MSM - Massmart Holdings Limited - Competition Commission Recommends

MSM - Massmart Holdings Limited - Competition Commission Recommends             
unconditional approval for the offer by Walmart                                 
Massmart Holdings Limited        Wal-Mart Stores, Inc                           
(Incorporated in the Republic    Incorporated in the State of Delaware          
of South Africa)                 United States of America                       
Registration number              Traded on the New York Stock Exchange          
1940/014066/06                   under the symbol "WMT"                         
Share code: MSM                  Acting through its indirect wholly-            
ISIN: ZAE000029534               owned subsidiary                               
("Massmart")                     Main Street 830 (Proprietary) Limited          
                                Registration number 2010/016839/07              
("Walmart")                                     

COMPETITION COMMISSION RECOMMENDS UNCONDITIONAL APPROVAL FOR THE                
OFFER BY WALMART                                                                
1.   Introduction                                                               


    Massmart shareholders are referred to the joint announcements published by  
    Massmart and Walmart on 29 November 2010, 17 January 2011 and 2 February    
    2011 as well as the circular to Massmart shareholders dated 9 December 2010 
("the Circular") regarding Walmart`s offer to acquire 51 Massmart ordinary  
    shares from each Massmart ordinary shareholder (other than the excluded     
    shareholders) for every 100 Massmart ordinary shares held for a cash        
    consideration of R148,00 per ordinary share by way of a scheme of           
arrangement in terms of section 311 of the Companies Act (Act 61 of 1973),  
    as amended ("the Scheme").                                                  
2.   Competition Commission recommendation                                      
    Massmart shareholders are advised that on Friday, 11 February 2011,         
Massmart and Walmart received notification that the Competition Commission, 
    in terms of section 14A of the Competition Act (Act 89 of 1998), had        
    recommended to the Competition Tribunal that the Scheme be approved without 
    conditions.                                                                 
3.   Outstanding conditions precedent                                           
    Massmart shareholders are reminded that the Scheme is still subject to the  
    fulfilment or, if applicable, waiver of the following conditions precedent: 
3.1  receipt of regulatory approvals from all applicable competition            
authorities;                                                                
3.2  from 25 November 2010 until 17:00 on the business day immediately preceding
    the finalisation date, no material adverse change (as contemplated in the   
    Circular) has arisen; and                                                   
3.3  a certified copy of the order of Court, sanctioning the Scheme being       
    registered with the Registrar of Companies, which will be done once all of  
    the other conditions precedent to the Scheme have been fulfilled or, if     
    applicable, waived.                                                         
4.   Important dates and times                                                  
    Shareholders are advised that the important dates and times applicable to   
    the fulfilment of the conditions precedent to the Scheme and settlement as  
    set out in the announcement dated 29 November 2010 and the Circular,        
including, inter alia, the anticipated finalisation date, the last day to   
    trade in Massmart ordinary shares in order to participate in the Scheme     
    consideration and the Scheme record date are no longer applicable.          
    Within the next few days, it is expected that the Competition Tribunal will 
convene a pre-hearing conference at which the dates for the merger hearing  
    in relation to the Scheme will be determined.  Shareholders will be advised 
    of these dates once they are made public.  Within 10 business days of the   
    conclusion of the merger hearing, the Competition Tribunal will hand down   
its decision on the Scheme.  Assuming the Competition Tribunal either       
    approves the Scheme without conditions or subject to conditions acceptable  
    to Walmart and that no other conditions precedent to the Scheme remain      
    unfulfilled or if unfulfilled have been waived, the order of Court          
sanctioning the Scheme will be registered with the Registrar of Companies.  
    The revised important dates and times will be released on SENS and          
    published in the South African press at that time.                          
Johannesburg                                                                    
14 February 2011                                                                
Sponsor to Massmart                                                             
Deutsche Securities (SA) (Proprietary) Limited                                  
Date: 14/02/2011 09:18:01 Supplied by www.sharenet.co.za                     
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