1
COMPETITION TRIBUNAL OF SOUTH AFRICA
Case no: LM065Aug21
Bopa Moruo Fund II (Pty) Ltd
RMB Ventures Four (Pty) Ltd
New GX Ventures SA (Pty) Ltd (Primary Acquiring Firms)
and
ASOC I Bidco Three (Pty) Ltd (Primary Target Firm)
REASONS FOR DECISION
[1] On 08 October 2021, the Competition Tribunal (“Tribunal”) unconditionally approved a
large merger involving the acquiring firms: Bopa Moruo Fund II (Pty) Ltd (“Bopa
Moruo”), RMB Ventures Four (Pty) Ltd (“RMBV”) and New GX Ventures SA (Pty) Ltd
(“New GX”), and the target firm ASOC I Bidco Three (Pty) Ltd (“ASOC I Bidco”).
[2] The proposed transaction involves the three acquiring firms each acquiring a %
shareholding in ASOC I Bidco through a yet to be established special purpose vehicle.
Post-merger, the acquiring firms will jointly control ASOC I Bidco.1
[3] The acquiring firms are a consortium of investment companies. Bopa Moruo is a
private equity firm with investments in firms in a variety of industries, including
manufacturing, mobile sanitation, digital retail, flexible packaging and freight
forwarding. RMBV is a private equity investor which partners with companies to provide
flexible equity and debt funding packages. RMBV has investments in firms in a variety
of industries, including apparel, stolen vehicle recovery, telecommunications,
manufacturing and consumer goods. New GX is an investment company focused on
the telecommunications, technology and energy sectors.
[4] ASOC I Bidco is a holding company for its ultimate controller’s shareholding in SkyNet
South Africa (Pty) Ltd (“SkyNet SA”). SkyNet SA is a provider of express parcel and
courier services in South Africa.
Effect on competition
[5] The Competition Commission (“Commission”) considered the activities of the merger
parties and found no horizontal or vertical overlaps since none of the firms and/or funds
1 The remaining shares will be held by
2
managed by the acquiring firms offer products or services which may be reasonably
considered to be substitutable with the courier services of SkyNet SA.
Public interest
[6] In relation to employment, the merger parties submitted that there will be no negative
impact on employment nor any retrenchments arising from the proposed merger.
[7] The Commission found that there will be no integration of businesses that will occur
as the acquiring consortium are private equity firms who typically make investments in
various businesses without assuming management control. Accordingly, no integration
of businesses is envisaged that could conceivably raise duplication of roles and affect
employment.
[8] In relation to the spread of ownership, the Commission found that the proposed
transaction will have a positive impact on the promotion of a greater spread of
ownership. SkyNet SA is currently % owned by historically disadvantaged persons
(HDPs) through BEE Holdco. Post-merger, SkyNet SA will ultimately be % owned
by HDPs through the equity stakes by Bopa Moruo, RMBV and New GX in Holdco 1
(the SPV to be created). Furthermore, the merger parties submitted that post-merger,
the Bopa Moruo and New GX groups will be active shareholders in SkyNet SA who
will drive transformational objectives across ownership, management and the supply
chain in SkyNet SA.
[9] The merger parties further submitted that the consortium intends to increase the level
of black representation on SkyNet SA’s board post-transaction. The recruitment of
black operational executives in the business will be prioritised and this process will
commence as soon as practicable post-implementation.
[10] They also submitted that SkyNet SA already provides support to its workers through
various supply chain initiatives.
Conclusion
[11] We concur with the Commission’s finding that the proposed transaction is unlikely to
substantially prevent or lessen competition in any relevant market. Furthermore, the
substantially prevent or lessen competition in any relevant market. Furthermore, the
proposed transaction raises no public interest concerns.
18 October 2021
Mr Andreas Wessels Date
Mr Enver Daniels and Dr Thando Vilakazi concurring
Tribunal Case Manager: P Kumbirai
For the Merger Parties: L Mabidikane and M Sambo of Bowmans
For the Commission: N Myoli and G Mutizwa