Papua New Guinea merger control
Produced in partnership with Allens
Papua New Guinea merger control

The following Competition practice note produced in partnership with Allens provides comprehensive and up to date legal information covering:

  • Papua New Guinea merger control
  • 1. Have there been any recent developments regarding the Papua New Guinea merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Papua New Guinea?
  • 2. Under Papua New Guinea merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to minority shareholdings?
  • 3. Are joint ventures caught by the national merger control provisions (including non-structural, cooperative joint ventures)?
  • 4. What are the merger control thresholds and would a purely foreign-to-foreign transaction be caught (commenting on any ‘effects’ doctrine/policy if relevant)?
  • 5. Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is there any discretion to review transactions that fall below the notification thresholds?
  • 8. Is it possible to close the deal globally prior to local clearance?
  • 9. Is there a deadline for filing a notifiable transaction and what is the timetable thereafter for review by the Independent Consumer and Competition Commission?
  • More...

A conversation with Sarah Kuman, partner, and Emmanuel Auru, senior associate, in the Port Moresby office of international law firm Allens, on key issues on merger control in Papua New Guinea.

NOTE–to see whether notification thresholds in Papua New Guinea and throughout the world are met, see Where to Notify.

1. Have there been any recent developments regarding the Papua New Guinea merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Papua New Guinea?

Papua New Guinea's merger control regime was introduced by the Independent Consumer and Competition Commission Act 2002 (ICCC Act) which created the independent competition regulator, the Independent Consumer and Competition Commission (ICCC).

On 25 July 2018 the PNG Parliament passed amendments to the ICCC Act which introduced a new mandatory, pre-merger notification regime. Under this new regime, transactions need to be notified to the ICCC for clearance prior to closing when one of the alternative thresholds applies:

  1. the value of the transaction exceeds PGK 50m, or

  2. the transaction is likely to result in a market share increase of 50% or more of the acquirer.

Failure to notify will result in a default penalty of PGK 750,000.

On 29 May 2019 these amendments to the ICCC Act came into force.

2. Under Papua New Guinea merger control law, is the control test the same as the

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