HARARE — Zimbabwe’s Competition and Tariff Commission (CTC) has formally opened an investigation into the proposed acquisition of a 48.79 percent shareholding in Dairibord Holdings Ltd by Varun Beverages Holding (Zimbabwe) (Private) Ltd, bringing greater clarity to a transaction that has attracted considerable attention in the country’s consumer and beverage industries.
The Commission published a public notice under Section 28 of the Competition Act (Chapter 14:28), confirming Varun Beverages as the proposed buyer and inviting interested stakeholders to submit written representations by Thursday, 1 October 2026.
The notice states: “It is hereby notified, that the Competition and Tariff Commission, in terms of Section 28 of the Competition Act [Chapter 14:28], has commenced an investigation into the proposed acquisition of 48.79% Shareholding in Dairibord Holdings Ltd (‘Dairibord’) by Varun Beverages Holding (Zimbabwe) (Private) Ltd (‘Varun’).”
According to the Commission, Varun produces carbonated soft drinks, energy drinks, bottled water and snacks.
The regulator said its investigation would determine whether the proposed transaction could substantially lessen competition in Zimbabwe or any substantial part of it, or create a monopoly.
“The Commission wants to determine whether the proposed merger is likely to substantially lessen the degree of competition in Zimbabwe or any substantial part of it; or is likely to result in the creation of a monopoly situation which is or will be contrary to public interest as provided in section 32(4) of the Act,” the notice said.
The Commission added that the investigation would seek to establish how the merging parties and other related players operate in the market before the merger, as well as assess how the transaction could affect competition.
Buyer finally confirmed
The publication is significant because it formally identifies Varun Beverages Holding (Zimbabwe) as the purchaser after earlier market speculation had centred on two possible bidders without either being publicly confirmed by Dairibord.
The proposed stake of 48.79 percent is also material because it places the transaction just below the 50 percent threshold commonly associated with outright majority ownership.
Dairibord’s cautionary announcement of 10 July indicated that three shareholders collectively controlled more than 51 percent of the company. The figures are not necessarily inconsistent, since shareholders holding a majority stake do not have to dispose of their entire holdings in a transaction.
However, the precise level of the proposed acquisition raises an important corporate-governance and takeover question over whether a stake below 50 percent could nevertheless confer effective control and what obligations might arise towards the remaining shareholders.
An analyst speaking to The Zimbabwe Financial Mail said the distinction between ownership percentage and effective control would be important to investors.
“The headline figure is 48.79 percent, but competition authorities and capital-market investors will ultimately be interested in what that stake allows the buyer to control. A shareholding just below 50 percent can still be strategically significant if it provides effective influence over the board, management or major corporate decisions.”
Beverage market definition could prove critical
The Commission’s description of Varun’s activities also provides an important clue to how the transaction could eventually be assessed.
The notice refers specifically to carbonated soft drinks, energy drinks, water and snacks. It does not refer to beer, despite Varun’s distribution agreement with Carlsberg signed in October 2025, nor does it mention subsequent changes to Varun’s corporate objects allowing the manufacture and sale of beer, wine and spirits.
That distinction could become important because competition assessments are heavily influenced by how the relevant market is defined.
If the transaction is assessed primarily through the lens of soft drinks and dairy products, the direct competitive overlap between Varun and Dairibord may appear relatively limited.
But a broader assessment of beverage production and distribution could produce a substantially different picture, particularly given the structure of Zimbabwe’s beer and beverage distribution networks.
“The market definition will be one of the most important parts of this investigation,” the analyst said.
“If regulators look narrowly at dairy and soft drinks, the competitive overlap may be relatively modest. If they examine the transaction within a broader beverage distribution ecosystem, however, the implications could be considerably more significant.”
Public interest test brings wider stakeholders into the process
The CTC has expressly invited representations from interested stakeholders under the public-interest provisions of Section 32(4) of the Competition Act, potentially opening the process to views beyond competing companies.
The Commission said: “In view of the foregoing, the Commission hereby gives notice to all interested stakeholders and the public to submit their written representations to the Commission on any issues that will be affected by the proposed merger under investigation as well as addressing issues highlighted above, not later than Thursday, 01 October 2026.”
That creates an important avenue for stakeholders connected to Dairibord’s extensive economic footprint, including commercial dairy farmers, employees, suppliers, consumers and minority shareholders.
Dairibord is a major participant in Zimbabwe’s dairy value chain and purchases a substantial proportion of the milk supplied by the country’s commercial dairy farmers. Any change in ownership could therefore have implications beyond the company’s listed equity structure, particularly if the new shareholder seeks to alter procurement, distribution, manufacturing or investment strategies.
An analyst told The Zimbabwe Financial Mail that the public-interest component should not be viewed as a procedural formality.
“This is an opportunity for stakeholders who do not have a vote in the transaction to put their economic interests on record. Farmers, employees, suppliers and minority investors can raise issues around competition, employment, procurement, investment and the long-term structure of the business.”
The CTC said representations should be addressed to the Director, Competition and Tariff Commission, at Number 23 Broadlands Road, Emerald Hill, Harare, with submissions closing on 1 October 2026.
The investigation now places the proposed Varun-Dairibord transaction squarely within Zimbabwe’s competition and public-interest regulatory framework, with the Commission expected to assess not only the ownership implications but also the wider consequences for competition across the country’s beverage and dairy markets.
