Cyprus Merger Control in ICLG Merger Control 2016

The International Comparative Legal Guide to:
A practical cross-border insight into merger control issues
Published by Global Legal Group, with contributions from:
Accura Advokatpartnerselskab
Advokatfirmaet Wiersholm AS
AlixPartners UK LLP
Anastasios Antoniou LLC
Ashurst LLP
Asters
Beiten Burkhardt
Bergstein Abogados
Blake, Cassels & Graydon LLP
Boga & Associates
Drew & Napier LLC
ELIG, Attorneys-at-Law
Erdinast, Ben Nathan & Co. Advocates
GO Associados
Ivanyan & Partners
Jesse & Kalaus Attorneys
JSC Center for Development and
Protection of Competition Policy
Karimov and Partners Ltd.
Kastell Advokatbyrå AB
Khan Corporate Law
King & Wood Mallesons
Koep & Partners
Lee and Li, Attorneys-at-Law
Linklaters LLP
Matthews Law
Morais Leitão, Galvão Teles, Soares da Silva & Associados
Moravčević Vojnović i Partneri in cooperation with Schoenherr
Nagashima Ohno & Tsunematsu
OLIVARES
Peltonen LMR Attorneys Ltd.
PUNUKA Attorneys & Solicitors
Schellenberg Wittmer Ltd
Schoenherr
Schoenherr in cooperation with Advokatsko druzhestvo
Stoyanov & Tsekova
Schoenherr și Asociații SCA
Sidley Austin LLP
Skadden, Arps, Slate, Meagher & Flom
UGGC Avocats
Vaish Associates, Advocates
12th Edition
Merger Control 2016
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Continued Overleaf
The International Comparative Legal Guide to: Merger Control 2016
General Chapters:
Country Question and Answer Chapters:
1 To Bid or Not to Bid, That is the Question – the Assessment of Bidding Markets in Merger Control –
David Wirth, Ashurst LLP 1
2 Remedies Under the EUMR – Frederic Depoortere & Giorgio Motta,
Skadden, Arps, Slate, Meagher & Flom 10
3 The Economics of Retailer Mergers – Ashley Burdett & Mat Hughes, AlixPartners UK LLP 15
4 Albania Boga & Associates: Sokol Elmazaj & Jonida Skendaj 23
5 Australia King & Wood Mallesons: Sharon Henrick & Wayne Leach 30
6 Austria Schoenherr: Stefanie Stegbauer & Franz Urlesberger 39
7 Belgium Linklaters LLP: Thomas Franchoo & Niels Baeten 46
8 Bosnia & Herzegovina Moravčević Vojnović i Partneri in cooperation with Schoenherr:
Srđana Petronijević & Danijel Stevanović 53
9 Botswana Khan Corporate Law: Shakila Khan & Precious N. Hadebe 61
10 Brazil GO Associados: Gesner Oliveira & Ricardo Pastore 67
11 Bulgaria Schoenherr in cooperation with Advokatsko druzhestvo Stoyanov & Tsekova:
Ilko Stoyanov & Mariya Papazova 75
12 Canada Blake, Cassels & Graydon LLP: Debbie Salzberger & Emma Costante 82
13 China King & Wood Mallesons: Susan Ning & Ting Gong 91
14 Cyprus Anastasios Antoniou LLC: Anastasios A. Antoniou & Aquilina Demetriadi 98
15 Denmark Accura Advokatpartnerselskab: Jesper Fabricius & Christina Heiberg-Grevy 105
16 Estonia Jesse & Kalaus Attorneys: Tanel Kalaus & Mari Matjus 114
17 European Union Sidley Austin LLP: Steve Spinks 122
18 Finland Peltonen LMR Attorneys Ltd.: Ilkka Leppihalme & Matti J. Huhtamäki 133
19 France Ashurst LLP: Christophe Lemaire & Simon Naudin 144
20 Germany Beiten Burkhardt: Philipp Cotta & Uwe Wellmann 154
21 Hong Kong King & Wood Mallesons: Martyn Huckerby & Edmund Wan 164
22 Hungary Schoenherr: Anna Turi & Christoph Haid 170
23 India Vaish Associates, Advocates: Man Mohan Sharma 178
24 Israel Erdinast, Ben Nathan & Co. Advocates: Michal Rothschild 186
25 Italy King & Wood Mallesons: Riccardo Croce & Elisa Baretta 192
26 Japan Nagashima Ohno & Tsunematsu: Eriko Watanabe & Yoshitoshi Imoto 201
27 Kazakhstan JSC Center for Development and Protection of Competition Policy:
Aldash Aitzhanov & Anara Batyrbayeva 208
28 Kosovo Boga & Associates: Sokol Elmazaj & Delvina Nallbani 215
29 Macedonia Moravčević Vojnović i Partneri in cooperation with Schoenherr:
30 Mexico OLIVARES: Gustavo A. Alcocer & Andrés de la Cruz Pérez 230
31 Montenegro Moravčević Vojnović i Partneri in cooperation with Schoenherr:
