2) An acquisition or a merger shall be deemed to have occurred:
a) When two or more authorized providers of Telecommunications Services,
previously having independent existence, amalgamate, or when such parties
pool resources, for the purpose of providing Telecommunications Services;
b) When a person or group of persons, directly or indirectly acquire shares, or
assets, of an authorized provider of Telecommunications Services; or,
c) When a person or group or persons, take control of management of an
authorized provider of Telecommunications Services, through any other means.
3) Any person who proposes to enter into an agreement or arrangement of an
acquisition or a merger in accordance with Sub‐Article (2) of this Article, shall
request prior approval from the Authority of the proposed merger or acquisition.
4) A party to a proposed merger or acquisition, shall file with the Authority a Mergers
and Acquisitions Notification no less than ninety (90) working days prior to the
expected completion date of the intended transaction, and shall be accompanied by
at least the following information:
a) The identification of all persons involved in the transaction, including, buyers,
sellers, their shareholders and affiliated companies, and any person having
greater than five percent (5%) ownership interest in all such persons;
b) A description of the nature of the proposed transaction and a summary of its
commercial terms;
c) Financial information of the persons involved in the proposed transaction,
including their most recent annual financial statement;
d) Information about telecommunications services provided, annual revenue by
main category of telecommunications services, and the values of assets used in
the supply of Telecommunications or Infrastructure Sharing services; and
e) Most recent quarterly financial report.
5)
Within thirty (30) working days of receiving a Mergers and Acquisitions
Notification, the Authority shall issue a notice and either,
a) Approve the transaction; or
b) Deny approval if it is of the opinion that the transaction is likely to significantly
lessen competition and explaining the grounds for denial; or
c) Open a regulatory proceeding if it needs more time to investigate in more
detail, whether the transaction would likely have the effect of significantly
lessen competition for Telecommunications Services.
6) Where the Authority decides to open a proceeding for a merger or acquisition
review, it shall do so in accordance with the procedure established in Articles 35
through 38 of the Proclamation, and this Directive.
7) Where the Authority decides to grant conditional approval of a proposed
transaction, and imposes remedies or obligations that the parties to the transaction
shall fulfill prior to the completion of such transaction, such remedies or obligations
shall be in accordance with the Proclamation, this Directive, or any applicable
competition laws.
12
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