Irish Merger Control Update and Outlook for 2025

In February 2025, the Competition and Consumer Protection Commission (CCPC) published its annual report on mergers and acquisitions, providing details on the transactions reviewed by the CCPC in 2024.  This update provides our insights on key trends for 2025.

Highest Number of Mergers Reviewed

In 2024, the CCPC marked its 10th anniversary by reviewing a total of 82 merger notifications, an increase of 21% on the previous year and its highest number since 2018.  Private equity buyers represented >one third of all deals reviewed, comprising international deals with a target generating Irish revenues (e.g. EQT/Zeus) and investments in Ireland-based businesses (e.g. TPG/Quintain Developments).  These trends have continued into 2025, with an increase of 20% in the number of transactions notified in Q1, compared with the same period last year.

Business-Friendly Process for No-Issue Transactions

One of the standout features of the Irish merger control process is its efficiency in clearing transactions which, although triggering a notification under the threshold, do not raise substantive competition concerns. The large majority (71%) of transactions reviewed by the CCPC in 2024 fell within this category (up from 52% in 2023) and were cleared under the Simplified Merger Notification Procedure (SMNP).  Clearance decisions were received by the parties in under three weeks and with no requirement to engage in pre-notification discussions with the CCPC. This fast-track process is among the quickest in the EU.

However, cases notified under the SMNP can revert to a standard review when the CCPC considers it appropriate to do so (although this occurred only once in 2024).  Notifications can also be rejected if the submission is deemed incomplete, leading to a need to renotify and associated delays (again, this occurred just once in 2024 in Lloyds Pharmacy/McCabes Pharmacy).

Deals Involving Competing Firms: Extended Timelines and Remedies

Although the Irish merger control regime provides an efficient process for transactions which do not give rise to competition concerns, Ireland-centric deals involving competing firms typically face much greater scrutiny.  If the CCPC identifies competition concerns, it is willing to engage on a range of remedies (both structural and behavioural) in appropriate cases.  While merger prohibition decisions are rare in Ireland, the CCPC has issued two in the past two years, potentially signaling a tougher stance on mergers which impact competition in Ireland.

The CCPC must complete its Phase I review within 30 working days.  However, if the CCPC issues a formal request for information (RFI), the 30 working day timeline is reset and resumes only when the requested information has been provided.  In 2024, Parties were issued with a formal RFI in 9 cases (11% of all cases notified to the CCPC) and the average timeline for receiving clearance in those cases was 78 working days (from notification).

Of the nine transactions which faced an extended Phase 1 process, six were ultimately cleared without remedies and two were cleared subject to remedies in Phase 2 (one review is ongoing at the time of publication). Both conditional clearances involved a divestment:

• In Lloyds Pharmacy/McCabes Pharmacy the Parties agreed to divest two pharmacies to address local competition concerns. The remedy was proposed by the purchaser during the Phase 1 process and accepted by the CCPC early in Phase 2. The Parties’ original notification was rejected by the CCPC on grounds of invalidity. 
• In Phoenix/ Cellnex, the CCPC’s competition concerns related to concentration in mobile network tower hosting services and the Parties agreed to divest sites in order to facilitate market entry or expansion. Clearance was received in February 2025, almost 11 months after notification.

The CCPC also prohibited a transaction in 2024 (notified in 2023) finding that the acquisition of a car park near to Dublin airport would give the purchaser, daa, a market share of 90%.  That case took almost 12 months to reach a conclusion.

Below-Threshold Mergers: A Platform for Article 22 Referrals?

As we have discussed previously (see here), in 2023 the CCPC was empowered to “call-in” below-threshold mergers for review. This power allows the CCPC to require notification of mergers that do not meet the standard thresholds but may still impact competition in Ireland. It would also allow the CCPC to target so-called “killer acquisitions” (e.g., acquisitions of nascent, innovative competitive rivals by incumbent firms which are aimed at shutting down future competition), which could impact markets both in Ireland and potentially more broadly. The CCPC reports that, while it closely considered a number of candidate transactions in 2024, it has not yet used its call-in power (unlike, for example, the Italian competition authority which called in the acquisition of Run:AI by Nvidia and subsequently referred it to the EC).

Ireland is among a growing number of EU Member States that have enacted legislation to scrutinise below-threshold mergers.  The EC’s ability to review such transactions was stymied by the CJEU’s ruling in the Illumina/Grail case in September 2024, which declared it unlawful for the EC to review a transaction referred to it under Article 22 TFEU by Member States that do not themselves have jurisdiction to review.  The EC may now look to Member States, including Ireland, with valid call-in powers for future referrals in prominent transactions which have the potential to impact competition within the EEA. 

Looking Beyond Merger Control

A new foreign direct investment (FDI) screening regime was introduced in Ireland in January 2025, which includes a mandatory notification obligation for transactions involving target firms which operate in a range of sensitive sectors (including life sciences and technology).  

Looking ahead, the FDI regime adds another layer of complexity to the regulatory landscape in Ireland.  Although the lengthy review timelines under the FDI regime (up to 90 working days) may impact transaction closing timelines, the CCPC's successful implementation of the SMNP provides a promising framework for streamlined reviews to be introduced in the future.

Conclusion

The Irish merger control landscape has experienced increased activity in recent years.  Overall, the outlook for Irish merger control in 2025 is one of continued vigilance and adaptability, with the CCPC poised to balance efficient transaction clearance of “simple” deals with robust competition enforcement in appropriate cases.  Businesses operating in Ireland or considering mergers and acquisitions in the region should remain cognisant of these evolving regulatory dynamics to achieve their goals.

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