Description of Activities

Description: The Commission resolved to approve with conditions the proposed transaction that constitutes an intra-group or internal restructuring involving the acquisition of additional shares in Number Two Piggeries Proprietary Limited ("N2P") by an existing shareholder, N2 Group Holdings Proprietary Limited ("N2 Holdings"). In terms of the proposed transaction, N2 Holdings will acquire shareholding in N2P from Vaalbank Trust and Lazy B Trust. Following the acquisition, N2 Holdings' shareholding in N2P will increase resulting in N2 Holdings acquiring a controlling interest in N2P.

Acquiring group: The primary acquiring undertaking is N2 Group Holdings Proprietary Limited ("N2 Holdings"), a company incorporated in South Africa. Its business activities are limited to holding its existing investment in Number Two Piggeries Proprietary Limited ("N2P"). N2 Holdings is controlled by the David Miles Family Trust ("DMFT"), a family trust established in South Africa. DMFT does not conduct any business activities other than holding shares in N2 Holdings.

Target undertaking: The target undertaking is Number Two Piggeries Proprietary Limited ("N2P"), a company incorporated in South Africa. In Namibia, N2P holds a controlling interest in Mariental Piggery (Pty) Ltd ("Mariental Piggery"), which, in turn, holds a non-controlling shareholding in Wilru Investments Eight (Pty) Ltd. In addition, N2P controls Mariental Abattoir (Pty) Ltd and Cathral Investment Four (Pty) Ltd ("Cathral Investment"). Cathral Investment, in turn, controls Haloli Piggery (Pty) Ltd, Tsumeb Abattoir (Pty) Ltd, Haloli Game (Pty) Ltd, and Cathral Investments Five (Pty) Ltd, which is currently dormant. N2P is a diversified agricultural holding company focused on primary production and processing within the pork, dairy, and beef industries in South Africa and Namibia. The company operates across four principal business divisions, namely piggeries, abattoirs, dairy, and beef. In Namibia, however, N2P's activities are limited to its piggeries and abattoirs divisions.

Relevant market: Defined the relevant market as the breeding, rearing, and supply of live pigs (piggeries), as well as the slaughtering and processing of pigs for pork products (abattoirs) within Namibia.

Merger Determination

The Commission found that the transaction does not materially alter market concentration or eliminate an independent competitor and is therefore unlikely to substantially prevent or lessen competition through structural effects alone. However, the acquisition of sole control may strengthen the merged entity's ability to influence market outcomes, including decisions relating to production levels, sourcing strategies, pricing, and the potential substitution of locally produced pork with imports from the acquiring group's South African operations. Such strategies may be commercially justified by efficiencies and economies of scale; however, in the context of a concentrated domestic pork industry, they may also create risks for local production capacity, customers, employment, and the long-term sustainability of Namibia's pork value chain.

Merger Determination No.5 of 2026