{"text_format":"2","workbook":"xlsx","n_sheets":2,"sheets":["Coversheet","Lex Mundi Global Merger Notific"],"not_rendered":{"charts":0,"images":1,"macros":0,"external_links":0,"defined_names":0,"comments":0,"pivot_tables":0},"unopened":[],"bounds":{"document_bytes":16777216,"sheet_cells":100000,"run_cost":"one","rows_first":2000,"rows_last":500,"rows_between":2000,"halvings":0,"cell_chars":16384,"cell_head_chars":4096},"cells_cut":0,"cells_raw":0,"read":"whole","date_system":"1900"}

{"sheet":"Coversheet","index":0,"n_rows":12,"n_cols":3,"rows_kept":12,"cut":false,"hidden":false,"merged":[]}
[]
[]
[null,"Prepared By:","Contributors:"]
[null,"Asters","Igor Svechkar"]
[]
[]
[]
["Lex Mundi Global Merger Notification Guide"]
[]
["Report Generated: 11/19/2025"]
[]
["View your report results on next tab"]

{"sheet":"Lex Mundi Global Merger Notific","index":1,"n_rows":25,"n_cols":2,"rows_kept":25,"cut":false,"hidden":false,"merged":[]}
["Question","Ukraine"]
["Lex Mundi Merger Notification"]
["Is there a regulatory regime applicable to mergers and similar transactions?"," The Law of Ukraine on Protection of Economic Competition of 2001 (\" Competition Law \") provides for a basic set of rules regulating, among others, merger control issues that cover the concept of concentration, notifiability thresholds, exemptions, basic procedural rules, sanctions, etc. The requirements of the Competition Law are further detailed in the Regulation on the Procedure for Review of the Applications and Cases on the Concentration of Undertakings of 2002 (\" Concentrations Regulation \") and in a number of laws and regulations, which include: \n \n The Law on the Antimonopoly Committee of Ukraine of 1993; \n The AMC Methodology for Establishment of the Monopoly (Dominant) Position of the Undertakings on the Market of 2002;  \n The Guidelines on the Assessment of Horizontal Mergers of 2016; \n The Guidelines on the Assessment of Non-Horizontal Mergers of 2018; \n The Guidelines on the Definition of Control of 2018; \n The Guidelines on the Assessment of Joint Ventures of 2019; \n The Guidelines on the Application of SSNIP Test of 2020, and \n The Regulation on Determining the Amount of a Fine for the Violations of the Competition Laws of 2023. \n "]
["Identify the applicable national regulatory agency/agencies.","The Antimonopoly Committee of Ukraine (\"\nAMC\") is the primary state authority entrusted with ensuring the protection of competition; it has powers to grant or refuse clearances for mergers (concentrations), as well as to investigate and penalize violations of the merger control regime. If the \nAMC prohibits a concentration, the Cabinet of Ministers of Ukraine may overrule such a decision on public interest considerations.\n"]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate.","No. \n"]
["Are there merger filing requirements? If so, where are they set out?","Yes. Merger (concentration) filing requirements are set out in \nChapters V and VI of the \nCompetition Law and further detailed in the \nConcentrations Regulation.\n"]
["What kinds of transactions are \"caught\" by the national rules? (Identify any notable exceptions.)"," The Competition Law uses the term ‘concentrations’, broadly defined as covering: \n \n The merger or consolidation of undertakings that were not previously connected by control relationships; \n The acquisition of direct or indirect control over an undertaking (including through the acquisition/use of its shares, assets, appointment to management positions and so on); and \n The establishment by two or more undertakings of a new undertaking that will independently pursue a fully functional business activity on a lasting basis. The AMC requires separate notification for each step of multiple acquisitions. For example, in deals involving the direct acquisition of shares in a number of entities by one undertaking from the same (ultimate) seller, the AMC clears each acquisition through separate clearance decisions. The following are not considered concentrations: \n The establishment of a new undertaking that will not independently pursue a fully functional business activity on a lasting basis. This kind of establishment is generally regarded as a concerted practice and may require an antitrust (as opposed to a merger) clearance; \n The acquisition of shares qualifying as a financial buyer transaction (that is, shares are acquired by a financial institution for the purposes of further resale within one year (extendable), provided that the acquirer does not exercise voting rights attached to the acquired shares); \n The acquisition of control over an undertaking or part thereof by a receiver or a representative of state authority (e.g., through an insolvency procedure); \n Intra-group transactions provided that control links within the group have been established in compliance with Ukrainian merger control rules; and \n The acquisition by a bank or other financial institution of shares/assets of an undertaking, if such acquisition is made in recovery proceeding and corresponds to certain other requirements, assuming such shares/assets will be further resold to 3rd party during the next two years (the exemption was designed to support Ukrainian financial system, application to foreign transactions is limited). \n The acquisition by a bank of shares/assets of an undertaking as a result of the enforcement of a pledge (mortgage), if their further resale is made within one year (extendable) and provided that certain other conditions are satisfied. \n "]
