EAC Merger Control and EACCA Compliance for East African Acquisitions

EAC merger control should be considered before an investor agrees how an East African acquisition will close. A transaction negotiated abroad can still involve businesses operating in the region, and the location of the signing ceremony does not determine whether a regional notification is required.

The East African Community Competition Authority, or EACCA, began receiving merger notifications on 1 November 2025. Its operational notification regime makes competition assessment a practical transaction planning issue for buyers, sellers and lenders.

The starting point is to establish whether the proposed transaction changes control, has the relevant regional connection and satisfies the applicable financial tests. A filing decision should then feed into the acquisition agreement, financing timetable and integration plan.

This guide explains how to organise that work. It is a general planning guide, not a clearance opinion on a particular transaction.

When does EAC merger control require a notification

A transaction needs a structured assessment of control, geographic scope and thresholds. Looking only at purchase price or the target’s place of incorporation can produce the wrong answer.

EACCA describes its merger jurisdiction as covering acquisitions of shares, businesses or assets that change control of a business or business asset in the Community. Its guidance addresses operations in two or more Partner States and requires notification of qualifying transactions. Notifiable transactions must not be implemented before the required compatibility decision.

Begin with a diagram of the buyer group, target group and proposed ownership after completion. Include subsidiaries and the commercial activities behind them. Ask who can determine important business decisions before and after the transaction, rather than simply checking whether the buyer acquires more than half the shares.

For example, a minority investment with substantial governance rights deserves legal examination. Conversely, describing an arrangement as a partnership does not establish that it falls outside merger rules. Labels in a term sheet are not a substitute for analysing the rights being transferred.

What are the EAC notification thresholds

The 2024 Thresholds Notice sets a combined Community turnover or assets test of at least USD 35 million, using the higher measure. It also contains a USD 20 million combined turnover or assets limb concerning at least two undertakings, together with an exception where each party achieves at least two thirds of its aggregate Community turnover or assets in the same Partner State.

The wording, aggregation rules and geographic allocation must be applied together. Do not replace this with a purchase price test or assume that the second limb means USD 20 million separately for every party. Obtain advice on its application where the facts or calculations are uncertain.

The related 2024 fee schedule lists USD 45,000 for the USD 35 million to USD 50 million band, USD 70,000 above USD 50 million through USD 100 million, and USD 100,000 above USD 100 million. Confirm the applicable band and current payment instructions before filing.

How should the parties prepare their financial assessment

Prepare a calculation workbook with a clear audit trail. It should distinguish turnover, assets, transaction consideration and enterprise value, because these figures answer different questions.

Ask each finance team to identify the relevant entities, accounting periods, currencies and geographic allocation. Reconcile the figures to supporting financial statements and explain material assumptions. Where a group has acquired or disposed of businesses, flag those changes for the advisers applying the legal calculation rules.

A sensible workbook includes both the conclusion and the evidence needed to reproduce it. A single cell marked below threshold is not enough for an investment committee, a purchaser’s warranty review or a later regulatory enquiry.

Our due diligence guide for foreign investment in East Africa explains how this regulatory assessment fits alongside corporate, tax and commercial investigations.

For the commercial decision behind a regional acquisition, Swiss Shikana Invest’s Africa business expansion playbook explains how to compare buying an existing business with building a new operation.

What is the practical filing sequence

The process should begin before signing, even though the formal notification stage is tied to the transaction agreement. Early preparation reduces the risk of discovering a missing approval after the parties have committed to an unrealistic completion date.

1. Screen the transaction

Identify the proposed change of control, affected activities and geographic footprint. Prepare a written jurisdiction assessment and record unresolved questions. Allocate responsibility for confirming any ambiguous point with the relevant authority.

2. Build the information package

Create one controlled set of ownership charts, financial information, transaction documents and market descriptions. Make the business teams responsible for reviewing the description of products, customers and competitive conditions. Legal teams cannot reliably reconstruct a specialised market from corporate records alone.

3. Agree the filing and cooperation obligations

Set out who prepares the filing, who signs it, who pays, and how quickly the other party must provide information. Establish a process for reviewing submissions without exposing commercially sensitive information unnecessarily.

4. Submit and resolve completeness questions

The 2025 Merger Regulations provide for notification using Form 1, with the transaction agreement, relevant documents and fees. They distinguish acknowledgement from a Notice of Complete Filing. The stated stages include acknowledgement within three days, a completeness notice within ten days after acknowledgement where the filing is complete, and preliminary analysis within fourteen days after the completeness notice.

