Tanzania Merger Control: Unnotified M&A Deals Hit 38 (2025/2026)

Introduction Tanzania’s deal market is booming, but a growing number of mergers are closing without the regulatory sign-off the law requires, and the numbers tell a striking story. As of April 2026, unnotified mergers accounted for 38 of the 43 competition-related cases handled by the Fair Competition Commission (FCC), a stark illustration of how compliance is failing to keep pace with deal volume. This is according to the Budget Speech delivered by the Minister of Industry and Trade to the National Assembly for the fiscal year 2026/2027, presented on 22 May 2026 and covering data up to April 2026. In this article, I focus on this growing number of unnotified mergers and acquisitions (M&As) and what it means for deals relating to Tanzania.

M&As are complex transactions that can significantly impact businesses and markets. In Tanzania, the Fair Competition Act, 2003 (FCA) and the Competition Rules, 2018 regulate these transactions to ensure fair competition and protect consumer interests. Failing to comply with these regulations can lead to severe penalties, including hefty fines and personal liability for directors and officers.

In Tanzania, there are two-pronged tests to determine whether an M&A transaction requires approval. These are: (a) change of control; and (b) the financial threshold (i.e., a merger is notifiable to the FCC if the merging parties’ combined annual turnover or asset value, whichever is higher, during the previous financial year is equal to or greater than TZS 3.5 billion (approx. USD 1.6 million)).

The Competition Rules provide that the parties to a merger may not implement a notifiable merger until it has been approved. Along with the merger notification application/form to be submitted to the FCC, the parties are required to provide an undertaking to the FCC indicating that the parties will not implement the proposed transaction until approval from the FCC is obtained. It is therefore essential to engage a legal advisor to assess these tests before formally advising on whether the transaction in question requires competition clearance.

Market Trend: Uncleared Mergers According to the Budget Speech for the Ministry of Industry and Trade, presented to the National Assembly for the fiscal year 2026/2027, as of April 2026, the FCC had handled a total of 43 competition-related cases. Of these, 38 concerned mergers that were implemented without prior FCC approval, while 5 concerned abuse of market power. Among the 38 unnotified merger cases, final decisions had been issued in 4, preliminary decisions had been issued in 18, and 16 remained under investigation. This trend indicates that failure to notify the FCC of notifiable mergers continues to be a critical compliance issue. The FCC is actively investigating such transactions and taking corrective measures to ensure parties adhere to the legal framework.

In addition, as of April 2026, the FCC had handled a total of 62 merger applications, of which 37 were approved unconditionally and 4 were approved subject to specific conditions. The applications originated from the following sectors:

S/N Sector Number of mergers 1 Agriculture 6 2 Manufacturing 13 3 Insurance 8 4 Health 4 5 Land and Housing 2 6 Sports 4 7 Mining 5 8 Construction 1 9 Tourism 3 10 Communications 4 11 Banking 2 12 Transport 6 13 Energy 4

In addition, the remaining 21 applications are still in various stages of review and are expected to be decided in the fourth quarter of the 2025/2026 financial year. These developments demonstrate the FCC’s sharpened focus on enforcement and its commitment to promoting transparency, fairness, and competition in Tanzania’s economy. Businesses are strongly encouraged to conduct proper merger clearance assessments and engage the FCC proactively to avoid regulatory risk. As a note, according to the budget speech for the financial year 2025/2026, the FCC had handled 16 cases of uncleared mergers as of that reporting period. Conversely, based on the 2026/2027 budget speech, as of April 2026 the FCC had handled 38 cases involving mergers implemented without prior approval. This represents a substantial increase in such cases compared to the previous year, reinforcing the trend of rising non-compliance with merger notification requirements. Penalties for Implementing an M&A Deal Without Competition Clearance

In terms of section 60(1) of the FCA, read together with the Finance Act, 2020, parties that implement a merger without obtaining approval from the FCC risk attracting an administrative penalty of between 5% and 10% of their combined annual turnover derived from sources in mainland Tanzania. Under Section 60(2) of the FCA, if the FCC can reasonably quantify the damage (e.g. financial harm or loss of income) suffered by a person due to an offence, such as gun-jumping, the convicted party may be required to pay twice that amount to the affected person, in addition to other penalties.

Furthermore, where the FCC is satisfied that a person has acquired shares or other assets, and that the acquisition created or strengthened a dominant position in contravention of the FCA, it may make a compliance order at any time after the acquisition, requiring the acquirer to dispose of some or all of the shares or assets; declaring the acquisition void and requiring the acquirer to transfer some or all of the shares or assets back to the vendor; and requiring the vendor to refund to the acquirer all amounts received in respect of the acquisition.

Please note that the Fair Competition (Amendment) Act, enacted on 11 October 2024, deleted the provision that limited the FCC from making certain orders, such as declaring a transaction void or requiring the acquirer to transfer some or all of the shares or assets back to the original owner, within a three-year period. In light of this amendment, there is now no time limit within which the FCC can unwind a transaction.

Conclusion Before initiating, transferring, or executing any M&A transaction, it is essential to consult experienced legal advisors or seek an advisory opinion from the FCC to determine whether the proposed transaction requires competition clearance. Early engagement helps identify and address potential competition law concerns, avoid delays, and ensure full compliance with applicable legal and regulatory requirements.