The Competition and Consumer Protection Commission (CCPC) has today published its annual statistics detailing the number of merger and acquisitions notified and assessed in 2019. All mergers and acquisitions which reach certain financial thresholds must be notified. The CCPC’s role is to examine whether any potential transaction could result in the substantial lessening of competition in markets for goods and services in the State.
- 47 mergers were notified in 2019 (a 52% decrease from 2018).
- 49 determinations were issued, 4 of which required commitments to secure approval.
- 9 notifications required an extended Phase 1 review, 2 of which required a Phase 2 investigation.
- Healthcare, real estate and information and communications were the most prominent sectors in 2019.
- For non-extended Phase 1 investigations, the CCPC took on average 24.7 working days to issue a determination.
On January 1 2019, the financial thresholds at which notification of a merger or acquisition to the CCPC is required were increased. This resulted in a reduction in the number of notifications of relatively small transactions in sectors such as motor fuel (retail/wholesale) and groceries (retail/wholesale). Previously these transactions would have been notified to the CCPC but were not likely to raise competition concerns.
Commenting on the publication of the 2019 statistics, Brian McHugh, Member of the Commission said: “2019 saw significant changes within the merger regime in Ireland as the implementation of the new higher merger financial thresholds resulted in a substantial reduction in the number of mergers notified. The reduced number of notifications reflect the goal of removing transactions which are unlikely to raise competition concerns from mandatory notification. This reduces the regulatory burden on Irish businesses and allows the CCPC to focus resources on transactions which are more likely to raise competition issues.
Speaking about the year ahead, Brian McHugh said “One key element of a merger regime is the need to ensure efficiency. It is important that businesses have the confidence that notifications will be dealt with in a timely manner, in particular where no significant competition issues arise. In this regard we have announced our intention to introduce a simplified merger procedure (SMP) and we have completed our consultation on the implementation. It is intended that the SMP regime will commence by the end of Q1 2020. We expect that this change will deliver further efficiency benefits for businesses through a reduced notification burden and speedier decision timelines.
Under Irish competition law it is a criminal offence to implement a notifiable merger without first securing clearance from the CCPC. 2019 also saw Ireland’s first criminal prosecution involving “gun-jumping” in a merger. Following an investigation by the CCPC Armalou Holdings Limited and Airfield Villas Limited pleaded guilty in Dublin Metropolitan District Court to illegally putting into effect a business merger without first notifying the CCPC.
Stressing the need for businesses to be aware of their obligations, Brian McHugh said ‘Compliance with the merger regime is an important aspect of the work of the CCPC. It ensures consumers are protected from mergers that have considerable potential to harm the market and consumers. As part of this role the CCPC welcomes the first prosecution and guilty pleas for gun jumping conduct in Ireland. And I would like to take this opportunity to strongly remind businesses and legal practitioners, that failing to notify a transaction can mean it is deemed void and there can be significant penalties, so it is essential that merging parties comply.”
A copy of the CCPC’s Merger & Acquisition Report for 2019 is available on ccpc.ie or by clicking here.