South Africa’s Competition Commission has applied to revoke approval of Premier Group’s $329 million acquisition of RFG Holdings, alleging that the companies failed to disclose discussions about a potential factory closure during the merger review.
The Commission filed its application with the Competition Tribunal on 6 October 2026, seeking to have the transaction resubmitted for review or, alternatively, to impose additional or amended conditions. It has also requested urgent interim relief to preserve operations at RFG’s Fruit Products Western Cape (FPWC) facility in Tulbagh, pending the Tribunal’s decision.
The dispute centres on the planned closure of the Tulbagh fruit-canning facility, which the Commission says could significantly reduce competition in South Africa’s canned-fruit market, affect hundreds of jobs and disrupt the supply chain linking fruit growers to processors.
Merger approval under challenge
Premier announced its proposed acquisition of RFG on 16 October 2025 through a share-for-share transaction valued at approximately 5.7 billion rand ($329 million). Under the terms, RFG shareholders would receive one Premier share for every seven RFG shares held, giving them a collective 22.5% stake in the enlarged group. RFG was also expected to delist from the Johannesburg Stock Exchange following completion.
The transaction brought together two established South African food producers with complementary product portfolios. Premier manufactures and distributes bread, flour, maize meal, confectionery and other consumer goods under brands including Blue Ribbon, Snowflake and Iwisa. RFG produces convenience foods, including canned fruit, jams, juices, canned meat and ready meals, under brands such as Rhodes Quality and Bull Brand.
The combined group was expected to generate annual revenue of approximately 28 billion rand, strengthening Premier’s position in South Africa’s consumer packaged goods market.
The Competition Tribunal conditionally approved the acquisition on 6 March 2026, and the transaction was implemented on 30 March.
However, the Competition Commission subsequently investigated a complaint concerning the proposed closure of FPWC, which processes canned deciduous fruit in Tulbagh, in the Western Cape province.
Alleged failure to disclose closure plans
According to the Commission, Premier and RFG had discussed the possibility of closing the facility before the merger was approved but failed to disclose those discussions during the regulatory review.
The regulator said the companies had indicated during the approval process that they did not contemplate closing, integrating or consolidating their manufacturing facilities, production lines or equipment following the merger. It also said it had specifically requested information about their post-merger plans for production facilities.
The Commission argues that the alleged non-disclosure prevented it and the Tribunal from fully assessing the potential competition and public-interest implications of the closure before approving the transaction.
The Tulbagh facility is one of only two fruit-canning plants in South Africa and provides a route to market for approximately 200 fruit growers in the Western Cape. Its closure could leave the remaining producer, Langeberg, as the only operator in the country’s canned-fruit market, according to the Commission.
The regulator has also warned of consequences for employment, agricultural suppliers and exports. More than 400 permanent and fixed-term employees could be affected, alongside thousands of seasonal workers across the broader agricultural value chain.
Premier disputes the allegations
Premier has rejected the Commission’s characterisation of the companies’ conduct and said it will oppose the application.
The company maintains that the closure decision was not contemplated during the merger approval process and was unrelated to the acquisition. It attributes the decision to deteriorating market conditions in the canned deciduous-fruit category, including declining global demand, export-market pressures, rising input costs and lower capacity utilisation.
Premier said it had engaged with the Commission since July 2026 concerning the potential closure and provided a chronology of events and supporting documents relating to its decision-making process.
The company also said consultations with employees over the closure had concluded, with most affected workers accepting voluntary severance agreements. Premier has maintained that no retrenchments would be implemented and has indicated that discussions were ongoing with stakeholders about potentially repurposing the facility.
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