Botswana merger control (2019)
Produced in partnership with Bowmans
Botswana merger control (2019)

The following Competition guidance note Produced in partnership with Bowmans provides comprehensive and up to date legal information covering:

  • Botswana merger control (2019)
  • 1. Have there been any recent developments regarding the Botswana merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Botswana?
  • 2. Under Botswana merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority shareholdings'?
  • 3. Are joint ventures caught by the national merger control provisions (including non-structural, cooperative joint ventures)?
  • 4. What are the merger control thresholds and would a purely foreign-to-foreign transaction be caught (commenting on any ‘effects’ doctrine/policy if relevant)?
  • 5. Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is it possible to close the deal globally prior to local clearance?
  • 8. Is there a deadline for filing a notifiable transaction and what is the timetable thereafter for review by the Botswana Competition Authority?
  • 9. Who is responsible for filing a notifiable transaction (noting also whether there is a specific form/document used and an applicable filing fee)?
  • more

A conversation with Lucinda Verster, partner at regional law firm Bowmans, on key issues on merger control in Botswana

NOTE–to see whether notification thresholds in Botswana and throughout the world are met, see Where to Notify.

1. Have there been any recent developments regarding the Botswana merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Botswana?

On 2 December 2019, amendments to the merger control regime, introduced through the Competition Act 2018 and related regulations, came into force. The key amendments are:

  1. the renaming of the authority to the Competition and Consumer Authority (CCA)

  2. the introduction of a maximum penalty for breaches of the merger control rules of up to 10% of the consideration or the combined turnover of the parties involved in the merger (whichever is greater)

  3. a new notification form (Form K)

  4. the power for the government to provide comments to the CCA where there is a public interest matter, and

  5. the introduction of a 14 day period after a decision in which a request for reconsideration can be submitted by merging parties.

The Authority has increasingly sought to elevate 'public interest' concerns such as citizen empowerment in its determination of mergers. This is now likely to increase given the new power of the government to provide comments