Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025
I, Andrew Leigh, Assistant Minister for Productivity, Competition, Charities and Treasury, make the following determination.
Dated 10 December 2025
Dr Andrew Leigh
Assistant Minister for Productivity, Competition, Charities and Treasury
Parliamentary Secretary to the Treasurer
Contents
Part 1—Preliminary
1-1 Name
1-2 Commencement
1-3 Authority
1-4 Interpretation
Part 6—Forms and manner of determining applications
Division 1—Determination of forms, information and documents, and manner for determining applications
6-1 Notification of proposed acquisition
6-2 Public benefit application
Division 2—Notification of proposed acquisition: short form
Division 3—Notification of proposed acquisition: long form
Division 4—Application for public benefit determination: form
Part 1—Preliminary
1-1 Name
This instrument is the Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025.
1-2 Commencement
(1) Each provision of this instrument specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.
Commencement information
Column 1 Column 2 Column 3
Provisions Commencement Date/Details
The whole of this instrument Immediately after Schedule 2 to the Competition and Consumer (Notification of Acquisitions) Amendment (2025 Measures No. 1) Determination 2025 commences.
Note: This table relates only to the provisions of this instrument as originally made. It will not be amended to deal with any later amendments of this instrument.
(2) Any information in column 3 of the table is not part of this instrument. Information may be inserted in this column, or information in it may be edited, in any published version of this instrument.
Section 1 - Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025 - Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025 | Zoe
1-3 Authority
This instrument is made under the Competition and Consumer Act 2010.
Note: The Minister may determine forms for, or the documents that must accompany, a notification or public benefit application (see subsections 51ABY(5) and 51ABZQ(5) of the Act). The Commission may have regard to these requirements when considering whether the notification or application is false, incomplete or misleading (see subsection 51ABY(2), paragraphs 51ABY(4)(a) and (b), subsection 51ABZQ(2) and paragraphs 51ABZQ(4)(a) and (b) of the Act).
1-4 Interpretation
This instrument incorporates, and is to be read together with, the Competition and Consumer (Notification of Acquisitions) Determination 2025.
Note 1: An effect of this section is that the definitions contained in, and the context and purpose of, the Competition and Consumer (Notification of Acquisitions) Determination 2025 apply to this instrument as if this instrument were part of that instrument.
Note 2: The structure and numbering of the remaining parts of this instrument adopt the structure and numbering from the Competition and Consumer (Notification of Acquisitions) Determination 2025 to assist the reader in reading the 2 instruments together.
Part 6—Forms and the manner for determining applications
Division 1—Determination of forms, information and documents, and manner for determining applications
6-1 Notification of proposed acquisition
(1) Under paragraph 51ABY(5)(a) of the Act, the forms set out in Divisions 2 and 3 of this Part are determined for paragraph 51ABY(4)(a) of the Act, in relation to the notification of a proposed acquisition.
(2) Under paragraph 51ABY(5)(b) of the Act, the information and documents required to accompany the forms, as set out in forms in Divisions 2 and 3 of this Part, are determined for paragraph 51ABY(4)(b) of the Act, in relation to the notification of a proposed acquisition.
6-2 Public benefit application
(1) Under paragraph 51ABZQ(5)(a) of the Act, the form set out in Division 4 of this Part is determined for paragraph 51ABZQ(4)(a) of the Act, in relation to a public benefit application.
(2) Under paragraph 51ABZQ(5)(b) of the Act, the information and documents required to accompany the form, as set out in the form in Division 4 of this Part, are determined for paragraph 51ABZQ(4)(b) of the Act, in relation to a public benefit application.
Division 2—Notification of proposed acquisition: short form
Note: See section 6-1.
AUSTRALIAN GOVERNMENT
AUSTRALIAN COMPETITION AND CONSUMER COMMISSION
NOTIFICATION OF PROPOSED ACQUISITION: SHORT FORM
Note 1: A notifying party must give the Commission enough information to determine that the acquisition may be put into effect or must not be put into effect. In making a determination, the Commission must have regard to the object of the Competition and Consumer Act 2010 and all relevant matters, including the interests of consumers.
Note: 2: A notifying party should consider consulting with the Commission before making a notification to discuss the scope and range of information and documents needed in the context of the particular proposed acquisition to which the notification relates and for guidance about whether the short form or long form is appropriate for the notification of the acquisition.
Note: In this form, a reference to a party to the acquisition is a reference to each notifying party of the acquisition, the target of the acquisition, and each connected entity of the notifying party and target.
