The Namibia Competition Commission (NaCC) is proposing to raise the threshold for mandatory merger notifications to a combined N$60 million, potentially removing about 15% of transactions from compulsory regulatory filings.
NaCC Senior Researcher Taimi Amunkete said the proposal would increase the threshold for the business being acquired to N$20 million, while the combined threshold for the merging parties would rise to N$60 million.
She said the changes are aimed at cutting unnecessary filings for transactions that pose limited competition risks while allowing the Commission to focus on deals that require greater scrutiny.
“Grounding adjustments in economic reality by applying inflation indexing. This raises the target threshold to N$20 million and the combined threshold to N$60 million, exempting 98 transactions (15%) from unnecessary administrative filings,” Amunkete said.
The proposal follows an NaCC review of 606 mergers assessed between 2015 and 2025, which found that the overwhelming majority were approved.
According to Amunkete, 529 transactions, or about 87%, were approved without conditions, while 72, or approximately 12%, were approved subject to conditions. Only five mergers, less than 1% of the total, were prohibited.
Based on the historical transactions reviewed, the proposed thresholds would have exempted 98 mergers from mandatory notification.
Amunkete said the Commission considered a higher threshold that would have excluded about 21% of historical transactions but found that this could allow potentially harmful mergers to escape regulatory scrutiny.
NaCC is also proposing a major overhaul of merger filing fees, replacing the existing seven-tier system with three categories for small, intermediate and large transactions.
Amunkete said mergers valued between N$60 million and N$100 million would attract a filing fee of N$90,000, while transactions between N$100 million and N$300 million would be charged N$120,000.
Large mergers exceeding N$300 million would face a maximum filing fee of N$650,000.
“After undertaking a moderation exercise to ensure fees do not discourage strategic investment, we propose a filing fee of N$90,000 for small mergers, N$120,000 for intermediate mergers, and a moderated fee cap of N$650,000 for large mergers exceeding N$300 million,” Amunkete said.
She said the N$650,000 cap was reduced from the N$900,000 that would have resulted from a strict inflation adjustment to prevent regulatory costs from discouraging major investments and strategic transactions.
The proposed reforms would also adjust fees for advisory opinions, exemptions and certifications to reflect inflation and changes in economic conditions.
However, Amunkete said transactions below the proposed thresholds would not automatically escape regulatory oversight.
NaCC would retain powers to require notification of smaller transactions where competition concerns arise, particularly acquisitions involving technology companies, innovative start-ups and other asset-light businesses whose competitive significance may not be reflected in traditional turnover or asset values.
The proposed reforms are intended to reduce the regulatory burden associated with lower-risk transactions while keeping potentially anti-competitive deals within NaCC’s reach.
