The Competition Commission has asked South Africa’s Competition Tribunal to revoke its conditional approval of Premier Group’s acquisition of RFG Holdings, after an investigation found the companies failed to disclose plans to close a major fruit-canning facility before the merger was approved.

The application follows a complaint involving the South African Clothing and Textile Workers Union, which challenged Premier’s decision to wind down RFG’s Fruit Processing Western Cape facility in Tulbagh. The union argued the planned closure conflicted with employment protections attached to the merger approval.

Closure raises merger concerns

The commission said Premier and RFG had not indicated before the merger was referred to the tribunal that they intended to close or dispose of manufacturing facilities, production lines or equipment following completion of the transaction.

Premier acquired RFG in March through a share-swap deal valued at about R6.5 billion ($389 million), with RFG subsequently delisted from the JSE. The merger was implemented March 30, but Premier disclosed plans to close the Tulbagh facility to the commission four months later.

The cannery is one of only two fruit-canning facilities in South Africa and provides an important route to market for about 200 Western Cape fruit growers. Its proposed closure would affect more than 400 permanent and fixed-term employees, alongside thousands of seasonal workers across the agricultural supply chain.

Commission challenges disclosure

Competition Commissioner Doris Tshepe said Wednesday that the commission’s investigation found Premier and RFG had failed to disclose information about the contemplated closure to both the commission and tribunal, despite having known about and discussed the option before merger approval.

The commission said the omission prevented regulators from assessing the closure’s potential competition and public-interest consequences before approving the transaction. It warned that withholding material information can undermine South Africa’s merger-control system and potentially lead to an approved merger being revoked.

The commission considers the Tulbagh closure material because it would remove the only competitor to Langeberg in South Africa’s fruit-canning market, effectively creating a monopoly. The tribunal will now consider the commission’s application and determine whether the merger approval should be withdrawn.

Premier expands food footprint

Premier, founded in 1824 and headquartered in Midrand, is one of South Africa’s largest food manufacturers. The JSE-listed group operates across bakeries, milling, confectionery, home and personal care, and culinary products, with brands including Blue Ribbon, Snowflake, Iwisa, Manhattan’s, Mister Sweet, Rhodes, Bisto, Hinds and Pakco.

The company operates 47 mills, bakeries and manufacturing plants, supported by 28 distribution depots across South Africa, Mozambique, Eswatini and Lesotho. Premier employs more than 15,500 people and has a market capitalization of about R28.9 billion ($1.7 billion), underscoring the scale of the group behind the disputed transaction.

RFG, founded in 1896 and headquartered in Groot Drakenstein, Western Cape, produces convenience meals and other food products for South Africa, sub-Saharan Africa and international markets. Its operations include 14 manufacturing facilities across South Africa and Eswatini, with exports reaching the U.K., Europe, the U.S. and the Far East.