The Competition Tribunal approved Harith Aviation’s purchase of Safair Holdings, the owner of FlySafair, on 27 October, subject to conditions.
The Tribunal’s case page lists the outcome as “Approved Subject to Conditions” under case number LM197Mar26. The panel was Andreas Wessels, Imraan Valodia and Mondo Blessing Mazwai. The Tribunal has not yet published its reasons, and its page shows the case as “Pending Reasons”.
Harith applied to the Competition Commission on 4 March. The Commission said in a statement on 13 July that it recommended approval with conditions. The buyer is an infrastructure fund manager whose controllers include Pan-African Infrastructure Development Fund 2 SA and Harith InfraCo (RF) Limited. The seller’s ultimate controller is ASL Aviation Holdings Designated Activity Company, and Safair Operations, a Safair Holdings subsidiary, runs the airline.
The Commission said the conditions remedy competition concerns that the deal would raise. The Tribunal’s page names the relevant market as the provision of airports and related services, and the conditions are written around Lanseria International Airport, where the Lanseria Group sits in the structure they cover.
The Tribunal’s conditions attach to Harith and to the Government Employees Pension Fund and the Public Investment Corporation, which the order calls reporting parties. Harith may not take part in Lanseria Group decisions on pricing, slot allocation, apron access or other infrastructure that other airlines need. The order requires fair, reasonable and non-discriminatory terms for any airline-related or airport-related goods or services given to third-party airlines at Lanseria.
The information rules are detailed. Harith and the pension fund bodies may not appoint common directors to the boards of the Lanseria Group, Airports Company South Africa and the merging companies. Competitively sensitive information may only be reported to investment committees in closed sessions and in aggregated form. Information on airport tariff talks with airlines may not reach those committees until the talks end.
The order sets a moratorium on retrenchments. The merger parties “shall not retrench any employee as a result of the Merger” for the moratorium period, which runs from approval to implementation and then for three years. The order excludes voluntary separation, early retirement, resignations, retirements, retrenchments for operational reasons unrelated to the merger, and dismissals for misconduct or poor performance.
Compliance is checked after closing. Within 15 days the reporting parties must give the Commission a confidential information exchange policy and a fair access policy for approval. The relevant parties must file compliance affidavits every year for five years.
The Tribunal’s notice says the approval can be revoked if it was granted on incorrect information, obtained by deceit, or if a party breaches a condition.
Other deals from the same Commission meeting are on the business and companies desk. The Tribunal has not said when Harith and ASL Aviation expect to close the deal. Appeals to the Competition Appeal Court must be lodged within 20 business days of the 27 October decision.
