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- Merger Screening
1. What type of transactions are caught by the merger control regime?
1.1.1 Type of transactions that are caught by the merger control rules?
The following transactions are regarded as a “concentration”:
- mergers of two or more independent undertakings;
- the acquisition of control by an undertaking, or several undertakings, over all or part of another undertaking (or several undertakings), by the acquisition of shares or assets, or by entering into a contract. Control may result from rights, contracts or any other means (considered alone or collectively), which confer, having consideration to circumstances of fact or law, the ability to exert a decisive influence on an undertaking’s activities; and
- the creation of a joint venture.
1.2 Joint ventures
1.2.1 What types of joint ventures are caught by the merger control rules?
The creation of a joint venture performing on a lasting basis all the functions of an economic entity constitutes a concentration.
2. Establishing jurisdiction for notification of mergers
2.3 General thresholds
Merger filing is needed if:
- the combined global turnover of the undertakings concerned was at least MAD 750,000,000; or
- the turnover of each of at least two of the undertakings concerned was at least MAD 250,000,000 in Morocco; or
- the undertakings taking part in the concentration or that are the “subject of the concentration” or the “undertakings that are economically linked to them”, have a combined market share exceeding 40% in the last calendar year, even if the market share is not increased as a consequence of the concentration.
2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)
3. Calculation and allocation of turnover, asset value, transaction value etc.
3.3 Relevant undertakings for the calculation of turnover
3.3.1 The undertakings whose turnover is taken into account?
The turnover of the undertakings or groups of natural or legal persons that are parties to the concentration is taken into consideration.
The Competition Act does not elaborate further on which companies’ turnover should be included but it is commonly considered that the market share under the market share rules should be calculated on a group level, which is an indication that turnover should be calculated the same way. See Section 3.6.1 below.
3.6 Calculation of other thresholds
3.6.1 The principles for calculation of metrics for other thresholds (e.g. transaction value, market share, share of supply etc.)?
Markets share is defined as the sales, purchases or other transactions on a national market of identical or substitutable goods, products or services, or on a significant part of such market.
The Competition Act does not define what is meant by “the undertakings that are the “subject of the concentration” or the “undertakings that are economically linked to them””. It is commonly interpreted to mean that turnover should be counted on a group level, including subsidiaries and parent and sister companies.
and last updated on 20-03-2020 by
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