Competition Commission Endorses R23 Billion Acquisition of Barloworld

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The Competition Commission has recommended that the Competition Tribunal approve the proposed R23 billion acquisition of Barloworld Limited, subject to certain public interest conditions. The deal brings Barloworld one step closer to being taken private by a consortium led by Entsha, a special-purpose vehicle created by the Katlego Le Masego Trust, and Saudi Arabia’s Zahid Group.

This development follows the Public Investment Corporation’s (PIC) acceptance in April of a standby offer to acquire 100% of Barloworld’s ordinary shares at R120 per share. The PIC, which holds a 21.93% stake in Barloworld, endorsed the offer, which was tabled by Newco – a newly established consortium formed to execute the transaction.

Newco comprises Entsha Proprietary Limited and Gulf Falcon Holding, a wholly owned subsidiary of Zahid Group. On Monday, Newco confirmed that the Competition Commission’s recommendation is tied to specific public interest commitments, primarily its undertaking to implement a 13.5% broad-based black economic empowerment (B-BBEE) transaction following Barloworld’s delisting from the Johannesburg Stock Exchange (JSE) and A2X.

The Commission’s recommendation now advances to the Competition Tribunal for final consideration and approval.

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In parallel, Newco noted that the parties involved are continuing to fulfil all outstanding conditions precedent to make the transaction unconditional, including obtaining merger control approvals in other relevant jurisdictions.

Shareholders will be kept informed of any material developments as they arise.

Newco spokesperson Sydney Mhlarhi welcomed the Commission’s support, saying it signals confidence in both the structure and intent of the transaction.

“We strongly believe that the transaction is positive for South Africa and will secure Barloworld’s long-term future,” said Mhlarhi. “It unlocks a material and highly attractive premium for shareholders and will create broad-based economic and value benefits through the BEE transaction. We look forward to concluding the transaction in the near future.”