Merger is a process of amalgamation of enterprises, companies and other
market assets, which results in enhancement of economic power of the market
-participants. Not only acquisition of stocks together with foundation of new enterprises,
demise of some objects and even appointment of chiefs of large companies are
determined by mergers. All large mergers are to be accorded with the
Antimonopoly Committee.
Preliminary
obtaining of the merger permit from the Committee or the Administrative Board
of the Committee is obligatory in the case, when the total cost of the assets
or total extent of the goods realization of the mergers participant, taking
into consideration the control relations, for the last financial year,
including abroad, exceeds the amount, equivalent to 12 million Euro, determined
on the grounds of the rate of exchange, established by the National Bank of
Ukraine, valid for the last day of the financial year, and at the same time:
• cost (total cost) of the
assets or bulk (total bulk) of the goods realization, including abroad, not
less than for two merger participants, taking into consideration the control
relations, does not exceed the amount, equivalent to 1 million Euro, determined
on the grounds of the rate of exchange, established by the National Bank of
Ukraine, valid for the last day of the financial year, for each, and
• cost (total cost) of the assets or the bulk (total bulk) of
the goods realization in Ukraine at least for one merger participant, taking
into consideration the control relations, exceeds the amount, equivalent to 1
million Euro, determined on the grounds of the rate of exchange, established by
the National Bank of Ukraine, valid for the last day of the financial year,
in the case of:
• Amalgamation of two or
more subjects of management;
• Affiliation of one subject of management with another one;
• Direct or mediate acquisition (through other persons) of
control of one or several subjects of management or parts of the subjects of
management
• Direct or mediate purchase, other property acquisition,
obtaining for administration of shares (stocks, pays), what provides
achievement or excess 25 or 50 per cent of votes in the supreme administrative
body of the corresponding subject of management.
• Foundation of the
subject of management for the purpose or in the result of the coordination of
competitive behaviour between the subjects of management, which founded the
mentioned subject of management, or between them and newly-created subject of
management. Such foundation as well as inclusion of alterations into the
constituent documents, on the grounds of which the subjects of management and
associations are formed, are considered to be the concerted actions in
accordance with the article 5 of the Law “On economic competition protection”.
• Acquisition of shares (stocks, pays) of the subject of
management by the person, whose basis activity consists in accomplishment of
the financial operations or operations with capital issues, if such acquisition
is carried out for the purpose of its' further on-selling under condition of
non-participation of the mentioned person in voting in the superior body or
other bodies of administration of the subject of management. In such case next
on-selling is to be carried out during one year from the day of acquisition of
the shares (stocks, pays). Due to petition of the mentioned persons with
reasoning of impossibility of the further on-selling accomplishment the bodies
of the Committee may take decision about prolongation of this term.
• Actions, which are carried out by the subjects of
management, who are connected with the control relations, in the cases,
envisaged by the paragraph 2.1 of the Regulations, except the cases of control
obtaining without permit of the Antimonopoly Committee of Ukraine, if the
necessity of such permit obtaining is envisaged by the law;
• Obtaining of control of the subject of management or its
part, including due to the right of administration and disposal of its property
by arbitral governor, service or officer of the public authority are not
considered to be the concerted actions and do not need the allowance from the
Antimonopoly Committee of Ukraine.
