Namibia’s proposed N$60 million merger notification threshold would remain significantly below several regional peers, raising concerns that businesses operating locally could continue facing heavier regulatory requirements for relatively small transactions.
Former Bank of Namibia Governor Johannes !Gawaxab said the Namibia Competition Commission’s (NaCC) proposed revisions are a step in the right direction, but fall short of bringing Namibia’s merger control framework in line with regional markets.
NaCC is proposing to increase the combined threshold for mandatory merger notification from N$30 million to N$60 million, while the threshold for the business being acquired would rise from N$15 million to N$20 million.
The Commission estimates that the changes would exempt about 98 transactions, or 15% of historical merger applications, from mandatory notification.
!Gawaxab said the proposed revisions should be welcomed because they recognise that the current thresholds and filing fees, which have remained unchanged since 2015, may no longer adequately serve Namibia’s economic interests.
However, he argued that the proposed thresholds remain too low when compared with other jurisdictions in the region.
“The revised thresholds are way too low, inadequate, risk delaying legitimate business deals, increasing compliance costs for small firms, and making us uncompetitive regionally and globally,” !Gawaxab said.
According to regional comparisons contained in his submission, Botswana applies a combined threshold equivalent to about R170 million, while Rwanda’s stands at about R577 million.
COMESA’s combined threshold is about R990 million, with a target threshold of approximately R165 million, while South Africa’s proposed 2026 framework would set its combined threshold at R1 billion and the target threshold at R175 million.
At N$60 million, Namibia’s proposed combined threshold would therefore amount to about 35% of Botswana’s cited threshold and just 6% of the proposed South African level.
!Gawaxab said the comparison with South Africa is particularly important because the Namibia dollar is pegged one-to-one to the rand, meaning the large difference in regulatory thresholds cannot be entirely ignored.
His submission also points to fellow Common Monetary Area members Eswatini and Lesotho, where approaches to merger notification place greater emphasis on market impact rather than relying solely on fixed monetary thresholds.
The concerns come as NaCC’s own historical data show that most transactions submitted for approval ultimately proceed without conditions.
Of 606 mergers assessed between 2015 and 2025, 529, or about 87%, were approved unconditionally, while 72 were approved with conditions and only five were prohibited.
!Gawaxab argued that requiring large numbers of low-risk transactions to undergo mandatory notification increases compliance costs for businesses while consuming regulatory resources that could be directed towards transactions and conduct presenting greater competition risks.
He has proposed that Namibia instead increase the combined annual turnover or asset threshold to N$240 million, four times NaCC’s proposed N$60 million level.
His second recommendation is to raise the target undertaking threshold to N$120 million, compared with the N$20 million proposed by NaCC, while his third recommendation is to introduce an N$50 million threshold for abuse of dominance.
!Gawaxab said substantially higher thresholds would not remove NaCC’s role in protecting competition, but would allow the regulator to concentrate on transactions capable of materially affecting markets while reducing unnecessary regulatory costs for smaller and low-risk deals.
He also argued that the framework should anticipate Namibia’s expected economic expansion from oil and gas, critical minerals, renewable energy and industrialisation rather than adopting thresholds that could quickly become outdated.
