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Merger Alert
Date of release: 22 December 2022
OUTCOME OF MERGERS DECIDED BY THE TRIBUNAL
Type of matter Parties involved Tribunal decision
Large merger CIH Projects No. 41 (Pty) Ltd and Conlog (Pty) Ltd Approved without conditions
Large merger Food Lover’s Market South Africa (Pty) Ltd and Everfresh Market Ballito (Pty) Ltd, Riverbend Trade and Invest 11 (Pty) Ltd and Everfresh Market Hillcrest (Pty) Ltd Approved with conditions
Large merger Super Group Holdings (Pty) Ltd and RSC Consulting Services (Pty) Ltd; Clean Tech 360 (Pty) Ltd Approved with conditions
Large merger Old Mutual Life Assurance Company (South Africa) Limited and Safe Farm Ventures (Pty) Ltd Approved without conditions
Large merger Telesure Investment Holdings (Pty) Ltd and Renasa Holdings (Pty) Ltd; Concourse Holdings (Pty) Ltd; and Summit Risk Holdings (Pty) Ltd Approved with conditions
Large merger Commercial Cold Holdings (Pty) Ltd and Commercial Cold Storage Group Limited Approved with conditions
Large merger CFAO Motors (Pty) Ltd and Buddingtrade 87 (RF) Pty Ltd (in respect of its motor vehicle dealership business, Continental Cars) Approved without conditions
Large merger VKB Beleggings (Pty) Ltd and Griekwaland Wes Korporatief Limited Approved with conditions
CIH Projects No. 41 (Pty) Ltd and Conlog (Pty) Ltd
 
The Tribunal has unconditionally approved the merger whereby CIH Projects No. 41 (Pty) Ltd (“CIH”) intends to acquire Conlog (Pty) Ltd ("Conlog"), Parmtro Investments No. 11 (Pty) Ltd, Conlog Metering Solutions Nigeria Ltd and CIG Metering Assets Nigeria Ltd (collectively referred to as the target firms).
 
CIH is a special purpose vehicle which does not have any employees or activities. The acquiring group’s activities include investments in healthcare, ICT, power & energy, mining, logistics and infrastructure as well as manufacturing electric components and sourcing and supplying components and solutions in the power industry i.e. generators, solar equipment, switchgear and voltage protection.
 
The target firms only conduct activities in South Africa through Conlog, a provider of prepaid and smart electronic metering devices and solutions in Africa, from design and manufacturing through to distribution, as well as providing revenue and payment management services. Conlog provides its electricity meters to the residential, commercial, and light industrial and renewable sectors.
 

Food Lover’s Market South Africa (Pty) Ltd and
Everfresh Market Ballito (Pty) Ltd, Riverbend Trade and Invest 11 (Pty) Ltd and Everfresh Market Hillcrest (Pty) Ltd
 
The Tribunal has approved the merger whereby Food Lover’s Market South Africa (Pty) Ltd (“FLM SA”) intends to acquire (i) Everfresh Market Ballito (Pty) Ltd t/a Food Lover's Market Ballito; (ii) Riverbend Trade and Invest 11 (Pty) Ltd t/a Food Lover's Market Arbour Crossing; and (iii) Everfresh Market Hillcrest (Pty) Ltd t/a Food Lover's Market The Crescent.
 
The conditions imposed on the proposed merger by the Tribunal seek to enable historically disadvantaged persons (“HDPs”) to participate or expand in the grocery retail market and to ensure that small businesses and HDP suppliers benefit through supplier development.    
 
Food Lover’s Market is a South African supermarket chain comprising franchised and corporate-owned grocery stores which retail fast-moving consumer goods. The products include fresh produce, dry groceries, butchery and perishable products, beverages, personal care products, household groceries, baked goods and confectionary items.
 
The firms, which FLM SA intends to acquire, conduct franchised stores under FLM SA’s Food Lover’s Market chain of corporate and franchised stores. They operate in the grocery retail market in Durban.
 

Super Group Holdings (Pty) Ltd and
RSC Consulting Services (Pty) Ltd; Clean Tech 360 (Pty) Ltd
 
The Tribunal has approved the merger wherein Super Group Holdings (Pty) Ltd (“Super Group Holdings”) intends to acquire RSC Consulting Services (Pty) Ltd (“RSC”) and Clean Tech 360 (Pty) Ltd (“Clean Tech”). The transaction has been approved with conditions that seek to benefit and empower qualifying employees. 
 
Super Group is a supply chain and logistics business with services covering supply chain management, vehicle dealerships and fleet leasing and management.
 
RSC’s services include audit and verification of stock, integrity and accuracy audits and inbound and outbound distribution. Clean Tech provides an outsourced cleaning solution which includes commercial and hospitality cleaning and employee management.
 

Old Mutual Life Assurance Company (South Africa) Limited and
Safe Farm Ventures (Pty) Ltd
 
The Tribunal has unconditionally approved the merger whereby Old Mutual Life Assurance Company (South Africa) Limited (“OMLACSA”) intends to acquire Safe Farm Ventures (Pty) Ltd (“Safe Farm”) from K2013162622 (South Africa) (Pty) Ltd (“SA Holdco”).
 
