Zimbabwe merger control — 2022
Produced in partnership with Primerio Ltd
Last updated on 11/08/2022

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

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

Zimbabwe merger control

A conversation with John Oxenham, Andreas Stargard and Michael-James Currie, directors at African law firm Pr1merio on key issues on merger control in Zimbabwe.

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

Note—Zimbabwe is also a member of COMESA, which operates a supra-national merger control regime, and the SADC.

Introduction

The merger control regime in Zimbabwe is governed by section 34A of the Competition Act [Chapter 14:28] (the Act) and the corresponding Regulations. Zimbabwe has mandatory merger filing requirements for transactions which meet the financial thresholds, which must be notified to the Competition and Tariff Commission (the Commission). The Commission is an autonomous body empowered in terms of section 4 of the Act and is the only agency authorised to investigate and approve a merger. As such its decisions are not subject to review by any other authority in Zimbabwe.

In terms of the Act, a ‘merger’ means the direct or indirect acquisition or establishment of a controlling interest by one or more persons in the whole or part of the business of a competitor, supplier, customer or other person whether that controlling interest is achieved as a result of:

  1. the purchase or lease of the shares or assets of a competitor, supplier, customer or other person

  2. the amalgamation or combination with a competitor, supplier, customer or other

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).

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