AUSTRIA
Confirmed up-to-date: 07/01/2021

Turnover thresholds

A merger notification must be filed if the following turnover thresholds are met by the undertakings concerned in the last financial year:

  1. the combined worldwide turnover of all the undertakings concerned exceeded EUR 300 million;
  2. the combined Austrian turnover of all the undertakings concerned exceeded EUR 30 million; and
  3. the individual worldwide turnover of at least two of the undertakings concerned each exceeded EUR 5 million.

Even where the above thresholds are met, no notification has to be made if in the last financial year:

  1. only one of the undertakings concerned had a turnover of more than EUR 5 million in Austria and 
  2. the worldwide turnover of all the other undertakings concerned did not exceed EUR 30 million.
Market share thresholds

N/A

Value of transaction thresholds

In 2017, a new alternative threshold based on the value of consideration for the transaction came into force. Even if the above turnover thresholds are not met, a transaction needs to be notified if:

  1. the combined worldwide turnover of all the undertakings concerned exceeds EUR 300 million;
  2. the combined Austrian turnover of all the undertakings exceeds EUR 15 million;
  3. the value of the consideration for the transaction exceeds EUR 200 million; and
  4. the target is active in Austria to a significant extent.

In order to help with the interpretation of these requirements, the FCA and the German Federal Cartel Office published a joint guidance paper on the application of the new transaction value threshold (see topic 3). Pursuant to this guidance, the "consideration value" includes all forms of cash payments, securities, unlisted securities or shares, assets and considerations received by the seller. In addition, also the liabilities of the target and the seller taken on by the acquirer have to be added to the purchase price in order to determine the value of consideration. 

The requirement of significant domestic operations was introduced to exclude transactions where the target has only marginal or non-market-oriented activities in Austria. In addition to current sales activities, active users or activities aimed at market entry, also the Austrian turnover or having a location in Austria (except in case of a site for a mere financial holding) are considered as indicators for a significant domestic activity of the target.

Assets requirements

N/A

Other

N/A


BELARUS
Confirmed up-to-date: 11/01/2021

Turnover thresholds

A merger notification must be filed if there is a local nexus (e.g. the merger implies direct acquisition of shares in (property of) a Belarusian company, reorganization of Belarusian companies, establishment of legal entities in Belarus) and:

  1. in case of mergers in the form of reorganizations or transactions with the shares, rights, property, the worldwide annual turnover of at least one of the business entities involved in the merger (except for seller of shares) exceeded 400,000 basic values (BYN 10.8 M);
  2. in case of mergers in the form of establishment of a commercial company, associations of legal entities and entering into partnership agreements, the combined worldwide annual turnover of all business entities participating in the merger exceeded 400,000 basic values (BYN 10.8 M).
Market share thresholds

A merger notification must be filed in connection with the following transactions involving a company having a dominant position in a market in Belarus:

  1. The transaction involves acquisition of 25% or more shares of such a company or the possibility to influence the decision making of such a company; or
  2. The transaction involves an acquisition by such a company of 25% or more shares of another company operating at the same market.

Generally, a business may be considered dominant if it holds a market share of 35% or more. In some cases dominance may be found with less than 35% market share, however, the market share must exceed 15%.

Value of transaction thresholds

N/A

Assets requirements

A merger notification must be filed if there is a local nexus (e.g. the merger implies direct acquisition of shares in (property of) a Belarusian company, reorganization of Belarusian companies, establishment of legal entities in Belarus) and:

  1. in case of for mergers in the form of reorganizations or transactions with the shares, rights, property, at the last reporting date the balance-sheet value of the worldwide assets of at least one of the business entities involved in the merger (except for seller of the shares) exceeded 200,000 basic values (BYN 5.4 M);
  2. in case of mergers in the form of establishment of a commercial company, associations of legal entities and entering into partnership agreements, at the last reporting date the combined balance-sheet value of the worldwide assets of all business entities participating in the merger exceeded 200,000 basic values (BYN 5.4 M).
Other

Please also see topic 15 regarding events subject to merger control regardless of the thresholds otherwise described in topic 14.


CANADA
Confirmed up-to-date: 22/01/2021

Turnover thresholds

The pre-merger notification rules in the Competition Act are complex. A general “size of parties” threshold of C$400 million (not subject to indexation) applies to all types of transactions. An additional “size of target” threshold that is currently C$96 million (adjusted annually) applies differently depending on the type of transaction in question. In addition, share ownership thresholds apply to acquisitions of voting shares and profit or assets on dissolution entitlement thresholds apply to unincorporated combinations, as described below. There are no market share or transaction value thresholds that are relevant to the analysis.

Please also see topic 16 with respect to what may be considered revenue “in, from or into” Canada and what may be considered Canadian assets. 

