Singapore

In Singapore, the main legislation governing the general merger control regime is the Competition Act 2004 (“Competition Act”).

The general merger control in Singapore is administered and enforced by the Competition and Consumer Commission of Singapore (CCS). The merger notification regime is a risk-based voluntary regime — absent a merger notification, there is no statute of limitation on the ability of CCS to investigate a transaction anytime pre- or post-closing. Should CCS find that an un-notified merger has resulted in a substantial lessening of competition (SLC), even several years after the merger was completed, it has powers to impose directions to remedy the SLC, including to dissolve or modify the merger and to impose financial penalties of up to 10% of the parties’ turnover in Singapore for up to three years. Accordingly, the CCS merger control regime is not truly voluntary.

CCS administers and enforces the Competition Act. CCS is a statutory board of the Singapore Ministry of Trade and Industry.

There are sector-specific regimes which operate in Singapore in parallel to the Competition Act, and regulatory approval may be required from an authority for a merger other than CCS (“Other Regulatory Authorities”). These sectors include:

• electricity markets;
• gas markets;
• telecommunication markets;
• postal services;
• media markets;
• supply of armed security services;
• transactions approved by the Monetary Authority of Singapore (“MAS”) pursuant to a requirement by or under written law;
• provision of airport services and facilities.
• water and sewerage markets; and
• transport markets (including bus, rail and port operations).

Generally, where sector-specific legislation applies to a transaction, approvals for such transactions could include competition and non-competition related considerations.

A transaction that requires the approval of MAS or the Other Regulatory Authorities can also be subject to CCS’s review if the transaction involves businesses which are not regulated by MAS or the Other Regulatory Authorities. For the aspects of the transaction regulated by MAS or Other Regulatory Authorities, the competition jurisdiction will fall within MAS’ or the Other Regulatory Authorities’ approval process. CCS can also assert jurisdiction to review the transaction prior to MAS or the Other Regulatory Authorities granting their approval for the transaction.

Separate from the above, there are two national security investment screening regimes in Singapore — the Significant Investments Review Act 2024 (SIRA) and the Transport Sector (Critical Firms) Act 2024 (TSA). Transactions which are approved under SIRA are nonetheless still subject to the Competition Act.

SIRA imposes mandatory notice and/or approval requirements in respect of acquisitions of equity interest, voting power or indirect control in, or the sale of any part of the business of designated entities. Transactions which breach the mandatory approval requirements are voided. These requirements apply to both foreign-owned and Singapore-owned acquirers and include internal restructurings. Any transaction can be called in within a two-year period if there are national security concerns, regardless of whether the entities are designated, and subsequently unwound through directions under SIRA. There are no shareholding or other thresholds for such calling-in powers and no requirement for there to be an acquisition of control.

The TSA amended the Bus Services Industry Act 2015, the Civil Aviation Authority of Singapore Act 2009, the Maritime and Port Authority of Singapore Act 1996, and the Rapid Transit Systems Act 1995 to impose mandatory notice and/or approval requirements in respect of transactions involving designated entities, which comprise: (a) designated operating entities (providing any essential transport service in Singapore); and (b) designated equity interest holders (holding any equity interest in designated operating entities). These apply to both foreign-owned and Singapore-owned acquirers and include internal restructurings.

There is no supranational merger control framework applicable to Singapore.

Cooperation with other domestic or foreign regulators

There are currently five memoranda of understanding between CCS and other competition agencies in Canada, China, Japan, Indonesia and Philippines to cooperate on cross-border competition and consumer protection matters.

Singapore, as part of the Association of Southeast Asian Nations (ASEAN), entered into the ASEAN Framework Agreement on Competition in 2025 to, among other things, strengthen cooperation and coordination in investigations and enforcement.

CCS, in conducting its merger reviews, would also frequently seek waivers of confidentiality to discuss the merger review with other competition agencies. These include the Australian Competition and Consumer Commission, the European Commission, the Japan Fair Trade Commission, the Korea Fair Trade Commission, the US Department of Justice, and the US Federal Trade Commission, among others.

