Statutory merger meaning

This checklist sets out when a deal will be treated as a 'relevant merger situation' and come within UK merger control under the Enterprise Act 2002. A 'relevant merger situation' arises only if all three conditions below are satisfied: two or more enterprises (or businesses) must 'cease to be distinct'; and either the target’s scale or the merger’s effect on competition is sufficient to meet one of the jurisdictional threshold tests; and the merger falls within the statutory review timeframe. For more on when a transaction qualifies as a 'relevant merger situation', see A 'relevant merger situation' under UK merger rules. Are two or more enterprises (or businesses) 'ceasing to be distinct'? This turns on three points: is an enterprise being acquired? does that enterprise stop being distinct? what degree of control is obtained? Is an enterprise acquired? ...

This flowchart sets out the circumstances in which the City Code on Takeovers and Mergers (Code) will apply The Code can extend to takeover offers, merger deals, and other arrangements that have, or might have, directly or indirectly, an impact upon the ownership or control of a business...

In this issue: UK NSI Act UK mergers UK competition policy EU mergers EU antitrust EU Foreign Subsidies Regulation New and updated content Daily and weekly news alerts Caselex UK NSI Act Government consults on proposed reforms to the NSI Act 2021 mandatory notification regime The UK Government has launched a consultation on proposed revisions to the National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021, which determine the scope of mandatory filings under the NSI Act. This follows the 2024 statutory review of the NARs and engagement through the 2023 Call for Evidence. The Government sets out targeted adjustments intended to keep the regime proportionate and effective at capturing national security risks in sensitive parts of the UK economy, whilst ensuring that the vast majority of transactions remain outside its reach. Key proposals include: New standalone mandatory notification areas: creating two separate categories for...

Mergers Notifications received for: NewPrinces/Carrefour Italia (M.12121) under the normal procedure; and Tata Motors/Iveco Group (M.12138), Hartree/ED&F Man Chile (M.12149), Amphenol/Commscope (Connectivity and Cable Solutions) (M.12173) plus KKR/Cinven/CVC/Nemean Midco (M.12191) under the simplified procedure. Clearances covered: Ferrero Group’s acquisition of sole control of CPK SAS (M.12086); a joint venture by EVH Grüne Energie – Beteiligung GmbH & Co. KG and HSBC Alternative Investments S.C.A. SICAV-RAIF (M.12128); joint control of Heroiks SAS by LBO France Gestion SAS and EMZ Partners SAS (M.12167); and joint control of Vinventions Holding S.à r.l. by L-GAM II SCSp and Hayfin Capital Management LLP (M.12171), each following a phase I investigation—see Midday Express. State aid The Commission approved, under EU State aid rules, a French scheme reimbursing the T2 surcharge owed by rail freight operators for certain statutory employees—see the press release. An application has been lodged with the General Court in Case T-478/25, Wizz Air Hungary and Wizz Air Malta v Commission, challenging Decision...

In this issue: UK competition policy UK digital markets UK NSI Act UK antitrust EU mergers EU antitrust EU State aid LexTalk®Competition: a Lexis®Nexis community Daily and weekly news alerts New and updated content Caselex UK competition policy DMCCA 2024: DBT publishes government’s response to consultation on turnover and control regulations The Department for Business and Trade (DBT) has released the government’s reply to its consultation on three draft statutory instruments (SIs), which have now been completed and placed before Parliament. For the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024), the trio of SIs specifies the method for estimating or computing turnover and defines the conditions under which a person is regarded as having control of an enterprise...

CASE HUB ARCHIVED This archived case hub sets out the position as at the judgment dated 18/01/2019; it is no longer maintained. See further, timeline and commentary Case facts Outline J Sainsbury plc and Asda Group Limited appealed two decisions about the procedural timetable for their proposed merger with each other, arising during the CMA’s review. The decisions concerned: the deadlines by which the parties had to respond to a range of working papers; the timing set for the parties’ main party hearing. Parties J Sainsbury plc (Sainsbury’s) and Asda Group Limited (Asda). Competition and Markets Authority (CMA). Background On 12 December 2018, Sainsbury’s and Asda made an application to the Competition Appeal Tribunal (CAT) seeking judicial review of the CMA’s timetable and procedure within its investigation into the proposed merger between the parties (see further, J Sainsbury/Asda). On 19 September 2018, the CMA referred the proposed merger to an in-depth...