Note that two entities are “affiliates” if one controls the other or if they are controlled by the same parent, according to the Competition Act control rules described in topic 11.

Asset acquisitions: 

Notification is required if:

  • The book value of the Canadian assets being acquired or the target’s gross revenues in or from Canada generated from the acquired assets exceeds C$96 million (as adjusted); and
  • The book value of both parties’ (together with their affiliates’) Canadian assets or both parties’ (together with their affiliates’) combined revenues from sales in, from or into Canada exceeds C$400 million.

Acquisition of voting shares: 

Notification is required if:

  • As a result of the proposed acquisition, the acquirer’s (together with its affiliates’) ending share ownership would exceed 20% (if the target is public) or 35% (if private) of the voting shares of the target or, if the acquirer’s (together with its affiliates’) share ownership was already above these thresholds, its ending share ownership would exceed 50% of the target; and
  • The book value of the target’s (and its subsidiaries’) Canadian assets or the target’s (and its subsidiaries’) gross revenues in or from Canada exceeds C$96 million (as adjusted); and
  • The book value of both parties’ (together with their affiliates’) Canadian assets or both parties’ (together with their affiliates’) combined revenues from sales in, from or into Canada exceeds C$400 million.

Amalgamation of two or more entities:

Notification is required if:

  • At least two of the merging parties (together with their affiliates) have Canadian assets or gross revenues in or from Canada generated from the acquired assets exceeds C$96 million (as adjusted); and
  • The book value of the target’s (and its subsidiaries’) Canadian assets or the target’s (and its subsidiaries’) gross revenues in or from Canada exceeds C$96 million (as adjusted); and
  • The book value of both parties’ (together with their affiliates’) Canadian assets or both parties’ (together with their affiliates’) combined revenues from sales in, from or into Canada exceeds C$400 million.

Unincorporated combination, such as a non-corporate joint venture:

Notification is generally required if:

  • As a result of the proposed combination, the acquirer’s (together with its affiliates’) ending entitlement to the combination’s profits or assets on dissolution would exceed 35% or, if the acquirer’s (together with its affiliates’) entitlement was already above 35%, its ending entitlement would exceed 50%; and
  • The book value of the target’s (and its subsidiaries’) Canadian assets or the target’s (and its subsidiaries’) gross revenues in or from Canada exceeds C$96 million (as adjusted); and
  • The book value of both parties’ (together with their affiliates’) Canadian assets or both parties’ (together with their affiliates’) combined revenues from sales in, from or into Canada exceeds C$400 million.
Market share thresholds

N/A

Value of transaction thresholds

N/A

Assets requirements

See turnover threshold above.

Other

As stated above with respect to the turnover threshold, a general “size of parties” threshold of C$400 million (not subject to indexation) applies to all types of transactions. An additional “size of target” threshold that is currently C$96 million (adjusted annually) applies differently depending on the type of transaction in question.


GERMANY
Confirmed up-to-date: 21/01/2021

Turnover thresholds

A notification must be filed if in the last business year preceding the concentration

  1. the combined aggregate worldwide turnover of all the undertakings concerned was more than EUR 500 million, and
  2. the turnover in Germany of at least one undertaking concerned was more than EUR 50 million and that of another undertaking concerned was more than EUR 17.5 million.

Even if the turnover thresholds are not met, a notification is required if the conditions of the – subordinate – ”value of the transaction threshold” (see below) are met.

Market share thresholds

See under “other” below.

Value of transaction thresholds

A notification must be filed if in the last business year preceding the concentration

  1. the combined aggregate worldwide turnover of all the undertakings concerned was more than EUR 500 million, and
  2. the turnover in Germany of one undertaking concerned was more than EUR 50 million and
  3. neither the target undertaking nor any other undertaking concerned achieved a turnover in Germany of more than EUR 17.5 million, and
  4. the consideration for the acquisition exceeds EUR 400 million and
  5. the target undertaking has substantial operations in Germany.

Note that the FCO published together with the Austrian competition authority a joint guidance paper on the application of the transaction value threshold (see topic 3).  

Assets requirements

N/A

Other

The FCO can order an undertaking to notify any concentration in one or more specific economic sectors for a period of three years if

  1. the undertaking receiving the order had a worldwide turnover of more than EUR 500 million in the last business year, and
  2. there are objective reasons to assume that future concentrations could significantly impede effective competition in Germany in the economic sectors(s) concerned, and 
  3. the undertaking receiving the order has a share of supply or demand of at least 15% in Germany in the economic sector(s) concerned.

The order to notify only relates to concentrations where

  1. the target had worldwide turnover of more than EUR 2 million in the last business year, and
  2. the target generated more than 2/3 of its turnover in Germany.

An order by the FCO would require that the FCO has previously conducted a sector enquiry regarding at least one of the economic sectors concerned. 