Cross-agency cooperation in Singapore

CCS does regularly seek views from other government agencies and stakeholders in Singapore as part of its merger review process.

There are no proposed reforms of the regime. However, CCS’s updated Guidelines on Merger Procedures (“Merger Procedure Guidelines”) came into effect from 1 May 2026. The amendments include:

• introducing a streamlined track to reduce CCS’s assessment period for mergers that are unlikely to present competition concerns from 30 working days to 25 working days for the Phase 1 review;
• reducing the regulatory burden on merger parties and third parties when submitting information to CCS; and
• providing greater clarity to merger parties at an earlier stage on whether CCS is likely to issue a clearance decision or is unlikely to clear a merger.

Under the Competition Act, a merger occurs if:

• two or more undertakings, previously independent of one another, merge;
• one or more persons or other undertakings acquire direct or indirect control of the whole or part of one or more other undertakings; or
• the acquisition by one undertaking (the first undertaking) of the assets (including goodwill), or a substantial part of the assets, of another undertaking (the second undertaking) is to place the first undertaking in a position to replace or substantially replace the second undertaking in the business or, as appropriate, the part concerned of the business in which that undertaking was engaged immediately before the acquisition.

“Control” over an undertaking is regarded as existing if decisive influence is capable of being exercised with regard to the activities of an undertaking. “Control” can be legal or de facto. Legal control arises where there is decisive influence and CCS considers that decisive influence is deemed to exist if there is ownership of more than 50% of the voting rights. Where ownership is between 30% and 50% of the voting rights of the undertaking, there is a rebuttable presumption that decisive influence exists.

However, control may potentially be established at levels below these thresholds if other relevant factors provide strong evidence of control. De facto control may arise, for example, via financial arrangements, rights to veto strategic and commercial decisions, and/or other agreements.

Decisive influence may be capable of being exercised by an undertaking which acquires a minority interest. For example, control may exist where minority shareholders have additional rights that allow them to veto decisions that are essential for the strategic commercial behaviour of the undertaking, such as budget, business plans, major investments, or the appointment of senior management.

Temporary changes of control are technically caught by the “control” test under the Competition Act and can give rise to a notifiable merger. There are no safe harbours under the Competition Act. CCS will consider the facts and circumstances of the change in control, including the duration and the impact to competition in the relevant markets in determining whether a transaction may result, or has resulted, in an SLC in any relevant market affecting Singapore.

Mergers, the acquisition of 100% or a lower level of shares (so long as the acquisition gives rise to legal or de facto control), the acquisition of assets, or the formation of full function joint ventures will be caught under the merger control regime under the Competition Act.

The acquisition of bare assets, so long as it places the acquiring entity in a position to replace or substantially replace the seller in the business or part of the business that the seller was engaged in prior to the acquisition, would qualify as a merger. CCS has not, to date, assessed acqui-hires as mergers in its public decisions.

The acquisition of options and convertible debt structures may give rise to changes of control if the option may be exercised in the near future. Otherwise, the likely exercise of such options can be taken into account as an additional factor to be assessed on whether control exists. Options and convertible debt will, at the point of exercise or conversion, be considered to result in an acquisition of voting shares/voting rights and be caught under the Competition Act.

A joint venture is considered a “merger” if it fulfils the following criteria:

• joint control must exist — where two or more parties have the possibility of exercising decisive influence (including negative control) over that undertaking;
• performing all the functions of an autonomous economic entity — the joint venture must operate in a market and perform the functions normally carried out by undertakings operating in that market; and
• lasting basis — the joint venture must be intended to operate on a lasting basis.

Multiple transactions, whether between the same parties or different parties, are likely to be treated as a single merger where the transaction steps are inter-conditional, contractually and commercially linked, implemented within a short timeframe, or form part of a single economic transaction. The competitive assessment will focus on the aggregate effect on competition in Singapore.

The Competition Act prohibits mergers that have resulted, or may be expected to result, in an SLC within any market affecting Singapore for goods and services.

