Merger Alert: outcome of mergers decided by the Tribunal - 25 April 2023
| Type of matter | Parties involved | Tribunal Decision |
| Large merger | Foschini Retail Group (Pty) Ltd and that portion of the business conducted under the “Street Fever” business name out of retail stores in South Africa (as a going concern and income earning activity) by BMT StreetFever (Pty) Ltd | Approved with conditions |
| Large merger | Community Property Company (Pty) Ltd And Luvon Investments (Pty) Ltd and Twin City Trading (Pty) Ltd in respect of Sam Ntuli Mall | Approved with conditions |
| Large merger | Unitrans Supply Chain Solutions (Pty) Ltd And the Transport Business of RCL Food and Sugar and Milling (Pty) Ltd | Approved with conditions |
| Large merger | Hollywood Sportsbook Holdings (Pty) Ltd And Kenilworth Racing (Pty) Ltd | Approved with conditions |
Foschini Retail Group (Pty) Ltd and that portion of the business conducted under the “Street Fever” business name out of retail stores in South Africa (as a going concern and income earning activity) by BMT StreetFever (Pty) Ltd
The Tribunal has approved, subject to employment and local procurement related conditions, the proposed merger whereby Foschini Retail Group (Pty) Ltd (“Foschini”) intends to acquire the business conducted under the “Street Fever” business name from BMT Street Fever (Pty) Ltd. Post-merger, the Street Fever business will be solely controlled by Foschini, and by extension, The Foschini Group (“TFG”).
In line with the conditions imposed by the Tribunal, for three years after the merger’s approval date, the merged entity will keep a record of retrenched employees and notify them of any employment opportunities that arise, taking into consideration qualifications, expertise and physical location. In addition, the merged entity will not retrench any employees as a result of the merger for a period of three years from the transaction’s approval date.
On local procurement, the merged entity will replace imported apparel and footwear products with those from local manufacturers for a specified period and value. A portion of the spend must be geared towards small businesses owned by historically disadvantaged persons.
TFG is a South African chain-store group with fashion and lifestyle retail brands offering clothing, cosmetics, jewellery, sporting apparel and equipment, cell phones, mobile technology products, homeware and furniture. TFG’s retail offering is available in-store and online. Relevant to the proposed transaction are TFG’s lifestyle fashion retail chains i.e. Totalsport, Sports Scene, Archive and Sneaker Factory.
The target business is a South African retailer of branded lifestyle and sports-inspired “athleisure” footwear, apparel and accessories presently conducted under the business name
“Street Fever”. Street Fever has stores across South Africa and its retail offering is also available online.
Community Property Company (Pty) Ltd And Luvon Investments (Pty) Ltd and Twin City Trading (Pty) Ltd in respect of Sam Ntuli Mall
The Tribunal has conditionally approved the proposed merger whereby Community Property Company (Pty) Ltd (“CPC”) will acquire the retail property letting enterprise known as Sam Ntuli Mall from Luvon Investments (Pty) Ltd (“Luvon Investments”) and Twin City (Pty) Ltd (“Twin City”).
The Tribunal has approved the transaction subject to conditions involving the removal of exclusivity provisions in the Mall’s lease agreement (that CPC will inherit) which are in favour of a particular retailer. The amended lease agreement will not contain any exclusivity provisions in any form whatsoever. Among others, all retailers must be informed about the amended lease agreement and information in this regard must be published on the Mall’s website.
CPC is ultimately controlled by Old Mutual Limited. The acquiring group is active in asset management, life insurance, banking and investment products, short-term insurance and property management. Its property activities in Gauteng are relevant to the assessment of the proposed transaction.
The Sam Ntuli Mall is situated in Katlehong, in Gauteng. It is classified as a small regional shopping centre.
Unitrans Supply Chain Solutions (Pty) Ltd And the Transport Business of RCL Food and Sugar and Milling (Pty) Ltd
Subject to employment related conditions, the Tribunal has approved the proposed merger in terms of which Unitrans Supply Chain Solutions (Pty) Ltd (“USCS”) intends to acquire the transport business of RCL Foods Sugar and Milling (Pty) Ltd as a going concern (“RCL Transport Business”).
The acquiring group has a diversified product offering within the industrial, chemical and logistics sectors. Relevant to the proposed transaction are the logistics services carried out by USCS to customers within the food, beverages, animal feed, fast moving consumer goods, freight forwarding, automotive, construction, mining, chemicals, fuels, gas and lubricants industries in South Africa.
The RCL Transport Business consists of the transportation of sugar cane, bulk raw sugar and
finished sugar goods produced by RCL Sugar and Milling and provides in-house transportation services.
Hollywood Sportsbook Holdings (Pty) Ltd And Kenilworth Racing (Pty) Ltd
The Tribunal has approved, with employment related conditions, the proposed large merger whereby Hollywood Sportsbook Holdings (Pty) Ltd (“Hollywood”) intends to acquire Kenilworth Racing (Pty) Ltd (“Kenilworth”) from The Thoroughbred Horseracing Trust (the “Trust”).
The Hollywood Group is a licensed sports betting operator in South Africa. It operates retail outlets, conducts online betting operations and has a mobile site.
Kenilworth is primarily involved in the horseracing industry as a racecourse operator. It owns and operates racecourses and hosts horse racing meetings.
A full press release will be issued in due course.
Issued by:
Gillian de Gouveia, Communications Officer
On behalf of the Competition Tribunal of South Africa
Cell: +27 (0) 82 410 1195
E-Mail: GillianD@comptrib.co.za
Twitter: @comptrib
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