Acquiring Undertaking:	RCL Group Services Proprietary Limited	Date Received:	Monday, 15 Jun 2026
Target Undertaking:	artin& Martin Proprietary Limited (including its South African-owned brands) along with select brands held by Simrose Investments S.A.	Determination:
Type of Merger:	Horizontal	Analyst:	Tumuzera Kiewiet

Description of Activities

Description of transaction: The proposed transaction concerns a share acquisition by RCL Group Services Proprietary Limited (RCL Group Services or the Acquiring Firm) of Martin& Martin Proprietary Limited (M&M) from Simrose Overseas S.A. (Simrose Overseas, including its South African-owned brands) along with select brands held by Simrose Investments S.A. (Simrose Investments) for specified territories including Sub-Saharan Africa and, in certain cases, the Middle East. 

Acquiring group: The primary acquiring undertaking is RCL Group Services, a company incorporated within the laws of South Africa, and it is a subsidiary of RCL FOODS Limited (RCL FOODS), listed on the Johannesburg Stock Exchange and controlled by Remgro Limited. The acquiring group produces a wide range of branded and private label food products, including culinary, pet food, sugar, flour, bread, beverage products and logistical services.  The acquiring group derives turnover from Namibia through the supply of a range of branded pet food products, namely: Bobtail, Canine Cuisine, Catmor, Dogmor, Bonzo and Optimizor. In addition to pet food, the acquiring group also supplies Nola mayonnaise, Number 1 Mageu, Yum Yum peanut butter, Ouma rusks, Nola sunflower oil, and Piemans pies.

Target undertaking: The primary target undertaking is M&M including its South African-owned brands, as well as selected brands held by Simrose Investments in relation to specified territories, including Sub-Saharan Africa and, in certain cases, the Middle East. M&M is a company incorporated in accordance with the laws of South Africa. M&M manufactures and distributes pet food predominantly within the wet pet food category for dogs and cats. In addition, M&M is active in pet treats as well as pet nutrition through supplementary and conditioning products, including vitamin and mineral supplements. A further activity of M&M is the development, manufacture, and supply of pet wellness products, including condition-specific products addressing joint health, arthritis, stiffness, and mobility, as well as broader health support solutions. M&M also supplies oral pet wellness products, such as tablets and chewable formats. 

M&M further operates in the pet hygiene and care segment, supplying products that support cleanliness, comfort, and day-to-day pet management, including the cat litter category, offering traditional and eco-friendly litter solutions designed for effective hygiene, absorbency, and odour control, including biodegradable litter products manufactured from renewable materials such as soya and maize.

M&M sells products under the following brands in South Africa and neighbouring areas (including Namibia): Bob Martin (pharmaceuticals, medical, and veterinary preparations), Olympic Professional, Beeno, Lopis, and Vetcare. M&M also has exclusive rights to manufacture, market, and sell select brands held by Simrose Investments in specified territories, including Sub-Saharan Africa (including South Africa, Botswana and Namibia) and, in certain cases, the Middle East. The principal brands, owned internationally by Simrose Investments, are BUTCH, Pamper, and Husky. Bob Martin, Husky, Butch, and Pamper are available in Namibia.

Relevant market: The merging parties submit that the relevant market is the supply of pet food products. 

Merger Determination

Description of transaction: The proposed transaction concerns a share acquisition by RCL Group Services Proprietary Limited (RCL Group Services or the Acquiring Firm) of Martin& Martin Proprietary Limited (M&M) from Simrose Overseas S.A. (Simrose Overseas, including its South African-owned brands) along with select brands held by Simrose Investments S.A. (Simrose Investments) for specified territories including Sub-Saharan Africa and, in certain cases, the Middle East. 

Acquiring group: The primary acquiring undertaking is RCL Group Services, a company incorporated within the laws of South Africa, and it is a subsidiary of RCL FOODS Limited (RCL FOODS), listed on the Johannesburg Stock Exchange and controlled by Remgro Limited. The acquiring group produces a wide range of branded and private label food products, including culinary, pet food, sugar, flour, bread, beverage products and logistical services.  The acquiring group derives turnover from Namibia through the supply of a range of branded pet food products, namely: Bobtail, Canine Cuisine, Catmor, Dogmor, Bonzo and Optimizor. In addition to pet food, the acquiring group also supplies Nola mayonnaise, Number 1 Mageu, Yum Yum peanut butter, Ouma rusks, Nola sunflower oil, and Piemans pies.

Target undertaking: The primary target undertaking is M&M including its South African-owned brands, as well as selected brands held by Simrose Investments in relation to specified territories, including Sub-Saharan Africa and, in certain cases, the Middle East. M&M is a company incorporated in accordance with the laws of South Africa. M&M manufactures and distributes pet food predominantly within the wet pet food category for dogs and cats. In addition, M&M is active in pet treats as well as pet nutrition through supplementary and conditioning products, including vitamin and mineral supplements. A further activity of M&M is the development, manufacture, and supply of pet wellness products, including condition-specific products addressing joint health, arthritis, stiffness, and mobility, as well as broader health support solutions. M&M also supplies oral pet wellness products, such as tablets and chewable formats. 

M&M further operates in the pet hygiene and care segment, supplying products that support cleanliness, comfort, and day-to-day pet management, including the cat litter category, offering traditional and eco-friendly litter solutions designed for effective hygiene, absorbency, and odour control, including biodegradable litter products manufactured from renewable materials such as soya and maize.

M&M sells products under the following brands in South Africa and neighbouring areas (including Namibia): Bob Martin (pharmaceuticals, medical, and veterinary preparations), Olympic Professional, Beeno, Lopis, and Vetcare. M&M also has exclusive rights to manufacture, market, and sell select brands held by Simrose Investments in specified territories, including Sub-Saharan Africa (including South Africa, Botswana and Namibia) and, in certain cases, the Middle East. The principal brands, owned internationally by Simrose Investments, are BUTCH, Pamper, and Husky. Bob Martin, Husky, Butch, and Pamper are available in Namibia.

Relevant market: The merging parties submit that the relevant market is the supply of pet food products. 

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