SINGAPORE Law and Practice Contributed by: Lim Chong Kin and Corinne Chew, Drew & Napier LLC
PNDs To expedite the review process, merger parties intending to make an application may engage the Commission in PNDs to discuss the content of the notification and the timing of the formal notification. No specific timetable is given, since the Com - mission states that the length and formality of PNDs depend on the merger parties’ preference, the transaction’s complexity and the concerns that may be raised. The Commission states that PNDs are most useful where a draft Form M1 is provided. In PNDs, the Commission will generally not give its views on whether a merger situation is likely to proceed to Phase 2 review or if it might lead to an SLC. While parties can engage in PNDs for anticipated mergers that may not yet be made public, PNDs are not intended to relate to purely speculative or hypothetical transactions. Parties should dem - onstrate a good-faith intention to proceed with the transaction – eg, by already having a draft Parties may approach the Commission for con - fidential advice on an anticipated merger, espe - cially at the stage when merger parties are con - cerned about preserving the confidentiality of the transaction. However, any such confidential advice provided by the Commission on antici - pated mergers is not binding on the Commis - sion, and is given without third-party consulta - tions. This process is only available if the Commission is satisfied that the following conditions are met: agreement in place. Confidential Advice
• the merger must not be completed but there must be a good-faith intention to proceed with the transaction (evidenced to the satis - faction of the Commission); • the merger must not be in the public domain, unless exceptional circumstances apply; • the merger situation must raise a genuine issue relating to competitive assessment in Singapore – eg, if there is a lack of relevant precedents – and therefore the Commission’s approach to the merger situation is genuinely in doubt; and • the requesting party or parties are expected to keep the Commission informed of signifi - cant developments in relation to the merger in respect of which confidential advice was obtained – eg, the completion date or aban - donment of the merger. If the Commission decides that the above con - ditions are not met, it will return the confidential information that was submitted by the merger parties. The Commission will not disclose the fact that confidential advice was requested, nor the parties’ information, to other organisations or foreign competition authorities unless relevant waivers are given by the merger parties. 3.10 Requests for Information During the Review Process In both Phase 1 and Phase 2 reviews, the Com - mission may request additional or more com - prehensive information when it is clear that such information is necessary. Applicants are encouraged to comply with such information requests promptly and within such deadline as the Commission deems appropriate, so that the merger assessment can be completed within the indicative timeframes. If the requested informa - tion cannot be furnished within the deadline, the applicants should promptly request an extension of time from the Commission.
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