HUNGARY

Turnover thresholds

There are two set of thresholds under Hungarian law: one is purely turnover based whilst the other one is a mixed one, consisting of a turnover related and a competitive assessment related pillar. 

Under  Article 24 (1) of the Hungarian Competition Act a merger must be notified to the GVH if

  1. the aggregate turnover in Hungary of all of the undertakings concerned exceeded HUF 15 billion in the previous business year and
  2. at least two undertakings concerned have each achieved turnovers in Hungary over HUF 1 billion in the previous business year.

If a merger does not qualify as notifiable under Article 24 (1) of the Hungarian Competition Act, it still has to be reviewed whether the thresholds under Article 24 (4) of the Hungarian Competition Act are met. As mentioned, this second set of thresholds consists of one turnover related and one market assessment related part. 

Under Article 24 (4) of the Hungarian Competition Act, a merger must be notified to the GVH if 

  1. the aggregate turnover in Hungary of all undertakings concerned exceeded HUF 5 billion in the previous business year and 
  2. it is not obvious that the merger will not substantially lessen competition in particular by the creation or re-enforcement of a dominant position.
Market share thresholds

N/A (but see under "other" below)

Value of transaction thresholds

N/A

Assets requirements

N/A

Other

As mentioned above, one part of the two-limbs threshold under Article 24 (4) of the Hungarian Competition Act is the condition that ”it is not obvious that the merger will not substantially lessen competition”. The parties to a transaction that otherwise fulfils the turnover related threshold under Article 24 (4) must therefore undertake a self-assessment exercise and review whether it is possible to conclude that it is obvious that the merger will not substantially lessen competition. In order to assist this self-assessment, the GVH has published a notice on the circumstances under which an undertaking can comfortably conclude that the given transaction will obviously not lead to a substantial lessening of competition. The main learnings from the GVH’s notice may be summarised, as follows: 

The GVH presumes that “obviously” no SLC arises, if:

  1. the merger would not lead to any horizontal, vertical or portfolio (conglomerate) effects;
  2. in a horizontal merger, the parties’ joint market share remains less than 20%;
  3. in a horizontal merger, the market share increment remains to be insignificant (a few percentages);
  4. in a vertical or portfolio merger, the market share of any of the parties in any of the related markets remains below 30%.

Moreover, the GVH is open for confidential guidance discussions with the parties involved in the merger where the parties may obtain a feedback on whether the merger needs to be notified to the authority. However, this feedback is not legally-binding.


INDIA
Confirmed up-to-date: 08/01/2021

Turnover thresholds

All transactions (including foreign-to-foreign transactions) that exceed the thresholds under the Competition Act are required to be notified to the CCI. The analysis of the thresholds consist of asset and turnover assessment, which is a three-pronged test, the first of which is based solely on the assets and turnover of the target whereas the second and the third limbs are based on the assets and turnover of the parties and their ‘group(s)’, respectively. 

A transaction must be notified if the transaction is not exempt under the Small Target Exemption and the thresholds in either the Parties Test or the Group Test are met:

Small Target Exemption: 

A merger is exempt from notification to the CCI if the value of assets of the target in India does not exceed INR 3.5 billion or the value of the turnover of the target does not exceed INR 10 billion, respectively. This exemption is available pursuant to the notifications issued by the Ministry of Corporate Affairs dated 4 March 2011, 4 March 2016 and 29 March 2017. At present, this exemption is available until 27 March 2022.

Jurisdictional Thresholds:

Parties Test: The parties (i.e. the legal persons directly involved in the transaction) have combined assets in India of INR 20 billion or a combined turnover in India of INR 60 billion; or the parties have combined worldwide assets of USD 1 billion including combined assets in India of INR 10 billion or a combined worldwide turnover of USD 3 billion including a combined turnover in India of INR 30 billion.

Group TestThe group (i.e. the group that the parties will belong to after the transaction, including the parties, their ultimate parent(s) and all entities directly or indirectly controlled by the ultimate parent(s)) has assets in India of INR 80 billion or a turnover in India of INR 240 billion rupees; or the group has worldwide assets of USD 4 billion including assets in India of INR 10 billion or a worldwide turnover of USD 12 billion including a turnover in India of INR 30 billion.

Market share thresholds

N/A

Value of transaction thresholds

N/A

The draft Competition Amendment Bill, 2020 (still under review) has proposed the inclusion of a deal value based threshold under the Competition Act.  

Assets requirements

See turnover thresholds above.

Other

N/A


INDONESIA
Confirmed up-to-date: 21/01/2021

Turnover thresholds

A Merger would trigger a notification to KPPU if the total Indonesian turnover of the merged entity exceeds IDR 5 trillion. This applies for both share and asset transactions. For details of the calculation please see topic 21.

