During November 2011, Anglo American plc (“Anglo”) announced an agreement whereby it acquired an incremental interest in De Beers, thereby increasing its 45% shareholding in the world’s leading diamond company to up to 85%. Anglo entered into an agreement with CHL Holdings Limited (“CHL”) and Centhold International Limited (“CIL”), together representing the Oppenheimer family interest in De Beers (“CHL group”), to acquire their 40% stake in DB Investments and De Beers SA (“De Beers”). The transaction sees the Oppenheimer family, which has controlled De Beers for over 80 years, exiting the diamond industry. Anglo has been a significant shareholder in De Beers since 1926, and has been its largest shareholder since De Beers became a private company in 2001. Nortons Inc. acted for Anglo and the CHL group in notifying the transaction and obtaining the necessary approvals in Southern Africa.
Nortons Inc. advised Caxton and CTP Publishers and Printers in a review of the Commission’s decision to approve unconditionally the small merger between Paarl Media (Proprietary) Limited and Primedia@Home, a division of Primedia Limited. On review, the Tribunal ordered that the Commission’s decision be set aside and that the merger be remitted to the Commission to be considered afresh by a new team of investigators. The merger was subsequently prohibited by the Commission. The Commission found that this transaction would substantially lessen competition in the market for knock-and-drop leaflet distribution.
Nortons Inc. represented Unilever plc (“Unilever”) in securing unconditional competition approval in respect of the South African phase of its acquisition of the Alberto Culver Company (“Alberto Culver”). The transaction entailed representing Unilever in acquiring sole control over Alberto Culver. Unilever manufactures fast moving consumer goods and has over 400 brands, spanning 14 categories of home, personal care and food products globally. Alberto Culver is a company based in the United States, which develops, manufactures and markets personal-care products. In South Africa, Alberto Culver markets certain hair-care products. Following a series of queries, the Tribunal, in March 2011, unconditionally approved the South African phase of Unilever’s acquisition of Albert Culver.
Nortons Inc. recently acted for Absa’s subsidiary AllPay Consolidated Investment Holdings (Proprietary) Limited (“AllPay”) in proceedings, brought before the North Gauteng High Court, to review and set aside a ZAR10 billion Government tender to distribute social grants nationally. The tender was awarded to Net1 UEPS Technologies’ subsidiary Cash Paymaster Services (“CPS”) by the South African Social Security Agency (“SASSA”). Under the previous contract, AllPay was the incumbent service provider in five provinces. AllPay launched an application for the tender to be reviewed and set aside, and asked the court to order SASSA to issue a fresh tender after it came to light that the tender was marred by procedural unfairness. The tender is the largest since the much-publicised “arms deal” transaction and has a direct effect on about 15 million of the poorest and most vulnerable South Africans who rely on social grants. The High Court found that the tender was illegally awarded.
Nortons Inc. acted for both parties in Imperial Holdings Limited’s acquisition of the entire issued share capital of CIC Holdings Limited. This merger involved the logistics and merchandising sectors. Nortons Inc. filed merger notifications to both the South African and Namibian competition authorities.
Wall Street recognises Kansai’s acquisition of Freeworld as a “deal of the year”
Nortons Inc. represented Freeworld Coatings Limited (“Freeworld”), in the hostile takeover bid by the Japanese multinational company Kansai Paint Company Limited (“Kansai”), in proceedings before the South African competition authorities. The transaction was subsequently recognised as “deal of the year” on Wall Street, in the category for deals valued between US$100 million and US$500 million. The proposed transaction entailed Kansai acquiring the remaining shares 72.44% shares in Freeworld, which it did not already own, and thereby acquiring the remaining 72.44%, and thereby acquiring control over Freeworld. Freeworld manufactures decorative coatings, and supplies automotive coatings to original equipment manufacturers and automotive refinish coatings in South Africa. It is the only remaining local manufacturer of these products in South Africa. Kansai manufactures decorative coatings and automotive refinish coatings internationally and supplies automotive coatings to original equipment manufacturers in South Africa and abroad. Freeworld raised a number of serious competition and public interest concerns that appeared to arise as a result of the proposed transaction. The South African competition authorities approved the transaction subject to conditions, including the divestiture of the automotive coatings division of Freeworld, as well as the most far-reaching public interest conditions imposed on a South African merger to date. Kansai appealed against the Competition Commission’s (the “Commission”) decision to approve the takeover subject to the divestiture condition. Nortons Inc. represented Freeworld in proceedings before the Commission.
Nortons Inc. acted for both parties in Easigas (Proprietary) Limited’s acquisition of the LPG business operated by Puma Energy (Namibia) (Proprietary) Limited in Namibia and Botswana. Nortons Inc. assisted with the notifications to the Botswanan and Namibian competition authorities. This merger involved the liquid petroleum gas (LPG) sector.
Nortons Inc. acted for both parties in Aspen Pharmacare Holdings Limited’s acquisition of 70% of the issued share capital of African Health Network (Proprietary) Limited. This merger involved the pharmaceuticals sector in South Africa and Namibia.
Nortons Inc. acted for Powercom (Proprietary) Limited in Telecom Namibia’s acquisition of the entire issued share capital of Powercom (Proprietary) Limited. Nortons Inc. assisted with the notification to the Namibian competition authorities. This merger involved the telecommunications sector in Namibia. In addition, Nortons Inc. successfully represented Powercom in reviewing a decision of the Communications Regulator of Namibia to impose conditions on the transaction in the High Court of Windhoek.
Nortons Inc. acted for both parties in Avusa Limited’s acquisition of Universal Printing Group (Proprietary) Limited and Hirt & Carter (Proprietary) Limited. This merger involved the publishing and printing sectors in South Africa and Namibia.