PERU Trends and Developments Contributed by: Carlos A. Patrón, David Kuroiwa and Vania Cruz, Payet, Rey, Cauvi, Pérez Abogados
market), Agroaurora/Agrícola Chira (sugar production market), KKR/Telefónica/Entel (telecommunications market), Sika/Chema Group (construction market), Primax/Terpel (fuel market), and Abra Group/Sky Air - line (airline market). Below, we focus on the Phase 2 cases reviewed between May 2025 and May 2026. Primax / Terpel • In 2024, INDECOPI received the filing through which Primax requested authorisation to acquire, among other assets, certain gas stations owned by Terpel in the fuel market. • The transaction raised concerns regarding poten - tial horizontal restrictions on competition that could result in a significant concentration in the retail fuel commercialisation market. In particular, the author - ity considered that, given the limited number of competitors capable of effectively competing with Primax in certain geographic areas, the transaction could lead to increases in fuel prices or negatively affect other competitive variables. • In July 2025, INDECOPI approved the transaction subject to remedies. In particular, the authority ordered Primax to divest four gas stations located in the Lima districts of Chorrillos, San Miguel, Rímac, and Comas. The divestiture included the transfer of the buildings, facilities, movable assets, convenience stores, equipment, fuel dispensers, permits, and all assets necessary for a new opera - tor to compete effectively in the market. • Additionally, Primax was prohibited, for a period of ten years, from acquiring, leasing, operating under its brand, or exclusively supplying fuel at the wholesale level to those gas stations. Furthermore, a compliance officer was appointed to supervise compliance with the imposed remedies and report directly to INDECOPI. Abra Group / Sky Airline • In 2025, Abra Group (a Latin American airline hold - ing that unites Avianca and GOL under a single entity) requested authorisation from INDECOPI to acquire shares issued by Sky Airline (a low-cost airline that operates flights in Latin America). • The operation raised concerns regarding potential horizontal restrictions in the scheduled passenger
air transport service, specifically in Lima-Miami and Cusco-Miami origin-destination flights. Likewise, INDECOPI considered that the non-compete and non-solicitation agreements to be signed by the parties involved could result in potential restrictions in the competition. • Up to the current date, INDECOPI is assessing the operation in Phase 2. Trends and outlook for 2026 As previously indicated, 2026 will mark the fifth anni - versary of the entry into force of Law 31112. Consider - ing the experience accumulated by INDECOPI during these first years of implementation, it is reasonable to expect that possible adjustments to the notifica - tion system – and particularly to the notification form – may be evaluated in the future. In line with interna - tional trends – especially in jurisdictions such as the European Union – such modifications could be aimed at simplifying the notification forms and reducing the amount of information and documentation required when it is not relevant for the substantive competitive assessment of the transaction. Possible areas for improvement could include expand - ing the scope of application of the simplified form to cover horizontal and/or vertical transactions that do not exceed certain market share thresholds, following models similar to those applied in other jurisdictions. Likewise, tighter criteria could be introduced regard - ing the internal documents that may be requested (for example, limiting them to those approved or reviewed by corporate bodies or senior management of the companies involved), greater proportionality in relation to investment funds and complex corporate structures, and a reduction in the information required regarding family, ownership and/or management relationships of the economic agents involved in the transaction, particularly where such related entities do not participate in the affected markets or have no competitive relationship with the notified transaction. However, as of the date of preparation of this article, INDECOPI has not officially announced any regulatory proposals or specific projects to amend the notifica - tion form or the merger control regime in this regard. Likewise, it should be taken into account that sev - eral of these potential modifications may require not
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