compotltion trlbunal
'••I~ •frlr•
COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: LM092Aug16
In the matter between :
MAIN STREET 1440 PROPRIETARY LIMITED
and
Primary Acquiring Firm
MAIN STREET 1444 PROPRIETARY LIMITED AND
SMIT HOLDINGS SA PROPRIETARY LIMITED
Primary Target Firm(s)
Panel
Heard on
Order Issued on
Reasons Issued on
Approval
: Mondo Mazwai (Presiding Member)
: Yasmin Carrim (Tribunal Member)
: Prof lmraan Valodia (Tribunal Member)
: 12 October 2016
: 12 October 2016
: 11 November 2016
Reasons for Decision
[1] On 12 October 2016, the Competition Tribunal ("Tribunal") approved a proposed
transaction between Main Street 1440 Proprietary Limited and Main Street 14444
Proprietary Limited and SMIT Holdings SA Proprietary Limited.
[2] The reasons for approving the proposed transaction follow.
Parties to proposed transaction
Primary acquiring firm
[3] The primary acquiring firm is Main Stre~t 1440 Proprietary Limited ("BidCo"), a newly
incorporated acquisition vehicle of RMBV Ventures Seven Proprietary Limited
("RMBV").
[4] BidCo is a newly incorporated acquisition vehicle which does not engage in any
operations or business activities. BidCo is controlled by RMBV Ventures Seven
Proprietary Limited ("RBMV"). RMBV is a subsidiary of RMB Private Equity Proprietary
Limited ("RMB"), which is an indirect subsidiary of FirstRand Investment Holdings
Limited ("FRIHL"). FRIHL is a wholly owned subsidiary of FirstRand Limited
("FirstRand"). FirstRand is not controlled by any firm.
[5] FirstRand and all its subsidiaries will collectively be referred to as the Acquiring Group.
Primary target firm
[6] The primary target firm is Main Street 14444 Proprietary Limited ("NewCo") and SMIT
Holdings SA Proprietary Limited ("SHSA ").
[7] NewCo is a newly incorporated acquisition vehicle which shall be controlled by SHSA
prior to the implementation of the proposed transaction.
[8] SHSA is wholly controlled by SMIT International Overseas B.V. ("SIO"), a company
incorporated in accordance with the laws of the Netherlands.
[9] NewCo, SHSA and their subsidiaries shall be referred to as the "Target Firms".
Proposed transaction
[1 O] The Acquiring Group intends to acquire 100% of the issued share capital of the Target
Firms. Post-transaction, the Acquiring Group will control the Target Firms.
2
Impact on competition
[11] The Acquiring Group operates through a portfolio of business franchises, namely
RMB1, First National Bank and Westbank. It is active in the financial service sector
which includes retail banking, broking, asset/investment management, private client
management, corporate finance, interest rate management, project finance, risk
management, mortgage lending as well as other banking solutions.
[12] The Target Firms' activities include the provision of offshore maritime services,
terminal services and in-port bunker supply services in South Africa.
[13] The Competition Commission rcommission") considered the activities of the merging
parties and found that there is no product or service overlap, as the Acquiring Group
does not have any investments in companies that are active in the provision of offshore
maritime services, terminal services and in-port bunker supply services in South Africa.
[14] Therefore the Commission concluded that the proposed transaction was unlikely to
substantially prevent or lessen competition in any market in South Africa.
[15] We concur with the Commission's conclusion.
Public interest
[16] The merging parties submitted that the proposed transaction will not have any effect
on employment in South Africa, and no job losses including redundancies or
retrenchments are expected to arise from the proposed transaction.
[17] Furthermore, the proposed transaction does not raise any other public interest
concerns.
Conclusion
[18] 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
1 RMB is a diversified financial services brand encompassing investment banking, fund management , corporate
banking, private equity and advisory services. All business in the RMB brand stable are part of the wider
FirstRand Group.
3
public interest issues arise from the proposed transaction. Accordingly, we approve
the proposed transaction without conditions.
Ms Mondo Mazwai
11 November 2016
DATE
Ms Yasmin Carrim and Prof lmraan Valodia concurring
Tribunal Researcher:
For the merging parties:
For the Commission:
Busisiwe Masina
Mark Garden of Edward Nathan Sonnerberg Inc.
Nolubabalo Myoli
4