Market share thresholds

N/A

Value of transaction thresholds

Please see asset requirements below.

Assets requirements

A Merger, either a share or an asset transaction, would trigger a notification to the KPPU if the worldwide asset value of the merged entity exceeds IDR 2.5 trillion, provided that there is a local nexus. Please see the definition of local nexus test in topic 21. 

It is worth noting that the merged entity for calculating the asset threshold in a share transaction that results in sole control over the Target by the acquirer refers to the following parties:

  1. The Purchaser/surviving company;
  2. The Companies that are either directly or indirectly controlling the Purchaser/surviving company (Purchaser/surviving’s parent company, grandparent company, and so on until the ultimate parent company) or controlled by the Purchaser/surviving company (Purchaser/surviving company’s subsidiary, Purchaser/surviving company’s sub-subsidiary, and so on until the ultimate subsidiaries);
  3. Companies that are directly or indirectly controlled by the same ultimate parent company of the Purchaser/surviving company (Purchaser/surviving company’s sister companies);
  4. The Target company;
  5. Companies that are either directly or indirectly controlled by the Target/non-surviving Company (Target/non-surviving Company’s subsidiary, Target/non-surviving Company’s sub-subsidiary, and so on until the ultimate subsidiaries).

On the other hand, there is no clarity under KPPU Regulation 3/2019 on how to calculate the asset threshold for an asset acquisition. However, based on a discussion with the KPPU, the statutory threshold for an asset transaction will include the asset’s value of the acquirer’s group and the acquired assets as recorded in the seller’s financial statement. If, however, the acquired asset value is not recorded in the seller’s financial statement, the KPPU will look at the value of the transaction.

Please note that, however, the above view is still subject to the implementing guidelines that has yet to be issued by the KPPU.

Other

N/A


JAPAN
Confirmed up-to-date: 22/10/2020

Turnover thresholds

Merger notification rules are different for each type of transaction. The thresholds are based on the total domestic turnover of the merging parties or domestic turnover generated from a business or asset to be purchased (in the case of business/asset transfer transaction). In addition, in the case of share acquisition, the threshold of voting rights ratio is applied.

(As stated in topic 25 the JFTC may request a notification and oppose a merger even if the thresholds are not met.)

Share acquisitions:

Notification is required if:

  1. the total domestic turnover of the acquiring company group exceeds JPY 20 billion;
  2. the total domestic turnover of the target company and its subsidiaries exceeds JPY 5 billion; and
  3. the ratio of total voting rights pertaining to shares of the target company held by the acquiring company group exceeds 20% or 50%.

Mergers:

Notification is required if:

  1. the total domestic turnover of one of the company groups participating in the merger exceeds JPY 20 billion; and
  2. the total domestic turnover of one of the other company groups participating in the merger exceeds JPY 5 billion.

Company splits:

A company split is a transaction whereby a company transfers all or part of its rights and obligations to another company. This is qualified as an absorption-type company split when the other company (the absorbing company) is an existing entity. When two or more companies transfer their rights and obligations to another company which is established as a newly incorporated entity for the purpose of the transaction, this is called a joint incorporation-type company split (click here for JFTC's illustration).

These two types of company splits may trigger merger filing but the applicable thresholds are different depending on the types of corporate splits:

There are two types of company splits which may subject to merger filing; ‘joint incorporation-type company splits’ which mean causing the company incorporated in a company split to succeed to all or part of the rights and obligations that one or multiple companies hold in connection with their business undertakings and ‘absorption-type company splits’ which mean causing another company to succeed to all or part of the rights and obligations that a company holds in connection with its business undertakings. The thresholds are different for these types.

In the case of joint incorporation-type company splits, notification is required if any of the following conditions are met:

  1. the total domestic turnover of one of the company groups splitting all of its business exceeds JPY 20 billion and the total domestic turnover of another company group splitting all of its business exceeds JPY 5 billion;
  2. the total domestic turnover of one of the company groups splitting all of its business exceeds JPY 20 billion and the total domestic turnover of another company group splitting a substantial part of its business exceeds JPY 3 billion;
  3. the total domestic turnover amount of one of the company groups splitting all of its business exceeds JPY 5 billion and the total domestic turnover of another company group splitting a substantial part of its business exceeds JPY 10 billion; or
  4. the total domestic turnover amount of one of the company group splitting a substantial part of its business exceeds JPY 10 billion and the total domestic turnover of another company group splitting a substantial part of its business exceeds JPY 3 billion.

In the case of absorption-type company splits, notification is required under the following conditions.

