COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 53/LM/Jul09
In the matter between:
RFS Holdings BV Acquiring Firm
and
ABN Amro Holdings NV Target Firm
Panel : N Manoim (Presiding Member), Y Carrim (Tribunal
Member) and A Wessels (Tribunal Member)
Heard on : 18 August 2009
Order issued on : 18 August 2009
Reasons issued on : 01 October 2009
Reasons for Decision
Introduction
[1] On 18 August 2009 the Tribunal unconditionally approved the acquisition by
RFS Holdings B.V. of ABN Amro Holdings N.V. The reasons follow below.
Parties
[2] The primary acquiring firm is RFS Holdings B.V. (“RFS”), a company
incorporated under the laws of the Netherlands. RFS is jointly controlled by
Fortis B.V. (“Fortis”), the Royal Bank of Scotland Group Plc (“RBS”) and
Banco Santander Central S.A (“Santander”). Fortis, RBS and Santander each
control firms in excess of 10 worldwide. RFS does not control any firm.
[3] The primary target firm is ABN Amro Holdings N.V. (“ABN Amro”), a company
incorporated under the laws of the Netherlands. ABN Amro is not controlled
by any single shareholder. It controls firms in excess of 20 worldwide and in
South Africa it controls ABN Amro South Africa.
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Activities of the parties
[4] RFS is a special purpose vehicle created exclusively for the purposes of this
transaction and does not trade. RBS is a holding company of international
companies that specialise in banking and financial services. Its companies
are involved in retail banking, corporate banking, investment banking,
financial markets products, payment systems, private equity and insurance.
[5] Fortis is an international financial services provider that is involved in retail
banking, asset management and private banking, merchant banking and
insurance. Santander is also a financial services organisation that is involved
in private banking, wholesale banking, asset management and insurance.
[6] ABN Amro is an international financial services organisation that is involved in
personal banking, private banking, business and commercial banking as well
as corporate and institutional banking. In South Africa ABN Amro provides
services such as inter alia, local funding, treasury functions, foreign exchange
options and interest rate swaps.
Description of the transaction
[7] This transaction comprises two stages, the first being the acquisition by RFS
of the entire issued share capital of ABN Amro. The second stage comprises
the division of the majority of the assets of ABN Amro between RBS, Fortis
and Santander. In this regard RBS will acquire the wholesale operations,
Fortis will acquire the Dutch operations and Santander will acquire the Latin
American Operations.
Rationale for the transaction
[8] RFS believes that because of its understanding of the markets in which ABN
Amro operates and its proven record in relation to successful acquisitions, its
collective acquisition of ABN Amro will give rise to lower integration risks than
would be associated by the acquisition of a single buyer. For its part, ABN
Amro has acknowledged the opportunity for it to deliver benefits for its
Amro has acknowledged the opportunity for it to deliver benefits for its
customers and employees and generate growth and additional value for its
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shareholders by combining with a partner and selling parts of the ABN Amro
Group.
Competition Analysis
[9] This transaction is unlikely to result in a substantial lessening or prevention of
competition as there is no overlap in relation to the activities of the acquiring
group with those of the target firm in South Africa.
Public Interest
[10] The transaction does not raise any significant public interest concerns.
___________________ 01 October 2009
N Manoim Date
Y Carrim and A Wessels concurring.
Tribunal Researcher : I Selaledi
For the merging parties : Edward Nathan Sonnenbergs Inc
For the Commission : K Mahlakoana
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