SINGAPORE Law and Practice Contributed by: Lim Chong Kin and Corinne Chew, Drew & Napier LLC
mission finds an intentional or negligent infringe - ment of the Section 54 Prohibition, the Com - mission 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 objections to the Commission publicis - ing 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 Commission would require a binding agreement for the filing to be made. 3.3 Filing Fees The filing fees for mergers or anticipated merg - ers are as follows: • where the turnover of the target undertaking or asset is equal to or less than SGD200 mil - lion, the fee is SGD15,000; • where the turnover of the target undertak - ing or asset is between SGD200 million and SGD600 million, the fee is SGD50,000; and • where the turnover of the target undertaking or asset is above SGD600 million, the fee is SGD100,000. If the merger parties are small or medium-sized enterprises (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) Regulations 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 fil - ings 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 decision with regard to a merger situation that clearly does not raise any competition concerns. If the Commission is unable to clear a merger situation after a Phase 1 review, it will provide the applicant(s) with a summary of its key con - cerns and conduct a more detailed assessment in a Phase 2 review, upon receiving a completed Form M2 and response to the Phase 2 informa - tion request from the applicant(s). Applicants should include all relevant docu - ments to support statements and explanations made in Form M1, including transaction docu - ments, annual reports and accounts, and busi - ness plans. Form M2 lists the further information and sup - porting documents that may be required by the Commission in a Phase 2 review. If the appli - cants consider that the merger is likely to go into a Phase 2 review, they may also voluntarily submit the information required in Form M2 at the outset, together with Form M1. Even where Forms M1 and/or M2 have been completed and submitted, the Commission may require additional information from the
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