EAC and COMESA Open Parallel Reviews of the Vivo Energy, Mount Meru Merger

EAC COMESA regulators open parallel reviews of the proposed acquisition of Vivo Energy’s regional fuel-retail holdings by the Mount Meru Petroleum Group, creating one of the more unusual regulatory scenarios in East and Southern African competition practice. In this scenario, the East African Community (EAC) and the Common Market for Eastern and Southern Africa (COMESA) each independently invite stakeholders to make presentations on the proposed transaction, in which MMPG Limited acquires Vivo Energy’s regional holding vehicle, the holding company for Vivo Energy Rwanda and Vivo Energy Malawi, from the Vivo Energy group. For M&A, energy and competition counsel across the region, a dual review of this kind raises immediate questions about timing, coordination and the risk of divergent outcomes.

This analysis explains what such a situation involves, why two supranational regulators may be involved, and what parties and stakeholders in Malawi and beyond should do. Advisers should always verify the precise notices, dates and procedures with the relevant authorities, as the details of any live matter may differ.

Who this is for: M&A, energy and competition lawyers, corporate deal teams, fuel-sector operators, trade associations, investors and civil-society stakeholders in Malawi, Rwanda and the wider EAC and COMESA region.

What you will get: a clear explanation of how parallel EAC and COMESA reviews work, how they interact with national processes including Malawi, practical steps for making submissions, a risk checklist and strategy guidance on remedies.

Transaction background, the parties and the assets

At the centre of the matter is a change of control over a fuel-retail business operating across two regional markets. The seller is part of the Vivo Energy group, which operates branded retail fuel stations and associated downstream infrastructure across Africa. The buyer is MMPG Limited, part of the Mount Meru Petroleum Group, an established regional operator in fuel importation, distribution and retail.

The asset being transferred is the holding company that owns Vivo Energy Rwanda and Vivo Energy Malawi. These subsidiaries control retail station networks, supply arrangements, storage and distribution logistics in their respective countries. By acquiring the holding company rather than individual assets, MMPG gains the operating footprint of Vivo’s Rwandan and Malawian businesses in a single corporate step.

The commercial logic behind the Vivo Energy Mount Meru merger is straightforward. Mount Meru is seeking to expand its regional retail presence and consolidate its import and logistics capability across markets where it already operates. Combining an established branded retail network with Mount Meru’s existing supply and distribution infrastructure offers potential economies of scale in importation, storage and transport. For a vertically active fuel operator, controlling both the upstream supply chain and downstream retail outlets can lower costs and improve supply security.

It is precisely this combination of retail reach and logistics control, spanning more than one country within overlapping regional blocs, that can trigger scrutiny from two separate regional competition authorities. The MMPG Limited acquisition of Vivo Energy’s regional holdings is not a single-market transaction; it touches markets governed by both the EAC and COMESA competition frameworks, which is why a review may take the form it has.

Why two regional regulators may review the deal

The reason EAC COMESA regulators open parallel reviews of this kind of transaction lies in the overlapping membership and mandates of the two regional bodies. Both the East African Community and the Common Market for Eastern and Southern Africa operate regional competition regimes derived from their respective founding treaties, and both have competence over transactions that affect competition within their member states.

Rwanda is a member of the EAC, while Malawi is a member of COMESA. Because the transaction bundles businesses operating in markets covered by each bloc, the deal may fall within the competence of both regional competition frameworks at the same time. Where a transaction produces effects across the member states of a regional body, that body’s competition authority may assert jurisdiction and conduct a review. When the footprint of a single deal straddles two blocs, two reviews can run in parallel.

The EAC derives its competition competence from the EAC Treaty and associated competition rules, which empower the Community to address cross-border competition concerns within East African markets. COMESA derives its competence from the COMESA Treaty and the COMESA Competition Regulations, which establish a regional merger-control regime (administered by the COMESA Competition Commission) for transactions with a regional dimension across the common market. Each framework applies its own legal test, procedures and thresholds.

These regimes coexist rather than defer to one another. Neither bloc’s clearance automatically substitutes for the other’s. Parties must therefore satisfy each regulator independently. This is the defining feature of the situation: when EAC COMESA regulators open parallel reviews, the parties face two distinct assessments, two sets of deadlines and potentially two different sets of conditions before the deal can close cleanly across the region.

Takeaway: overlapping treaty-based mandates and cross-bloc operations mean the same transaction can be reviewed simultaneously by both the EAC and COMESA, each applying its own law.

Jurisdictional landscape, EAC vs COMESA vs national authorities

Understanding where each regulator’s authority begins and ends is essential for any adviser managing this transaction. The following comparison sets out the key structural differences between the two regional processes. It is a guide to the architecture of cross-border merger review East Africa practitioners must navigate, not a substitute for checking the specific notices and rules applicable in each case.

