Slovenia

Authority / Source

  • Slovenian Competition Protection Agency (the Agency)
  • The Prevention of the Restriction of Competition Act (Official Gazette No. 36 / 2008, 40 / 2009, 26 / 2011, 57 / 2012, 39 / 2013 (decision of the Constitutional Court), 63 / 2013, 33 / 14 ZPOMK-1)

Mandatory / Voluntary

Mandatory

When to notify?

Prior to implementation, although no later than 30 days after conclusion of the agreement, announcement of the public bid or acquisition of control.

Threshold(s)

Notification required if:

  • the aggregate annual turnover in the Slovenian market of all the undertakings concerned, together with other members of their group, exceeded EUR 35 m in the preceding business year; and
  • the annual turnover of the target in the Slovenian market, together with other members of its group, exceeded EUR 1 m in the preceding business year or the annual turnover of each of at least two of the concerned undertakings in the joint venture in the Slovenian market, together with other members of their group, exceeded EUR 1 m in the preceding business year.

Obligation on whom

Merger or acquisition of joint control: jointly.

All other cases: the person or undertaking acquiring control.

Consequences of failure to notify

  • A fine of up to 10% of the annual worldwide turnover of all the undertakings concerned, including other members of their group, in the preceding business year;
  • the responsible individual will be fined between EUR 5,000 and 10,000;
  • prohibition on exercising voting, managing, property and other rights and obligations resulting from the concentration.

Consequences of implementing a transaction despite obligation to suspend until clearance

  • A fine of up to 10% of the annual worldwide turnover of all the undertakings concerned, including other members of their group, in the preceding business year;
  • the responsible individual will be fined between EUR 5,000 and 10,000;
  • actions performed contrary to the prohibition of exercising rights and obligations resulting from the concentration until the Agency renders a clearance decision are null and void.

Consequences of implementing transaction despite prohibition decision

  • A fine of up to 10% of the annual turnover of all the undertakings concerned, including other members of their group, in the preceding business year;
  • the responsible individual will be fined between EUR 5,000 and 10,000;
  • dissolution of the concentration, so as to restore the situation prevailing prior to implementation of the concentration.

In severe circumstances (major damage and / or received illegal means etc.) in the above mentioned cases the responsible individual can be fined between EUR 15,000 and 30,000 and a natural person controlling at least one of the undertakings can be fined between EUR 5,000 and 15,000.

Stages

First Stage – 25 working days

Decision on whether an examination is required must be issued within 25 working days after receiving full notification.

Second Stage – 60 working days 

Substantive review must be completed within 60 working days of the date on which the proceedings are initiated.

Foreign-to-foreign mergers caught?

Caught if they affect competition on the Slovenian market by meeting thresholds outlined above.

Treatment of JVs

Caught if the JV acts as an autonomous economic entity on a lasting basis.

Up to date as of 1 September 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:

CMS Reich-Rohrwig Hainz

Bleiweisova 30
1000 Ljubljana
Slovenia
T +386 1 620 52 10
F +386 1 620 52 11