32 Morocco UGGC Avocats: Corinne Khayat & Catherine Chappellet-Rempp 243
33 Namibia Koep & Partners: Hugo Meyer van den Berg & Peter Frank Koep 253
34 New Zealand Matthews Law: Nicko Waymouth & Gus Stewart 260
35 Nigeria PUNUKAAttorneys & Solicitors: Anthony I. Idigbe & Eberechi Ifeonu 267
36 Norway Advokatfirmaet Wiersholm AS: Anders Ryssdal & Håkon Cosma Størdal 277
37 Portugal Morais Leitão, Galvão Teles, Soares da Silva & Associados:
Carlos Botelho Moniz & Pedro de Gouveia e Melo 285
38 Romania Schoenherr și Asociații SCA: Cătălin Suliman & Silviu Vasile 296
39 Russia Ivanyan & Partners: Maria Miroshnikova & Sergei Kushnarenko 304
Contributing Editors
Nigel Parr and Catherine
Hammon, Ashurst LLP
Head of Business
Development
Dror Levy
Sales Director
Florjan Osmani
Account Directors
Oliver Smith, Rory Smith
Senior Account Manager
Maria Lopez
Sales Support Manager
Toni Hayward
Sub Editor
Hannah Yip
Senior Editor
Suzie Levy
Group Consulting Editor
Alan Falach
Group Publisher
Richard Firth
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ISBN 978-1-910083-70-3
ISSN 1745-347X
Strategic Partners

EDITORIAL
Welcome to the twelfth edition of The International Comparative Legal Guide
to: Merger Control.
This guide provides corporate counsel and international practitioners with a
comprehensive worldwide legal analysis of the laws and regulations of merger
control.
It is divided into two main sections:
Three general chapters. These chapters are designed to provide readers with a
comprehensive overview of key issues affecting merger control, particularly
from the perspective of a multi-jurisdictional transaction.
Country question and answer chapters. These provide a broad overview of
common issues in merger control laws and regulations in 50 jurisdictions.
All chapters are written by leading merger control lawyers and industry specialists
and we are extremely grateful for their excellent contributions.
Special thanks are reserved for the contributing editors Nigel Parr and Catherine
Hammon of Ashurst LLP for their invaluable assistance.
Global Legal Group hopes that you find this guide practical and interesting.
The International Comparative Legal Guide series is also available online at
www.iclg.co.uk.
Alan Falach LL.M.
Group Consulting Editor
Global Legal Group
Alan.Falach@glgroup.co.uk
The International Comparative Legal Guide to: Merger Control 2016
Country Question and Answer Chapters:
40 Serbia Moravčević Vojnović i Partneri in cooperation with Schoenherr:
41 Singapore Drew & Napier LLC: Lim Chong Kin & Dr. Corinne Chew 321
42 Slovakia Schoenherr: Jitka Linhartová & Claudia Bock 331
43 Slovenia Schoenherr: Eva Škufca & Christoph Haid 337
44 Spain King & Wood Mallesons: Ramón García-Gallardo &
Manuel Bermúdez Caballero 347
45 Sweden Kastell Advokatbyrå AB: Pamela Hansson & Christina Mailund 358
46 Switzerland Schellenberg Wittmer Ltd: David Mamane & Dr. Jürg Borer 366
47 Taiwan Lee and Li, Attorneys-at-Law: Stephen Wu & Yvonne Hsieh 374
48 Turkey ELIG, Attorneys-at-Law: Gönenç Gürkaynak & Ayşe Güner 381
49 Ukraine Asters: Igor Svechkar & Tetiana Vovk 388
50 United Kingdom Ashurst LLP: Nigel Parr & Duncan Liddell 395
51 USA Sidley Austin LLP: William Blumenthal & Marc E. Raven 409
52 Uruguay Bergstein Abogados: Leonardo Melos & Jonás Bergstein 417
53 Uzbekistan Karimov and Partners Ltd.: Bobir Karimov 424

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© Published and reproduced with kind permission by Global Legal Group Ltd, London
Chapter 14
1 Relevant Authorities and Legislation
1.1 Who is/are the relevant merger authority(ies)?
The competent authority for the control of concentrations between
undertakings is the Commission for the Protection of Competition
(CPC), initially established in 1990 and re-established pursuant to
the provisions of the Protection of Competition Law No. 13(I)/2008,
as amended by Law No. 4(I) of 2014.
