Tag: CTC

Mergers, Markets & a New Mandate: Zimbabwe’s Competition Regulator in Conversation with Primerio

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By Megan Armstrong and Amy Shellard

On 5 June 2025, Primerio hosted the latest instalment of its African Antitrust Agencies – in Conversation series. This session featured Primerio’s Managing Associate, Joshua Eveleigh, alongside Carole Bamu, Primerio’s in-country lead partner for Zimbabwe, and Calistar Dzenga, Head of Mergers at the Zimbabwe Competition and Tariff Commission (“CTC”). Their wide-ranging conversation offered a rare window into Zimbabwe’s merger control regime, recent enforcement developments, and anticipated legislative reforms, thus providing valuable insight into how the regulator is intensifying oversight and sharpening enforcement.

Calistar Dzenga explained that any transaction meeting the combined turnover or asset threshold of USD 1.2 million in Zimbabwe is notifiable under the Competition Act [Chapter 14:28]. Notably, this includes foreign-to-foreign mergers, the activities of which have an appreciable effect within Zimbabwe’s market, a critical point as Zimbabwe becomes an increasingly active jurisdiction in African dealmaking. The CTC’s review process starts with notification and payment of fees capped at USD 40,000, followed by detailed engagement including market research and stakeholder consultations.

Mergers are classified as either “small” or “big,” with smaller transactions typically decided within 30 days, while larger or complex deals taking up to 90 to 120 days. 

While the CTC uses indicators like the Herfindahl-Hirschman Index (HHI) as screening tools, the CTC confirmed that market shares are not determinative on whether a transaction will have anticompetitive effects. Instead, the CTC focuses on, and considers, barriers to entry, countervailing buyer power, and the historical context of collusion. Zimbabwe’s framework embeds public interest considerations within competition analysis, differing from South Africa’s dual-stream approach.

Public interest concerns, particularly employment protection and local industry support, are increasingly central to merger decisions. These conditions often require maintaining junior-level employment for at least 24 months post-merger and increasing local procurement. Industrial development goals also shape decisions, including mandates for mineral beneficiation in sectors such as lithium processing.

One of the most significant recent cases involved CBZ Holdings’ attempt to acquire a controlling stake in ZB Financial Holdings. The proposed merger raised alarms over market concentration in banking, reinsurance, and property, as well as risks to consumer choice. After extensive engagement, the Commission proposed strict conditions, from divestitures in related markets to commitments to maintain separate brands. Ultimately, the merging parties walked away, demonstrating that Zimbabwe’s regulator has the resolve to stand firm even on high-profile deals.

Joshua and Carole explored how Zimbabwe’s CTC collaborates with other African authorities. Calistar highlighted the strong relationships the CTC has with theCOMESA Competition Commission, the South African Competition Commission, as well as the relevant competition authorities in Zambia and Botswana. Such cross-border collaboration plays a crucial role in ensuring that mergers do not slip through regulatory gaps and that decisions are coordinated across the region. The CTC also uses memoranda of understanding with other national regulators, such as the Zimbabwe Stock Exchange and the Reserve Bank, to detect transactions which have not been notified to the CTC.

A major theme of the conversation was the long-awaited Competition Amendment Bill, which is set to overhaul Zimbabwe’s 1996 Act. As Calistar explained, the Amendment Bill will:

(i) give the CTC powers to impose harsher administrative penalties for restrictive practices and cartels;

(ii) introduce clearer rules on public interest considerations;

(iii) allow the CTC to conduct proactive market inquiries rather than just reactive investigations;

(iv) enable anticipatory decisions for failing firms to speed up urgent cases; and 

(v) provide leniency frameworks for companies disclosing collusion. 

The reforms are expected to give the CTC more enforcement capability and help align Zimbabwe with international practices. Joshua mentioned that these changes would give the CTC “more teeth to bite,” a phrase Calistar repeated, showing how the regulator wants to align with global standards.