1. Provide the information in the table below for each party to the acquisition:
Party
Legal representative (if any)
Name
Party name (including business or trading name, if different):<br>Identifying number, if applicable (e.g. ABN, ACN or equivalent or unique identifier):
Law firm name:
Contact details
Contact person:<br>Phone:<br>Email:<br>Address for service of documents?* [Y/N]
Contact person:<br>Phone:<br>Email:<br>Address for service of documents?* [Y/N]
Role in the acquisition
[Principal party / Target / Other]
N/A
Notifying party
[Y/N]
N/A
* A party may select ‘yes’ in response to either the party’s or the legal representative’s email address. By doing this, the party is agreeing to accept service of documents from the Commission in relation to this matter at the email address specified. If the response is ‘no’ to both options, the party must provide the Commission with an alternative email or other address for service.
DETAILS OF ACQUISITION
2. Provide a non-confidential plain language summary of the acquisition, including:
(a) a description of the parties, (including their legal and, if different, their business or trading names); and
(b) the class code and title for each of the parties to the acquisition, by reference to ANZSIC; and
(c) a description of the goods or services (including relevant brands) supplied by the parties, focussing on the goods and services most relevant to the acquisition and any vertical relationships or other overlaps between the parties; and
(d) a description of the main industries in which the parties to the acquisition supply those goods and services; and
(e) a description of what will be acquired and the process or transaction structure by which it will occur.
Note: The non-confidential summary may be published on the acquisitions register.
3. Provide the following details in relation to the acquisition:
(a) any further information required to give a complete response to question 2 that could not be provided due to it being a plain language summary, or due to the information being confidential;
(b) the type of acquisition (for example, horizontal, vertical or conglomerate);
(c) the commercial rationale for the acquisition;
(d) the consideration received or receivable for all of the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place, in Australian dollars (A$), including its form and amount;
(e) if applicable, the transaction value calculated for the purposes of the transaction value tests;
(f) if the acquisition has, or will have, related filings in other foreign countries, details of each country, the related filings and the date notified (if applicable).
Note 1: For paragraph (b)—an acquisition is:
(a) a horizontal acquisition if the parties to the acquisition are suppliers or buyers, or potential suppliers or buyers, of the same or similar goods or services in a market; and
(b) a vertical acquisition if the parties to the acquisition engage, or potentially engage, in activities in relation to goods or services at different functional levels (upstream or downstream) of the same vertical supply chain; and
(c) a conglomerate acquisition if the parties to the acquisition are suppliers or buyers, or potential suppliers or buyers, of adjacent goods or services.
Note 2: For paragraph (f)—if you consent to give a confidentiality waiver in relation to those other countries, provide signed confidentiality waiver document(s).
4. For each of the parties to the acquisition, complete for each of the 3 12-month financial reporting periods before the day this notification is made (in A$), detailing the months covered for each 12‑month period:
Entity<br>(including relationship to a party)
12-month period (including months and years covered)
Australian revenue
Note 1: If the acquisition is of an asset, state the revenue attributable to the asset.
Note 2: Monetary figures must be stated in A$. If figures are also provided in other currencies, those currencies must be clearly identified.
PAST RELEVANT ACQUISITIONS
5. List any acquisitions put into effect by the parties during the 3 12-month financial reporting periods prior to the date this notification is made, excluding the following:
(a) any acquisition where the consolidated Australian revenue relating to the acquisition is less than A$2 million;
(b) any acquisition of targets which are not, or were not, involved (directly or indirectly) in the supply or acquisition of the same goods or services or goods or services that are substitutable for, or otherwise competitive with, each other (disregarding any geographical factors or limitations);
(c) any acquisitions excluded under Division 2 of Part 2 of the Competition and Consumer (Notification of Acquisitions) Determination 2025.
Party
Entity acquired
Shares or assets acquired
Date acquisition was put into effect
Australian revenue
Note 1: For a period before 1 July 2025, include any transaction that would be an acquisition to which the acquisitions provisions of the Act would apply under section 51ABB of the Act if the Act were in force at that time.
Note 2: Monetary figures must be stated in A$. If figures are also provided in other currencies, those currencies must be clearly identified.
Note 3: If the acquisition is of an asset, state the revenue attributable to the asset.
Note 4: The Australian revenue of acquisitions of previous shares or assets are to be ascertained as at their respective historical contract dates—see subsection 1-11(4) of the Competition and Consumer (Notification of Acquisitions) Determination 2025.
