Merger Alert: Outcome of mergers decided by the Tribunal

The Tribunal has conditionally approved the proposed merger whereby Pioneer Foods (Pty) Ltd (“Pioneer Foods”) intends to acquire shares in Future Life Health Products (Pty) Ltd (“Future Life”). Post-merger, Pioneer Foods will be the sole shareholder of Future Life.

The Tribunal has approved the transaction subject to a condition that involves qualifying employees of Future Life joining Pioneer Foods’ existing employee share ownership scheme (“ESOP”). This means the qualifying employees of Future Life will, as a result of the proposed merger, become beneficiaries of the workers’ scheme.

Pioneer Foods is a producer and distributor of an extensive range of branded food and beverage products marketed under the Sasko, Bokomo, Spekko, White Star, Safari, Moirs, LiquiFruit, Ceres, Nature’s Source and Wellingtons brands.

Future Life produces and distributes a range of products under its Future Life brand throughout South Africa and other surrounding African countries. The original Future Life Smart Food was developed as a scientifically formulated, nutrient dense, convenient food that contains an immune supplement made from a patented blend of natural plant sterols and sterolins.

The Tribunal has unconditionally approved the proposed merger whereby VCAP1 Alliances (Pty) Ltd (“VCAP1”) intends to acquire the entire issued share capital in Virtual Payments Solutions (Pty) Ltd (“VPS”) and Switchone (Pty) Ltd (“Switchone”). Post-merger, VPS and Switchone will be wholly owned subsidiaries of VCAP1.

VCAP1 is a newly established special purpose vehicle incorporated for the purpose of the proposed merger and does not trade. The controlling shareholder is a private equity business.

VPS operates as an intermediary between mobile network operators and retailers by offering various virtual prepaid solutions. Its core business is the repackaging and bundling of airtime to be sold to customers through various channels.

Switchone is a recently established company that operates as a technology enabled Third-Party Payment Processor (“TPPP”) that is South African Reserve Bank approved.