New regulations will increase the financial thresholds requiring a merger notification to the Competition and Consumer Protection Commission (CCPC).
These changes, which take effect from 1 January 2019, will be particularly welcomed by parties involved in large property transactions which had been brought into the merger regime by the Competition Act 2014 (2014 Act).
What types of transactions are notifiable?
The 2014 Act identifies the types of transactions that are notifiable:
- Where two or more undertakings previously independent of each other merge
- Acquisitions where one or more individuals who already control one or more undertakings, or one or more undertakings, acquire direct or indirect control of the whole or part of one or more other undertakings (usually share purchase acquisitions or joint ventures)
- Acquisitions of assets (including goodwill) that constitute a business to which a turnover can be attributed (this brought some property transactions within the regime)
New thresholds triggering a requirement to notify
From 1 January 2019, a transaction will require notification to and clearance by the CCPC where, in the most recent financial year:
- the aggregate turnover in the State all of the undertakings involved is at least €60 million (previously €50 million)
- turnover in the State of each of two or more undertakings involved is at least €10 million (previously €3 million)
Note that the turnover of the seller is not relevant for this – just the turnover of the buyer and the target business or asset.
Effect of the new regulations
These increases in thresholds have the effect of removing from the merger regime many property transactions that would have required a notification under the 2014 Act.
Many transactions which only involve property, such as the sale of rented property, which may have been caught prior to these changes, will not now be subject to the notification requirement. Only where a property generates an annual rental income of over €10 million and if the combined turnover of the target asset and the buyer is more than €60 million, will the sale will be notifiable to the CCPC.