How Do I Announce a Merger? Pre‑merger Notification, CAK Filing Steps & Timelines (kenya 2026)

If you are asking how do I announce a merger in Kenya, the answer in 2026 begins not with a press release but with a mandatory filing at the Competition Authority of Kenya (CAK). Kenya’s shift to a fully suspensory pre‑merger notification regime means that no notifiable transaction may close, or be publicly implemented, until the CAK has issued clearance. This guide walks deal teams, in‑house counsel and foreign advisers through every stage of the process: testing notifiability, completing the CAK merger notification form, assembling evidence, navigating statutory timelines and, only then, communicating the deal to employees, clients and the market.

For background on the legislative changes that created this new framework, see our explainer on Kenya merger control changes 2026.

Quick Answer: How Do I Announce a Merger in Kenya?

Before drafting a single press statement, merging parties in Kenya must satisfy the regulatory announcement requirements imposed by the Competition Act. Here is the compliance summary at a glance:

• Test notifiability first. Determine whether your transaction meets the merger notification thresholds set by the CAK. If it does, you must file before closing.
• File the CAK merger notification form. Submit the prescribed form, supporting documents and the applicable filing fee to the CAK. The suspensory effect begins on the date the CAK accepts the filing as complete, meaning the deal cannot close, and parties must not integrate operations, until clearance is granted.
• Wait for clearance. The CAK has statutory timelines within which it must approve, approve with conditions, or decline the merger. Jumping the gun carries severe penalties.
• Then, and only then, announce publicly. Once you hold CAK clearance (and have satisfied any conditions), you may issue press releases, notify employees and inform clients. Even at this stage, the content of your communications must be consistent with the terms of the clearance decision.

The sections below unpack each of these steps in detail, with checklists and worked examples.

Legal Framework and the 2026 Kenya Merger Control Changes

Kenya’s merger control regime is anchored in the Competition Act, 2010 (Cap. 504, Laws of Kenya), administered and enforced by the CAK. The Act defines what constitutes a merger, empowers the CAK to review transactions, and sets out the consequences of non‑compliance. Part IV of the Competition Act is the primary statutory basis for merger control, establishing the notification obligation, the CAK’s investigative and decision‑making powers, and the penalties regime.

Before 2026, Kenya operated a largely voluntary‑but‑encouraged pre‑merger notification system for many transaction categories, with the CAK retaining the right to unwind completed mergers that had not been notified. The Kenya merger control changes 2026 replaced that model with a fully suspensory regime, bringing Kenya into line with international best practice as recommended by the OECD in its merger control guidelines. Under the suspensory model, parties to a notifiable merger are legally prohibited from implementing any aspect of the transaction, transferring shares, assuming operational control, or integrating businesses, until the CAK issues its decision.

The table below summarises the key legislative milestones:

Understanding this timeline is essential because transactions signed before the 2026 reform but not yet closed may still be caught by the new suspensory rules. Industry observers expect the CAK to enforce the regime strictly in its early years to establish deterrence.

Is My Deal Notifiable? Notifiable Mergers and Merger Notification Thresholds in Kenya

Not every corporate transaction requires a Competition Authority of Kenya filing. The Competition Act and associated CAK guidelines define notifiable mergers in Kenya by reference to two primary tests: the combined turnover of the merging parties, and their combined or individual market share in the relevant Kenyan market. If either test is met, the transaction is notifiable and must be filed with the CAK before implementation.

The turnover test

Under the CAK’s published thresholds, a merger is notifiable where the combined turnover or assets of the merging parties in Kenya exceeds the prescribed monetary threshold. The CAK periodically revises this figure by gazette notice, so deal teams should confirm the current threshold at the time of signing. Transactions that fall below the threshold are classified as excluded mergers and do not require notification, although the CAK retains a residual power to call in transactions that raise competition concerns regardless of size.

The market share test

Even where turnover falls below the monetary threshold, a merger may be notifiable if the combined entity would hold a significant share of the relevant market. The CAK evaluates market share using both value and volume metrics, and teams should prepare data on both bases.

Quick notifiability checklist

• Calculate combined Kenyan turnover. Include the most recent audited financial year for both acquirer and target (or all JV founding parties).
• Identify the relevant product and geographic markets. Use the CAK’s market definition guidance.
• Estimate combined market share. If it exceeds the CAK’s published threshold, the deal is notifiable regardless of turnover.
• Check for exclusions. Certain intra‑group reorganisations and acquisitions by specified financial institutions acting in a custodial capacity may be excluded.
• When in doubt, file. The consequences of failing to notify are far more severe than the cost of a precautionary filing.