COMPETITIVE EFFECTS OF ACQUISITION
6. For each relevant good or service supplied or potentially supplied by the parties to the acquisition:
(a) describe the good or service and the geographic areas in Australia where it is supplied; and
(b) identify other key suppliers of the good or service in Australia; and
(c) provide a relevant market definition or definitions, for the good or service, together with a statement of the parties’ reasons for identifying those definitions.
Note 1: A good or service is a relevant good or service in relation to an acquisition if the parties to the acquisition:
(a) supply, or potentially supply, goods or services that are the same as, or are substitutable for, the good or service in the same or a similar geographic area; or
(b) supply the good or service at different levels in the supply chain for that good or service; or
(c) supply other goods or services that are not in the same market or in the same supply chain as the good or service but are related in some other way to that good or service.
Example: Goods targeting similar customers or that may be purchased or supplied together.
Note 2: In determining the relevant market definition or definitions, parties should choose the definition or definitions that are most appropriate for the good or service having regard to the definition or definitions where the acquisition is likely to result in the largest market share or largest increment in market share based on the revenue, volume, or capacities of the parties.
Note 3: If the acquisition is an acquisition of vacant land, the relevant market definitions should have regard to the acquirer’s potential use of the land.
7. For each relevant market definition, provide estimated market shares for each party to the acquisition and other key suppliers (calculated by reference to revenue and, if available, volume and capacity) for each of the 3 12-month financial reporting periods prior to the date this notification is made. Provide details on how those estimates were made (including how revenue, volume and capacity were calculated), including any assumptions made. Provide a machine-readable file containing the underlying data used in the calculations.
Market definition
Year
Supplier
Australian revenue (A$)
Market share (by revenue) (%)
Volume
Market share (by volume) (%)
Capacity
Market share (by capacity)<br>(%)
Note: Monetary figures must be stated in A$. If figures are also provided in other currencies, those currencies must be clearly identified.
COMPETITOR AND CUSTOMER CONTACTS
8. Provide contact details for the following competitors and customers of each party to the acquisition for each relevant good or service supplied:
(a) the top 5 closest competitors;
(b) the top 5 largest customers based on spend in the last financial year;
(c) the 5 customers closest to the median spend of customers in the last financial year.
Details for each competitor or customer must include, to the extent possible, a specific contact person and full contact details including direct email address (for example, john.smith@xyz.com, not info@xyz.com) and direct telephone number (not a general contact number).
ADDITIONAL INFORMATION
9. Provide the following information:
(a) Identify the subparagraph of paragraph 51ABX(1)(d) of the Act which applies to the notification of the proposed acquisition;
(b) Does the contract, pursuant to which the acquisition is to take place, contain any goodwill protection provisions? [Y/N]
If yes, identify and provide details of the goodwill protection provisions, and describe why they are necessary for the protection of the purchaser in respect of the goodwill of the business.
(c) Do you intend to make a request under paragraph 51ABZZL(1)(d) of the Act for the Commission to apply section 51ABZZL of the Act (surprise hostile takeovers) to the notification, for a confidential review? [Y/N]
If yes, provide the details of the statements to be made under subsection 51ABZZL(2) of the Act.
(d) Is the acquisition, or part of the acquisition, a voluntary transfer of business (within the meaning of the Financial Sector (Transfer and Restructure) Act 1999)? [Y/N]
If yes, provide a copy of the certificate of transfer.
DOCUMENTS REQUIRED
10. Provide final or most recent versions of all transaction documents, such as the sale and purchase agreement, heads of agreement, offer documents, and any other agreements between the parties related to the acquisition, including any supply or other ancillary agreements that are conditional on the acquisition.
11. For each party to the acquisition, provide the most recent audited financial reports and income statements that relate to the supply of the relevant goods or services.
12. Provide an organisation chart or diagram that shows the structure of ownership and control of the parties to the acquisition and related bodies corporate involved in the supply of the relevant goods or services, both before and after the acquisition. Include the full names and any applicable ACN/ABN/equivalent or unique identifiers, director names, and identify the nature of the ownership or control arrangements (for example, 51% or 100% ownership of share capital).
DECLARATION
13. An authorised person of the notifying party of the acquisition must complete the following declaration. If there is more than one notifying party, a separate declaration must be completed for each notifying party.
I declare that, to the best of my knowledge and belief, the information given in response to questions in this form is true, correct and complete, that all estimates are identified as such and are the best estimates based on the underlying facts, that all opinions expressed are genuinely held and that complete copies of documents required by this form have been supplied. I am aware that giving false or misleading information to the Commission is a serious offence and criminal penalties apply.
