NAMIBIA Law and Practice Contributed by: James Smith and Daneale Beukes, Engling, Stritter & Partners
not require notification or approval. If either of these amounts exceeds NAD15 million, Step 2 must be con - sidered. Step 2: If the combined total of (i) the value of assets in Namibia or (ii) the turnover in, into or from Namibia (whichever is the higher; see Note 2 below) of each party to the transaction is less than or equal to NAD30 million (approximately USD1.66 million), the transac - tion does not require notification or approval. The NaCC has the authority to demand notification of a transaction that falls below the mandatory notifica - tion thresholds if it “considers it necessary to address the merger in accordance with the [Competition] Act”. This provision is broadly framed, granting the NaCC significant discretion to request notification. For example, the NaCC has exercised this power to make its approval conditional on the notification of all future transactions, including those that do not meet the thresholds. Note 1: Approximate US dollar figures are provided for convenience based on the average of the Bank of Namibia’s monthly average bilateral NAD:USD rate for 2025 to date (2025: USD1 = NAD18.01). Threshold and exemption figures are always rounded down to the nearest dollar; other figures follow standard round - ing rules. Note 2: For Step 2, the calculation is based on the combined total of the higher of each party’s assets and turnover. If, for example, Party A’s asset value is higher than its turnover and Party B’s turnover is higher than its asset value, these two higher figures are combined (as opposed to taking the parties’ com - bined assets or combined turnover, whichever is the higher). The above thresholds are applicable to all sectors. 2.6 Calculations of Jurisdictional Thresholds The Thresholds Determination provides that Namibian GAAP or IFRS accounting principles shall be used in calculating turnover and assets. The turnover in, into or from Namibia, as well as the assets in Namibia, of each party to the transaction
should account for all undertakings directly or indi - rectly controlled by that party, as well as all under - takings controlled by the ultimate direct or indirect controlling parent of that party. There is no distinct rule for attributing the turnover and assets of partially owned companies, but pro-rating based on ownership share is generally acceptable, depending on the circumstances. A seller that will not retain control over the target after the transaction is not considered in the threshold anal - ysis. However, a seller or existing shareholder that will share joint control of the target post-transaction must be included as an acquiring party for the threshold analysis. While the regulatory framework does not provide a specific exchange rate method, it is standard practice to convert foreign-denominated turnover or assets to Namibian dollars using the prevailing central bank or GAAP/IFRS-approved exchange rates as close as possible to the date of submission of the merger filing. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds In terms of the Thresholds Determination, an “acquir - ing undertaking” is defined as the total of all under - takings that are acquiring undertakings in respect of a merger, which includes: • (a) any undertaking that, as a result of a transac - tion, would acquire or establish direct or indirect control over the whole or part of the business of another undertaking; • (b) any other undertaking that has direct or indirect control over the whole or part of the business of an undertaking referred to in paragraph (a); and • (c) any other undertaking that is controlled by, or direct or indirect control over the whole or part of its business is held by, an undertaking referred to in paragraph (a) or (b). A “transferred undertaking”, being the object of an acquisition, means the total of all the undertakings that are transferred undertakings in respect of a merg - er which include any undertaking, or the business or
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