There are no jurisdictional safe harbours where mergers that do not trigger specified indicative quantitative thresholds are exempted or excluded. Generally, if a merger results in the following indicative quantitative thresholds being crossed, CCS is likely to give further consideration to the merger before being satisfied that it will not result in an SLC:

• the merged entity will have a market share of 40% or more; or
• the merged entity will have a market share of between 20% and 40% and the post-merger market share of the three largest firms, that is, the concentration ratio of the three largest firms, is 70% or more.

In practice, CCS considers market shares in the broader identified and narrower market segments in assessing whether a merger may result in an SLC. CCS generally expects that notifications are made where the market shares for the indicative quantitative thresholds are crossed within the broader identified markets or narrower market segments globally or in Singapore, and/or if the merger may otherwise give rise to a risk of an SLC in any market affecting Singapore.

In addition, mergers that satisfy the following indicative revenue thresholds are more likely to be of concern:

• the turnover in Singapore in the financial year preceding the transaction of at least one of the parties exceeds SGD 5 million; or
• the combined worldwide turnover in the financial year preceding the transaction of all of the parties exceeds SGD 50 million.

Please refer to the responses to Question 3.1 above. In calculating turnover for the purposes of determining market shares or whether the indicative turnover thresholds are crossed:

• The group turnover refers to the aggregate revenues of all the undertakings within the same corporate group, including all entities under common control.
• Turnover in Singapore is derived from the aggregate of turnover to customers in Singapore and turnover booked in, or invoiced to, Singapore even if the customers or deliveries are not in Singapore.

There are no sector-specific rules for the calculation of turnover figures.

The CCS indicative thresholds are not based on asset values, but market shares or turnover.

There are no statutorily prescribed rules regarding currency conversions. In practice, parties often refer to the MAS conversion rates for formal filings.

Market shares are calculated by reference to the relevant product and geographic markets in which the parties operate. The calculation of market shares is therefore highly dependent on market definition. CCS is not obliged to accept the relevant market definitions submitted by the parties or accepted in other jurisdictions or past cases. In practice, CCS will consider market shares across alternative putative market definitions and market segments to determine if the indicative market share thresholds are crossed.

The Singapore merger control regime applies to mergers which take place in Singapore and foreign-to-foreign mergers, so long as the merger could impact competition in markets affecting Singapore. There is no exemption for foreign-to-foreign mergers and CCS has previously blocked foreign-to-foreign mergers and/or required remedies.

Please refer to the response to Question 3.1, above. The thresholds are indicative and there are no jurisdictional safe harbours .

Intra-group restructurings are not deemed to give rise to a merger under the Competition Act where all the undertakings involved in the merger are already, directly or indirectly, under the control of the same undertaking.

There are exemptions that apply in limited circumstances in the Fourth Schedule to the Competition Act, as set out in the response to Question 1.4, above, and for mergers which give rise to net economic efficiencies.

Yes, CCS actively investigates, and calls in, transactions which have not been notified. Such investigations may be triggered by CCS through its horizon-scanning mechanisms, monitoring of public reviews by other competition agencies, or by third-party complaints. CCS has called in transactions more than 12 months after the transaction was announced, and several years after the transaction was completed.

In 2018, CCS issued an infringement decision in respect of the Grab/Uber (CCS 500/001/18) transaction, which was not notified to CCS prior to closing, and cited the failure to notify pre-closing as an intentional or negligent infringement of Singapore competition laws, which culminated in the imposition of financial penalties.

Please see responses to Questions 3.1 and 3.7, above. CCS has powers to call in, and impose directions on, any transaction, even if its indicative thresholds are not crossed.

There is no limitation period on the timeframe after which CCS ceases to have the power to investigate a transaction. In the absence of a filing, there is an evergreen risk of an investigation, subsequent divestments or other remedies to the transaction, even where the transaction has been implemented for some time. The only way to close off the antitrust risk is to undertake a merger notification and obtain a clearance decision from CCS.

Yes, a merger party may file voluntarily even if the indicative thresholds are not met.

Please also see responses to Questions 3.1 and 3.7, above.

