The control of concentrations between Enterprises Law 22(I)/99 as amended (henceforth Law 22(I)/99), forms the rules by which reorganizations by corporate companies in the form of concentrations are controlled in order to ensure that they do not result in the distortion of the structure of the market. A concentration takes place if (i) two or more previously independent undertakings merge, or (ii) one or more persons already controlling at least one undertaking, or one or more undertakings acquire, directly or indirectly, control of the whole or parts of one or more of the other undertaking, or (iii) if a joint venture is established, which permanently carries out all the functions of an autonomous economic entity.
Section 3 of the Law 22(I)/99 sets the criteria and provides, inter alia,
- at least two of the undertakings merging must have a total turnover of €3.417.202,88 each; and
- at least one of them the participating companies engages in commercial activities within the /republic of Cyprus; and
- at least €3.417.202,88 out of the aggregate turnover of all the participating undertakings relates to the disposal of goods or the supply of services within the Republic; or
- it is declared as being of major importance by the Minister
If the participating undertakings meet the above thresholds and other criteria laid down in the same section, then they must notify their concentration within seven days from the date of conclusion of the agreement or the publication of the relevant offer of purchase or exchange or the acquisition of a controlling interest (whichever of the said events occurs first) to the C.P.C.
If a specific concentration does not meet the thresholds set out in Law 22(I)/99, the Minister of Commerce, Industry and Tourism is vested with the power to declare through a Reasoned Order a concentration as being of a major importance, thereby empowering the C.P.C. to investigate the merge as if the criteria had been met (section 36 of Law 22(I)/99).
Once all the necessary information is collected, in conformity with the Schedule III of the Law 22(I)/99, the Service conducts a preliminary investigation of the notified concentration (Phase I) and submits its findings to the C.P.C., in which it records its reasoned opinion whether the concentration is capable of being declared compatible or not with the demands of the competitive market. The C.P.C, in its turn, taking into account the Service's report, has three options:
(i) it will declare that the notified concentration does not come within the ambit of the law, or
(ii) it will declare that, even though the concentration comes within the ambit of the law, it does not raise serious doubts as to its compatibility with the competitive market and thus is declared compatible with the competitive market, or
(iii) it will find that the notified concentration comes within the scope of the law and that it raises serious doubts as to its compatibility with the competitive market. In such a case the C.P.C will initiate a full investigation – Phase II Proceedings.
The Service has a period of one month starting from the day all the information mentioned in Schedule III of Law 22(I)/99 were communicated to the Service. In case the above mentioned time table is not kept then the concentration will be deemed to be as compatible with the competitive market.
Where the CPC decides that the concentration raises doubts as to its compatibility with the competitive market, it instructs the Service to conduct a full investigation. The Service may provide applicants with the legitimate interest, but who are not participating in the concentration, with the opportunity of a hearing to express their views in relation to the concentration. The Service must complete its investigation and file its Report within 3 months of the date of notification, or the date that all the necessary information according to Schedule III was submitted.
With the submition of the Services investigative report the CPC must, within 4 months from the dated of the notification of or the date that all the necessary information according to the Law were submitted, decide whether to declare the concentration compatible. It should be noted that, in case the above mentioned time table is not kept then the concentration will be deemed to be as compatible with the competitive market. The outcome of the CPC’s decision may be an unconditional or conditional clearance of the notified concentration or a prohibition of the notified concentration,
Lastly, notifications and decisions are communicated to the Minister of Commerce, Industry and Tourism and are published in the Official Gazette of the Republic.