The Italian Competition Authority (the Antitrust Authority) has updated its merger control turnover thresholds. Effective from 17 September, Section 16(1) of Law no. 287 of 10 October 1990 requires prior notification of all mergers and acquisitions where either:
- Aggregate turnover in Italy of all undertakings involved is above €474 million; or
- Aggregate turnover in Italy of the target company is above €47 million.
No notification is required if the target is a foreign company that did not generate any turnover in Italy in the last three years and is not expected to do so as a result of the merger or acquisition.
Italy’s merger control thresholds are adjusted annually to take into account increases in the gross domestic product deflator index. The updated thresholds are published in the Antitrust Authority’s Bulletin once the index is announced officially.
As indicated in our previous On The Subject of 23 May 2012, as of 1 January 2013:
- The Italian merger control thresholds will be cumulative rather than alternative. In other words, the aggregate turnover in Italy of all undertakings concerned exceeds €474 million and the Italian turnover of the target exceeds €47 million;
- The current mandatory merger control filing fee (i.e., 1.2 per cent of the value of the transaction when the value is between €3,000 and € 60,000) will be replaced by a mandatory fee of 0.08 per thousand of the turnover (up to € 400,000) - regardless of whether or not a transaction is filed - applicable to all companies with a turnover exceeding €50 million. The fee must be paid by 30 October 2012 for the first year, and 31 July 2013 for subsequent years.