Reporting obligations and timing by entity type

When to File: Timing and the Suspensory Effect Under Pre‑Merger Notification Kenya Rules

Timing is the single most consequential compliance variable under the 2026 suspensory regime. The merger notification must be filed with the CAK after the parties have reached a definitive agreement (or, in the case of a public offer, after the announcement of the intention to make an offer) but before any aspect of the transaction is implemented.

Day‑zero and the suspensory clock

The formal review clock starts on the date the CAK confirms that the filing is complete, not the date the form is first submitted. If the CAK identifies deficiencies (missing documents, incomplete market data), it will issue a deficiency notice and the clock will not begin until those gaps are remedied. This makes pre‑filing preparation critical.

Statutory review periods

The Competition Act provides for phased review periods. A straightforward (Phase I) review typically has a statutory window measured in calendar days from the date of completeness, after which the CAK must issue a decision or escalate to a more detailed (Phase II) investigation. Phase II investigations carry longer timelines and may involve third‑party market testing, site visits and econometric analysis. The likely practical effect of the 2026 reform is that deal teams should build a regulatory clearance buffer of at least 60–90 days into their transaction timetables.

Emergency and interim-measure carve‑outs

In limited circumstances, such as where a target business is at risk of insolvency, the CAK may grant an interim authorisation allowing certain preservative steps to be taken before full clearance is issued. These carve‑outs are granted sparingly, and parties should not assume they will be available. Any application for interim authorisation must be made in writing, supported by evidence of the urgency and the irreparable harm that would result from delay.

Who Must File and Who Signs the CAK Notification

The obligation to file the pre‑merger notification Kenya requires rests with the acquiring party in the case of a share or asset acquisition, or with all founding parties in the case of a joint venture. However, both the acquirer and the target must cooperate in providing the information needed to complete the merger notification form, particularly market data relating to the target’s operations.

The notification must be signed by a duly authorised representative of each notifying party. In practice, this is typically a director or company secretary, or an external legal adviser holding a power of attorney. The CAK requires that the signatory certify the accuracy and completeness of the information provided. False or misleading statements in the notification constitute a separate offence under the Competition Act.

Where a foreign acquirer has no registered presence in Kenya, the CAK will accept a filing by the target or by a Kenyan legal representative acting under a valid power of attorney. Early engagement with Kenyan M&A legal counsel is strongly recommended to ensure that authorisation documents are in order before the filing date.

CAK Merger Notification Form: A Field‑by‑Field Walkthrough

The merger notification form prescribed by the CAK is the centrepiece of every filing. It is divided into several parts, each targeting a distinct category of information that the CAK needs to assess the competitive impact of the proposed transaction. Below is a practical walkthrough of the main sections.

Part A, Identification of the parties

This section requires the full legal names, registration numbers, registered addresses and principal business activities of both the acquirer and the target (or all JV parties). Include details of any ultimate parent company and the complete ownership chain. Where the acquirer is a special‑purpose vehicle (SPV), disclose the beneficial owner and the fund or entity that controls the SPV.

Part B, Description of the transaction

Describe the nature and structure of the transaction: share purchase, asset acquisition, merger by amalgamation, or formation of a joint venture. Attach the executed transaction documents (or the most advanced draft if execution has not yet occurred). State the agreed consideration and the source of funding. If the transaction is part of a wider series of related transactions, disclose all steps.

Part C, Market information

This is invariably the most labour‑intensive section. The CAK requires parties to define the relevant product market(s) and geographic market(s) in which both the acquirer and the target operate. For each market, provide:

• Estimated market shares (by value and volume) for the merging parties and their top competitors.
• Names of the five largest customers and five largest suppliers of each merging party in each relevant market.
• Details of any vertical relationships between the merging parties (e.g., where one supplies the other).
• Import competition data, including tariff rates and the identity of foreign competitors.

Part D, Supporting documents

Part D is a checklist of attachments. The required documents are detailed in the next section of this guide. Failure to include all required attachments is the most common cause of deficiency notices and delays.

