Merger Regulation, European, European Community (ECMR)

Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings, the European Regulation governing the review of mergers and other “concentrations” affecting the EU. The EU has adopted a merger regime that is intended to only provide a “one-stop-shop” review of mergers large enough to affect a substantial part of the Single Market. Mergers without such a “Community Dimension” are still potentially subject to review in Member States, most of whom have adopted regimes broadly similar to that provided under EU law and may also be reviewed under a “Dutch Clause” referral.

Before a merger is viewed as having a “Community Dimension” so that the regulation automatically applies, the merger must meet certain turnover thresholds.

Either:

(a) the combined aggregate worldwide turnover of the business involved is more than €5,000 million, and
(b) the aggregate turnover in the EU aggregate of two or more of the businesses involved is €250 million (except where two-thirds of the turnover in the EU of each of the businesses concerned is in the same single member state, in which case it falls to national (member state) merger review).

or

(i) the combined aggregate worldwide turnover of the business involved is more than €2,500 million, and
(ii) in each of at least three Member States, the combined turnover of all the businesses concerned is more than €100 million;
(iii) and in each these three Member States the aggregate turnover of at least two of the businesses is more than €25 million;
(iv) the aggregate turnover in the EU aggregate of two ore more of the businesses involved is €100 million (except where two-thirds of the turnover in the EU of each of the businesses concerned is in the same single member state – again that falls to the national (member state) review process).

Under the Merger Regulation the European Commission must normally complete its review of a merger within 25 working days, unless it decides that the merger must be exempted under Article 85(3) in which case it must normally complete its review within 90 working days.