……………………………… Signature of authorised person Name: Position:
Division 3—Notification of proposed acquisition: long form
Note: See section 6-1.
AUSTRALIAN GOVERNMENT
AUSTRALIAN COMPETITION AND CONSUMER COMMISSION
NOTIFICATION OF PROPOSED ACQUISITION: LONG FORM
Note 1: A notifying party must give the Commission enough information to determine that the acquisition may be put into effect or must not be put into effect. In making a determination, the Commission must have regard to the object of the Competition and Consumer Act 2010 and all relevant matters, including the interests of consumers.
Note: 2: A notifying party should consider consulting with the Commission before making a notification to discuss the scope and range of information and documents needed in the context of the particular proposed acquisition to which the notification relates and for guidance about whether the short form or long form is appropriate for the notification of the acquisition.
Note : In this form, a reference to a party to the acquisition is a reference to each notifying party of the acquisition, the target of the acquisition, and each connected entity of the notifying party and target.
1. Provide the information in the table below for each party to the acquisition:
Party
Legal representative (if any)
Name
Party name (including business or trading name, if different):<br>Identifying number, if applicable (e.g. ABN, ACN or equivalent or unique identifier):
Law firm name:
Contact details
Contact person:<br>Phone:<br>Email:<br>Address for service of documents?* [Y/N]
Contact person:<br>Phone:<br>Email:<br>Address for service of documents?* [Y/N]
Role in the acquisition
[Principal party / Target / Other]
N/A
Notifying party
[Y/N]
N/A
* A party may select ‘yes’ in response to either the party’s or the legal representative’s email address. By doing this, the party is agreeing to accept service of documents from the Commission in relation to this matter at the email address specified. If the response is ‘no’ to both options, the party must provide the Commission with an alternative email or other address for service.
DETAILS OF ACQUISITION
2. Provide a non-confidential plain language summary of the acquisition, including:
(a) a description of the parties, (including their legal and, if different, their business or trading names); and
(b) the class code and title for each of the parties to the acquisition, by reference to ANZSIC; and
(c) a description of the goods or services (including relevant brands) supplied by the parties, focussing on the goods and services most relevant to the acquisition and any vertical relationships or other overlaps between the parties; and
(d) a description of the main industries in which the parties to the acquisition supply those goods and services; and
(e) a description of what will be acquired and the process or transaction structure by which it will occur.
Note: The non-confidential summary may be published on the acquisitions register.
3. Provide the following details in relation to the acquisition:
(a) any further information required to give a complete response to question 2 that could not be provided due to it being a plain language summary, or due to the information being confidential;
(b) the type of acquisition (for example, horizontal, vertical or conglomerate);
(c) the commercial rationale for the acquisition;
(d) the consideration received or receivable for all of the shares and assets being acquired as part of the contract, arrangement or understanding, pursuant to which the acquisition is to take place, in Australian dollars (A$), including its form and amount;
(e) if applicable, the transaction value calculated for the purposes of the transaction value tests;
(f) if the acquisition has, or will have, related filings in other foreign countries, details of each country, the related filings and the date notified (if applicable).
Note 1: For paragraph (b)—an acquisition is:
(a) a horizontal acquisition if the parties to the acquisition are suppliers or buyers, or potential suppliers or buyers, of the same or similar goods or services in a market; and
(b) a vertical acquisition if the parties to the acquisition engage, or potentially engage, in activities in relation to goods or services at different functional levels (upstream or downstream) of the same vertical supply chain; and
(c) a conglomerate acquisition if the parties to the acquisition are suppliers or buyers, or potential suppliers or buyers, of adjacent goods or services.
Note 2: For paragraph (f)—if you consent to give a confidentiality waiver in relation to those other countries, provide signed confidentiality waiver document(s).
4. Describe any existing or proposed commercial relationships between the parties to the acquisition that relate to the supply of relevant goods and services.
Note: A good or service is a relevant good or service in relation to an acquisition if the parties to the acquisition:
(a) supply, or potentially supply, goods or services that are the same as, or are substitutable for, the good or service in the same or a similar geographic area; or
(b) supply the good or service at different levels in the supply chain for that good or service; or
(c) supply other goods or services that are not in the same market or in the same supply chain as the good or service but are related in some other way to that good or service.
Example: Goods targeting similar customers or that may be purchased or supplied together.
5. For each party to the acquisition, complete for each of the 3 12-month financial reporting periods before the day this notification is made (in A$), detailing the months covered for each 12‑month period:
Entity<br>(including relationship to a party)
12-month period (including months and years covered)
Australian revenue
Note 1: If the acquisition is of an asset, state the revenue attributable to the asset.
Note 2: Monetary figures must be stated in A$. If figures are also provided in other currencies, those currencies must be clearly identified.
PAST RELEVANT ACQUISITIONS
6. List any acquisitions, put into effect by the parties during the 3 12-month financial reporting periods prior to the date this notification is made, excluding the following:
(a) any acquisition where the consolidated Australian revenue relating to the acquisition is less than A$2 million;
(b) any acquisition of targets which are not, or were not, involved (directly or indirectly) in the supply or acquisition of the same goods or services or goods or services that are substitutable for, or otherwise competitive with, each other (disregarding any geographical factors or limitations);
(c) any acquisitions excluded under Division 2 of Part 2 of the Competition and Consumer (Notification of Acquisitions) Determination 2025.
Party
Entity acquired
Shares or assets acquired
Date acquisition was put into effect
Australian revenue
Note 1: For a period before 1 July 2025, include any transaction that would be an acquisition to which the acquisitions provisions of the Act would apply under section 51ABB of the Act if the Act were in force at that time.
Note 2: Monetary figures must be stated in A$. If figures are also provided in other currencies, those currencies must be clearly identified.
Note 3: If the acquisition is of an asset, state the revenue attributable to the asset.
Note 4: The Australian revenue of acquisitions of previous shares or assets are to be ascertained as at their respective historical contract dates—see subsection 1-12(4) of the Competition and Consumer (Notification of Acquisitions) Determination 2025.
COMPETITIVE EFFECTS OF ACQUISITION
7. For each relevant good or service supplied or potentially supplied by the parties to the acquisition:
(a) describe the good or service and the geographic areas in Australia where it is supplied; and
(b) identify other key suppliers in Australia; and
(c) provide a relevant market definition or definitions, in which the parties carry on business, together with a statement of the parties’ reasons for identifying those definitions; and
(d) identify whether any of the parties have non-controlling shareholdings or cross directorships in companies that supply the same or similar goods or services as other parties to the acquisition (e.g. the acquirer has a minority shareholding or common directors in a company that is active in an area that another party to the transaction supplies).
Note 1: In determining the relevant market definition or definitions, parties should choose the definition or definitions that are most appropriate for the good or service having regard to the definition or definitions where the acquisition is likely to result in the largest market share or largest increment in market share based on the revenue, volume or capacities of the parties.
Note 2: If the acquisition is an acquisition of vacant land, the relevant market definitions should have regard to the acquirer’s potential use of the land.
8. For each relevant market definition, provide estimated market shares for each party to the acquisition and other key suppliers (calculated by reference to revenue, and, if available, volume and capacity) for each of the 3 12-month financial reporting periods prior to the date this notification is made. Provide details on how those estimates were made (including how revenue, volume and capacity were calculated), including any assumptions made. Provide a machine-readable file containing the underlying data used in the calculations.
Note: Monetary figures must be stated in A$. If figures are also provided in other currencies, those currencies must be clearly identified.
BARRIERS TO ENTRY
9. Identify suppliers, if and where material, who have started to supply relevant goods or services during the 3 12-month financial reporting periods prior to the date this notification is made, and any such supplier expected to enter the market in the near future.
Note: A supplier in a market is material if they hold a material market share or role in the relevant market. Typically, this will include suppliers with a market share of 5% or more.
10. Identify suppliers, if and where material, who have stopped supplying relevant goods or services during the 3 12-month financial reporting periods prior to the date this notification is made.
11. Describe factors influencing entry into the market for the supply of the relevant goods or services, including the following:
(a) estimated total costs of entry and the time required to enter, the importance of economies of scale and scope, and of network effects, for production or distribution;
Example: The cost of, and time required for, building or obtaining access to key production or supply assets, important technologies or distribution channels.
(b) any barriers that may impact the costs or timeliness of entry, including:
(i) access to inputs, including patents and intellectual property rights; and
(ii) legal or regulatory requirements;
(c) barriers that may impact expected revenues, including customer switching costs, or supply characterised by long term supply contracts.
DATA
12. Identify any third-party datasets or reports used by the parties to the acquisition to estimate or analyse a party’s own and competitors’ market shares in the supply of the relevant goods or services, such as materials produced by industry bodies, research organisations, government or non-government organisations (public or otherwise). Explain how the parties use the data sets identified.
