SINGAPORE Law and Practice Contributed by: Lim Chong Kin and Corinne Chew, Drew & Napier LLC
final opportunity to submit commitments or addition - al information to address these concerns in Phase 1 before the Phase 2 review commences. Towards the end of Phase 2, if the Commission reaches a preliminary view that the merger is likely to give rise to an SLC, it will issue a Statement of Deci - sion (Provisional), which may outline remedies that the Commission considers appropriate. Parties will be given a final opportunity to respond and propose commitments. Invitations to Comment In both Phase 1 and Phase 2, where the Commis - sion considers that the commitments proposed by the merger parties are a suitable remedy, it will issue an invitation to comment on its website, and may also approach third parties individually for their views. Hav - ing obtained third-party views, the Commission will decide whether or not the commitments are appro - priate and may be accepted. Where commitments have been accepted, the Commission will issue a favourable decision and may publish the details of all commitments as part of its decision on the merger on its public register. If an unfavourable decision is issued (eg, if the Commission finds that the proposed commitments would not be appropriate or sufficient to address competition concerns arising from the merger), directions will be given in writing to such person(s) as the Commission considers appropriate, and the decision and directions will be published on the public register. 5.5 Conditions and Timing for Divestitures Divestitures to a pre-approved buyer should be com - pleted within a specified period. An independent trus - tee may be appointed, at the undertaking’s expense, to monitor the operation of the business pending disposal and/or to handle the sale if the undertaking has not completed the divestiture within the specified period. If the parties are required to complete divestitures pur - suant to a commitment accepted by the Commission, which has issued a favourable decision, the Commis - sion may revoke the decision for failure to adhere to the terms of the commitment.
Where divestitures are ordered pursuant to directions imposed by the Commission but are not complied with, the Commission may seek to enforce its direc - tions with a district court. See 2.13 Penalties for the Implementation of a Transaction Before Clearance regarding the possible penalties for non-compliance with the Commission’s directions. 5.6 Issuance of Decisions The Commission will give notice of its decision to the applicant(s), announce the decision on its website, and publish the text of the decision on the public register (with confidential information redacted if the Commission agrees with the confidentiality claims of the merger parties). 5.7 Prohibitions and Remedies for Foreign-to- Foreign Transactions For foreign-to-foreign transactions, there have been three cases where the Commission has accepted commitments from the merger parties: • on 29 January 2016, the proposed acquisition by ADB BVBA of all the shares of Safegate Inter - national AB from Fairford Holdings Private AB received a clearance decision from the Commis - sion that was subject to certain commitments ( ADB - Safegate ); • on 24 May 2021, the Commission granted approval for the acquisition of Refinitiv Holdings Limited by the London Stock Exchange Group plc, conditional upon the implementation of and compliance with the final commitments ( LSE - Refinitiv ); and • on 5 March 2024, the Commission granted approv - al for the proposed acquisition of shares by Talace Private Limited in Air India ( Talace - Air India ) after accepting commitments from the merger parties. 6. Ancillary Restraints and Related Transactions 6.1 Clearance Decisions and Separate Notifications If the merger parties have included ancillary restric - tions in their notification application, a clearance deci - sion will cover ancillary restrictions as well. Separate
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