Nortons Inc. acted for both parties in the Tsogo Group’s acquisition, through its subsidiary, Southern Sun Hotels (Proprietary) Limited, of the 52.6% interest in Hotel Formula 1 (Proprietary) Limited, which it did not already own, from Accor SA and Premier Lodge South Africa (Proprietary) Limited. This merger involved the hotel sector.
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.
Nortons Inc. acted for both parties in the Tsogo Group’s acquisition, through its subsidiary, Southern Sun Hotel Interests (Proprietary) Limited, of the property which formerly housed The Grace Hotel, and the buildings and improvements erected thereon, situated at 54 Bath Avenue Rosebank, from Hyprop Investments Limited.
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. 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.
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.
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.