Mergers procedures

Notification is mandatory for all concentrations with a Community dimension.  Such concentrations shall not be implemented either before its notification or until it has been declared compatible with the common market pursuant to a Commission decision.

Notification should take place either following conclusion of the agreement, announcement of a public bid, acquisition of control, or after manifestation of a good faith intent to do so.

Further information can be found here.

In principle, the Commission only examines larger mergers with an EU dimension that reach certain turnover thresholds  (See Article 1 of the EU Merger Regulation):

There are two alternative ways to reach turnover thresholds for EU dimension.

The first alternative requires:

1. a combined worldwide turnover of all the merging firms over €5 000 million, and
2. an EU-wide turnover for each of at least two of the firms over €250 million.

The second alternative requires:

1. a worldwide turnover of all the merging firms over €2 500 million, and
2. a combined turnover of all the merging firms over € 100 million in each of at least three Member States,
3. a turnover of over €25 million for each of at least two of the firms in each of the three Member States included under ii, and
4. (EU-wide turnover of each of at least two firms of more than €100 million. In both alternatives, an EU dimension is not met if each of the firms archives more than two thirds of its EU-wide turnover within one and the same Member State.

Smaller mergers which do not have an EU dimension may fall instead under the remit of Member States' competition authorities.

If the merger meets certain conditions defined in the Notice on Simplified Procedure, the merger will typically not give rise to significant competition problems: the merger review is therefore done by a simplified procedure, involving a routine check. Otherwise, the Commission carries out a full investigation.

After notification, the Commission has 25 working days to analyse the deal during a phase I investigation. More than 90% of all cases are resolved in Phase I, generally without remedies.

There are two main conclusions of a phase I investigation:

1. The merger is cleared, either unconditionally or subject to accepted remedies; or
2. The merger still raises competition concerns and the Commission opens a phase II investigation.

Phase II is an in-depth analysis of the merger's effects on competition and requires more time. A Phase II investigation is opened when the case cannot be resolved in Phase I.

From the opening of a Phase II investigation, the Commission has 90 working days to make a final decision on the compatibility of the planned transaction with the EU Merger Regulation.  Extensions of either 15 or 20 working days can be granted.

• Working Arrangements for the functioning of the Advisory Committee on concentrations
• Organisation of and participation in Advisory Committee meetings by video-link

If the Commission has concerns that the merger may significantly affect competition, the merging companies may offer remedies (“commitments”), i.e. propose certain modifications to the project that would guarantee continued competition on the market. Companies may offer remedies in phase I or in phase II.

Following the phase II investigation, the Commission may either:

1. Unconditionally clear the merger; or
2. Approve the merger subject to remedies; or
3. Prohibit the merger if no adequate remedies to the competition concerns have been proposed by the merging parties.

Final Public versions of decisions are published in the Official Journal. Please consult the Guidance on the preparation of public versions of Commission Decisions Adopted under the Merger Regulation

All decisions and procedural conduct of the Commission are subject to review by the General Court and ultimately by the Court of Justice.

Consulting case-related information

The status of merger notifications, deadlines and published documents (such as decisions or press releases) can be consulted for all notified mergers on the competition website.

In accordance with Article 18(1) and (3) of the Merger Regulation and Article 17(1) of the Merger Implementing Regulation, the notifying parties will be given access to the Commission's file upon request at every stage of the procedure following the notification of the Commission's objections up to the consultation of the Advisory Committee.

For more details click here.