  1. the total domestic turnover of one of the company groups splitting all of its business exceeds JPY 20 billion and the total domestic turnover of the absorbing company group exceeds JPY 5 billion;
  2. the total domestic turnover of one of the company groups splitting all of its business exceeds JPY 5 billion and the total domestic turnover of the absorbing company group exceeds JPY 20 billion;
  3. the total domestic turnover amount of one of the company groups splitting a substantial part of its business exceeds JPY 10 billion and the total domestic turnover of the absorbing company group exceeds JPY  billion; or
  4. the total domestic turnover of one of the company groups splitting a substantial part of its business exceeds JPY 3 billion and the total domestic turnover of the absorbing company group exceeds JPY 20 billion.

Joint share transfers:

Joint share transfers mean any transfer whereby one or multiple companies cause all of its issued shares to be acquired by a newly incorporated company. Notification is required if:

  1. the total domestic turnover of one of the company groups participating in the joint share transfer exceeds JPY 20 billion; and
  2. the total domestic turnover of one of the other company groups participating in the joint share transfer exceeds JPY 5 billion.

Acquisition of business or assets:

Notification is required if:

  1. the total domestic turnover of one of the acquiring company groups exceeds JPY 20 billion; and
  2. the transaction involves any of the following: (i) acquiring all business of the transferring company whose domestic turnover exceeds JPY 3 billion; or (ii) acquiring a substantial part of the business or the whole or a substantial part of the fixed assets for business of the transferring company, and the domestic turnover of such acquired parts exceeds JPY 3 billion.
Market share thresholds

N/A

Value of transaction thresholds

None for mandatory filing system.  Please see the answer to topic 8 regarding voluntary notification system for an acquisition with large transaction value.

Assets requirements

See turnover threshold above.

Other

N/A


MALAYSIA
Confirmed up-to-date: 21/01/2021

Turnover thresholds

There are no thresholds that decide whether a merger notification must be filed as filing is voluntary under both the Malaysian Aviation Commission Act and the Communications and Multimedia Act 1998.

However, there are specific turn over thresholds under the Guidelines on Notification and Application Procedure for an Anticipated Merger or a Merger issued pursuant to the Malaysian Aviation Commission Act to assist merging parties to determine whether to submit a voluntary filing to the Malaysian Aviation Commission.

Market share thresholds

There are no thresholds that decide whether a merger notification must be filed as filing is voluntary under both the Malaysian Aviation Commission Act and the Communications and Multimedia Act 1998. 

However, the Guidelines on Mergers and Acquisitions issued pursuant to the Communications and Multimedia Act 1998 states that voluntary filing to the Malaysian Communications and Multimedia Commission may be relevant where one of the parties is in a dominant position or where the transaction will create a dominant position. A market share of 40% or more is stated to be indicative of dominance. 

Value of transaction thresholds

N/A

Assets requirements

N/A

Other

There are no thresholds that decide whether a merger notification must be filed as filing is voluntary under both the Malaysian Aviation Commission Act and the Communications and Multimedia Act 1998. 

However, the Guidelines on Mergers and Acquisitions issued pursuant to the Communications and Multimedia Act 1998 states that voluntary filing to the Malaysian Communications and Multimedia Commission may be relevant where one of the parties is subject to investigations by the Malaysian Communications and Multimedia Commission and/or where there is significant cross shareholding between the merging parties.


MEXICO
Confirmed up-to-date: 01/12/2020

Turnover thresholds

If none of the exemptions in topic 20 are relevant, a merger notification must be filed if:

  1. the transaction results in the acquisition in Mexico of at least 35% of the total assets or capital stock of an economic agent whose total assets or sales in Mexico exceed 18 million times the daily measurement and update unit applicable for the relevant year (for the calculation of this threshold, the seller’s assets, and not only those of the target, may need to be considered); or
  2. the transaction results in the acquisition in Mexico of assets or capital stock priced in excess of 8.4 million times the daily measurement and update unit applicable for the relevant year, provided that the joint assets or annual sales in Mexico of the economic agents involved in the transaction amount to at least to 48 million times the daily measurement and update unit applicable for the relevant year. (For this second threshold, and for purposes of the first prong, the assets and capital stock that should be considered are those of the target. For purposes of the second prong of the threshold, assets/sales of the participants that should be taken into account are the ones of the economic interest groups of the parties involved in the transaction, regardless whether the other entities or businesses of the economic interest group are parties in the merger. For purposes of such calculation, the Mexican assets and turnover of all entities that control, or are controlled by, or are under the common control of, the seller (and not only the target) and the buyer should be considered.) 

The value of the measurement and update unit (UMA, for its acronym in Spanish) is revised every year, so the parties need to review the National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía) website (https://www.inegi.org.mx/temas/uma/) for the applicable daily value of such unit at the time of the relevant merger.

Market share thresholds

N/A

Value of transaction thresholds

If none of the exemptions in topic 20 are relevant, a merger notification must be filed if the price allocated to the Mexican assets or entities acquired as part of the transaction exceeds 18 million times the daily measurement and update unit applicable for the relevant year.

