This is the final regulatory approval following those received from the Namibia Competition Commission, the Common Market of Eastern & Southern Africa and all other jurisdictions.
The transaction is expected to be implemented in April, the brewer added.
In September of last year, South Africa's Competition Commission issued conditional approval on Heineken's purchase of Distell Group.
Heineken first announced plans to acquire Distell and Namibia Breweries Limited in 2021.
The two breweries were to be combined with Heineken South Africa to set up a new Heineken majority-owned business, Newco.
'Regional Beverage Champion'
Heineken's CEO and executive board chairman Dolf van den Brink, said, "We are delighted the competition tribunal has approved the deal. We are very excited to bring together three strong businesses to create a regional beverage champion, with a unique multi-category offer to better serve consumers and customers, and create shared societal value across Southern Africa.
"We are committed to being a strong partner for growth and making a positive impact in the communities in which we operate, and the proactive and comprehensive public interest package we have put forward is a testament to that."
Heineken will invest approximately €2.4 billion in Newco for a 65% shareholding.
It will comprise a cash payout of approximately €1.2 billion, funded from bonds, existing cash resources and committed credit facilities.
The contribution from assets will include 75% of HSA, 100% of its export businesses in certain other African markets, and its minority interest in NBL.