Worked example

Consider a hypothetical transaction: Simba Holdings Limited (a Kenyan FMCG conglomerate) proposes to acquire 100% of the shares in Tamu Beverages Limited (a Kenyan juice manufacturer). In Part A, Simba would disclose its full corporate structure up to its ultimate parent. In Part B, it would describe the share purchase agreement, the KES consideration, and the private‑equity fund providing the financing. In Part C, it would define the relevant markets as “packaged fruit juices” and “flavoured water” in Kenya, provide estimated market shares for both companies and their competitors, and list their key customers (e. g. , major supermarket chains) and suppliers (e. g. , fruit concentrate importers).

In Part D, it would attach the SPA, audited financial statements, board resolutions and the power of attorney for its external legal counsel.

Documents and Evidence Checklist for a Competition Authority of Kenya Filing

A complete filing is a fast filing. The table below sets out the core documents the CAK typically requires, the reason for each, and practical tips on preparation.

Filing Procedure: Step‑by‑Step CAK Merger Filing Steps and Fees

The following numbered steps describe the typical sequence for a Competition Authority of Kenya filing from first contact to decision.

1. Pre‑filing consultation (optional but recommended). Engage informally with the CAK’s Mergers and Acquisitions Division to discuss the transaction structure, identify potential concerns early, and confirm the current filing fee and threshold. This step is not mandatory but can materially reduce the risk of deficiency notices.
2. Prepare and compile the filing. Complete every section of the merger notification form and assemble all supporting documents per the checklist above. Ensure all confidentiality claims are clearly marked.
3. Submit the notification. File the completed form, supporting documents and proof of fee payment with the CAK. Submissions may be made in hard copy at the CAK offices in Nairobi or electronically where the CAK’s systems permit. Retain a stamped or acknowledged copy as proof of submission date.
4. Pay the filing fee. The CAK charges a filing fee that is calibrated to the value or category of the transaction. Fee schedules are published by the CAK and updated periodically. Payment must accompany the filing; an unpaid filing will not be accepted as complete.
5. Completeness screening. The CAK reviews the filing for completeness. If deficiencies are identified, the CAK issues a written deficiency notice specifying the missing or insufficient items. The statutory review clock does not start until the deficiency is cured.
6. Substantive review and decision. Once the filing is accepted as complete, the CAK conducts its Phase I assessment. It may clear the merger unconditionally, clear it subject to conditions (such as divestiture commitments or behavioural remedies), or escalate to a Phase II investigation. The decision is communicated in writing.

Industry observers expect the typical Phase I timeline, from completeness to decision, to run approximately 60 calendar days for straightforward transactions. Phase II reviews, triggered by complex competitive overlaps, can extend considerably longer. Deal teams should factor these timelines into their long‑stop dates and financing arrangements.

Practical Drafting Tips and Common Pitfalls

Experienced practitioners who regularly navigate CAK merger filing steps identify several recurring pitfalls that delay or complicate the notification process:

• Incomplete market data. The most common deficiency. Invest time in sourcing credible, third‑party market share estimates before filing. Where independent data is unavailable, provide a clear methodology for any internal estimates and note the limitations.
• Poorly structured confidentiality claims. The CAK permits redaction of commercially sensitive information from the public version of the filing, but blanket confidentiality claims are routinely rejected. For each redacted passage, provide a specific justification explaining why disclosure would cause competitive harm.
• Gun‑jumping language in internal documents. Board memos and investment committee presentations sometimes describe the anticipated benefits of integration in language that presumes the merger is a fait accompli. Review all attachable internal documents for gun‑jumping risk before submission.
• Late engagement with the target. The acquirer cannot complete the merger notification form without substantial input from the target. Build CAK cooperation obligations into the transaction documents, ideally in a specific merger control covenant in the SPA. This is closely related to the role of disclosure letters in M&A deals, which should be coordinated with the CAK filing.
• Underestimating vertical overlaps. Where the acquirer is a customer or supplier of the target, the CAK will scrutinise the vertical relationship closely. Prepare data on alternative suppliers and switching costs in advance.

Communicating the Deal: How Do I Announce a Merger to Regulators, the Public and Employees?

Once CAK clearance has been obtained, the transaction can be implemented and communicated. However, the manner and sequence of announcement must be carefully managed to comply with legal obligations and protect commercial interests.

External press release

A public merger announcement should state the names of the merging parties, the nature of the transaction, and the fact that all required regulatory approvals have been obtained. Avoid forward‑looking statements about pricing, market share dominance or competitor elimination, such language could trigger post‑merger scrutiny or consumer protection issues. Keep the tone factual and neutral.

