SINGAPORE Law and Practice Contributed by: Terence Quek, Benjamin Cheong, Hoon Chi Tern and Favian Tan, Rajah & Tann Singapore
As of 31 May 2024, the Minister for Trade and Industry (the “Minister”) has identified and des- ignated nine entities as critical to Singapore’s national security interests, which must notify or seek approval from the authorities for ownership or control changes, among other changes. Fur- ther, the Minister now has “calling-in” powers to review transactions, within a two-year peri- od, involving an entity that was not designated as critical but has acted against Singapore’s national security interests. The authors’ view is that the government is unlikely to expand this list without careful consideration of the impact that enhanced regulatory controls might have on tech M&A investments. SIRA notwithstanding, general sectoral-based regulatory and licensing approvals continue to remain in place. Certain licences incorporate a licence review and approval process where there is a change in control or ownership. The licens- ing authorities involved depend on the nature of the business conducted, and these include the Monetary Authority of Singapore (MAS), Info- communications Media Development Author- ity (IMDA), HSA, SFA, Energy Market Authority (EMA), Hotels Licensing Board (HLB), Civil Avia- tion Authority of Singapore (CAAS), Land Trans- port Authority (LTA), Maritime and Port Authority of Singapore (MPA), National Environment Agen- cy (NEA), Singapore Medical Council (SMC) and Legal Services Regulatory Authority (LSRA). Apart from general obligations relating to inter- national sanctions laws and other international obligations, there are generally no export control regulations. 7.5 Antitrust Regulations The relevant provision under the Competition Act is Section 54, which prohibits mergers that have resulted – or may be expected to result –
in a substantial lessening of competition (SLC) within any market in Singapore. As a guide, the CCCS considers that an SLC is unlikely to arise post-merger unless: • the “merged entity” has a market share of 40% or more; or • the “merged entity” has a market share of more than 20%, and the post-merger com- bined market share of the three largest firms (CR3) in the market(s) is 70% or more. Antitrust Filing Requirements Antitrust filings in takeover offers/business com- binations in Singapore are voluntary, as Singa- pore has adopted a voluntary merger regime. Although Singapore has a voluntary regime, the CCCS takes a strict stance and, where the indic- ative thresholds are crossed or at the borderline, it strongly recommends (or even mandates) that a notification is made or else the CCCS may investigate the merger. The CCCS has done so The CCCS has published guidelines that outline the conceptual, analytical and procedural frame- work applied by the CCCS when administering and enforcing the Competition Act in Singapore. Two key sets of changes that are particularly rel- evant were those made to the CCCS Guidelines on the Substantive Assessment of Mergers and the CCCS Guidelines on Merger Procedures. The CCCS Guidelines on the Substantive Assessment of Mergers sets out the analytical framework that the CCCS applies when assess- ing M&A and are intended to aid parties in con- ducting a self-assessment. on several occasions in the past. Guidelines on the Competition Act
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