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COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM035Jul21
In the matter between:
Super Group Holdings (Pty) Ltd Primary Acquiring Firm
And
Regional Wholesale Service (Pty) Ltd Primary Target Firm
Panel: AW Wessels (Presiding Member)
I Valodia (Tribunal Member)
A Ndoni (Tribunal Member)
Heard on: 23 September 2021
Order Issued on: 23 September 2021
Reasons Issued on: 6 October 2021
REASONS FOR DECISION
[1] On 23 September 2021, the Competition Tribunal (“Tribunal”) unconditionally approved
the transaction involving Super Group Holdings (Pty) Ltd (“Super Group”) and Regional
Wholesale Service (Pty) Ltd (“RWS”).
[2] The proposed transaction involves Super Group acquiring a controlling interest in
RWS.1
[3] Super Group is a wholly owned subsidiary of Super Group Limited (Pty) Ltd, a company
listed on the Johannesburg Stock Exchange. Super Grou p is a supply chain
management company, which deals with inter alia the sourcing, procurement, transport,
and warehousing of goods and services.
[4] RWS offers regional wholesale collections and deliveries to the courier and logistics
industry.
[5] The Competition Commission (“Commission”) identified horizontal overlap s in the
activities of the merging parties. It assessed the impact of the proposed transaction on
the following markets (without taking a definitive view regarding the precise market
delineation):
5.1. the national market for the provision of courier services;
1 Post the transaction, the shareholding in RWS’s issued share capital will be as follows: Super Group - 58%;
Hugh Randall Holdings (Pty) Ltd - 32%; and Business Express of South Africa (Pty) Ltd - 10%.
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5.2. the national market for the provision of freight forwarding and clearing services;
and
5.3. the national market for the provision of contract logistics and warehousing
services.
[6] The Commission found that post-merger, the merger parties will have market shares of
less than 15% in all of the above markets. Further, there are other companies that will
continue to constrain the merg er parties in each of these markets post-merger. In
addition, the Commission found that the merging parties’ business models differ
significantly and that they cannot be deemed as direct competitors.
[7] Customers and competitors raised no concerns regarding the effects of the proposed
transaction on competition.
[8] The Commission also found an insignificant vertical overlap between the activities of
the merging parties that we do not deal with in any detail since it is unlikely to ra ise
foreclosure concerns.
[9] We concur with the Commission’s conclusion that the proposed transaction is unlikely
to substantially prevent or lessen competition in any relevant market.
[10] The merger parties submitted that there shall be no retrenchments as a result of the
proposed transaction.
[11] The merger parties further submitted that RWS currently utilises, as part of its courier
network, independently owned companies, the majority of which are owned by the
Historically Disadvantaged Persons (HDPs) to carry out the delivery of parcels. It further
provides funding to these independently owned companies through what is calle d “B-
BBEE Spending” under enterprise development. They also submitted that the proposed
merger would allow RWS to grow into new territories over the next two to three years
in the Western Cape, Eastern Cape and KwaZulu -Natal. This growth plan is expected
to increase the number of independent businesses in the courier services market.
[12] We conclude that t he proposed transaction does not give rise to any public interest
concerns.
6 October 2021
concerns.
6 October 2021
Mr. A. W. Wessels Date
Ms. Andiswa Ndoni and Prof. Imraan I. Valodia concurring
Tribunal Case Manager: D Mogapi
For the Merging Parties: B Seleke of Fluxmans Attorneys
For the Commission: M Aphane and T Masithulela