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Travelstart Online Travel Operations (Pty) Ltd (Travelstart) v Club Travel SA (Pty) Ltd (Club Travel SA)) and Flightsite (Pty) Ltd (Flightsite)

The Commission has unconditionally approved the proposed merger whereby Travelstart intends to acquire Club Travel SA and Flightsite.

Travelstart is an online travel agency (OTA) that provides customers with an online booking platform for travel. Travelstart’s focus is on the leisure travel market, allowing end customers to compare prices across suppliers for local and international flights, accommodation and car hire and to make reservations directly through its website. For suppliers such as airlines, Travelstart provides a platform through which airlines can sell their tickets to end customers. It is a route to market for airlines. Travelstart does not itself own any of the inventory it sells to end customers.

Club Travel SA is a travel agency operating across South Africa. Club Travel SA mainly provides corporate travel services through Club Corporate. However, it also offers leisure travel services to a very limited extent although these services are not offered online and therefore are not comparable to the service offerings of OTAs such as Travelstart. Club Corporate provides travel services to both the public and private sector which include flight tickets, accommodation and tour packages (flight tickets, accommodation, car hire and cruises).

Flightsite is a self-service online travel portal for flights. The online portal also advertises tour packages; however, these bookings cannot be made online. It only provides leisure travel services and as such it is not active in the corporate travel market. Flightsite also operates through Pick n’ Pay whereby customers can walk into Pick n’ Pay to purchase their travel tickets. In addition, through Pick n’ Pay, Flightsite also offers bus travel tickets for domestic travel. These are also offline services. Currently, Flightsite offers these travel services through 500 Pick n’ Pay stores nationally.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

Zamukele Moosrivier (Pty) Ltd (Zamukele) v Granary Normandien (Pty) Ltd (Granary)

The Commission has unconditionally approved the proposed merger whereby Zamukele intends to acquire Granary.

Zamukele is involved in the farming of grain products. The activities of the Zamukele in South Africa include the production of (i) yellow maize (ii) soya beans (iii) dry beans and (iv) citrus as well as fertilizer blending through Agron (Pty) Ltd. The Acquiring Group’s farming activities takes place in the Mpumalanga Province.

Granary is involved in the management of agricultural assets in South Africa. Specifically, Granary is involved in the production and sale of yellow maize, soya beans and wheat. Granary’s farm is situated in the Northern Cape Province.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

K2018543984 (South Africa) (Pty) Ltd (K2018 SA) v Mabilo Investments (Pty) Ltd (Mabilo)

The Commission has unconditionally approved the proposed merger whereby K2018 SA intends to acquire Mabilo.

K2018 SA is an investment holding company established to hold the shareholding investment in Mabilo. Apart from this investment, K2018 SA does not have any other business interests.

Mabilo owns and operates KFC outlets in the Gauteng province.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

Laula Consortium (Pty) Ltd (Laula) v The Building and Civil Engineering Construction business (Building and Civil Business) of Grinaker-LTA (Pty) Ltd (Grinaker-LTA)

The Commission has unconditionally approved the proposed merger whereby Laula intends to acquire the Building and Civil Business from Grinaker-LTA.

Laula is a newly established firm for the purposes of the proposed transaction. OTEO is an investment holding firm that holds interest in companies active in shopping centre development and management; manufacture of water and sanitation pipelines; manufacture of polyethylene terephthalate preforms, bottles and closures for beverages, edible oils and pharmaceuticals.

The Building and Civil Business has two units being the building unit and the civil engineering unit. The building unit is involved in design, building and construction management services for housing, medical and science facilities, airports and landmark facilities. The civil engineering unit’s services include construction of dams, pipelines, reservoirs, water schemes and treatment facilities and mining infrastructure.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

Lebashe Investment Group (Pty) Ltd (Lebashe) v Tiso Blackstar Group (Pty) Ltd (TBG SA), Rise Broadcast (Pty) Ltd and Vuma 103 FM (Pty) Ltd (Vuma)

The Commission has recommended that the Competition Tribunal (Tribunal) approve the proposed transaction whereby Lebashe intends to acquire TBG SA and Vuma (Target Group) without conditions.

Lebashe is a 100% black owned investment holding company with shares in companies that operate in the financial services and ICT sectors.

The Target Group operates in the printing and digital media services as well as the broadcasting and content services sectors (through Business Day Tv, the Home Channel and Film and Production). The Target Group also operates radio business (Rise FM and Vuma 103 FM).

