| (a) |
For purposes of this Act, a merger occurs when one or more firms directly or indirectly acquire or establish direct or indirect control over the whole or part of the business of another firm. |
| (b) |
A merger contemplated in paragraph (a) may be achieved in any manner, including through— |
| (i) |
purchase or lease of the shares, an interest or assets of the other firm in question: or |
| (ii) |
amalgamation or other combination with the other firm in question. |
| (2) |
A person controls a firm if that person— |
| (a) |
beneficially owns more than one half of the issued share capital of the firm; |
| (b) |
is entitled to vote a majority of the votes that may be cast at a general meeting of the firm, or has the ability to control the voting of a majority of those votes, either directly or through a controlled entity of that person; |
| (c) |
is able to appoint or to veto the appointment of a majority of the directors of the firm: |
| (d) |
is a holding company, and the firm is a subsidiary of that company as contemplated in section 1(3)(a) of the Companies Act, 1973 (Act No. 61 of 1973); |
| (e) |
in the case of a firm that is a trust, has the ability to control the majority of the votes of the trustees, to appoint the majority of the trustees or to appoint or change the majority of the beneficiaries of the trust; |
| (f) |
in the case of a close corporation, owns the majority of members' interest or controls directly or has the right to control the majority of members’ votes in the close corporation; or |
| (g) |
has the ability to materially influence the policy of the firm in a manner comparable to a person who, in ordinary commercial practice, can exercise an element of control referred to in paragraphs (a) to (f). |
[Section 12 substituted by section 6 of Notice No. 1354, GG 21880, dated 13 December 2000]
Protection of Businesses Act, 1978
