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You are here: BAILII >> Databases >> Irish Competition Authority Decisions >> Irish Competition Authority Decisions (Notice Division) >> Notice in respect of certain terms used in section 18(1) of the Competition Act 2002 [2002] IECA 3 (Notice) (18 February 2003) URL: http://www.bailii.org/ie/cases/IECA/Notice/2002/3.html Cite as: [2002] IECA 3 (Notice) |
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THE COMPETITION AUTHORITY
Notice in respect of certain terms used in section 18(1) of the
Competition Act 2002
(As amended 18 February 2003)
Decision No. N/02/003
Date: 18 February 2003
Page 2
Notice in respect of certain terms used in section 18(1) of the
Competition Act 2002
(As amended 18 February 2003)
Article 1.
Introduction
This Notice is published by the Competition Authority, 14 Parnell Square, Dublin 1 (“the
Authority”), pursuant to the function conferred on it by section 30(1)(d) of the Competition
Act 2002 (“the Act”). Its purpose is to give guidance to business and to legal practitioners
concerning certain terms used in section 18(1) of the Act. It is not and does not purport to
be an interpretation of the law.
Article 2.
Definition of “undertakings involved in the merger or acquisition”
(1) Section 18(1) of the Act makes provision for the notification of proposed mergers
and acquisitions to the Authority. Subject to sub-articles (2) and (3) of this Article, for the
purposes of the calculation of turnover and of assessing whether business is carried on in
any part of the island of Ireland, the Authority understands the phrase “undertakings
involved in the merger or acquisition” as used in that sub-section to mean the entire group
of undertakings to which an undertaking party to a proposed transaction belongs.
(2) Notwithstanding the provisions of sub-article (1) of this Article, in the case of the
acquisition of part (“the target”) of an undertaking (“the vendor”), the turnover only of the
target (whether or not it is constituted as a separate legal entity) shall be taken into account
on the vendor’s side of the transaction.
(3) Notwithstanding the provisions of sub-article (2) of this Article, in the case of an
asset acquisition of the kind specified in section 16(1)(c) of the Act, that part of the turnover
of the vendor that is generated from the assets the subject of the transaction, shall be taken
into account.
Page 3
Article 3.
Definition of “carries on business in any part of the island of Ireland”
Section 18(1)(a)(ii) sets out a criterion whereby a proposed merger or acquisition is notifiable
(subject to the turnover thresholds) if each of 2 or more of the undertakings involved in the
merger or acquisition carries on business in any part of the island of Ireland. The Authority
understands this phrase to include undertakings which have sales into the island of Ireland
without having a physical presence within the island of Ireland.
Article 4.
Definition of “turnover in the State”
Section 18(1)(a)(iii) sets out a threshold in respect of turnover in the State. The Authority
understands “turnover in the State” to comprise sales made or services supplied to
customers within the State.
For the Competition Authority
_____________________________
Dr John Fingleton
Chairperson,
18 February 2003