Right now, Zimbabwe is seeing more merger activity, especially in the financial services and manufacturing sectors. This is predominantly due to consolidation pressures, along with large infrastructure projects. With regulatory scrutiny picking up speed, companies really have to stay on the front foot when it comes to managing clearance risks and be ready for stricter enforcement.

Joshua also pointed out that it’s an exciting period for competition law in Zimbabwe. He believes businesses should start preparing now for the significant changes that are on the horizon. For Primerio’s African antitrust team, this conversation really highlights how important it is to guide clients through an evolving and complex enforcement landscape.

To view the recording of this session, please see the link here.

Real-Life Monopoly in Zimbabwe

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Zimbabwe’s Supreme Court hears competition matter between CTC & Innscor

By Jannes van der Merwe & Joshua Eveleigh 

On 3 October 2024, the Supreme Court of Zimbabwe (“SCZ”) delivered a judgment in the matter of the Competition Tariff Commission v. Ashram Investments (Private) Limited, and Others, setting aside the order of the Administrative Court (“Court a quo”), which had previously set aside the order of the Competition Tariff Commission (“CTC”) (the appellant before the SCZ).

The decision by the CTC dates back to 2014, when the CTC rejected a merger application where Ashram Investments would obtain control of Profeeds and Produtrade. The CTC rejected the merger on the grounds that Profeeds and Ashram, which is wholly owned by Innscor, had shares in National Foods and Irvines (collectively referred to as “the Respondents”). The proposed merger was likely to give Profeeds and National Foods a monopoly in the stock feeds market. Subsequently, in 2015, the Respondents agreed to merge the entities and obtained 49% of the shares of the target entities, in an attempt to circumvent the regulatory framework.

By doing so, the Respondents obtained an increasing stake in the stock feeds market, where the vertically integrated Respondents operated together. Inscorr, through its subsidiary Irvines[1] and National Foods[2], operates in the stock feed market, spanning their activities over eggs, day old chicks and stock feed manufacturing. Profeeds is also in the market of manufacturing stock feed and poultry feed. [3]

The Respondents were advised to notify the CTC about the implemented mergers, which they did in 2019. The CTC investigated the matter and informed the Respondents, in terms of Section 31(5) of the Competition Act [Chapter 14:28] (“the Act”), that Ashram should divest from Profeeds and that the CTC would impose a penalty for the Respondents’ contraventions of the Act. The Respondents were given an opportunity to make representations regarding the CTC’s broad terms order.

The CTC held that the merger was not in the public interest and was likely to create a monopoly within the market, and that the Respondents failed to notify the CTC of the proposed merger as the Respondents surpassed the notifiable monetary threshold; accordingly, the CTC prohibited the merger. The Respondents appealed to the Court a quo, which upheld the appeal.

The CTC appealed the decision of the Court a quo to the SCZ on the principal grounds that the Court a quo’s findings were grossly unreasonable or irrational, and that it failed to determine that the merger was contrary to the public interest, resulting in a monopoly.

The SCZ opined that the Court a quo erred in allowing the merger. Further, the SCZ held that in terms of the Act, competition must be in the interest of the public and that parties must adhere to the provisions set out in the Act.

The SCZ considered the evidence indicating that, despite the short-term benefits that the Respondents might rely on, the Court a quo failed to consider the long-term effects of the proposed merger and the consequences that arise from a monopolistic enterprise.

The SCZ held that:

“Monopolistic tendencies must be carefully assessed because they may initially appear favorable, but in the long run, they may, when the monopolists get to the point where the market has no other option but to buy their goods, turn around and control even the economy of a country by producing highly priced goods or substandard goods sold at high prices.”

The SCZ relied on the Akzo matter where the COMESA Competition Commission had prohibited a monopolistic merger in Zimbabwe, where it was found that the merger of two strong paint brands would result in there being no effective competition in the market. The SCZ stated that:

“In the present case the court a quo ought to have upheld the prohibition of the merger taking into consideration the merging of Profeeds and National Foods which resulted in the concentration of industrial power in the two biggest companies in the stock feed industry. There are striking similarities between this case and the Akzo case”

This judgment has set a new precedent in Zimbabwe, reaffirming the sound principles set out in the Act and the consequences for parties who wish to jump the gun to circumvent legislation and regulatory authorities.

