COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 99/LM/Sep08
In the matter between:
Old Mutual Life Assurance Company SA Ltd Acquiring Firms
Ethos Private Equity Fund V
and
Idwala Industrial Holdings (Pty) Ltd Target Firm
Panel : D Lewis (Presiding Member), N Manoim (Tribunal
Member) and M Mokuena (Tribunal Member)
Heard on : 15 October 2008
Order issued on : 15 October 2008
Reasons issued on : 24 November 2008
Reasons for Decision
Introduction
[1] On 15 October 2008 the Tribunal approved the acquisition by Old Mutual Life
Assurance Company (SA) Ltd and Ethos Private Equity Fund V of Idwala
Industrial Holdings (Pty) Ltd. The reasons follow below.
The transaction and parties
[2] The primary acquiring firms , Old Mutual Life Assurance Company (SA) Ltd
(“OMLACSA”) and Ethos Private Equity Fund V (“Ethos Fund V”), are
acquiring 17.2% and 26.8% respectively in Idwala Industrial Holdings (Pty)
Ltd (“Idwala”). Idwala will not be controlled by any single shareholder post the
transaction. Idwala’s shareholders will be:
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• Ethos Fund V 26.8%
• The Management Trust 26%
• OMLACSA 17.2%
• Tiswala 30%
[3] Ethos Fund V is a private equity company which through private equity funds
makes investments on behalf of investors. It is advised by Ethos Private
Equity Ltd. Ethos Fund V controls five companies namely: Brandcorp,
Moresport, Plumblink, Busby and TiAuto.
[4] OMLACSA controls more than 22 subsidiaries and is ultimately controlled by
Old Mutual PLC.
[5] Idwala controlls the following firms:
• Idwala Investments (Pty) Ltd,
• Idwala Industrial (Pty) Ltd,
• Lewis & Everett (Pty) Ltd,
• Lime Distributors (Pty) Ltd;
• Nicanel Investments (Pty) Ltd,
• Pybus 31 (Pty) Ltd
Rationale for the transaction
[6] Both Ethos Fund V and OMLACSA regard the transaction as an attractive
investment opportunity that will expand their current portfolio of investments
while the transaction will provide the exiting shareholders with an opportunity
to realise significant value from their investment.
Effect on Competition
[7] There is no product overlap in the activities of the merging parties. Idwala is a
vertically integrated supplier of lime and industrial minerals. Ethos V is a
private equity fund that invests in medium to large size companies in South
Africa in a range of different industries, none of which currently overlaps with
the businesses of the target company. OMLACSA provides pension fund,
retirement annuity and risk assurance products held through different
policies.
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[8] The proposed transaction is unlikely to substantially prevent or lessen
competition.
PUBLIC INTEREST
[9] The transaction does not raise any significant public interest concerns.
___________________ 24 November 2008
D Lewis Date
N Manoim and M Mokuena concurring.
Tribunal Researcher: R Badenhorst
For the merging parties: Webber Wentzel
For the Commission: M Matsimela
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