The Common Market for Eastern and Southern Africa (Comesa) Competition and Consumer Commission (CCCC) has introduced an expedited merger review process to streamline transactions within the bloc. This move aims to enhance deal certainty, reduce regulatory delays, and provide businesses with greater clarity on their filing obligations under the Comesa Competition and Consumer Protection Regulations, 2025. The new process allows qualifying transactions to be reviewed within a significantly shorter timeframe.
To qualify for the expedited review, a request must be submitted at the time of filing the merger notification, and the CCCC will determine eligibility within 30 days. The expedited review process will issue its decision between 30 and 45 days from the date of notification, and an additional service fee of $120,000 is payable. However, transactions that are likely to raise competition concerns or have been requested for referral by a member state are ineligible for expedited review.
The CCCC may revoke a transaction's eligibility for expedited review in certain circumstances, such as the parties' failure to respond to requests for additional information or the receipt of new information that was not available during the eligibility approval process. In such cases, the additional $120,000 service fee is refundable. The expedited review process offers parties an opportunity to obtain merger clearance within significantly shorter timelines, enhancing transaction certainty for straightforward transactions.
Alongside the expedited review process, the CCCC has also issued guidance on obtaining comfort letters, which confirm that a proposed transaction is not notifiable due to not meeting the Comesa notification thresholds. An application for a comfort letter must be submitted with supporting information and a $10,000 filing fee. The CCCC will issue a certificate of receipt and render its decision within 45 days. A comfort letter may be revoked if obtained through material misstatement or omission.
The CCCC has also formalized its approach to advisory opinions, which provide valuable insight into the CCCC's interpretation and application of the Comesa Regulations. Any undertaking or person may request an advisory opinion from the Registrar by submitting the required supporting information and proof of payment of the prescribed $10,000 fee. The CCCC will assess the request and issue its advisory opinion within 45 days.
The introduction of expedited merger reviews, comfort letters, and advisory opinions reflects the CCCC's efforts to improve the efficiency, predictability, and transparency of the Comesa competition framework. Businesses contemplating transactions with a Comesa nexus should consider these new mechanisms at an early stage to optimize transaction timelines, manage regulatory risk, and obtain greater certainty regarding filing obligations.
The Comesa Regulations require the CCCC to issue a decision on a notified merger within 120 days of filing. The new expedited review process and formalized procedures for comfort letters and advisory opinions aim to enhance the efficiency of the merger control process and provide businesses with greater clarity and certainty. By introducing these new mechanisms, the CCCC aims to promote a more efficient and transparent competition framework within the Comesa bloc.
Key points
- The Comesa Competition and Consumer Commission has introduced an expedited merger review process to streamline transactions within the bloc.
- The expedited review process allows qualifying transactions to be reviewed within 30-45 days, with an additional service fee of $120,000 payable.
- The CCCC has also formalized procedures for comfort letters and advisory opinions to provide businesses with greater clarity and certainty regarding filing obligations.
