The Fair Competition Tribunal of Tanzania has partly overturned a decision by the Fair Competition Commission (FCC) that had prohibited the merger involving Anheuser-Busch InBev SA/NV (AB InBev) and Tanzania Distilleries Limited (TDL). The case, which began in 2016, centered on whether AB InBev’s indirect acquisition of TDL through majority shares held by SABMiller PLC Limited and Tanzania Breweries Limited (TBL) would harm competition in the Tanzanian alcoholic beverages market.
The FCC originally blocked the merger, citing concerns that it would concentrate market power and reduce competition. It also ordered TBL to divest its 65% stake in TDL and voided a longstanding shareholders’ agreement between TBL, Distell, and SABMiller PLC Limited due to perceived risks of market concentration and anti-competitive coordination.
AB InBev and its co-appellants challenged this decision. They argued that the FCC had overstepped its legal authority, misapplied provisions of the Fair Competition Act, 2003 (FCA), and relied on insufficient evidence. The appellants claimed that the FCC lacked jurisdiction after statutory deadlines passed, improperly required separate notifications for subsidiaries involved in the same transaction, failed to prove dominance or anti-competitive effects, and did not conduct an independent investigation. They also criticized the reliance on third-party submissions without giving them a right to be heard.
The Tribunal considered four main issues: whether the FCC could continue assessing the merger after statutory deadlines; if Section 9 of the FCA was wrongly applied during a merger review; whether AB InBev’s acquisition would create or strengthen dominance in spirits, wines, and ciders markets; and if ordering divestiture was justified.
On procedural grounds, the Tribunal found that appellants were time-barred from challenging earlier orders regarding subsidiary notifications since they had complied without appealing within required timelines. While confirming that unlawful shareholder agreements can be void under Section 9 of the FCA, it clarified that such agreements alone are not enough to block a merger—the key question is whether a transaction itself lessens competition.
In its substantive analysis, the Tribunal disagreed with the FCC’s view on market dominance. It pointed out that TDL’s shareholding structure had not changed since 1999 and no new competition concerns were demonstrated as a result of AB InBev’s global acquisition of SABMiller. The Tribunal noted: “The FCC had not shown how the merger would alter market dynamics, reduce consumer choice, or increase barriers to entry. Instead, its reasoning appeared directed at protecting Distell as a competitor rather than safeguarding competition in the market as a whole.”
Regarding remedies imposed by the FCC—specifically ordering TBL to divest its majority stake—the Tribunal stated: “It considered divestiture a drastic remedy that should only be imposed where there is compelling evidence of market harm. No such evidence had been presented.” The Tribunal observed that existing ownership structures benefited consumers through wider product choices.
This ruling sets an important precedent for Tanzanian competition law by emphasizing decisions must rely on concrete evidence rather than assumptions or efforts to protect individual competitors. It reinforces that structural remedies like divestiture should only occur when necessary based on clear competitive harm. The outcome signals an approach focused more on proportionality and demonstrable impact in future merger reviews.