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Content last updated: 10-09-2019

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  • Merger Control Regime
  • Merger Screening
  • Merger Filing

1. Overall description of merger control regime

1.1 Supranationality

1.1.1 Is the jurisdiction a member of/party to a supranational jurisdiction?

Austria is a member state of the European Union, which is a supranational jurisdiction.

1.1.2 Is the jurisdiction itself a supranational jurisdiction?

No.

1.1.3 If the answer to Section 1.1.1 and/or 1.1.2 above is in the affirmative, what are the implications hereof?

The EU Merger Regulation is based on a "one-stop-shop" principle. This implies that if the thresholds under EU Merger Regulation are met, the transaction will only have to be notified to the European Commission.

Consequently, the national authorities of the Member States will as a general rule be precluded from applying their own merger control rules to the transaction.

However, the Austrian Cartel Act contains specific rules on media mergers, which require a filing to both the European Commission and the Austrian authorities if the relevant thresholds are triggered (though, in such cases, the Austrian authorities may assess only whether the notified transaction will impair media diversity, as permitted by article 21(4) of the EU Merger Regulation).

2. Nature of merger control regime

2.1 Mandatory or voluntary

2.1.1 Is filing mandatory or voluntary?

Filing is mandatory if the thresholds described in Section 2.3.1 under the Merger Screening Schedule are met (unless the European Commission has jurisdiction over the merger).

2.2 Suspensory effect

2.2.1 Must completion of the transaction await clearance by the relevant authorities?

Notifiable concentrations exceeding the thresholds cannot be implemented until cleared by the authorities.

A concentration is deemed to have been implemented when influence constituting the core of the concentration is exercised for the first time in a way that affects the competitive conditions in the market. For example, implementation is deemed to have occurred when the shares or voting rights of the target have been transferred.

1. What type of transactions are caught by the merger control regime?

1.1 Concentrations

1.1.1 Type of transactions that are caught by the merger control rules?

Any of the following transactions is caught by the merger rules:

- the acquisition of a company or a substantial part of it, by another undertaking, especially by way of merger or conversion,

- the acquisition of management contracts or the like by an undertaking with regard to the business of another undertaking, which leads to a lasting change in the market structure,

- the direct or indirect acquisition of shares in a company to reach an ownership interest of more than 25% or 50% (irrespective of whether the shareholding confers control),

- acts that bring about the identity of at least half of the members of the board or the supervisory boards of two or more companies,

- any (other) acquisition of a direct or indirect controlling influence over another undertaking,

- the creation of a joint venture performing on a lasting basis all the functions of an autonomous economic entity.

Intra-group transactions are not required to be filed, even if they would otherwise fall within one of the above categories.

1.2 Joint ventures

1.2.1 What types of joint ventures are caught by the merger control rules?

The creation of a full-function joint venture (which is defined consistent with EU control rules) could constitute a notifiable transaction. A joint venture is deemed to be full-function if it will perform, on an ongoing basis, all functions of an independent economic entity. That is, it must: possess sufficient resources; be established permanently; and not only fulfill auxiliary functions for or depend on business relations with its founders. It is also a precondition for a full-function joint venture that control over the joint venture is (legally or actually) jointly exercised by the parent undertakings.

The creation of a non-full-function joint venture could also, however, constitute a notifiable transaction under the rules governing share and asset deals. In such a case, the transaction would qualify as a concentration if each parent company of the joint venture acquired shares or voting rights of at least 25% or 50%, respectively, or control over a part of an undertaking previously solely owned or controlled by the other parent company (or of a newly established joint venture in which those assets have been transferred).

1.3 Definition of "control"

1.3.1 How are the concepts of "control" and "change of control" defined?

“Control” is not defined under Austrian law but generally follows the EU merger control rules.

Control is conferred by any acquisition of a direct or indirect controlling influence over another undertaking. The mere opportunity to exercise controlling influence over the activities of another undertaking is sufficient. Whether a controlling influence is actually exercised is irrelevant.

Sole control means that the acquirer is able to decide on its own over the strategic competitive behavior of the target undertaking. This can also be the case where there are veto rights concerning strategic decisions (“negative sole control”).

Joint control is gained if two or more undertakings together exert a controlling influence on what is commonly referred to as a joint venture. Each undertaking must have the opportunity to influence strategic decisions (e.g. budget, important investments, the business plan and the composition of the management) in the sense that such decisions cannot be made without it.

“Change of control” is gained if there is (i) an acquisition of sole control, (ii) an acquisition of joint control, (iii) a change from sole control to joint control (or vice versa), (iv) if the number of stakeholders holding joint control increases or (v) if the identity of the shareholders holding joint control changes.

1.4 Minority shareholdings

1.4.1 Are minority and other interests less than control caught by the merger control rules?

A transaction may also be caught by the merger control rules from the direct or indirect acquisition of 25% or more, or 50% or more (irrespective of whether control is acquired) of a company’s shares or voting rights by another undertaking.

In general, acquisitions of less than 25% of the shares in a company do not constitute a concentration. However, in order to prevent circumvention where such minority shareholding is combined with rights which are normally only given to shareholders holding at least 25%, there can be a notifiable concentration.

However, if an existing 25% shareholding already confers sole control, the later acquisition of further shares resulting in more than a 49% shareholding does not need to be notified.

2. Establishing jurisdiction for notification of mergers

2.1 Merging parties/undertakings concerned

2.1.1 Which undertakings are considered parties to the merger ("undertakings concerned") in the various types of transactions identified under Section 1.1.1 and 1.2.1.