Please refer to our responses to Questions 3.1, 3.7 and 3.11, above.

The merger notification regime is a risk-based voluntary regime — in the absence of a merger notification, there is no statute of limitation on the ability of CCS to investigate a transaction any time pre- or post-closing, impose directions for the merger to be dissolved or modified and impose financial penalties.

CCS’s regime is non-suspensory — there is no requirement to suspend the implementation of a merger or anticipated merger before clearance. However, parties who give effect to, or who proceed with mergers, before clearance would do so at their own commercial risk, as CCS has powers to unwind a merger that has already been effected and/or impose directions, including financial penalties.

Please refer to the response at Question 4.2, above.

There is no express prohibition against carve-out agreements as a means of managing the risk of financial penalties, directions or remedies that can be imposed by CCS for proceeding to complete a merger. As CCS takes an effects-based approach to merger control, parties should consider whether implementation of the merger in other jurisdictions can effectively be carried out without affecting Singapore.

The responsibility for submitting a merger notification to CCS lies with the merger parties. In practice, merger notifications are commonly made by the acquirer, or both parties jointly, though it is possible for any one party to make the notification.

Filing fees are payable by the notifying party or parties. The table below illustrates the prescribed fees payable to CCS for a merger notification.

*A business entity having an annual sales turnover of not more than SGD 100 million or not having more than 200 employees.

Merger filings can be made to CCS, either before or after implementation of the merger (at the parties’ risk).

For anticipated mergers, an application can only be made once the parties have a bona fide intention to proceed with the transaction and the merger has been made public (or if the parties have no objection to CCS publicising their merger).

The Competition Act does not specify any deadline for a notification to be made. Merger filings can be made to CCS, either before or after implementation of the merger (at the parties’ risk).

An application must be made by submitting a completed Form M1 to CCS. The Form M1, and accompanying supporting documents, are to be provided electronically and be in a format as specified on CCS’s website at this link: www.form.gov.sg/6822acbb67c871833e2134ab.

The information to be provided in the Form M1 generally includes an overview of the transaction, details of the parties involved, parties’ business activities, overlapping products and services and relevant markets, market share estimates and the competition assessment. Supporting documents would include transaction documents, organisation structures, internal documents and/or market studies that have been conducted.

Supporting documents submitted as part of Form M1 would have to either be originals or certified true copies. Documents not in the English language must be accompanied by a translation certified by a court interpreter or a translation verified by the affidavit of a qualified translator.

There are no requirements for the documents to be notarised or apostilled.

For mergers that clearly do not raise any competition concerns, a streamlined assessment will be applied by CCS and completed within 25 working days. Please see the response to Question 4.12, below for more details.

Pre-Notification Discussions (PNDs) are not mandatory but strongly encouraged by CCS to facilitate the merger review process. The PND allows merger parties to carry out informal discussions with CCS to ascertain what information CCS is likely to require for CCS’s assessment of the transaction.

At the point when parties approach CCS for PNDs, they should be in a position to show that there is a good faith intention to proceed with the transaction, for example, where a draft sale and purchase agreement is in place. Merger parties are also required to submit a draft notification for the PND.

CCS does not stipulate a specific timeframe for the completion of the PND process. PNDs can be informal and brief, or more formal and prolonged, depending on the preference of the merger parties, complexity of the transaction and concerns that the merger may raise. At any time during the PND, parties may lodge the formal merger notification without waiting for the PND to complete.

CCS adopts a two-phase approach in evaluating applications.

Phase 1 review

Upon receipt of a complete application, CCS will carry out an assessment within 30 working days.

• For merger situations that clearly do not raise any competition concerns, a streamlined assessment will be applied by CCS and completed within 25 working days.
• Where merger situations require more scrutiny, CCS may extend the 30-working day Phase 1 review period by up to an additional 20 working days before deciding whether a Phase 2 review may be needed. Phase 1 may consequently be up to 50 working days for such merger situations.

Upon the conclusion of CCS’s Phase 1 review, CCS will give a favourable decision where there is no SLC, or where competition concerns are appropriately addressed through commitments or otherwise.

