Massmart Holdings Ltd. (MSM.JO) said Wednesday that a South African high court approved Wal-Mart Stores Inc.'s (WMT) proposed $2.4 billion offer to buy a controlling stake in the African retailer as long as certain conditions are met.

The deal still needs to get regulatory approval from the competition authorities and Financial Surveillance Department of the South African Reserve Bank, Massmart said.

In January, Massmart said almost 98% of its shareholders voted in favor of the deal to sell a 51% stake to Wal-Mart at 148 rand a share. The transaction needed the support of at least 75% of Massmart shareholders.

In addition, the retailer said in January that the deadline for the Competition Authority review was extended.

Massmart operates several wholesale and retail chains, including Game general-merchandise stores, Builders Warehouse for construction and Makro warehouse-club stores. The bulk of the company's 288 stores are in South Africa, although Massmart also operates in 13 other sub-Saharan countries.

-By Devon Maylie, Dow Jones Newswires; +44 (20) 7842 9483; devon.maylie@dowjones.com