Notification of Mergers in Zimbabwe

Merger regulation in Zimbabwe is at the core of the Competition Act [Chapter 14:28], the competition law in Zimbabwe. In the spirit of regulating anti- competitive mergers, the legislature in Zimbabwe enacted a wide definition of all mergers, which must be notified to the Competition and Tariff Commission (CTC).

In Innscor Africa Ltd & Another v Competition and Tariff Commission 52-18 it was held that:

Mergers may cause the elimination of effective competition, thereby creating dominant companies that have the capacity and potential of engaging in anti-competitive practices detrimental to consumer welfare, such as price increases and poor service delivery.

It has been held that pre-notification of a merger affords the CTC as the competition regulatory in Zimbabwe, an opportunity to ascertain whether the merger will have a detrimental impact on competition in Zimbabwe.

Section 34A of the Competition Act [Chapter 14:28] regulates the notification of proposed mergers to the CTC. The threshold for a notifiable merger in Zimbabwe is where the combined annual turnover in or from Zimbabwe is valued at or more than USD$1 200 000.00 or whose combined assets in Zimbabwe, are valued at or more than USD$1 200 000.00 .

Thus, where a merger is above the threshold of USD$1 200 000.00 there is an obligation to notify the CTC of a notifiable merger, and to pay the merger notification fee.

Once a notifiable merger is formed without prior notification to the CTC, the party divested of control, is equally liable to notify the CTC that the merger exceeds the prescribed thresholds. Consequently, a party to a notifiable merger should notify the CTC in writing of a proposed merger within (30) days of the conclusion of a merger agreement between the merging parties, or the acquisition by one of the parties to the merger of a controlling interest in another.