COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM099Oct21
In the matter between:
Invicta Holdings Ltd Primary Acquiring Firm
And
Dartcom SA (Pty) Ltd Primary Target Firm
Panel: Y Carrim (Presiding Member)
M Mazwai (Tribunal Member)
AW Wessels (Tribunal Member)
Heard on: 13 December 2021
Order Issued on: 13 December 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).
13 December 2021
Presiding Member
Ms Yasmin Carrim
Date
Concurring: Ms Mondo Mazwai and Mr Andreas Wessels
Date : 13 December 2021
To : ENSafrica Attorneys
Case Number: LM099Oct21
Invicta Holdings Ltd And Dartcom SA (Pty) Ltd
You applied to the Competition Commission on 12 October 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.
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COMPETITION TRIBUNAL OF SOUTH AFRICA
Case no: LM099Oct21
Invicta Holdings Limited (Primary Acquiring Firm)
and
Dartcom SA (Pty) Ltd (Primary Target Firm)
REASONS FOR DECISION
[1] On 13 December 2021, the Competition Tribunal unconditionally approved a large
merger between the Invicta Holdings Limited (“Invicta”) and Dartcom SA (Pty) Ltd
(“Dartcom”).
[2] In terms of this transaction, Invicta Holdings intends to acquire as one indivisible
transaction:
a. of the entire issued share capital of Dartcom from Tuludi; and
b. All of the shares in and claims against Kgalauwane 2 (Pty) Ltd (“Kgalauwane
2”) which are held by Kgalauwane Properties.
[3] Dartcom and Kgalauwane 2, are both ultimately controlled by the
prior to the transaction.
[4] Pursuant to the implementation of the transaction, Invicta Holdings will acquire sole
control over Dartcom and Kgalauwane 2.
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[5] The Competition Commission (“the Commission”) did not find any horizontal overlaps
between the activities of the merging parties as Invicta does not sell any products or
render any services that are functionally substitutable with those offered by Dartcom
and Kgalauwane 2.
[6] Furthermore, the Commission found no vertical relationship between the activities of
the merging parties.
[7] Therefore, the Commission found that the proposed transaction is unlikely to
substantially prevent or lessen competition in any of the relevant markets.
[8] The transaction does not have any adverse effect on employment.
[9] As a direct result of the proposed transaction, the BBBEE shareholdings in Dartcom
will decrease and Dartcom will move from being a level BBBEE contributor to being
a level BBBEE contributor.
[10] However, the merging parties indicate that as part of the purchase price for the
acquisition of share in Dartcom, Tuludi will gain a shareholding in Invicta. Thus, the
proposed merger will allow a Historically Disadvantaged Firm, Tuludi (indirectly the
to diversify its equity stake in Dartcom through its shareholding in
Invicta.
[11] The Commission also notes the BBBEE Shareholders of Dartcom (Tuludi) will now
have a shareholding in a bigger firm with a higher total revenue as opposed to the
lower total revenue of Dartcom.
[12] With respect to a greater spread of ownership, the merging parties indicate that since
the proposed transaction will result in Dartcom forming part of the broader Invicta
Group, the merger will enable the employees of the Dartcom to participate as
beneficiaries of the Humulani Employee Incentive Trust.
[13] In addition to above, the parties submitted that the employees of Dartcom will benefit
from Invicta Holding's SETA accredited training initiatives with online and practical
courses and qualifications on offer for free of charge and also the Dartcom‘s
employees will benefit from Invicta Holdings mentorship programmes where
employees will benefit from Invicta Holdings mentorship programmes where
employees are mentored to ensure they reach their full potential in the workplace.
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[14] There are no other public interest concerns.
[15] We conclude d that the proposed transaction is unlikely to substantially prevent or
lessen competition in any relevant market, or to have a negative impact on the public
interest.
13 December 2021
Ms Yasmin Carrim Date
Ms Mondo Mazwai and Ms Andreas Wessels concurring
Tribunal Case Manager: Kameel Pancham
For the Merging Parties: Richardt van Rensburg from ENS Africa
For the Commission: Zintle Siyo and Themba Mahlangu