Practice Note Regarding Engagements With the COMESA Competition Commission, Relevant Authority in Member States and Merging Parties With Regard to Notified Mergers

CCC-Notice-3-of-2023

Article 23 of the COMESA Competition Regulations 2004 (the “Regulations”) require the mandatory notification of notifiable mergers to the COMESA Competition Commission (the “Commission”). A notifiable merger is one where both the acquiring firm or the target firm or either the acquiring firm or the target firm operate in two or more Member States and the thresholds prescribed under Article 23(3)(b) of the Regulations are met. Such transactions are notified and assessed by the Commission under the one-stop-shop principle which requires mergers meeting the regional dimension criteria to be notified to the Commission only, and that it is examined and decision on the compatibility of the merger with the Regulations be made by the Commission only.

Upon receipt of a merger notification and before embarking on an inquiry to assess the competitive effects of the same, the Commission is required under Article 26(6) of the Regulations to give notice of the transaction to all affected Member States.  Notification is made by the Commission to the National Competition Authority or the Relevant Authority to which the responsibility for the subject of competition matters is assigned in the affected Member State (“Relevant Authority”).

Article 7 of the Regulations mandates the Commission to facilitate the exchange of relevant information and expertise with Member States. Pursuant to Article 7 of the Regulations, upon notification to an affected Member State, the Commission has a working arrangement with the Relevant Authority which mandates the latter to collect any information (verbal or recorded in written, electronic or any other form), on behalf of the Commission, from any party, including the merging parties’ subsidiaries, branches, affiliates, related parties or other entities directly or indirectly controlled by them operating in its territory.

In the spirit of the one-stop-shop principle, information gathered by the Relevant Authority is however not intended for the latter’s decision on the notified transaction with regard to its compatibility with the Regulations. Information gathered by the Relevant Authority is meant to feed into the examination of the notified transaction by the Commission under the Regulations.

The Commission therefore wishes to advise all stakeholders to cooperate with the Relevant Authority where the latter seeks information from the merging parties’ subsidiaries, branches, affiliates, related parties or other entities directly or indirectly controlled by them operating within its territory. The foregoing notwithstanding, it is important that the Commission is copied in the correspondence between the Relevant Authority and the undertakings concerned to avoid duplication of activities. This will assist in the efficient and effective examination and disposal of notified transactions before the Commission.

For any further details and/or clarifications on any aspect of this Practice Note, please contact the undersigned on +265 (0) 1 772 466 or by email at compcom@comesa.int.

This Practice Note is effective from the date of publication on the Commission’s website. The Commission may withdraw or update this Practice Note but in no case shall it do so without notifying stakeholders of the withdrawal or revision.

Meti Demissie Disasa
Registrar
COMESA Competition Commission
 
Click here to download the Practice Note Regarding Engagements with the COMESA Competition Commission, Relevant Authority in Member States and Merging Parties with regard Notified Merger.

Notice of Closure of the Office of the Registrar on Official Holidays in the Year 2023

CCC Notice No. 1 of 2023

NOTICE IS HEREBY GIVEN THAT the COMESA Competition Commission (“Commission”) shall observe the official holidays recognized by the host country, the government of Malawi. Consequently, the Commission would like to notify all its esteemed customers that the Office of the Registrar would be closed in the Year 2023 on the following dates:-

The Commission would like to remind the concerned persons that the closure of the Office of the Registrar would alter the computation of time by the Commission in accordance with Rule 3 (2) of the COMESA Competition Rules which read as follows:

“Where the time prescribed by or allowed under these Rules for doing an act or taking a proceeding expires on a Saturday or Sunday or on a day on which the office of the Registrar is closed, the act may be done or the proceeding may be taken on the first day following that is not a Saturday, Sunday or day on which that office is closed.”

The Registrar

COMESA Competition Commission

5th Floor, Kang’ombe House

P.O. Box 30742

Lilongwe 3, Malawi

Office Phone: +265 (0) 1 772466

Email: mdisasa@comesa.int or compcom@comesa.int

Click here to download the Notice of Official Holidays

Revised Guidance on Engagement With the COMESA Competition Commission on Merger Filings

CCC-Notice-2-of-2023

 It is hereby notified that the COMESA Competition Commission (the “CCC”) has decided to withdraw with immediate effect its ‘Notice of Interim Measures in Merger Review of the COMESA Competition Commission due to the COVID-19 Pandemic (CCC_Notice_4_of_2020 (comesacompetition.org)’.

The Notice was issued during the COVID-19 outbreak to facilitate parties’ compliance with the COMESA Competition Regulations (the “Regulations”) in relation to notification requirements and to allow the CCC to remain effective whilst adapting to new conditions. The CCC is pleased to observe the significant economic recovery within the Common Market and abroad, which has contributed to removal of strict lockdowns and other restrictions.

