Merger Alert: Outcome of mergers decided by the Tribunal - 28 February 2025

The Competition Tribunal (“Tribunal”) has conditionally approved the proposed merger involving Lactalis South Africa (Pty) Ltd (“Lactalis SA”) acquiring full ownership and control of Vista 24 (Pty) Ltd (“Vista 24”).

The Tribunal has approved the proposed transaction subject to conditions which address public interest issues involving employment, Broad-Based Black Economic Empowerment (“B-BBEE”) and procurement from historically disadvantaged persons (“HDPs”).

Lactalis SA, formerly known as Parmalat South Africa (Pty) Ltd (“Parmalat SA”), is ultimately controlled by French firm, B.S.A. SAS. The Lactalis Group acquired Parmalat SA in 2011 as part of its takeover of the Parmalat Group and rebranded it as Lactalis SA in 2020. This global dairy company operates in 94 countries. In South Africa, it produces and sells dairy products, juices, and other food items while promoting its various brands.

Vista 24 is controlled by Nestlé (South Africa) (Pty) Ltd (“Nestlé ZA”), which is ultimately controlled by Nestlé S.A., a Swiss firm. Vista 24 was specifically created to hold the Cremora business, which Nestlé ZA will transfer to it before the merger is implemented. The Cremora business includes the production, marketing and distribution of non-dairy creamer products sold under the Cremora brand. Cremora is commonly used in coffee and tea as a creamer and as a thickening agent in baking and cooking.

The Tribunal has conditionally approved the proposed merger wherein Sand Olive Investments (Pty) Ltd (“Sand Olive”) intends to acquire shareholding held by FirstRand Ltd (“FirstRand”) in MotoVantage Holdings (Pty) Ltd (“MotoVantage”). The proposed transaction is a move by Sand Olive from joint to sole control of MotoVantage.

The Tribunal has approved the proposed merger subject to conditions which address public interest issues i.e. MotoVantage will spend a specified amount on initiatives aimed at supporting small to medium-sized black-owned businesses. This includes both financial and non-financial assistance such as preferential loans, capital investments in infrastructure, mentorship and training.

Sand Olive is a wholly owned subsidiary of Hollard Holdings (Pty) Ltd (“Hollard”). The acquiring group (Hollard and its subsidiaries) is a short- and long-term insurance company. Through one of its subsidiaries, the acquiring group conducts an administration service of insurance products. Its main line of business involves the administration of retail insurance products such as cell phone cover and funeral cover. In the motor value added products (“VAPs”) segment of the market, it administers products distributed through motor dealers including warranty cover, tyre and rim insurance, credit shortfall cover and scratch and dent cover.

MotoVantage administers, distributes and markets short- and long-term insurance products underwritten by licensed insurers. In the short-term segment, it administers motor VAPs such as warranty cover, tyre and rim insurance, credit shortfall cover and scratch and dent cover, among others. In the long-term segment, MotoVantage administers credit life insurance.

The Tribunal has unconditionally approved the proposed merger in terms of which Clientèle Limited (“Clientèle”) intends to acquire Emerald Life (Pty) Ltd (“Emerald Life”). Following the implementation of the proposed transaction, Clientèle will exercise sole control of Emerald Life.

Clientèle controls Clientèle Life Assurance Company Ltd (“Clientèle Life”) and 1Life Insurance (RF) Ltd (“1Life”), among others. The acquiring group (through Clientèle Life and 1Life) is active in the provision of life insurance to retail consumers. It also provides a limited range of non-life insurance products (i.e. legal cover). The acquiring group’s activities relating to the provision of life insurance products, provided through Clientèle Life and 1Life, is relevant to the proposed merger.

Emerald Life is a licensed life micro-insurer that provides funeral insurance cover to individual retail customers.

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