After the Axis defeat at El Alamein, the German commander—Generalfeldmarshall Erwin Rommel—had executed a retreat into eastern Libya as the Allies advanced.
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Two German infantry divisions, the 90th and 164th Light Infantry Divisions, and the 10th, 15th and 21st Panzerdivisions of the Deutsches Afrikakorps (estimated 200 tanks).
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Luftwaffe attempts to support the attacks were ineffectual.
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When Rommel left Tunisia in March 1943, after the failed attack at Medenine (Operation Capri), Bayerlein was appointed German liaison officer under the new commander, Giovanni Messe: in practice, Bayerlein acted as he saw fit, disregarding the Italian's orders.