The central message of this table is that the two regimes are parallel, not hierarchical. Both may examine cross-border effects, both may invite submissions, and both may impose behavioural or structural remedies. For regional competition authorities EAC COMESA practice, coexistence is the default, and the interaction with national law should always be verified case by case.

How national authorities (Malawi) fit in

Advisers should not assume that a clearance from COMESA or the EAC settles all regulatory requirements at national level. Malawi’s competition framework, administered by the Competition and Fair Trading Commission (CFTC) under the Competition and Fair Trading Act, may be relevant where local markets are affected, and the transaction clearly affects the Malawian fuel-retail market through Vivo Energy Malawi. A prudent approach is to treat any Malawi competition law merger notification obligations as a distinct workstream rather than a formality absorbed by the regional process, and to confirm with the CFTC and the COMESA Competition Commission how their respective jurisdictions apply to the particular deal.

In practice this means confirming whether the transaction triggers national filing requirements in Malawi, assessing any applicable thresholds, and preparing a national submission that reflects local market conditions where required. National authorities focus on effects within their own borders and may raise concerns that a regional regulator, looking at the bloc-wide picture, does not prioritise. The safest working assumption is to verify national compliance independently rather than presume it is covered by supranational clearance.

Which forum takes precedence?

Because the EAC and COMESA regimes coexist, and national law may also be relevant, the parties should map which forums actually apply and satisfy each on its own terms. Within COMESA, the Competition Commission operates a regional “one-stop” merger regime, but parties should still confirm whether any national filing remains necessary for the specific markets affected. The most effective strategy is to map all applicable forums early, understand the test and timeline in each, and coordinate filings so that the submissions tell a consistent story while addressing each regulator’s distinct concerns.

What regulators typically say, key points from merger notices

Where both regional bodies open reviews, they ordinarily make the reviews public and formally open the door to stakeholder participation. Advisers should consult the exact text of each notice on the regulators’ official sites, as the dates, scope and deadlines are specific to each matter. Public statements of this kind typically share several common features.

• Public invitation to make submissions. The EAC and COMESA commonly invite stakeholders and the public to submit their views on a proposed transaction, consistent with the practice of inviting input during a merger review.
• Scope of the review. Reviews of this transaction concern a change of ownership and control over the Vivo Energy businesses, and each regulator is expected to assess whether the transaction may substantially lessen competition or raise public-interest concerns within its markets.
• Deadlines and contact points. Each notice sets out how and by when interested parties may make submissions. Where notices are published on different dates, the submission windows may not be aligned, and stakeholders must track each deadline separately.

The timing of notices is significant. When EAC COMESA regulators open parallel reviews on different dates, the practical consequence is two overlapping but distinct timetables. A submission prepared for one regulator may need adaptation for the other, and a party that focuses only on one process risks missing or under-resourcing the other window.

Takeaway: both authorities may invite public submissions on a change of control, each applies its own test, and the deadlines can differ by forum.

Practical steps for stakeholders and advisers (Malawi focus)

For stakeholders in Malawi and across the region, the opening of two reviews demands an organised, evidence-led response. Whether you act for the parties, a competitor, a downstream customer or an industry body, the following practical steps apply when EAC COMESA regulators open parallel reviews of a transaction affecting your market.

• Monitor both notices continuously. Track the EAC and COMESA notice pages and record the distinct submission deadlines for each. Treat the two processes as separate projects with their own calendars.
• Prepare tailored submissions. Draft submissions that address the specific markets and legal tests relevant to each regulator. A COMESA submission should foreground effects across the common market and Malawi; an EAC submission should foreground effects within East African markets.
• Gather robust evidence. Assemble market-share data, distribution and terminal maps, import and wholesale volumes, supply contracts and customer-impact analysis. Evidence-based submissions carry far more weight than general assertions.
• Handle confidentiality carefully. Identify commercially sensitive material early and request confidential treatment in line with each regulator’s procedure, while providing a non-confidential version where required.
• Mobilise relevant stakeholders. Industry associations, downstream users, independent retailers and transport operators can present coordinated, credible submissions on market effects. Coordinated input is more persuasive than fragmented complaints.
• Manage timing across forums. Sequence work so that each deadline is met and the submissions remain mutually consistent, avoiding contradictory positions between the two reviews.

Stakeholders wishing to make public submissions in a merger review should follow each regulator’s prescribed format, meet the stated deadlines, and ground their arguments in verifiable data. A clear, concise and well-documented submission addressing both competition and public-interest dimensions is more likely to influence the outcome.

Risks and likely regulatory concerns in a fuel-retail merger

Fuel-retail mergers attract close scrutiny because the sector is economically important, often concentrated, and vertically structured. Both EAC and COMESA review teams are likely to examine a familiar set of concerns, and the parties should anticipate them.