1.2 What is the merger legislation?
The legislative instrument governing the control of concentrations
in Cyprus is the Control of Concentrations Between Undertakings
Law 83(I)/2014 (the Law). The Law entered into force in June 2014
and has repealed and replaced the previous statute in place since
1999.
1.3 Is there any other relevant legislation for foreign
mergers?
There is currently no other legislation regarding foreign mergers.
The Law applies equally to all types of concentrations falling
within its scope, including foreign-to-foreign mergers, provided the
prescribed jurisdictional thresholds are met.
1.4 Is there any other relevant legislation for mergers in
particular sectors?
There is currently no legislation governing merger control in
particular sectors.
2 Transactions Caught by Merger Control
Legislation
2.1 Which types of transaction are caught – in particular,
what constitutes a “merger” and how is the concept
of “control” defined?
The Law is applicable to transactions resulting in a permanent
change of control. Such transactions are defined as ‘concentrations’
and include mergers of two previously independent undertakings
or parts thereof, and acquisitions by one or more persons already
controlling at least one undertaking, or by one or more undertakings,
directly or indirectly, whether by purchase of securities or assets,
by agreement or otherwise, of control of one or more other
undertakings.
Control is defined under section 6(2) of the Law as control stemming
from any rights, agreements or other means which, either severally
or jointly, confer the possibility of exercising decisive influence
over an undertaking through:
(a) ownership or enjoyment rights over the whole or part of the
assets of the undertaking; or
(b) rights or contracts that confer the possibility of decisive
influence on the composition, meetings or decisions of the
bodies of an undertaking.
2.2 Can the acquisition of a minority shareholding
amount to a “merger”?
It is irrelevant for the purposes of the Law whether an acquisition
of minority shareholding has taken place as long as the relevant
transaction falls within the definitions of “merger” and “control” as
per question 2.1 above.
2.3 Are joint ventures subject to merger control?
Joint ventures performing all functions of an autonomous economic
entity in a permanent manner are subject to merger control and fall
within the scope of the Law.
2.4 What are the jurisdictional thresholds for application
of merger control?
Transactions falling under those specified in questions 2.1 and
2.3 supra constitute concentrations for the purposes of the Law.
Nevertheless, only concentrations of major importance are subject
to investigation and hence must be notified to the CPC.
For the purposes of the Law, a concentration of undertakings
is deemed to be of major importance and therefore meets the
jurisdictional thresholds if:
(a) the aggregate turnover achieved by at least two of the
undertakings concerned exceeds, in relation to each one of
them, the amount of €3.5 million;
(b) at least two of the undertakings concerned achieve a turnover
in the Republic of Cyprus; and
(c) at least €3.5 million of the aggregate turnover of all
undertakings concerned is achieved in the Republic of
Cyprus.
Anastasios A. Antoniou
Aquilina Demetriadi
Cyprus

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Cyprus
Anastasios Antoniou LLC Cyprus
2.5 Does merger control apply in the absence of a
substantive overlap?
Filingofconcentrationsofmajorimportanceismandatory,regardless
of whether overlap exists or not, except where the exceptions
outlined in question 3.2 infra are met. If the CPC finds that there
is no substantive overlap it shall declare the merger compatible and
thus cleared and will not proceed into a full investigation of the
concentration, i.e. into Phase II of the regulatory process.
2.6 In what circumstances is it likely that transactions
between parties outside Cyprus (“foreign-to-foreign”
transactions) would be caught by your merger control
legislation?
Provided the jurisdictional thresholds are met, foreign-to-foreign
transactions are caught under the Law. The test as to whether a
foreign-to-foreign merger is caught as a concentration of major
importance is essentially satisfied where the jurisdictional thresholds
are met, with the local effects dimension being the achievement of
a turnover in Cyprus by at least two undertakings concerned and the
Cyprus-achieved turnover of all undertakings concerned being at
least €3.5 million.
2.7 Please describe any mechanisms whereby the
operation of the jurisdictional thresholds may be
overridden by other provisions.
The operation of the jurisdictional thresholds is absolute. However,
the Law vests the Minister of Energy, Commerce, Industry and
Tourism with the power to issue a justified order by virtue of which
a concentration is declared as being of major public interest with
respect to the effects it might have on economic and social progress,
technological development, employment or the sale of goods or
the provision of services essential for the public security of the
Republic.
2.8 Where a merger takes place in stages, what principles
are applied in order to identify whether the various
stages constitute a single transaction or a series of
transactions?
