East Africa’s Merger Control: Unpacking the EAC Competition (Mergers and Acquisitions) Regulations, 2025

East Africa’s Merger Control: Unpacking the EAC Competition (Mergers and Acquisitions) Regulations, 2025

On 1st July 2025, the East African Community Competition Authority (“EACCA”) announced that it is set to commence receipt of Mergers and Acquisitions applications and notifications from 1st November 2025. The EACCA made this announcement, following the publication of the EAC Competition (Mergers and Acquisitions) Regulations, 2025 (“the Regulations”).

The mandatory merger notification requirements introduced through the Regulations shall apply to the 8 EAC partner states, being: Kenya, Burundi, the Democratic Republic of the Congo, Somalia, Rwanda, South Sudan, Uganda, and Tanzania. Accordingly, a merger or acquisition is deemed to have cross-boarder effect where it involves undertakings with operations in 2 or more partner states.

Merger Notification Thresholds

In addition to the Regulations, EAC Competition (Thresholds For Notification of Mergers and Acquisitions to the East African Competition Authority) Notice, 2024 provides for the thresholds that shall trigger a notification requirement to the EACCA. Notification shall be required for cross-border transactions where:

  1. The combined turnover or assets of the merging undertakings equals or is above USD 35 million; and
  2. At least 2 undertakings to the merger have a combined turnover or assets of USD 20 million in the East African Community, unless each of the parties achieves at least two-thirds of its aggregate turnover or assets within 1 partner state.

Merger Notification Filing Fees

Furthermore, the following fees as shown below shall be payable when submitting the notification to the EACCA for approval:

Aggregate value of assets or turnover Notification fees payable in USD
USD 35 Million to USD 50 Million USD 45,000
Above USD 50 Million to USD 100 Million USD 70,000
Above USD 100 Million USD,100,000

Merger Assessment

The EAC Competition Authority shall, when approving or rejecting a proposed transaction, consider the transaction’s effect on public interest and its potential to lessen competition. Under the public interest test, the EAC Competition Authority shall consider:

  1. The transaction’s effect on a particular partner state, industry sector, or region;
  2. The effect on employment within the relevant market, partner state or community;
  3. The effect on the ability of small and medium undertakings to gain access to or to be competitive in any market; or
  4. The ability of a nascent sector or other industry to compete in international markets; or
  5. The transaction’s effect on the ability of partner states to respond quickly to a sector crisis.

Importantly, the EAC Competition Authority may approve a merger or acquisition transaction that leads to the substantial lessening of competition if the proposed transaction will advance or hinder the ability of the partner states to respond quickly to an acute sector crisis within a specified time.  However, the merging parties must provide sufficient reasons and evidence that warrant special conditions.

It is worthy to note that when the notification is made to the EACCA and the intended merger or acquisition does not fall within the scope of the EAC Competition Act, 2006, the EACCA shall notify the parties in writing, retain 30% of the merger and acquisition notification fees for the preliminary assessment undertaken and the return 70% of the merger and acquisition notification fees. Therefore, it is imperative for parties to be certain prior to notification to EAC to avoid loss of time and fees spent.

The EACCA is further empowered by paragraph 13 to request a competent authority of a partner state to conduct the assessment of the merger and acquisition with respect to specific aspects of the intended merger and where the intended merger and acquisition may have a greater impact in a particular partner state. For instance, the Competition Authority of Kenya may be requested to conduct a merger and acquisition assessment where the proposes merger and acquisition may have a significant impact on the manufacturing industry in Kenya than in Uganda.

Conclusion

Conclusively, the Regulations usher in a new regime of Merger and Acquisition transactions in the region. However, the EAC merger control regime presents a potential duplication of enforcement since 6 EAC partner states are member states of the COMESA. To remedy this, the EAC Competition Authority and the COMESA Competition Commission entered into a Memorandum of Understanding (MOU) on 10th June 2025 to facilitate cooperation and coordination in regard to cross-border transactions.  However, while the MOU does not eliminate the need for dual filings outright, it provides a framework for collaboration, joint enforcement, and reduced regulatory burden. Failure to seek EAC approval prior to merger and acquisition implementation additionally attracts a penalty of up to 10% of the annual turnover.

Accordingly, business entities are advised to engage proactively with both the EACCA and COMESA Competition Commission to navigate the evolving merger control landscape on dual filings.


This publication is meant for general information only and does not constitute legal advice, nor does it create an advocate-client relationship between any reader and Mboya Wangong’u & Waiyaki Advocates. For particular expert advice on any matter dealt with above, please contact us on advocate@lexgroupafrica.com for tailored legal support.

 

Authored:

CG Mbugua, Partner, Corporate Commercial Practice Group

 Co-Authored:

Jessica Opiyo, Associate

Ian Mwithi, Legal Assistant