Answer ... If the thresholds are met, the approval of the Anti-monopoly Committee of Ukraine (AMCU) is mandatory. Until approval has been granted, the participants must refrain from performing any irreversible actions which may result in the restriction of competition. The exceptions where notification is not required are outlined in question 2.7.
Answer ... The AMCU can issue preliminary conclusions on a proposed concentration.
Preliminary conclusions on the consideration of applications for concerted actions or concentrations will be given within one month in the form of a letter, stating:
- the possibility of approving the concerted action or concentration;
- the possibility of opposing the concerted action or concentration;
- the need for approval of the concerted action or concentration; and
- any insufficiencies in the information provided that must be addressed in order to reach a conclusion on the concerted action or concentration.
Obtaining a preliminary conclusion on the transaction does not absolve the participants from their obligation to notify.
Answer ... Notification can be filed either by the participants jointly or by the acquirer.
Answer ... The fee for submission of notification is 1,200 times the non-taxable minimum personal income, which is currently UAH 20,400 (approximately €680). The fee for submission for a request for the AMCU’s preliminary conclusions (see question 3.2) is 320 times the non-taxable minimum personal income, which is currently UAH 5,440 (approximately €180).
Answer ... A full list of the necessary documentation can be found in the AMCU Regulation on Concentrations 2002.
Among other things, the merger application should include the following information:
- details of the participants, including any corporate groups to which they belong and the ultimate beneficiaries thereof;
- a detailed description of the transaction, together with the originals or copies of the transactional documents;
- the sources of the transaction financing, so that the AMCU can ensure that the participants are acting in their own interest;
- details of any corporate groups to which the participants along, including asset value and turnover;
- the economic justification for the transaction;
- powers of attorney, which should include specific wording; and
- documentary confirmation of payment of the application fee.
Answer ... No. The main rule is that the application must be submitted before closing of the transaction. Until approval has been granted, the participants should refrain from undertaking any irreversible actions which may result in a restriction of competition.
Answer ... Yes, the transaction can and should be notified prior to signing a definitive agreement.
Answer ... Yes, the parties must delay closing of the transaction until clearance is granted.
Answer ... The AMCU publishes limited information in relation to the transaction (eg, the grant of approval and the names of the participants). The AMCU will not usually publish this information until clearance has been granted. Information filed with the AMCU is not automatically kept confidential, unless the applicant marks it as “information with limited access”. However, in practice, only information concerning the participants is disclosed.