COMPETITOR AND CUSTOMER CONTACTS
13. Provide contact details for the following competitors and customers of each party to the acquisition for each relevant good or service supplied:
(a) the top 5 closest competitors;
(b) the top 10 largest customers based on spend in the last financial year;
(c) the 10 customers closest to the median spend of customers in the last financial year.
Details for each competitor or customer must include, to the extent possible, a specific contact person and full contact details including direct email address (for example, john.smith@xyz.com, not info@xyz.com) and direct telephone number (not a general contact number).
ADDITIONAL INFORMATION
14. Provide the following information as applicable:
(a) Identify the subparagraph of paragraph 51ABX(1)(d) of the Act which applies to the notification of the proposed acquisition;
(b) Does the contract pursuant to which the acquisition is to take place contain any goodwill protection provisions? [Y/N]
If yes, identify and provide details of the goodwill protection provisions, and describe why they are necessary for the protection of the purchaser in respect of the goodwill of the business.
(c) Do you intend to make a request under paragraph 51ABZZL(1)(d) of the Act for the Commission to apply section 51ABZZL of the Act (surprise hostile takeovers) to the notification, for a confidential review? [Y/N]
If yes, provide the details of the statements to be made under subsection 51ABZZL(2) of the Act.
(d) Is the acquisition, or part of the acquisition, a voluntary transfer of business (within the meaning of the Financial Sector (Transfer and Restructure) Act 1999)? [Y/N]
If yes, provide a copy of the certificate of transfer.
15. Provide any other information or documents that you consider to be relevant to, or may assist, the Commission’s assessment of the acquisition.
DOCUMENTS REQUIRED
16. Provide final or most recent versions of all transaction documents, such as the sale and purchase agreement, heads of agreement, offer documents, and any other agreements between the parties related to the acquisition, including any supply or other ancillary agreements that are conditional on the acquisition.
17. For each party to the acquisition, provide the most recent audited financial reports and income statements that relate to the supply of the relevant goods or services.
18. Provide an organisation chart or diagram that shows the structure of ownership and control of the parties to the acquisition and related bodies corporate involved in the supply of the relevant goods or services, both before and after the acquisition. Include the full names and any applicable ABN/ACN/equivalent or unique identifiers, director names, and identify the nature of the ownership or control arrangements (for example, 51% or 100% ownership of share capital).
19. Provide each document in the possession, power or control of each of the parties that were prepared by or for, or received by, the Board or Board Committee (or equivalent body) or the shareholders’ meeting of the party within the 2 years prior to the date this notification is made (whether prepared internally or by an external consultant) that:
(a) describes the rationale for the acquisition (including but not limited to the benefits of, or investment case for, the acquisition) for the purposes of assessing or making a decision in relation to the acquisition, and any record of the decision made; or
(b) assesses or analyses the acquisition; or
(c) assesses or analyses the valuation of the target for the purposes of the acquisition.
This includes, but is not limited to, any post-acquisition business plans or strategy (including integration plans and financial forecasts) and Information Memoranda prepared by or for the parties that specifically relate to the sale of the target. If no such Information Memoranda exist, provide the information or document(s) given to any of the parties that are meant to serve the function of an Information Memorandum.
20. Provide documents (including, but not limited to, reports, presentations, studies, internal analyses, industry/market reports or analysis, including customer research and pricing studies) in the possession, power or control of each of the parties that were prepared, received or published within the 2 years prior to the date this notification is made which:
(a) have been prepared by or for, or received by, the Board or Board Committee of a party (whether prepared internally or by external consultants); and
(b) describe or analyse the competitive conditions, market conditions, market shares, competitors, or the business plans of a party in relation to the relevant goods or services.
21. Identify the documents provided in questions 16 to 20 that the parties consider most comprehensively support the responses given in this notification.
APPENDICES
22. If the acquisition is a horizontal acquisition, answer the additional questions at Appendix A.
Note: An acquisition is a horizontal acquisition if the parties to the acquisition are suppliers or buyers, or potential suppliers or buyers, of the same or similar goods or services in a market.
23. If the acquisition is a vertical acquisition, answer the additional questions at Appendix B.
Note: An acquisition is a vertical acquisition if the parties to the acquisition engage, or potentially engage, in activities in relation to goods or services at different functional levels (upstream or downstream) of the same vertical supply chain. For example, a manufacturer of a product, such as a processor of raw milk, and a retail or wholesale distributor of the processed product operate on the same vertical supply chain for that product. An electricity generator and an electricity retailer operate on the same vertical supply chain for electricity.
