The Mergers and Acquisitions Department enforces Parts IV (Control of Mergers) and V (Control of Unwarranted Concentration of Economic Power) of the Act.

Specifically, the Department analyzes notified merger applications and, either, approves the transaction with or without conditions or rejects it.

The Department also investigates all mergers that may have been implemented without the Authority’s approval and gives recommendations, and identifies and analyses unwarranted concentration of economic power.

There are two types of notifications that the Authority receives; Mergers and Exclusions.

A merger refers to acquisition of shares, business or other assets whether inside or outside Kenya resulting in change of control of a business, part of business or an asset of a business in Kenya in any manner and includes a takeover.

An exclusion refers to mergers which do not meet the required merger threshold for mandatory notification as contained in the Merger Threshold Guidelines.

The Authority also offers advisory opinions in instances where parties are unsure of their actions.

  1. The Authority shall acknowledge receipt of a merger application or complaints within 3 days, upon receipt of the same in the Authority’s Offices.
  2. The Authority shall consider and make a determination on a merger proposal, within 60 days after receipt of complete information;
  3. If the Authority requests (where necessary) further information within 30 days after receipt of merger notification, it shall make a determination within 60 days after receipt of such information; and
  4. If the Authority requires to convene a hearing conference, it shall make a determination within 30 days after the date of the conclusion of the conference.

Upon receipt of an application and Subsequent acknowledgement, the Authority carries out preliminary review by:

  1. Checking for completeness of information, If it is determined that the application is incomplete, it would then request for the additional information from the transacting parties. The Authority may seek for further clarification  of any information submitted through meetings, phone calls, official letters, emails, conference hearing, etc. if it deems it necessary;
  2. Determine whether the transaction is a relevant merger situation in terms of section 2 and 41 of the Act;
  3. Determine if the transaction meets the threshold for mandatory notification as provided for in the merger Threshold Guidelines; and
  4. Asses the nature of confidentiality sought if any, as provided for in section 20 of the Act and subsequently grant such confidentiality through a letter.

The Authority, upon receipt of complete filling would then asses the proposed transaction and subsequently generate a report with recommendations to the Board.

Upon completion of the process, the transacting parties are informed of the determination as set out in the Act.

Additionally the following timelines hold; Exclusion 14 days, Non-mergers 10 days and Advisory opinions 10 days.

The Merger Filing Fees is based on the combined turnover or assets of the merging parties in Kenya, whichever is higher. The fee is in Kenya Shillings and is as follows:-

Thresholds (KShs)

Fees per proposed merger (KShs)

500 Million -1 Billion 0.5 Million (Health Sector Only)

1 Billion -50 Billion

1 Million

 

50 Billion and above 2 Million

Our stakeholders can deposit/wire merger filing fees to the Authority’s bank accounts.

Kshs Account:

USD ($) Account:

Account Name: Competition Authority of Kenya
Bank: Kenya Commercial Bank
Branch: KICC Branch
Bank Account No.: 1136286179
Bank Code: 01104
Swift Code: KCBLKENX

Account Name: Competition Authority of Kenya
Bank: National Bank of Kenya
Branch: Times Towers
Account No.: 02060204765100
Brach code: 12036
Swift Code: NBKEKENXXXX

According to the Competition Act No 12 of 2010, each of the undertakings involved in a merger transaction shall notify the Authority in writing or in the prescribed manner.

Forms

FORM DOWNLOAD
Confidentiality Claim Form Confidentiality Claim Form
Merger Notification Form Merger Notification Form
Merger Withdrawal Form  Merger Withdrawal Form
   

Guidelines

GUIDELINE DOWNLOAD
Consolidated Merger Guidelines Consolidated Merger Guidelines
Guidelines for Market Definition Guidelines on Relevant Market Definition 
Merger Filing Fees Notice Merger Filing Fees Notice

According to the Competition Act No 12 of 2010, each of the undertakings involved in a merger transaction shall notify the Authority in writing or in the prescribed manner.

The Merger Filing Fees is based on the combined turnover or assets of the merging parties in Kenya, whichever is higher. The fee is in Kenya Shillings and is as follows:-.

Thresholds (KShs)

Fees per proposed merger (KShs)

500 Million -1 Billion 0.5 Million (Health Sector Only)

1 Billion -50 Billion

1 Million

 

50 Billion and above 2 Million

A merger filing must include a duly filled and stamped/sealed Merger Notification form including:-

  1. A complete list of shareholders and their respective shareholding, for the acquiring and target undertaking and of any undertaking that directly or indirectly controls the acquiring undertaking;
  2. The parties’ list of directors and their respective nationalities;
  3. The products that the parties deal in, and
  4. Strategic documents of the merging parties in relation to the affected markets including, but not limited to, the following: Business plans, marketing documents, high-level strategic presentations and board minutes.

The forms may be hand delivered to the Competition Authority’s Registry or may be e-mailed or posted.

As a confirmation of receipt of the documents, the date of receipt will be issued to the notifying party.

The Application should be accompanied by proof of payment of the merger filing fees.

The Merger notification forms can be obtained in the following manner:

  1. On the Competition Authority’s website at mergers forms section
  2. At the Competition Authority’s offices

In order to ensure that the parties provide a full and complete filing, the Authority proposes the following requirements as constituting a complete merger filing:

  1. Board Minutes approving the transaction, Reports and presentations of the Acquiring undertaking.
  2. Board Minutes approving the transaction, Reports and presentations of the Target undertaking.
  3. Annual financial statements for the preceding three years – Acquiring undertaking.
  4. Annual financial statements for the preceding three years – Target undertaking.
  5. Current business plans – Acquiring undertaking.
  6. Current business plans – Target undertaking.
  7. Claim for confidentiality– Acquiring undertaking
  8. Claim for confidentiality-Target undertaking.
  9. Evidence/proof of remittance of the filing fees
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