["Is notification required for minority investments?","No, assuming such minority investments do not result in the acquisition of control over an undertaking. \n"]
["Are foreign-to-foreign transactions captured by the merger control regime, and is there a local effects test?","Yes, foreign-to-foreign transactions are captured by the merger control regime. There is no local effects test. Generally, it is presumed that once the applicable thresholds are met, the transaction (whether local or foreign-to-foreign) is notifiable and requires prior AMC clearance.\n"]
["What are the relevant thresholds for notification?"," A transaction that qualifies as a concentration requires merger clearance by the AMC if in the financial year immediately preceding closing: \n \n The combined parties' worldwide value of assets or worldwide turnover exceeded €30 million and the value of assets in Ukraine or Ukrainian turnover of each of at least two parties exceeded €4 million; or  \n The value of assets in Ukraine or the Ukrainian turnover of one party exceeded €8 million and the worldwide turnover of at least one other party exceeded €150 million. \n \n In each case, the thresholds are considered at their group level, taking into account all control relations. In the case of acquisitions, the assets/turnover of the undertakings that cease control post-transaction should not be attributed to the target if the target (1) does not have any assets in Ukraine, (2) is not active in Ukraine, and (3) was not active in Ukraine during the two preceding financial years. All figures are calculated for the financial year immediately preceding the year of the concentration, excluding VAT, other turnover-based taxes and intra-group revenues (if those are accounted). Special rules apply to the calculation of turnover/assets of commercial banks and insurance companies, as follows: \n \n Banking companies. One-tenth of the bank's assets must be considered for the purposes of the turnover/asset threshold; and \n Insurance companies. The net assets of an insurance company must be considered for the purposes of the asset threshold, and the revenues from insurance activities must be considered for the purposes of the turnover threshold.  Even if a transaction falls below the thresholds, the parties can still apply for clearance on a precautionary basis. \n "]
["Is the filing voluntary or mandatory?","The filing is mandatory.\n"]
["Provide the time in which a filing must be made.","There is no specific timeline in which the filing must be made. The principal rule is that the clearance must be received prior to implementation of the concentration (e.g., transfer of the title to shares, acquisition of control or registration of a new entity). It is possible to file a notification in the early stages of a transaction when no definitive agreement has been reached.\n"]
["Is there an automatic waiting period? If so, please specify.","There is no automatic waiting period, though, the parties are subject to a standstill obligation. Closing without or before clearance constitutes a violation of merger control law.\n"]
["What are the form and content of the initial filing?"," The  Concentrations Regulation sets short and full-form notifications for simplified and standard review procedures, respectively. The parties must also submit electronic versions of the notification and all documents attached to it on a USB flash drive. Short-form notifications must include: \n \n A description of the transaction structure, indicating transaction stages and the timeline for their implementation, as well as a draft or copy of the transactional documents;  \n Information if the clearance is sought or granted in other jurisdictions; \n A description of the source of financing, indicating terms and conditions, as well as documents to confirm the availability of funds (e.g., a balance sheet or an excerpt from a bank account) or to evidence that a financial institution lending funds will not acquire control over the borrower as a result of the financing arrangement (e.g., a loan agreement);  \n The parties’ asset and turnover data, globally and in Ukraine, for the previous financial year;  \n Information on the parties’ ultimate beneficiary owners (if any); \n A general outline of the parties’ activities in all markets, globally and in Ukraine, indicating Ukrainian subsidiaries and companies active in Ukraine; and \n Value and volume-based sales and market share data for the relevant markets, indicating competitors and their estimated market shares in overlapping markets.  \n \n In addition to the documents and information required under the short-form notification, full-form notifications must include: \n \n A detailed economic analysis of the transaction’s effect on the Ukrainian market (similar to Form CO under the EU Merger Regulation ); and \n The parties’ excerpts from the trade register or similar (in notarized and apostilled or legalized hardcopies). \n \n The notification and all attachments should be submitted in Ukrainian or accompanied by Ukrainian translations. "]