If CCS has reasonable grounds to suspect that the merger may give rise to an SLC, CCS will provide the merging parties with a summary of its key competition concerns through an issues letter (“Phase 1 Issues Letter”).

Phase 2 review

Following the Phase 1 Issues Letter, if CCS’s concerns are not appropriately addressed, CCS will proceed to commence a Phase 2 review upon receipt of a complete Form M2 and responses to the Phase 2 information request. CCS will endeavour to complete a Phase 2 review within 100 working days.

CCS may suspend its review if, for example, the merger parties do not respond to CCS’s requests for information within the stipulated time period or if commitments are being considered.

Official holidays and non-working days are excluded from the calculation of deadlines.

Where a straightforward unconditional Phase 1 streamlined clearance is expected, the timeframe from preparation of the filing to a clearance is around three to five months in practice.

Where commitments and/or a Phase 2 review is expected, the timeframe from preparation of the filing to a clearance or the end of the Phase 2 review is around 7 to 12 months in practice.

Public offers for companies listed in Singapore are regulated under the Singapore Exchange Listing Rules and the Singapore Code on Take-overs and Mergers. The public offer rules do not impact or modify the merger control processes administered by CCS as both regimes operate independently. Instead, the Securities Industry Council’s Practice Statement on the Merger Procedures of CCS sets out relevant conditions that may be included in takeover offers with respect to the CCS merger review processes.

Once CCS commences its Phase 1 review, it would publish a notice on its public register to invite interested third parties to submit their views on the merger (i.e. via public consultation).

During its review, CCS also approaches third parties, such as the merger parties’ main customers, suppliers, competitors, and other government bodies for information and views.

Where CCS has reasonable grounds to suspect that the merger may result in an SLC, CCS may use its statutory powers to require from any person specified information or documents that would assist CCS in its assessment.

CCS has been receiving increasingly sophisticated complaints about notified and un-notified mergers — the form for lodging complaints is easily accessible on the CCS website and there are no fees involved for lodging complaints.

Information-gathering powers during a merger review

CCS may issue requests for information to applicants when such information is necessary and hold meetings with the applicants in both Phase 1 and Phase 2. As part of the merger notification, CCS would require internal documents from applicants to be disclosed for its review, including analyses, reports, studies, surveys , and similar documents prepared for the purpose of assessing the merger with respect to market shares, competitive conditions, competitors, the rationale for the merger, potential for sales growth or expansion into other product or geographic markets.

Where CCS has reasonable grounds to suspect that a merger may result in an SLC, CCS is empowered to require from any person (including applicants and third parties) specified information or documents that would assist CCS in its assessment.

Information-gathering powers during an investigation

For un-notified mergers, CCS may conduct an investigation if there are reasonable grounds to suspect that a merger may result in an SLC, and has investigatory powers including to require the production of relevant specified documents or information and enter premises with or without a warrant.

CCS has obligations under the Competition Act to aid in the preservation of secrecy and confidentiality.

Confidential information within submissions made to CCS is to be clearly identified and be accompanied by reasons why the information should be treated as confidential.

It is CCS’s policy to keep confidential those aspects of submissions in respect of which legitimate confidentiality claims have been made. In exceptional circumstances where it may be necessary to disclose confidential information (e.g. to explain CCS’s reasoning or establish a point of precedent), CCS will consider the extent to which the disclosure is necessary.

Before publication of a merger decision, CCS will allow applicants to review the non-confidential version of the draft decision to determine whether it contains confidential information. Wherever possible, CCS generally respects confidentiality claims of third parties by redacting, anonymising and/or aggregating their responses.

CCS assesses whether a merger results or may be expected to result in an SLC in a market by comparing the likely state of competition if the merger proceeds (the scenario with the merger), with the likely state of competition if the merger does not proceed (i.e. counterfactual).

Generally, CCS assesses the following competition considerations when assessing whether a merger results or may be expected to result in an SLC:

• market shares and concentration;
• barriers to entry and expansion;
• competition from potential competitors; and
• countervailing buyer power.

