Merger Alert: Outcome of mergers decided by the Tribunal - 19 August 2024

The Competition Tribunal (“Tribunal”) has unconditionally approved the proposed merger whereby Bidvest Services Holdings (Pty) Ltd (“Bidvest Services Holdings”) intends to acquire Synerlytic Group Holdings (Pty) Ltd (“SGH”). Post-merger, Bidvest Services Holdings will have sole control over SGH and, ultimately, The WearCheck Group (“WearCheck”).

Bidvest Services Holdings is a wholly owned subsidiary of the Bidvest Group Ltd (“Bidvest”). The Bidvest Group (Bidvest and all the firms it controls) is a services, trading and distribution group of companies which operate in the areas of: consumer and industrial products; electrical products; financial services; freight management; office and print solutions; outsourced hard and soft services; travel and aviation services; and automotive retailing. Bidvest Group’s provision of Testing, Inspection and Certification (“TIC”) services is of relevance to this transaction. TIC services involve a vehicle inspection to determine its roadworthiness and technical condition.

SGH is the holding company for WearCheck. WearCheck provides condition monitoring and testing services for various industries such as transport, power generation, water processing, renewable energy, shipping, aircraft and mining. These services include monitoring the condition of industrial machinery by testing the oil used to lubricate such machinery and the vibration levels of such machinery. This allows for a determination into whether machinery is operating optimally, for ‘wear and tear’ to be monitored and for preventative maintenance to be implemented.

The Tribunal has unconditionally approved the proposed merger whereby Morecentral (Pty) Ltd (“Morecentral”) intends to acquire sole control of Sail Group (Pty) Ltd (“Sail Group”).

Morecentral offers expert golf advice and lessons and retails golf apparel and equipment. It also runs The World of Golf and Golf Villages theme parks. It also sells a range of cycling equipment and accessories. In addition, Morecentral uses booking platforms through which customers can book services relating to golf, cycling, sports-related travel or holidays. Advertisers can also market their products and services on these platforms.

The Sail Group is active in: sports and events rights management; sports and events hospitality and suite management; sports and events management consulting; merchandise and licensing services; digital LED pitch perimeter and mobile advertising; and project management services.

The Tribunal has conditionally approved the proposed merger whereby Capitec Life Ltd (“Capitec Life”) intends to acquire the credit life insurance business (“the target business”) underwritten by Guardrisk Life Ltd (“Guardrisk Life”) in terms of a cell captive arrangement between Capitec and Guardrisk. Post-merger, the target business will be wholly controlled by Capitec Life.

The Tribunal has approved the proposed merger subject to conditions aimed at investing in, developing and supporting small and medium sized businesses (“SMMEs”) owned by historically disadvantaged persons (“HDPs”).

The target business comprises a book of credit life insurance policies underwritten by Guardrisk in terms of a cell captive arrangement. The cell captive arrangement was concluded prior to Capitec obtaining its own credit life insurance licence and comprises a business model where a cell owner (i.e. Capitec Group) acquires shareholding in a cell captive insurer (i.e. Guardrisk Life) and performs certain functions on behalf of the cell captive insurer in respect of specific insurance products underwritten by the cell captive insurer (i.e. insurance business).

The proposed merger will thus facilitate the transfer of the target business from Guardrisk Life to Capitec Life, following Capitec Life’s acquisition of its own insurance licence.

Issued by:

Gillian de Gouveia, Communications Manager

On behalf of the Competition Tribunal of South Africa

Cell: +27 (0) 82 410 1195

E-Mail: GillianD@comptrib.co.za

Twitter: @comptrib