CCPC announces intention to introduce simplified merger review procedure in 2020
After engaging in a public consultation period in late 2018, the Competition and Consumer Protection Commission (the "CCPC") has recently confirmed its intention to introduce a simplified merger review procedure in 2020. This new procedure will apply to mergers which must be notified to the CCPC as they meet the relevant financial thresholds set out in the Competition Acts but which, for one reason or another, raise negligible competition concerns.
Types of Merger
The CCPC identified the following types of mergers and acquisitions as ones which could be reviewed under the forthcoming simplified procedure:
(a) mergers or acquisitions between parties who are not active in the same markets, or in any markets which are upstream or downstream from one another;
(b) mergers or acquisitions between parties who are active in the same market and whose combined market share is less than 15% (or between parties who are active in markets upstream or downstream from one another and whose market share in each of their respective markets is less than 25%); or
(c) mergers or acquisitions where a party which already has joint control over a company acquires sole control of that company.
Currently, there is one long-form merger notification form which must be completed in full and submitted to the CCPC in the case of all notifiable mergers. However, the CCPC has developed a practice of agreeing with parties in advance of submission that the requirement to complete certain sections will be waived. It is intended that parties wishing to use the forthcoming simplified merger control process will raise this in pre-notification discussions with their CCPC case officer. Parties are not required to engage in pre-notification discussions with the CCPC, but these can help to define the relevant markets that should be analysed and should therefore also help to clarify whether the simplified procedure can be availed of for a particular transaction. It seems that the proposed simplified procedure could result in more parties engaging in discussions with the CCPC prior to submitting merger notifications.
The CCPC will now draft guidelines which will set out:
(a) its proposals as to the criteria that will qualify a merger for the simplified process;
(b) examples of situations in which such mergers may still be assessed under the standard procedure; and
(c) the manner in which the...