Employee announcement

Kenyan employment law requires that employees be notified of any change in the identity of their employer. Announcements should be made promptly after closing, addressing:

• The identity of the new owner or merged entity
• Whether employment terms will change (or, if not yet determined, when employees will be informed)
• Points of contact for employee questions
• Any commitments made to the CAK regarding employment preservation (which may form part of the clearance conditions)

Early indications suggest that the CAK is increasingly attaching employment‑related conditions to clearance decisions, so the employee announcement must be reviewed against the specific terms of the CAK’s approval.

Clients and suppliers notice

Notify key clients and suppliers in writing, confirming continuity of contractual obligations. Where the transaction triggers assignment or change‑of‑control clauses in existing commercial contracts, obtain the requisite consents before or concurrently with the announcement. Firms that advise on shareholders’ agreement provisions will recognise that change‑of‑control triggers in joint venture and shareholder arrangements also require early attention.

Consequences for Failure to Notify and Available Remedies

The penalties for completing a notifiable merger without CAK clearance are severe and have real commercial bite:

• Financial penalties. The Competition Act empowers the CAK to impose substantial fines on parties that fail to notify or that implement a merger before clearance (gun‑jumping). Fines may be calculated as a percentage of annual turnover.
• Unwinding orders. The CAK may order the reversal of a completed transaction, requiring the separation of merged businesses, divestiture of acquired shares, and restoration of the pre‑merger competitive position. Unwinding is disruptive, expensive and often commercially impractical.
• Interim orders. The CAK may issue interim measures freezing integration activities while it investigates, even where the merger has already been partially implemented.
• Reputational and deal‑certainty risk. A CAK enforcement action creates uncertainty for lenders, investors and counterparties. Future transactions involving the same parties are likely to attract heightened scrutiny.

The most effective mitigation strategy is a well‑drafted merger control condition precedent in the transaction documents, coupled with an escrow mechanism that prevents funds from being released until CAK clearance is obtained. Kenyan practitioners also note the value of understanding local title and asset registration processes to ensure that no inadvertent implementation occurs through premature registration of share or property transfers.

Next Steps: Pre‑Closing Checklist and Post‑Clearance Actions

After receiving CAK clearance, the deal team should work through the following final steps before and after closing:

• Review clearance conditions. If the CAK imposed conditions (divestiture, behavioural commitments, employment preservation), map each condition to a responsible person and a deadline.
• Satisfy remaining conditions precedent. These may include sector‑specific regulatory approvals (e.g., Central Bank of Kenya for banking transactions, Communications Authority for telecoms).
• Execute closing. Transfer shares, pay consideration, update statutory registers.
• File post‑completion notices. Some CAK conditions require a post‑closing compliance report within a specified period.
• Update business registrations and licences. Ensure that the Registrar of Companies, Kenya Revenue Authority and any sector regulators are notified of the change in control.
• Commence integration in compliance with the clearance terms. Do not integrate operations that were ring‑fenced during the review process until the relevant conditions have been satisfied.

Further Reading and Resources

For deal teams planning a merger involving Kenyan operations, the following resources provide essential reference material:

• Competition Authority of Kenya, official merger notification form, guidance notes, fee schedule and contact details.
• Competition Act (Kenya), the full statutory text as published on Kenya Law.
• OECD Competition Division, comparative best‑practice guidance on merger control and suspensory notification regimes.
• Kenya merger control changes 2026, our detailed analysis of the legislative reform that introduced the suspensory regime.
• Why disclosure letters are crucial in M&A deals, practical guidance on coordinating disclosure obligations with regulatory filings.
• Deadlock provisions in shareholders’ agreements, relevant where mergers involve existing JV or shareholder structures.

Knowing how to announce a merger in Kenya in 2026 is ultimately a question of regulatory sequencing: file first, secure clearance, and only then communicate. The fully suspensory pre‑merger notification regime leaves no room for premature announcements or integration. A thorough, well‑documented CAK filing, prepared with input from experienced Kenyan M&A counsel, remains the single most effective way to protect deal certainty and avoid enforcement risk.

Sources

1. Competition Authority of Kenya (CAK), Official Site
2. Kenya Law, Competition Act (Cap. 504)
3. Global Law Experts, Kenya Merger Control Changes 2026
4. CAK Press Releases and Guidance
5. OECD Competition Division, Merger Control Best Practice
6. Investopedia, M&A Announcement Guidance