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

Brookfield Asset Management Inc (Brookfield) v X-Elio Energy S.L. (KKR)

The Commission has unconditionally approved the proposed merger whereby Brookfield intends to acquire KKR.

Brookfield is a global asset management company. Brookfield owns and operates assets on behalf of shareholders and clients with a focus on property, renewable energy, infrastructure and private equity.

X-Elio is a company incorporated in accordance with the company laws of Spain. X-Elio is controlled by Aurora Energy Holding, S.L.U. (Aurora).  X-Elio specialises in the development, construction, operation and maintenance of solar plants in Europe (Spain and Italy), Japan, South America, the Middle East, South Africa and North America (USA and Mexico). In South Africa, X-Elio is active in the broad market for renewable energy generation, and more specifically, in the market for renewable solar energy generation.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

Kutana Communications (Pty) Ltd (Kutana Comms) v Atio Corporation (Pty) Ltd (Atio)

The Commission has conditionally approved the proposed merger whereby Kutana Comms intends to acquire Atio.

Kutana Group is 100% black women owned investment holding group. Kutana Group has a diverse portfolio of investments and holds interests in several entities which are active in the following industries: manufacturing, financial services, property and related services, agriculture, food services, steel and construction. Kutana Comms is a special vehicle which has been specifically established to house the Business being acquired in terms of the proposed transaction.

Atio is a private company incorporated in accordance with the company laws of South Africa. The assets being acquired consist of Atio’s two business units, namely, Interactive and Telecoms. Atio does not control any firm. The Telecoms Division is predominantly a services business assuring the quality, security and performance of communication networks in South Africa and across the African continent.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. However, the Commission found that the proposed transaction will result in the forced retrenchment of 1 employee. The Commission imposed a condition that this employee be reinstated. Furthermore, the Commission imposed a condition that  there should be no merger-specific retrenchments  for a period of three years and; in the event that the economy recovers and opportunities arise within the merged entity, the employees who accepted Voluntary Separation Packages pre-merger should be given preference for any vacancies, provided they meet the criteria and they are unemployed.

Brookfield Asset Management Inc (Brookfield) v Oaktree Capital Group, LLC (Nology Distribution)

The Commission has recommended that the Tribunal approve the proposed transaction whereby Brookfield intends to acquire OCG with conditions.

Brookfield is a global asset manager. Brookfield owns and operates assets with a focus on real estate, renewable power, infrastructure and private equity. In South Africa, Brookfield has interests in Core Energy (RF) (Pty) Ltd; GrafTech South Africa (Pty) Ltd and Westinghouse Electric South Africa (Pty) Ltd. These entities are involved in several activities ranging from operating and maintaining solar plant facilities; manufacturing of refractory products (such as carbon and semi-graphite refractory bricks); manufacturing and distribution of battery technologies for vehicles as well as providing nuclear and non-nuclear engineering solutions. Brookfield does not have registered funds in South Africa.

OCG is also a global asset manager with an asset portfolio in credit, private equity, real estate and listed equities. OCG holds shareholding interests in entities that are involved in the retail and wholesale supply of active sports or lifestyle footwear, apparel and accessories in South Africa. Some of the brands housed by the entities include Quiksilver, Roxy, DC, Billabong, RVCA, Element, Xcel, Von Zipper, Honolua, Kustom and Palmers. Like Brookfield, OCG does not have registered funds in South Africa.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets.

The merging parties provided an unequivocal statement that there would be no retrenchments as a result of the merger. Therefore, the Commission found that the merger is unlikely to have a negative impact on employment and concluded that the transaction did not raise any public interest concerns

Brenntag (Holding) B.V. (Brenntag) v Crest Chemicals (Pty) Ltd (Crest Chemicals)

The Commission has unconditionally approved the proposed merger whereby Brenntag intends to acquire Crest Chemicals.

Brenntag imports and distributes specialty chemicals throughout a variety of industries in South Africa. Crest Chemicals imports and distributes commodity chemicals throughout a variety of industries in South Africa.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

Bain Capital Investors LLC (Bain Capital) v The Company Comprising the Kantar Group (Kantar)

The Commission has conditionally approved the proposed merger whereby Bain Capital intends to acquire Kantar.

Bain Capital is a global private equity investment firm that invests, through its family of funds, in companies across various industries, including information technology, healthcare, retail and consumer products, communications, and financial services.

