The Board of Commissioners of the Namibia Competition Commission (NaCC) has approved proposed mergers, with conditions between Vitol Emerald Bidco (Pty) Ltd & Engen Limited as well as between Rwco Gmbh & Co. Kg and Schwenk Namibia Proprietary Limited. Schwenk is the majority owner of Ohorongo Cement.

In a statement issued on Tuesday, the NaCC described the Vitol Emerald Bidco (VEB) and Engen merger as an international transaction in which the former intends to acquire, via a share purchase agreement, 74% of the entire issued share capital of the latter. 

This transaction will result in VEB enjoying sole control over Engen. 

VEB is controlled ultimately by the Vitol Group, founded in 1966, which is a large independent energy marketing and trading group of companies. 

The Vitol Group’s core business entails the physical supply and distribution of crude oil, petroleum products and natural gas. 

In Namibia, through Validus, the Vitol Group is currently active in the trading in, import and distribution of refined petroleum products (gasoline and diesel) to commercial customers, as well as the commercial distribution of fuels.

“Given that the proposed merger is likely to result in the prevention or substantial lessening of competition or in any undertaking acquiring or strengthening a dominant position, the Secretariat recommends that the merger be approved with conditions,” reads an NaCC statement issued by spokesperson Dina //Gowases.  

The commission added that this transaction is likely to affect employment negatively, as the transaction results in a duplication of roles and that will result in retrenchment of employees.  

Then, regarding the proposed merger between Rwco Gmbh & Co. Kg and Schwenk Namibia Proprietary Limited, the NaCC noted this transaction concerns the acquisition by RWCo of the entire issued share capital of Schwenk Namibia from Schwenk Zement International GmbH & Co. KG in accordance with the terms and conditions agreed between the contracting parties.

 Thus, RWCo GmbH & Co. KG will acquire sole unfettered control over Schwenk Namibia.

RWCo GmbH & Co. KG, whose shareholders are offshore, are involved in the manufacture, production and distribution of building materials. 

Schwenk Namibia holds interests in companies that operate in different industries, which include renewable energy and cement production.

“As this is a conglomerate merger, no competition is eliminated. The acquirer pre-merger has no market share. Further, no tying or bundling is likely to arise; it is unlikely that the merger will allow the merged undertaking to unilaterally exercise market power or to foreclose competitors. It is, therefore, unlikely that the proposed merger would result in the prevention or substantial lessening of competition,” the NaCC stated, adding that this merger is unlikely to have any negative impact on employment.