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[2014] ZACT 59
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Super Group Dealerships a division of Super Group Trading (Pty) Ltd v RSF Motors Handelaars (Verkope) (Pty) Ltd in relation to the Business of Land Rover and Volvo in Nelspruit operated by RSF Motors (019273) [2014] ZACT 59 (28 August 2014)
COMPETITION
TRIBUNAL OF SOUTH AFRICA
Case
No: 019273
In
the matter between:
SUPER
GROUP DEALERSHIPS
a
Primary Acquiring Firm
DIVISION
OF SUPER GROUP TRADING (PTY) LTD
And
RSF
MOTORS HANDELAARS (VERKOPE)
(PTY)
LTD in relation to the Business of Land Rover
and
Volvo In Nelspruit
operated
by RSF
Motors
Primary Target Firm
Panel
Norman Manoim (Presiding Member)
Yasmin
Carrim (Tribunal Member)
Prof
Imraan Valodia (Tribunal Member)
Heard
on
20 August 2014
Order
Issued on 20
August 2014
Reasons
Issued on 28 August 2014
Reasons
for Decision
Approval
[1]
On 20 August 2014, the Competition
Tribunal unconditionally approved the merger between Super Group
Dealerships a division of Super
Group Trading (Pty) Ltd (“Super
Group Trading”) and RSF Motors Handelaars (Verkope) (Pty) Ltd
(“RSF Motors”)
in relation to the business of Land Rover
and Volvo in Nelspruit (“Land Rover and Volvo Nelspruit”),
which is operated
by RSF Motors.
[2]
The reasons for approving the proposed
transaction follow.
Parties
to transaction
Primary acquiring firm
[3]
The primary acquiring firm is Super
Group Trading. Super Group Trading is controlled by Super Group
Holdings (Pty) Ltd (“Super
Group Holdings”) which is
ultimately controlled by Super Group Limited (“Super Group”).
Super Group is listed
on the Johannesburg Stock Exchange Limited
(“JSE”) and is not controlled by any single firm. Super
Group’s top
shareholders are:
•
Alan
Gray (Pty) Ltd;
•
Public
Investment Corporation Limited;
•
PSG
Online Securities Broking;
•
Investec
Asset Management Limited; and
•
Visio
Capital Management (Pty) Ltd.
Super
Group also controls a number of firms including:
•
Bluefin
Investments Limited;
•
Emerald
Insurance Company Limited; and
•
Fleet
Africa (Pty) Ltd.
Super
Group Trading controls the following firms:
•
Super
Group Africa (Pty) Ltd;
•
Chataprop
Holdings 98 (Pty) Ltd;
•
Lexshell
280 Investments (Pty) Ltd;
•
Micor
Freight (Pty) Ltd; and
•
Rentrak
(Pty) Ltd.
Primary target firm
[4]
The primary target firm is the business
of Land Rover and Volvo in Nelspruit operated by RSF Motors.
Proposed
Transaction and Rationale
[5]
In terms of the Sale of Assets
Agreement, Super Group Trading shall acquire Land Rover and Volvo
Nelspruit from RSF Motors. Post-merger,
Super Group Trading shall
have sole control over Land Rover and Volvo Nelspruit.
Relevant
Market and Impact on Competition
[6]
Super Group owns dealerships that sell
and service the following new motor vehicles: Toyota; Mercedes Benz;
Chrysler Jeep; Dodge;
Genera! Motors; Isuzu; Honda; GWM; Nissan; Land
Rover; Jaguar; Lexus; Volvo; Suzuki; Renault; Ford; and Mazda. Super
Group also
sells pre-owned and demonstration motor vehicles, parts
and accessories and provides intermediary finance and insurance
services.
Super Group dealerships are located in the Gauteng and
North West Provinces.
[7]
Land Rover and Volvo Nelspruit sell new,
pre-owned and demonstration Land Rover, Jaguar and Volvo motor
vehicles. It also services
Land Rover, Jaguar and Volvo motor
vehicles. It further sells parts and accessories for these specific
motor vehicles and provides
intermediary finance and insurance
services. Land Rover and Volvo Nelspruit operates in the Mpumalanga
Province.
[8]
An
assessment of the merging parties’ activities found that there
is a horizontal overlap in the activities of the merging
parties with
respect to the sale of new and used passenger vehicles. We however,
find that that there is no geographic overlap
as Super Group has
operations in Gauteng and the North West Province, whereas the Land
Rover and Volvo Nelspruit dealership is
located in Nelspruit,
Mpumalanga.
[1]
Conclusion
[9]
In light of the above we conclude that
the proposed transaction is unlikely to substantially prevent or
lessen competition in the
market for new and used passenger vehicles.
In addition, no public interest issues arise from the proposed
transactions. Accordingly
we approve the proposed transaction
unconditionally.
28
August 2014
DATE
Mr
Norman Manoim
Ms
Yasmin Carrim
and Prof Imraan Valodia concurring
Tribunal
Researcher: Derrick Bowles
For
the merging parties: Sakia Rohi
For
the Commission: Glementine Mahlangu and Xolela Nokele
[1]
In the hearing we were advised that the nearest Super Group motor
dealership to Nelspruit was a Ford and Mazda dealership in
Springs.
Super Group has three other Volvo and four other Land Rover
dealerships. The nearest Volvo dealership is based in Centurion,
the
nearest Land Rover dealership is also based on the East Rand.( See
transcript pages 3-4)