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COMPETITION TRIBUNAL OF SOUTH AFRICA
Case no: LM197Feb21
Al Rayyan Holding LLC (Primary Acquiring Firm)
And
Enel Green Power Matimba 1 s.r.l (Primary Target Firm)
Heard on: 10 March 2021
Order Issued on: 10 March 2021
Reasons Issued on: 10 March 2021
Revised Reasons Issued on: 24 March 2021
REASONS FOR DECISION
[1] On 10 March 2021, the Competition Tribunal unconditionally approved the large
merger between Al Rayyan Holdings LLC (“Al Rayyan”) and Enel Green Power
Matimba NewCo 1 s.r.l (“EGP Matimba NewCo 1”).
[2] The transaction is an international transaction in which Al Rayyan, a company
incorporated according to the laws of Qatar, will acquire 50% of the entire issued share
capital held by Enel Green Power Matimba NewCo 1 from ENEL Green Power S.p.A,
(“EGP”) both incorporated under the laws of Italy.
[3] Post-merger, EGP Matimba NewCo 1 will be jointly controlled by Al Rayyan and EGP.
[4] Al Rayyan has in South Africa. Its controlling shareholder, Qatar
Investment Authority (“QIA”) is in South Africa through its
interest in Qatar Airways.
[5] EGP Matimba NewCo 1 is a limited liability company to be incorporated under the laws
of Italy as a subsidiary of EGP, which is in turn a wholly owned subsidiary of Enel S.p.A
(“Enel”), a publicly listed Italian utility. Post-merger, EGP Matimba NewCo will hold
EGP’s pre-existing 100% shareholding in Enel Green Power RSA Proprietary Limited
(“EGP RSA”). EGP RSA is incorporated in accordance with the laws of the Republic
of South Africa and wholly owns Enel Green Power RSA 2 (RF) (“EGP RSA 2”). EGP
RSA 2 controls five R4 Project Companies which were awarded bids under round 4
(R4) of the Renewable Energy Independent Power Producer Procurement Programme
(“REIPPPP”).
[6] The Competition Commission (“Commission”) found no horizontal or vertical overlaps
in the activities of the merging parties.
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[7] The proposed merger does not give rise to negative employment effects as no retrenchments are envisaged. The employees of the target firm will be transferred to the acquiring firm under the same terms of employment. In relation to the impact on Small Business and Black Economic Empowerment (“BEE”), the merged entity will reduce its shareholding in 4(four) of its renewable energy Project Companies by up to 5% which will increase the shareholding of the existing historically disadvantaged individuals (“HDI”) shareholders in each of the Project Companies. [8] Taking all of the above into consideration, we concluded that the proposed transaction is unlikely to lead to a substantial prevention or lessening of competition in any relevant market. [9] The proposed transaction does not give rise to any public interest concerns. 24 March 2021 Mr Enver Daniels DateMs Mondo Mazwai and Ms Yasmin Carrim concurring.Tribunal Case Manager: Lumkisa Jordan For the Merging Parties: Mark Griffiths of Norton Rose Fulbright For the Commission: Wiri Gumbie and Rakgola Mokolo