A concentration of undertakings taking place in stages during a
period of no longer than four consecutive years and which results in
the acquisition of control by one undertaking of another undertaking
shall fall within the ambit of the Law and shall be considered as
having occurred as soon as the final stage, which gave rise to
acquisition of the said control, takes place.
3 Notification and its Impact on the
Transaction Timetable
3.1 Where the jurisdictional thresholds are met, is
notification compulsory and is there a deadline for
notification?
Notification is compulsory in relation to all concentrations of major
importance with the exceptions of the cases under question 3.2 infra.
Concentrations meeting the jurisdictional thresholds must be notified
to the Service prior to their implementation, following the conclusion
of the relevant agreement or the publication of the relevant takeover
or the acquisition of a controlling interest. Notification can also
take place where the undertakings concerned prove to the Service
their bona fide intention to conclude an agreement or, in the case
of a takeover offer or of an offer for the acquisition of a controlling
interest, following a public announcement of an intention or final
decision to make such offer.
3.2 Please describe any exceptions where, even though
the jurisdictional thresholds are met, clearance is not
required.
A notification and therefore clearance is not required in the
following cases, as prescribed under section 6(4) of the Law, where
a concentration of major importance is not deemed to arise:
(a) a credit or financial institution or an insurance company, the
normal activities of which include transactions and dealing
in securities on its own account or for the account of third
parties, holds on a temporary basis securities that it has
acquired in an undertaking with a view to reselling them,
provided that the institution does not exercise voting rights
in respect of those securities with a view to determining the
competitive behaviour of that undertaking or provided that it
exercises such voting rights only with a view to facilitating
the disposal of all or part of that undertaking or of its assets
or the disposal of those securities, and that any such disposal
takes place within one year of the date of acquisition – a
period which can be extended with the leave of the CPC;
(b) control is exercised by a person authorised under the
legislation relating to liquidation, bankruptcy, or any other
similar procedure;
(c) the concentration of undertakings between one or more
persons already controlling at least one or more undertakings
is carried out by investments companies;
(d) property is transferred due to death by a will or by intestate
devolution; or
(e) it is a concentration between two or more undertakings, each
of which is a subsidiary undertaking of the same entity.
3.3 Where a merger technically requires notification and
clearance, what are the risks of not filing? Are there
any formal sanctions?
The Law does not provide for formal sanctions in case of failure to
file a notification in relation to a concentration of major importance.
However, the Service, upon becoming aware of a concentration of
major importance that ought to be notified but the undertakings
concerned have failed to do so, notifies the undertakings concerned
of their obligation to proceed with notifying such concentration in
accordance with the provisions of the Law.
Although failure to notify a concentration does not by itself give rise
to sanctions, where the concentration has been partially or entirely
implemented in the absence of clearance by the CPC, administrative
fines may be imposed.
The CPC, additionally, has the power to order the partial or whole
dissolution of a concentration of major importance that has been
implemented by the undertakings concerned in violation of the
obligation to notify the concentration.
3.4 Is it possible to carve out local completion of a merger
to avoid delaying global completion?
There are no legislative mechanisms to support such a view.

Cyprus
3.5 At what stage in the transaction timetable can the
notification be filed?
The notification must be filed prior to the implementation of the
transaction and (i) either following the conclusion of the relevant
agreement or publication of the relevant takeover or the acquisition
of a controlling interest, or (ii) where the undertakings concerned
prove to the Service their bona fide intention to conclude an
agreement, or, in the case of a takeover offer or of an offer
for the acquisition of a controlling interest, following a public
announcement of an intention or final decision to make such offer.
3.6 What is the timeframe for scrutiny of the merger by
the merger authority? What are the main stages in the
regulatory process? Can the timeframe be suspended
by the authority?
The regulatory process consists of the following two stages:
Phase I entails the preparation of a written report by the Service to
the CPC and an assessment of the concentration by the CPC upon
receiving the said report by the Service. The CPC’s assessment shall
either lead to a decision that the concentration is not one of major
importance and therefore does not fall within the scope of the Law,
that the concentration is of major importance yet does not raise any
doubts as to its compatibility with competition in the market and is
therefore declared compatible and cleared, or that doubts as to such
compatibility are raised and a full investigation must be initiated
(i.e. Phase II infra).
The Service shall within one month from the date of receipt of the
notification and the filing fees or from the date on which the Service
receives additional information necessary towards achieving
conformity of the notification to the requirements of the Law, inform
the notifying undertaking(s) regarding the decision of the CPC of
whether the concentration is cleared or it shall proceed to a full
investigation of the concentration.
If, owing to the volume of work or the complexity of the information
contained in the notification, the Service is unable to comply with
the aforementioned time frame, it shall within seven days prior to
the lapse of the one-month period inform the notifying undertaking
of an extension to the said period of 14 days.
