As the Irish authorities are constantly seeking to streamline procedures to make things easier for businesses in the Republic, the rules covering mergers and acquisitions have now been improved.The aim of the change is to smooth the process for M&A transactions that are not viewed by Ireland's regulator as having a substantial impact on competition in Ireland.
Such transactions may now benefit from a new simplified merger procedure, alongside the existing standard procedure.
The Standard Procedure
In Ireland, merger and acquisition (M&A) applications are reviewed by the Competition and Consumer Protection Commission (CCPC).
A business considering a merger or acquisition may benefit from contacting the Commission in advance of beginning the process. By first discussing their plans, businesses can establish what information will be required and discuss any potential issues that may arise, and find out about access to the simplified procedure.
Following such discussions, an official notification should be made by each party involved in the planned transaction, usually submitted jointly. After this, the CCPC will publish a notification on its website, to which third parties with any concerns may respond within 10 working days.
Under phase 1 of the procedure, the CCPC has 30 days, which can sometimes be extended to 45 days if there are competition concerns, to either clear the transaction or launch a phase 2 investigation.
Under a phase 2 investigation, the CCPC has 120 working days to either clear the transaction or to block it. This may be extended to 135 days. During this period, third parties can also make representations, although these must be received within 15 working days of the launch of the phase 2 investigation.
At the end of its investigation, the CCPC will decide either that the merger can or cannot go ahead, or that it may go ahead only if the parties adhere to certain conditions.
The Simplified Procedure
The CCPC has now unveiled a new simplified merger procedure, which can be used where mergers or acquisitions are unlikely to have significant implications for competition in Ireland.
Under the simplified procedure, less information is required. For instance, applicants are generally not required to submit detailed information on their competitors, suppliers, and target market.
In addition, where there is no overlap between the offerings of the firms undertaking the merger, they may not need to provide details on their industry, products, and market share.
The time it takes to go from application to approval may also be expedited for simple mergers (subject to the minimum review periods outlined above).
Situations in which the CCPC is likely to make use of the simplified process include:
- Where there is either no competitive overlap between the businesses involved or where there is limited competitive overlap. In the latter scenario, the maximum permissible overlap is 15% in terms of 'horizontal' overlap or 25% in relation to 'vertical' market overlap; or
- Where the transaction involves an enterprise moving from having joint control over another firm to having sole control over it.
Otherwise, the standard procedure will likely be used. The standard procedure will also likely be employed in transactions where the market for the goods or services being provided by the companies merging is very concentrated (such as in the case of search engines or telecoms providers); where the merger involves a 'maverick' firm, which competes more aggressively than its peers in a particular market; or where the companies planning to merge are developing innovative 'pipeline' products.
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