Please see below updated thresholds for transactions subject to pre-merger control by the Mexican Antitrust Commission (Cofece) under the Antitrust Statute (LFCE), i.e. transactions with effects in Mexico that require unconditional approval or acceptance of applicable remedies before closing:

1. Test based on transaction value in Mexico: When the act(s) involved, regardless of the place of execution, are worth in Mexico, directly or indirectly, more than 18 million UMAs = MXN 1,520.8 million, or approx. US $78.8 million.
2. Test based on size of the Target: When the act(s) involved result in the accumulation of 35% or more of assets or capital stock of an economic agent with annual sales originated in Mexico, or assets in Mexico, worth over 18 million UMAs, = MXN 1,520.8 million, or approx. US $78.8 million.
3. Test for control of smaller transactions by larger economic agents: When the act(s) involved, result in the accumulation in Mexico of assets or capital stock worth over 8.4 million UMAs = MXN 710 million, or approx. US $36.8 million, and the transaction involves two or more economic agents with annual sales originated in Mexico, or assets in Mexico, worth over 48 million UMAs = MXN 4,055.5 million, or approx. US $210.1 million.

 

NOTES:

• 1 UMA = MXN $84.49 for 2019, as published today by INEGI. UMA is the unit measure yearly adjusted by inflation used, among others, for calculation of reportability thresholds.
• US $1 = MXN $19.30. Please keep in mind the volatility of the MXN peso against the US Dollar before relying on the amounts above.
• For reference purposes only. Does not constitute legal advice on the reportability of any transaction.

The current applicable filing fee for the analysis of a concentration by Cofece is MXN $184,539.00, or approx. US $9,500.

Kindly be reminded that hefty administrative penalties may apply to illicit concentrations and unreported transactions, in addition to potential civil liability. We therefore strongly advise a careful reportability analysis of transactions with effects in Mexico, as well as adopting any and all necessary measures to avoid gun jumping, i.e. closing acts before obtaining Cofece’s unconditional approval.

Likewise, during negotiations and due diligence processes do avoid the exchange of information between competitors that may have the purpose or effect of fixing prices, restricting supply, segmenting territories or bid rigging. In addition to hefty administrative and civil penalties, criminal prosecution may result in 5 to 10 years of imprisonment.

Please do not hesitate to contact us at antitrust@gcsc.com.mx if you have any questions or wish to discuss preventive or corrective measures to mitigate risks of antitrust violations.

Published on January 2019