Nampak WiegandGlass

The judgment

The court's own file

COMPETITION TRIBUNAL OF SOUTH AFRICA Case No: 03/LM/Jan12 In the matter between: Nampak Products Limited Acquiring Firm And Nampak Wiegand Glass (Pty) Ltd Target Firm Panel : Andreas Wessels (Presiding Member) Medi Mokuena (Tribunal Member) Merle Holden (Tribunal Member) Heard on : 22 February 2012 Order issued on: 22 February 2012 Reasons issued on: 27 February 2012 Reasons for Decision Approval

[1]On 22 February 2012 the Competition Tribunal (“Tribunal”) approved the merger between Nampak Products Limited and Nampak Wiegand Glass (Pty) Ltd. The reasons for approving the proposed transaction follow below. 1 Parties to the transaction

[2]The primary acquiring firm is Nampak Products Limited (“Nampak Products”), a wholly-owned subsidiary of publicly traded Nampak Limited.

[3]Nampak Limited is a diversified packaging company manufacturing a wide range of packaging products including metal, paper, plastic and glass packaging products. However, its involvement in the manufacturing of glass packaging products is limited to its investment in Nampak Wiegand Glass (Pty) Ltd (“NWG”).

[4]The primary target firm is NWG, a joint venture owned in two equal parts by Nampak Products (50%) and Wiegand-Glas SA (Pty) Ltd (“Wiegand-Glas”) (50%). NWG holds no investment or shareholder interest in any other firm.

[5]NWG manufactures a diverse range of returnable and non-returnable glass containers to the beverage and food industries. Proposed transaction

[6]In terms of the proposed transaction, Nampak Products intends to buy out its current joint venture partner by acquiring from Wiegand-Glas its 50% interest in the issued share capital of NWG. Upon implementation of the transaction, Nampak Products therefore will have a 100% interest in and sole control over NWG. Rationale for the transaction

[7]The rationale for the proposed merger is that the Nampak Group considers glass manufacture as one of its core businesses, which it would therefore like to expand. Impact on competition

[8]There is no product overlap between the activities of the merging parties since Nampak Limited’s involvement in the manufacturing of glass packaging products is limited to its pre-merger interest in NWG. 2 Therefore the proposed transaction does not affect competition in any relevant market. Public interest

[9]The merging parties confirmed that there will be no adverse effect on employment as a result of the proposed transaction 1 . No other public interest issues arise as a result of this transaction. CONCLUSION

[10]We conclude that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market. Furthermore, the proposed transaction raises no public interest concerns. Accordingly, we approve the proposed merger unconditionally. ____________________ 27 February 2012 ANDREAS WESSELS DATE Medi Mokuena and Merle Holden concurring Tribunal researcher: Nicola Ilgner For the merging parties:Bowman Gilfillan For the Commission: Mogalane Matsimela 1 See pages 8, 126 and 127 of the record. 3