CAMEROON LAW AND PRACTICE Contributed by: Serges Martin Zangue, Brandon Ntahdui, Joel Noussie, Julienne Happi, Mathias Choudjem, Maeva Pokem, Winy Felifack and Synthia Pamela Dounking Amfouo, Zangue & Partners
General Overview of the Requirements, Process and Timeline for Notification, Review and Clearance At the national level, the merger or acquisition must be declared to the National Competition Commission at least three months before the envisaged operation is carried out – that is, prior to making the investment. At the sub-regional level, the merger is notified at the project stage or when the parties are irrevocably com - mitted to it, in particular after the conclusion of the constitutive deeds, the publication of the purchase or exchange offer, or the acquisition of a controlling inter - est, but can only be implemented after the decision of the Community Competition Council. General Overview of the Considerations and Analysis Involved in Determining Whether FDI Not Meeting the Requirements to Trigger a Merger Control Notification is Still Potentially Subject to a Substantive Competition Review In practice, even if a FDI does not meet the relevant requirements to trigger a merger control notification, such investment can nonetheless still potentially be subject to a substantive competition review in the fol - lowing cases: • following the denunciation of the transaction by third parties, who consider that it affects or is likely to significantly reduce competition in the market; or • upon ex officio referral by the relevant authorities as part of their mission to investigate, monitor, prosecute and sanction anti-competitive practices. In each case, the competent authorities will carry out inspections and investigations to assess whether the transaction is anti-competitive. The following factors are taken into account to assess whether a merger or acquisition is anti-competitive: • barriers to the entry of new competitors into the market, in particular tariff and non-tariff barriers to import entry; • the degree of competition between autonomous decision-making centres in the market; and
• the potential disappearance from the market of a company involved in the merger, acquisition or transfer of assets. If at the end of the investigations an anti-competitive effect is established, the competent authorities take a set of measures with which the parties must comply to restore free competition in the market. The competent authorities may, in particular, order the dissolution of the merger or acquisition operation, or require the parties concerned to divest themselves of a certain number of assets or shares so as to elimi - nate the harmful effect on competition. They may also, where it is established that a proposed merger or acquisition will appreciably reduce competition, order the parties involved not to proceed with the operation, or to divest part of their assets or shares in such a way as to respect the level of competition established in the market. 6.2 Criteria for Antitrust/Competition Review The merger control regime in Cameroon involves a competitive assessment of the investment. This is jus - tified by the general mission of the competent authori - ties to ensure fair competition in the market. The following factors are taken into account by the relevant authorities to assess whether an investment is anti-competitive: • barriers to the entry of new competitors into the market, in particular tariff and non-tariff barriers to import entry; • the degree of competition between autonomous decision-making centres in the market; and • the potential disappearance from the market of a company involved in the merger, acquisition or transfer of assets. The competent authorities also examine whether the investment transaction is likely to significantly harm competition by creating or strengthening a dominant position. They assess whether the transaction will make a sufficient contribution to economic progress to offset any harm to competition. They particularly take into account:
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