• Vertical integration. Mount Meru’s existing import, storage and distribution operations, combined with Vivo’s retail networks, create a vertically integrated chain. Regulators will assess whether this allows the merged entity to control supply from import to pump in a way that disadvantages rivals.
• Market foreclosure. A concern in any fuel merger is whether the combined business could foreclose competitors from access to essential infrastructure such as terminals, storage and transport, or from competitively priced wholesale supply.
• Wholesale and retail margins. Regulators will look at market shares at both wholesale and retail levels, and whether the merger increases the merged firm’s ability or incentive to raise prices or widen margins.
• Logistics and transport advantages. Control of import and transport logistics can confer cost advantages that competitors cannot replicate, which may entrench market power.
• Price effects on consumers. Because fuel pricing affects households and businesses directly, potential price increases will feature prominently in any public-interest assessment.
• Energy-supply and public-interest considerations. Fuel security and reliability of supply are legitimate public-interest factors, particularly in markets dependent on imported product.

To address these concerns, the parties should prepare evidence showing the degree of remaining competition after the merger, the availability of alternative supply and infrastructure, the absence of a realistic ability to foreclose rivals, and any efficiencies that benefit consumers through lower costs or improved supply security. Anticipating the regulators’ theories of harm and rebutting them with data is the most effective defensive posture.

Practical defence and remedy strategies for the parties

Where a regulator identifies competition or public-interest concerns, clearance may still be achievable through remedies. The parties should prepare a remedies strategy early, especially where two regulators are reviewing the deal in parallel and may reach different conclusions.

• Structural remedies. Divestiture of overlapping assets, for example, retail sites or storage capacity in areas of concentration, can resolve horizontal overlap concerns and is often the most durable form of remedy.
• Third-party access commitments. Offering competitors access to terminals, storage or distribution on fair terms can address foreclosure concerns arising from vertical integration.
• Behavioural undertakings. Commitments on pricing conduct, non-discrimination in supply, or ring-fencing of sensitive information may address specific concerns where structural remedies are disproportionate.
• Procedural and monitoring commitments. Reporting and monitoring obligations, including the appointment of a monitoring trustee, can give regulators confidence that undertakings will be honoured.

The critical complication is coordination across forums. A remedy that satisfies COMESA may not fully address the EAC’s concerns, and vice versa. The parties should aim for a coherent remedies package that works in both reviews, avoiding commitments in one forum that undermine their position in the other. Divergent remedies, where each regulator imposes different or inconsistent conditions, represent a real risk and can complicate or delay closing. Early, parallel engagement with both authorities, and a willingness to offer remedies proactively on a consistent timeline, reduces that risk. When EAC COMESA regulators open parallel reviews, the goal is a single, coherent remedy architecture accepted by both.

Key takeaways and action points

• Recognise that two independent reviews may be live, each with its own notice and timetable; confirm the exact dates with the regulators.
• Do not assume clearance in one forum carries over to the other, each applies its own legal test and timeline.
• Check whether Malawi’s national merger notification requirements apply as a separate workstream, including under the COMESA one-stop regime.
• Track both submission deadlines and prepare tailored, evidence-based submissions for each regulator.
• Assemble market data, infrastructure maps, supply contracts and volume evidence early.
• Anticipate foreclosure, vertical integration and pricing concerns, and prepare rebuttal evidence.
• Develop a coherent remedies package capable of satisfying both the EAC and COMESA.
• Verify the exact notice URLs and contact points on the official EAC and COMESA websites before filing.

Conclusion

The prospect that EAC COMESA regulators open parallel reviews of the MMPG acquisition of Vivo Energy’s Rwandan and Malawian businesses is a reminder that cross-border transactions in overlapping regional blocs can face layered, independent scrutiny. Where both regional reviews are live, and national compliance in Malawi has to be considered separately, parties and stakeholders must act on multiple fronts at once. Those who map every applicable forum, confirm the applicable deadlines, build strong evidence and prepare a coherent remedies strategy will be best placed to secure a clean regional clearance. For tailored guidance on managing parallel EAC and COMESA merger reviews, national notification in Malawi and cross-border remedy strategy, contact the commercial and competition experts at Global Law Experts.

For further reading, see our guidance on Commercial law in Malawi, Global Law Experts practice page, our Malawi commercial lawyers, GLE lawyer directory, and our hubs on Cross-border M&A (Africa), Competition and antitrust, and Energy & natural resources.

Sources

1. East African Community (EAC), official site
2. COMESA Competition Commission, official site
3. COMESA (Common Market for Eastern and Southern Africa), official site
4. UNCTAD, Competition and Consumer Protection resources
5. Malawi Law Society, press and guidance