On 17 November 2021, Ireland's Competition and Consumer Protection Commission (CCPC) announced some important changes to the procedure for notifying mergers and acquisitions to the CCPC under Part 3 of the Competition Act 2002. These changes take effect from 1 December 2021.
There are essentially five changes:
- where the merger or acquisition may relate to overlapping products or services (e.g. competitors merging), applicants are required, under sections 4.8, 4.9 and 4.10 of the revised Merger Notification Form, to provide the names and e-mail addresses of their top twenty largest customers, suppliers and competitors. This is a four-fold increase from the current top five customers, suppliers and competitors
- notifications, including supporting documentation, may only be submitted electronically and not in hard copy or by fax
- the "window" for submission to the CCPC of notifications will be shortened to 09.00-15.00 (Irish time) Monday to Friday inclusive (excluding public holidays)
- the CCPC announced that for "the purposes of determining the appropriate date under the Competition Act 2002 (as amended), where the notification and all supporting documents are not fully received by 15:00, the CCPC will consider the date of receipt of the notification to be the next working day"
- the CCPC's merger notification form and its guidance on procedures have been amended accordingly
The changes, while procedural, are significant. As many notifications are in gestation for some time, some of the changes could be disruptive for notifying parties planning to notify before the year end (e.g., having to provide the top 20 (instead of five) customers, suppliers and customers in certain circumstances). There will also be many situations where there are simply not 20 names for each category readily available (or available at all) and considerable research and data gathering may have to ensue.
The window for notification will shorten materially and clients on, for example, the west coast of the United States of America will probably have to give their final instructions on notifications the day before (or early their time) given the 15.00 (Irish time) window for filing. The changes will probably not affect the substantive analysis of transaction but they are important procedural changes.