New entity, Gatsby SPV intends to acquire certain Cell C assets
JOHANNESBURG - The Competition Commission has conditionally approved the proposed transaction in which a newly formed entity intends to acquire some of Cell C’s assets.
The commission said on Thursday it had recommended to the Competition Tribunal to conditionally approve the proposed transaction in which Gatsby SPV intends to acquire certain assets of Cell C's assets.
It said Gatsby SPV was a ring-fenced newly incorporated special purpose vehicle which was incorporated for the sole purpose of entering into the proposed transaction.
“The commission found that the proposed transaction is unlikely to result in a substantial prevention or lessening of competition in any relevant markets.
"The commission further found the proposed transaction does not raise any other public interest concerns,” the commission said.
The market speculated that MTN would merge with Cell C because of the extended roaming agreement between the parties. However, the commission concluded the roaming agreement did not constitute a merger.
The commission said Gatsby SPV would be controlled by a trust that was yet to be formed, whose sole purpose would be to hold the entire issued share capital of Gatsby SPV and therefore did not provide any services or products.
The commission noted the merging parties were currently not in a position to confirm who will be appointed as trustees.
“The commission believes that the proposed transaction may raise competition concerns. These include, among others, anti-competitive information exchange should the trustees include individuals from firms that compete with Cell C or present undisclosed competitive overlaps. These concerns were not considered in the assessment of the proposed transaction because the trustees have not yet been appointed,” it said.