CEMAC merger control
Produced in partnership with Primerio Ltd
Last updated on 19/08/2020

The following Competition practice note produced in partnership with Primerio Ltd provides comprehensive and up to date legal information covering:

  • CEMAC merger control
  • Introduction
  • 1. Have there been any recent developments regarding the CEMAC merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in CEMAC?
  • 2. Under CEMAC 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/asset value for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is there any discretion to review transactions that fall below the notification thresholds?
  • 8. Is it possible to close the deal globally prior to local clearance?
  • More...

CEMAC merger control

A conversation with Andreas Stargard, Gilbert Noel and Hyacinthe Fansi, lawyers at African law firm Pr1merio, on key issues on merger control on the merger control regime in the Economic and Monetary Community of Central Africa (CEMAC).

CEMAC is comprised of six Member States–Cameroon, Chad, the Central African Republic, the Republic of Congo, Equatorial Guinea and Gabon.

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

Introduction

The CEMAC merger control regime was governed by CEMAC Regulation of 1999, but has since been replaced by Regulation N. 06/19-UEAC-639-CM-33 of 7 April 2019 (the Regulation). Mergers which are notifiable must first be approved by the Commission de la CEMAC (Commission) before it may be implemented. CEMAC regulates mergers of legal entities which are based in the CEMAC region.

Article 58 of the Regulation provides that a merger (a concentration) will take place when:

  1. two or more companies which were previously independent merge,

  2. one or more companies acquire directly or indirectly, whether by equity participation, contract or any other means, control of the whole or part of one or more other companies; or

  3. a joint venture is set up to perform on a lasting basis all the functions of an autonomous economic entity.

The merger review process focuses on mergers which involve legal entities registered and based in the CEMAC region.

CEMAC

Related documents:
Key definition:
Merger control definition
What does Merger control mean?

The merger control rules of the UK are contained in the Enterprise Act 2002, as amended. Under the UK merger control rules, the Competition and Markets Authority has jurisdiction to review both completed and anticipated merger transactions provided there is a ‘relevant merger situation’. The UK rules do not generally apply to mergers in relation to which the European Commission has exclusive jurisdiction under the EU Merger Regulation. Where the transaction falls within the scope of any national or supranational (eg the EU or COMESA) merger control rules, it is common for the parties to the agreement to agree that the transaction shall be conditional upon merger control approvals having been received and no relevant competition authority having raised objections to the transaction (Enterprise Act 2002).

Popular documents