Flying Under The Radar? Ireland’s Revised Merger Thresholds And The CCPC’s Call-in Power

Introduction 

This article provides an overview of the key recent changes to the merger notification regime in Ireland, focusing on the new notification thresholds effective from 1 July 2026, the increased relevance of the CCPC’s call-in powers, and pending changes to the media merger regime. 

Current Notification Thresholds

Under section 18(1)(a) of the Competition Act 2002 (as amended) (the “2002 Act”), a mandatory merger notification to the CCPC is triggered if, in the most recent financial year, both the following financial thresholds are met: 

1. Aggregate Turnover: Combined turnover in the State of all the undertakings involved is not less than €60,000,000; and
2. Individual Turnover: The turnover in the State of each of two or more of the undertakings involved is not less than €10,000,000.

These thresholds were last amended on 1 January 2019 by the Competition Act 2002 (Section 27) Order 2018 (S.I. No. 388/2018). That ministerial order increased the notification metrics to their current levels from a previous aggregate threshold of €50,000,000 and an individual threshold of €3,000,000.

Following a CCPC request to offset inflation, the Department of Enterprise, Trade and Employment launched a public consultation on proposed threshold increases that concluded on 1 May 2026. The Department has indicated that it will release a report on the consultation, including all submissions, in the coming weeks, and that the submissions received during the process favoured raising the thresholds from their current levels.

Three principal factors drove the review. First, cumulative inflation of approximately 20.5% between 2019 and 2024 has meant that businesses are increasingly crossing the existing thresholds as a result of price growth in the economy rather than any material change in their market position. Second, Ireland’s aggregate notification threshold sat below the average of comparable European jurisdictions, where mean aggregate and individual thresholds are approximately €88,000,000 and €15,000,000 respectively. Third, while the volume of annual merger notifications has nearly doubled from 47 in 2019 to 90 in 2025, 85% of those notifications made between 2023 and 2025 were cleared by the CCPC without any significant competition issues being identified, indicating that the existing thresholds had become over-inclusive.

Exercising the statutory power to amend these limits once per year, the Minister for Enterprise, Trade and Employment signed a new Ministerial Order on 10 June 2026, raising the thresholds as follows. The new Order comes into force on 1 July 2026:

1. Aggregate Turnover: the aggregate turnover threshold is raised from €60,000,000 to €100,000,000; and
2. Individual Turnover: the individual turnover threshold is raised from €10,000,000 to €15,000,000.

The new thresholds take effect on 1 July 2026 and relate to the turnover of the undertakings concerned in the most recent financial year. In its press release of 10 June 2026, the CCPC confirmed the impact of the threshold change for transactions being contemplated. Transactions where combined turnover falls below €60,000,000 with individual turnover below €10,000,000, or where combined turnover exceeds €100,000,000 with individual turnover exceeding €15,000,000, are unaffected, the former remain non-notifiable and the latter remain notifiable after 1 July 2026. For transactions falling within the intermediate band, combined turnover between €60,000,000 and €100,000,000, with at least two undertakings having individual turnover between €10,000,000 and €15,000,000, merging parties may choose to notify before 1 July 2026 or elect not to notify after that date. Critically, however, such transactions cannot be implemented prior to 1 July 2026 without first obtaining CCPC clearance. Mergers already notified to the CCPC will not be affected by the threshold change.

The Minister and the CCPC view these higher thresholds as a vital mechanism to reduce regulatory burdens and transaction costs for businesses engaged in transactions that do not threaten market competition. By exempting lower-value transactions from mandatory notification, the CCPC can better focus its review resources on higher-value mergers that present a genuine risk of market distortion.

The practical impact for businesses is significant. The CCPC has estimated that the new thresholds would have removed the notification obligation in respect of 46% of notifications received in 2024. Taking into account the €8,000 notification fee per transaction and the associated legal costs of engaging with the merger review process, the cost saving to businesses is estimated at approximately €1.8 million per year.

Potential increased relevance of call-in powers

The Competition (Amendment) Act 2022 (the “2022 Act”), which commenced in September 2023, granted the CCPC the discretionary power to “call in” below-threshold transactions if they may affect competition in Ireland. This domestic power serves as a critical regulatory safeguard following the 2026 threshold increase. It ensures that an enforcement gap is not created and that smaller, potentially problematic transactions remain subject to thorough competitive oversight.

On 20 March 2026, the CCPC exercised its call-in power for the first time, calling in Uniphar plc’s proposed acquisition of TouchStore Limited.

Uniphar is a significant participant in the Irish healthcare sector, operating as one of only two full-line pharmaceutical wholesalers, and having previously acquired Allcare, Hickey’s, and McCauley. TouchStore is a Limerick-based firm providing critical dispensing and retail management software to pharmacies nationwide. While the deal fell below standard financial thresholds, the CCPC intervened following an initial phase of information requests, market research, and third-party engagement. The CCPC is investigating whether Uniphar’s ownership of this software could restrict market competition, give rise to vertical foreclosure, or compromise competitive neutrality across Ireland’s wholesale, retail, and pharmacy technology sectors. Following the call-in, the transaction was formally notified to the CCPC on 28 April 2026. To preserve competitive conditions during the ongoing merger review, the CCPC, with the cooperation of Uniphar, has implemented strict interim measures requiring Uniphar to ring-fence TouchStore and operate it as an entirely separate, arm’s-length business, such that the transaction can be fully unwound if anti-competitive harm is identified.

