COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM049Jul21
In the matter between:
Daimler Truck Holding AG Primary Acquiring Firm
And
Daimler Truck AG Primary Target Firm
E Daniels (Presiding Member)
I Valodia (Tribunal Member)
Panel:
T Vilakazi (Tribunal Member)
Heard on: 19 August 2021
Order Issued on: 19 August 2021
Reasons Issued on: 19 August 2021
ORDER
Further to the recommendation of the Competition Commission in terms of section
14A(1)(b) of the Competition Act, 1998 (“the Act”) the Competition Tribunal orders that–
1. the merger between the abovementioned parties be approved in terms of section
16(2)(a) of the Act; and
2. a Merger Clearance Certificate be issued in terms of Competition Tribunal Rule
35(5)(a).
19 August 2021
Presiding Member
Mr Enver Daniels
Date
Concurring: Prof Imraan Valodia and Dr Thando Vilakazi
Date : 19 August 2021
To : Webber Wentzel Attorneys
Case Number: LM049Jul21
Daimler Truck Holding AG And Daimler Truck AG
You applied to the Competition Commission on 16 July 2021 for
merger approval in accordance with Chapter 3 of the Competition
Act.
Your merger was referred to the Competition Tribunal in terms of
section 14A of the Act, or was the subject of a Request for
consideration by the Tribunal in terms of section 16(1) of the Act.
After reviewing all relevant information, and the recommendation
or decision of the Competition Commission, the Competition
Tribunal approves the merger in terms of section 16(2) of the Act,
for the reasons set out in the Reasons for Decision.
This approval is subject to:
x no conditions.
the conditions listed on the attached sheet.
The Competition Tribunal has the authority in terms of section 16(3)
of the Competition Act to revoke this approval if
a) it was granted on the basis of incorrect information for which
a party to the merger was responsible.
b) the approval was obtained by deceit.
c) a firm concerned has breached an obligation attached to
this approval.
The Registrar, Competition Tribunal
Notice CT 10
About this Notice
This form is prescribed by the Minister of Trade and Industry in terms of section 27 (2) of the Competition Act 1998 (Act No. 89 of 1998).
Contacting
the Tribunal
The Competition Tribunal
Private Bag X24
Sunnyside
Pretoria 0132
Republic of South Africa
tel: 27 12 394 3300
fax: 27 12 394 0169
e-mail: ctsa@comptrib.co.za
Merger Clearance Certificate
This notice is issued in
terms of section 16 of
the Competition Act.
You may appeal
against this decision to
the Competition
Appeal Court within 20
business days.
1
COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM049Jul21
Daimler Truck Holding AG (Acquiring Firm)
and
Daimler Trucks AG (Target Firm)
REASONS FOR DECISION
[1] On 19 August 2021, the Competition Tribunal unconditionally approved a large merger
between Daimler Truck Holding AG (“DT Holding AG”) and Daimler Trucks AG
(“DTAG”).
[2] The acquiring firm, DT Holding AG is a newly established entity incorporated under the
laws of Germany for purposes of the proposed transaction. DT Holding AG is a wholly
owned subsidiary of Daimler AG (“DAG”). DAG is a publicly listed stock corporation
incorporated in accordance with the laws of Germany and is listed on the Stuttgart and
Frankfurt Stock Exchanges. DAG's shares are widely held such that DAG is not
controlled by any one firm. Other firms controlled by DAG include Mercedes-Benz AG
and Daimler Mobility AG.
[3] The target firm, DTAG, is a related company and is also a wholly owned subsidiary of
DAG. Within the Daimler Group, DTAG operates the trucks and buses business which
focusses on the manufacturing and sale of trucks and buses in various jurisdictions. 1
In South Africa, DTAG controls Ukuvela Holdings Proprietary Limited 2 and Daimler
Trucks and Buses Southern Africa Proprietary Limited.3
[4] The proposed transaction essentially entails the unbundling of DTAG by DAG into a
standalone listed company. Through this merger, DAG’s trucks and buses business is
being divested to a newly established entity – DT Holding AG – resulting in DAG losing
control over DTAG while maintaining a non-controlling minority shareholding. The
rationale is
The merging parties submit that
1 As part of the preparatory steps to facilitate the Proposed Transaction,
2 Ukuvela Holdings in turn controls Atlantis Foundries Proprietary Limited and Ukuvela Properties
Proprietary Limited.
3 DTFS SA is a wholly owned subsidiary of Daimler Trucks and Buses Southern Africa Proprietary
Limited.
The merging parties submit that
Limited.
The merging parties submit that
As part of the preparatory steps to facilitate the Proposed Transaction,
2
[5] Given that DT Holding AG is a newly established entity that does not conduct any
activities; the Competition Commission (“Commission”) found no horizontal or vertical
overlaps in the activities of the merger parties.
[6] In terms of the public interest assessment, the Commission considered the impact of
the merger on employment. DT Holding AG does not have any employees in South
Africa. DTAG's South African employees are represented by the National Union of
Metalworkers of South Africa (NUMSA) and the United Association of South Africa
(UASA) and the employee representative. The Commission engaged with the unions
and the representative who indicated that the employees raised concerns largely
relating to employee benefits and incentives. The employee representatives are
utilising different platforms to engage and address the fears of the employees during
the consultation process. According to the employee representative, the merging
parties have committed that whole process will be done in line with the protections
afforded by section 197 of the Labour Relations Act.4
[7] The Commission found that – because the proposed transaction is unlikely to result in
a duplication of roles at the merging parties’ operations and in light of the merging
parties’ statement that the proposed transaction will not have a negative effect on
employment, in particular, there will be no retrenchments as a result of the proposed
transaction – the merger is unlikely to raise employment concerns.
[8] The Commission also considered the impact of the transaction on the spread of
ownership. In terms of the transaction steps,
5 This means the effective shareholding in the target firm
will not change. In this regard, the proposed transaction is unlikely to have an impact
on the spread of ownership by historically disadvantaged persons and workers.
[9] We agree with the Commission’s findings and conclude that the proposed transaction
[9] We agree with the Commission’s findings and conclude that the proposed transaction
is unlikely to substantially prevent or lessen competition in any relevant market, nor
have a negative impact on the public interest.
19 August 2021
Mr Enver Daniels Date
Prof Imraan I. Valodia and Dr Thando Vilakazi concurring
Tribunal Case Manager: Lutendo Maiwashe and Mpumelelo Tshabalala
For the Merging Parties: Burton Phillips and Daryl Dingley
For the Commission: Reabetswe Molotsi and Ratshidaho Maphwanya
4 Act No 66 of 1995.
5
ownership. In terms of the transaction steps,