COMESA Merger Control Reforms under the 2025 Regulations

The COMESA Competition and Consumer Protection Regulations, 2025 (2025 Regulations) read together with the COMESA Competition and Consumer Protection Rules, 2025 (2025 Rules) significantly recalibrate the regional merger control framework with immediate impact on dealmaking in COMESA Member States¹.

While the COMESA Competition Commission (CCC) has long required the approval of notifiable mergers, the 2025 Regulations introduces a fully suspensory merger control regime. Parties are therefore no longer able to implement a notifiable prior to receiving merger control approval.

Other significant changes to the merger control regime include:

• revised financial thresholds;
• the introduction of financial thresholds for mergers in so-called “digital markets”;
• revised filing fees; and
• the introduction of public interest considerations in the assessment of mergers.

These changes have material implications for deal planning, execution risk, and pre‑closing conduct in cross-border transactions with a COMESA nexus.

 

Notification and Implementation: COMESA Is Now Fully Suspensory

Under the previous merger control regime, merger notification was mandatory but non-suspensory and had to be submitted to the CCC within 30 calendar days of the parties’ decision to merge. The 2025 Regulations introduces a strict standstill obligation, meaning that a notifiable merger may not be implemented until COMESA approval has been obtained. The 30‑day filing deadline also falls away.

Implementation of a transaction in breach of the standstill obligation constitutes gun-jumping and may attract penalties of up to 10% of the parties’ turnover in COMESA.

The 2025 Regulations clarify that implementation is not limited to formal closing (eg transfer of shares) and any exercise of control over the target by the purchaser will amount to a breach of the standstill obligation. In this regard, in assessing whether a merger has been implemented prematurely, the CCC may consider, among other things:

• operational or infrastructural integration;
• influence over competitive decisions of the target;
• movement or restructuring of employees linked to the transaction; and
• exchanges of competitively sensitive information beyond what is strictly necessary for valuation or due diligence.

 

Revised Financial Thresholds (Including Digital Transactions)

The 2025 Regulations retain a turnover/asset-based notification system but increase and refine the thresholds.

A merger is notifiable where:

• the combined annual turnover or combined asset value of all parties in the COMESA Common Market (Common Market) equals or exceeds USD60 million (previously USD50 million); and
• the turnover or assets of at least two parties in the Common Market each equal or exceed USD10 million, unless each party achieves at least two-thirds of its COMESA turnover or assets in one and the same Member State.

In addition, the 2025 Regulations and the 2025 Rules introduce a transaction-value threshold for digital markets. A merger involving a digital market is notifiable where the transaction value equals or exceeds USD250 million, even if the “traditional turnover: thresholds are not met”. Please note that “digital market” is not defined in the 2025 Regulations and the 2025 Rules and transactions will need to be assessed on a case by case basis.

 

Revised Filing Fees

• Traditional mergers:
  • 1% of combined COMESA turnover or assets (whichever is higher), capped at USD300,000 (previously capped at USD200,000).
• Digital market mergers:
  • 05% of the transaction value, also capped at USD300,000.

 

Review Timelines and “Stop-the-Clock” Powers

The deadline review period remains 120 days from receipt of a complete notification. However, the 2025 Regulations now expressly provide for the ability of the CCC to “stop-the-clock”.

The CCC may suspend the running of the review period where it issues information requests and the parties fail to respond within the specified timeframe. This formalises previous practice and increases execution risk where notifications are incomplete or parties are slow to respond.

 

Substantive Assessment: Competition and Public Interest

The core substantive test remains whether a merger is likely to substantially lessen or prevent competition in the Common Market or a substantial part thereof. The 2025 Regulations codify a wide range of competitive factors, including market concentration, barriers to entry, countervailing power, innovation, vertical integration, failing-firm considerations and ancillary restrictions including non-compete and non-solicitation restrictions.

Importantly, the 2025 Regulations now identify specific public interest considerations that will form part of the CCC’s merger assessment. The CCC will therefore consider the impact of a merger on:

• employment;
• the ability of small and medium-sized enterprises to compete;
• the ability of industries in the Common Market to compete in international markets
• environmental protection and sustainability; and
• innovation

Where the CCC identifies concerns relating to competition and public interest, it may issue a Statement of Concern which the parties will be allowed to respond to.

 

One-Stop Shop and Member State Coordination

The 2025 framework reinforces the CCC’s role as a one-stop shop for mergers meeting the regional thresholds. Member States are formally notified of filings and may provide input, but the assessment and decision-making authority remains centralised, unless a matter is expressly referred to a national authority under the 2025 Regulations.

 

Key Takeaway for Transaction Planning

The 2025 Regulations convert COMESA from a notification-based system into a fully suspensory, enforcement-driven merger regime. Parties must now:

• factor COMESA approval into transaction timelines;
• manage gun-jumping risks carefully;
• assess digital transactions against the new transaction-value threshold; and
• anticipate scrutiny not only of competition effects, but also of public interest outcomes.

The changes are summarised in the table below:

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¹COMESA Member States include: Burundi, Comoros, Djibouti, Egypt, Eritrea, Eswatini, Ethiopia, Kenya, Libya, Madagascar, Malawi, Mauritius, Rwanda, Seychelles, Somalia, Sudan, Tunisia, Uganda, Zambia, Zimbabwe, and the Democratic Republic of Congo.