A concentration has to be notified if the following thresholds from Article 41 of Competition Act are met:
•the total annual turnover of the undertakings involved in a concentration, together with other undertakings in the group, on the Slovenian market in the preceding business year exceeds €35 million;
•the annual turnover of the acquired undertaking, together with other undertakings in the group, on the Slovenian market in the preceding business year exceeds €1 million; or
•in the case of joint venture, the annual turnover of at least two undertakings concerned in a concentration, together with other undertakings in the group, in the preceding business year exceeds €1 million.
Article 41(3) prescribes the alternative threshold for notification in the case that the market share, on the Slovenian market, of the undertakings involved in a concentration, together with the other undertakings in the group, exceeds 60 per cent. If this threshold is met, the undertakings concerned must inform the CPA of the concentration before its implementation. The CPA has 15 days to decide if it is going to request that the undertakings notify the concentration.
A merger notification has to be submitted to the CPA no later than 30 days after the conclusion of the agreement, the announcement of a public bid or the acquisition of a controlling interest (whichever of these triggering events occurs first). If the CPA requests the parties to notify the concentration because their combined market share in Slovenia exceeds 60 per cent, the merger notification must be submitted no later than 30 days from receipt of such request.
In the case of a failure to notify the concentration within the filing deadline, the CPA may impose fines in the amount of up to 10 per cent of the annual turnover generated by the undertakings involved in the concentration (including other undertakings belonging to the same group) in the preceding business year. In addition, a fine between €5,000 and €10,000 may be imposed on the responsible persons of such undertakings and (if applicable) a fine between €3,000 and €5,000 on a natural person already controlling at least one undertaking.
RESPONSIBILITY FOR NOTIFICATION
Concentrations that consist of a merger or acquisition of joint control have to be notified jointly by the undertakings involved in the merger, or by those acquiring joint control. In all other cases, the undertaking acquiring control is responsible for the filing.
The filing fee is determined by the Administrative Fees Act. At present, it amounts to €2,000.