Phase II entails the preparation of a report of findings by the Service,
which is submitted to the CPC within three months as of the date
of receipt of the notification, provided that the fees applicable in
the case of a full investigation are paid. The CPC is then bound
to assess the concentration under the light of the findings of the
Service and accordingly declare the concentration as compatible,
subject to conditions which it may decide to impose upon the
undertakings concerned or incompatible with competition in the
market and thus not cleared. The CPC shall notify the undertakings
concerned of its decisions during a full investigation no later than
four months following receipt of the notification by the Service or,
where necessary, following the date on which the Service receives
additional information necessary towards achieving conformity of
the notification to the requirements of the Law.
3.7 Is there any prohibition on completing the transaction
before clearance is received or any compulsory
waiting period has ended? What are the risks in
completing before clearance is received?
The Law expressly prohibits the partial or entire implementation
of the concentration prior to clearance, unless the Service fails to
inform the notifying undertaking of whether the concentration is
cleared or a Phase II investigation will be carried out within the
one month period discussed under question 3.6 supra, in which case
the concentration is deemed as cleared. Where a concentration is
either partially or entirely implemented prior to the clearance of the
CPC or prior to the lapse of the aforementioned one-month period,
administrative sanctions may be imposed by the CPC.
Anadministrativefineofupto10%oftheaggregateturnoverachieved
by the notifying undertaking during the immediately preceding
financial year may be imposed to the notifying undertaking for the
discussed infringement; such a fine may be followed by additional
administrative fines of €8,000 for each day the infringement persists.
Moreover, the CPC has the power to order the partial or complete
dissolution of a concentration that has been implemented prior to
obtaining clearance by the CPC.
3.8 Where notification is required, is there a prescribed
format?
Although there is no prescribed format for the notification to be
filed, the Law requires that the notification includes the information
prescribed in Appendix III to the Law. The notification must be
made in Greek and must be accompanied by various supporting
documents and other information which can also be in English,
including but not limited to the following:
■ a copy of all final or most recent documents that brought
about the concentration either by agreement or following a
public bid;
■ in the case of a public bid, a copy of the public bid document;
■ copies of the most recent annual reports and audited financial
statements of all the undertakings participating in the
concentration;
■ copies of reports or analyses prepared for the purposes of the
concentration;
■ a list and short description of the contents of all analyses,
reports, studies and surveys that were prepared by or for
any of persons responsible for notification for the purpose
of evaluating or analysing the proposed concentration in
relation to the market and competition conditions;
■ details of the concentration (including the nature and scope
of the concentration, the financial and structural details of the
concentration, and details regarding the turnover in Cyprus
and worldwide of each undertaking);
■ details of relationships of ownership and control as between
each participant in the concentration and the undertakings
connected with it;
■ personal and economic ties as between each group of
undertakings and any other undertaking operating within the
affected market in which such group holds, inter alia, at least
10% of the voting rights or shares; and
■ a description and analysis of the affected relevant markets.
3.9 Is there a short form or accelerated procedure for any
types of mergers? Are there any informal ways in
which the clearance timetable can be speeded up?
The timeframe for scrutiny of the merger is conducted in accordance
with the description provided in question 3.6 supra. There are no
means by which the clearance timetable can be sped up, unless the
CPC itself provides clearance sooner than as provided under the
timeframe.
However, in cases where the CPC decides to proceed to Phase II
investigation of the concentration, the parties may request the

Cyprus
temporary approval of the concentration, provided that such request
is justified and proves that the undertakings submitting such request
are likely to incur serious loss as a result of any further delay in
the implementation of the concentration. The CPC is entitled to
temporarily approve a concentration by imposing any such terms
and obligations against the undertakings concerned so as to secure
conditions of effective competition.
3.10 Who is responsible for making the notification and are
there any filing fees?
Concentrations of major importance must be notified to the
Service in writing, either jointly or separately by the undertakings
participating in a merger or in the joint acquisition of control
of another undertaking. In all cases, the party responsible for
notification is the undertaking acquiring control.
Filing fees are fixed by the Law at €1,000. Where a concentration
becomes subject to full investigation (Phase II), a fee of €6,000
becomes payable to the CPC.
3.11 What impact, if any, do rules governing a public offer
for a listed business have on the merger control
clearance process in such cases?
