The merger rules of competition law provide that companies which acquire control of another company are required to notify when certain conditions are met. A merger must therefore be notified to the Competition Authority when the combined turnover of the undertakings concerned is ISK 3 billion or more in Iceland, and at least two of the undertakings involved in the merger have a turnover of at least ISK 300 million. kr. in annual turnover in Iceland each. However, the Competition Authority may require the merging parties to submit a merger notification even if the above conditions are not met, if the combined annual turnover of the undertakings concerned exceeds 1.5 billion kr.
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 control of an undertaking 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.
Annex I to the aforementioned regulations sets out a detailed list of the information to be included in a merger notification to the Competition Authority. A shorter notification is permitted if one of the conditions set out in paragraphs a to e of Article 17a(6) is met. competition law, for example, if the markets in which the effects of the merger could be felt are not related. In such cases, it is not necessary to provide as extensive information as for a standard merger notification, and an exhaustive list of the information to be included with a short notification can be found in Annex II of the Competition Authority's regulations. No. 1390/2020 on notification and procedure in merger matters.
The signed merger document shall be submitted to the Competition Authority on the 2nd floor of Borgartún 26, Reykjavík.
A separate 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. The account number is 001-26-25874, VAT no. 540269-6459. The explanation must state the merger for which the payment is being made, and a receipt for the payment must be sent to samkeppni@samkeppni.is.
Once mergers have been notified to the Competition Authority, they may not be implemented until the Authority has completed its review. Mergers must be notified before they take effect, but after an agreement for them has been made, a takeover bid has been publicly announced, or control of an undertaking has been acquired.
The Competition Authority has 25 working days to examine the competition effects of a merger after it has been duly notified (Phase I). If the Competition Authority deems a further investigation of the merger's effects on competition necessary, it shall notify the merging parties. The Competition Authority's decision to block or impose conditions on the merger shall be taken no later than 90 working days after the
The relevant undertakings were notified of a further investigation into the merger (Phase II). Merger parties which
requesting conciliation talks with the Competition Authority, setting out possible conditions for
the merger on the 55th working day of the second phase of the investigation or later, is extended
the deadline for the investigation of the merger is automatically extended by 15 working days. If requested
For its merger parties, the Competition Authority is permitted to extend the above-mentioned
a stay of merger proceedings for up to 20 working days. The merger may not take place
carried out while such an investigation is ongoing.
Article 17(a), paragraph 4 of the Competition Act provides that the Competition Authority may, upon request, grant an exemption from the prohibition on the implementation of a merger while it is under consideration, provided that it is demonstrated that a delay in the implementation of the merger could harm the undertakings concerned or their trading partners and that competition is at risk. The request must be reasoned and submitted in writing. The exemption may be subject to conditions in order to ensure effective competition.
All notified mergers are investigated by the Competition Authority to determine whether they will significantly impede competition in the market, or whether a dominant position will be created or strengthened. If this is not the case, the mergers are approved without intervention from the Authority.
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.
Even if the Competition Authority believes that a notified merger could have an adverse effect on competition, such a merger can be approved with conditions that prevent its harmful effects. This is done by way of a settlement with the merging parties under Article 17(f). The Competition Authority then monitors compliance with these conditions and can take action if they are not met.
The Competition Authority shall, within 25 working days, notify the party that submitted the merger notification to the Authority if it considers there to be grounds for a further investigation into the merger's effects on competition. Decision on annulment
merger shall be taken up no later than 90 working days after such notification has
will be sent, unless the above-mentioned points which may affect the deadlines apply.
Please be advised that there is a legal obligation to notify mergers that meet the criteria of the Competition Act. The Competition Act also provides that a merger may not be implemented before the Competition Authority has concluded its review. In cases of non-compliance with the notification obligation and the prohibition on implementing a merger, the Competition Authority is obliged to impose administrative fines on the undertakings or association of undertakings responsible for such breaches. Where conditions have been imposed on a merger on the basis of a settlement, a breach of such conditions will also be subject to administrative fines. This is further dealt with in Chapter IX of the Competition Act on penalties.
Fines may amount to up to 10% of the total turnover in the last financial year of any company or association of companies involved in the infringement. If the infringement of an association of undertakings relates to the activities of its members, the amount of the fine shall not exceed 10% of the total turnover of each of its members which is active in the market concerned by the infringement of the association. When determining the amount of fines, regard shall be had to the nature and gravity of the infringements, their duration and whether they are repeated.
"*" indicates required fields
