Procedural Aspects of Mergers in Tanzania

Mergers and acquisitions (M&A) are a key driver of investment, consolidation, and growth in Tanzania’s economy. However, merger transactions are subject to mandatory competition law review to ensure they do not substantially lessen competition or harm consumers.

In Tanzania, mergers are regulated under the Fair Competition Act, Cap. 285 (Revised Edition, 2023) and the Fair Competition (Competition Rules), 2018, administered by the Fair Competition Commission (FCC).

This article provides a clear, step-by-step explanation of the procedural requirements for mergers in Tanzania, from notification through approval, including timelines, documentation, review stages, and consequences of non-compliance.

What Constitutes a Merger Under Tanzanian Law

A merger occurs where there is an acquisition of shares, a business, or assets, whether inside or outside Tanzania, that results in a change of control over a business, part of a business, or an asset in Tanzania.

Control may be acquired through:

• Share acquisitions
• Asset purchases
• Joint ventures
• Contractual arrangements conferring decisive influence

Cross-border transactions are also notifiable if they affect a market in Tanzania.

When Is a Merger Notifiable?

Under section 11 of the Fair Competition Act, a merger is notifiable if it meets the financial threshold prescribed by the FCC.

Current Threshold (Still Applicable):

• TZS 3.5 billion
• Calculated based on the combined turnover or combined value of assets of the merging firms

This threshold is prescribed under the Fair Competition (Threshold for Notification of a Merger) Order, as amended in 2017, which remains in force.

Important: A notifiable merger must not be implemented before receiving FCC approval (the “standstill obligation”).

Mandatory Merger Notification

Prescribed Form and Fees

Merger notification must be made using Form FCC.8, as set out in the First Schedule to the Competition Rules, 2018, and must be accompanied by the prescribed filing fees.

Where confidentiality is claimed, the applicant must file Form FCC.2, providing written justification for confidential treatment of the information.

Filing Requirements

• One original and three copies of the notification form and supporting documents
• Supporting documents must be originals or certified true copies
• Where representatives sign filings, written authority must be provided

Information and Documents Required

A merger notification must include all information required under the prescribed forms, including but not limited to:

• Details of the merging parties
• Ownership and control structures
• Description of the transaction
• Market definition and competitive analysis
• Financial statements and turnover data

The Director General of the FCC may waive certain information requirements if they are not necessary for examining the merger.

Review of the Merger Notification

Upon submission, the FCC will issue either:

Notice of Complete Filing

Issued where:

• The merger falls within FCC jurisdiction; and
• All procedural and documentary requirements are satisfied

Notice of Incomplete Filing

Issued where:

• Required information or documents are missing

The acquiring firm has five (5) working days to refer the matter to the Commission to challenge or seek waiver of the requirements.

Failure to remedy deficiencies within the prescribed time may result in the merger being deemed abandoned.

Merger Review Periods and Extensions

Initial Review Period

Within 14 days of complete filing, the FCC determines whether the merger should be examined or cleared without investigation.

Examination Period

Once a merger is selected for examination:

• It is prohibited from implementation for 90 days
• During this period, the FCC conducts a substantive competition assessment

Extension

The FCC may extend the review period by a further 30 days, issuing an Extension Certificate.

Review periods run continuously without interruption.

Examination of Mergers

First-Stage Investigation (Preliminary Review)

The FCC assesses whether the merger is likely to:

• Substantially lessen competition
• Create or strengthen a dominant position

This assessment is conducted by competition lawyers and economists.

If no competition concerns arise, the parties receive a “no objection” clearance.

Second-Stage Investigation

If concerns are identified:

• Further investigation is undertaken
• Interested third parties may be invited to participate
• Market testing and economic analysis are conducted

Assessment and Hearing

The FCC prepares a detailed report addressing:

• Whether a breach of the Act is likely; and
• Whether an exemption under section 13 of the Act is justified due to public interest or efficiency benefits

The Commission may conduct a hearing before issuing its decision.

FCC Decisions and Outcomes

Upon completion of review, the FCC may:

• Approve the merger unconditionally
• Approve the merger subject to conditions
• Prohibit the merger

The FCC will issue:

• A Clearance Certificate; or
• A Notice of Prohibition, with written reasons

The decision is published in the Government Gazette or FCC website.

Abandonment of a Merger

If a firm decides not to proceed with a notified merger, it must formally notify the FCC using the prescribed form.

Legal Effect

• Parties revert to their pre-transaction position
• Filing fees are forfeited
• The transaction is treated as if it had never been notified

Breach of Merger Approval Conditions

Where a firm breaches conditions attached to merger approval, the FCC will issue a Notice of Apparent Breach.

Within 10 working days, the firm must:

• Submit a settlement plan; or
• Request review on grounds of substantial compliance

Revocation of Merger Approval

The FCC may revoke approval where:

• Approval was based on false or misleading information
• Approval was obtained through deceit
• Conditions attached to approval have been breached

Revocation exposes the transaction to enforcement action and potential penalties.

Key Takeaways for Investors and Deal-Makers

• Merger notification is mandatory once thresholds are met
• Implementation before approval is strictly prohibited
• Timelines must be factored into transaction planning
• Conditional approvals require ongoing compliance
• Early legal and competition advice reduces execution risk

Final Words

Tanzania’s merger control regime is clear, structured, and actively enforced. Firms engaging in mergers, whether domestic or cross-border must carefully navigate notification requirements, review timelines, and competition assessments.

Failure to comply can result in transaction delays, prohibition, or regulatory sanctions. Early engagement with competition counsel is therefore essential.

Mak Africa Legal advises local and international clients on merger notifications, FCC engagement, competition risk assessment, and transactional strategy in Tanzania.

Legal Disclaimer

This publication is provided for general information purposes only and does not constitute legal advice. Mak Africa Legal accepts no liability for reliance placed on this publication. Specific professional advice should be sought before acting on the information contained herein.

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