PAKISTAN

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Content last updated: 26-03-2020

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  • Merger Screening

1. What type of transactions are caught by the merger control regime?

1.1 Concentrations

1.1.1 Type of transactions that are caught by the merger control rules?

Mergers, acquisitions, amalgamations, combinations and joint ventures are caught by the merger control rules.

A transaction is caught by the merger control rules if:

a) two or more previously independent undertakings merge to form a new undertaking and cease to exist as separate entities; or

b) one undertaking is absorbed by another with the latter retaining its legal entity and the former ceasing to exist; or

c) one or more undertakings acquire direct or indirect control of the whole or part of one or more other undertakings; or

d) as a result of the transaction of the assets or shares, or a substantial part of the assets or shares, of another undertaking, the acquirer is to replace, or substantially  replace, the other undertaking in the business, or part of the business, in which it was engaged immediately  before the acquisition; or

e) a collaborative arrangement by which two or more undertakings devote their resources to pursue a common objective, provided that such arrangement be subject to joint control, performs its functions independently and consists on a lasting basis.

2. Establishing jurisdiction for notification of mergers

2.3 General thresholds

2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?

Merger filing is needed if:

  • the asset value of the acquirer exceeds PKR 300,000,000, or the combined asset value of the undertakings concerned is PKR 1,000,000,000; or
  • the turnover of the acquirer was at least PKR 500,000,000 in the last year, or the combined turnover of the undertakings concerned was at least PKR 1,000,000,000 in the last year;

and

  • the transaction value is at least PKR 100,000,000; or
  • as a consequence of the transaction, the acquirer holds more than 10% of the voting shares of the target (applies only to share acquisitions).

2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)

2.4.1 Relevant thresholds for sector-specific or other ex ante merger control rules?

Sector-specific thresholds apply to asset management companies carrying out a transaction in the normal course of its business. An assets management company is not required to file for merger clearance unless:

- as a result of the transaction, the management company directly and its investments taken collectively owns a stake of more than 25% of the voting rights in the target; or

- post-merger, the asset value of the management company will be at least PKR 1,000,000,000;

and

- the transaction value is at least PKR 100,000,000; or

- as a consequence of the transaction, the management company holds more than 10% of the voting shares of the target (applies only to share acquisitions).

2.5 Foreign-to-foreign mergers

2.5.1 Do any exemptions, special thresholds etc. apply to foreign-to-foreign mergers, i.e. where none of the undertakings concerned is domiciled in the jurisdiction?

Foreign-to-foreign merges are fileable in Pakistan.

This content was delivered
and last updated on 26-03-2020 by

Legal Cross Border has itself provided all input about merger control in Pakistan. This information has been gathered and validated by our in-house lawyers to guarantee the highest quality outcome. This said, we are currently looking for a local partner to cover Merger Control Pakistan - please contact us if you would like to be our new partner.