Namibia’s Merger Thresholds
As a Screening Mechanism
Merger notification thresholds are one of the quietest but most important parts of competition law. They determine which transactions must be brought before the regulator and which may proceed without prior approval. Properly designed, thresholds are a filtering device: they should capture mergers that may alter market structure or raise public-interest concerns, while excluding routine transactions that are unlikely to matter competitively. When thresholds are set too low, the result is over-notification, administrative congestion, and unnecessary compliance costs. When they are too high, potentially harmful mergers may escape review. The legal question is therefore not whether thresholds are necessary, but whether they remain properly calibrated.
Namibia’s current merger thresholds have now been in place since December 2015. In competition-law terms, that is a long period. Markets have changed, businesses have grown, transaction values have shifted, and the enforcement environment has matured. A threshold regime that has remained fixed for more than a decade should not be treated as self-justifying. It should be assessed against experience, data, and comparative practice.
A Need for Change?
The current Namibian thresholds were set by government notice in 2015 at N$30 million for the combined threshold and N$15 million for the target undertaking. Those figures replaced an earlier 2012 regime and have not been revised since. That means the present framework has survived through a period of inflation, economic adjustment, and significant changes in how competition authorities in the region think about merger control.
That matters because thresholds are not merely technical figures. They reflect a policy choice about the level of state intervention appropriate for a given economy at a given moment. As an economy develops, the real value of a threshold falls unless it is updated. What was once a modest filter can gradually become an intrusive gatekeeper. The point is not that Namibia’s thresholds are obviously wrong. It is that they should no longer be assumed to be right simply because they have endured.
The NACC Record and Over-Inclusiveness
The strongest reason to revisit the thresholds lies in the enforcement record itself. The Namibian Competition Commission’s annual reports show that a very high share of notified mergers are approved without conditions. In 2014/15, 88 of 91 mergers were approved unconditionally. In 2015/16, 86 of 89 mergers were approved without conditions. In 2018/19, 35 mergers were approved without conditions, with six conditional approvals and none prohibited. In 2019/20, the Commission again recorded 48 merger notifications, most of them non-complex.
This pattern is significant. It does not prove that the thresholds are too low, but it strongly suggests that many of the transactions entering the system are not raising substantive concerns. If a large proportion of notified mergers are ultimately cleared without conditions, the law should ask whether the screening line is being drawn too tightly. That is especially true where the authority’s own resources are limited. A merger regime should not be measured by the volume of notifications it generates. It should be measured by whether it directs attention to the right transactions.
The Burden on Small Firms
The impact of low thresholds is felt most sharply by small and medium-sized firms. For a large corporate group, merger notification is often a manageable compliance step. For a small firm, it can be a materially different experience. Notification requires legal advice, document preparation, coordination with business partners, and time. Even where a transaction is plainly benign, the parties still bear the cost of compliance. For smaller firms, those costs can be proportionately heavy. They may delay transactions, increase professional fees, or make otherwise sensible commercial arrangements more cumbersome than they should be.
That matters because small firms are central to growth, employment, and market entry. A merger regime that is too aggressive in capturing low-risk transactions may unintentionally impose friction on the very firms that need flexibility most. Competition law should not become a tax on ordinary business expansion. This does not mean that small firms should be exempt from merger control. Smaller transactions can still raise competition issues, especially in concentrated local markets. It does mean that the regime should be proportionate. Where the data show that most notified transactions are approved unconditionally, it is sensible to ask whether compliance burdens are being imposed too widely.
Case Study: South African Context
The South African experience is a useful comparator. The South African Competition Commission’s May 2026 media statement records that the merger thresholds were last updated in 2017 and revised again in 2026. The Commission explained that the amendments were designed to reduce red tape, keep mandatory notification focused on the transactions most likely to raise competition or public-interest concerns, and allow more specialist resources to be directed toward complex matters. The lower combined threshold moved from R600 million to R1 billion, and the lower target threshold moved from R100 million to R200 million.
The important point is not that Namibia should simply adopt South Africa’s figures. The two economies are different in scale and structure. The point is institutional: South Africa has treated threshold revision as a normal part of competition-law maintenance. It has adjusted thresholds repeatedly over roughly three decades as its regulatory experience has developed. That approach contrasts with Namibia’s long period of stability. South Africa’s example demonstrates that merger thresholds are not sacred numbers. They are policy instruments that should be reviewed when the evidence supports it. That is a relevant lesson for Namibia.
What a Review Should Ask
A meaningful review of Namibia’s thresholds should not begin with the assumption that the numbers must be raised. It should begin with a more basic inquiry: are the current thresholds still screening the right set of mergers?
That review should consider at least four issues.
First, how many mergers have been notified in recent years, and how many have been approved without conditions?
Second, what kinds of transactions are being captured by the present thresholds, and are those transactions actually likely to raise competition concerns?
Third, what is the compliance burden on small firms, both in monetary terms and in delay?
Fourth, how do Namibia’s thresholds compare with regional practice and with the growth of the Namibian economy since 2015?
These are not rhetorical questions. They go to the design of the legal regime.
Reconsideration Does Not Mean Deregulation
There is a tendency in threshold debates to present the issue as a choice between over-regulation and under-regulation. That is too simplistic. Reconsideration does not mean abandoning merger control. It means refining it.
A threshold review might conclude that the current figures should be raised. It might conclude that thresholds should be indexed to inflation or GDP growth. It might support a filing-fee regime or a more differentiated notification system. It might even confirm that the current thresholds remain appropriate. But a conclusion should follow analysis, not replace it. The key is proportionality. If most transactions are approved without conditions, and if small firms are bearing costs that are not matched by regulatory benefit, then a fresh review is not merely desirable. It is prudent.
Conclusion
Namibia’s merger thresholds have now been in force for well over ten years. That is long enough for experience to accumulate and for the question of recalibration to be asked seriously. The NACC annual reports indicate that most notified mergers are approved without conditions. That pattern suggests that the system may be catching too many routine transactions. Small firms bear the compliance burden most sharply, while the Commission’s resources are tied up in reviewing matters that often present limited concern.
South Africa’s recent and repeated threshold revisions show that such review is not unusual. It is a normal feature of a well-functioning competition regime. Namibia should therefore consider whether its own thresholds remain fit for purpose. The case for reconsideration is not that the current regime has failed. It is that the regime has aged, the evidence has accumulated, and the law should now ask whether the balance still lies in the right place.