2023 merger review reporting thresholds

The Superintendence of Industry and Commerce (“SIC”) updated the merger review reporting thresholds applicable as of January 1, 2023. According to Resolution 90523 of 2022, issued by SIC, for 2023 any merger between companies, with horizontal or vertical overlaps, must be reported if any of the following thresholds are met:

1. The turnover of the companies in 2022, jointly or independently, exceeded the value equivalent to 1.641.044,99 Tax Value Units (UVT – for its Spanish acronym).
2. The combined or independent value in 2022 of the assets of the companies exceeded the equivalent to 1.641.044,99 UVT.

The value of the UVT for 2023 has been set at COP$42.412 (about US$8,80). Hence, in 2023 any business combination, whether horizontal or vertical, must be reported to SIC when the companies involved meet either of the following thresholds:

1. Their joint or individual 2022 turnover exceeded COP$69.600.000.115,88 (about US$14.500.000); or
2. Their joint or individual assets in 2022 exceeded COP$69.600.000.115,88 (about US$14.500.000).

Failure to report a merger meeting the aforementioned thresholds exposes parties to fines. For companies, the fines may reach 100.000 times the value of the Minimum Monthly Wage (COP$116.000.000.000 in 2023, about US$24.000.000) or 20% of the operational income or assets of the guilty party. For individuals, fines can reach up to 2.000 the Minimum Monthly Wage (COP$2.320.000.000 in 2023, about US$480.000).

Furthermore, the law also grants SIC the power to order the reversal of the unreported merger if it finds that the transaction poses a significant restriction to competition.

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