OMLACSA and all the firms directly and indirectly controlling it are the acquiring group. The acquiring group is an international long-term savings, insurance, banking and investment group that offers financial products and services. From the acquiring group, Futuregrowth Agri-Fund ("Agri-Fund”) and Fruitone Holdings (Pty) Ltd (“Fruitone”) are relevant to this transaction. Agri-Fund specialises in the investment of agricultural land, biological assets, agriculture infrastructure and other related farming implements. Fruitone is active in the South African citrus cultivation and export market as a grower-exporter.  
 
Safe Farm and all the firms directly and indirectly controlling it are the “target group”. The target group operates as a property holding company in respect of certain farms and is involved in farming operations. Through Safe Farm, it owns farms which produce and export citrus fruit.
 

Telesure Investment Holdings (Pty) Ltd and
Renasa Holdings (Pty) Ltd; Concourse Holdings (Pty) Ltd; and Summit Risk Holdings (Pty) Ltd
 
The Tribunal has conditionally approved the merger whereby Telesure Investment Holdings (“TIH”) intends to acquire Renasa Holdings (Pty) Ltd (“Renasa”), Concourse Holdings (Pty) Ltd (“Concourse”) and Summit Risk Holdings (Pty) Ltd (“Summit”).
 
The transaction has been approved subject to conditions involving an initiative which will provide funding towards the tertiary education of historically disadvantaged learners.
 
TIH is the holding company for a number of financial services companies and is ultimately controlled by BHL Holdings Limited. Its portfolio includes a life insurance company, four non-life insurers, a financial services intermediary, an investment administrator as well as a price comparison platform.
 
Renasa is an investment holding company that offers commercial and personal line non-life insurance products. Concourse (and its subsidiaries) is a diversified group of companies which provides claims settlement services to Renasa and its intermediaries as well as information technology systems necessary to administer insurance policies and claims processes. It also provides these services to other insurers and their intermediaries. Summit is an investment holding company with interests in underwriting management agencies and brokerage firms.
 

Commercial Cold Holdings (Pty) Ltd and
Commercial Cold Storage Group Limited
 
The Tribunal has conditionally approved the merger whereby Commercial Cold Holdings (Pty) Ltd (“CCH”) intends to acquire Commercial Cold Storage Group Limited (“CCS”). The transaction has been approved subject to an Employee Share Ownership Program (“ESOP”) condition for the benefit of CCS employees. 
 
CCH was established for purposes of the proposed transaction. Post-merger, CCH will be controlled by: AIIF4 General Partner (Pty) Ltd; Old Mutual Life Assurance Company (South Africa) Limited, in respect of the pooled portfolio of assets of the Infrastructural, Developmental and Environmental Assets Managed Fund (“IDEAS”); Bauta Logistics Limited; and Mokobela Shataki (Pty) Ltd.
 
CCS is a commercial cold store operator in Southern Africa. Its core business is to provide third-party cold storage services to the fishing, food and trade industry. It also provides temperature-controlled warehouse facilities with certifications that empower its customers to import, export and trade without owning its own storage facilities.
 

CFAO Motors (Pty) Ltd and Buddingtrade 87 (RF) Pty Ltd (in respect of its motor vehicle dealership business, Continental Cars)
 
The Tribunal has unconditionally approved the merger wherein CFAO Motors South Africa (Pty) Ltd (“CFAO Motors”) intends to acquire Buddingtrade RF (87) (Pty) Ltd (“Buddingtrade”) in respect of its motor dealership business t/a Continental Cars (“Continental Cars”) as a going concern.
 
CFAO and its controllers operate one of the largest automotive dealer networks in South Africa. The key product and service offerings include the sale of new and used vehicles, parts and accessories and after-market services.
 
Continental Cars sells new BMW branded passenger vehicles and used vehicles. It is the only BMW dealership franchise operating in Gqeberha. It also operates after-market maintenance, service and parts sales departments and acts as an intermediary for vehicle financing.
 

VKB Beleggings (Pty) Ltd and Griekwaland Wes Korporatief Limited
 
The Tribunal has approved the merger wherein VKB Beleggings (Pty) Ltd (“VKB”) will acquire Griekwaland Wes Korporatief Limited ("GWK"). The transaction has been approved subject to public interest related conditions involving employment, workers’ trusts that will benefit HDP employees as well as the facilitation of finance to HDPs.
 
The VKB businesses which are relevant to the proposed transaction involve grain storage and handling, grain trade and procurement, grain milling, trade retail and agricultural financing.
 
GWK’s activities in the agriculture industry include grain storage and handling, grain trade and procurement, grain milling, trade retail and agricultural financing.
 
Issued by:

Gillian de Gouveia, Communications Officer
On behalf of the Competition Tribunal of South Africa
Tel: +27 (0) 12 394 1383
Cell: +27 (0) 82 410 1195
E-Mail: GillianD@comptrib.co.za
Twitter: @comptrib
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ctsa@comptrib.co.za

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