On 20 March 2026, the Competition and Consumer Protection Commission (“CCPC”) called in for its merger review the acquisition of TouchStore Limited (“TouchStore”), a Limerick-based developer and provider of dispensing and retail software to the pharmacy sector, by the Irish healthcare services provider, Uniphar plc (“Uniphar”). The transaction fell below the turnover thresholds for a mandatory merger control notification to the CCPC, however, the CCPC can require the mandatory notification of below-threshold transactions that may, in its opinion, “have an effect on competition in markets for goods or services in the State”.
This marks the CCPC’s first use of its ‘call-in’ power since it was introduced in 2022. Notwithstanding this is the first transaction to be formally called in, it is not surprising. The CCPC has been actively monitoring the market for transactions, including issuing informal and formal correspondence in relation to identified transactions in the context of potentially exercising its call-in power.
Background
Uniphar announced its proposed acquisition of TouchStore Limited in mid-January 2026. We understand the CCPC gathered information concerning the transaction via information requests, market research, and engagement with third parties. The CCPC has a track record with Uniphar, having reviewed a number of notifiable transactions by Uniphar previously (including ‘blocking’ its proposed acquisition of Navicorp in 2022).
Following this, the CCPC decided to call in the transaction to examine its potential effect on competition, specifically whether Uniphar acquiring ownership of TouchStore’s software “would raise competition concerns in the wholesale pharmaceutical supply, pharmacy software and/or retail pharmacy sectors in Ireland.”
The CCPC requires that the transaction be notified to it by 17 April 2026 for a full merger control review.
Spotlight on the CCPC’s merger control call-in power
This transaction highlights the relevance of the CCPC’s call-in power for merger control. Key features of this call-in power that dealmakers should be aware of include:
Timeline for the CCPC to exercise its call-in power
The CCPC must exercise this power within 60 working days after the earliest of: (i) the date a public bid is announced or made but not yet accepted; (ii) the date the CCPC becomes aware of signing of the transaction; or (iii) the date of closing of a transaction. When mandating a notification under this provision, the CCPC must specify a deadline for the notification to be made. The transaction parties may request an extension of this deadline.
Where the transaction has not yet completed and the CCPC has exercised its call-in power and mandated a notification, the transaction will be subject to a ‘stand-still’ obligation under Section 19 of the Competition Act 2002, requiring that the transaction not be completed until the transaction has been notified and clearance to complete given (or deemed to have been given). In cases of breaches of this ‘stand-still’ obligation, parties may be liable to fines of up to €250,000.
CCPC powers to impose interim measures
In addition to its call-in power, the CCPC has the power to impose interim measures where it considers it appropriate to do so “due to the risk that the merger or acquisition may have an effect on competition in any markets for goods or services in the State”. These may include measures to refrain from implementing or further implementing a transaction or measures to mitigate the effects of any steps already taken to implement the transaction (eg, obligations as to the carrying on of any activities or safeguarding of any assets – also known as ‘hold-separate’ orders). It remains to be seen whether the CCPC will do so in this transaction.
The CCPC must specify the period for which the measures shall remain in force and may also vary or revoke the measures at any time. Failure to comply with interim measures is an offence which may be subject to fines of up to €250,000, and continued contravention can give rise to additional fines.
What does this mean for dealmakers?
This exercise of the CCPC’s new call-in power demonstrates that the CCPC is actively monitoring market activity and is willing to exercise its new powers where it considers there may be a potential effect on competition in the State. Dealmakers will therefore need to consider the potential implications of a CCPC call-in for Irish M&A transactions, or international M&A transactions with an Irish nexus, where the transaction falls below the mandatory Irish notification thresholds.
As part of this, parties need to assess whether a transaction falling below the mandatory notification thresholds could give rise to potential competition issues that would result in the CCPC making inquiries and ultimately ‘calling in’ the transaction for review. This will require parties to carry out a competition analysis in relation to the extent to which their activities overlap, the presence and size of other competitors and the presence of other factors in the usual way. Such analysis should be carefully calibrated to give due weight to the competing risks and other considerations which ought to be taken into account (for example, whether there is a need for a condition precedent in the transaction documents related to the ‘call-in’ risk).