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Process and timing
Is the notification process voluntary or mandatory?
Concentrations of major importance must be filed. However, notification is not required in the following cases as, pursuant to Section 6(4)(a) of the Control of Concentrations between Undertakings Law, a concentration is not deemed to arise:
- A credit or financial institution or an insurer whose normal activities include transactions and dealing in securities on its own account or on behalf of third parties temporarily holds securities that it has acquired in an undertaking with a view to reselling them, provided that the institution does not exercise voting rights in respect of those securities with a view to determining the competitive behaviour of that undertaking or provided that:
- it exercises voting rights only in order to facilitate the disposal of all or part of the undertaking, its assets or the securities; and
- any such disposal takes place within one year of the date of acquisition – a period which can be extended with the leave of the CPC.
- Control is exercised by a person authorised under the legislation relating to liquidation, bankruptcy or similar procedures.
- Investment companies carry out the concentration of undertakings between one or more persons already controlling at least one or more undertakings.
- Property is transferred due to death by a will or intestate devolution.
- The concentration is between two or more undertakings, each of which is a subsidiary of the same entity.
What timing requirements apply when filing a notification?
Although no deadline exists for filing a notification of a concentration of major importance, concentrations must be notified before their implementation, following the conclusion of the relevant agreement or the publication of the takeover or acquisition of a controlling interest.
Notification can take place before the conclusion of the act giving rise to the concentration, as long as the undertakings concerned have provided the Commission for the Protection of Competition with their good-faith intention:
- to conclude an agreement; or
- make an offer for a takeover or the acquisition of a controlling interest, following a public announcement of the intention or final decision to make such offer.
What form should the notification take? What content is required?
The notification of a concentration of major importance should include the information prescribed in the law. The notification must be made in Greek and be accompanied by various supporting documents and other information which can be in English, including:
- a copy of all final or most recent documents that brought about the concentration, either by agreement or following a public bid;
- in the case of a public bid, a copy of the public bid document;
- copies of the most recent annual reports and audited financial statements of all of the undertakings participating in the concentration;
- copies of reports or analyses prepared for the purposes of the concentration;
- a list and short description of the contents of all analyses, reports, studies and surveys that were prepared by or for any of the persons responsible for the notification, in order to evaluate or analyse the proposed concentration in relation to the market and competition conditions;
- details of the concentration (eg, the nature and scope of the concentration, the financial and structural details of the concentration and each undertaking’s turnover in Cyprus and worldwide);
- details of relationships of ownership and control between each participant in the concentration and the undertakings to which they are connected;
- personal and economic ties between each group of undertakings and any other undertaking operating within the affected market in which the group holds, among other things, at least 10% of the voting rights or shares; and
- a description and analysis of the affected relevant markets.
Is there a pre-notification process before formal notification, and if so, what does this involve?
No pre-notification process exists under applicable law.
Can a merger be implemented before clearance is obtained?
The Control of Concentrations between Undertakings Law expressly prohibits the partial or entire implementation of a concentration before clearance. Failure to clear a merger will result in administrative fines. In addition, the Commission for the Protection of Competition (CPC) can partially or wholly dissolve a concentration of major importance which has been implemented in violation of the undertakings’ obligation to notify the CPC of the concentration.
Where a notification is subject to a full investigation (Phase II), the undertakings concerned may apply to the CPC for temporary approval of the concentration, provided that the conditions laid down by the law are satisfied.
Guidance from authorities
What guidance is available from the authorities?
The Commission for the Protection of Competition (CPC) can be contacted for guidance regarding the application of the merger control legislation. However, no part of the guidance, where provided, is binding on or can prejudice the CPC in its assessment of a notified concentration.
What fees are payable to the authority for filing a notification?
Filing fees are fixed at €1,000. Where a concentration becomes subject to a full investigation (Phase II), the undertakings concerned must pay a €6,000 fee to the Commission for the Protection of Competition.
Publicity and confidentiality
What provisions apply regarding publicity and confidentiality?
The Commission for the Protection of Competition (CPC) will publish a description of all notifications in the Cyprus Official Gazette and on its website, indicating:
- the names of the participants;
- the nature of the concentration; and
- the economic sectors involved.
In so doing, the CPC will consider the legitimate interests of the affected undertakings and the protection of their business secrets, as far as possible. The CPC will also publish a non-confidential version of its decision in the Official Gazette and on its website. Undertakings may request that any part of the decision remain confidential and the CPC will decide whether the information should be treated as such.
The CPC, its board members and civil servants are all under a statutory duty of confidentiality. Pursuant to Section 48 of the Control of Concentrations between Undertakings Law, any person contravening the duty of confidentiality commits an offence punishable by up to six months’ imprisonment, a fine up to €1,500 or both.
Participants should indicate which information is confidential in their notification.
Are there any penalties for failing to notify a merger?
A concentration of major importance cannot be implemented unless previously notified to and cleared by the CPC.
The CPC may impose administrative penalties on undertakings if a concentration of major importance is partially or entirely implemented before receiving CPC clearance (gun jumping)..
An administrative fine of up to 10% of the aggregate turnover achieved by the notifying undertaking during the preceding financial year may be imposed for infringement. Additional administrative fines of €8,000 for each day that the infringement persists may also be applied.
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