Assets requirements

Please refer to turnover and value of transaction thresholds above. 

Other

N/A


NEW ZEALAND
Confirmed up-to-date: 21/01/2021

Turnover thresholds

There are no thresholds for determining filing in New Zealand. The merger control regime is voluntary, and it is entirely up to the merging parties as to whether they file notification (subject to the caveat that it is illegal to make an acquisition that substantially lessens competition in a market in New Zealand without first obtaining approval from the Commerce Commission).

Market share thresholds

There are no thresholds for determining filing in New Zealand. The merger control regime is voluntary, and it is entirely up to the merging parties as to whether they file notification (subject to the caveat that it is illegal to make an acquisition that substantially lessens competition in a market in New Zealand without first obtaining approval from the Commerce Commission).

By way of guidance, the New Zealand Commerce Commission has two indicators where it considers a merger is less likely to raise competition concerns, therefore notification is less likely to be advisable: 

  1. where post-merger the three largest firms in the market have a combined market share of less than 70%, and the merged firm’s market share is less than 40%; and/or 
  2. where post-merger the three largest firms in the market have a combined market share of 70% or more, and the merged firm’s market share is less than 20%.

However, these are merely indicators rather than formal safe harbours.

Value of transaction thresholds

There are no thresholds for determining filing in New Zealand. The merger control regime is voluntary, and it is entirely up to the merging parties as to whether they file notification (subject to the caveat that it is illegal to make an acquisition that substantially lessens competition in a market in New Zealand without first obtaining approval from the Commerce Commission).

Assets requirements

There are no thresholds for determining filing in New Zealand. The merger control regime is voluntary, and it is entirely up to the merging parties as to whether they file notification (subject to the caveat that it is illegal to make an acquisition that substantially lessens competition in a market in New Zealand without first obtaining approval from the Commerce Commission).

Other

There are no thresholds for determining filing in New Zealand. The merger control regime is voluntary, and it is entirely up to the merging parties as to whether they file notification (subject to the caveat that it is illegal to make an acquisition that substantially lessens competition in a market in New Zealand without first obtaining approval from the Commerce Commission).


PHILIPPINES

Turnover thresholds

There are generally two thresholds that both must be met to trigger the obligation to file a merger notification in the Philippines. These are: 

Size of Party Test: this refers to the aggregate value of assets and revenues in, into or from the Philippines of the ultimate parent entity of any of the parties and all entities it controls. Currently, the threshold for Size of Party Test is PHP 5,600,000,000, and

Size of Transaction Test:  the size of the transaction pertains to the computation of the value of the assets being acquired and/or gross revenues generated by the assets being acquired, or of the acquired entity and entities it controls, depending on the type of transaction. Currently, the threshold for the Size of the Transaction Test would depend on whether the transaction involved is an asset acquisition, a share acquisition, or a joint venture transaction. Thus:

(a) Asset Acquisition

In case of asset acquisitions, which involve assets in the Philippines, the threshold is: 

  1. the aggregate value of the assets being acquired in the proposed transaction exceeds PHP 2,200,000,000.00, or
  2. the gross revenues generated in the Philippines by the assets exceed PHP 2,200,000,000.00. 

In case of acquisitions of assets outside of the Philippines, the following are the thresholds: 

  1. the aggregate value of the assets in the Philippines of the acquiring entity exceeds PHP 2,200,000,000.00, and
  2. the gross revenues generated in or into the Philippines by those assets acquired outside of the Philippines exceed PHP 2,200,000,000.00.

In case of acquisitions of assets inside and outside of the Philippines, the following are the thresholds: 

  1. the aggregate value of the assets in the Philippines of the acquiring entity exceeds PHP 2,200,000,000.00, and
  2. the aggregate gross revenues generated in or into the Philippines by assets acquired in the Philippines and any assets acquired outside the Philippines collectively exceed PHP 2,200,000,000.00. 

(b) Share Acquisition

In case of share acquisition, the threshold is if the entity or entities acquiring the shares, together with their affiliates, would own voting shares of the corporation that, in the aggregate, carry more than the following percentages of the votes attached to all the corporation’s outstanding voting shares: 

  1. 35%, or
  2. 50%, if the entity or entities already own more than 35% before the proposed acquisition. 

(c) Formation of Joint Venture

In a formation of the joint venture, the following are the thresholds: 

  1. the aggregate value of the assets that will be combined in the Philippines or contributed into the proposed joint venture exceeds PHP 2,200,000,000.00, or
  2. the gross revenues generated in the Philippines by assets to be combined in the Philippines or contributed into the proposed joint venture exceed PHP 2,200,000,000.00.

