Ireland’s pragmatic and business-friendly approach to merger control continued in 2024, although new FDI rules add complexity for dealmakers in 2025.
1. The CCPC rarely intervenes to block or condition deals: Of 82 merger filings, the CCPC so far cleared every deal unconditionally bar one. M/24/011 Lloyds Pharmacy/McCabes Pharmacy, involving merger of Lloyds (76 pharmacies) and McCabes (31 pharmacies), was cleared in April 2024 on condition that the parties divest two pharmacies. No deal, of 70 investigations already completed (with 12 ongoing), was blocked.
2. The CCPC clears deals quickly and efficiently: Most deals (circa 90%) were cleared rapidly either in 3 weeks as “simplified” filings (75%) or 6 weeks (15%) at Phase 1. Eight deals (10%) were subject to protracted review, including five (6%) in-depth Phase 2 reviews (three of which continue as of 2 January 2025) and three (4%) extended Phase 1 reviews (one ongoing). Average time for an extended Phase 1 clearance in 2024 was just over 3 months. A typical Phase 2 review takes 10-12 months.
3. The CCPC applies a well-established effect-based assessment: Unconventional theories of harm have yet to play a part in CCPC merger review. Ecosystem concerns are no-where mentioned in 70 published decisions, while conglomerate effects are mentioned in one case only. Examples of deals cleared unconditionally in 5-6 weeks at Phase 1 include: (i) acquisition by Ireland’s #1 utility with 30–35% share of a rival power generator involving de minimis (<5%) increment; (ii) acquisition by a major contract caterer with market share of 15-20% of a smaller rival of 5-10%; and (iii) acquisition by a leading wholesaler with 25-30% market share of a smaller rival with 0-5% share.
4. The CCPC didn’t use call-in powers or challenge PE “roll-ups” No below-threshold deals were called in this year, although CCPC officials said they looked closely at one deal with an international dimension. Of note also, private equity “roll-ups” in the veterinary sector went unchallenged: in 2024, five (6%) merger filings involved acquisitions of vet practices by two firms
and all were cleared at Phase 1. Nor did CCPC enforcement show heightened concern of consolidation levels in any industry (including healthcare, technology or energy).
LOOKING AHEAD:
5. New Merger Guidelines will broaden the scope for CCPC interventions.
Revision of the 2014 Merger Guidelines, which set out CCPC enforcement policies in reviewing mergers, won’t upend longstanding merger control practice. But revised 2025 Guidelines will likely include new approaches on market definition, labour issues, and theories of harm that broaden the scope for CCPC interventions, including likely increased application of a “strengthening of dominant position” theory.
6. New foreign investment screening rules will catch many deals
Commencing 6 January 2005, new foreign investment screening rules are expected to catch 300 – 400 deals annually. Ireland’s Inward Investment Screening Unit says it will clear transactions in “as short a time frame as possible,” but even non-contentious deals may take up to 90-days to clear.
Notes:
1. Of 1331 deals reviewed by the Competition and Consumer Protection Commission since Ireland’s modernised merger regime entered into force in 2003, four have been prohibited outright (0.3%) and 52 (4%) have been subject to conditional approval (involving, for instance, commitment to divest an overlapping business). These figures are broadly in line with international practice. In 35 years of EU merger control, the European Commission has blocked 33 (0.35%) deals outright of 9,471 notified, while 508 (5%) were approved subject to conditions.
2. Under Irish merger control rules, deals must be pre-notified to and pre-approved by the CCPC if, in the last financial year (by reference to most recent audited accounts): (i) each of the parties involved has Irish turnover of at least €10 million; and (ii) combined the parties involved have Irish turnover of at least €60 million. Deals involving parties that do not meet these statutory reporting thresholds (so-called “below threshold” deals), do not require pre-notification to or prior approval of the CCPC. However, since September 2023, the CCPC has a “call-in” power whereby it can call in below threshold deals that the CCPC considers may raise competition concerns. The CCPC has yet to use this “call-in” power.
3. Private equity “roll-up” schemes have been accused of creating monopoly pricing power for veterinary networks in the U.S., the UK and Finland. In the U.S., the Federal Trade Commission challenged a private equity firm’s series of acquisitions of veterinary clinics (see: “FTC Takes Second Action Against JAB Consumer Partners to Protect Pet Owners from Private Equity Firm’s Rollup of Veterinary Services Clinics,” (June 29, 2022), FTC Takes Second Action Against JAB Consumer Partners to Protect Pet Owners from Private Equity Firm’s Rollup of Veterinary Services Clinics | Federal Trade Commission). In the UK, the Competition and Markets Authority is currently conducting a market inquiry into vet practitioners including whether ownership consolidation is distorting competition (see: Veterinary services for household pets – GOV.UK). In November 2024, the Finnish Competition and Consumer Authority concluded that “veterinary services have concentrated in two leading chains owned by foreign private equity firms through mergers and acquisitions” and that this “… has also let to price increases” (see: Study: Consolidation in the veterinary sector has increased prices – FCCA cannot intervene without call-in option – Finnish Competition and Consumer Authority).
4. According to the law’s long title, the purpose of Ireland’s Screening of Third Country Transactions Act 2023 is “… to allow for certain transactions that may present risks to the security or public order of the State to be reviewed by the Minister.” Signed into law on 31 October 2023, the Act is scheduled to enter into force on 6 January 2025.
The Act establishes a mandatory file-and-wait system for notifiable transactions, meaning parties must suspend closing of notifiable deals pending approval, backed by significant sanctions for non compliance, including criminal penalties of up to €4 million/5 years imprisonment and civil penalties (deal is prohibited). The Act provides for a two-phase review structure to allow “no-issue deals” to be cleared at Phase 1 within 90 calendar days, while Phase 2 reviews may continue for an additional 45 calendar days. Like Irish merger rules, both P1 and P2 can be extended by the IIS Unit to seek additional information.
The Act has broad coverage and jurisdictional scope. It covers acquisition of assets (including green-field land sites and IP) and businesses (including incremental minority share increases). Plus: the definition of the activities which can trigger a mandatory notification obligation is broad – not just military and defence, but a range of sectors such as infrastructure, healthcare, and sensitive data.