Kantar is active in the provision of market research services, media measurement services and marketing and communications services.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets.

The Commission approved the proposed transaction subject to employment conditions placing a moratorium on merger-specific retrenchments for a period of 2 years. The merging parties have agreed to these conditions.

Special Purpose Acquisition Partnership III (SPAP III) v Rosond Holdings (Proprietary) Limited (Rosond)

The Commission has recommended that the Tribunal approve the proposed transaction whereby SPAP III intends to acquire Rosond without conditions.

SPAP III is a special purpose vehicle incorporated for the purposes of the proposed transaction. The Capitalworks Group is a mid-market private equity business that operates private equity funds of international and domestic institutional investors, commercial banks, insurance companies, pension funds, family offices and individuals.

Rosond provides surface exploration, underground drilling, and geotechnical engineering services to mining and exploration industries.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

KKR & Co. Inc. (KKR) v Axel Springer SE (Axel Springer)

The Commission has unconditionally approved the proposed merger whereby KKR intends to acquire Axel Springer.

KKR is a global investment firm, which offers a broad range of alternative asset funds and other investment products to investors and provides capital market solutions for the firm, its portfolio companies and other clients.

Axel Springer is a media and technology company that is active in more than 40 countries. Axel Springer’s activities include the following: (i) provision of online classified portals in the areas of real estate, jobs, cars and a ‘general’ category; (ii) advertising services on performance or reach-based marketing and (iii) media services which comprise of analytics, studies, and digital market data for companies and institutions.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

Forever New South Africa (Pty) Ltd (FNSA) v Forever New (Pty) Ltd (FN)

The Commission has unconditionally approved the proposed merger whereby FNSA intends to acquire FN.

FNSA is involved, through its subsidiaries, in the retail market of the fashion industry and related industries (including warehousing and logistics services) in various countries, including South Africa. FNSA’s only operations in South Africa are through FN, the primary target firm.

FN is involved in the retail market for clothing, footwear and accessories under the brand “Forever New” through its retail outlets in South Africa as well as through Edgars retail stores and by way of online sales.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

RDC Erf 232 Rosebank (Pty) Ltd (RDC) v Oxford Parks (Pty) Ltd (Oxford Parks)

The Commission has unconditionally approved the proposed merger whereby RDC intends to acquire the rental enterprise comprising the land and the hotel building as well as all the rights of Oxford Parks (Pty) Ltd (Oxford Parks).

RDC Group is a property holding and investment company that specialises in the acquisition and management of commercial properties, particularly office and retail.

The primary target firm is the rental enterprise comprising land (Portion 1 of Erf 232, situated in Rosebank, Gauteng Province) and a hotel building that is yet to be developed.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

Zambesi Holdings (Pty) Ltd (Zambesi) v NJR Steel Holdings (Pty) Ltd (NJR)

The Commission has unconditionally approved the proposed merger whereby Zambesi intends to acquire NJR.

Zambesi is an investment holding company, holding shares in companies operating in the property industry and in the steel industry. Other than its interest in NJR, Zambesi does not have any shareholding interest in a company active in the steel industry.

NJR produces and sells mild steel (fencing, long products and flat products) and associated hardware products.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any significant public interest concerns.

Dynamic Brands Manufacturing (Pty) Ltd (Dynamic Brands) v Elvin Group, an operating division of Libstar Operations (Pty) Ltd (Target Business)

The Commission has unconditionally approved the proposed merger whereby Dynamic Brands intends to acquire the Target Business.

Dynamic Brands, manufactures and supplies certain concentrates (dilutables) and ready to drink (RTD) beverage products in South Africa under its own brands, and manufactures and packages certain private label products for the Boxer and U-save retail chains. Dynamic Brands' primary focus is on dairy-based concentrates which comprise approximately 95% of its production, with the remaining 5% being fruit-based products.

The Target Business includes Elvin’s Non-Alcoholic Beverages (NAB) production lines and equipment, as well as the intellectual property (Elvin's brands) and stock relating to concentrates and RTD beverages.

The Commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets. The Commission further found that the proposed transaction does not raise any public interest concerns.

Non-Referrals: The Commission has taken a decision to non-refer (not to prosecute) the following cases:

2.1   Flygoair v SA Airlink

The Commission is of the view that the conduct complained of does not contravene the Competition Act.

Issued by The Competition Commission of South Africa