Description of Activities

Description: The Commission resolved to approve with conditions the acquisition by TSTO Retail Investments (Proprietary) Limited of the businesses conducted as Theo’s SPAR Otjiwarongo, Tops @ SPAR Otjiwarongo, and SPAR Savemor Orweto from TRJ’s Trading Enterprises CC, including assets.

Acquiring group: The primary acquiring undertaking is TSTO Retail Investments (Proprietary) Limited (“TSTO Retail”), a limited company incorporated in accordance with the laws of Namibia. TSTO Retail is a subsidiary of the SPAR Group and was established for the purpose of the proposed transaction, and it does not control any other entity. Besides TSTO Retail, the SPAR Group only owns and controls SPAR Namibia (Pty) Ltd (“SPAR Namibia”) in Namibia. TSTO Retail, SPAR Namibia, and the entire SPAR Group are herein referred to as the Acquiring Group.

Although TSTO Retail is a newly established entity with no business activities in Namibia or elsewhere, it is a subsidiary of SPAR Namibia, which is engaged in the wholesale and retail of food and allied products by functioning as an agent used by the SPAR Group to collect receivables from retailers and remit them to the SPAR Group in South Africa. Whereas the activities of the SPAR Group in Namibia are in the form of a wholesale supplier to local retailers who are members of the SPAR Guild of Southern Africa NPC (“SPAR Guild"). 

Target undertaking: The primary target undertakings are the businesses conducted as Theo’s SPAR Otjiwarongo, Tops @ SPAR Otjiwarongo, and SPAR Savemor Orweto by TRJ’s Trading Enterprises CC (in liquidation) (“TRJ Trading”), a close corporation currently in liquidation proceedings. TRJ Trading is not controlled by any other undertaking. TRJ Trading is herein referred to as the Seller, and the businesses collectively referred to as the Target Businesses, and collectively as the Target Group.

TRJ Trading is a member of the SPAR Guild and operates as an independent retailer of the SPAR Group operating under the SPAR, TOPS at SPAR and Savemor trading names and is the current owner of the Target Businesses, which are in Otjiwarongo, Namibia. The businesses comprise two retail grocery businesses trading as Theo’s SPAR Otjiwarongo and SPAR Savemor Orweto, as well as the liquor business trading as Tops @ SPAR Otjiwarongo. The Target Businesses, which offers a range of fast-moving consumer goods (FMCGs), procures the majority of their grocery goods and liquor products from the SPAR Group’s distribution centres. As such, the Target Businesses operate in the downstream supply chain.

Relevant market: Defined the relevant market as twofold, with the i) upstream market being, the wholesale supply of fast-moving consumer goods (FMCGs) and the ii) downstream market being, the retail sale of FMCGs.

Merger Determination

The Commission found the proposed transaction unlikely to result in the prevention or substantial lessening of competition or result in any undertaking to acquire or strengthen a dominant position in the market. However, the merger did raise public interest concerns, thus, the Commission approved the merger subject to employment protection conditions that will ensure continued employment of existing employees of the Target Businesses.

Mergers determination no.7 of 2026