Trade Competition Commission Notifications on Mergers

Keywords: Mazars, Thailand, Legal, Trade Competition Commission, Mergers

18 February 2019

1. Requiring pre-merger approval from the Trade Competition Commission – A merger forming a monopoly or market dominant operator.
2. Requiring post-merger notification to the Trade Competition Commission – A merger resulting in the significant lessening of competition in market.

On 4 October 2018, the Trade Competition Commission issued notifications defining terms and setting criteria for determining when a merger forms a monopoly or market dominant operator, or when a merger results in the significant lessening of competition in the market. The key factors are summarized below:

• Definition of ‘monopoly’: A market where a single business operator has exclusive control over the price and quantity of goods and services independently, and has sales turnover of at least 1 billion baht.
• The criteria for defining a business operator as a ‘market dominant operator’ are as follows:
  • A business operator who had at least a 50% share of the market for any particular goods or services in the previous year, and had sales turnover in previous year of at least 1 billion baht; or
  • The top three business operators who had at least a 75% share in the market for any particular goods or services, where each business operator had sales turnover in the previous year of 1 billion baht or more (unless one of the top three business operators had less than a 10% share of the market in the previous year). The calculation of market share and sales turnover must include market share and sales turnover of business operators having a relationship in policy and commanding power as defined in the criteria set out by the Trade Competition Commission.

• Definition of ‘a merger resulting in the significant lessening of competition in market’: A merger resulting in sales turnover in aggregate of at least 1 billion baht for a business operator or for the merged business operators in any market, provided that the merger will not form a monopoly or market dominant business operator. The calculation of sales turnover must include sales turnover of business operators having a relationship in policy and commanding power as defined in the criteria set out by the Trade Competition Commission.