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
DISCLAIMER & TERMS OF USE
Educational Aid: These study notes are intended to be used as educational resources and should not be seen as a
replacement for individual research, critical analysis, or professional consultation. Students are encouraged to perform
their own research and seek advice from their instructors or academic advisors for specific assignment guidelines.
Personal Responsibility: While every effort has been made to ensure the accuracy and reliability of the information in
these study notes, the seller does not guarantee the completeness or correctness of all content. The buyer is
responsible for verifying the accuracy of the information and exercising their own judgment when applying it to their
assignments.
Academic Integrity: It is essential for students to maintain academic integrity and follow their institution's policies
regarding plagiarism, citation, and referencing. These study notes should be used as learning tools and sources of
inspiration. Any direct reproduction of the content without proper citation and acknowledgment may be considered
academic misconduct.
Limited Liability: The seller shall not be liable for any direct or indirect damages, losses, or consequences arising from
the use of these notes. This includes, but is not limited to, poor academic performance, penalties, or any other negative
consequences resulting from the application or misuse of the information provided.
, For additional support +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.
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)
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
DISCLAIMER & TERMS OF USE
Educational Aid: These study notes are intended to be used as educational resources and should not be seen as a
replacement for individual research, critical analysis, or professional consultation. Students are encouraged to perform
their own research and seek advice from their instructors or academic advisors for specific assignment guidelines.
Personal Responsibility: While every effort has been made to ensure the accuracy and reliability of the information in
these study notes, the seller does not guarantee the completeness or correctness of all content. The buyer is
responsible for verifying the accuracy of the information and exercising their own judgment when applying it to their
assignments.
Academic Integrity: It is essential for students to maintain academic integrity and follow their institution's policies
regarding plagiarism, citation, and referencing. These study notes should be used as learning tools and sources of
inspiration. Any direct reproduction of the content without proper citation and acknowledgment may be considered
academic misconduct.
Limited Liability: The seller shall not be liable for any direct or indirect damages, losses, or consequences arising from
the use of these notes. This includes, but is not limited to, poor academic performance, penalties, or any other negative
consequences resulting from the application or misuse of the information provided.
, For additional support +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.
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)
