LML4806
Assignment 2 Semester 1 2026
Unique number:
Due Date: April 2026
QUESTION 1
1.1.
The transaction is a statutory amalgamation or merger in terms of section 113 of the
Companies Act 71 of 2008.1 Mahamba Logistics Ltd is the acquiring and surviving company
that will end up holding all the assets and liabilities of Buffalo Haulage Ltd, while Buffalo will
be deregistered once the merger is implemented.1 This matches the Act’s definition of an
amalgamation or merger because the assets and liabilities of the constituent companies are
combined and, after implementation, they are held by the surviving company and the
disappearing company ceases to exist.1 The fact that Buffalo shareholders receive a cash
consideration per share is consistent with the Act, which allows merger consideration in cash
or other property, and the board proposal followed by shareholder approval indicates a
merger agreement and approval process typical of section 113 read with section 115.1
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Use this document as a guide for learning, comparison and reference purpose,
Terms of use
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By making use of this document you agree to:
Use this document
Fully accept the consequences
solely as a guide forshould you plagiarise
learning, reference,orand
misuse this document.
comparison purposes,
Ensure originality of your own work, and fully accept the consequences should you plagiarise or misuse this document.
Comply with all relevant standards, guidelines, regulations, and legislation governing academic and written work.
Disclaimer
Great care has been taken in the preparation of this document; however, the contents are provided "as is" without any express or
implied representations or warranties. The author accepts no responsibility or liability for any actions taken based on the
information contained within this document. This document is intended solely for comparison, research, and reference purposes.
Reproduction, resale, or transmission of any part of this document, in any form or by any means, is strictly prohibited.
, +27 81 278 3372
QUESTION 1
1.1.
The transaction is a statutory amalgamation or merger in terms of section 113 of the
Companies Act 71 of 2008.1 Mahamba Logistics Ltd is the acquiring and surviving
company that will end up holding all the assets and liabilities of Buffalo Haulage Ltd, while
Buffalo will be deregistered once the merger is implemented.2 This matches the Act’s
definition of an amalgamation or merger because the assets and liabilities of the
constituent companies are combined and, after implementation, they are held by the
surviving company and the disappearing company ceases to exist.3 The fact that Buffalo
shareholders receive a cash consideration per share is consistent with the Act, which
allows merger consideration in cash or other property, and the board proposal followed by
shareholder approval indicates a merger agreement and approval process typical of
section 113 read with section 115.4
Both Mahamba Logistics Ltd and Buffalo Haulage Ltd are regulated companies for
purposes of the takeover provisions in Chapter 5 because they are public companies.5 As
a result, the merger is not only a fundamental transaction, but also an affected transaction
if it triggers the takeover regulation framework, meaning the Takeover Regulation Panel
compliance processes may apply before implementation.6 Therefore, in addition to
satisfying section 113 requirements such as the solvency and liquidity test and a special
resolution, the parties must consider the additional takeover regulation consequences that
attach to regulated companies.7
1.2.
The Transaction constitutes a fundamental transaction under the Companies Act 71 of
2008 because it involves the disposal of all the assets and liabilities of Buffalo Haulage Ltd
1
Companies Act 71 of 2008 s 113
2
FHI Cassim and others (eds), Law of Business Structures (Juta 2022) 457–459.
3
Companies Act 71 of 2008 s 1 (definition of amalgamation or merger)
4
Companies Act 71 of 2008 s 113(2)
5
Companies Act 71 of 2008 s 117(1)(i) and s 118(1)(a);
6
Companies Act 71 of 2008 s 117(1)(c) (affected transactions) read with Takeover Regulations
7
Companies Act 71 of 2008 s 113(1) (solvency and liquidity) and s 115 (shareholder approval requirements)
Disclaimer
Great care has been taken in the preparation of this document; however, the contents are provided "as is"
without any express or implied representations or warranties. The author accepts no responsibility or
liability for any actions taken based on the information contained within this document. This document is
intended solely for comparison, research, and reference purposes. Reproduction, resale, or transmission
of any part of this document, in any form or by any means, is strictly prohibited.