["Are filing fees required?","The obligatory filing fee is UAH 42,500 (approximately €910) per notification. There may be multiple notifications depending on the transaction structure; in this case, multiple filing fees must be paid.\n"]
["Please provide an overview of the merger review process. Are there time limits within which the regulatory agency must act? Can they be shortened by the parties or be extended by the regulatory agency?"," The standard merger review procedure includes the following steps: \n \n Preview period – the AMC has 15 days to decide whether the notification is complete and can be forwarded for substantive review (i.e., Phase I). If the AMC considers the notification to be incomplete, it will be rejected. The parties then have the right to resubmit it, after which the clock restarts. \n Phase I review – this stage involves the AMC ’s substantive review and assessment of whether the concentration can be approved or whether there are potential grounds to prohibit it (in which case, Phase II is initiated). The assessment must be completed within 30 days of the acceptance of the notification for substantive review. During this period, the AMC will either issue the clearance or initiate Phase II. \n Phase II review – this involves a close analysis of the transaction and the associated competition concerns, as well as the examination of expert opinions and other additional information. The Phase II review period is up to three months from the date when the AMC receives all requested information from the parties and expert opinions (if required). Additional requests from the AMC extend the review period. During this period, the AMC will either issue the clearance (conditional or unconditional) or adopt a decision prohibiting the concentration. \n \n A simplified 25-day review procedure applies for transactions with no or limited overlaps (i.e. where only one party is active in Ukraine, or the parties' market share does not exceed 15% in the relevant markets or 20% on any vertically related market in Ukraine). \n The AMC usually takes the full review period and clears non-problematic transactions on the last panel meetings within the Phase I period, however, it may be possible to negotiate with the AMC an expedited review if the notified transaction is not significantly complicated and filers submitted all material information requested by the AMC with no delays, etc. \n If by/on the date of Phase I or Phase II expiry, the AMC has failed to adopt any decision on the concentration, clearance by tacit consent is deemed to have been granted, although in practice, the AMC does not use this option. \n The validity of an AMC clearance is time-limited. For merger clearance, the standard duration is one year, unless stated otherwise in the clearance. The duration can be longer, subject to the reasoned motion from the parties; however, the AMC is not obliged to satisfy it and rarely does so in practice. The law does not provide for the possibility to prolong the validity period of the granted clearances, meaning that where closing occurs after the lapse of the one-year period, the parties must file a new merger application (unless the deal does not require clearance under the merger thresholds). \n Ukraine introduced sanctions against certain Russia-related companies. The list includes companies that are mainly from Russia and Ukraine, as well as some companies from other jurisdictions. \n The AMC will reject merger control notifications or drop their review (if the notifications have already progressed into Phase I or II) if: \n \n any of the parties to the concentration (or any individuals or entities connected to them by relations of control) is on the Ukrainian sanctions list; and \n a particular type of sanction applies to a given individual or entity (eg, prohibition on disposal of assets or equity). \n "]
["What is the substantive test for clearance?","The \nAMC will approve a concentration if it does not lead to monopolization (i.e., creating or strengthening the party's dominant position in the market) or the substantial restriction of competition in the Ukrainian market. If during Phase II the \nAMC finds grounds for a concentration to be prohibited, it will inform the parties of these grounds and the parties, in turn, can propose remedies to the \nAMC within a 30-day period (extendable on the parties' request).\nDominance is generally defined in the \nCompetition Law by reference to >35% market share (individual dominance), or collective dominance where the three largest undertakings have a 50%+ share and the five largest undertakings have a 70%+ share. \nEach transaction is assessed on a case-by-case basis and the market shares are the primary proxy for the dominance test. The \nAMC applies its \nGuidelines on the Assessment of Horizontal Mergers and Guidelines on the Assessment of Non-horizontal Mergers to analyze the possible unilateral and/or coordinated effects of the transaction, as well as countervailing factors (e.g., buyer power, market entry or the 'failing firm' defense).