ICN Merger Workshop
March 10 – 11, 2009
Taipei, Taiwan
Panel I: Setting Notification Thresholds
“Determining Whether a Filing is
Required or Advisable”
1
European Commission
Notification Thresholds:
Combined worldwide turnover exceeding € 5 billion AND at least 2 parties each
have EU-wide turnover exceeding € 250 million
OR
Combined worldwide turnover exceeding € 2.5 billion AND combined turnover
exceeding € 100 million in at least 3 Member States AND turnover of each of at
least 2 parties exceeding € 25 million in same 3 Member States AND EU-wide
turnover of each of at least 2 parties exceeding € 100 million.
Parties’ Turnover:
Fantasy Beverage:
Just Energy:
worldwide € 5.7 billion
worldwide € 1.5 billion
EEA € 1.5 billion
EEA € 200 million
Notification Required:
No, but check Member States.
2
Korea, Czech Republic
KOREA
CZECH REP.
Notification Thresholds
Either party has worldwide turnover
exceeding KRW 100 billion (approx €
79 million) AND both parties have
turnover in Korea exceeding KRW 20
billion (€ 15.8 million)
Notification Thresholds
Combined net turnover in Czech Rep.
Exceeding CZK 1.5 billion (approx. €
54 million) AND each of at least 2
parties combined Czech Rep.
Turnover exceeding CZK 250 million
(approx. € 9 million)
Parties Turnover
Fantasy Beverage: € 25 million
Just Energy: € 10 million
Parties Turnover
Fantasy Beverage: € 30 million
Just Energy: € 60 million
Notification Required
No
Notification Required
Yes
3
Brazil
Notification Thresholds
Either party has at least 20% market share OR at least 1 party has gross
turnover in or into Brazil of at least BRL 400 million (approx. € 151 million)
Parties Turnover/Market Share
Fantasy Beverage: € 50 million
Market share: ??
Just Energy: € 30 million
Market share: ??
Notification Required
??
4
Slovenia
Market Share Test:
Combined aggregate annual turnover of all parties, including affiliates is more
than € 33.3 million before tax in the Slovenian market in each of the last two years
OR
Combined market share of the parties, including affiliates, exceeds 40% in
Slovenia, or on a substantial part of the Slovenian market.
Parties’ Market Share:
Fantasy Beverage: ??
Just Energy: ??
Notification Required:
??
5
Israel
Market Share Test:
Combined revenue in Israel exceeding ILS 150 million (approx. € 26.7 million) AND
each of at least 2 parties has revenue in Israel of ILS 10 million (approx. € 1.8
million)
OR
Combined market share exceeds 50%
OR
A party to the transaction is a monopoly
Parties Turnover
Fantasy Beverage: € 30 million
Just Energy: € 1 million
not notifiable based on turnover
Parties’ Market Share:
Fantasy Beverage: >50% energy bars, healthy snacks
Just Energy: <5% energy drinks; no other sales
Notification Required:
???
6
Austria
Notification Threshold:
Combined turnover at least € 300 million AND combined Austrian turnover
exceeding € 30 million AND each of at least 2 parties has worldwide turnover
exceeding € 5 million.
“De minimis exception”: No filing required if only 1 party has Austrian turnover
exceeding € 5 million AND combined worldwide turnover of other parties doesn’t
exceed € 30 million.
Parties’ Turnover:
Fantasy Beverage:
Just Energy:
worldwide € 5.7 billion
worldwide € 1.5 billion
Austrian € 0
Austrian € 50,000 sales +
representative office
Notification Required:
Yes
7
Ireland
Notification Threshold:
Worldwide turnover of each of at least 2 parties was at least € 40 million AND each
of at least 2 parties carries on business in any part of the island of Ireland AND
turnover in Ireland of at least 1 party of at least € 40 million
Parties’ Activity:
Fantasy Beverage: finance vehicle; internet sales (€ 2,000)
Just Energy: € 50 million turnover
Notification Required:
??
8
Russia
Notification Threshold:
The agreement concerns fixed productive assets and/or intangible assets, shares
in Russian companies or rights in Russian commercial organizations
AND
The agreement restricts or may restrict competition in the Russian Federation.
Parties’ Activity:
Fantasy Beverage: small bottling operation; no sales yet
Just Energy: € 100 million in sales
Notification Required:
??
9
Germany
Notification Threshold:
Combined worldwide turnover exceeding € 500 million
AND
Turnover in Germany of at least 1 party exceeding € 25 million
(New statute: Each of 2 parties at least € 5 million.)
Parties’ Turnover:
Fantasy Beverage:
Just Energy:
worldwide € 5.7 billion
worldwide € 1.5 billion
Germany € 50 million
Germany € 2 million
Notification Required:
Old threshold: Yes
New threshold: No
10
Argentina, Poland
ARGENTINA
POLAND
Notification Thresholds
Combined turnover in Argentina
exceeding ARS 200 million (approx. €
47 million) AND value of local assets
exceeding € 4.7 million
Notification Thresholds
Combined worldwide turnover
exceeding € 1 billion OR combined
turnover in Poland exceeding € 50
million
IF target’s revenues in Poland exceed
€ 10 million in each of last 2 years
Parties Turnover
Fantasy Beverage: € 50 million
Local Assets: ??
Just Energy: € 1 million
Local Assets: ??
Parties Turnover
Fantasy Beverage: € 60 million
in Poland
Just Energy: € 4 million
in Poland
Notification Required
??
Notification Required
No
11
Turkey
Notification Threshold/Market Share Test:
Combined market share in Turkey exceeding 25%
OR
Combined turnover in Turkey exceeding NTL 25 million (approx. € 14 million)
Parties’ Turnover/Market Share:
Fantasy Beverage: € 16 million
Just Energy: € 0
Notification Required:
Yes
12