UKRAINE INTRODUCES A NEW MERGER CONTROL REGIME FROM 18 MAY 2016
Everlegal, Kyiv, Ukraine
Mon, March 21, 2016
The law that, among other things, increases and re-
shapes the financial thresholds for notifiable economic concentrations has been published today
and will come into force on 18 May 2016.
An economic concentration will need to be cleared by the Antimonopoly Committee of Ukraine ("AMC") prior to closing if at the end of the preceding financial year one of the two scenarios applies:
· the combined annual turnover or assets in Ukraine of at least two participants each exceeds EUR 4 million; and
· the combined worldwide annual turnover or assets of the participants exceeds EUR 30 million;
· the combined annual turnover or assets in Ukraine of a target company or at least one founder (in the case of a joint venture) exceeds EUR 8 million; and
· the worldwide annual turnover of at least one other participant exceeds EUR 150 million.
On the face of it, the above thresholds will apply on a group basis.
Transaction related non-compete covenants and the like should still be filed and cleared separately.
Concentrations that satisfy the below criteria will be subject to a fast-track review process not to exceed 25 calendar days from the date of filing:
· only one participant is active in Ukraine, OR
· the participants' market shares do not exceed:
· a 15% combined market share on the horizontal overlapping markets; OR
· a 20% market share or combined market shares on the vertically related markets.
There are no express provisions simplifying the disclosure requirements for fast-track cases; however, it is possible to obtain a waiver of disclosure from the AMC with respect to certain information which should not affect the review process.
It will be possible to initiate pre-filing consultations with the AMC about the scope of information to be submitted and post-filing consultations about defects to be fixed.
Failure to provide information about a certain participant’s beneficial owners will result in the AMC refusing to consider the application.
If the AMC finds grounds to refuse clearance, the AMC should give the participants 30 calendar days to put forward remedies to enable clearance by the AMC. The 30-day period can be extended at a participant’s request. The AMC and the concentration’s participants may engage in consultations to discuss and agree remedies.
For more details in Ukrainian please visit: