Bulgaria

Authority / Source

  • Commission for the Protection of Competition (the “CPC”)
  • The Protection of Competition Act 2008

Mandatory / Voluntary

Mandatory

When to notify?

Prior to implementation of the concentration

Threshold(s)

Where in the previous year:

The combined group annual domestic (Bulgarian) turnover of the parties exceeds BGN 25 m (approx. EUR 12.8 m); and
The group annual turnover in Bulgaria of either the target or each of at least two of the parties exceeds BGN 3 m (approx. EUR 1.53 m).

Obligation on whom

  • The parties acquiring joint control or merging.
  • The acquirer of sole control.

Consequences of failure to notify

  • Fine of up to 10% of the infringer’s Bulgarian aggregate annual turnover.
  • Review of the transaction on the merits and decision, i.e. unconditional or conditional clearance or prohibition of the concentration.
  • If the CPC finds that the concentration should be prohibited, it may also impose appropriate measures to restore the situation on the market existing prior to implementation.
  • If the imposed measures under the PCA are not complied with, the CPC may impose fines of up to 5% of the infringer’s average daily Bulgarian turnover per each day of failure to comply with the measures.
  • Fine in the range from BGN 500 to BGN 50,000 (approx. EUR 255 to EUR 25,600) imposed on individuals who aided the infringement.
  • Compensation of third parties’ damages from the concentration.

Consequences of implementing a transaction despite obligation to suspend until clearance

  • Fine of up to 10% of the infringer’s Bulgarian aggregate annual turnover.
  • If the CPC finds that the concentration should be prohibited, it may impose appropriate measures to restore the situation in the market existing prior to implementation.
  • If the imposed measures are not complied with, the CPC may impose fines of up to 5% of the infringer’s average daily Bulgarian turnover.
  • Fine in the range from BGN 500 to BGN 50,000 (approx. EUR 255 to EUR 25,600) imposed on individuals who aided the infringement.
  • Compensation of third parties’ damages from the concentration.

Consequences of implementing transaction despite prohibition decision

  • Fine of up to 10% of the infringer’s Bulgarian aggregate annual turnover.
  • The CPC may impose appropriate measures to restore the situation in the market existing prior to implementation.
  • If the imposed measures are not complied with, the CPC may impose fines of up to 5% of the infringer’s average daily Bulgarian turnover per each day of failure to comply with the measures.
  • Fine in the range from BGN 500 to BGN 50,000 (approx. EUR 255 to EUR 25,600) imposed on individuals who aided the infringement.
  • Compensation of third parties’ damages from the concentration.

Stages

Phase I – three days + 25 business days

Time: three days + 25 business days, with a possibility of extension. CPC shall decide whether (i) the concentration falls outside the scope of the Competition Act; or (ii) to authorise the concentration (conditionally or unconditionally); or (iii) to start the second stage of the proceedings.
Phase II – four months

Time: four months, with a possibility of extension. CPC shall authorise or prohibit the concentration.

However, in practice these time periods are not strictly observed by the CPC and delays are possible.

Foreign-to-foreign mergers caught?

Caught if the turnover thresholds are exceeded even if this is attributable to activities other than those concerned by the concentration. No effect test applies for the purposes of assessing reportability.

Treatment of JVs

JVs which perform on a lasting basis all the functions of a full-function economic entity are caught by the Bulgarian merger control regime.

Up to date as of 1 September 2014
Euro exchange rate as of 2 January 2014

Contact points

This manual is intended only to provide an overview of the merger control rules and regulatory requirements in the EU, the EEA and the European countries listed. The information and views expressed in this manual are not necessarily comprehensive and do not purport to give professional advice. If you would like further information, please contact the following:

Pavlov and Partners Law Firm in cooperation with CMS Reich-Rohrwig Hainz

4, Knyaz Alexander I Battenberg Str., Floor 2
1000 Sofia
Bulgaria
T +359 2 447 1350
F +359 2 447 1390