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MOZAMBIQUE AND NIGERIA: RECENT AMENDMENTS TO MERGER FILING FEES

By Judd Lurie,Nazeera Mia Wednesday, August 18, 2021
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Effective as of this month, new merger notification filing fees will apply to mergers that meet the merger notification thresholds to the Competition Regulatory Authority (CRA) in Mozambique, and the Federal Competition and Consumer Protection Commission (FCCPC) in Nigeria.

Mozambique 

The CRA commenced operations earlier this year. There was, however, concern regarding the merger notification fee which was set at 5% of combined local turnover of the merging parties in Mozambique. Moreover, no fee cap was applicable.  

Following lobbying from stakeholders, Mozambique’s Ministries of Industry and Trade and of Economy and Finance acknowledged the need for amendments and, in terms of Ministerial Decree 77/2021 dated 16 August 2021, the filing fees in Mozambique have now been lowered. 

Filing fees are now set at 0.11% of the combined turnover of the merging parties in the previous year of trade, capped at MZN 2 250 000 (c. ZAR 520 000 / USD 35 000 / EUR 30 000, calculated at prevailing exchange rates).    

Nigeria

Following the gazetting of the Merger Review (Amended) Regulations, 2021 (Amended Regulations), and effective as of 2 August 2021, merger filing fees in Nigeria have also been adjusted.

There has also been an extensive lobbying process in Nigeria, including by various international bodies. Unlike in Mozambique, where there has been a lowering of the fee, the adjustments in Nigeria lower the filing fee in some respects, but also increase the fee payable in other respects. The revised filing fees are as follows:

S/N

Threshold

Fees (consideration of transaction)

Fees (last combined annual turnover)

1

First NGN 500 million

0.45%

0.45%

2

Next NGN 500 million

0.40%

0.40%

3

Any sum thereafter

0.35%

0.35%

 

In terms of the Amended Regulations, the filing fee is still calculated on an incremental basis, as it was previously, on either the consideration (deal value) or combined annual turnover of merger parties, whichever is the higher. Note that the percentages apply on an incremental or cumulative basis. The following changes have been made: 

  • at level 1, the percentage fee payable has been increased from 0.3% to 0.45%;
  • at level 2, the percentage fee payable has been increased from 0.225% to 0.40%;
  • at level 3, the percentage fee payable has been reduced from 0.75% to 0.35%;
  • in foreign-to-foreign mergers with a local component (i.e. foreign firms with a local subsidiary or having derived Nigerian turnover), the filing fee is to be calculated based on turnover or the value attributable to the business or local component(s) in Nigeria which are the subject of the merger (again, whichever is the higher); and
  • for transactions involving private investment entities (private equity firms), the filing fee is to be calculated based on the combined turnover of the target, and the relevant fund, subject to fulfilling applicable conditions set out by the Commission, which are not yet known.