Slovenian Merger Control
Slovenian Prevention of Restriction of Competition Act (“Competition Act”) cover mergers, acquisitions and full-function joint ventures, stipulating that a concentration occurs when (a) two or more previously independent undertakings merge; (b) one or more persons/undertakings acquire direct or indirect control of the whole or parts of one or more other undertakings; or (c) two or more undertakings create a joint venture; and must be notified to the Slovenian Competition Protection Agency (“Agency”) within 30 days, if the merger control thresholds from the Competition Act are met.
A concentration is caught by the merger control regime in the following situations:
(a) the combined aggregate annual turnover of all the undertakings concerned (including undertakings belonging to the same group) exceeds EUR 35 million on the Slovenian market in the last business year, and:
(b) the annual turnover of the target company (including undertakings belonging to the same group) exceeds EUR 1 million on the Slovenian market in the last business year.
In the event of creation of a joint venture performing, on a lasting basis, all of the functions of an autonomous economic entity, and:
(a) when the combined aggregate annual turnover of all the undertakings concerned (including undertakings belonging to the same group) exceeds EUR 35 million on the Slovenian market in the last business year, and:
(b) when the annual turnover of at least two participating undertakings (including undertakings belonging to the same group) exceeds EUR 1 million on the Slovenian market in the last business year.
Standstill obligation applies and the transaction may not be implemented until it has been declared compatible by a decision of the Agency (and other competent competition authorities).
The Agency has 25 working days from the filing of the merger notification to issue its decision, however, the deadline period only starts once the notification has been deemed complete. Given the exhaustive nature of the Merger Notification Form, requests by the Agency for supplementation of the notification are not uncommon and can, in practice, significantly impact the transaction timetable.
The Slovenian merger control regime also provides for an obligation of the undertakings concerned to inform the Agency of the concentration (but not to submit a formal notification) if the market share of the undertakings concerned exceeds 60% in the Republic of Slovenia, even when the transaction does not meet the aforementioned turnover thresholds. Such information note triggers the 25-working-day deadline of the Agency to decide, whether it will request a full formal notification of the transaction or not.