A New Era for Regional Merger Control: The Impact of the COMESA Competition and Consumer Protection Regulations, 2025

The mergers and acquisitions landscape in Kenya and the broader region continues to evolve, particularly in light of the proposed acquisition of approximately 66 per cent of the ordinary shares of NCBA Group PLC by Nedbank Group Limited.

The transaction underscores the growing significance of regional competition regimes, particularly considering that both entities operate within jurisdictions that are Member States of the Common Market for Eastern and Southern Africa (COMESA).

The transaction arises at a pivotal moment following the introduction of the COMESA Competition and Consumer Protection Rules and Regulations, 2025, which significantly reshape the regional merger control framework. While the acquisition provides a practical example of how the new regime may operate in relation to cross-border financial sector transactions, the reforms also reflect a broader regulatory shift aimed at addressing emerging economic realities, particularly the rapid growth of digital markets and platform-based business models operating across multiple COMESA Member States.

Notably, the 2025 framework introduces specific provisions addressing mergers within the digital economy, including the regulation of digital “gatekeepers”, the introduction of transaction-value thresholds for mergers involving digital platforms and enhanced analytical tools for assessing market power in digital markets. These developments represent a deliberate effort to ensure that the regional competition regime remains responsive to the growing influence of technology companies, fintech operators and digital service providers within the COMESA common market.

Background

COMESA officially launched the COMESA Competition and Consumer Protection Regulations, 2025 (the Regulations) together with the COMESA Competition and Consumer Protection Rules, 2025 (the Rules) on 24 February 2026. The Regulations and Rules came into force on 5 December 2025 following approval by the COMESA Council of Ministers. These instruments introduce significant reforms relating to the jurisdiction of the COMESA Competition and Consumer Commission (CCCC or the Commission), merger notification thresholds, filing fees, and the regulation of mergers in digital markets. Prior to these reforms, merger control at the regional level was governed by the COMESA Competition Regulations, 2004, which have now been repealed and replaced by the 2025 framework.

According to the Commission’s official press release, transactions that had not yet been notified at the date of entry into force of the new regime must comply with the new provisions. Conversely, matters already under review by the Commission before 5 December 2025 will continue to be governed by the 2004 framework until their conclusion. In addition, the Commission issued Practice Note No. 1 of 2026 to provide further clarification regarding the operation of the new merger control regime and the practical application of certain provisions contained in the Regulations and Rules.

Key Reforms Introduced Under the New Framework 

i.    Regional Body and Exclusive Jurisdiction. 

One of the key institutional reforms concerns the transformation of the Commission itself. The authority previously known as the COMESA Competition Commission has been rebranded as the COMESA Competition and Consumer Commission. The change reflects the expanded mandate of the Commission, which now encompasses both competition enforcement and consumer protection across the COMESA region.

In addition, exclusive jurisdiction of the CCCC has now been implemented. Regulation 49 provides that the Commission shall have exclusive jurisdiction on mergers which meet the prescribed thresholds and it shall be contrary to the spirit of the Regulations and treaty for member states to call for the notification of the mergers referred to in the regulations at the national level. What this means is that once a party files a notification with COMESA, then a separate filing requirement will not be required to be made to the national regulatory authority.  This reform is intended to strengthen the “one-stop shop” model, thereby reducing duplicative regulatory processes and enhancing legal certainty for cross-border transactions.

However, experience from other regional blocs suggests that such centralised authority may encounter resistance at the national level. For example, within the ECOWAS region, certain national authorities have maintained that notification to the regional competition authority does not preclude parallel notification to domestic regulators.

The ongoing transaction involving NCBA Group PLC and Nedbank Group Limited provides a useful test case in this regard. The parties have already secured approval from national regulatory authorities, including the Capital Markets Authority. It will therefore be instructive to observe how the Competition Authority of Kenya approaches its role in light of the Commission’s exclusive jurisdiction over notifiable regional mergers.

ii.    Notification thresholds 

The 2025 Regulations introduce revised financial thresholds for determining whether a merger must be notified to the Commission. A transaction will now be notifiable where:

• (a)    the combined annual turnover or combined value of assets (whichever is higher) of all parties to the merger in the COMESA Common Market equals or exceeds USD 60 million – previously USD 50 million; and
• (b)    the annual turnover or value of assets (whichever is higher) in the Common Market of at least two of the parties to the merger equals or exceeds USD 10 million, unless each of the parties achieves at least two-thirds of its aggregate turnover or assets within a single Member State. 

These thresholds are intended to ensure that the Commission focuses its enforcement resources on transactions with a genuine regional dimension while allowing purely domestic transactions to remain within the jurisdiction of national competition authorities.

iii.    Mergers in the digital market

The new framework also introduces specific provisions addressing mergers within the digital economy. In particular, the Regulations introduce the concept of “gatekeepers”, defined as digital service providers operating core platform services that function as critical gateways enabling business users to reach end users, and which enjoy, or are likely to enjoy, an entrenched and durable market position.

The Regulations establish a global transaction-value threshold of USD 250 million for mergers involving digital market operators. According to the Commission’s guidance in Practice Note No. 1 of 2026, this threshold relates solely to the aggregate transaction value globally and does not require attribution to specific jurisdictions. Accordingly, the Commission will assess the total value of the transaction irrespective of where that value arises geographically.

Where at least one party to the transaction operates in two or more COMESA Member States and the transaction value meets or exceeds the prescribed threshold, the merger will be notifiable to the Commission. The Commission has further indicated that it will continue to apply the USD 250 million transaction value threshold to digital market transactions pending the issuance of additional guidelines that will provide greater clarity on the operation of these provisions.

iv.    Merger Fee

Notification of a merger shall be accompanied by a fee calculated at 0.1% of the combined annual turnover or combined value of assets in the common market of the parties to a merger, whichever is highest provided that the fee does not exceed USD 300,000.  This being an increase from what was previously being charged where the fee was calculated at 0.01% of the combined annual turnover or combined value of assets in the Common Market, whichever is higher. For notifiable mergers in the digital market, a fee calculated at 0.05% of the transaction value provided it does not exceed USD 300,000 will be applied. 

Conclusion

The COMESA Competition and Consumer Protection Rules and Regulations, 2025 marks a comprehensive transformation of the regional merger control framework. The repeal of the COMESA Competition Regulations 2004 was intended to enhance certainty and promote greater uniformity in the application of competition rules across the COMESA region. The reforms advance this objective by strengthening the role of the COMESA Competition and Consumer Commission as the primary regional authority and by providing clearer procedural guidance for businesses undertaking cross-border transactions.

More broadly, the Rules and Regulations align COMESA with emerging best international practices in competition regulation, while responding to the rapid digitalization of markets and the increasing integration of regional economies. In doing so, the framework reinforces the commitment of the Common Market for Eastern and Southern Africa to safeguarding effective competition, consumer welfare, and fair cross-border mergers and acquisitions within the common market.

Against this backdrop, the proposed acquisition involving NCBA Group PLC and Nedbank Group Limited may provide an early practical illustration of the operation of the new regime. The transaction will offer insight into how effectively the revised Rules and Regulations streamline regional merger review and promote regulatory certainty across COMESA Member States.

Should you have any questions regarding the implications of the new COMESA merger control regime or require further clarification on the application of the Rules and Regulations, please feel free to reach out to our commercial team mati.munuve@clydeco.com and nelly.tuitoek@clydeco.com . We would be pleased to provide further guidance.