Mergers & Acquisitions Lawyers in Nairobi, Kenya

What Counts as a Merger Under Kenyan Law

Under the Competition Act, 2010, a merger occurs whenever one or more undertakings acquires direct or indirect control over another business whether through a share purchase, an asset acquisition, an amalgamation, or another form of business combination. Control is treated as established where a party:

• Holds more than 50% of the issued share capital or voting rights in the target.
• Can appoint or veto the appointment of a majority of the board of directors.
• Exercises material influence over the target’s business decisions or policy.
• Holds a controlling trustee or nominee relationship over the target’s shares or assets.

This deliberately broad definition means most substantive changes in ownership or control not just formal mergers fall within the scope of Kenya’s competition law regime.

CAK Notification Thresholds

Merger notification to the Competition Authority of Kenya is mandatory for qualifying transactions. Proceeding without required clearance renders the merger legally void and can expose the parties to criminal fines, imprisonment, and administrative penalties of up to 10% of annual turnover.

Threshold Category	Trigger
Full notification required	Combined turnover or assets in Kenya at or above KES 1 billion, with the target’s turnover or assets at or above KES 500 million or the acquirer’s turnover at or above KES 10 billion where the parties operate in overlapping or vertical markets.
Notifiable but excludable	Combined turnover or assets between KES 500 million and KES 1 billion parties may apply for a simplified exclusion from full notification.
Excluded from notification	Combined turnover or assets below KES 500 million, and most internal group restructurings that do not alter control.
Cross-border / COMESA	Transactions meeting COMESA Competition Commission thresholds must also be assessed against Kenya’s local nexus rules where a significant share of turnover or assets is based in Kenya.

Cross-Border Mergers

Kenya’s competition regime reaches foreign transactions that affect Kenyan subsidiaries or markets, which must comply with local merger control even where the primary transaction is negotiated abroad. Where a deal also meets COMESA Competition Commission thresholds, dual filing with both the COMESA Competition Commission and CAK may be required, particularly where a substantial share of the business is based in Kenya.

Dispute Resolution & Appeals

A party aggrieved by a CAK decision may appeal to the Competition Tribunal within the statutory appeal period, with a further right of appeal to the High Court, whose decision is final.

What to Expect — Our Process

• Initial consultation — you share the transaction structure and objectives.
• Threshold assessment — we determine whether CAK, COMESA, or sector-specific notification applies.
• Due diligence — we review the target’s legal, financial, and operational position.
• Documentation & negotiation — we draft and negotiate the transaction agreements.
• Regulatory clearance — we manage the notification and approval process.
• Completion & integration — we support closing and, where needed, post-merger integration.