African Media Entertainment Ltd v Lewis NO and Others; Primedia Ltd and Others

Primedia Ltd, through an indirect structure, acquired an indirect 24.9% management interest and up to an 18% financial interest in Kaya FM (Pty) Ltd, a radio station potentially competing with Primedia’s existing radio stations. The transaction arose via the acquisition by Kaya and Capricorn Capital Partners of all the shares in New Africa Investments Ltd, which held the stake in Kaya FM. The merger was notified as an intermediate merger and initially approved by the Competition Commission subject to conditions. The Competition Tribunal later unconditionally approved the merger. African Media Entertainment Ltd (AME), a rival bidder and intervening party, successfully reviewed the first Tribunal approval, leading to a remittal. Upon reconsideration, the Tribunal again unconditionally approved the merger. AME brought a second review challenging the Tribunal’s reconsidered decision.

The review application by African Media Entertainment Ltd was dismissed, and the Tribunal’s second unconditional approval of the merger was upheld.

The case clarifies the distinction between jurisdictional control inquiries under section 12 of the Competition Act and substantive competition analysis under section 12A. It affirms the principle of judicial deference to the Competition Tribunal’s expertise and confirms the Tribunal’s flexible, inquisitorial evidentiary powers under section 55. The judgment provides important guidance on the proper scope of review in competition merger cases.