Reforms to Ukraine's merger control regime came into effect on 18 May 2016 and apply to transactions completed on or after that date. The amendments abolish the existing 35% market share threshold and increase turnover thresholds, which are now triggered if:
- the parties' combined worldwide turnover or assets exceeds EUR 30 million (up from EUR 12 million) AND domestic turnover or assets of each of two parties exceed EUR 4 million (up from EUR 1 million which could be met by one party alone) OR
- target's domestic assets or turnover exceeds EUR 8 million AND buyer's worldwide turnover exceeds EUR 150 million OR
- in the case of the establishment of a JV, domestic assets or turnover of one of the parties exceeds EUR 8 million AND worldwide turnover of the other party exceeds EUR 150 million.
Thresholds are calculated at group level and include entities related by control. Not only do the changes include increased thresholds, but it is now essential that at least two parties have or the target has turnover or assets in Ukraine exceeding the threshold. Previously, it was sufficient for only one party to have turnover or assets in Ukraine exceeding EUR 1 million in order to trigger the filing requirement.
The changes also include a new pre-consultation mechanism with the competition authority and a simplified fast-track review procedure of 25 calendar days for qualifying transactions (for example, where only one party is active in Ukraine).
Further procedural changes were approved by the authority on 19 May 2016. Although not yet registered or published, these changes are expected to significantly simplify the preparation and review process for unproblematic transactions, and will enter into force immediately on publication.
Oksana Simonova, head of Baker & McKenzie's competition practice in Ukraine says, “These are positive changes which bring Ukraine's merger control regime more in line with the EU regime and also International Best Practice. We expect the number of deals which are subject to clearance in Ukraine to substantially reduce, allowing the authority to concentrate on transactions which may have a material impact on competition in Ukraine.