Johannesburg - The Competition Commission on Monday released the conditions imposed on the merger between Sekunjalo Independent Media (SIM) and Independent News and Media SA (INMSA).
The commission imposed a range of conditions to address the possibility of the Public Investment Corporation (PIC) being in control of INMSA in whatever form, post-merger, either through its 25% equity or the financial help it would be providing.
The conditions also addressed the possible information exchange that could arise as a result of the PIC's shareholding and imminent board representation at Times Media Group, formerly knows as Avusa, Naspers [JSE:NPN], and INMSA post-merger.
SIM and INMSA notified the commission of the merger on April 30.
Sekunjalo and the PIC intended acquiring 75% and 25% respectively of INMSA's entire share capital.
INMSA owns publications including the Cape Times, The Star, Pretoria News, Saturday Star, Sunday Independent, Daily News, The Mercury, Post, and the Zulu daily newspaper Isolezwe.
SIM is a newly formed entity with numerous shareholders and has no existing business activities.
The PIC holds investment interests in various sectors including a 19.2% interest in TMG and a 17.22% shareholding in Naspers, which owns Media24.
Both TMG and Media24 are direct competitors of INMSA.
The PIC submitted it did not currently exercise any control over Naspers and TMG nor had any board representation at either of the media groups.
The Competition Commission's conditions included:
* To ensure that no competitively sensitive information was exchanged between INMSA and TMG post-merger, the PIC would not appoint any common directors or representatives to the board of directors of INMSA and TMG;
* The PIC would ensure that its investments in INMSA, Naspers and TMG remain housed in different departments within the PIC;
* The commission said there had to be physical separation, including controlled access to office space, of the PIC's listed and unlisted equities departments;
* Should either TMG or Naspers be delisted and INMSA be listed at the same time, the PIC would manage its investments in the three entities separately.