To be notifiable to the Commission, the transaction must be of an European dimension. Where a transaction is of an EU dimension, the Commission is the sole authority competent to review the transaction. This is commonly referred to as the ”one-stop-shop.”

A transaction is of an EU dimension if it meets one of the following two thresholds:

Threshold 1

1. The combined worldwide turnover of the undertaking concerned exceeds EUR 5 billion; and

2. The individual EU turnover of at least two undertakings concerned exceeds EUR 250 million.

OR

Threshold 2

1. The combined worldwide turnover of the undertaking concerned exceeds EUR 2.5 billion; and

2. The combined turnover of the undertaking concerned in at least three Member States exceeds EUR 100 million; and

3. The individual turnover of at least two undertakings concerned in each of the three Member States included under (2) above exceeds EUR 25 million; and

4. The individual EU-turnover of at least two undertakings concerned exceeds EUR 100 million.

Transactions meeting either Threshold 1 or Threshold 2 will not require notification to the Commission if each of the undertakings concerned achieves more than two thirds of its EU-turnover within one and the same member state.

There are specific rules regarding the allocation of turnover to the undertaking concerned.

An EU Member State may still request that the Commission examine a transaction that does not meet the above thresholds, but which the member state deems to affect trade between Member States and threatens to significantly affect competition within the territory of the Member State(s) making the request. The European Commission is not obliged to accept jurisdiction.

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