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[2019] ZACT 58
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Bioko 752 (Pty) Ltd v Cargo Compass (South Africa) (Pty) Ltd (LM087Aug19) [2019] ZACT 58 (19 September 2019)
Competition
tribunal
SOUTH
AFRICA
COMPETITION
TRIBUNAL OF SOUTH AFRICA
Case
No: LM087Aug19
In
the matter between
Bioko
752 (Pty)
Ltd Primary
Acquiring Firm
And
Cargo
Compass (South Africa) (Pty)
Ltd Primary
Target Firm
Panel:
E Daniels (Presiding Member)
:
Y Carrim (Tribunal Member)
:
A Ndoni (Tribunal Member)
Heard
on: 18 September 2019
Order
Issued on: 19 September 2019
Reasons
Issued on: 19 September 2019
REASONS
FOR DECISION
Approval
[1]
On 19 September 2019, the Competition Tribunal (''Tribunal")
unconditionally approved the proposed transaction in terms
of which
Bioko 752 (Pty) Ltd ("Bioko") is acquiring control over
Cargo Compass (South Africa) (Pty) Ltd ("Cargo
Compass").
[2]
The reasons for the approval of the proposed transaction follow.
Parties
to the transaction
[3]
The primary acquiring firm is Bioko, a newly established entity that
was created for the purpose of the proposed transaction.
Bioko
currently does not conduct any business activities, nor does it
control any firm. Bioko is jointly controlled by Business
Venture
Investments No. 21 (Pty) Ltd ("BVl21") and Bopa Morou Fund
II (Pty) Ltd (Bopa Muruo).
[4]
BVl21 is controlled by RMB Private Equity (Pty) Ltd, which is
ultimately controlled by FirstRand Ltd. Bopa Moruo is wholly
controlled by Bopa Muruo Private Equity Fund Managers (Pty) Ltd
("Bopa Moruo Fund Managers"). Bioko, all the firms
controlling
Bioko and the firms they control will be collectively
referred to as the "Acquiring group". The Acquiring group
offers
a range of financial services,
inter alia,
private
banking, investment banking and private equity investments in
established businesses with long-term prospects for prosperity
and
growth.
[5]
The primary target firm is Cargo Compass, a firm that provides
freight forwarding services. Particularly, Cargo Compass provides
air
freight imports and exports forwarding, warehousing, storage,
distribution and other value added services. Cargo Compass
is
jointly owned by siblings, Angela Cinquina and Sebastiano Iorio.
Cargo Compass does not control any firm.
Proposed
transaction and rationale
[6]
Bioko intends to acquire 51.66% of the issued shares of Cargo Compass
from its shareholders through a series of steps. Post-merger,
Bioko
will hold the majority of the issued shares of Cargo Compass and
Sebastian Iorio, through his equity interest, will have
a negative
control over Cargo Compass. The remaining non-controlling
shareholding will be held by Angela Cinquina and the new management
of Cargo Compass.
Impact
on competition
[7]
The Competition Commission ("Commission") found no product
overlap between the activities of the merging parties as
no firm
within the Acquiring group offers services that are substitutable to
those provided by Cargo Compass. The Commission also
did not find any
vertical relationship that may arise from the merger. The Commission
therefore concluded that the proposed transaction
will not result in
a substantial prevention or lessening of competition in any market.
We find no reason to disagree with the Commission's
findings.
Public
interest
[8]
The proposed transaction raises no public interest concerns.
Conclusion
[9]
In light of the above, we concluded that the proposed transaction was
unlikely to substantially prevent or lessen competition
in any
relevant market. In addition, no public interest issues arise from
the proposed transaction. Accordingly, we approved the
proposed
transaction unconditionally.
______________________
Mr
Enver Daniels Presiding Member
19
September 2019
Date
Ms
Yasmin Carrim and Ms. Andiswa Ndoni concurring.
Tribunal
Case Manager : Kgothatso Kgobe
For
the Merging Parties : M Garden of ENS
For
the Commission
: Z Hadebe