Nortons Inc. acted for both parties in Puma Energy LLC’s acquisition, through its subsidiary, Rigi Holdings LLC, of 100% of the issued share capital of Chevron Namibia (Proprietary) Limited from Traders Insurance Limited and three nominee shareholders who hold their shares pursuant to declarations of trust in favour of Traders Insurance Limited. The transaction excludes the right to distribute Chevron’s lubricant products in Namibia.
Nortons Inc. acted for BP Southern Africa (Proprietary) Limited (“BPSA”) in relation to a joint venture arrangement in terms of which BPSA acquired a 50% undivided interest in Sasol’s Alrode fuel storage depot, and Sasol acquired a 50% undivided interest in BPSA’s Waltloo fuel storage depot. This merger involved the petroleum sector.
Nortons Inc. acted for Lonrho Agribusiness (BVI) Limited in its acquisition of the perishable-cargo agency division of Grindrod (South Africa) (Proprietary) Limited. This merger involved the perishable-cargo sector.
Nortons Inc. successfully represented Tsogo Sun Holdings (Proprietary) Limited (“Tsogo Holdings”) in securing unconditional approval from the Competition Tribunal (the “Tribunal”) in relation to the large merger between Tsogo Holdings and Gold Reef Resorts Limited (“Gold Reef Resorts”). The merger constituted South Africa’s second largest deal by transaction value for the 2010 financial year. The merger saw Tsogo Holdings and Gold Reef Resorts combining their respective gaming and hotel businesses and, following completion of the various other transactional conditions, Tsogo Holdings became the world’s seventh-largest listed hotel and casino group. Following a complex and protracted investigation by the Commission, the Commission had recommended, as part of its conditional approval of the merger, that the parties divest a key asset, namely the Silverstar Casino, which, prior to the merger, was owned by Gold Reef Resorts. Following an extensive hearing before the Tribunal, which included expert evidence and factual witness testimony, the parties secured a hard-fought victory when the Tribunal overturned the Commission’s conditional approval (the Silverstar divestiture), and ultimately approved the merger unconditionally in February 2011.
President Jacob Zuma’s purported extension of the term of office of Chief Justice Sandile Ngcobo was successfully challenged in the Constitutional Court. The applicants argued that the president’s reliance on section 8(a) of the Judges’ Remuneration and Conditions of Employment Act (the “Act”) to extend the Chief Justice’s term of office by five years was inconsistent with the Constitution of South Africa and that the president had thereby acted beyond the scope of his powers. The Constitutional Court held that section 8(a) of the Act was unconstitutional and that the president’s purported extension of the chief justice’s term of office was, accordingly, invalid. Nortons Inc. acted for one of the applicants in the case.
Nortons Inc. successfully represented both the Johannesburg Stock Exchange Ltd (“JSE”) and the Bond Exchange of South Africa (“BESA”) in the JSE’s R240.5 million acquisition of the entire ordinary share capital of BESA. Nortons Inc. managed to secure the approval of the large merger by the South African Competition Tribunal despite opposition from shareholders of BESA.
Nortons Inc. assisted both Tsogo Sun Gaming (Pty) Ltd (“Tsogo Sun Gaming”) and Century Casinos Incorporated (“Century Casinos”), the US based gaming company, in gaining unconditional approval from the South African Competition Tribunal for Tsogo Sun Gaming’s R490 million acquisition of Century Casino’s shares in Century Casinos Africa. The deal saw Century Casino selling substantial share percentages in a number of top casino locations in South Africa. These include full ownership of the Caledon Hotel, Spa and Casino in Caledon near Cape Town, as well as 60% ownership of Century Casino in Newcastle. Tsogo Sun Gaming is a wholly owned subsidiary of Tsogo Sun Holdings, itself a subsidiary of a Johannesburg Stock Exchange and London Stock Exchange listed company.
Nortons Inc. secured competition law approval for both Tsogo Sun Gaming and Millenium Casinos Limited (“Millenium”) in relation to the large merger between the two companies in terms of which Tsogo Sun Gaming acquired the entire issued share capital of Millenium from Johnnic Holdings Limited, a wholly owned subsidiary of Hosken Consolidated Investments Limited, a public company listed on the Johannesburg Stock Exchange. Millenium’s only asset was its indirect 40% shareholding in Tsogo Sun KZN.
Nortons Inc. represented Zhejiang Geely Holdings Group (“Geely”) in its US$1.8 billion acquisition of Volvo Cars from Ford Motors Co. in South Africa. Geely’s chairman described the deal as “a milestone” for both Geely and Volvo.
Nortons Inc. is representing Tsogo Sun Holdings (Pty) Limited (“Tsogo Holdings”) in securing competition law approval in relation to the large merger between Tsogo Holdings and Gold Reef Resorts Limited (“Gold Reef”) which will see the parties merging their respective gaming and hotel businesses. The proposed merger will be effected through an acquisition by Gold Reef of the Tsogo shares held by Tsogo Investment Holdings Company (Pty) Limited (“TIH”) and SABSA Holdings (Pty) Limited (“SABSA”) in exchange for the issue of new Gold Reef shares to form a merged company, which will be listed on the Johannesburg Stock Exchange. Tsogo Holdings looks set to become the world’s seventh-largest listed hotel and casino group once the merger with Gold Reef Resorts takes place.