Pursuant to Exempt Resolution No. 157 of 2019 of the National Economic Prosecutor’s Office (“FNE”), the current thresholds for mandatory notification of concentration transactions in Chile, as set forth in letters a) and b) of Article 48 of Decree Law No. 211, which establishes Rules for the Defense of Free Competition (“DL 211”), are as follows:
- UF 2,500,000 for the “joint threshold”, that is, the sum of the sales in Chile of the economic agents that plan to concentrate, during the fiscal year prior to that in which the notification is verified.
- UF 450,000 for the “individual threshold”, that is, the sales in Chile, separately, of at least two of the economic agents that plan to concentrate, during the fiscal year prior to that in which the notification is verified.
According to the same resolution, the value of the UF to convert sales in pesos of the previous year will correspond to the value of the UF as of December 31 of the respective period.
In accordance with the above, for those concentration transactions whose notification is verified this year 2025, the thresholds are equivalent to the following amounts:
- Joint threshold = CLP 96,041,725,000 (USD 101,784,401)*.
- Individual threshold = CLP 17,287,510,500 (USD 18,321,192)*.
*Note: To convert values in Chilean pesos (CLP) to U.S. dollars (USD), the average observed dollar of the year 2024 has been used.
It should be noted that the economic agents whose sales must be included to determine whether or not these thresholds are met differ according to the type of concentration operation in question. Thus, according to article 48 of DL 211 and the FNE’s Thresholds Guide, a distinction must be made between the following hypotheses:
- In the case of a merger or joint venture (Article 47 letters a) and c) of DL 211), the sales in Chile of the merging or associated economic agents, as the case may be, and those of their respective business groups, must be considered.
- In the case of an acquisition of decisive influence over another economic agent (Article 47 letter b) of DL 211), the sales in Chile of the economic agent acquiring control or decisive influence, those of its entire business group and those of the acquired economic agent(s) must be considered.
- In the case of an acquisition of control over assets (Article 47 letter b) of DL 211), the sales in Chile of the acquiring economic agent(s), those of their respective business groups and the sales generated with the acquired assets must be considered.
As can be seen, in several of these situations, the sales generated by the respective corporate group in Chile must be considered as part of the relevant sales. It should be noted in this regard that the concept of “corporate group” to be used for these purposes is specifically that contemplated in Articles 96 and following of Law No. 18,045 on the Securities Market (LMV). In other words, in this respect, Chilean law applies, and not, on the other hand, the law of the countries in which the different companies that make up the group and generate sales in Chile are incorporated. Thus, for example, if a U.S. company is not part of a certain corporate group under U.S. law, but is under the LMV, its sales must be included in the calculation of thresholds to determine whether or not the concentration in question must be notified to the FNE.
