SINGAPORE Law and Practice Contributed by: Lim Chong Kin and Corinne Chew, Drew & Napier LLC
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 web - site, and may also approach third parties individ - ually for their views. Having obtained third-party views, the Commission will decide whether or not the commitments are appropriate and may be accepted. Where commitments have been accepted, the Commission will issue a favour - able 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 Com - mission 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 completed within a specified period. An inde - pendent trustee may be appointed, at the under - taking’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 divesti - tures pursuant to a commitment accepted by the Commission, which has issued a favourable decision, the Commission may revoke the deci - sion for failure to adhere to the terms of the com - mitment. Where divestitures are ordered pursuant to directions imposed by the Commission but are
not complied with, the Commission may seek to enforce its directions 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 con - fidentiality 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 acquisi - tion by ADB BVBA of all the shares of Safe - gate International AB from Fairford Holdings Private AB received a clearance decision from the Commission that was subject to certain commitments (ADB-Safegate); • on 24 May 2021, the Commission granted approval for the acquisition of Refinitiv Hold - ings Limited by the London Stock Exchange Group plc, conditional upon the implementa - tion of and compliance with the final commit - ments (LSE-Refinitiv); and • on 5 March 2024, the Commission granted approval for the proposed acquisition of shares by Talace Private Limited in Air India (Talace-Air India) after accepting commit - ments from the merger parties.
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