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11
ICN Merger WorkshopICN Merger Workshop
March 10 – 11, 2009March 10 – 11, 2009Taipei, TaiwanTaipei, Taiwan
Panel I: Setting Notification ThresholdsPanel I: Setting Notification Thresholds
““Determining Whether a Filing is Determining Whether a Filing is Required or AdvisableRequired or Advisable””
22
European CommissionEuropean CommissionNotification Thresholds:Combined worldwide turnover exceeding € 5 billion AND at least 2 parties each have EU-wide turnover exceeding € 250 millionORCombined worldwide turnover exceeding € 2.5 billion AND combined turnover exceeding € 100 million in at least 3 Member States AND turnover of each of at least 2 parties exceeding € 25 million in same 3 Member States AND EU-wide turnover of each of at least 2 parties exceeding € 100 million.
Parties’ Turnover:Fantasy Beverage: worldwide € 5.7 billion EEA € 1.5 billionJust Energy: worldwide € 1.5 billion EEA € 200 million
Notification Required:No, but check Member States.
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Korea, Czech RepublicKorea, Czech RepublicKOREAKOREA CZECH REP.CZECH REP.
Notification Thresholds
Either party has worldwide turnover exceeding KRW 100 billion (approx € 79 million) AND both parties have turnover in Korea exceeding KRW 20 billion (€ 15.8 million)
Notification ThresholdsCombined net turnover in Czech Rep. Exceeding CZK 1.5 billion (approx. € 54 million) AND each of at least 2 parties combined Czech Rep. Turnover exceeding CZK 250 million (approx. € 9 million)
Parties Turnover
Fantasy Beverage: € 25 million
Just Energy: € 10 million
Parties Turnover
Fantasy Beverage: € 30 million
Just Energy: € 60 million
Notification Required
No
Notification Required
Yes
44
BrazilBrazil
Notification Thresholds
Either party has at least 20% market share OR at least 1 party has gross turnover in or into Brazil of at least BRL 400 million (approx. € 151 million)
Parties Turnover/Market Share
Fantasy Beverage: € 50 million
Market share: ??
Just Energy: € 30 million
Market share: ??
Notification Required
??
55
SloveniaSloveniaMarket Share Test:Combined aggregate annual turnover of all parties, including affiliates is morethan € 33.3 million before tax in the Slovenian market in each of the last two yearsORCombined market share of the parties, including affiliates, exceeds 40% in Slovenia, or on a substantial part of the Slovenian market.
Parties’ Market Share:
Fantasy Beverage: ??
Just Energy: ??
Notification Required: ??
66
IsraelIsraelMarket Share Test:Combined revenue in Israel exceeding ILS 150 million (approx. € 26.7 million) AND each of at least 2 parties has revenue in Israel of ILS 10 million (approx. € 1.8 million) ORCombined market share exceeds 50%ORA party to the transaction is a monopoly
Parties Turnover
Fantasy Beverage: € 30 million
Just Energy: € 1 million
not notifiable based on turnover
Parties’ Market Share:Fantasy Beverage: >50% energy bars, healthy snacksJust Energy: <5% energy drinks; no other sales
Notification Required: ???
77
AustriaAustriaNotification Threshold:Combined turnover at least € 300 million AND combined Austrian turnover exceeding € 30 million AND each of at least 2 parties has worldwide turnover exceeding € 5 million.“De minimis exception”: No filing required if only 1 party has Austrian turnover exceeding € 5 million AND combined worldwide turnover of other parties doesn’t exceed € 30 million.
Parties’ Turnover:Fantasy Beverage: worldwide € 5.7 billion Austrian € 0Just Energy: worldwide € 1.5 billion Austrian € 50,000 sales +
representative office
Notification Required: Yes
88
IrelandIrelandNotification Threshold:Worldwide turnover of each of at least 2 parties was at least € 40 million AND each of at least 2 parties carries on business in any part of the island of Ireland AND turnover in Ireland of at least 1 party of at least € 40 million
Parties’ Activity:Fantasy Beverage: finance vehicle; internet sales (€ 2,000)Just Energy: € 50 million turnover
Notification Required: ??
99
RussiaRussiaNotification Threshold:The agreement concerns fixed productive assets and/or intangible assets, shares in Russian companies or rights in Russian commercial organizationsANDThe agreement restricts or may restrict competition in the Russian Federation.
Parties’ Activity:Fantasy Beverage: small bottling operation; no sales yet Just Energy: € 100 million in sales
Notification Required: ??
1010
GermanyGermanyNotification Threshold:Combined worldwide turnover exceeding € 500 million ANDTurnover in Germany of at least 1 party exceeding € 25 million(New statute: Each of 2 parties at least € 5 million.)
Parties’ Turnover:Fantasy Beverage: worldwide € 5.7 billion Germany € 50 millionJust Energy: worldwide € 1.5 billion Germany € 2 million
Notification Required:
Old threshold: Yes
New threshold: No
1111
Argentina, PolandArgentina, PolandARGENTINAARGENTINA POLANDPOLAND
Notification Thresholds
Combined turnover in Argentina exceeding ARS 200 million (approx. € 47 million) AND value of local assets exceeding € 4.7 million
Notification Thresholds
Combined worldwide turnover exceeding € 1 billion OR combined turnover in Poland exceeding € 50 million
IF target’s revenues in Poland exceed € 10 million in each of last 2 years
Parties Turnover
Fantasy Beverage: € 50 million
Local Assets: ??
Just Energy: € 1 million
Local Assets: ??
Parties Turnover
Fantasy Beverage: € 60 million
in Poland
Just Energy: € 4 million
in Poland
Notification Required
??
Notification Required
No
1212
TurkeyTurkeyNotification Threshold/Market Share Test:Combined market share in Turkey exceeding 25%ORCombined turnover in Turkey exceeding NTL 25 million (approx. € 14 million)
Parties’ Turnover/Market Share:Fantasy Beverage: € 16 millionJust Energy: € 0
Notification Required: Yes