[1] https://irvinesgroup.com/our-offering/

[2] https://nationalfoods.co.zw/stockfeeds/

[3] https://www.profeeds.co.zw/products

Pan-African Antitrust Round-Up: Mauritius to Egypt & Tunisia (in)to COMESA

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A spring smorgasbord of African competition-law developments

As AAT reported in late February, it is not only the COMESA Competition Commission (CCC), but also the the Egyptian antitrust authorities, which now have referred the heads of the Confederation of African Football (CAF) to the Egyptian Economic Court for competition-law violations relating to certain exclusive marketing & broadcasting rights.  In addition, it has been reported that the Egyptian Competition Authority (ECA) has also initiated prosecution of seven companies engaged in alleged government-contract bid rigging in the medical supply field, relating to hospital supplies.

Nigeria remains, for now, one of the few powerhouse African economies without any antitrust legislation (as AAT has reported on here, here, here and here).

But, notes Andreas Stargard, an antitrust attorney with Primerio Ltd., “this status quo is possibly about to change: still waiting for the country’s Senate approval and presidential sign-off, the so-called Federal Competition and Consumer Protection Bill of 2016 recently made it past the initial hurdle of receiving sufficient votes in the lower House of Representatives.  Especially in light of the Nigerian economy’s importance to trade in the West African sphere, swift enactment of the bill would be a welcome step in the right direction.”

The global trend in competition law towards granting immunity to cartel whistleblowers has now been embraced by the Competition Commission of Mauritius (CCM), but with a twist: in a departure from U.S. and EU models, which usually do not afford amnesty to the lead perpetrators of hard-core antitrust violations, the CCM will also grant temporary immunity (during the half-year period from March 1 until the end of August 2017) not only to repentant participants but also to lead initiators of cartels, under the country’s Leniency Programme.

The Executive Director of the CCM, Deshmuk Kowlessur, is quoted in the official agency statement as follows:

‘The policy worldwide including Mauritius, regarding leniency for cartel is that the initiators of cartel cannot benefit from leniency programmes and get immunity from or reduction in fines. The amnesty for cartel initiatorsis a one-off opportunity for cartel initiators to benefit from immunity or up to 100% reduction in fines as provided for under the CCM’s leniency programme. The amnesty is a real incentive for any enterprise to end its participation in a cartel. In many cases it is not clear for the cartel participant itself as to which participant is the initiator. The participants being unsure whether they are an initiator finds it too risky to disclose the cartel and apply for leniency. The amnesty provides this unique window of 6 months where such a cartel participant can apply and benefit from leniency without the risk of seeing its application rejected on ground of it being an initiator.’

 

COMESA Competition Commission logoFinally, COMESA will grow from 19 to 20 member states, welcoming Tunisia at the upcoming October 2017 summit: the official statement notes that “Tunisia first applied for observer status in COMESA in 2005 but the matter was not concluded. In February, 2016 the country formally wrote to the Secretary General making inquiries on joining COMESA. This set in motion the current process towards its admission. once successfully concluded, Tunisia will become the 20[th] member of COMESA.”

This means that within 6 months of accession to the Common Market, Tunisia’s business community will be bound by the competition regulations (including merger control) enforced by the CCC.  Speaking of the CCC, the agency also recently entered into a Memorandum of Understanding with the Mauritian CCM on March 24, facilitating inter-agency coordination.  In addition, the Zimbabwean Competition and Tariff Commission (CTC) will host a national sensitisation workshop on COMESA competition policy on May 16, 2017 in Harare, purportedly as a result of “over 50 transactions involving cross-border mergers notified” to the CCC involving the Zimbabwean market.  “The main objective of the national workshop is to raise awareness among the key stakeholders and business community in Zimbabwe with regards to the provisions and implementation of COMEA competition law,” the CTC noted in a statement.