Singapore's merger control regime is governed by the Competition Act 2004 administered and enforced by the Competition and Consumer Commission of Singapore (CCS). The regulations is contained in Competition (Notification) Regulations 2007. The Competition Act 2004 prohibits mergers and acquisitions that substantially lessen competition within any market in Singapore.

Please refer to CCS Guidelines on the Substantive Assessment of Mergers and CCS Guidelines on Merger Procedures

CCS will determine whether a merger or anticipated merger has led to or may lead to a substantial lessening of competition. Generally, CCS is unlikely to intervene in a merger situation unless:
a. the merged entity will have/has a market share of at least 40%; or
b. the merged entity will have/has a market share of between 20% and 40% AND the c. post-merger combined market share of the 3 largest firms (CR3) is at least 70%.

The phases of the assessment and timelines are as follows:

1. Confidential advice (optional): 14 days
2. Phase 1: Merging entities to submit Form M1 online (including detailed submissions, third party contact details and supporting documents) to CCS. Upon receipt of the documents, CCS will initiate a Phase 1 review which will take up to 25 working days.
3. Phase 2: In the event that there are competition concerns and an in-depth analysis of the transaction is required, CCS will proceed to a Phase 2 review which is 120 working days upon receipt of Form M2 and supporting documents.

Singapore has a voluntary merger notification regime. This means that there is no obligation, or mandatory requirement, for merger parties to notify their merger situations to CCS, either before or after implementation of the merger. It is the responsibility of merger parties to self-assess their merger and ensure that it does not infringe section 54 of the Act.

Anticipated mergers may be notified only if they may be made known to the public. However, to assist parties with the planning and consideration of mergers, at the stage when the merger parties are concerned with preserving the confidentiality of the transaction, parties may obtain confidential advice from CCS on whether or not a merger is likely to raise competition concerns in Singapore, subject to the merger meeting certain conditions.

The cost of applying to CCS for a decision on a merger or anticipated merger is listed below:

1. Where all the merger parties are small or medium sized enterprises (a business entity having an annual sales turnover of not more than S$100 million or not having more than 200 employees): $5,000
2. In the case of mergers by acquisition of control or assets (including a joint venture merger), where the acquirer(s) is a small or medium sized enterprise, and direct or indirect control of the acquirer(s) is not or will not be acquired: $5,000
3. Where the turnover of the target undertaking or turnover attributed to the acquired asset is equal to or less than $200 million: $15,000
4. Where the turnover of the target undertaking or turnover attributed to the acquired asset is between $200 million and $600 million: $50,000
5. Where the turnover of the target undertaking or turnover attributed to the acquired asset is above $600 million: $100,000

Under the Fourth Schedule to the Competition Act, the general merger regime does not apply to any merger:

If approved by any Minister or regulatory authority (other than CCS) pursuant to any requirement for such approval imposed by any written law (telecommunications and media; and airport licensee approved by the Monetary Authority of Singapore established under section 3 of the Monetary Authority of Singapore Act 1970 pursuant to any requirement for such approval imposed under any written law (banks incorporated in Singapore); or under the jurisdiction of any regulatory authority (other than CCS) under any written law relating to competition, or code of practice relating to competition issued under any written law.

CCS notification form is found in:

• https://www.ccs.gov.sg/get-in-touch/for-businesses/notify-a-merger/merger-notification-procedures/

Additional information may be found in :

• https://www.ccs.gov.sg/anti-competitive-practices/mergers-and-acquisitions/
• https://www.ccs.gov.sg/get-in-touch/for-businesses/notify-a-merger/