The transaction
This is a management buy-out in which Fluxrab Investments no 90 (Pty) Ltd (“Fluxrab”) is acquiring the entire issued share
capital of Metcash Trading Africa Ltd (“Metcash”) and Metcash Aviation (Pty) Ltd (“Metcash Aviation”) from
Metro Cash and Carry Ltd (“Metro”). The transaction excludes Metcash Trading Limited Australia.
The shareholding in Fluxrab, the primary acquiring firm, will be as follows:
•
Management Consortium
35%
•
Nedcor Investments
30%
•
Black Economic Empowerment Consortium (“BEE”)
25%
•
Metaf Share Incentive Scheme
10%
The management consortium, Nedcor Investment, and the BEE consortium will jointly control Fluxrab.
The transaction, in its current form, was concluded because Metro’s major shareholders did not believe that listing Metcash
on the JSE Securities Exchange South Africa would enhance Metro’s shareholder wealth nor achieve certain objectives such as
black economic empowerment and establishing a distinct identity from Metro’s Australian subsidiary.
Effect on Competition
There is no overlap in the activities of the merging parties. Fluxrab is a dormant company, which has never traded. Metcash, primarily, has interests in the market for the wholesale and distribution of fast moving consumer foods.
The merger will not result in the removal of a competitor as the transaction involves a management buyout and will accordingly have
no effect on competition in the relevant market.
Public interest
The transaction raises no public interest concerns.
___________
13 September 2004
D Lewis
Date
Concurring: N Manoim, T Orleyn
For the merging parties: Fluxmans Attorneys
For the Commission: K Ramathula
.RTF of original document