In the case of a formation of a joint venture through acquisition of shares in an existing corporation or joint venture company, the assets to be combined or contributed through such acquisition will include assets or gross revenues generated by such assets of the existing corporation or joint venture company.

Market share thresholds

N/A

Value of transaction thresholds

See discussion above under the turnover threshold on the Size of Transaction test, which would depend on whether the transaction involved is an asset acquisition, a share acquisition, or a joint venture transaction.

Assets requirements

See discussion above under the turnover threshold on the Size of Party and Size of Transaction tests.

Other

See discussion above under the turnover threshold on the Size of Transaction tests with respect to the acquisition of voting shares of a corporation, or of an interest in a non-corporate entity, which provides for other thresholds, i.e., the percentage of voting shares or percentage of interest in a non-corporate entity being acquired.


POLAND
Confirmed up-to-date: 21/01/2021

Turnover thresholds

A merger notification must be filed if:

  1. the combined worldwide turnover of all the undertakings involved in the financial year preceding the year of the notification exceeds EUR 1 billion; or 
  2. the combined Polish turnover of all the undertakings involved in the financial year preceding the year of the notification exceeds EUR 50 million.

It is important to note that under the de minimis exemption, even if either of the above thresholds are met, there is no obligation to notify a transaction if:

  1. in the case of an acquisition of control, the Polish turnover of the target and its subsidiaries did not exceed the equivalent of EUR 10 million in either of the two financial years preceding the notification;
  2. in the case of an acquisition of assets, the Polish turnover generated by the acquired assets did not exceed the equivalent of EUR 10 million in either of the two financial years preceding the notification;
  3. in the case of a merger and joint venture creation, the Polish turnover of any of the participants to a merger or joint venture did not exceed the equivalent of EUR 10 million in either of the two financial years preceding the notification; or
  4. in the case of a combined acquisition of control and acquisition of assets, the combined (i) Polish turnover of the target and its subsidiaries and (ii) Polish turnover generated by the acquired assets did not exceed the equivalent of EUR 10 million in either of the two financial years preceding the transaction.

Certain other types of transactions discussed in topic 20 are also exempted from the obligation to notify.

Market share thresholds

N/A.

Value of transaction thresholds

N/A.

Assets requirements

N/A.

Other

N/A.


RUSSIA
Confirmed up-to-date: 22/01/2021

Turnover thresholds

A merger control notification must be filed if the following filing thresholds are met (except for mergers and takeovers, incorporation of a company and joint ventures for which there are separate thresholds, see below):

  1. the worldwide aggregate turnover of the acquirer (with its group) and the target company (with its group) in the last business year exceeds RUB 10 billion; and
  2. the worldwide aggregate value of assets of the target company (with its group) according to the latest accounts exceeds RUB 400 million.

Please also see the asset requirements applicable in combination with turnover threshold in topic 14d.

With regard to mergers and takeovers, incorporation of a company and joint ventures the following filing thresholds should be met: the worldwide aggregate turnover of the parties (with their groups) in the last business year exceeds RUB 10 billion.

If target is a foreign company,there is an exemption/additional threshold (i.e. if target with its group does not exceed this additional threshold, there is no filing obligation): target group’s supplied goods to Russia exceeds RUB 1 billion during the year preceding the transaction closing. However, if a foreign target company has a Russian subsidiary or Russian assets, the RUB 1 billion threshold is not applicable and the transaction is subject to merger clearance, if the above filing thresholds are met.

Market share thresholds

N/A

Value of transaction thresholds

N/A

Assets requirements

A merger control notification must be filed if the following filing thresholds are met (except for mergers and takeovers, incorporation of a company and joint ventures for which there are separate thresholds, see below):

  1. the worldwide aggregate value of assets of the acquirer (with its group) and the target company (with its group) according to the latest accounts exceeds RUB 7 billion; and
  2. the worldwide aggregate value of assets of the target company (with its group) according to the latest accounts exceeds RUB 400 million; 

Please also see the turnover requirements applicable in combination with asset threshold in topic 14a.

With regard to mergers and takeovers, incorporation of a company and joint ventures the following filing threshold should be met: the worldwide aggregate value of assets of the parties (with their groups) according to the latest accounts exceeds RUB 7 billion;

If target is a foreign company, there is an exemption/additional threshold (i.e. if target with its group does not exceed this additional threshold, there is no filing obligation): target group’s supplied goods to Russia exceeds RUB 1 billion during the year preceding the transaction closing. However, if a foreign target company has a Russian subsidiary or Russian assets, the RUB 1 billion threshold is not applicable and the transaction is subject to merger clearance, if the above filing thresholds are met.

Other

N/A


THAILAND

Turnover thresholds

A merger notification must be filed if the annual turnover of any or the combined annual turnover of all the business operators involved in a merger is at least THB 1 billion. For the purpose of calculating annual turnover of a business operator, the turnover of all entities sharing a common source of control, and therefore considered as a single economic entity, shall be included.  

