AMKA Products And Wellbeing Segment

The judgment

The court's own file

1 COMPETITION TRIBUNAL OF SOUTH AFRICA Case No.: LM154Jan25 In the matter between: Amka Products Proprietary Limited Primary Acquiring Firm And The wellbeing segment of the Baby Division of Tiger Consumer Brands Limited (“Baby Wellbeing Business”) Primary Target Firm Introduction [1]On 4 March 2025 the Tribunal approved the large merger whereby Amka Products Proprietary Limited (“Amka Products”) intends to acquire the wellbeing segment of the Baby Division of Tiger Consumer Brands Limited (the “Target Business”), as a going concern. Post implementation of the proposed transaction, Amka Products will exercise sole control over the Target Business. Parties and their activities Primary Acquiring Firm Panel : Imraan Valodia (Presiding Member) : Geoff Budlender (Tribunal Member) :Andiswa Ndoni (Tribunal Member) Heard on : 04 March 2025 Order issued on : 04 March 2025 Reasons issued on : 26 March 2025 REASONS FOR DECISION 2

[2]The primary acquiring firm is Amka Products Proprietary Limited (“Amka Products”), a private company incorporated in accordance with the laws of South Africa. [3]Amka Products, its controlled firms and its controlling firms are collectively referred to as the “Acquiring Group”. [4]The Acquiring Group is a South African business operating in the health and beauty industry. The group has a portfolio of over 50 brands across hair care, home care and personal care products.

[5]Relevant to the proposed transaction are the Acquiring Group’s activities relating to the manufacture and supply of baby care products, which include baby personal care products such as aqueous creams, petroleum jelly and baby soap, sold under the Krayons, Clere and Top Society brands. Primary Target Firm [6]The primary target firm is the Baby Wellbeing Business of the Baby Division of Tiger Consumer Brands Limited (“Tiger Consumer Brands”) (the “Target Business”). [7]The Target Business is wholly owned by Tiger Consumer Brands and does not control any firms. The Target Business is the Tiger Consumer Brands Baby Division, offering baby personal care and medicinal products. [8]The baby personal care product range of the Target Business is sold under the ‘Purity’ brand and the ‘Purity & Elizabeth Anne’s’ brands which includes: Baby skin care products, Baby laundry detergent, stain remover and fabric conditioner, Mama care: nipple and stretch-mark cream; and Baby insect repellent. [9]The baby medicinal range of the Target Business includes the following brands / products: Muthi Wenyoni antacid; Vi-Daylin vitamins and supplements; Telament colic / wind drops; Antipeol nappy rash cream; and Phipp’s constipation remedy. 3 [10]Of relevance to the assessment of the proposed transaction are the baby personal care products offered by the Target Business. The proposed transaction only concerns the Baby Wellbeing Business and not the Tiger Consumer Brand’s Baby Nutrition Business. [11]Further, the Target Business being acquired by Amka Products comprises of the Elizabeth Anne’s brand and trademark, but excludes the Purity brand / trademark, which will continue to be held by Tiger Consumer Brands. Competition analysis [12]Through its investigation the Commission found that the proposed transaction results in a horizontal overlap in the national market for the manufacture and supply of baby personal care products. [13]In assessing the transaction, the Commission considered the relevant activities of the merging parties and found that the proposed transaction results in a horizontal overlap in the manufacture and supply of baby personal care products in South Africa. [14]The Commission found that the merging parties are both active in the manufacture and supply of baby personal care products. The Commission’s investigation further found that the merging parties are both active in the manufacture and supply of baby personal care products.

[15]In its investigation, the Commission considered the Tribunal’s previous case, Unilever Plc & Unilever N.V. and Sara Lee Corporation (the “Unilever/Sara Lee matter”), 1 where the Tribunal identified and assessed a broad market for the manufacture and supply of personal care products, as well as narrower markets (which it delineated on the basis of the end use of the products) for the manufacture and supply of hair care, fragrance, body care, bath care and face care. In its assessment of Unilever/Sara Lee matter, the European Commission noted that personal care products for babies and adults constitute separate markets). 1 Tribunal Case No.: 4/LM/Mar10, 77/LM/Sep06. 4

[16]Given the limited product range overlap between the activities of the merging parties, the Commission did not conclude on the relevant product market and considered the effect of the proposed transaction in the market for the manufacture and supply of baby personal care products.

[17]We understand that the merging parties considered the geographic market for the respective markets to be national. The Commission also assessed the relevant market nationally because the merging parties and their competitors supply their products to customers / retailers located throughout South Africa. In previous similar matters, including the Unilever/Sara Lee matter, the Tribunal found that the market for the manufacture and supply of personal care products is national in scope.

[18]The merged entity will have an estimated combined post-merger market share of approximately with a market share accretion of in the market for the manufacture and supply of baby personal care products. Conclusion on the competition assessment

[19]In light of the above, we see no reason to deviate from the Commission’ s assessment that the proposed transaction is unlikely to significantly alter the structure of the market for the manufacture and supply of baby personal care products. Public interest Effect on Employment

[20]The merging parties submitted that the proposed transaction will not give rise to any employment concerns.

[21]The employees of Amka Products are represented by an employee representative who did not raise any employment concerns relating to the proposed transaction. 5 [22]The Target Business currently has only one employee dedicated to the Target Business; the other employees who are involved in the manufacturing operations of the Target Business are shared employees who work for other divisions of Tiger Brands. Post-merger, only the one dedicated employee will be transferred with the Target Business and the shared employees will remain with Triger Brands. [23]The Target Business employee did not raise any employment concerns relating to the proposed transaction. [24]In light of the above, we are satisfied that the proposed transaction is unlikely to have a negative effect on employment. Effect on a greater spread of ownership [25]Amka Products is 100% owned and controlled by historically disadvantaged persons (HDPs). The Target Business has an indirect 31.03% shareholding held by HDPs. [26]The Commission is of the view that the proposed transaction results in the promotion of HPD ownership post-merger, as the Target Business will be significantly more empowered.

[27]We are satisfied with the Commission’s assessment that there are no other public interest considerations arising from this transaction.

[28]We conclude that the proposed transaction is justifiable on public interest grounds. Conclusion on the public interest assessment [29]We received no evidence of third parties, whether customers or competitors, expressing concerns about this aspect of the proposed merger. 6 [30]We are satisfied that the proposed transaction is justifiable on public interest grounds. Conclusion [31]We conclude that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market and is justifiable on public interest grounds.

[32]We therefore approve the proposed transaction without conditions. 26 March 2025 Presiding Member Prof. Imraan Valodia Date Concurring: Adv. G. Budlender SC and Ms. A. Ndoni Tribunal Case Manager: Princess Ka-Siboto For the Merger Parties: Vani Chetty of Vani Chetty Competition Law (Pty) Ltd; Natalia Lopes, Nelisa Ndaleni and Lameez Mayet of ENS Africa For the Commission: Reabetswe Molotsi and Betty Mkatshwa