Yes, there is a regulatory regime applicable to mergers and similar transactions.

The Commission for the Protection of Competition (the "CPC").

The European Commission shall have jurisdiction where a concentration is deemed to have a Community dimension within the meaning of Council Regulation ("EC") No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings.

The Control of Concentrations Between Undertakings, Law 83(I) of 2014 (the "Law"), is the legislative instrument governing the control of concentrations between undertakings in Cyprus.

The Law is applicable to transactions that result in a permanent change of control. As such, transactions involving:

• 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 the purchase of securities or assets, by agreement or otherwise, of control of one or more other undertakings, would be within the ambit of the Law.

Pursuant to Section 6(2) of the Law, ‘control’ is defined 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 ownership or enjoyment rights over the whole or part of the assets of the undertaking; or rights or contracts that confer the possibility of decisive influence on the composition, meetings or decisions of the bodies of an undertaking.

Joint ventures performing all the functions of an autonomous economic entity in a permanent manner are also caught by the Law.

Pursuant to Section 6(4)(a) of the Law, a concentration between undertakings is not deemed to arise in the following types of transactions:

• 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 behavior 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 by the CPC on request, where it can be shown that the disposal was not reasonably possible within the period set;
• Control is exercised by a person authorized under the legislation relating to liquidation, bankruptcy or any other similar procedure;
• The concentration of undertakings between one or more persons already controlling at least one or more undertakings is carried out by investment companies;
• Property is transferred due to death by a will or by intestate devolution; or
• It is a concentration between two or more undertakings, each of which is a subsidiary undertaking of the same entity.

No, to the extent that the 'control' element does not exist.

Foreign-to-foreign transactions may be caught by the Law. Whether or not a foreign-to-foreign transaction is considered to be a concentration of major importance depends on whether the jurisdictional thresholds are met; with the local effects dimension being the achievement of turnover by at least two of the undertakings concerned in Cyprus and the Cyprus-achieved turnover of all undertakings concerned is at least EUR 3.5 million.

Only concentrations of major importance 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 meet the jurisdictional thresholds if:

• The aggregate turnover achieved by at least two of the undertakings concerned exceeds, in relation to each one of them, EUR 3.5 million; 
• At least two of the undertakings concerned achieve the turnover in Cyprus; and
• At least EUR 3.5 million of the aggregate turnover of all undertakings concerned is achieved in Cyprus. The Law vests the Minister of Energy, Commerce, Industry and Tourism with the power to declare a concentration as being of major importance even when the thresholds are not met.

The filing of concentrations that are considered to be of major importance is mandatory.

Concentrations of major importance must be notified to the Service of the CPC 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 be made where the undertakings concerned prove to the Service of the CPC 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.

Yes, 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 undertakings regarding the decision of the CPC of whether the concentration is cleared or if it shall proceed to carry out a full investigation of the concentration.

If due to the excessive volume of work or due to the complexity of the information contained in the notification, the Service of the CPC is unable to meet the aforementioned deadline, it shall, within seven days prior to the lapse of the one-month period, inform the notifying undertakings of an extension to the said period by a further period of 14 days.

The notification of a concentration of major importance must incorporate all of the information set out in Appendix III of the Law. The notification must be made in the Greek language and must also be accompanied by various supporting documents and other information which may, however, be provided 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 a short description of the contents of all analyses, reports, studies and surveys that were prepared by or for any of the persons responsible for notification for the purpose of evaluating or analyzing 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 between each participant in the concentration and the undertakings connected with it;
• Personal and economic ties between each group of undertakings and any other undertaking operating within the affected market in which such group holds, inter alia, at least 10 percent of the voting rights or shares;
• A description and analysis of the relevant product and geographical markets; and
• A description and analysis of the affected relevant product and geographical markets.

Yes, a mandatory filing fee of EUR 1,000 is payable to the CPC. Where a concentration becomes subject to a full investigation (Phase II), the undertakings concerned must pay an additional fee of EUR 6,000 to the CPC.

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 undertakings of whether the concentration is cleared or it shall proceed to a full investigation of the concentration.