The Public Takeover Bids Law 41(I) of 2007, as amended, which
transposes the relevant Directive 2004/35/EC of the European
Parliament and of the Council of 21 April 2004 on takeover bids, is
applicable to public offers for listed undertakings. It is of relevance
to public takeover bids that concentrations of major importance
arising from the publication of a public takeover or the acquisition
of a controlling interest must be notified to the CPC prior to their
implementation and following such publication. Notification can
also take place whether the undertakings concerned prove to the
Service of the CPC their bona fide intention of a takeover offer or
of an offer for the acquisition of a controlling interest, following a
public announcement of an intention or final decision to make such
offer.
3.12 Will the notification be published?
The CPC publishes a description of the notification in the Official
Gazette of the Republic and on its website, indicating the names of
the participants, the nature of the concentration and the economic
sectors involved.
In doing so the CPC shall take into account, as far as possible, the
legitimate interests of the affected undertakings in the protection of
their business secrets.
4 Substantive Assessment of the Merger
and Outcome of the Process
4.1 What is the substantive test against which a merger
will be assessed?
The substantive test for compatibility of a concentration with
competition in the market is for such concentration not to
substantially obstruct competition in the Republic or in a part
thereof, particularly as a result of the creation or strengthening of
dominant position.
In assessing such compatibility or not of a concentration, the CPC
takes into consideration the following criteria:
■ the need to maintain and develop conditions of effective
competition in the relevant markets, taking into account, inter
alia, the structure of the affected markets, other markets upon
which the concentration may have significant effects and the
potential competition on behalf of undertakings within or
outside Cyprus;
■ the position in the market of the undertakings concerned and
undertakings connected to it in a manner prescribed under
Annex II to the Law;
■ the financial power of such undertakings;
■ the alternative sources of supply of products or services in
the affected markets and/or other markets upon which the
concentration may have significant effects;
■ any barriers of entry to the affected markets and/or other
markets upon which the concentration may have significant
effects;
■ the interests of the intermediate and end consumers of the
relevant products and services;
■ the contribution to technical and economic progress and
the possibility of such contribution being in the interest of
consumers and not obstructing competition; and
■ the supply and demand trends for the relevant markets.
To the extent a joint venture that constitutes a concentration has
as its object or effect the coordination of competitive conduct
of undertakings that remain independent, this coordination is
examined in accordance with provisions three and four of the Law.
In assessing a joint venture the Service shall particularly take into
account:
■ whether two or more parent companies substantially carry
out activities in the same market or in a market of a previous
or next level to that of the joint venture or a market closely
linked to such market; and
■ whether the coordination that directly emanates from the
creation of the joint venture provides the undertakings
concerned the ability to eliminate competition for a large part
of the relevant products or services.
4.2 To what extent are efficiency considerations taken
into account?
In reviewing a concentration as to its compatibility with the
competitive market, the CPC takes into account the following:
■ The structure of the affected markets.
■ The market position of the participants.
■ The economic power of all the undertakings in the market.
■ Any barriers of entry to the affected market.
■ The interests of the intermediate and end consumer of the
products and services.
■ The alternative sources of supply of the products and services
that are traded in the affected markets and of their substitutes.
■ The supply and demand trends for the relevant markets.
4.3 Are non-competition issues taken into account in
assessing the merger?
The CPC takes only competition issues into account when
considering the Service’s report and issuing its decision.
However, the Minister of energy, commerce, industry and tourism,
can by issuing a justified order, declare a concentration as being
of major public interest with respect to the effects it might have
on economic and social progress, technological development,
employment or the sale of goods or the provision of services
essential for the public security of the Republic.

Cyprus
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The CPC has at any given time the power to revoke decisions related
to the compatibility of any concentration and to amend any of the
terms of its decision if it determines that either its initial decision
was based on false or misleading information or that necessary
information relating to the concentration at hand was withheld by
the notifying party or by any other participant in the concentration
or by any other interested person, or because any condition attached
to the decision and imposed on the participants to the concentration
has not been satisfied or has ceased to be satisfied.
Where the CPC exercises its power of revocation, it may, following
a study of the Service’s report, order either a full or a partial
dissolution of the concentration to secure the restoration of the
competitive market.
5.2 Where competition problems are identified, is
it possible to negotiate “remedies” which are
acceptable to the parties?
Negotiation of “remedies” which are acceptable to the parties is
possible during the Phase II investigation, during which the Service
gives the opportunity to the participating undertakings to propose
any such amendments to the concentration or other conditions in
relation to the concentration so as to declare the same compatible
with the competition in the market.
When assessing the report of the findings of the Service and before
reaching its final decision, subject to the time limits provided by
the Law, the CPC may, if it considers expedient to do so, carry out
negotiations, a hearing or discussions with any of the interested
parties or other persons.
5.3 To what extent have remedies been imposed in
foreign-to-foreign mergers?
