By Olivia Höll

26 June 2026 will be recorded as a watershed moment in Uganda’s competition law history. On this date, and again on 3 July 2026, the Uganda Gazette published General Notices No. 1243/2026 and No. 1305/2026, the country’s first-ever formal merger notifications. This milestone marks the official operationalisation of Uganda’s merger control framework, ending years of anticipation since the enactment of the Competition Act, 2023 (“the Act”).

Background

The gazettement follows the publication of the Competition Regulations, 2025 (“the Competition Regulations”), which were listed as a supplement in the Uganda Gazette on 8 August 2025. These regulations, issued under the authority of the Minister of Trade, Industry and Cooperatives, brought to life a comprehensive framework for implementing the Act, covering anti-competitive practices, abuse of dominance, and merger control.

The journey to this point has been lengthy. The Act required the Minister to present regulations before Parliament by 21 October 2024, but the regulations were published approximately 11 months after this statutory deadline. Despite these delays, the regime is now firmly in place, and businesses must take notice.

The first notified transactions

The inaugural merger notifications involve transactions across two distinct and significant sectors of Uganda’s economy:

1. Fast-moving consumer goods (beverages)

White Showmans Limited’s proposed acquisition of Black Showmans Beverages Limited represents the first test of the merger control regime in the consumer goods sector. This transaction will likely attract scrutiny regarding market concentration in the beverages space and potential impacts on consumer choice and pricing.

2. Private healthcare consolidation

The second notification involves a significant consolidation in Uganda’s private healthcare sector. International Hospital Kampala Limited has proposed the acquisition of:

i. Citadel Holdings Ltd;

ii. Roswell Women and Children’s Hospital Ltd;

iii. Roswell Ear, Nose and Throat Clinic Ltd;

iv. Wellington Clinic Ltd;

v. Wellington Diabetes and Heart Clinic Ltd; and

vi. Dr. Malik Assemera.

This multi-facility acquisition signals a trend toward consolidation in Uganda’s growing private healthcare market, which will now be subject to regulatory scrutiny to ensure competition and patient welfare are protected.

The notification process

The gazettement of these notices activates a statutory process that invites third parties and stakeholders to submit representations or objections within prescribed timelines before the transactions can proceed. This transparent process ensures that competitors, consumers, and other interested parties have an opportunity to voice concerns about potential anti-competitive effects.

The publication requirement serves as a critical safeguard, ensuring that merger control is not conducted behind closed doors but with public accountability.

Understanding the thresholds

The Competition Regulations establish clear thresholds for mandatory merger notification. Transactions must be notified when:

i. the combined turnover or assets (whichever is higher) of the undertakings equals or exceeds 1 billion Ugandan shillings (“UGX”), and the target undertaking’s turnover or assets exceed UGX 500 million;

ii. the acquiring undertaking’s turnover or assets exceed UGX 10 billion, and the merging parties are in the same market or can be vertically integrated; or

iii. in the carbon-based mineral sector, the value of reserves, rights, and associated assets exceeds UGX 10 billion.

These thresholds ensure that only transactions with significant market impact are subject to prior approval, while smaller transactions may proceed without regulatory burden.

The suspensory regime

Uganda’s merger control regime is suspensory. This means that approval must be obtained before the transaction can be implemented. “Gun jumping”, meaning proceeding with a transaction without obtaining necessary approval, is prohibited and can result in significant penalties, including fines and potential imprisonment of up to ten years.

Any merger, acquisition, or joint venture entered into in contravention of this requirement is void, making compliance essential for transaction certainty.

Regional considerations

Ugandan businesses must also consider that mergers with a regional dimension may require notification to regional competition authorities. The Common Market for Eastern and Southern Africa (“COMESA”) Competition Commission retains jurisdiction over cross-border mergers where parties operate in two or more member states, with notification thresholds based on combined turnover or assets exceeding USD 50 million.

Additionally, the East African Community Competition Authority (“EACCA”) began accepting cross-border merger notifications from 1 November 2025. Transactions with cross-border effects in two or more East African Community (“EAC”) partner states are notifiable where the combined turnover or assets in the EAC equals or exceeds USD 35 million.

Until formal coordination mechanisms between COMESA and EACCA are fully operationalised, parties may face dual filing obligations, with attendant costs and complexity.

What this means going forward

The publication of these first merger notifications sends a clear signal to the business community. Uganda’s merger control regime is now operational and will have immediate relevance across key sectors of the economy. Businesses contemplating acquisitions, mergers, or other forms of corporate consolidation should now factor merger notification requirements into their transaction planning from the earliest stages.

The Ministry of Trade, Industry and Cooperatives (“MTIC”), through its technical committee, will administer the regime, with powers to:

i. request information from parties;

ii. conduct hearings;

iii. consult with other government agencies; and 

iv. impose structural or behavioural remedies where competition or public interest concerns arise.

The Ministry retains a “call-in” power to review any deal that may harm competition, even if it falls below the monetary thresholds, meaning few transactions are entirely immune from scrutiny.

Conclusion

The gazettement of Uganda’s first merger notifications on 26 June and 3 July 2026 marks a historic milestone in the country’s economic governance. For the first time, mergers and acquisitions in Uganda are subject to formal regulatory review before implementation. This development aligns Uganda with international best practices in competition law and will contribute to a more competitive, consumer-friendly market environment.

For businesses, investors, and their advisors, merger planning in Uganda now requires competition clearance as a non-negotiable component of transaction execution. As the technical committee gains experience and capacity, we can expect to see an increasing number of notifications across various sectors, cementing Uganda’s place in Africa’s evolving competition law landscape.