Assignment 2 Semester 1 2026
Unique number:
Due Date: April 2026
QUESTION 1
1.1.
The transaction is a statutory amalgamation or merger in terms of section 113 of the
Companies Act 71 of 2008.1 Mahamba Logistics Ltd is the acquiring and surviving company
that will end up holding all the assets and liabilities of Buffalo Haulage Ltd, while Buffalo will
be deregistered once the merger is implemented.1 This matches the Act’s definition of an
amalgamation or merger because the assets and liabilities of the constituent companies are
combined and, after implementation, they are held by the surviving company and the
disappearing company ceases to exist.1 The fact that Buffalo shareholders receive a cash
consideration per share is consistent with the Act, which allows merger consideration in cash
or other property, and the board proposal followed by shareholder approval indicates a
merger agreement and approval process typical of section 113 read with section 115.1
Terms of use
By making use of this document you agree to:
Use this document as a guide for learning, comparison and reference purpose,
Terms of use
Not to duplicate, reproduce and/or misrepresent the contents of this document as your own work,
By making use of this document you agree to:
Use this document
Fully accept the consequences
solely as a guide forshould you plagiarise
learning, reference,orand
misuse this document.
comparison purposes,
Ensure originality of your own work, and fully accept the consequences should you plagiarise or misuse this document.
Comply with all relevant standards, guidelines, regulations, and legislation governing academic and written work.
Disclaimer
Great care has been taken in the preparation of this document; however, the contents are provided "as is" without any express or
implied representations or warranties. The author accepts no responsibility or liability for any actions taken based on the
information contained within this document. This document is intended solely for comparison, research, and reference purposes.
Reproduction, resale, or transmission of any part of this document, in any form or by any means, is strictly prohibited.
, +27 81 278 3372
QUESTION 1
1.1.
The transaction is a statutory amalgamation or merger in terms of section 113 of the
Companies Act 71 of 2008.1 Mahamba Logistics Ltd is the acquiring and surviving
company that will end up holding all the assets and liabilities of Buffalo Haulage Ltd, while
Buffalo will be deregistered once the merger is implemented.2 This matches the Act’s
definition of an amalgamation or merger because the assets and liabilities of the
constituent companies are combined and, after implementation, they are held by the
surviving company and the disappearing company ceases to exist.3 The fact that Buffalo
shareholders receive a cash consideration per share is consistent with the Act, which
allows merger consideration in cash or other property, and the board proposal followed by
shareholder approval indicates a merger agreement and approval process typical of
section 113 read with section 115.4
Both Mahamba Logistics Ltd and Buffalo Haulage Ltd are regulated companies for
purposes of the takeover provisions in Chapter 5 because they are public companies.5 As
a result, the merger is not only a fundamental transaction, but also an affected transaction
if it triggers the takeover regulation framework, meaning the Takeover Regulation Panel
compliance processes may apply before implementation.6 Therefore, in addition to
satisfying section 113 requirements such as the solvency and liquidity test and a special
resolution, the parties must consider the additional takeover regulation consequences that
attach to regulated companies.7
1.2.
The Transaction constitutes a fundamental transaction under the Companies Act 71 of
2008 because it involves the disposal of all the assets and liabilities of Buffalo Haulage Ltd
1
Companies Act 71 of 2008 s 113
2
FHI Cassim and others (eds), Law of Business Structures (Juta 2022) 457–459.
3
Companies Act 71 of 2008 s 1 (definition of amalgamation or merger)
4
Companies Act 71 of 2008 s 113(2)
5
Companies Act 71 of 2008 s 117(1)(i) and s 118(1)(a);
6
Companies Act 71 of 2008 s 117(1)(c) (affected transactions) read with Takeover Regulations
7
Companies Act 71 of 2008 s 113(1) (solvency and liquidity) and s 115 (shareholder approval requirements)
Disclaimer
Great care has been taken in the preparation of this document; however, the contents are provided "as is"
without any express or implied representations or warranties. The author accepts no responsibility or
liability for any actions taken based on the information contained within this document. This document is
intended solely for comparison, research, and reference purposes. Reproduction, resale, or transmission
of any part of this document, in any form or by any means, is strictly prohibited.