Apart from horizontal effects (i.e. non-coordinated effects and coordinated effects), CCS will also consider if a merger may give rise to vertical foreclosure concerns or conglomerate effects. CCS has, in its decisional practice, blocked transactions on the basis of vertical and conglomerate concerns, in addition to horizontal effects.

If CCS finds that a merger results or may be expected to result in an SLC, CCS will consider any possible merger remedies that could remedy, mitigate or prevent the SLC or any adverse effects resulting from the SLC.

If CCS finds that a merger results or may be expected to result in an SLC in a market in Singapore, CCS can consider the presence of any economic efficiencies that could outweigh the SLC arising from the merger.

CCS generally requires compelling evidence to show that efficiency gains would be timely, likely and sufficient to prevent an SLC arising, and be a direct consequence of the merger.

CCS will share its views and competition concerns with the parties during the merger review process prior to the issuance of an unfavourable decision:

• If CCS has reasonable grounds to suspect that a merger may result in an SLC at the conclusion of its Phase 1 review, CCS will provide the applicants with a Phase 1 Issues Letter, and indicate that CCS is unlikely to clear the merger if these concerns remain unaddressed.
• If CCS’s concerns are not appropriately addressed, CCS will proceed to commence a Phase 2 review upon receipt of a complete Form M2 and responses to a Phase 2 information request that CCS deems satisfactory.
• During Phase 2, CCS will engage the applicants at appropriate junctures to set out its competition concerns.
• If, towards the end of Phase 2, CCS reaches a preliminary view that the merger is likely to give rise to an SLC, it will issue to applicants a Statement of Decision (Provisional), which will state the facts and reasons why CCS has reached such a preliminary view and outline any commitments or directions that CCS considers may be appropriate.
• After the issuance of the Statement of Decision (Provisional), CCS will allow applicants to make written representations to CCS, inspect the documents in CCS’s file relating to the proposed unfavourable decision (i.e. to block the merger), and make oral representations where appropriate.
• Having considered any oral and written representations made by the applicants, CCS will take a final decision on the merger.

During the Phase 1 review, applicants are encouraged to propose commitments to resolve competition concerns that they foresee arising from the merger situation. If CCS has reasonable grounds to suspect that the merger may give rise to an SLC, it will communicate those concerns to the applicants through a Phase 1 Issues Letter, which will stipulate a deadline for the applicants, if they wish, to put forward their commitments proposal to address these concerns.

Where commitments are proposed, applicants will have to submit the final commitments proposal to adequately address all of the competition concerns identified by CCS. If the final commitments proposal is accepted in principle by CCS for market testing, a 50 working day administrative timeline (that is separate from the Phase 1 review period) will commence for CCS to evaluate the proposal, which is extendable by CCS by up to 20 working days. If the final commitments proposal is not accepted by CCS, CCS will require the applicants to submit a Form M2 by a stipulated deadline. If the commitments are accepted, CCS will issue a favourable decision.

Where a review proceeds to Phase 2, CCS will engage the applicants at appropriate junctures to set out its competition concerns. CCS will not extend the 100 working day review period to evaluate commitments submitted during Phase 2, save in exceptional circumstances, which CCS will assess on a case-by-case basis, considering the state of the Phase 2 review process, the sufficiency of details required for CCS to assess the commitments proposal, and whether the commitments proposals are appropriate for market testing.

If, towards the end of Phase 2, CCS reaches a preliminary view that the merger situation is likely to give rise to an SLC, it will issue a Statement of Decision (Provisional) to the merger parties, which will outline any commitments or directions that CCS considers may be appropriate. CCS will allow the applicants to make written representations to CCS and may permit the merger parties to make oral representations. The applicants’ written response to the Statement of Decision (Provisional) will be the final opportunity for the applicants to propose commitments.

CCS may consider structural remedies and behavioural remedies. Structural remedies are generally preferred to behavioural ones because they address the market structure issues that give rise to the competition problems and require little on-going monitoring by CCS.

