Merger Control Reform and New Filing Thresholds
Asters, Kyiv, Ukraine,
Tue, Jan, 26, 2016
On 26 January 2016 the law reforming merger control regime was adopted by the Parliament. The most notable changes include:
- remodeling of notifiability thresholds (2 alternative tests):
- the combined parties' worldwide value of assets or turnover exceeded EUR 30 million and the value of Ukrainian assets or turnover of each of at least two parties exceeded EUR 4 million – both in the last financial year; or
- Ukrainian value of assets or turnover of the target or of at least one of the founders of a new entity exceeded EUR 8 million and worldwide turnover of at least one other party exceeded EUR 150 million – both in the last financial year;
It appears that the assets/turnover thresholds should be taken at a group level, in particular, including the controlling seller(s) ceasing to control the target post-transaction.
- removal of the market share-based (35%) notifiability test;
- introduction of consultations with the AMC at the pre-filing and the 15-day 'preview' stages;
- making omission to disclose ultimate (beneficiary) owners in the filing the basis for declaration of incompleteness;
- introduction of a simplified 25-day review procedure for transactions where:
- only one party is active in Ukraine; or
- parties' combined shares do not exceed 15% on the overlapping markets or 20% on vertically related markets;
- clarification of rules applicable to remedies, including setting the 30-day (extendable) period for offering remedies;
- increase of the filing fees.
These changes are expected to become effective in April 2016.