Cape Town - The Competition Commission has issued the second part of its approval for the acquisition of Independent News & Media SA (INMSA) by two companies.
In a statement on Thursday, the commission said the approval was subject to certain conditions.
The two acquiring companies are Sekunjalo Independent Media (Pty) Ltd and Newco, incorporated in Mauritius.
“In the shareholders agreement entered between China
International Television Corporation and China Africa Development fund, it is indicated that Newco shall be called Interacom Investment Holdings Limited,” the commission said.
It approved part one of the merger, also with conditions, on July 25 this year. In that transaction, Sekunjalo and the Public Investment Corporation (PIC) acquired 75 percent and 25 percent, respectively of INMSA's share capital.
“PIC is, however, not acquiring control of INMSA as envisaged in the Competition Act; therefore PIC is not regarded as a party to the transaction.”
In part two of the transaction, Sekunjalo's shareholding was reduced from the initial acquisition of 75 percent, to 55 percent.
The commission said it was necessary to impose conditions to “address the likely competition concerns that may arise due to the cross-ownership of shares by PIC in competing entities”.
These included that Newco and Sekunjalo would submit the signed shareholders agreement in respect of INMSA, and all ancillary agreements thereto, in respect of INMSA, to the commission within five business days of its signature by the parties.
Sekunjalo would submit the signed loan agreement in respect of the Newco's and PIC's loan(s) to INMSA, and all ancillary agreements, to the commission within five business days of its signature by the parties.
Other conditions included that:
* In order to ensure that no competitively sensitive information was exchanged between INMSA and TMG post-merger, PIC would not appoint any common directors and/or representatives to the board of directors of INMSA and TMG;
* In order to ensure that no competitively sensitive information was exchanged between INMSA and Naspers post-merger, PIC would not appoint any common directors and/or representatives to the board of directors of INMSA and Naspers; and,
* The PIC would, notwithstanding the listing of INMSA or delisting of TMG and Naspers, ensure that its investments in INMSA, Naspers and TMG remained housed in different departments within PIC, and would continue to adhere to existing safeguards.
Sapa