CYPRUS Law and Practice Contributed by: Marios Pelides and Dominique Pelides, Georgiades & Pelides
(e) Any entities in relation to which two or more entities listed in (a) to (d) jointly hold the rights described in (b). As noted in 2.6 Calculations of Jurisdictional Thresholds , where the concentration concerns the acquisition of parts of an enterprise, only the turnover relating to the parts which are the subject matter of the transaction should be tak - en into account. This is the case regardless of whether such part(s) are legally distinct entities. When participants in the concentration jointly hold the rights/powers listed in (b), the turnover resulting from the sale of products or the provi - sion of services between the jointly controlled enterprise and each participant (or any other entity whose turnover is aggregated with a par - ticipant) is ignored. Turnover resulting from sales or the provision of services by the jointly con - trolled enterprise to third parties is apportioned (in equal parts) to the participants. The participants’ turnover should be calculated as at the end of the relevant reference period (so in practice, the end of the previous financial year). To the extent that changes in the business of a participant, such as acquisitions, divest - ments or business closures, have occurred and are not reflected in the participant’s financial statements, these should be included as sup - porting documents to the notification. 2.8 Foreign-to-Foreign Transactions Cypriot merger legislation applies equally to foreign-to-foreign transactions, provided that the thresholds set out in 2.5 Jurisdictional Thresholds are met. Given that at least two of the undertakings must have some turnover in Cyprus, it would be very unusual for a filing to be required if the target does not have any turnover in Cyprus. However, there is no requirement for
any entity to have a degree of local presence (eg, an office or similar premises). 2.9 Market Share Jurisdictional Threshold The only thresholds that are relevant in determin - ing whether a merger control filing is required in Cyprus are those set out in 2.5 Jurisdictional Thresholds . 2.10 Joint Ventures Joint ventures may also constitute a concentra - tion of major importance for the purposes of the Law, provided that (i) the joint venture will fulfil, on a lasting basis, the role of a previously inde - pendent economic entity, and (ii) the thresholds described in 2.5 Jurisdictional Thresholds are met. As explained in 2.7 Businesses/Corporate Enti- ties Relevant for the Calculation of Jurisdic- tional Thresholds , where control is acquired jointly by participants in a concentration (as would be the case in a joint venture), transac - tions between the joint venture and each joint venture participant (and entities connected to the participants) are ignored for the purposes of calculating turnover and, therefore, for the pur - poses of determining whether the jurisdictional thresholds are met. 2.11 Power of Authorities to Investigate a Transaction The CPC has wide-ranging powers to enable it to perform its duties pursuant to the Law (includ - ing where the CPC suspects that a notifiable transaction was not notified to it – for example, because the CPC disagrees that the transaction does not meet the jurisdictional thresholds). In such cases, the CPC may:
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