Mergers Week Day 3: Information Required in a Merger Notice

Merger notice forms (Form K) can be obtained at the Competition and Consumer Authority offices or online at www.competitionauthority.co.bw

All documents required as stipulated on each form include:

1.     A complete list of shareholders and their respective shareholding, including minority shareholders, for the primary acquiring firm and Target firm and of any firm that directly or indirectly controls the primary acquiring firm.

2.     Description of the merger, including: the parties to the transaction; the assets shares, or other interests being required; whether the assets, shares, or other interests are being purchased, leased, combined, amalgamation, joint ventures or otherwise transferred; the consideration, the contemplated timing for any major events required to bring about the completion of the transaction, and the intended structure of ownership and control after the completion of the merger.

3.     The estimated market shares of the merging parties and other competitors.

4.     Information concerning barriers to entry, such as regulatory requirements, capital requirements and sunk costs, the time it will take for potential entrants to enter the market, the names and contact details of entrants to the market during the past three years.

5.     Information concerning import competition, such as existing import duties.

6.     Information regarding countervailing power, that is, the ability of customers to negotiate buying terms.

7.     A list of each product that you or another acquiring enterprise (or target enterprise, if applicable), sell, and each service you or that other enterprise provide in, into or from Botswana.

8.     State the geographic area (s) in Botswana in which you sell or provide service.

9.     A list of the five producers (competitors) or providers in each identified geographic area with the largest estimated turnover in value, and their estimated share of the total turnover during the last full 12 months.

10.  Provide contact details for your five customers in each of identified geographic area with the largest aggregate purchases in value during the last full 12 months.

11.  Strategic documents of the merging parties in relation to the affected markets including, but not limited to, the following: business plans, marketing documents, high-level strategic presentations and board minute might also be included in the merger file as they may help in the assessment of a merger case.

12.  Audited financial statements or signed management accounts. For a merger involving acquisition of assets, a valuation report is needed.

The forms have to be hand delivered to the CCA’s offices or electronically sent and should be accompanied by the merger filing fee