SINGAPORE Law and Practice Contributed by: Lim Chong Kin and Corinne Chew, Drew & Napier LLC
If issued, interim directions take effect immediately from the date of issuance and remain in effect until the completion of the Commission’s investigations, or unless otherwise varied by the Commission. 2.15 Circumstances Where Implementation Before Clearance Is Permitted As notification is voluntary, merger parties may choose to implement an anticipated merger or further inte - grate a completed merger while it is being considered by the Commission, or before notifying the Commis - sion. However, see 2.12 Requirement for Clearance Before Implementation and 2.13 Penalties for the Implementation of a Transaction Before Clearance regarding the risks of proceeding with a merger before clearance 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification As notification is voluntary, the Competition Act does not stipulate any deadlines for notification. Instead, merger parties are strongly encouraged to conduct a self-assessment of the merger and consider whether to notify the Commission. Parties may choose to noti - fy their merger to the Commission for a decision at any time before, during or after the merger. Anticipated mergers may only be notified if they are no longer confidential and may be made known to the public, preferably prior to the completion of the merger. For completed mergers, an application may be made at any time, although parties are encouraged to do so as soon as possible after completion. Parties should be aware that, if the parties choose not to notify the merger and the Commission finds an intentional or negligent infringement of the Section 54 Prohibition, the Commission may impose financial penalties on the parties; see 5.1 Authorities’ Ability to Prohibit or Interfere With Transactions . 3.2 Type of Agreement Required Prior to Notification For anticipated mergers, an application can only be made once the parties have a bona fide intention to proceed with the transaction and the merger has
been made public, or if the parties have no objec - tions to the Commission publicising their merger for the purpose of seeking third-party views. In practice, the Commission is likely to require a memorandum of understanding or draft agreement to evidence such an intention. For completed mergers, the Commis - sion would require a binding agreement for the filing to be made. 3.3 Filing Fees The filing fees for mergers or anticipated mergers are as follows: • where the turnover of the target undertaking or asset is equal to or less than SGD200 million, the fee is SGD15,000; • where the turnover of the target undertaking or asset is between SGD200 million and SGD600 mil - lion, the fee is SGD50,000; and • where the turnover of the target undertak - ing or asset is above SGD600 million, the fee is SGD100,000. If the merger parties are small or medium-sized enter - prises (SMEs) or if the acquiring party is an SME, and direct or indirect control in the SME will not be (or has not been) acquired, the filing fee will be SGD5,000. SMEs are defined in the Competition (Fees) Regu - lations 2007 as undertakings with an annual sales turnover of not more than SGD100 million or having no more than 200 employees. 3.4 Parties Responsible for Filing Any party to a merger or anticipated merger may apply to the Commission for a decision. Joint filings are encouraged by the Commission. 3.5 Information Included in a Filing The Commission will review a merger in either one or two phases. A Phase 1 review, which begins with the submission of a completed Form M1, entails a quick assessment and allows the Commission to give a favourable deci - sion with regard to a merger situation that clearly does not raise any competition concerns.
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