Description of Activities

Description: The Commission resolved to approve with employment conditions the acquisition that (i) involves two indivisible transactions where (i) Mediclinic Windhoek intends to acquire control over both Treeside Medical Suites and Treeside Medical Guesthouse, and (ii) involves the acquisition of Erf 223, 21 Heliodoor Street, Eros, Windhoek, the immovable property on which the Target Businesses operate, by Mediclinic Properties. 

Acquiring group: The first primary acquiring undertaking is Mediclinic Windhoek Proprietary Limited (“Mediclinic Windhoek”), a limited company duly incorporated in accordance with the laws of Namibia. The second primary acquiring undertaking is Mediclinic (Windhoek) Properties Proprietary Limited ("Mediclinic Properties"), a limited company duly incorporated in accordance with the laws of Namibia. Both primary acquiring undertakings are subsidiaries of Mediclinic Southern Africa Proprietary Limited (“MCSA”) and, together with its subsidiaries and partners, are hereinafter referred to as the Mediclinic Group.

The Mediclinic Group is a diversified international private healthcare services group, providing comprehensive, high-quality hospital services, and in Namibia they own and operate three (3) acute care multidisciplinary private hospitals in Windhoek, Swakopmund, and Otjiwarongo.

Target undertaking: The first joint Primary Target Undertakings are Treeside Medical Suites Close Corporation (“Treeside Suites”) and Treeside Medical Guesthouse Close Corporation (“Treeside Guesthouse"). Both (“Target Businesses”) are companies duly incorporated in accordance with the laws of Namibia. The second primary target is Property Erf 223, 21 Heliodoor Street, Eros, Windhoek (“Property Erf 223”), which is an immovable property (“Target Property”) on which the first primary target undertakings operate. Treeside Suites, Treeside Guesthouse, and Property Erf 223 are all solely owned and controlled by Dr. Bernard Chukwuemeka Ogbonna (“the Seller”). The target businesses, target property, and the seller and its subsidiaries are hereinafter referred to as the target group.

The target group consists of a step-down or subacute facility in Windhoek, which helps patients transition between hospitals and home after a serious or prolonged illness, and includes an office, staff room, and nursing manager's office and is shared with the Treeside Guesthouse, which enables relatives of recovering patients to stay with their patients and consists of six double rooms with 12 beds. The target property from which the target businesses operate has doctors' consultation rooms. 

Relevant market: Defined the relevant market as the provision of acute private healthcare in Windhoek for the upstream market and the downstream market as the provision of sub-acute care services in Windhoek. 

Merger Determination

The Commission found the proposed transaction unlikely to result in the prevention or substantial lessening of competition or result in any undertaking to acquire or strengthen a dominant position in the market. However, the proposed merger did raise public interest concerns, especially employment concerns. Thus, the Commission approved the merger with employment conditions.

Furthermore, as per section 50 of the Act, these approvals do not relieve parties from complying with any other mandatory statutory approvals that any of the parties to the merger must comply with under Namibian laws.

Merger Determination No.1 of 2026__