CAK Greenlights Celebi’s Full Takeover of Transglobal Cargo in Unconditional Deal

The Competition Authority of Kenya (CAK) has cleared the acquisition of the whole issued share capital of Transglobal Cargo Centre Limited by Celebi Cargo GMBH without any conditions after finding that the transaction does not present any competition or public interest concerns.

The Authority argued in its ruling that the acquisition “is unlikely to hurt competition in the relevant market for the handling of cargo in Kenya, nor raise concerns in respect of public interest,” thus approving the acquisition for implementation.

CAK pointed out that Celebi Cargo GMBH, the acquiring undertaking, is a well-established air cargo handling company operating at Frankfurt Airport in Germany, handling 200,000 tonnes of cargo every year.

The Authority clarified that “the acquirer is not active in Kenya,” which was an important element in the assessment of competition.

Background of the Transaction & Parties

The target company, Transglobal Cargo Centre Limited, is a private limited liability company and is incorporated in the Republic of Kenya but does business under the name and style of Africa Flight Services (AFS).

The company provides ground handling operations at Jomo Kenyatta International Airport (JKIA), which is in Nairobi.

These services include cargo handling services, among others.

According to the parties, the transaction involves Celebi Cargo acquiring 100 percent of the shares in Transglobal Cargo.

They indicated that the proposed deal is intended “to establish the merged entity as a leading provider of ground handling and cargo services in Africa, with a particular focus on Kenya.”

CAK further observed that the transaction is expected to lead to “increased investment in facilities, equipment, and human resources within the industry,” aligning with broader sector growth objectives.

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The Legal Threshold and Notification of a Merger

The Authority determined that this constituted a merger in terms of sections 2 and 41 of the Competition Act, Cap 504 of the Laws of Kenya.

The Act defines a merger as when one undertaking gains control of another in Kenya, which can occur through the purchase of shares.

CAK noted that merging parties whose combined turnover or assets exceed KES 1 billion are required to seek approval before implementation.

The Celebi–Transglobal transaction met this threshold and was therefore subject to “mandatory notification and full analysis” under the Competition (General) Rules, 2019.

Market Definition and Competition Analysis

In the assessment of the competitive effect, the Authority found the relevant product market to be cargo handling.

It explained that while Celebi Cargo is active in air cargo handling and Transglobal provides ground handling services, “the commercial activities of the parties overlap,” making cargo handling the appropriate market.

Regarding geographic scope, CAK found that the market is national, since Transglobal’s clients were dispersed all over the country, with conditions of competition being fairly similar all over.

The data evaluated by the Authority indicated that AFS has a share of 33 percent in export and 20 percent in import handling at JKIA, together with other market players such as Kenya Airways Cargo, Signon Group, and Swissport.

CAK emphasized that “post-merger, the market share of the target will not change as the acquirer has no business presence in Kenya.”

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Public Interest and Final Determination

Beyond competition, CAK evaluated public interest considerations, including employment, SMEs, and national competitiveness.

The Authority concluded that the transaction “will have no impact on employment” and is not expected to harm SMEs or Kenya’s ability to compete internationally.

“Premised on the above,” CAK said, “the Authority approved the acquisition of the entire issued share capital of Transglobal Cargo Centre Limited by Celebi Cargo GMBH unconditionally,” bringing the regulatory review process to a close.

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