In a significant regulatory reversal, South Africa’s Competition Tribunal has conditionally approved Vodacom’s R13.2 billion acquisition of a minority stake in Maziv, the parent company of Dark Fibre Africa (DFA) and Vumatel. The deal, previously blocked in 2024 due to competition concerns, will now proceed under a stringent set of behavioural and investment-related conditions designed to safeguard market fairness.
The approval allows Vodacom to acquire a 30–40% stake in Maziv, a move the telecoms giant has long argued will accelerate fibre infrastructure rollout and help bridge South Africa’s digital divide. The Tribunal’s decision, announced this month, is being seen as a major strategic win for Vodacom, which is seeking to expand its footprint in the fixed broadband space amid slowing mobile data revenue growth.
Balancing Investment with Competition
While the Tribunal has greenlit the transaction, it has not dismissed its earlier concerns. In a comprehensive 350-page ruling issued in March 2025, the Tribunal warned that Vodacom’s potential strategic influence—through board representation and shareholder veto rights—could distort competition in key markets such as fibre-to-the-home (FTTH) and dark fibre.
To address these risks, the approval is contingent on a series of enforceable conditions, including:
- Restrictions on Vodacom’s access to competitively sensitive information
- Non-discriminatory pricing obligations to ensure fair access for rival ISPs
- Commitments to infrastructure investment and job creation, including a pledge by Vodacom to invest R13 billion over five years
- A target to connect at least one million new homes with fibre broadband
These measures are designed to prevent anti-competitive behaviour while enabling much-needed investment in South Africa’s digital infrastructure.
A Precedent-Setting Decision
The Tribunal’s decision reflects a more pragmatic regulatory stance—one that seeks to balance the need for market competitiveness with the urgency of infrastructure development. The ruling draws comparisons to past landmark cases, such as the Mediclinic–Matlosana merger, where the Constitutional Court upheld the Tribunal’s decision to block the deal due to long-term competitive harm.
In contrast, the Tribunal appears to have taken a more flexible approach in the Vodacom–Maziv case, opting for structural safeguards rather than outright prohibition. This shift may signal a broader regulatory trend toward conditional approvals that promote investment while mitigating market dominance.
Industry Implications and Reactions
The decision comes amid growing consolidation in South Africa’s fibre sector. Earlier this year, the Maziv–Herotel merger was approved under open-access conditions, serving as a model for acceptable consolidation. However, Vodacom’s involvement raised red flags due to its dual role as both a network operator and a service provider, potentially disadvantaging competing ISPs that rely on DFA and Vumatel infrastructure.
Telkom, one of Vodacom’s fiercest competitors and a vocal opponent of the deal, has yet to issue a formal response. The company previously warned that the merger could entrench Vodacom’s dominance and marginalize smaller players in the telecoms ecosystem.
Looking Ahead
For Vodacom, the Tribunal’s green light is a critical boost to its long-term fibre strategy. For South Africa, the decision underscores the delicate balancing act regulators must perform—encouraging private sector investment while preserving a level playing field.
Whether the merger will ultimately deliver on its promises of broader connectivity and digital inclusion without undermining competition remains to be seen. But for now, the Tribunal’s conditional approval marks a pivotal moment in the evolution of South Africa’s broadband landscape.
