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[2015] ZACT 98
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Masana Petroleum Solutions (Proprietary) Limited v BP Southern Africa (Proprietary) Limited and Others (LM112Aug15) [2015] ZACT 98 (18 November 2015)
COMPETITION
TRIBUNAL OF SOUTH AFRICA
Case
No: LM1
1
2Aug15
In
the matter between:
Masana
Petroleum
Solutions
(Proprietary)
Limited
Primary Acquiring Firm and
BP
Southern Africa (Proprietary) Limited
with
respect to the Mining Lubricants and
Specialty
Chemicals
Divisions
Primary Target Firms
Panel
: Medi Mokuena (Presiding Member)
: Anton Roskam (Tribunal
Member)
:Andiswa Ndoni (Tribunal
Member)
Heard
on
: 21 October 2015
Order
Issued on
: 21 October 2015
Reasons
Issued on
: 18 November 2015
Reasons
for Decision
Approval
[1]
On 21 October 2015, the Competition Tribunal ("Tribunal")
unconditionally approved the merger between Masana Petroleum
Solutions (Proprietary) Limited ("Masana") and BP Southern
Africa (Proprietary) Limited.
[2]
The reasons for approving the proposed transaction follow.
Parties
to transaction
Primary
acquiring firm
[3]
The primary acquiring firm, Masana is controlled by BP South Africa
which is in turn controlled by BP Global Investments Ltd,
which is a
wholly owned subsidiary of BP pie. Masana is involved in the
distribution of petroleum products such as petrol.
Primary
target firm
[4]
The Target firms are the distribution channel of the Mining
Lubricants and Speciality Chemicals Divisions
{"Target
Businesses") of BP. The Target Businesses do not control any
firm. The Target Businesses are involved in the
distribution of
mining lubricants and specialty chemicals.
Proposed
transaction and rationale
[5]
In terms of the proposed transaction Masana will acquire the Target
businesses as a going concern. Pursuant to the transaction
Masana
will own and control the Target Businesses while BP will retain
indirect control of the Target Businesses.
[6]
The merging parties submitted that the proposed transaction is in
line with their business strategy to increase BEE ownership.
Impact
on competition
[7]
The Commission, when investigating the activities of the merging
parties found that there is no overlap between the merging
parties
because Masana is not active in the distribution of mining lubricants
and speciality chemical products.
[8]
The Commission found that the proposed transaction would result in a
vertical relationship as Masana would be responsible for
the
distribution of mining lubricants and speciality products. The
Commission is of the view that the vertical relationship identified
would not result in foreclosure concerns as there are no third
party distributors that would be foreclosed as a result of
the merger
because the status quo post-merger remains unchanged. Based on this,
the Commission is of the view that the proposed
transaction is
unlikely to substantially prevent or lessen competition.
[9]
The Tribunal accepts the Commission's findings and find that the
vertical overlap, does not present any foreclosure concerns.
We
therefore conclude that the proposed transaction is unlikely to
substantially prevent or lessen competition in any market within
South Africa.
Public
interest
[10]
The
merging
parties confirmed
that
the
proposed
transaction
will
not
result
in
an
adverse
impact
on
employment.
[1]
The
proposed transaction further
raises
no
other
public interest concerns
.
Conclusion
[11]
In light of the above, we conclude that the proposed transaction is
unlikely to substantially prevent or lessen competition
in any
relevant market. In addition, no public interest issues arise
from the proposed transactions . Accordingly, we approve
the proposed
transaction unconditionally.
18
November 2015
DATE
_________________________
Ms
Medi Mokuena
Mr
Anton
Roskam and
Ms Andisa
Ndoni
concurrin
g
Tribunal
Researcher:
Aneesa Ravat
For
the merging parties:
Anton
Roets of Nortons Inc
For
the Commission:
Billy Mabatamela, Seema Nunkoo and Xolela Nokele
[1]
Inter
alia
merger
record page 8.