NOTE—to check whether notification thresholds in Uruguay and around the globe are triggered, see further: Where to Notify. 1. What recent changes affect the Uruguayan merger control regime, what updates are anticipated over the next year, and are there any other ‘hot’ merger control topics in Uruguay? Recent reforms to the Uruguayan merger control regime Since 2021, Uruguay has enacted a series of statutes—namely Act No. 20,075, Act No. 20,212, and Act No. 20,446 (the Reforms)—which amend Act No. 18,159 on the Promotion and Defence of Competition 15/2007 (Competition Act 2007), itself previously revised by Act No. 19,833 and Act No. 19,996. These measures brought significant adjustments to the country’s merger control framework, such as: changes to the review timelines applicable to the Enforcement Body; clarifying the moment the statutory review clock starts to run; creating additional extensions for particularly complex filings; and implementing a dual-threshold notification system based on combined and individual turnover. The Reforms also codified...

1. What is the applicable legislation? South Africa does not have a single, overarching statutory scheme governing foreign direct investment (FDI). Below is a non-exhaustive overview of key legislation relevant to FDI in South Africa: Protection of Investment Act 22 of 2015, as amended Competition Act 89 of 1998 (Competition Act 1998) Companies Act 71 of 2008 (Companies Act) Companies Amendment Act 16 of 2024 and the Companies Second Amendment Act 17 of 2024 (Companies Amendment Acts 2024) Companies Regulations, 2011 issued under the Companies Act 2008 (Companies Regulations 2011), and GNR.1111 of 1 December 1961: Regulations made under the Currency and Exchanges Act 9 of 1933 and, in relation to each of the above, as amended 2. Which government or other body (or bodies) reviews foreign investments? The South African Reserve Bank (SARB) is the primary authority responsible for safeguarding the value of South Africa’s currency. Acting as the regulator under the exchange control regulations, it...

This Deed is made on [ insert day and month ] 20[ insert year ] Parties [ Insert name of Chargor ], being a company incorporated in England and Wales, with registered number [ insert company number ], and whose registered office is at [ insert address ] (the “ Chargor ”); and 1 [ Insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions set out in the [ Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed ] (the “ Security Agent ”). Recitals: (A) The Finance Parties have consented to provide loan facilities subject to the terms and conditions set out in the Facilities Agreement (as defined below). (B) As a condition precedent to the loan facilities becoming available, the Chargor must execute this Deed for the purpose of granting security in favour of the Security Agent in relation to the Secured Obligations (as defined below)...

This Deed is entered into on [ insert day and month ] 20[ insert year ], as of that date Parties [ insert name of Assignor ], a company incorporated in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] (the Assignor); and [ insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions contained in the [ [ Facilities Agreement ] OR [ Intercreditor Agreement ] OR [ Security Trust Deed ] ] (the Security Agent). Recitals: (A) The Finance Parties have consented to provide the loan facilities, subject to the terms and conditions set out in the Facilities Agreement (as defined below). (B) A condition precedent to the availability of the loan facilities is that the Assignor enters into this Deed to provide security in favour of the Security Agent in respect of...

This Assignment is dated [ insert day and month ] 20[ insert year ]. Parties 1 [ insert name of Assignor ], a company incorporated in England and Wales with registered number [ insert company number ], having its registered office at [ insert address ] (the Assignor); and 2 [ insert name of Lender ] of [ insert address ] (the Lender). Background The Lender has agreed to provide a loan facility to the Assignor on the terms and conditions contained in the Facility Agreement (as defined below). As a condition precedent to the loan facility being available, the Assignor must enter into this Assignment to create security in favour of the Lender for the Secured Obligations (as defined below)...