About SAFLII
Databases
Search
Terms of Use
RSS Feeds
South Africa: Competition Tribunal
SAFLII
>>
Databases
>>
South Africa: Competition Tribunal
>>
2015
>>
[2015] ZACT 75
|
|
Ompe GP IV Proprietary Limited v Middle Road Packers Proprietary Limited (LM170Nov15) [2015] ZACT 75 (7 December 2015)
COMPETITION
TRIBUNAL
OF
SOUTH
AFRICA
Case
No: LM170Nov15
In
the matter between:
OMPE
GP IV Proprietary
Limited
Primary Acquiring Firm
and
Middle
Road
Packers
Proprietary
Limited
Primary Target Firm
Panel
: Yasmin Carrim (Presiding Member)
:
lmraan Valodia (Tribunal Member)
: Fiona Tregenna
(Tribunal Member)
Heard
on
: 2 December 2015
Order
Issued on
: 2 December 2015
Reasons
issued on :
7 December 2015
Reasons
for Decision
Approval
[1]
On 2 December 2015, the Competition Tribunal ("Tribunal")
unconditionally approved the merger between OMPE GP IV Proprietary
Limited ("OMPE") and Middle Road Packers Proprietary
Limited ("Middle Road").
[2]
The reasons for approving the proposed transaction follow.
Parties
to transaction
Primary
acquiring firm
[3]
primary acquiring firm OMPE is a private equity company which is
acting in its capacity as the ultimate general parent of OMPE
Fund IV
Partnership ("OMPE Fund IV"). OMPE is advised by Old Mutual
Private Equity which is a division of Old Mutual
Alternative
Investment Holdings Proprietary Limited. These companies are
ultimately controlled by Old Mutual Group Holdings
(South Africa)
Limited ("OMSA"). OMSA is a wholly owned subsidiary of Old
Mutual (Netherlands) B.V which is in turn a
wholly owned subsidiary
of OM Group (UK) Limited ("OMUK"). OMUK is a wholly owned
subsidiary of Old Mutual pie. All the
above funds/firms as well as
the firms controlled by them will be cumulatively referred to as the
"Acquiring Group."
[4]
The Acquiring Group is an international long-term savings, insurance,
banking and investment group which offers a range of financial
products and services. OMPE Fund IV is a private equity fund that
comprises various limited partners while its parent OMPE is a
private
equity manager.
Primary
target firm
[5]
The primary target firm, Middle Road is controlled by lnterfruit
Holdings Ltd. Middle Road holds 52.5% of the issued share capital
of
ln2Food Group (Pty) Ltd ("ln2Food") which in turn controls
several subsidiaries. Cumulatively, Middle Road, ln2Food
and its
subsidiaries will be referred to as the "Target Group".
[6]
Middle Road is an investment holding company which does not trade but
provides management services to its subsidiaries. ln2Food
is a food
processing company involved in the processing of a number of pre-
packaged foods, juices and confectionary items including
but not
limited to the following; pizza, meal solutions and snacking items.
Proposed
transaction and rationale
[7]
The proposed transaction involves OMPE acquiring 31% of the
issued share capital of Middle Road. As a result of the proposed
transaction OMPE will directly control Middle Road and indirectly
control ln2Food.
[8]
The Acquiring Group submitted that the proposed transaction was based
on previous experience in the sector which led to the
conclusion that
the acquisition of shares would present an opportunity for it to
achieve good returns. Middle Road submitted that
the proposed
transaction would enable it to consolidate its position in the
market.
Impact
on competition
[9]
According
to
the
Competition Commission's
("the
Commission") findings the proposed transaction does not result
in a substantial
lessening
of competition
in any
market because
the
activities
of
the
merging
parties
do
not
overlap
as
no
entity
in
the
Acquiring
Group
provides
products or services that could be reasonably substitutable to
products or services
provided by
the Target
Group.
[1]
[10]
We concur with the Commission's competition assessment that the
proposed transaction is unlikely to substantially prevent or
lessen
competition in any relevant market as there is no overlap present.
Public
interest
[11]
The
merging
parties
confirmed
that
the
proposed
transaction
will
not
result
in an
adverse
impact on employment and raises no other public interest concerns.
[2]
Conclusion
[12]
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 transaction. Accordingly, we approve
the proposed transaction unconditionally.
07
December
2015
DATE
_______________________
Ms
Yasmin Carrim
Prof
lmraan Valodia and Prof Fiona Tregenna concurring
Tribunal
Researcher:
Aneesa Raval
For
the merging parties: Nkonzo
Hlatshwayo of Webber Wentzel
For
the Commission:
Rakgole Mokolo, Seema Nunkoo and
Xolela Nokele
[1]
Inter
alia
merger
record page 449
[2]
Inter
alia
merger
record
page 414.