Merger Alert: Outcome of mergers decided by the Tribunal - 16 October 2024

The Competition Tribunal (“Tribunal”) has unconditionally approved the proposed merger whereby Shoprite Checkers (Pty) Ltd (“Shoprite”) intends to increase its shareholding in Pingo Delivery (“Pty”) Ltd (“Pingo”). Upon the implementation of the proposed transaction, Shoprite will wholly own and control Pingo.

The acquiring group (all firms directly and indirectly controlled by Shoprite Holdings) retails and distributes a wide range of fast-moving consumer goods (“FMCGs”), through its various stores and supermarkets located across South Africa. Relevant to the proposed transaction is Shoprite’s e-commerce delivery platform, “Sixty60”. Sixty60 enables customers to order groceries from Checkers stores through a smartphone application. The acquiring group also provides on-demand delivery services (“ODD”) through Pingo (the target firm).

Pingo provides ODD services to Shoprite. ODD services can be described as the service of delivering products ordered on e-commerce platforms where collection is direct from the pick-up point and delivery is direct to the end customer. Pingo’s ODD service platform is integrated with the Sixty60 online shopping platform to ensure that items ordered through the Sixty60 application are delivered to the customer within a specified timeslot.

The Tribunal has approved the proposed merger wherein Southern Point Resources – Fund I SA L.P (“SPR Fund I”), an en commandite partnership represented by its general partner SPR GP1 (Pty) Ltd (“SPR GP1”), intends to acquire the entire issued shareholding in Bushveld Vanchem (Pty) Ltd (“Vanchem”). Post-merger, SPR Fund I will exercise sole control over Vanchem.

The Tribunal found that the transaction does not raise any competition concerns. In respect of public interest considerations, the Tribunal imposed a three-year moratorium on retrenchments.

SPR Fund I is a newly established investment fund. Its mandate, which is to invest in steelmaking inputs, green metals and future transition metals, is focussed on green, transition and non-carbon production investments in the mining industry in South Africa and Southern Africa.

Vanchem is a primary vanadium processing facility with a beneficiation plant located in Mpumalanga. Vanadium is an average-hard, silvery-grey, malleable, non-brittle metal that is electrically conductive and thermally insulating. Vanchem's processing facility is also capable of producing vanadium trioxite, a vanadium powder chemical catalyst used in sulphuric acid production and which is suitable for glass, optic and ceramic applications.

The Tribunal has unconditionally approved the proposed merger whereby Sanlam Life Insurance Ltd (“Sanlam Life”) intends to acquire a specified percentage of shareholding in NMS Insurance Services (SA) Ltd (“NMSIS”). Post-merger, Sanlam Life will have sole control over NMSIS.

Sanlam Life is wholly owned and controlled by Sanlam Limited (“Sanlam”). Sanlam controls numerous firms, spanning multiple jurisdictions. Sanlam and the firms it controls are collectively referred to as the “Sanlam Group”. The Sanlam Group operates through four business clusters that deliver financial solutions to individual and institutional clients across all market segments. Its areas of expertise include insurance (life and general), financial planning, fiduciary, credit, retirement, investment and wealth management. The Sanlam Group’s activities in relation to the provision of life insurance, particularly funeral cover and non-life insurance, are of relevance to the proposed merger.

NMSIS is a licensed micro-insurer and an authorised financial services provider, owned by MultiChoice Group Limited (“MCG”). NMSIS only provides micro-insurance products to MCG’s DStv subscribers.

Issued by:

Gillian de Gouveia, Communications Manager

On behalf of the Competition Tribunal of South Africa

Cell: +27 (0) 82 410 1195

E-Mail: GillianD@comptrib.co.za

Twitter: @comptrib