”).The only interest held by Business Venture is Nkomazi Wilderness, a non
commercial game reserve situated in Mpumalanga. 5
Transaction
[4] In terms of the transaction Leisurecorp intends to increase its shareholding in
Business Venture from 50% to 100% by acquiring an additional 50% share. The effect of the
transaction is that the acquiring group will solely control the primary target firm post the
transaction.
Rationale of transaction
[5] The parties have submitted that the acquiring group perceives the primary target firm
to be a viable investment opportunity in the game reserve industry in South Africa. The
target firm’s rationale is to realise the investment potential of the shares being sold.
Parties Activities
[6] The acquiring firm is a newly formed company, which has previously not traded.
Dubai World Corporation is an investment company that manages and supervises a portfolio
of businesses and projects for the Dubai Government. Leisurecorp is an investment and real
estate development company that focuses primarily on investments in the leisure industry
internationally. In South Africa, Leisurecorp, through its subsidiaries, is involved in the
development of land on which the Pearl Valley Golf Estate and Spa is situated. It is also
involved in the sale of the vacant residential erven at the Pearl Valley Golf Estate, through its
estate agent arm, Pearl Valley Properties. Leisurecorp’s interest in Nkomazi Wilderness is
by virtue of its joint control in Business Venture. The core business of Nkomazi Wilderness is
that of game conservation. In addition Nkomazi Wilderness is currently utilized for hunting,
scientific research and ecotourism. In South Africa Istithmar World trades through the
following firms: V&A Waterfront; V&A Marina and V&A Properties.
Corporation.
3 For a list of firms directly or indirectly controlling Cradle Life refer to page 5051 of the record.
4 For a list of Novelway wholly owned subsidiaries, refer to page 48 of the record.
5 We approved the acquisition of Nkomazi Wilderness by Business Venture under case number
100/LM/Sep07.
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[7] Business Venture’s only asset is Nkomazi Wilderness. As indicated above, the core
business of Nkomazi Wilderness is that of game conservation. In addition Nkomazi
Wilderness is currently utilized for hunting, scientific research and ecotourism.
Competition Analysis
[8] In its analysis of the proposed transaction the Commission found there is an overlap
in the activities of the merging parties in as far as Leisurecorp has prior shareholding in
Business Venture. The Commission however found that the overlap will not result in an
increase in market share or change in market structure. We agree with the Commission. In
addition there are no public interest issues.
Conclusion
[9] Based on the above the transaction will not result in a substantial lessening or
prevention of competition and is accordingly approved unconditionally.
___________________ 08 July 2008
D Lewis Date
Tribunal Member
U Bhoola and M Mokuena concurring
Tribunal Researcher : J Ngobeni
For the merging parties : Hofmeyr Herbstein & Gihwala
For the Commission : Tholoana Lejaha (Mergers and Acquisitions)
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