The CCC therefore wishes to inform stakeholders that it has resumed onsite investigations and face-to-face meetings with regard to merger investigations.

The CCC has noted that the amended approach to the application of Article 24(1) of the Regulations pursuant to the 2020 Notice has been widely utilized by merging parties. Article 24 (1) of the Regulations require parties to a notifiable merger to notify the CCC within 30 days of a decision to merge. Pursuant to the 2020 Notice, this obligation was relaxed, with the CCC treating the initial engagement with the parties as the beginning of the notification process. Parties were therefore not penalized for failure to submit a notification within 30 days of the parties’ decision to merge if the initial engagement with the CCC was effected within the 30-day period. The CCC has observed that this approach has been beneficial both for merging parties, and for the CCC in monitoring non-compliance with Article 24(1) of the Regulations.

In view of the foregoing, the CCC has decided to maintain this pragmatic approach, until further notice and any amendment to the Regulations. Parties are therefore informed that the CCC shall continue to consider the initial engagement with the parties as the beginning of the notification process, and notification shall be considered complete once all the required information is submitted. As long as the parties have engaged the CCC on the notification process within the 30-day period, they shall not be penalized for failure to submit a notification within 30 days of the parties’ decision to merge. The above shall not apply where there are unreasonable and unexplained delays in the parties’ submission of a complete notification. [emphasis]

The CCC has also decided to maintain the use of electronic notifications and filing of mergers and acquisitions, until further notice. Parties will therefore not be penalised for non-submission of hard copies. The CCC reserves the right to request for hard copy of the notifications, where the circumstances so require.

If you wish to seek further details and/or clarifications on any aspect of this Notice, you may get in touch with the Registrar, on +265 (0) 1 772 466 or via email at compcom@comesa.int.

This Notice is effective from the date of publication on the CCC’s website. The CCC may withdraw or update this Notice as required but in no case shall it do so without notifying the stakeholders of the withdrawal.

Meti Demissie Disasa

Registrar

COMESA Competition Commission

5th Floor, Kang’ombe House

P.O. Box 30742, Lilongwe 3, Malawi

Office Phone: +265 (0) 1 772466

Email: compcom@comesa.int

Click here to download CCC Notice 2 of 2023: Revised-Guidance on Engagement of the COMESA Competition Commission on Merger Filings.

Notice of Closure for 2022 Festive Holidays

CCC/NOTICE/2/2022

It is hereby notified that the COMESA Competition Commission (the “Commission”) will be officially closing for the 2022 festive holidays as from Wednesday 21 December 2022 to Tuesday 10 January 2023 and will reopen on Wednesday 11 January 2023.

Kindly take note that during this period, the Office of the Registrar of the Commission will be closed for notification of transactions. With regard to transactions already notified or filed and under consideration, the computation of time during this period will be adjusted in accordance with Rule 3(2) of the COMESA Competition Rules which reads:

“Where the time prescribed by or allowed under these Rules for doing an act or taking a proceeding expires on a Saturday or Sunday or on a day on which the office of the Registrar is closed, the act may be done or the proceeding may be taken on the first day following that is not a Saturday, Sunday or day on which that office is closed.”

The Commission wishes all its stakeholders a Merry Christmas 2022 and Happy New Year 2023.

The Registrar

COMESA Competition Commission

5th Floor, Kang’ombe House

P.O. Box 30742

Lilongwe 3, Malawi

Office Phone: +265 (0) 1 772466

Email: mdisasa@comesa.int or compcom@comesa.int

www.comesacompetition.org

Click here to download the Notice of Closure of 2022 Festive Holidays

COMESA Competition Commission: Notice of Hearing

Article 20 of the COMESA Competition Commission (Appeals Board Procedure) Rules, 2017 (“the Appeals Rules”)

Reference: CCC/APPEAL/JR/3/01/2022

Applicant: Confédération Africaine de Football (CAF)

Interested Parties: COMESA Competition Commission

Sportfive EMEA

In the matter: Application for Judicial Review by CAF against the decisions of the Committee Responsible for Initial Determinations (CID) dated 29 June 2021 and 2 September 2021. The decisions concern agreements concluded between CAF and Sportfive EMEA relating to the commercialization of commercial rights of CAF competitions (“the matter”).

CAF, COMESA Competition Commission and Sportfive EMEA (hereinafter referred as “the Parties”) are hereby notified that the Appeals Board has scheduled a Hearing in the matter in accordance with Article 20 of the Appeals Rules. The details of the Hearing are as follows:

Date of Hearing: 10-12 October 2022

Time: 0900 hours (Malawi time, GMT+02:00)

Mode of the Hearing: Hybrid, that is physically in Lilongwe, Malawi and virtually.

Venue: Lilongwe, Malawi

Click here to download the Notice of Hearing