These stages are not a promise of final clearance within fourteen days. Requests for information need prompt, coordinated responses. A submitted form is not the same thing as a complete filing or an approved transaction.

5. Manage the substantive review

The Regulations address competition and public interest considerations and allow consultation with other authorities. Prepare evidence that explains what the transaction changes, rather than relying on a general claim that investment is beneficial.

6. Implement the decision properly

Translate any conditions into assigned actions, budgets and reporting responsibilities. Confirm that the closing checklist captures everything that must happen before control transfers, and that operational teams understand any continuing obligations.

What should a competition analysis explain

The analysis should explain how customers buy, what alternatives they have and how the transaction could change those alternatives. A small share of a broad industry may conceal a stronger position in a narrower product or geographic market.

Consider overlap between competing products as well as relationships between suppliers and customers. A buyer acquiring a critical distributor may raise different questions from two competing manufacturers combining their plants.

Useful evidence can include customer switching behaviour, tender records, capacity constraints, transport costs, import alternatives and entry barriers. Avoid presenting optimistic internal sales projections as established market facts. If market share estimates are uncertain, state the methodology and test reasonable alternatives.

Claims about efficiencies should be specific. Explain what cost will fall, why the acquisition makes that possible, how implementation will be funded and whether customers could benefit. Keep the analysis consistent with the acquisition rationale presented to the board and lenders.

How should the acquisition agreement address regulatory risk

The agreement should allocate the consequences of delay, conditions or refusal. A generic promise to cooperate leaves important commercial questions unanswered.

Contract provision	Decision the parties should make
Clearance condition	Which approvals must exist before completion
Filing responsibility	Who leads submissions and provides information
Long stop date	How much review time the deal can absorb
Remedies	What changes the buyer must accept or may reject
Interim conduct	How the target operates pending completion
Termination	What happens if approval is refused or delayed
Costs	Who bears filing, advisory and remedy expenses

Remedy obligations deserve particular attention. A buyer may be willing to accept reporting requirements but unwilling to sell a business essential to its investment thesis. That distinction belongs in negotiations before signing, not after the authority raises concerns.

Financing documents should follow the same timetable. If debt availability expires before the acquisition long stop date, a theoretically protected buyer may still face a funding problem.

What should the parties avoid before clearance

The buyer and target should retain appropriate independence while the transaction is pending. Merger preparation does not justify treating the businesses as already combined.

Ask competition counsel to review proposed access to customer pricing, future strategy and other sensitive information. Where appropriate, use restricted adviser groups and controlled reporting. Integration planning can describe future processes without allowing the buyer to direct the target’s present commercial decisions.

Employees also need practical instructions. A sales manager should not infer from a public deal announcement that joint pricing or customer allocation is now permitted. Establish who can approve communications and what information may pass between the businesses.

Does a regional filing replace every other approval

Do not assume that it does. The transaction team should assess the interaction between regional competition review, any applicable national or other regional regime, and sector approvals.

Prepare an approvals matrix showing jurisdiction, legal trigger, responsible adviser, submission dependencies and the approval needed for completion. Confirm whether a filing is required, displaced or coordinated under the rules applicable to that transaction. Avoid both automatic duplicate filings and unsupported assumptions that no further review is needed.

Corporate establishment also remains a separate issue. Our business registration in Tanzania guide is relevant where an acquisition structure requires a new Tanzanian company, but incorporation itself does not clear the acquisition.

How should the board decide whether the deal is ready to sign

The board should receive a regulatory risk summary with an evidence based conclusion, not simply a list of authorities. It should identify the expected filings, unresolved interpretation points, likely information burden, potential remedies and consequences of a delayed closing.

Separate the probability of obtaining approval from the commercial acceptability of possible conditions. A transaction that can be approved only after divesting a key asset may no longer deliver the investment case.

For auction processes, make these assumptions visible in the bid. A faster offer is not necessarily more executable if its timetable ignores the work needed to assemble a complete submission.

Frequently asked questions about EAC merger control

Can an acquisition signed outside East Africa require notification

Yes. Offshore signing does not remove the need to assess a change of control involving regional businesses. The operating footprint and applicable legal tests matter.

Is the purchase price the notification threshold

No. The threshold assessment uses the prescribed turnover and asset measures. Purchase price is not a substitute for calculating them.

Can we close once the notification is submitted

Submission is not clearance. A notifiable transaction should not be implemented before the required decision and satisfaction of any applicable conditions.

What should we do if the threshold calculation is unclear

Document the uncertainty, gather the underlying financial information and obtain transaction specific advice. Resolve material jurisdiction questions before relying on an exemption or fixing the closing date.