COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: 29/LM/Jun10
In the matter between:
Paladin Capital Limited Acquiring Firm
And
Curro Holdings (Pty) Ltd Target Firm
Panel : Norman Manoim (Presiding Member),
Yasmin Carrim (Tribunal Member), and
Andreas Wessels (Tribunal Member)
Heard on : 07 July 2010
Order issued on : 07 July 2010
Reasons issued on : 28 July 2010
Reasons for Decision
Approval
1] On 7 July 2010 the Competition Tribunal (“Tribunal”) approved the acquisition
between the Paladin Capital Limited and Curro Holdings (Pty) Ltd. The reasons for
approval follow below.
The parties to the transaction
2] The primary acquiring firm is Paladin Capital Limited (“Paladin”), an investment,
private equity firm which is controlled by PSG Financial Services Ltd which in turn is
controlled by PSG Group, a holding company which holds a number of strategic and
1
controlling stakes in a wide range of private and public financial services companies.
PSG Financial Services is the primary investment company for the PSG Group and is
active in various financial services and products.
3] Paladin controls Paladin Capital Financial Services (Pty) Ltd which holds 50% of the
issued share capital in the primary target firm, Curro Holdings (Pty) Ltd (“Curro”).
Curro is active in the provision of services in relation to education and the operation
and development of schools. The rest of the shareholding in Curro is held by various
Trusts.1
The proposed transaction
4] In terms of the proposed transaction Paladin Capital Services will acquire the
additional 26% of the issued share capital in Curro, thereby increasing its
shareholding to 76% and gaining sole control over Curro.2
The rationale
5] Paladin’s interest in the proposed deal is purely financial. It seeks to increase its
equity exposure in Curro only for increased returns. The shareholders of Curro are
willing sellers who view the proposed transaction as a way to realise portions of their
investments, while ensuring that the financial needs of Curro are taken care of going
forward.
Competition analysis
6] There is no horizontal overlap in the activities of the merging parties. Other than the
fact that Paladin is a shareholder of Curro, there is no other business relationship
which exists between the parties.
1 The rest of the shareholders in Curro are the following Trusts: Le Roux Familie Turst (21%), Chris Van Der
Merwe Familie Trust (7.25%), Thys & Jeanee Franken Familie Trust 6.65%) Realtu Trust (4.75%), N/A Familie
Trust (4%), Schalk Burger Familie Trust (2.5%), Greyling Familie Trust (2.25%), and Eddie & Estie Conradie
Familie Trust (1.5%). Curro in turn controls Curro Langbaan (Pty) Ltd.
2 As such none of the remaining shareholders will be able to veto any decisions as all minority shareholder
protections simply require approval by shareholders holding 75% or more of the shares in Curro.
CONCLUSION
[7] The proposed deal does not raise any competition concerns as it does not change
the competition landscape in the relevant markets. The deal is essentially a move
from joint to sole control, and as such is unlikely to substantially prevent or lessen
competition. In addition, no significant public interest concerns are raised.
____________________ 28 July 2010
Yasmin Carrim Date
Norman Manoim and Andreas Wessels concurring.
Tribunal Researcher: Londiwe Senona
For the merging parties: Cliffe Dekker Hofmeyr Attorneys
For the Commission: Mogalane Matsimela
3