Merger Control 2025

CHILE Trends and Developments Contributed by: Claudio Lizana, Daniela León, Tomás Appelgren and Thomas Stöcklin, Estudio Lizana

es, the FNE has closed the investigation without further action, ultimately ruling out an infringe - ment (GSK/Pfizer (2020); Equifax/SIISA (2020); Carozzi/Unilever (2020); Hortifruit/PSP (2023); Punto Ticket/CTS Eventim-Sony (2024); Helio Atacama/AES Andes (2024). So far, the only gun-jumping case that has been brought to trial by the FNE is the Minerva/JBS merger (2018). In this case, the FNE claimed that the parties closed the deal prior to approval – ie, they vio - lated the standstill obligation. In the end, no fines were imposed because the FNE and the parties reached a settlement agreement, whereby the latter had to pay approximately USD1 million in total for fiscal benefit. Prior to the settlement, the transaction was unconditionally cleared by the FNE. Recent investigations The FNE recently initiated two new gun-jumping investigations, both of which are still ongoing. The first transaction came to the FNE’s atten - tion through a third-party complaint, which was supported by media reports, and refers to the acquisition of control over Cuenca del Maipo Servicios de Salud S.A. by the Chilean Associa - tion of Security. The FNE initiated this ex officio investigation in May 2024. As for the second investigation, initiated in June 2024, it involves a transaction between Larrain Vial S.A. Corredores de Bolsa and Mountain Capital Partners, LLC (MCP), where the lat - ter acquired control of Ski La Parva S.A. and, therefore, of the La Parva ski resort. This acquisi - tion was brought to the FNE’s attention through media reports. Notably, the FNE’s resolution initiating the investigation indicates that it is necessary to investigate not only whether there has been a formal breach of duty of notification (gun-jumping), but also whether the merger is

capable of substantially reducing competition, since the buyer (MCP) controls another relevant ski resort (Valle Nevado) located in the same area as La Parva. FNE gun-jumping policy Based on the cases mentioned above, some conclusions relevant to companies consider - ing mergers with market effects in Chile can be drawn. Firstly, the FNE can initiate a gun- jumping investigation based on a wide range of sources, such as media reports, public company statements, third-party complaints, as well as information gathered in the context of an ongo - ing merger control proceeding. Moreover, in the absence of a gun-jumping infringement, the FNE can still conduct an ex post competitive analysis of the transaction, because DL 211 allows it to initiate an investigation on a non-notifiable (ie, below-threshold) transaction within one year of closing. If, as a result, the FNE concludes that the deal raises competition concerns, it may challenge it before the TDLC. Finally, parties to a non-notifiable transaction should always assess whether a voluntary notification or a pre-notifica - tion consultation, as the case may be, is advis - able to avoid an ex post review of the proposed transaction. Submission of False Information in the Context of Merger Control Article 3 bis(e) of DL 211 penalises those who notify a concentration by providing false infor - mation. This conduct may be subject to fines (according to the general fine regime for antitrust violations described above), as well as other cor - rective, preventive, or prohibitive measures. In recent years, the FNE has filed lawsuits against two different companies, for allegedly providing false information during a merger investigation, thus enforcing the above provision.

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