A) NOTIFICATION OF THE CONCENTRATION TO THE PUBLIC AGENCY OF THE REPUBLIC OF SLOVENIA FOR THE PROTECTION OF COMPETITION
Time limit for notification of a concentration
The concentration must be notified to the Agency before its implementation, but no later than 30 days from the conclusion of the contract, the publication of the public offer or the acquisition of control. The deadline starts when the first of these events occurs.
In the event that the Agency invites undertakings to notify a concentration which does not meet the annual turnover thresholds but which, together with the other undertakings in the group, have a market share of more than 60 % on the market of the Republic of Slovenia, the concentration must be notified to the Agency no later than 30 days from the date of notification of the notice to the undertaking which must notify the concentration.
Where, following a request pursuant to Article 4 of Regulation 139/2004/EC, the European Commission decides not to assess the concentration, the concentration shall be notified to the Agency no later than 30 days from the date on which the notifying undertaking was informed of the decision of the European Commission.
Where the European Commission informs undertakings of a decision pursuant to Article 9 of Regulation 139/2004/EC that a concentration will be assessed by the Agency, the concentration must be notified to the Agency no later than 30 days from the date of notification of this decision to the undertaking which must notify the concentration (Article 67(5) ZPOmK 2).
Who should notify the concentration?
A concentration must be notified by a person or undertaking which acquires control over all or parts of one or more undertakings.
A concentration resulting from a merger or acquisition of joint control must be notified jointly by the merging undertakings or undertakings which acquire control jointly.
How is the concentration notified?
Persons or companies notify the concentration to the Agency on a special form, the content of which was prescribed by the Government with the Decree on the content of the form for the notification of concentration of undertakings (Official Gazette of the Republic of Slovenia Nos 36/09, 3/14 and 130/22 — ZPOmK-2), regardless of whether the Agency will assess the concentration under the regular or simplified procedure.
The notification shall be submitted by post or in person during the office hours of the Agency.
Is it necessary to pay an administrative fee at the time of notification of the concentration?
In accordance with the provisions of the Administrative Fees Act (Official Gazette of the Republic of Slovenia No 106/10 — official consolidated text, 14/15 — ZUUJFO, 84/15 — ZZelP-J, 32/16, 30/18 — ZKZaš and 189/20 — ZFRO; ZUT) an administrative fee (heading 48 from the ZUT) of EUR 2 000.00 per invoice number is payable to the Agency for notification of the concentration: 01100-1000350460, reference: 11 16608-7111231.
Who are the parties to the proceedings and is the notification published on the Agency’s website?
In the procedure for the assessment of a concentration, the position of the party to the procedure is the notifying party to the concentration or the persons obliged to notify the concentration to the Agency (in the event of the initiation of the procedure for an ex officio assessment of the concentration). A person who demonstrates a legitimate interest or wishes to enter the proceedings as a party in order to protect his or her legal interests must submit a request to participate in the proceedings within 30 days of the date of publication of the information on the opening of the proceedings on the Agency’s website.
In order to ensure the possibility for interested persons to enter the procedure, the Agency should publish the information on the notification on its website with an indication in the concentration of the undertakings concerned, the date of notification, the case number and the economic sector where the undertakings concerned are active.
B) NOTIFICATION OF THE CONCENTRATION TO THE EUROPEAN COMMISSION
In EU Member States, the conformity of a concentration with competition law rules may be decided either by a national competition authority or by the EU Commission, subject to compliance with the economic criteria laid down in Council Regulation (EC) No 139/2004 of 20.1. 2004 on the control of concentrations between undertakings (OJ L 024 of 29.1.2004; hereinafter referred to as: EC Merger Regulation).
Pursuant to Article 1(2) of the EC Merger Regulation, a concentration of undertakings has an EU dimension where:
a) the total worldwide turnover of all the undertakings concerned is more than EUR 5000 million, and at the same time
b) the total turnover on the EU market of each of at least two undertakings concerned exceeds EUR 250 million, unless each of the undertakings concerned accounts for more than two thirds of its total turnover on the EU market in one and the same Member State.
Under Article 1(3) of the EC Merger Regulation, a concentration that does not meet the thresholds set out in Article 1(2) of the EC Merger Regulation has an EU dimension if:
a) the total worldwide turnover of all the undertakings concerned is more than EUR 2500 million,
b) the total turnover of all participating undertakings in each of at least three Member States is more than EUR 100 million,
c) each of at least two participating undertakings has a total turnover of more than EUR 25 million in each of at least three Member States for the purpose of paragraph (b); and
d) the total turnover on the EU market of each of at least two undertakings concerned exceeds EUR 100 million, unless each of the undertakings concerned accounts for more than two thirds of its total turnover on the EU market in one and the same Member State.