Capital Newspapers Proprietary Limited and Another v Media24 Holdings Limited and Others

Media24 entered into agreements in August 2024 to sell its newspaper distribution business (On the Dot), a portfolio of 20 community newspapers, and its national soccer publications to entities within the Novus group. The transaction constituted an intermediate merger under the Competition Act 89 of 1998 and was approved by the Competition Commission on 30 October 2024 subject to conditions. Capital Newspapers and Caxton, rival publishers, challenged the approval. Central to their challenge was Media24’s prior and contemporaneous decision to migrate several major newspaper titles from print to digital format and to close print editions. The applicants contended that this migration formed part of a composite strategic plan linked to the merger and should have been notified to and assessed by the Commission. The merging parties and the Commission maintained that the migration was a unilateral commercial decision driven by market decline in print media and did not involve any acquisition or loss of control.

Part B of the application was dismissed with costs, including the costs of three counsel where employed. The Competition Commission’s approval of the merger remained valid and was not reviewed or set aside.

The case clarifies the ambit of the Competition Commission’s merger jurisdiction, particularly in distinguishing between notifiable mergers involving a change of control and unilateral commercial decisions taken in response to market conditions. It reinforces a causation-based approach to determining whether conduct is merger-specific and cautions against an overly mechanistic composite-transaction analysis. The judgment also affirms judicial deference to the Commission in complex, policy-laden competition matters and limits the use of constitutional arguments where no merger jurisdiction is established.