Typically, structural remedies require the sale of one of the businesses that has led to the competition concern. In appropriate cases, CCS will consider other structural or quasi-structural remedies, such as the divestment of the acquirer’s existing business (or part of it).

Where structural remedies are impractical or inappropriate, CCS may consider behavioural remedies that constrain the scope for parties to behave anti-competitively.

There is no requirement for parties to suspend the implementation of a merger or anticipated merger prior to the implementation of remedies. Parties are able to proceed at their own risk. However, where CCS’s favourable decision is contingent on specific remedies (e.g. commitments) being fulfilled, it may revoke the favourable decision if the remedies have not been complied with prior to the completion of the merger.

Where CCS has imposed directions and a party is non-compliant, CCS may apply to register the direction with a District Court. Any person who fails to comply with a registered direction without reasonable excuse will be in contempt of court. The court may also make orders to secure compliance with the direction.

Where CCS makes a decision, it will give notice of the decision to the merger parties. CCS may also publish the text of the decision on the public register.

There is no waiting period before clearance decisions come into effect.

Ancillary restrictions that are directly related and necessary to the implementation of a merger are exempted from the prohibitions against anti-competitive agreements and abuse of dominance.

To be directly related, the restriction must be economically connected with the merger, intended to allow a smooth transition to the changed structure after the merger, but be ancillary or subordinate to its main object. In determining the necessity of the restriction, CCS will consider the proportionality of factors, such as the duration, subject matter and geographical field of application of the ancillary restriction, to the overall requirements of the merger.

Ancillary restrictions may be notified to CCS in two ways:

• where ancillary restrictions have been included by merger parties in their notification application, CCS will consider these ancillary restrictions in its review and a clearance decision will cover the ancillary restrictions; or
• if the merger parties do not make a notification in respect of the merger situation itself, they can choose to file a separate notification for guidance or a notification for a decision as to whether the agreement, arrangement or provision concerned constitutes an ancillary restriction.

Under the Competition Act, there is a right of appeal to the Competition Appeal Board (CAB) against any decision by CCS in respect of a merger or any direction (including interim measures) imposed by CCS. An appeal against CCS’s decision in respect of a merger may be made by any merger party, while an appeal against a direction may be made by the person to whom CCS gave the direction.

The CAB can confirm, impose, revoke or vary a direction, or make any other direction or decision, provided it is a decision or direction that CCS itself could have given.

Parties may make further appeals against the decisions of the CAB to the General Division of the High Court and thereafter to the Court of Appeal, but only on points of law and the quantum of the financial penalty.

Parties wishing to appeal to the CAB must lodge a notice of appeal within four weeks of the date on which the appellant was notified of the contested decision or the date of publication of the decision, whichever is earlier.

Should CCS find that an un-notified merger has resulted in an SLC, even several years after completion, it has powers to impose directions to remedy the SLC, including for the merger to be dissolved or modified and to impose financial penalties of up to 10% of the parties’ turnover in Singapore for up to three years. In determining whether financial penalties should be imposed apart from other directions, a failure to notify a merger pre-closing, where the merger is subsequently found to give rise to an SLC, is generally regarded as an intentional or negligent infringement .

In Grab/Uber, CCS imposed a combined financial penalty of approximately SGD 13 million on the parties for implementing a transaction that was found by CCS to give rise to an SLC.

Financial penalties are calculated based on the turnover of the undertaking in Singapore for each year of infringement, up to a maximum of three years.

CCS’s regime is non-suspensory. Accordingly, there is no requirement to suspend implementation of a merger or anticipated merger before clearance by CCS. However, parties who give effect to or proceed with mergers before clearance do so at their own commercial risk, as CCS has the powers to unwind a merger that has already been effected, impose directions and, in the case of intentional or negligent infringements, impose financial penalties if CCS decides that the merger gives rise to an SLC.

Individuals may be liable for criminal offences under the Competition Act, including the provision of false or misleading information particularly knowingly or recklessly, the obstruction of any agent of CCS, the refusal to provide any required document or information and the intentional or reckless destruction, disposal or falsification of documents. These offences are punishable with fines, and/or imprisonment.