The Minister of Industries, Mines and Energy, Modestus Amutse, has overturned the Namibia Competition Commission’s (NaCC) decision to block the proposed merger between Whale Rock Cement (Pty) Ltd and Schwenk Namibia (Pty) Ltd, clearing the way for the transaction to proceed subject to strict conditions aimed at protecting jobs, promoting competition and increasing local ownership.
In a determination published in the Government Gazette on 1 July 2026, Amutse said the concerns raised by the competition watchdog could be addressed through enforceable merger conditions rather than an outright prohibition of the transaction.
The decision reverses NaCC’s ruling in Case No. 2025FEB0004MER following the Minister’s exercise of his review powers under Section 49 of the Competition Act, 2003.
The proposed merger involves Namibia’s two largest cement producers and has been opposed by NaCC over concerns that combining the businesses could substantially lessen competition in the domestic cement market.
In explaining his decision, Amutse said he had considered the Constitution, the Competition Act, the National Competition Policy 2020–2025 and broader public policy objectives; he also noted that no written representations were received from interested parties after a public invitation was issued in February this year.
While acknowledging that NaCC had acted within the law, the Minister concluded that the competition concerns identified by the Commission could be adequately managed through post-merger conditions and ongoing regulatory oversight.
He attached four conditions to the approval.
Firstly, the merger must not result in any job losses, ensuring that employees of both companies are protected following the transaction.
Secondly, NaCC has been directed to continue monitoring the merged business to determine whether the transaction creates a monopoly or results in the abuse of a dominant market position, with the Commission retaining the authority to investigate anti-competitive conduct should it arise.
Thirdly, the Minister ruled that the Cheetah Cement plant must not be dismantled or closed as a result of the merger. Instead, the parties must explore options to maintain the facility as a productive operation capable of creating and sustaining employment for Namibians.
Perhaps the most significant condition is that Whale Rock Cement and Schwenk Namibia must increase local ownership to at least 40%, a requirement intended to expand Namibian participation in one of the country’s strategic manufacturing industries.
Amutse said his review powers under the Competition Act are not absolute and must be exercised within the framework of the Constitution, particularly Article 18, which requires administrative decisions to be lawful, reasonable and procedurally fair. He said the conditions imposed strike an appropriate balance between protecting competition and advancing broader national development objectives.
The decision is significant because it demonstrates that the government is prepared to use its ministerial review powers to approve mergers that might otherwise be blocked, provided that adequate safeguards are in place to address competition and public-interest concerns.
For the cement industry, the ruling removes a major regulatory obstacle to the proposed combination of Whale Rock Cement and Schwenk Namibia. However, the merged entity will now operate under conditions that place a strong emphasis on employment protection, the continued operation of existing production facilities, enhanced local ownership, and ongoing competition oversight by NaCC.
