| Mon 14 Feb 2011, 9:18 | | MSM - Massmart Holdings Limited - Competition Commission Recommends |
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MSM
MSM
MSM - Massmart Holdings Limited - Competition Commission Recommends
unconditional approval for the offer by Walmart
Massmart Holdings Limited Wal-Mart Stores, Inc
(Incorporated in the Republic Incorporated in the State of Delaware
of South Africa) United States of America
Registration number Traded on the New York Stock Exchange
1940/014066/06 under the symbol "WMT"
Share code: MSM Acting through its indirect wholly-
ISIN: ZAE000029534 owned subsidiary
("Massmart") Main Street 830 (Proprietary) Limited
Registration number 2010/016839/07
("Walmart")
COMPETITION COMMISSION RECOMMENDS UNCONDITIONAL APPROVAL FOR THE
OFFER BY WALMART
1. Introduction
Massmart shareholders are referred to the joint announcements published by
Massmart and Walmart on 29 November 2010, 17 January 2011 and 2 February
2011 as well as the circular to Massmart shareholders dated 9 December 2010
("the Circular") regarding Walmart`s offer to acquire 51 Massmart ordinary
shares from each Massmart ordinary shareholder (other than the excluded
shareholders) for every 100 Massmart ordinary shares held for a cash
consideration of R148,00 per ordinary share by way of a scheme of
arrangement in terms of section 311 of the Companies Act (Act 61 of 1973),
as amended ("the Scheme").
2. Competition Commission recommendation
Massmart shareholders are advised that on Friday, 11 February 2011,
Massmart and Walmart received notification that the Competition Commission,
in terms of section 14A of the Competition Act (Act 89 of 1998), had
recommended to the Competition Tribunal that the Scheme be approved without
conditions.
3. Outstanding conditions precedent
Massmart shareholders are reminded that the Scheme is still subject to the
fulfilment or, if applicable, waiver of the following conditions precedent:
3.1 receipt of regulatory approvals from all applicable competition
authorities;
3.2 from 25 November 2010 until 17:00 on the business day immediately preceding
the finalisation date, no material adverse change (as contemplated in the
Circular) has arisen; and
3.3 a certified copy of the order of Court, sanctioning the Scheme being
registered with the Registrar of Companies, which will be done once all of
the other conditions precedent to the Scheme have been fulfilled or, if
applicable, waived.
4. Important dates and times
Shareholders are advised that the important dates and times applicable to
the fulfilment of the conditions precedent to the Scheme and settlement as
set out in the announcement dated 29 November 2010 and the Circular,
including, inter alia, the anticipated finalisation date, the last day to
trade in Massmart ordinary shares in order to participate in the Scheme
consideration and the Scheme record date are no longer applicable.
Within the next few days, it is expected that the Competition Tribunal will
convene a pre-hearing conference at which the dates for the merger hearing
in relation to the Scheme will be determined. Shareholders will be advised
of these dates once they are made public. Within 10 business days of the
conclusion of the merger hearing, the Competition Tribunal will hand down
its decision on the Scheme. Assuming the Competition Tribunal either
approves the Scheme without conditions or subject to conditions acceptable
to Walmart and that no other conditions precedent to the Scheme remain
unfulfilled or if unfulfilled have been waived, the order of Court
sanctioning the Scheme will be registered with the Registrar of Companies.
The revised important dates and times will be released on SENS and
published in the South African press at that time.
Johannesburg
14 February 2011
Sponsor to Massmart
Deutsche Securities (SA) (Proprietary) Limited
Date: 14/02/2011 09:18:01 Produced by the JSE SENS Department.
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