Italian Merger Filing Thresholds Increased
The Italian Competition Authority ("ICA") annually amends the turnover thresholds for notification of transaction based on the gross national product price deflator index. The ICA now has increased the first threshold, relating to the Italian combined turnover of all the undertakings concerned, to € 495 million (which before was €492 million). However, this is not likely to substantially impact on the number of notifiable transactions in Italy.
Existing thresholds
According to article 16 (1) of Law No. 287/1990 - as recently amended - a merger was reportable to the Italian Competition Authority ("ICA") if two cumulative thresholds were met:
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the combined Italian turnover of all the undertakings concerned exceeded €492 million (approximately US$555 million); and
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the individual Italian turnover of each of at least two undertakings involved in the transaction exceeded €30 million (approximately US$33.8 million).
Updated thresholds
Under the current legislation, the ICA annually amends these turnover thresholds based on the gross national product price deflator index. The ICA's decision updating the thresholds (in Italian) is available on the ICA's website.
The current thresholds, updated in March 2018, provide that transactions are reportable to the ICA if:
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the combined Italian turnover of all the undertakings concerned exceeds €495 million (approximately US$559 million); and
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the individual Italian turnover of each of at least two undertakings involved in the transaction exceeds €30 million (approximately US$33.8 million).
The slight increase in the first set of thresholds, relating to the combined Italian turnover of the undertakings concerned, is not likely to decrease the number of notifiable transactions in Italy.
Entry into force and effects on pending transactions
The updated merger control thresholds entered into force on March 12, 2018. Since, under Italian rules, the relevant date to establish jurisdiction is the closing of a transaction, the updated thresholds will be applicable to deals signed under the old thresholds that will be closed under the updated ones.
For an analysis of the amendment, see our previous Commentary.