24. If the acquisition is a conglomerate acquisition, answer the additional questions at Appendix C.
Note 1: An acquisition is a conglomerate acquisition if the parties to the acquisition are suppliers or buyers, or potential suppliers or buyers, of adjacent goods or services.
Note 2: A good or service is an adjacent good or service in relation to another good or service if the goods or services are not in the same market or in the same supply chain but are related in some other way.
Example: Goods targeting similar customers or that may be purchased or supplied together.
DECLARATION
25. An authorised person of the notifying party of the acquisition must complete the following declaration. If there is more than one notifying party, a separate declaration must be completed for each notifying party.
I declare that, to the best of my knowledge and belief, the information given in response to questions in this form is true, correct and complete, that all estimates are identified as such and are the best estimates based on the underlying facts, that all opinions expressed are genuinely held and that complete copies of documents required by this form have been supplied. I am aware that giving false or misleading information to the Commission is a serious offence and criminal penalties apply.
……………………………… Signature of authorised person Name: Position
APPENDIX A: HORIZONTAL ACQUISITIONS
Note: This information must be provided if the acquisition is a horizontal acquisition.
A1. Describe how competition works for each relevant good or service where the parties overlap in relation to the goods or services, including the following information:
(a) the nature of competition, including whether the relevant entities compete on price, quality, innovation, or any other element of competition, as well as the form of that competition, such as whether sales are made on an arm’s length basis, or by negotiation or tender processes;
(b) the closeness of competition between the parties and other key competitors. Include the extent to which the remaining competitors supply goods or services that are substitutable, including with reference to factors such as geographic location and the needs or preferences of customers and groups of customers;
(c) if the relevant goods or services are differentiated—an explanation of the extent to which they are differentiated, such as in terms of unique product features and functions, customer loyalty, geographic presence, and any other quality or product characteristics;
(d) how the parties price the goods or services, including with reference to the factors considered, whether uniform pricing is offered or there is discretionary pricing for particular customers or types of customers, and how often prices are reviewed;
(e) the cost and time it takes for customers to switch suppliers, including with reference to any features that may prevent or hinder switching, such as exclusive long term contracts or termination fees;
(f) if the relevant goods or services are characterised by bidding processes, data regarding customers won and lost by all parties for the 2 12-month financial reporting periods prior to the date this notification is made. Include in your response customer names, locations, types, volumes and revenue the customer accounts for, date of gain/loss and reason for gain/loss, and contract dates (other than data that is personal information within the meaning of the Privacy Act 1988);
(g) if applicable, the following information in respect of all requests for tender responded to by the parties and bidding processes participated in during the 3 12-month financial reporting periods prior to the date this notification is made:
(i) details of the bids made by each party;
(ii) the outcomes of those processes.
Example: Whether the bids were won or lost by each party, the identity of the winning bidder (if different and known to the parties), and the reasons for the outcome (if known).
APPENDIX B: VERTICAL ACQUISITIONS
Note: This information must be provided if the acquisition is a vertical acquisition.
B1. Provide information and evidence on whether the merged entity would have the ability and incentive to engage in input or customer foreclosure post‑acquisition.
For input foreclosure, this includes the following:
(a) a description of the input’s role in the vertical supply chain and its importance to any downstream good or service;
(b) for each input identified in response to paragraph (a):
(i) other key suppliers of that input available to competitors post‑acquisition; and
(ii) total revenue earned by the parties of that input.
For customer foreclosure, this includes the following:
(c) a description of the significance of the party being acquired as a customer of the upstream good or service (for example, to the scale of the merger parties’ business);
(d) any current or proposed exclusivity agreements that either of the parties to the acquisition is, or proposes to be, a party to and that relate to the goods and services.
B2. For the supply of relevant goods or services where the merger parties have a vertical relationship, provide details of:
(a) components of gross profit margins, including related details on revenues and each of the components of costs; and
(b) whether the costs identified in response to paragraph (a) are fixed or variable; and
(c) average upstream and average downstream prices for a relevant fiscal period.
APPENDIX C: CONGLOMERATE ACQUISITIONS
Note: This information must be provided if the acquisition is a conglomerate acquisition.
C1. Provide information and evidence on whether the merged entity would be in a position post-acquisition to foreclose competitors including the following:
(a) an explanation of current commercial or technical links between the relevant goods or services;
(b) an explanation of the role of each of the adjacent goods or services, including whether they are important for competitors or customers;
(c) identification of customers that purchase (or prefer to purchase) the goods or services together as a bundle or from the same supplier;
(d) identification of any suppliers that provide the goods or services together.
