Significant Matters

Pearson / CTI Education Group

10 May 2012|In Significant Matters

Nortons Inc. acted for both parties in Pearson plc’s acquisition of 75% of the issued share capital in CTI Education Group (Proprietary) Limited. This merger involved the publishing and higher-education sectors.

Boxer Superstores / Metcash Trading Africa

10 May 2012|In Significant Matters

Nortons Inc. acted for Boxer Superstores (Proprietary) Limited (“Boxer”) (a subsidiary of Pick ‘n Pay stores) in the South African notification of the transaction in terms of which it was proposed that Boxer acquire, from Metcash Trading Africa (Proprietary) Limited, seven stores located in various parts of the country.

Imperial Holdings / CIC Holdings

10 May 2012|In Significant Matters

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.

Tsogo / Gold Reef Resorts

9 May 2012|In Significant Matters

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.

Chief Justice’s extension of term of office

8 May 2012|In Significant Matters

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.

Zhejiang Geely Holding Group / Ford Motor Co.

26 May 2010|In Significant Matters

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.

Tsogo Sun Holdings (Pty) Limited / Gold Reef Resorts Limited

26 May 2010|In Significant Matters

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.

Aspen / certain OTC products of GSK

26 May 2010|In Significant Matters

Nortons Inc. is representing Aspen Pharmaceuticals (“Aspen”) and GlaxoSmithKline in relation to Aspen acquiring a portfolio of products from GlaxoSmithKline, in so far as they are sold to the “rest of the world”, excluding North America and Europe. The portfolio of products include Solpadeine, Phillips MOM, Zantac, Nytol, Cartia, Valad, Beconase, Dequadin, Borstol, Cofal, Hedex, Kwell, Cafenol, Valoid, Aspirin concept, Cortal, Brooklax, Cofta, Lipeze, Alphosyl, Quellada, Paramed, Specific Pain Remedy, Calsuba, Glucolin, Cytexin, Decavit Plus and Ashton & Parsons (“the Prism products”). Upon completion of the proposed transaction, Aspen will acquire sole control over the Prism products. Nortons Inc. is assisting the merging parties with notifying the proposed transaction in a number of African jurisdictions, including South Africa, Namibia, Swaziland, Kenya and Tanzania. The transaction has also been notified in Brazil.

Merck & Co. Inc. / Schering-Plough Corporation

26 May 2010|In Significant Matters

Nortons Inc. represented both Merck & Co Incorporated (“Merck”), a global, research driven pharmaceutical corporation, and Schering-Plough Corporation (“Schering-Plough”), a global science-based health care company, in the much publicised acquisition (by way of reverse merger) by Schering-Plough of Merck in a cash and stock transaction valued at approximately US$41.1 billion.

Imperial / Midas

26 May 2010|In Significant Matters

Nortons Inc. represented both Imperial Group (Pty) Ltd (“Imperial Group”) and Midas Group (Pty) Ltd (“Midas Group”) in successfully obtaining competition law approval from the South African Competition Tribunal on 21 September 2009 in relation to the large merger between the two companies. The transaction entailed the acquisition by Imperial Group of 56% of the issued share capital of the Midas Group and, according to Imperial Group, amounted to the “biggest deal it had pursued in years.”