New Premerger Filing Thresholds Take Effect in Germany
03/25/2009As of 25 March 2009, new merger notification thresholds take effect in Germany pursuant to recently-enacted amendments to Germany's competition law. Under the new rules, notification to the FCO will only be required if (i) the combined worldwide turnover of all parties to the transaction exceeds EUR 500 million; (ii) the domestic turnover of at least one participating company was more than EUR 25 million; and (iii) at least one other party to the transaction had a domestic turnover of at least EUR 5 million in the last business year. By adding the third requirement, transactions will now be notifiable only if at least two parties to the transaction have substantial sales in Germany, and it is expected that this new requirement will reduce the number of transactions subject to premerger notification requirements in Germany.
The existing "de minimis exemptions" remain unchanged under the new rules. Specifically, consistent with pre-existing rules, even if the general turnover thresholds are met, no filing is required where (i) one of the parties to a merger transaction (that is not controlled by another undertaking) had a worldwide turnover of less than EUR 10 million in its last business year; or (ii) the relevant market (which must have been in existence for at least five years) had a total annual value of less than EUR 15 million in the last calendar year.