Pre-merger approval by the TCC is required if an intended merger meets the aforesaid turnover threshold and the intended merger would result in monopoly or dominant position. For this purpose, a business operator is considered to be a monopoly if it is the sole business operator in a particular market and it has the absolute power to determine the price and supply of its goods and services. On the other hand, a business operator is considered to be in a “dominant position” if it is either: (a) a business operator holding a market share of at least 50%; or (b) one of the top three business operators with a collective market share of at least 75%, unless its market share is less than 10%. 

Post-merger notification is required if the merger would result in the substantial reduction of competition in a given market. The TCC deems that there is “substantial reduction of competition” if the annual turnover of any or the combined annual turnover of all the business operators involved in a merger is at least THB 1 billion, but the intended merger would not result in monopoly or dominance.

Market share thresholds

Please see the turnover threshold above. 

Value of transaction thresholds

N/A

Assets requirements

In relation to an asset acquisition, where the business operators involved meet the turnover thresholds prescribed by the TCC (see the turnover threshold above), the acquisition by a business operator of assets exceeding 50% of the total value of assets used by another in the ordinary course of business would trigger pre-merger approval.

Other

In relation to a share acquisition where the business operators involved meet the turnover thresholds prescribed by the TCC (see response to topic 14(a)), the acquisition by a business operator of either (a) shares, warrants, or other securities convertible into shares representing more than 25% of the voting rights in another business operator that is a publicly listed company; or (b) shares representing more than 50% of the voting rights in another business operator that is not a publicly listed company would trigger pre-merger approval.


U.S.
Confirmed up-to-date: 16/10/2020

Turnover thresholds

Also see topic 21 about requirement of assets/turnover in the U.S. for transactions involving foreign businesses.

Market share thresholds

N/A

Value of transaction thresholds

Size-of-Transaction: 

The Size-of-Transaction threshold requires that the value of the acquisition is over USD 94 million. For an acquisitions of voting securities, the acquiring person’s current holdings of the acquired entity must be aggregated with those being acquired in the upcoming acquisition. An additional filing is required each time the acquiring person crosses the following thresholds:

  1. Voting securities valued at greater than USD 94 million but less than USD 188 million;
  2. Voting securities valued at USD 188 million or greater but less than USD 940.1 million;
  3. Voting securities valued at USD 940.1 million or greater;
  4. 25% of the voting securities, if the 25% is valued at greater than USD 1.8802 billion;
  5. 50% of the voting securities of an issuer, if the 50% is valued at greater than USD 94 million; 

Once the 50% threshold is crossed, subsequent acquisitions of securities of that acquired entity are exempt.  

Note that after a period of five years following the submission of a notification for a minority acquisition of voting securities, the thresholds reset and the acquiring person must file again for an acquisition valued in excess of USD 94 million. 

Size-of-Person:

If the value of the acquisition is greater than USD 376 million, only the Size-of-Transaction threshold applies and a filing is generally required, unless an exemption applies. If the value of the acquisition is USD 376 million or less, the Size-of-Person threshold must also be met. The Size-of-Person threshold is met if:

  1. the acquired person is engaged in manufacturing and has annual net worldwide sales or total worldwide assets of USD 18.8 million or more, and the acquiring person has total assets or annual sales of USD 188 million or more; 
  2. the acquired person is not engaged in manufacturing and has total worldwide assets of USD 18.8 million or more or annual net worldwide sales of USD 188 million or more, and the acquiring person has total worldwide assets or annual net worldwide sales of USD 188 million or more; or 
  3. the acquired person has annual net worldwide sales or total worldwide assets of USD 188 million or more, and the acquiring person has total worldwide assets or annual net worldwide sales of USD 18.8 million or more.

Importantly, the Size-of-Transaction and Size-of-Person thresholds discussed in this topic apply to acquiring and acquired ”persons,” meaning the ultimate parent entities (”UPEs”) of each of the acquiring and acquired entities. To determine the UPE of the acquired entity and acquiring entity, continue up the chain of control. Once a person or entity is reached that is not controlled by any other person or entity, that is the UPE. The Size of Transaction thus includes all acquisitions that are part of the transaction and are occurring between the relevant UPEs (or any entities controlled by the relevant UPEs). Likewise, the Size-of-Person thresholds apply to each of the UPEs’ worldwide total assets and worldwide annual sales (consolidating all entities controlled by each UPE). Note, thresholds are adjusted annually in February.

Assets requirements

See Size-of-Person threshold under the value of transaction threshold above.

Also see topic 21 about requirement of assets/turnover in the U.S. for transactions involving foreign businesses.

Other

N/A


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