Automated Summary
Key Facts
Toyota Tsusho Corporation and Toyota Tsusho Africa (Pty) Ltd acquired 30% and 20% shares respectively in Subaru Southern Africa (Pty) Ltd (Subaru SA), a wholly owned subsidiary of Barloworld Motor. The Competition Tribunal unconditionally approved the merger on 2008-10-15, citing no overlap in activities between the merging firms and no substantial prevention of competition. Post-merger, Subaru SA will be jointly controlled by Toyota Tsusho Corporation, Toyota Tsusho Africa, and Barloworld Motor.
Issues
The primary issue addressed was whether the merger between Toyota Tsusho Corporation, Toyota Tsusho Africa, and Subaru Southern Africa would substantially prevent or lessen competition in the South African market. The Commission analyzed potential vertical relationships, noting that Toyota Tsusho Corporation acts as an intermediary between FHI (Subaru's Japanese manufacturer) and Subaru SA, but concluded no input or customer foreclosure would occur. The tribunal agreed, emphasizing the lack of activity overlap between merging firms and Subaru SA's minimal market share (0.5%), leading to an unconditional approval of the transaction.
Holdings
- The Competition Tribunal concluded that there are no public interest issues and that the transaction is unconditionally approved, as stated in the final decision dated 30 October 2008.
- On 15 October 2008 the Competition Tribunal issued a Merger Clearance Certificate unconditionally approving the merger between Toyota Tsusho Corporation, Toyota Tsusho Africa (Pty) Ltd and Subaru Southern Africa (Pty) Ltd. The reasons for this decision are outlined in the document.
Cited Statute
Competition Act, 1998
Judge Name
- N Manoim
- M Mokuena
- D Lewis
Passage Text
- On 15 October 2008 the Competition Tribunal issued a Merger Clearance Certificate unconditionally approving the merger between Toyota Tsusho Corporation, Toyota Tsusho Africa (Pty) Ltd and Subaru Southern Africa (Pty) Ltd.
- There are no public interest issues. Accordingly the transaction is unconditionally approved.
- The Commission's assessment of the vertical relationship revealed that the proposed transaction will not result in input foreclosure as Toyota Tsusho Corporation does not act as an intermediary for any other Subaru motor vehicle dealership in South Africa. With regard to customer foreclosure, the Commission found that the proposed transaction would not give rise to any customer foreclosure as Subaru SA is only distributing Subaru motor vehicles in South Africa.