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Jse Securities Exchange South Africa - Tribunal
Conditionally Approves Ahealth Bidco Merger
Jse Securities Exchange South Africa
TRIBUNAL CONDITIONALLY APPROVES AHEALTH BIDCO MERGER
The Competition Tribunal today, 2 March 2005, approved the
merger between Business Venture Investments No. 790 (BIDCO)
and Afrox Healthcare (Ahealth) subject to certain
conditions (which follow*).
Given the history of this transaction, the condition in
relation to MediClinic is designed to ensure that the
competition authorities scrutinise any transaction between
Ahealth and its rivals that would otherwise not be
notifiable in terms of the Competition Act. The condition in
relation to RMB addresses vertical concerns that arise out
of First Rand`s interests in Discovery and AHL; and it is
intended to ensure that if First Rand acquires a larger
interest in Ahealth, this too would be subject to scrutiny
by the competition authorities.
*CONDITIONS
ELIMINATION OF CROSS-HOLDINGS
1. Regarding the interest of Mvelaphanda Capital (Pty) Ltd
and Management of Mvelaphanda Capital (Pty) Ltd
(collectively referred to as `Mvelaphanda`) in Tshwane
Private Hospitals (Pty) Ltd (`Tshwane Private Hospitals`):
1.1 Mvelaphanda must dispose of its entire shareholding in
Tshwane Private Hospitals within three months from date of
this order or such longer period as the competition
authorities may take to approve the merger notified to it
regarding that disposal.
1.2 All directors of Mvelaphanda on the boards of Curamed
Holdings Limited and Tshwane Private Hospitals must resign
from the latter two boards, within one month of the date of
this order.
1.3 Dr Jackie Mphafudi, who is a director on the board of
Medi-Clinic and also a director of Mvelaphanda, must resign
from the board of Medi-Clinic within one month of the date
of this order.
2. Regarding the Industrial Development Corporation`s
(`IDC`) interest in the Clinix Healthcare Group Limited
(`Clinix`), provided the IDC acquires a shareholding in
Bidco:
2.1 The IDC must dispose of its entire direct or indirect
shareholding in Clinix within six months from the date on
which it acquires shares in Bidco.
2.2 Any employee of the IDC, who is a director on the board
of Clinix, must resign within one week of the date on which
the IDC concludes the agreements necessary to give effect to
the divestiture contemplated in 2.1.
B. RESTRICTIONS ON SALES OF EQUITY
1. For a period of 3 years from the date of this order -
1.1. If any shareholder in Bidco or the Company sells equity
in Bidco or the Company to Medi-Clinic or to Netcare then
that sale must be notified to the Competition Commission as
a large merger;
1.2. If RMB acquires additional equity in the Company,
directly or indirectly, so that its total effective equity
in the Company is in excess of 25%, then the transaction,
which raises the equity above that level (`additional equity
transaction`), must be notified to the Competition
Commission as a large merger.
1.3. Provided that the condition in paragraph B 1.2 -
1.3.1 Only applies for so long as First Rand Limited or
any company controlled by it, holds in excess of 45% of the
equity in Discovery Health Limited;
1.3.2 Does not apply if RMB disposes of the equity that
gave rise to the additional equity transaction within 3
months of the date that it was acquired, and provided
further that it gives notice to the Commission at the time
it acquires the additional equity and at the time when it
disposes of it.
Issued by: Jane Sussens
Communications Advisor
Tel: (011) 483 2687
Cell: 082 920 0875
Fax: (011) 483 2686
On Behalf of: Shan Ramburuth
CEO
The Competition Tribunal
Tel: (012) 394 3353
Fax (012) 394 0169
Cell: 083 357 1685
E-Mail: shanr@comptrib.co.za
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