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.
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. acted for both parties in the notification of the restructuring of existing shareholding arrangements in South Africa between Diageo plc, Heineken International B.V. and Namibian Breweries Limited (“NBL”), in terms of which DHN Drinks (“DHN”) will acquire 100% of Sedibeng Brewery (“Sedibeng”) from Heineken International, and Diageo Highland and NBL will acquire a 15.5% interest in Sedibeng (through its holdings of DHN shares). Once the transaction is concluded, the parties will hold shares in DHN in the following proportions: Heineken International and Diageo Highlands – each 42.25%; and NBL – 15.5%. This merger involves the alcoholic-beverages sector.
Nortons Inc. acted for both parties in Wispeco (Proprietary) Limited’s acquisition of 80% of the issued shares of Xline Aluminium Solutions (Proprietary) Limited, as well as of certain claims from Perspex South Africa (Proprietary) Limited. This merger involved the aluminium sector.
Nortons Inc. advised both Merial and Sanofi-Aventis in relation to the notification of the joint venture, between the two companies, to the South African competition authorities. This was the subsequent notification to the Merck & Co acquisition of Schering-Plough, in which Nortons Inc. advised both companies in 2009.
Nortons Inc. acted for both parties in Ferro Industrial Products (Proprietary) Limited’s acquisition of the entire issued share capital of NCS Resins (Proprietary) Limited. This merger involves the resins-manufacturing sector.
Nortons Inc. acted for both parties in Adcorp Holdings Limited’s acquisition of the entire issued share capital of Paracon Holdings Limited, excluding the Paracon shares held by subsidiaries of Paracon, by way of a scheme of arrangement in terms of section 114 of the Companies Act 71 of 2008.
Nortons Inc. assisted the merging parties in obtaining unconditional approval from the South African and Namibian competition authorities for the acquisition by Vedanta of Anglo American’s zinc assets.