Despite the non-negligible number of foreign-to-foreign transactions
notified to the CPC, there is no case at present where the CPC
has requested remedies of a material nature to foreign-to-foreign
mergers, as opposed to the increasing number of local transactions
in relation to which remedies have been required.
5.4 At what stage in the process can the negotiation
of remedies be commenced? Please describe any
relevant procedural steps and deadlines.
Upon commencement of a full investigation by the Service, the
Service notifies the participating undertakings that they may proceed
to any amendments in the concentration or propose the undertaking
of certain commitments so as to remove any doubts as to the
compatibility of the concentration with the operation of competition
in the market. Submission of the above proposals or amendments
is subject to such deadline as the Service may determine when
notifying the participating undertakings.
If, following the above additional submissions by the participating
undertakings, the doubts in relation to the compatibility of the
concentration still persist and if the Service considers that the said
submissions may form the basis upon which any doubts may be
removed, the Service may commence any such negotiations with
the relevant undertakings.
Following the submission of a report of findings to the CPC by the
Service and before the CPC reaches its final decision, the CPC may,
if it considers expedient to do so, carry out negotiations, a hearing
or discussions with any of the interested parties or other persons.
4.4 What is the scope for the involvement of third parties
(or complainants) in the regulatory scrutiny process?
Parties having a legitimate interest may be requested to be involved
only within the context of a full investigation. Parties having a
legitimate interest may on a voluntary basis submit their views at
any phase of the evaluation of a concentration.
In the case of a full investigation, the Service is required to provide
any person having a legitimate interest, but who is not a participant
in the concentration, with an appropriate opportunity to submit their
views at the second phase of an investigation.
4.5 What information gathering powers does the regulator
enjoy in relation to the scrutiny of a merger?
The CPC is entitled to gather any required information in relation
to the scrutiny of a merger by addressing a written request to any
undertaking as well as any other natural or legal person and public
or private body.
The person to whom such request is addressed is under the obligation
to provide the said information immediately, fully and accurately
within the deadline specified by the CPC when addressing such
request.
4.6 During the regulatory process, what provision is
there for the protection of commercially sensitive
information?
Section 48 of the Law provides that the Chairman, members and
alternate members of the CPC, the Service officials and any other
public servant or other person employed by the CPC, who becomes
aware, by virtue of their position or during the exercise of their
duties, of business privilege or confidential information, is under
the obligation of confidentiality and is obliged not to publicise the
same, except where needed (a) so as to prove any breach of the Law,
and (b) for the application of the Law.
The above obligation to confidentiality extends to any other natural
or legal person to the knowledge of whom such information comes
by application of the Law and the procedures prescribed thereunder.
The notifying undertaking is required to specify which information
is confidential both at the filing of the notification as well as at
later stages of the procedure and in particular during the Phase II
investigation.
5 The End of the Process: Remedies,
Appeals and Enforcement
5.1 How does the regulatory process end?
Depending on whether the CPC proceeds to a full investigation of
the concentration, the regulatory process shall either end:
(a) In case of a Phase I investigation, by the publication of the
relevant decision of the CPC.
(b) In case of a Phase II investigation, by publication of the
decision of the CPC along with any conditions or remedies,
if any, which it may impose so as to declare the concentration
as being compatible with the operation of the competition in
the market.

Cyprus
5.10 What is the time limit for any appeal?
The deadline for commencing an administrative appeal is 75
days from receipt of notification of the CPC’s final decision or its
publication in the Official Gazette of the Republic of Cyprus.
5.11 Is there a time limit for enforcement of merger control
legislation?
Unless a concentration is notified to the CPC in accordance with the
timeframe described under question 3.1, merger control legislation
may be enforced against a concentration at any time at which a
concentration that ought to have been notified to the CPC but the
parties concerned have failed to do so, comes to the knowledge of
the Service. In that case, the Service shall immediately inform the
persons under obligation to notify of their obligation as such.
Pursuant to s.29, should the CPC fail to comply with the timeframe
described in question 3.1 above, the concentration can be considered
as having been cleared.
6 Miscellaneous
6.1 To what extent does the merger authority in Cyprus
liaise with those in other jurisdictions?
Pursuant to section 54 of the Law and the relevant provisions
of Council Regulation (EC) No 139/2004 on the control of
concentrations between undertakings, the CPC cooperates with
other national competition authorities in the EU and the European
Commission on the basis of the system of the parallel competences
and the exchange of views and information between them via the
European Competition Network.
6.2 Are there any proposals for reform of the merger
control regime in Cyprus?
The Law has come into effect in June 2014 and has repealed and
replaced the previous merger control regime in place since 1999.
6.3 Please identify the date as at which your answers are
up to date.
The above answers are up to date as of 12 August 2015.
