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[2015] ZACT 11
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Business Venture Investments 1858 (Pty) Ltd v Tiger Automative Investments (Pty) Ltd (020008) [2015] ZACT 11 (14 January 2015)
COMPETITION
TRIBUNAL OF SOUTH AFRICA
Case No: 020008
In the matter
between:
Business
Venture Investments 1858 (Pty)
Ltd
.....................................................
Primary
Acquiring Firm
And
Tiger
Automotive Investments (Pty)
Ltd
...................................................................
Primary
Target Firm
Panel: Norman Manoim
(Presiding Member)
Anton Roskam
(Tribunal Member)
Yasmin Carrim
(Tribunal Member)
Heard on: 12
December 2014
Order issued on: 12
December 2014
Reasons issued on
:14 January 2015
Reasons for
Decision
Approval
[1] On 12 December
2014 the Competition Tribunal (“Tribunal”)
unconditionally approved the large merger between Business
Venture
Investments 1858 (Pty) Ltd (“OpCo”) and Tiger Automotive
Investments (Pty) Ltd (“TiAuto”). The
reasons for
approving the proposed transaction follow.
Parties to
transaction
[2] The primary
acquiring firm is OpCo, a newly created company that was established
for purposes of the proposed transaction. OpCo
is a wholly-owned
subsidiary of Business Venture Investments 1857 (Proprietary) Limited
(“HoldCo”). The shareholders
of HoldCo are certain funds
managed by affiliates of The Carlyle Group, L.P (“Cariyle”)
and Old Mutual Private Equity,
a division of Old Mutual Investment
Group (Proprietary) Limited, on behalf of certain funds advised by it
(“OMPE Fund IV”).
[3] The primary
target firm is TiAuto, a private company which is involved in the
wholesale and retail supply of passenger car tyres
and aftermarket
alloy wheels in Southern Africa.
Proposed
transaction
[4] Thorough a
series of transactions OpCo will acquire the business of TiAuto and
its subsidiaries. We were advised at the hearing
that present
management will acquire shares in OpCo at a later stage but that does
not form part of the present notified transaction.
Competition
assessment
[5] The Commission
submitted that the proposed transaction does not give rise to any
horizontal or vertical overlaps. This is because
the acquiring firms
are largely investment entities and they do not have any interest in
firms directly involved in similar businesses
as the target firm; as
such no accretion in market shares will take place. The Commission
thus came to the conclusion that the
proposed transaction is unlikely
to substantially prevent or lessen competition in any market.
Public Interest
[6] The proposed
transaction will not result in any retrenchments as the business of
TiAuto will continue to operate on a standalone
basis and will not be
integrated into the acquiring firms. The proposed transaction will
result in no other public interest concerns
and the Commission thus
recommended that the proposed transaction be approved
unconditionally.
CONCLUSION
[7] We agree with
the Commission that the proposed transaction is unlikely to
substantially prevent or lessen competition or harm
the public
interest and thus approve the transaction without conditions.
14 January 2015
DATE
Mr Norman Manoim
Mr Anton Roskam
and Ms Yasmin Carrim concurring.
Tribunal
Researcher:
Caroline
Sserufusa
For the merging
parties: Shawn Van Der Meulen of Webber Wentzel
For the
Commission:Relebohile Thabane