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