Description of Activities

Description: The Commission resolved to approve with conditions the acquisition by CFAO Healthcare Société Anonyme (“CFAO Healthcare”) of the controlling interest in Nampharm (Proprietary) Limited (“Nampharm”). 

Acquiring group: The primary acquiring undertaking is CFAO Healthcare, a pharmaceutical logistics and healthcare solutions company incorporated in France. CFAO Healthcare supplies wholesalers-distributors in over 24 countries in Sub-Saharan Africa and six French overseas territories, specialising in cold chain logistics to ensure the pharmaceutical products are kept in an optimal environment throughout the logistics chain, from the warehouse to the pharmacy shelves. CFAO Healthcare is also involved in the manufacturing of medicines and healthcare innovation, and it is licensed to manufacture in several countries. CFAO Healthcare controls CFAO Healthcare South Africa Proprietary Limited and E.P.DIS France; they distribute pharmaceutical products to various countries in Sub-Saharan Africa, including Namibia. The CFAO Group is also active in Namibia through its mobility division. Its activities in this regard include the provision of vehicle rental services through CFAO Motors Rental (Namibia) (Proprietary) Limited and CFAO Motors Shuttle Service (Namibia) (Proprietary) Limited, trading as Hertz (“Hertz Namibia"), as well as the provision of material handling and warehousing equipment through CFAO Equipment. 

Target undertaking: The primary target undertaking is Nampharm, which is a licensed pharmaceutical wholesaler and distributor supplying pharmaceutical, consumer healthcare, and clinical and surgical products to private and public healthcare facilities in Namibia. Nampharm operates as a full-line pharmaceutical wholesaler and distributor, offering a wide range of products, including medicines, consumer goods, surgical equipment, clinical supplies, and dental products.

Relevant market: Defined the relevant upstream market as the manufacturing and pre-wholesale export distribution of pharmaceutical products and downstream market as the wholesale supply and distribution of pharmaceutical products in Namibia. 

Merger Determination

The Commission found that the proposed transaction is likely to result in the prevention or substantial lessening of competition and the strengthening or acquisition of a dominant position in the relevant markets through input foreclosure. Accordingly, to preserve effective competition and prevent anti-competitive conduct arising from the implementation of the proposed merger, the Commission has approved the transaction subject to behavioural conditions addressing input foreclosure. These conditions require, inter alia, that the relevant pharmaceutical products be supplied on Fair, Reasonable, and Non-Discriminatory (FRAND) terms; that materially equivalent commercial opportunities be afforded to all similarly situated competitors and downstream customers; that stock be allocated on the basis of objective and non-discriminatory criteria; that equivalent service levels be maintained; that information firewalls be implemented; that an effective complaint resolution mechanism be maintained; and that the Commission conditions be reviewed where there is a material change in market dynamics or the regulatory framework. However, the merger did not raise any public interest concerns.

Merger Determination No.5 of 2026