Division 4—Application for public benefit determination: form
Note: See section 6-2.
AUSTRALIAN GOVERNMENT
AUSTRALIAN COMPETITION AND CONSUMER COMMISSION
APPLICATION FOR PUBLIC BENEFIT DETERMINATION: FORM
PARTIES TO THE ACQUISITION
Note : In this form, a reference to a party to the acquisition is a reference to each notifying party of the acquisition, the target of the acquisition, and each connected entity of the notifying party and target.
1. Provide details of any changes to contact details since the acquisition was notified in the table below for each party to the acquisition:
Party
Legal representative (if any)
Name
Party name (including business or trading name, if different):<br>Identifying number, if applicable (e.g. ACN, ABN or equivalent or unique identifier):
Law firm name:
Contact details
Contact person:<br>Phone:<br>Email:<br>Address for service of documents?* [Y/N]
Contact person:<br>Phone:<br>Email:<br>Address for service of documents?* [Y/N]
Role in the acquisition
[Principal party / Target / Other]
N/A
Notifying party
[Y/N]
N/A
* A party may select ‘yes’ in response to either the party’s or the legal representative’s email address. By doing this, the party is agreeing to accept service of documents from the Commission in relation to this matter at the email address specified. If the response is ‘no’ to both options, the party must provide the Commission with an alternative email or other address for service.
SUMMARY OF PUBLIC BENEFITS AND DETRIMENTS
2. Provide a non-confidential summary of the public benefits and detriments likely to result from the acquisition (up to 5 pages).
Note: The non-confidential summary, or part of it, may be disclosed by the Commission to facilitate consultation.
PUBLIC BENEFITS
3. Identify any benefits to the public that would be likely to result from the acquisition.
4. Provide information and evidence, including data (if available), supporting each public benefit identified in response to question 3, including the following:
(a) the extent to which the public benefit is anticipated to arise because of the acquisition and why it would be unlikely to arise without the acquisition;
(b) the likelihood that the public benefit will be realised;
(c) an estimate of the timeframe over which the public benefit is likely to be realised;
(d) an estimate of the number and the identity of the likely beneficiaries of the public benefit and how widely it is likely to be shared in the community;
(e) a description, including to the extent possible an estimate, of the size of the public benefit and the basis on which it has been assessed;
(f) any factors that may limit the size of the benefit resulting from the acquisition;
(g) an estimate of any costs that will be incurred to realise the public benefit.
PUBLIC DETRIMENTS
5. Identify any known or reasonably ascertainable detriments to the public, apart from the harm to competition, that would be likely to result from the acquisition, together with a description of the scale of these detriments including estimates (if available).
WEIGHING PUBLIC BENEFITS AND DETRIMENTS
6. Provide detailed reasons why the acquisition would be likely to result in a benefit to the public that would, in all the circumstances, outweigh the detriment to the public that would be likely to result from the acquisition.
CONTACT DETAILS FOR INTERESTED PARTIES
7. Provide contact details for:
(a) any known, or reasonably ascertainable, persons, additional to the parties to the acquisition identified in the notification, who are likely to be impacted by, or may have an interest in commenting on, the public benefits and detriments that would be likely to result from the acquisition; and
(b) for any class of persons mentioned in paragraph (a)—if possible, a representative body for that class of persons.
Contact details must include, to the extent possible, a specific contact person and full contact details including direct email address (for example, john.smith@xyz.com, not info@xyz.com) and direct telephone number (not a general contact number).
ADDITIONAL INFORMATION AND DOCUMENTS REQUIRED
8. Provide any other information or documents that you consider to be relevant to, or may assist, the Commission’s consideration of the public benefit application.
9. Provide final or most recent versions of:
(a) all transaction documents, such as the sale and purchase agreement, heads of agreement, offer documents, and any other agreements between the parties related to the acquisition, including any supply or other ancillary agreements that are conditional on the acquisition, not previously provided to the Commission; and
(b) any such transaction documents previously provided to the Commission that have subsequently been updated.
DECLARATION
10. An authorised person of the notifying party of the acquisition must complete the following declaration. If there is more than one notifying party, a separate declaration must be completed for each notifying party.
I declare that, to the best of my knowledge and belief, the information given in response to questions in this form is true, correct and complete, that all estimates are identified as such and are the best estimates based on the underlying facts, that all opinions expressed are genuinely held and that complete copies of documents required by this form have been supplied. I am aware that giving false or misleading information to the Commission is a serious offence and criminal penalties apply.
……………………………… Signature of authorised person Name: Position: