Momentum Group Limited and Others v Chairperson, Competition Tribunal and Others

Momentum Group Limited and African Life Health (Pty) Ltd (ALH) applied for approval of a large merger under Chapter 3 of the Competition Act 89 of 1998. The Competition Commission investigated the transaction and recommended unconditional approval. The Competition Tribunal approved the merger but imposed conditions requiring the elimination of cross-directorships between the Momentum Group and the Discovery Group, both ultimately controlled by FirstRand Limited. Momentum Group and certain affected directors sought review and appealed against the Tribunal’s decision, contending that the conditions were unjustified, unsupported by evidence, overly broad, and imposed without affording affected parties a proper hearing.

The appeal and review succeeded, and the Competition Appeal Court ordered that the merger be approved unconditionally.

The case clarifies that while the Competition Tribunal has wide inquisitorial powers and is not bound by the Commission’s recommendations, any merger conditions imposed must be supported by evidence and a proper application of section 12A of the Competition Act. It underscores limits on speculative competition concerns and affirms that historical corporate governance arrangements unrelated to a merger cannot, without more, justify merger conditions.