Merger Control in Cyprus is regulated by the Control of Concentrations between undertakings Law of 2014 (Law 83(I)/2014) (“Law” or “Legal Framework”).
Transactions that meet the jurisdictional thresholds as set out in the legal framework constitute “concentrations of major importance” and must be notified to the Cyprus Commission for the Protection of Competition (“CPC”). It is noted that the notification of such concentrations must take place prior to their implementation and after the conclusion of the agreement giving rise to them, or the announcement of the public bid or the acquisition of a controlling interest. A concentration may also be notified to the CPC if the participating undertakings demonstrate their good faith intention to conclude an agreement, or in the case of a public bid, where the intention or final decision for such bid to be made has been announced, provided that either of these to scenarios results in the occurrence of a concentration of major importance.
Although the Law does not provide a specific format for the notification document, it stipulates that it must contain the information that is prescribed in Schedule III of the Law.
This article aims to provide a summarised list of the information that is required to be included in the concentration notification document. For more details and the complete list of the information requirements, interested parties should refer to Schedule III of the Law.
Notification information requirements
- The person obligated to notify the concentration must provide:
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- the following information concerning every participating undertaking:
- Name and address;
- Nature of commercial activity;
- Contact person details.
- the following information concerning every participating undertaking:
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- Participating undertakings’ representatives authorisations, identification document number and contact details (if applicable).
- Supporting documents:
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- Copies of the final or most recent documents giving rise to the concentration either through agreement or public announcement of the intention or final decision of acquisition proposal;
- In the case of a final decision of acquisition proposal, a copy of the public announcement and of the offer document if available, and in the case of a public bid, a copy of the public announcement of the intention of a bid;
- Copies of the most recent annual reports and audited financial statements of all participating undertakings;
- Copies of reports or analyses that have been prepared for the purpose of the concentration;
- List and short description of the contents of all other analyses, reports, studies and surveys prepared by or for any parties under obligation to notify for the assessment or analysis of the proposed concentration, with respect to the conditions of competition, actual and potential competitors, and market conditions.
3. Details of the concentration:
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- Summary of the nature and scope of the concentration;
- Purpose of the concentration;
- Whether the concentration has been notified to other Competition Authorities of EU member states, including which, when, and whether approval has been received.
- Financial and structural details of the concentration;
- Details of each participating undertaking with regard to their turnover achieved in Cyprus and worldwide, in accordance with Schedule II, as well as with regard to their profits prior to the deduction of taxes and the number of employees within and outside Cyprus.
4. Details of ownership and control concerning the participating undertakings and their connected undertakings.
5. Personal and economic links for each group of undertakings in relation to any other undertakings which are active in the affected markets:
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- in which the group holds either on its own or with other groups, at least 10% of the shares or voting rights
- and have common members in their board of directors.
6. Description and analysis of the relevant markets concerning the concentration, including all reasonable alternative definitions.
7. Description and analysis of the affected markets and other markets where the notified concentration might have significant implications.
8. In the case where the concentration arises from the formation of a joint venture, details in relation to whether two or more parent undertakings retain to a significant extent activities in the same market as the joint venture or a downstream, upstream or closely related neighbouring market thereof.
9. Marking of information considered confidential or as a business secret of which the disclosure will damage the undertakings concerned by the concentration, along with relevant justification as to why the information should not be published or disclosed.
10. Final statement signed by the persons authorised to sign the notification on behalf of one or more participating undertakings.
Notification fees
Notification fee: €1,000.
Full investigation fee: €6,000.
It is noted that a notification cannot be considered complete unless the due fee is paid.
Other requirements
The notification must be submitted in one of the official languages of the Republic of Cyprus, whereas the supporting documents may also be submitted in English. In the case where the documents are written in another language, the document must be submitted in both the original language, as well as in translation into one of the official languages of the Republic of Cyprus.
In addition, the notification must be submitted to the offices of the CPC in two physical copies, as well as in electronic form, and that the copy of the agreement must be stamped, unless it was concluded in a country in which the national legislation does not require the stamping of agreements.
This article has been published on Lexology and is available here.
More information concerning the Cyprus Merger Control Procedure is available here.
More information concerning the services we offer in relation to Merger Control is available here.