5.5 If a divestment remedy is required, does the merger
authority have a standard approach to the terms and
conditions to be applied to the divestment?
In the course of a divestment remedy, the CPC may order the
dissolution or partial dissolution of the concentration concerned
to secure the restoration of the competitive market, through the
deprivation of any participation, shares, assets or rights acquired by
any person participating in the concentration, or by the cancellation
of any contracts that created the concentration, or that arose from it,
or by a combination of the two, or any other way the CPC deems
necessary.
5.6 Can the parties complete the merger before the
remedies have been complied with?
Completion of the transaction before the remedies have been
complied with shall result in the imposition of an administrative
fine of 10% of the aggregate turnover achieved by the notifying
undertaking during the immediately preceding financial year against
the notifying undertaking for the discussed infringement; such a fine
may be followed by additional administrative fines of €8,000 for
each day the infringement persists.
5.7 How are any negotiated remedies enforced?
Negotiated remedies are enforced upon issuance of the decision of
the CPC imposing such remedies in relation to the implementation
of the transaction.
5.8 Will a clearance decision cover ancillary restrictions?
There is no express provision as such in the Law. However, there
is no provision in the Law to expressly exclude such restrictions
from the CPC’s power to include in its decision on clearance any
conditions necessary to secure the competitive market.
5.9 Can a decision on merger clearance be appealed?
Decisions of the CPC are administrative executive acts issued
by a public authority and are therefore subject to judicial review
by virtue of article 146 of the Constitution of the Republic of
Cyprus, according to which an aggrieved party having a legitimate
interest and seeking to annul a CPC decision has the right to file
an administrative recourse to the Supreme Court in relation thereto.

Cyprus
Anastasios Antoniou LLC, ranked as a top-tier Cyprus law firm by the Legal 500, peer-acclaimed in Best Lawyers International, included in the world’s
best competition lawyers by Who’s Who Legal and recommended by the IFLR1000, is a boutique law practice specialising in Merger Control and
Competition law.
Anastasios Antoniou LLC features as the top-ranked merger control practice in Cyprus. The firm has achieved full and prompt clearance of a plethora
of concentrations carried out by our clients, which have included Unilever, Glencore, Gazprom, Sovcomflot, Western Union, CGG-Veritas, Henkel,
the Czech Republic, Marathon Oil, Tiande, Travelex, Petroleum Geo-Services (PGS), Salvatore Ferragamo, International Lease Finance Corporation
(ILFC) and other multinational corporations and governments.
Our firm is delighted to be the first stop for multinational companies concluding transactions that need to be notified to and cleared by the Cyprus
Commission for the Protection of Competition.
An Advocate of the Supreme Court of Cyprus, Aquilina Demetriadi is
a member of the Cyprus Bar Association, the Nicosia Bar Association
and the International Trademark Association.
Prior to being called to the Bar, Aquilina read law in the United Kingdom
(LL.B. (Hons) from the University of Manchester) and was subsequently
awarded with an LL.M. in International Business, Corporate and
Maritime Law from the Erasmus University of Rotterdam, in the
Netherlands. She also holds a Postgraduate Diploma in International
Arbitration from Queen Mary, University of London.
Aquilina is fluent in English, German, French and Greek.
Anastasios A. Antoniou is an Advocate of the Supreme Court of Cyprus
and is ranked as a leading lawyer in competition law, shipping law, EU
and international law by eminent ranking houses, including the Legal
500, Who’s Who Legal, IFLR1000 and Best Lawyers.
In recommending Anastasios as “very knowledgeable” and a leading
lawyer, the Legal 500 have highlighted his “eye for detail” and
“expertise” as being the reason behind Anastasios Antoniou LLC’s
“solid reputation”, while he has been included in the best competition
lawyers globally by Who’s Who Legal and was chosen by his peers for
inclusion in Best Lawyers International.
As counsel he appears before national and international courts and
arbitration tribunals in high-profile maritime, energy, competition and
international law disputes.
He is a member of the European Competition Lawyers Forum, the
Chartered Institute of Arbitrators, the Association of International
Petroleum Negotiators (AIPN) and the British Institute of Comparative
and International Law.
Anastasios A. Antoniou
Grigori Afxentiou 3
Office 102
4003 Limassol
Cyprus
Tel: +357 25 750 003
Fax: +357 25 104 574
Email: anastasios@antoniou.com.cy
URL: www.antoniou.com.cy
Aquilina Demetriadi
Grigori Afxentiou 3
Office 102
4003 Limassol
Cyprus
Tel: +357 25 750 003
Fax: +357 25 104 574
Email: a.demetriadi@antoniou.com.cy
URL: www.antoniou.com.cy

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