\n"]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?","The \nAMC can clear the concentration, conditionally or unconditionally, or prohibit the concentration. \nAll decisions (including non-confidential versions of clearances and resolutions on initiation of Phase II) are published on the \nAMC's website within 10 working days after the decision is made.\n"]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?","Where, during Phase II, the \nAMC finds grounds for a concentration to be prohibited, it will inform the parties of these grounds, offering 30 days (with possible extension) to propose remedies to remove the identified competition concerns. The \nAMC will carry out consultations with the parties in order to agree on the terms and conditions of the remedies. \nDiscussion of remedies within Phase I is theoretically possible but would most likely automatically bring the case to Phase II, as conditional clearance is not possible in Phase I.\n"]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification.","The main risk for closing a notifiable transaction before or without \nAMC clearance is a fine. The statutory maximum is a fine of up to 5% of the group's consolidated worldwide turnover for the year immediately preceding the fining decision. \nThe \nRegulation on Determining the Amount of a Fine for the Violations of the Competition Laws (\"\nFining Regulation\") determines that the base fine for such violation may be up to 30% or up to 15% (depending on the actual consequences of violation) of the turnover on the relevant (and adjacent) markets for the previous financial year. The base fine may be further increased or decreased based on aggravating/attenuating factors and some other circumstances. The fine calculated under the \nFining Regulation is within the statutory ceiling provided by the law (5% of the turnover in the year preceding the fine decision).\nThe statute of limitations for unauthorized mergers is five years. The lapse of the limitation period exempts offenders from fines, but the legal status of the transaction remains questionable. This creates uncertainty for intra-group deals involving so-called ‘uncleared’ companies (including routine restructurings), as the intra-group exemption is conditional on compliance with the merger control requirements at the moment of the incorporation or acquisition of the respective companies.\nSubmission of misleading (incomplete or incorrect) information within the merger filing or failure to provide the information requested by the \nAMC in formal RFIs is also subject to a fine. The statutory ceiling is up to 1% of the group's consolidated worldwide turnover in the year preceding the fining decision. Apart from imposing fines, the \nAMC may review the clearance granted on the basis of incomplete or incorrect information.\n"]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger.","The penalties for late filing are the same as for not filing at all (see previous section for more details). In practice, however, the \nAMC considers late (corrective) merger applications as a mitigating factor in reducing the amount of fines.\n"]
["Can the agency review and/or challenge mergers that are not notifiable?","No; non-notifiable mergers are not subject to review. The \nAMC, however, has the discretion to send information requests and reminder letters to the parties, where they suspect the transaction might have required clearance in Ukraine. Over the last few years, the number of such requests was insignificant, most of them concerned the transactions involving Ukrainian business and did not constitute an issue for large internationals.\n"]
["Describe the procedures if the agency wants to challenge an unnotified transaction.","Where the \nAMC comes across a violation of Ukrainian merger control rules (this may transpire from subsequent filings, third-party complaints, etc.), they would normally start an investigation. The investigation normally lasts from two to eight months; during the investigation, the \nAMC is likely to recommend parties to submit so-called corrective filing and plead guilty in exchange for a lower fine. In a decision, the \nAMC both penalizes the parties (usually, only an acquirer) and clears the transaction(s) in question.\n"]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments.","Since recently the \nAMC has been particularly active in inquiring on past transactions in the course of review of the notified transactions.\nIn view of more active sanctions policies worldwide and in Ukraine, the authority is particularly cautious about sources of financing of the transactions and groups’ compositions.\n"]
["Other important/notable information:","The existing rules may be changed in 2025; the respective draft law was presented by the \nAMC in the summer of 2024 and awaits review by Parliament.\n"]