SINGAPORE Law and Practice Contributed by: Azmul Haque, Ashley Chew, Hu Yutong and Aaron Leong, Collyer Law LLC
6.2 Merger Control Procedure Main Steps
Voluntary Notification Singapore operates a voluntary merger notification regime. There are no mandatory filing requirements and no statutory turnover or revenue thresholds that trigger notification prior to completion. However, parties are expected to conduct a self- assessment and may notify the Competition and Consumer Commission of Singapore (CCCS) where a transaction may raise competition concerns. Comple - tion without notification does not prevent CCCS from investigating the transaction subsequently, including after completion. While non-notification is not itself an infringement, parties proceeding without clearance assume com - pletion risk. CCCS may impose remedies such as divestment or unwinding, and may impose financial penalties if the merger substantially lessens competi - tion. For this reason, parties are generally encouraged CCCS guidelines provide the following indicative mar - ket share thresholds to help assess whether a merger is likely to raise concerns: • the merged entity has a market share of at least 40%; or • the merged entity has a market share of 20% to 40%, and the combined market share of the three largest firms is at least 70%. to notify pre-completion. Market Share Indicators These thresholds are indicators only and not conclu - sive safe harbours. The assessment remains focused on whether there is a substantial lessening of com - petition. In practice, parties will also consider factors such as: • the level of concentration in the market; • closeness of competition;
Singapore’s merger notification process is adminis - tered by CCCS and is typically carried out on a vol - untary, pre-completion basis. The main steps are as follows. • Pre-notification engagement: parties may engage informally with CCCS to discuss the transaction, the scope of information required, and potential competition issues. This is optional but is com - monly done to reduce the risk of infringing Singa - pore’s competition laws. • Preparation of notification: the notifying party pre - pares a filing setting out details of the transaction, including: (a) transaction description and rationale; (b) relevant markets and competitive landscape; (c) market shares and supporting data; and (d) analysis of competitive effects. • Submission of notification: a formal application is submitted to CCCS, together with supporting documents and the prescribed filing fee. • CCCS review process: the review generally pro - ceeds in two phases: (a) Phase 1 review is the initial screening to deter - mine whether the transaction raises competi - tion concerns; and (b) Phase 2 review (if required) is a more detailed assessment where concerns arise. • Decision: CCCS may clear the transaction, issue clearance subject to commitments or remedies, or determine that the merger infringes the Section 54 prohibition. Timeline The timing depends on the complexity of the transac - tion and whether a detailed review is required: • Phase 1 is typically completed within 30 working days from acceptance of a complete filing; and • Phase 2 may take an additional 120 working days or more, depending on the issues involved. The review timeline generally begins only once CCCS confirms that the notification is complete. Requests for further information by CCCS may suspend or extend the review timeline.
• barriers to entry; • buyer power; and • vertical or conglomerate effects.
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