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    What is a Merger and how is a merger defined under the Competition and Consumer Protection Act No.24 of 2010 (CCPA)?
    A merger can simply be defined as a transaction between two or more independent parties which results in one party acquiring interest in the other party. This interest maybe through shares or assets or an agreement to work together in a joint...
    Are all Mergers Notifiable?
    Not all mergers are notifiable. Only mergers that, Meet the threshold as provided for in the Statutory Instrument No. 97 of 2011, Result in change of control as provided for under Section 24(3) of the CCPA and Have an appropriate local nexus are...
    What is Negative Clearance and when is it obtained?
    Negative Clearance is where parties to a merger transaction are not sure whether or not it qualifies for notification with the Commission, they may apply to the Commission for negative clearance (defined under Section 28 of the CCPA). Parties can...
    What does single economic entity mean and how does the Commission use this concept in merger analysis?
    Any two or more bodies corporate are treated as interconnected if one or more of them is a subsidiary or are subsidiaries of the other, or if all of them are subsidiaries of the same body corporate as provided for under Section 2 of the CCPA. For...
    How does the Commission determine if parties meet the threshold?
    Once the parties to a merger are identified, the regulations provide that the sum of the combined assets or combined turnovers of the parties to the merger be used. If the combined assets or turnover of the parties exceed the set threshold in the...
    How does the Commission calculate merger notification fees?
    To calculate the notification fee, the Commission considers either the sum of assets for the parties or the sum of turnover for the parties whichever is higher for the purposes of the notification fee. SI 97 of 2011 provides for a percentage fee of...
    Who is supposed to pay the notification fee?
    Parties to the merger are required to pay the notification fee. How they contribute towards the notification fee and who makes the payment is entirely up to them. The fees are paid against a raised invoice by the Commission and are payable to an...
    What is the meaning of “operating” in Zambia when it comes to mergers?
    Operating in Zambia means enterprises wholly domiciled in Zambia. It also means companies that are wholly domiciled outside Zambia but have a presence in the Zambian market through export sales or the presence of subsidiaries. In the case where the...
    Is notification mandatory or voluntary?
    Notification is mandatory according to section 26 of the CCPA for all notifiable mergers or mergers that meet the notification criteria. Notification entails the lodging in of all relevant documents with the Commission and the payment of a...
    Are non-notifiable mergers reviewable?
    According to Section 27 of the CCPA which states that the Commission may, where it has reasonable grounds to believe that a merger falls below the prescribed threshold, review the merger” It is not mandatory for merging parties to notify merger...
    To whom is the notification made?
    The CCPA does not specify as to whom notification is to be made. However, Section 6 of the CCPA states that the Executive Director shall be the Chief Executive Officer of the Commission and shall be responsible under the direction of the Board for...
    Who should notify a transaction with the Commission?
    According to Statutory Instrument No. 97 of 2011 which states that The Commission prefers a single application made jointly by all the parties to an agreement, though parties may submit separate notifications if they wish, particularly if they wish to...
    What must be filed with the Commission?
    A filled in Form 1, audited financial statements of the merging parties generating a turnover in Zambia, the share purchase agreement between the parties, strategic plans of the merging parties and plans for the merged entity, merging parties Board...
    Is the regime for merger control in Zambia Suspensory?
    Yes. The merger control regime in Zambia is suspensory which implies that the parties to the transaction are indefinitely prevented from effecting the transaction until they have received clearance from the Commission.
    How long does it take for the Commission to issue a determination?
    By law the Commission shall complete its assessment of a proposed merger and issue its determination within a period of ninety days from the date of full notification for authorization. However, the Commission can also extend the 90 day period for...
    What process does a case under go before receiving final approval and who gives it?
    The Commission conducts investigations on the merger, this also involves consultation with third parties such as customers, competitors, industry experts, sector regulators if any etc. the investigations involve competition and public interest...
    What can parties to a transaction do with an interim approval?
    An interim approval is given to merging parties by the Technical Committee of the Board of Commissioners. Parties can consummate the merger pending final authorisation from the full Board of Commissioners. It is a requirement that merging parties...
    What are the possible outcomes of a merger notification?
    Approval of the proposed merger without any conditions; Approval of the proposed merger with conditions or undertakings given by the parties to address competition concerns that may have arisen during the assessment of the proposed merger; Reject the...
    Can parties contest the decisions made by the Board?
    Yes, parties can contest the Board’s decision as they can appeal within 30 days from the date of receiving the Board decision to the Competition and Consumer Protection Tribunal (Tribunal).
    What does the Commission mean by “merger specific” conditions in merger?
    These are conditions given to a specific merger after assessment which the merging parties should adhere to.
    What are the consequences of breaching Merger Conditions?
    According to Section 37 of the CCPA, an enterprise that breaches merger conditions is liable to a fine not exceeding ten percent of its turnover.
    What are the consequences of implementing a merger without approval from CCPC?
    According to section 37 of the CCPA, the transaction is illegal and therefore all arrangements between the parties shall be null and void. Further, the Commission can charge such parties a fine of up to ten percent of their annual turnover.
    When is a merger Anti-competitive?
    According to Section 8 of the CCPA, a merger is anti-competitive when it has the object or effect of preventing, restricting or distorting competition to an appreciable extent in Zambia.
    Should mergers that meet the “regional dimension” be notified with both COMESA Competition Commission and the Commission?
    No. According to Article 23(a) and 23(b) of the COMESA Competition Regulations, a merger is notifiable with the COMESA Competition Commission if  “both the  acquiring firm  and  target  firm  or  either  the  acquiring firm or target firm operate in two or...
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