Page:Competition Act 2004.pdf/36

36 (5) The creation of a joint venture to perform, on an indefinite basis, all the functions of an autonomous economic entity shall constitute a merger falling within subsection (2)(b).

(6) In determining whether influence of the kind referred to in subsection (3) is capable of being exercised, regard shall be had to all the circumstances of the matter and not solely to the legal effect of any instrument, deed, transfer, assignment or other act done or made.

(7) For the purposes of this Part, a merger shall not be deemed to occur if—
 * (a) the person acquiring control is a receiver or liquidator acting as such or is an underwriter acting as such;
 * (b) all of the undertakings involved in the merger are, directly or indirectly, under the control of the same undertaking;
 * (c) control is acquired solely as a result of a testamentary disposition, intestacy or the right of survivorship under a joint tenancy; or
 * (d) control is acquired by an undertaking referred to in subsection (8) in the circumstances specified in subsection (9).

(8) The undertaking referred to in subsection (7)(d) is an undertaking the normal activities of which include the carrying out of transactions and dealings in securities for its own account or for the account of others.

(9) The circumstances referred to in subsection (7)(d) are that—
 * (a) the control concerned is constituted by the undertaking’s holding, on a temporary basis, securities acquired in another undertaking; and
 * (b) any exercise by the undertaking of voting rights in respect of those securities, whilst that control subsists—
 * (i) is for the purpose of arranging for the disposal, within the specified period, of all or part of the other undertaking or its assets or securities; and
 * (ii) is not for the purpose of determining the manner in which any activity of the other undertaking, being an activity that could affect competition in markets for goods or services in Singapore, are carried on.