The Uniphar / TouchStore call-in sits alongside a broader pattern of CCPC scrutiny of the retail pharmacy sector. On 11 June 2026, the CCPC launched a market study into the retail pharmacy market, focused on price transparency, consumer switching, and competition dynamics. Stakeholders have been invited to submit views by 9 July 2026. Taken together, the call-in and the market study reflect the CCPC’s heightened focus on competitive conditions across Ireland’s pharmacy supply chain.

This domestic call-in power has become structurally vital following the Court of Justice of the European Union’s (CJEU) Illumina / Grail ruling in September 2024, which heavily restricted the EU’s “one-stop-shop” referral framework. The CJEU established that the European Commission cannot accept article 22 EUMR referrals from a National Competition Authority (“NCA”) if that NCA lacks domestic jurisdiction over the merger case. Crucially, article 22 does not fail simply because a merger falls below standard thresholds; rather, it cannot apply where the referring NCA has no legal jurisdiction to review it.

By definition, a merger that is called-in is a below-threshold transaction. However, by executing its domestic call-in power, the CCPC officially asserts domestic jurisdiction over that specific case. Consequently, sub-threshold transactions with an Irish nexus are protected from direct European Commission intervention unless the CCPC first invokes its domestic call-in powers, thereby establishing the mandatory jurisdictional foundation required to trigger a valid article 22 referral. 

Separately, on 30 April 2026 the European Commission published draft guidelines on the assessment of horizontal and non-horizontal mergers, launching a public consultation that closes on 26 June 2026. This is the first comprehensive review of the EU merger assessment framework in over twenty years, updating guidelines that have remained substantially unchanged since 2004 and 2008 respectively. The draft guidelines address, amongst other things, the assessment of mergers in digital and innovative markets, sustainability considerations, and the treatment of transactions involving nascent or potential competitors. Parties to transactions with an EU dimension should keep this review under close consideration, as the final guidelines, expected later in 2026, will shape how the Commission evaluates market power and competitive effects in future merger reviews.

Pending changes to the Media Merger regime

Under Part 3A of the 2002 Act, media mergers are not subject to the standard financial thresholds and instead require a mandatory, two-stage regulatory clearance process comprising a competition review by the CCPC and a separate ‘media plurality’ assessment by the Minister for Media. However, the legislative framework governing media mergers is undergoing substantial reform pursuant to the Media Regulation Bill 2026 (the “2026 Bill”), which transposes the European Media Freedom Act (the “EMFA”) into Irish law. The 2026 Bill introduces several significant changes: it transfers pluralism oversight from the Minister to the independent regulator, Coimisiún na Meán (the “CnaM”), and expands the definition of a ‘media business’ to encompass digital and social media platforms generating annual Irish revenues of not less than €2,000,000. Additionally, the 2026 Bill narrows the scope of the regime to exclude transactions in which only the purchaser has an Irish presence, and grants CnaM a 60-day call-in power to review non-notifiable transactions affecting pluralism. The 2026 Bill further aligns procedural rules with those of the CCPC, including the power to penalise gun-jumping.

For further background on the 2026 Bill, see our earlier insight here. 

Summary

The merger notification regime in Ireland has undergone significant reform in recent years. Following the signing of a Ministerial Order on 10 June 2026, the aggregate turnover threshold will increase from €60,000,000 to €100,000,000 and the individual turnover threshold from €10,000,000 to €15,000,000 with effect from 1 July 2026, thereby reducing the regulatory burden on businesses engaged in transactions that do not raise competition concerns. The introduction of the CCPC’s discretionary call-in power under the 2022 Act, as exercised for the first time in the Uniphar / TouchStore matter, ensures that competitively significant below-threshold transactions remain subject to regulatory oversight. 

The 2026 Bill will further reshape the regulatory landscape for media mergers by transferring pluralism oversight to CnaM and expanding the scope of the regime to encompass digital and social media platforms. At the EU level, the Illumina / Grail ruling has curtailed the Commission’s ability to review sub-threshold transactions via Article 22 referrals, thereby reinforcing the importance of domestic call-in mechanisms. Parties to transactions with an Irish nexus should ensure early engagement with the CCPC and careful assessment of their notification obligations in light of these developments.

The CCPC has indicated that it will imminently publish practical guidance for the industry setting out how this transition will affect mergers that have recently been notified or that are due to be notified around the 1 July 2026 effective date.

Further Information

For further information on any of the topics discussed in this article, please contact a member of RDJ’s Corporate and Commercial team. We would be happy to discuss these developments and their implications for your business in more detail.

Key Takeaways

1. On 10 June 2026, the Minister for Enterprise, Trade and Employment signed a Ministerial Order raising the aggregate turnover threshold from €60,000,000 to €100,000,000 and the individual turnover threshold from €10,000,000 to €15,000,000, with effect from 1 July 2026, thereby reducing the overall volume of mandatory merger notifications to the CCPC.
2. The CCPC’s sub-threshold call-in power, used first in Uniphar / TouchStore, serves as a vital safeguard for competitively sensitive smaller deals.
3. Following Illumina/Grail, the CCPC must call in a deal domestically before triggering an article 22 EUMR referral.
4. The 2026 Bill will transfer media pluralism oversight to Coimisiún na Meán (CnaM) and expand the regime to digital and social media platforms.

 Jessica Brown, Intern