Merger Control Regime in Singapore – Voluntary, But Really?

It is often stated that Singapore has a voluntary merger notification regime and thus, parties are not obliged to notify their mergers to the Competition and Consumer Commission of Singapore (“CCCS“). However, it has become increasingly apparent over the years, and perhaps reinforced by the developments since the seminal Infringement Decision in relation to the Sale of Uber’s Southeast Asian business to Grab in consideration of a 27.5% stake in Grab (CCCS 500/001/18) (“Grab-Uber case“), that CCCS does in fact expect merging parties to notify CCCS as long as the merger could result in a substantial lessening of competition and thus be prohibited under Section 54 of the Competition Act (Cap. 50B). 

In this Update, we look at (a) when merging parties should consider notifying their merger to CCCS; (b) explain the importance of notification and the possible consequences of failing to notify; and (c) provide suggestions on undertaking a proper merger analysis and managing the Singapore leg of the transaction potentially with the regulator.

Alongside this, we remind our readers that merger control compliance is now in at least four other countries in Southeast Asia, namely, Indonesia, Thailand, Vietnam, and the Philippines. These are countries where notification is mandatory when the prescribed thresholds are crossed (with each country applying different thresholds). Any multi-jurisdictional analysis will need to bear these countries in mind.