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Content last updated: 31-07-2019

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  • Merger Screening

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 control filing is required when:

  • At least one of the undertakings concerned has commercial activity in the United States or is otherwise active in a way that affects commerce in the United States; and
  • The total value of the acquirer’s voting shares, the assets and/or the non-corporate interests that will be held in the target amount to at least USD 84,400,000 (including pre-transaction holdings); and
  • The transaction value exceeds USD 84,400,000; and
  • At least one of the undertakings concerned (on a group level) has turnover or assets of at least USD 16,900,000 globally, and the other undertaking concerned (on a group level) has turnover or assets of at least USD 168,800,000 globally; or
  • The transaction value is at least USD 337,600,000.

The following kinds of transactions are exempt from merger control:

  • Certain foreign-to-foreign mergers;
  • The acquisition of non-voting shares;
  • Certain acquisitions of ordinary voting shares solely for the purpose of investment;
  • Certain acquisitions that require the prior approval of another federal agency;
  • Certain acquisitions by securities underwriters, creditors, insurers and institutional investors;
  • Certain financing transactions where the acquirer contributes only cash to a non-corporate entity and does not retain control over the entity post realisation of its preferred return.

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?

Transactions that have an element of national security may require notification to the Committee on Foreign Investment in the United States.

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