South Africa's Competition Commission approved Heineken's purchase of wine and cider company Distell Group as long as the merged entity invests more than 10 billion rand (€580 million) over five years in the country.
The Dutch brewer announced in November its planned purchase of Distell and Namibia Breweries Ltd to form a southern African drinks group worth €4 billion ($4 billion).
The Commission recommended that the Competition Tribunal, which makes the final decision, approve the merger subject to conditions.
This is because it found that the proposed transaction is likely to substantially prevent or lessen competition in the relevant markets as the merged entity will be a dominant supplier of flavoured alcoholic beverages, with a market share above 65% and would be the largest supplier of ciders in South Africa.
'To address the competition concerns arising from the transaction, Heineken has committed to divest its Strongbow business in South Africa and other SACU (Southern African Customs Union) countries,' the Commission said.
The Commission and the merging parties also agreed to implement an Employee Share Ownership Scheme that will transfer more than 3 billion rand (€170 million) of equity to workers of the merged entity's South African operations.
Other investments include establishing a 400 million rand (€23.1 million) supplier development fund to invest in small businesses, a 200 million rand (€11.6 million) contribution to promote localisation and growth initiatives within the country and an innovation, research and development hub for the Africa region based in South Africa.
To address employment concerns in South Africa, the merging parties have agreed to maintain employee headcount for a period of five years following the merger and not to retrench any employees below specified managerial grades, it added.