Merger Control in Ireland:  2022 in Review

PUBLISHED: 30th January 2023

The Mergers and Acquisitions Report for 2022 was recently published by the Competition and Consumer Protection Commission (CCPC). 

The report provides details of the notifications received by the CCPC throughout the year and offers a snapshot of merger control in Ireland.  A number of key points from the report are outlined below.

Number of Notifications

The CCPC received 68 notifications for the calendar year 2022.  This was down on the 2021 number of 81.  The 2022 figure was still greater than the number of notified mergers for 2019 and 2020.

Simplified Merger Procedure

There were 37 notifications submitted under the simplified procedure.  This is a welcome sign for the merger control process in Ireland, with over half of all notifications falling under the simplified procedure.  The simplified procedure, introduced in 2020, allows for a quicker turnaround time in the CCPC’s assessment of the merger and helps to expedite the process.

Sectoral Breakdown

The Professional Services field was the most prominent sector with nine notifications received by the CCPC.  This was followed by the Grocery – Retail and Wholesale sector which accounted for seven notifications made to the CCPC.  This contrasts with the leading sectors in 2021:  Financial and Insurance Services and Manufacturing Services.

Determinations

• The CCPC issued 70 determinations in 2022, 55 of which related to notifications received in 2022 with the remaining 15 made in respect of notifications received in 2021.
• In 2022, 18 investigations involved an extended Phase 1 review, seven of which were carried forward from 2021.  Of the seven carried forward from 2021, a Phase 2 determination was issued in relation to six while the outstanding investigation was concluded under Phase 1.  Of the remaining 11 investigations, Phase 1 determinations were made in respect of four, three were withdrawn and four were still under consideration as at the date of publication of the report (6 January 2023).
• The number of Phase 2 investigations concluded during the course of the year (six) surpassed the previous record of four Phase 2 mergers in 2003 and 2006.

Withdrawn Merger Notifications

• In 2022, there was an increase in the number of merger notifications withdrawn.  Under section 18(12) of the 2002 Act, if information provided by parties in the notification, or in response to a Requirement for Information (RFI), is false or misleading in a material respect, or full details have not been provided in the notification, or that all of the information required was not provided in response to an RFI, any subsequent determination made on foot of such notification is void. 
• On a number of occasions in 2022, the parties withdrew the merger notification upon the CCPC expressing the view that section 18(12) of the Competition Act 2002 may be applicable in respect of the merger. The parties subsequently re-notified these transactions to the CCPC with updated information. 

Prohibition of Merger

Significantly, the CCPC prohibited the merger in the case of M/21/079 - Uniphar/NaviCorp.  The CCPC determined that the proposed acquisition could not be put into effect on the grounds that it would have resulted in a substantial lessening of competition in each of the markets for: (i) the provision of buying group services in the State and (ii) the provision of common management and branding services in the State.  This marked the first time the CCPC (or its predecessor the Competition Authority) had prohibited a merger since 2008.

Timeframe

• For the year 2022, the CCPC took an average of 17.9 days to issue a Phase 1 decision.  This was a decrease on the 2021 figure of 20.2 days and is a welcome trend.
• The timelines in individual cases that did not raise serious concerns varied from 11 to 30 working days and according to the CCPC depended, for example, on the complexity of the structure of the transaction and the nature of the competition issues involved.

Media Mergers

In 2022, the CCPC reviewed and issued merger determinations in relation to five media mergers.

Thoughts

The coming year will be of considerable importance for the merger control process in Ireland, as significant changes will be introduced when the Competition (Amendment) Act 2022 comes into force.  These changes are discussed in further detail here.

A copy of the 2022 report issued by the CCPC can be found here.

Marco Hickey (mhickey@lkshields.ie) is the Head of the EU, Competition and Regulated Markets Team at LK Shields.  Marco is the author of “Merger Control” published by Thomson Reuters -- the only book exclusively devoted to merger control in Ireland.