If, owing to the excessive volume of work or the complexity of the information contained in the notification, the Service is unable to meet the aforementioned deadline, 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 by a further period of 14 days.

Where a Phase II investigation is initiated by virtue of Section 25 of the Law, the Service must prepare a report of findings for the CPC within three months from the date of receipt of the notification, provided that the fees payable towards a full investigation are settled. In the case of a full investigation, the notifying party or parties must be informed of the CPC’s decision no later than four months from the date of receipt by the Service of the original notification application or, in the event that additional information is requested by the Service, within four months of receipt by it of the additional information requested, as the case may be.

The Law does not provide the parties to concentrations with the possibility of utilizing a fast-track procedure for the clearance of concentrations.

The substantive test for clearance is for a concentration to not significantly impede effective competition in Cyprus or in a substantial part of it, especially as a result of the creation or strengthening of a dominant position. In assessing the compatibility of a concentration with the competitive market, 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.

The CPC’s assessment at Phase 1 shall either lead to a decision (i) that the concentration is not one of major importance and therefore does not fall within the scope of the Law, (ii) that the concentration is of major importance but does not raise any doubts as to its compatibility with competition in the market and is therefore declared compatible and cleared, or (iii) that doubts as to such compatibility are raised and a full investigation must be initiated.

The CPC at Phase 2 may declare the concentration as compatible, subject to conditions that it may decide to impose upon the undertakings concerned, or incompatible with competition in the market and thus not cleared.

In the event that a Phase 2 investigation is to be conducted, the Service of the CPC will request further information from the participants as well as other entities involved in the specific sector for the purpose of completing its investigation. Also the Service of the CPC notifies the participants that they may make suggestions to undertake remedies (whether divestiture or behavioral remedies) that will remove the CPC doubts as to the compatibility of the transaction within the time-limit defined by the Service of the CPC.

Although failure to notify a concentration does not in 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. An administrative fine of up to 10 percent of the aggregate turnover achieved by the notifying undertaking during the immediately preceding financial year may be imposed on the notifying undertaking for the discussed infringement, which may be followed by additional administrative fines of EUR 8,000 for each day the infringement persists. The CPC also has the power to order the partial or whole dissolution of a concentration of major importance in order to secure the restoration of the functioning of competition in the market, provided that the requirements of the Law are met.

An administrative fine of up to EUR 50,000 may be imposed for the supply of false or misleading information in the course of compliance with an obligation imposed by any provision of the Law.

An administrative fine of up to EUR 50,000 may be imposed in case of omission to provide information pursuant to an obligation imposed by any provision of the Law.

Where a concentration is either partially or entirely implemented prior to the clearance of the CPC, administrative sanctions may be imposed by the CPC. An administrative fine of up to 10 percent of the aggregate turnover achieved by the notifying undertaking during the immediately preceding financial year may be imposed on the notifying undertaking for the said infringement, which may be followed by additional administrative fines of EUR 8,000 for each day the infringement persists. The CPC also has the power to order the partial or whole dissolution of a concentration of major importance in order to secure the restoration of the functioning of competition in the market, provided that the requirements of the Law are met.

A concentration that is not of major importance by way of meeting the turnover thresholds set out in the Law, may still be reviewed by the CPC where the concentration in question is declared as being of major importance by an Order of the Minister of Energy, Commerce, Industry and Tourism. In such a case, the provisions of the Law shall apply.

A notifiable concentration that has been implemented contrary to the provisions of the Law may be challenged by the CPC. The latter may, in particular, examine infringements of the provisions of the Law and prepare and issue statements of objections against the parties concerned. It may also impose administrative sanctions where a concentration has been partially or wholly implemented, contrary to the provisions of the Law, including where it has been implemented prior to receiving the notice of clearance by the Service of the CPC.

The CPC has recently been active in the review of notifications of a more substantial nature following the enactment of the Law, which no longer catches foreign-to-foreign transactions that are entirely unrelated to Cyprus. It usually delivers its decisions in a timely manner.

There are no current proposals for any changes to be made to the Law.