COMPETITION TRIBUNAL OF SOUTH AFRICA
In the matter between:
								Case No: 41/LM/Apr08
Dubai World Africa Conservation FZE 			Acquiring firm
And
Business Venture
Investments No 1145 (Pty) Ltd				Target firm
Panel	: D Lewis (Presiding Member); U Bhoola (Tribunal Member) and M Mokuena (Tribunal Member)
Heard on 		: 04 June 2008
Decided		: 04 June 2008
Reasons Issued	: 08 July 2008
Reasons
Approval
[1]	On 04 June 2008 the Competition Tribunal issued a Merger Clearance Certificate approving the merger between Dubai World Africa Conservation FZE and Business Venture No 1145 (Pty) Ltd unconditionally. The reasons appear below.	
Parties
[2]	The acquiring firm is Dubai World Africa Conservation FZE (“Dubai World Africa Conservation”) formed under the perception and seal of the Jebel Ali Free Zone Authority, United Arab Emirates as an offshore company. Dubai World Africa Conservation is a wholly owned subsidiary of Dubai World Africa Holdings Ltd FZE (“Dubai World Africa”). 
[3]	The primary target firm is Business Venture No 1145 (Pty) Ltd (“Business Venture”) a company incorporated under the laws of the Republic of South Africa.  Business Venture is jointly controlled by Leisurecorp LLC (“Leisurecorp”) and Cradle of Life Investments (Pty) Ltd (Cradle of Life”). The firms directly controlled by Leisurecorp internationally are Jumeirah Golf Estates LLC and Novelway Mauritius Ltd.  In South Africa Leisurecorp indirectly controls Novelway Investments (Pty) Ltd trading as Pearl Valley Golf Estate and Spa (“Novelway”).The only interest held by Business Venture is Nkomazi Wilderness, a non-commercial game reserve situated in Mpumalanga.	
Transaction
[4]	In terms of the transaction Leisurecorp intends to increase its shareholding in Business Venture from 50% to 100% by acquiring an additional 50% share. The effect of the transaction is that the acquiring group will solely control the primary target firm post the transaction.
Rationale of transaction
[5]	The parties have submitted that the acquiring group perceives the primary target firm to be a viable investment opportunity in the game reserve industry in South Africa. The target firm’s rationale is to realise the investment potential of the shares being sold.
Parties Activities
[6]	The acquiring firm is a newly formed company, which has previously not traded.  Dubai World Corporation is an investment company that manages and supervises a portfolio of businesses and projects for the Dubai Government. Leisurecorp is an investment and real estate development company that focuses primarily on investments in the leisure industry internationally. In South Africa, Leisurecorp, through its subsidiaries, is involved in the development of land on which the Pearl Valley Golf Estate and Spa is situated. It is also involved in the sale of the vacant residential erven at the Pearl Valley Golf Estate, through its estate agent arm, Pearl Valley Properties. Leisurecorp’s interest in Nkomazi Wilderness is by virtue of its joint control in Business Venture. The core business of Nkomazi Wilderness is that of game conservation. In addition Nkomazi Wilderness is currently utilized for hunting, scientific research and ecotourism. In South Africa Istithmar World trades through the following firms: V&A Waterfront; V&A Marina and V&A Properties. 

[7]	Business Venture’s only asset is Nkomazi Wilderness. As indicated above, the core business of Nkomazi Wilderness is that of game conservation. In addition Nkomazi Wilderness is currently utilized for hunting, scientific research and ecotourism.

Competition Analysis
[8]	In its analysis of the proposed transaction the Commission found there is an overlap in the activities of the merging parties in as far as Leisurecorp has prior shareholding in Business Venture. The Commission however found that the overlap will not result in an increase in market share or change in market structure. We agree with the Commission. In addition there are no public interest issues.
 Conclusion
[9]	Based on the above the transaction will not result in a substantial lessening or prevention of competition and is accordingly approved unconditionally. 

___________________					08 July 2008
D Lewis							Date
Tribunal Member

U Bhoola and M Mokuena concurring

Tribunal Researcher		:  J Ngobeni
For the merging parties	:  Hofmeyr Herbstein & Gihwala
For the Commission		: Tholoana Lejaha (Mergers and Acquisitions)