By a decision adopted on 7 March 2018 and published in its Bulletin of 12 March 2018, the Italian Competition Authority has updated the thresholds for merger notification, adjusting them to the inflation rate. The new thresholds are now as follows:
- aggregate turnover of all merging firmsin Italy exceeding €495 million (up from the previous €492 million);
- aggregate domestic turnover of each of at least two of the undertakings concerned exceeding €30 million (unchanged).
The new thresholds are applicable as from the day of publication in the Bulletin, i.e. as from 12 March 2018.
While this is a “routine” adjustment, it is worth recalling that in August 2017 the Italian Competition Authority had responded to the criticism that the notification thresholds were too high by significantly reducing the second limb of the test. Until then, the thresholds applied were: i) combined aggregate domestic turnover of all the undertakings concerned exceeding €499 million; and ii) aggregate domestic turnover of the undertaking to be acquired exceeding €50 million.
The second limb was reduced from €50 million to €30 million. The test was also recast to match the EU Merger Regulation, by reference to “at least two of the undertakings concerned,” rather than to the target.
Just as under the EU Merger Regulation, the obligation to notify a concentration is triggered even if the turnover in Italy of the target is below €30 million in cases where the transaction involved two other undertakings with individual turnover in Italy of above €30 million.
This approach requires particular care in cases involving joint ventures or joint acquisitions since the merger control test can be triggered even if the target itself has very few sales in Italy but where two or more other undertakings are concerned each has turnover in Italy above €30 million.