A proposed transaction before competition authorities would give Coca-Cola HBC sole control of Coca-Cola Beverages Africa, consolidating ownership of a vast bottling network that spans 14 African territories, including Botswana
GAZETTE REPORTER
The Competition and Consumer Authority has received a merger notification pursuant to section 49(1) of the Competition Act 2018 for the proposed sale and acquisition of a 75 percent shareholding in Coca-Cola Beverages Africa Proprietary Limited. The shares will be acquired by Coca-Cola HBC AG and Coca-Cola HBC Holdings B.V. from The Coca-Cola Company and Gutsche Family Investments Proprietary Limited.
According to the notification, “on implementation of the Proposed Acquisition, CCHBC will acquire sole control over CCBA.” The transaction also includes a planned option agreement that would allow Coca-Cola HBC Holdings B.V. to acquire the remaining shares currently held by The Coca-Cola Company after completion.
Acquiring Enterprise
Coca-Cola HBC Holdings B.V. is incorporated under the laws of the Netherlands and is a wholly owned subsidiary of Coca-Cola HBC AG, a Swiss public company listed on the London Stock Exchange and the Athens Exchange. The notification states that “no enterprise holds a shareholding or other rights in CCHBC AG that are sufficient to confer control.”
As of 31 December 2024, the principal shareholders of Coca-Cola HBC AG were Kar-Tess Holding, with approximately 23 percent of the issued share capital, and The Coca-Cola Company, which indirectly held approximately 21 percent.
Coca-Cola HBC operates as an authorised bottler of The Coca-Cola Company brands across 29 countries in Europe, Eurasia and Africa, distributing a wide range of beverages including sparkling soft drinks, water, energy drinks, coffee and ready-to-drink tea. The group, however, “does not have any business interests or activities in Botswana.”
Target Operations
Coca-Cola Beverages Africa, the primary target enterprise, is incorporated under the laws of South Africa and is currently controlled by The Coca-Cola Company, which holds 66.52 percent of its issued share capital. The company is described as “an investment holding company with interests primarily in the carbonated and non-carbonated soft drink industry.”
Its operational footprint is extensive. The company operates bottling plants and more than 100 active production lines that collectively service over 800,000 outlets across Africa.
Botswana Presence
In Botswana, Coca-Cola Beverages Africa indirectly controls Coca-Cola Beverages Botswana Proprietary Limited, a locally incorporated company with one bottling plant and three distribution centres. According to the filing, the company “prepares, packages, distributes and sells TCCC branded beverages to wholesalers and retailers within Botswana.”
While the transaction changes ownership at the holding level, the notification does not indicate any alteration to local production or distribution operations in Botswana.
Regulatory Review
The Competition Act allows broad participation in the merger review process. As stated in the Act, “any person, including a third party not a party to the proposed merger, may voluntarily submit to the investigator or the Authority any document, affidavit, statement or other relevant information in respect of a proposed merger.”
The notification formally places the transaction under regulatory scrutiny as authorities assess its implications within Botswana and the wider region.