The Competition and Consumer Authority (CCA) has given conditional approval of Choppies Distribution Centre's (CDC) plan to snap up 76% of Kamoso Africa, allowing it to effectively take over control of the diversified group.
The deal, whose value has not been publicly disclosed yet, grants CDC access to the Kamoso group’s well-known divisions such as Liquorama, Builders Mart, Mediland, Lemepe, Mont Catering and Refrigeration and others. CDC is an entity wholly owned by Choppies Enterprises Limited, the country’s largest supermarket chain with 100 stores offering fast-moving consumer goods, including bakery, butchery, fresh fruit and vegetables, as well as fast food.
CDC filed its merger request in late January and the CCA on Monday announced the conditional approval in a statement.
“The assessment of the merger did not reveal any competition concerns,” CCA CEO, Tebelelo Pule said. “The proposed transaction is a vertical merger and as such, the merging parties are active in different segments of the supply chain.”
She added: “The merged entity does not have the ability nor incentive to foreclose competitors of the acquiring enterprise in the lower segment of the supply chain as this is not expected to result in any commercial gain. “The implementation of the proposed merger will not result in any market share accretion for the merged enterprise or any entity in Botswana.”
Conditions attached to the approval are generally around the welfare of employees and the subsidiaries that will be impacted by the deal. No retrenchments specific to the merger are allowed within three years of the implementation of the deal and no disposal of Kamoso’s businesses is allowed within three years, without notification made to the CCA.
On each anniversary of the deal’s implementation date, CDC and Kamoso are also required to report their compliance with the conditions of approval and demonstrate their contribution to citizen empowerment, SMMEs, and employment in addition to their current commitments to the same areas.
At present, Kamoso is owned by private equity units linked to Rand Merchant Bank and Ninety One (formerly Investec), the Botswana Development Corporation (BDC) as well as Ramachandran and Narayanan Ottapathu. CDC’s proposed transaction involves taking over all the shareholding not currently owned by the BDC.
The latest developments mark another turn in the evolution of Kamoso Africa, after Choppies directors, Ramachandran Ottapathu and Farouk Ismail, sold in 2015 most of their holdings in the diversified group to a consortium led by Standard Chartered Private Equity in a deal worth P452 million.
In 2017, Stanchart Private Equity sold its stake to the private equity units of Rand Merchant Bank and Investec Asset Management, which in turn shaved off 24% of this in 2020 to the BDC.