Brussels, 05/12/2013 (Agence Europe) - On Thursday 5 December, the European Commission unveiled a series of measures to simplify its procedures for reviewing concentrations under the EU merger regulation. This is expected to bring significant benefits for businesses and advisers in terms of preparatory work and related costs. The merger simplification package will be applicable as of 1 January 2014.
The Commission has revised the notice on simplified procedures and the merger implementing regulation. In parallel, it has updated its model documents for divestiture commitments.
Changes to the notice on simplified procedures. Under this notice, mergers that are generally unlikely to raise competition problems are examined by the Commission under a simplified procedure. Companies may use a shorter notification form and the Commission may clear such cases without a market investigation. The Commission has now expanded the scope of the simplified procedure in light of its experience: - for markets in which two merging companies compete (“horizontal overlap”), mergers below a 20% combined market share will now qualify for the simplified procedure (instead of 15% currently); - for mergers where one of the companies sells an input to a market where the other company is active (“vertically related markets”), such as a merger between a producer of car parts and a car manufacturer, mergers below a 30% combined market share will be assessed under the simplified procedure (instead of 25% currently); - under a new criterion introduced by the reform, if the combined market shares of two merging companies are between 20% and 50% but the increase in market shares due to the merger is small, the merger may now also be assessed under the simplified procedure.
The measures will allow the Commission to treat between 60-70% of merger cases under the simplified review procedure (i.e. 10% more than today). This will reduce the in-house work that companies undertake before they notify a merger and could also lead to a reduction of lawyers' fees by up to one third.
Changes to the Merger Implementing Regulation. The information required to notify a merger to the Commission will also be reduced, particularly for cases being assessed under the simplified procedure but also for other cases. The package also makes it simpler for the merging companies to ask the Commission to waive their obligation to provide certain information in their notification. Finally, the information required from companies that request a referral of a case from the Commission to member states or vice versa has also been significantly reduced.
Changes to standard commitment documents. Merging parties may offer commitments in order to remove competition problems raised by a notified merger. The Commission has developed model for offering commitments to divest assets and for the establishment of a mandate for the trustees who will monitor the implementation of the commitments. While the use of these models is voluntary, they will make it easier for parties to design commitments that effectively address competition concerns. (LC/transl.fl)