The Competition Tribunal has approved Harith Aviation’s acquisition of Safair Holdings, the company behind FlySafair, but only on conditions that go well beyond what the Competition Commission asked for in July. Besides rules on information-sharing and fair access at Lanseria International Airport, the Tribunal order bars merger-related retrenchments for the period up to implementation of the deal and for three years after it.
What the Tribunal decided, and when
The Tribunal’s case page for Harith Aviation (Pty) Ltd and Safair Holdings (Pty) Ltd (case LM197Mar26) lists the outcome as “Approved Subject to Conditions” and an order date of 27 October 2026. The status is shown as “Pending Reasons”, so the written reasons for the decision are still to come. The merger clearance certificate is addressed to the parties’ lawyers, ENS Africa and CDH, and records that the merger was filed with the Commission on 4 March 2026. It adds that anyone wishing to appeal has 20 business days to approach the Competition Appeal Court.
Bloomberg, as carried by BusinessTech, reported the decision as announced on Wednesday 28 October, a day after the date on the order. It also reported that, in a statement on Thursday, the company said the deal is expected to close later this year, subject to outstanding approvals and remaining conditions. The sources we read do not say what those outstanding approvals are.
Who is buying, who is selling and what is being bought
The buyer is Harith Aviation, a special-purpose vehicle. According to the Competition Commission’s description, reported by Engineering News, Harith Aviation is controlled jointly by the Pan-African Infrastructure Development Fund 2 SA and Harith InfraCo Limited, with Harith GP, the infrastructure fund manager, sitting above them. The seller is ASL Aviation Holdings, which ultimately owns Safair Holdings. Safair Holdings controls Safair Operations, which runs the FlySafair passenger airline.
Three details are not public in the material we reviewed: the price, the exact percentage being bought, and the date of closing. Bloomberg said Harith has previously put the deal at about 15% of its portfolio, funded by debt and equity, and describes the investor as managing $3 billion in assets. The Tribunal papers describe the transaction as Harith Aviation acquiring control of Safair Holdings.
The conditions that now apply
The Commission recommended two conditions in July: one on information exchange and one ensuring that airline or airport services supplied to other airlines at Lanseria are not offered on unfair or discriminatory terms. Harith holds about 37% of Lanseria, according to Business Day’s coverage of the Commission’s recommendation. The Tribunal’s annexure of conditions is considerably more detailed. As read from the order, it includes:
- Board separation. Harith GP and Harith InfraCo may not appoint common directors to the boards of the Lanseria group and the merger parties while they hold stakes in both. The Public Investment Corporation (PIC) and the Government Employees Pension Fund may not appoint common directors across the Lanseria group, Airports Company South Africa and the merger parties. Directors they appoint must be independent and not employees of the PIC or the pension fund.
- Information walls. Competitively sensitive information, including prices, route information and expansion plans, may only be reported to investment committees in closed-door sessions and in aggregated form. Details of live negotiations between Lanseria or the airports company and any airline may not be passed up until those negotiations are concluded or terminated.
- Fair access. While Harith GP or Harith InfraCo have a stake in the merger parties, they may not take part in Lanseria decisions on pricing, slot allocation or apron access for other airlines. Ordinary shareholder oversight is still allowed.
- Jobs. The merger parties may not retrench any employee as a result of the merger from approval until implementation and for three years after. Voluntary separations, resignations, dismissals for misconduct and non-renewal of fixed-term or third-party contracts are excluded from that definition.
- Reporting. The parties must send the Commission a confidential information policy and a fair access policy within 15 days of implementation, file annual compliance affidavits for five years, and give the Commission and unions a headcount breakdown of permanent, fixed-term, temporary, seasonal and agency staff on the approval date and its first three anniversaries.
We found no B-BBEE or other ownership-transformation clause among the conditions we read. Any party can ask the Tribunal to vary a condition for good cause, and the order allows employee representatives, trade unions and airlines operating from Lanseria to oppose such an application.
The opposition and the ownership question
The Tribunal hearing on 17 August drew an objection from regional carrier CemAir, whose counsel asked for the deal to be prohibited or, failing that, approved with structural remedies, according to ch-aviation. CemAir pointed to overlapping links between Harith’s backers and the PIC. The Commission’s representative said the PIC would hold only a minimal indirect interest in FlySafair and would not be part of the acquiring group, and the merging parties’ counsel called CemAir’s argument a “dangerous and disturbing thesis” and said no PIC funding would finance the purchase. The South African Cabin Crew Association did not oppose the deal provided there were no retrenchments, and Safair Operations’ chief financial officer said there would be no pre-merger retrenchments. We covered the filing at the time in an earlier report, and the PIC’s own governance questions are in our story on its leadership.
The deal also resolves an ownership problem. Bloomberg reported that the Domestic Air Services Council said in 2024 that trusts and companies, not individuals, held 75% of the airline’s voting rights. Daily Maverick refers to the regulator as the Air Services Licensing Council and says it ruled in early 2025 that the foreign parent structure breached the 75% local ownership rule, with FlySafair obtaining an interdict pending a judicial review. The two outlets name the regulator differently, and we have not confirmed which is correct.
What it means for travellers and the sector
FlySafair holds more than 60% of South Africa’s airline seating capacity, according to Bloomberg, while Business Day put its share of the domestic market at about 67%. The two figures measure different things and should not be read as a contradiction. Whatever the precise number, a single owner now holds both the dominant domestic carrier and a major stake in the country’s only privately owned international airport, which is why the access and information rules matter to rival airlines and, through fares and routes, to travellers. The Tribunal’s reasons, when published, should show how it weighed CemAir’s objections.
More on rulings that affect companies is in our Regulatory & Policy section.
