- Concludes transaction is unlikely to have adverse effects on competition
- Says merger will not have any negative effect on public interest
The Competition and Consumer Authority (CCA) has decided to unconditionally approve the proposed acquisition of 100 percent of the issued ordinary shares (excluding treasury shares) of Adapt IT Holdings Limited by Volaris Group Inc.
The Authority says it has determined that the structure of the relevant market will not change significantly upon implementation of the proposed merger, the transaction is not likely to result in any adverse effects on competition or endanger continuity of the supply of goods and services in the relevant market in Botswana, and will not have any negative effect on public interest matters in Botswana.
CCA notes that parties to the transaction are domiciled in South Africa and the transaction is notified in Botswana because the target enterprise has a subsidiary in Botswana and thus derives revenue from Botswana.
“Additionally, it is important to note that the acquiring enterprise does not have any assets in Botswana but also derives revenue from the local market by remotely providing its services to various customers in different sectors through its subsidiary companies, which are headquartered outside Botswana,” it says.
“In terms of the activities of the merging parties, both Adapt IT and the acquiring enterprise are broadly involved in the manufacture/development and distribution of information and communication technology (ICT) software solutions and services to different sectors of the economy.”
The merging parties operate as “vertically integrated software companies therefore their offerings are targeted at addressing the needs of businesses within specific sectors or industries”. The parties offer software solutions aimed at satisfying niche user segments with narrow requirements and therefore are not reasonably substitutable across. The type of software solutions offered to each industry by the respective parties are differentiated to such a degree that they are not considered interchangeable.
By contrast, CCA says, horizontal software solutions are adaptable for a range of industries and thus cater to a wide and broad ranging market of consumers and are designed to satisfy the needs of as many consumers as possible and therefore may be considered reasonably interchangeable across various industries.
Further, CCA “therefore does not expect the proposed transaction to give rise to any Substantial Lessening of Competition; restrict trade or the provision of services; or to endanger the continuity of supplies in the relevant market in Botswana”.
The Authority says the proposed merger will not have any negative effects on public interest issues in Botswana and more significantly and there will be no adverse effects on the employees of Adapt IT Botswana in Botswana.
The acquiring enterprise Volaris, is a wholly owned operating company of and controlled by Constellation Software Inc., a company incorporated under the Laws of Ontario.
Constellation aims to acquire, manage and build software businesses that develop specialised, mission-critical software solutions. Constellation is headquartered in Toronto, Canada, and has offices in North America, Europe, Asia, Australia, South America and Africa. The company is listed on the Toronto Stock Exchange and is not controlled, directly or indirectly by any firm.
Constellation does not control any firms incorporated in Botswana but provides software solutions directly into Botswana through its three operating groups, namely Volaris (based in Ontario), Jonas Software Africa (Pty) Ltd, and Vela Software Africa (Pty) Ltd (both based in South Africa).
The acquiring enterprise does not have assets in Botswana.
The target enterprise Adapt IT, is a public company incorporated in accordance with the Laws of South Africa. It is listed on the securities exchange operated by the South African securities – Johannesburg Stock Exchange Limited (JSE) with the merger transaction being notified in Botswana by virtue of the target Enterprise having a subsidiary in Botswana called Adapt IT Botswana Proprietary Limited (Adapt IT Botswana).