Merger rules are one of the cornerstones of competition law and play an important role in preventing the competitive structure of markets from being altered, through mergers or acquisitions, in a way that eliminates or restricts competition.
In Icelandic competition law (link to the Act on the Althingi website – opens in a new window) No. 44/2005 Mergers are governed by Articles 17 and 17a to 17e of the Act. The Competition Authority supervises mergers of undertakings falling within these provisions, in accordance with the Competition Authority's rules. No. 1390/2020
When companies merge or one company acquires control, directly or indirectly, over another company, it must be examined whether the merging companies will gain a dominant position, whether their dominant position will be strengthened, or whether competition in the relevant market will otherwise be significantly impaired. Mergers must be notified to the Competition Authority, provided certain conditions are met. The Competition Authority can annul a merger or impose conditions on its completion.
Samrunareglur samkeppnislaga mæla fyrir um að fyrirtæki sem öðlast yfirráð yfir öðru fyrirtæki séu tilkynningarskyld þegar ákveðin skilyrði þar eru uppfyllt. Þannig er skylt að tilkynna samruna til Samkeppniseftirlitsins þegar sameiginleg heildarvelta viðkomandi fyrirtækja eru 3 milljarðar kr. eða meira á Íslandi og að minnsta kosti tvö af þeim fyrirtækjum sem aðild eiga að samrunanum hafa a.m.k. 300 millj. kr. ársveltu á Íslandi hvert um sig. Samkeppniseftirlitið hefur þó heimild til að krefja samrunaaðila um samrunatilkynningu þrátt fyrir að framangreind skilyrði séu ekki uppfyllt ef sameiginleg heildarvelta viðkomandi fyrirtækja er meiri en 1,5 milljarður kr. á ári.
A merger must be notified to the Competition Authority before it is implemented, but after an agreement for it has been made, a takeover bid has been publicly announced, or a controlling interest in a company has been acquired. A merger subject to the provisions of the Competition Act must therefore not be implemented while the Competition Authority is reviewing it.
The merger notification shall provide information on the merger, the undertakings involved, the relevant markets and any other necessary matters for the assessment of the merger's effects on competition. In the rules of the Competition Authority No. 1390/2020 In relation to notification and procedure in merger matters, the information to be included in the notification is specified in more detail. A shorter notification is permitted if one of the conditions set out in paragraphs a to e of subsection 6 of article 17a is met. competition law, such as where the markets in which the effects of the merger are felt are not connected.
A special merger fee of kr. 500,000 for a longer notice and 200,000 for a shorter notice must be paid upon submission of the merger notice. Bank account 0001-26-25874, VAT no. 540269-6459. Receipts should be sent to the email address samkeppni@samkeppni.is
The Competition Authority may annul a merger or impose conditions on it if the Authority considers that the merger would prevent effective competition by creating or strengthening a dominant position, or would otherwise significantly distort competition in the market.
The Competition Authority shall, within 25 working days, notify the party that submitted the merger notification to the Authority if it considers there are grounds for a further investigation into the merger's effects on competition. A decision on the prohibition of a merger shall be taken no later than 90 working days after such notification has been sent. If merging parties, who have requested settlement talks with the Competition Authority, put forward possible conditions for the merger on the 55th business day of the second phase of the investigation or later, the deadline for the merger investigation is automatically extended by 15 business days. At the request of the merging parties, the Competition Authority is authorised to extend the above-mentioned merger investigation deadlines by up to 20 working days.
In the case of a short notice, the Competition Authority may require a longer notice if the conditions of paragraph 6 of Article 17a are met. competition law are not met or if it is deemed necessary to assess the competitive effects of the merger.
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