The definition of an ”undertaking concerned” generally follows EU merger control rules.

In an acquisition of sole control, or a stake of 25% or 50% (see Section 1.1.1 above), the acquirer (including group companies as defined under Austrian law, thus including 15% shareholdings up- and downstream) and the target (including group companies as defined under Austrian law) are the undertakings concerned. Similarly, where a new shareholder changes the control for other remaining shareholders, both the new and remaining shareholders are the undertakings. In an acquisition of joint control, the entities acquiring control are the undertakings concerned, as is the target if it existed prior to the transaction.

Note: under Austrian law, the calculation of the turnover thresholds must account for all entities which are linked to the parties concerned with at least a share of 25% (irrespective of whether joint or sole control is associated with these shares or not).

Generally, the term “undertaking” is a very broad one. It is to be understood as any entity engaged in an economic activity irrespective of its legal form and means of funding. Even an insolvent and already-closed business can be an undertaking. A natural person (e.g. a shareholder) qualifies as an undertaking if it can exert decisive influence over a company’s economic planning.

2.2 Date for establishing jurisdiction

2.2.1 Which date is relevant for concluding whether the transaction is notifiable?

The closing date is the relevant date for conclusion of whether a transaction is notifiable.

2.3 General thresholds

2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?

If either of the two alternative sets of thresholds is met, the transaction must be notified to the competition authorities:

“Classic” threshold: A concentration is notifiable if the undertakings concerned achieved all of the following in the last financial year:

  • a combined aggregate worldwide turnover of more than EUR 300 million; and
  • a combined aggregate turnover in Austrian of more than EUR 30 million; and

at least two of the undertakings concerned had a worldwide turnover of more than EUR 5 million each.

A concentration is exempted from the notification obligation if the two following conditions are met:

  • only one of the undertakings concerned achieved a turnover of more than EUR 5 million in Austria; and
  • the combined aggregate worldwide turnover of the other undertakings concerned was not more than EUR 30 million.

A transaction that is otherwise reportable pursuant to the classic threshold need not be notified in the exceptional case where there is no appreciable actual or potential effect on the Austrian market (the so-called “effects doctrine”). This will generally be shown if the target is not active in, and the transaction is not likely to enhance, the acquirer’s market position in Austria (or a larger market that Austria is a part of). It is possible to contact the competition authorities pre-notification to get their guidance on whether the effects doctrine precludes a filing for a particular transaction. Otherwise, the parties to the transaction must decide for themselves—and assume the risk of not notifying a transaction that is later deemed by the authorities to have been reportable.

“Transaction value” threshold: In addition to the above ”classic” threshold, a concentration is also reportable where each of the following four conditions is satisfied:

  • the aggregate worldwide turnover exceeds EUR 300 million; and
  • the combined aggregate Austrian turnover exceeds EUR 15 million; and
  • the value of the consideration for the transaction (i.e. all assets and other monetary benefits the seller receives from the buyer) exceeds EUR 200 million; and
  • the target is active in Austria “to a significant extent”.

Under this threshold, the value of the consideration of a transaction is to be interpreted in a broad sense, such that it covers all assets and other monetary benefits seller receives from buyer, i.e. cash payments (i.e. the purchase price) as well as the transfer of voting rights, securities, tangible assets and intangible assets. 

2.3.2 For each threshold, can the threshold be triggered by only one party having local turnover?

Yes.

2.3.3 For each threshold, can the threshold be triggered without any party having local turnover?

Neither the “classic” nor the “transaction value” threshold can be triggered if no undertaking has Austrian turnover.

2.3.4 Are there any circumstances where transactions falling below these thresholds may be still investigated?

Transactions falling below the thresholds may not be investigated by the competition authorities.

2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)

2.4.1 Relevant thresholds for sector-specific or other ex ante merger control rules?

The turnover of media companies and media services is multiplied by 200 and the turnover of companies providing auxiliary services for media companies is multiplied by 20. 

However, these multipliers are not applied with regard to the two EUR 5 million thresholds.

2.4.2 Are any such schemes mandatory or voluntary?

Mandatory.

2.5 Foreign-to-foreign mergers

2.5.1 Do any exemptions, special thresholds etc. apply to foreign-to-foreign mergers, i.e. where none of the undertakings concerned is domiciled in the jurisdiction?

Generally, no. Please see Section 2.3.1 above regarding the effects doctrine, which might be more likely to apply in foreign-to-foreign mergers.

3. Calculation and allocation of turnover, asset value, transaction value etc.

3.1 Relevant turnover

3.1.1 How is turnover defined (e.g. is income from other sources than "ordinary activities to be included, and how are rebates, taxes, internal turnover etc. treated)?

The relevant turnover to be taken into account is the net turnover related to the sale of goods and/or services in the ordinary course of business exclusive of (i) rebates; (ii) value added tax and other taxes directly related to the turnover; and (iii) group internal sales.

3.1.2 Identification and link to any official rules, guidance etc. on how to calculate turnover?

Not available online.

3.2 Relevant period for calculation of turnover

3.2.1 Which financial year(s) is relevant for the calculation of turnover?

The turnover figures should be based on the latest audited financial year. However, in practice, the authorities do accept non-audited figures. 

3.2.2 Should adjustments be made for e.g. divestitures, acquisitions, closings and other changes of the economic reality of the undertaking concerned made after or during the relevant financial year?

Adjustments should be made to the turnover in order to account for divestitures/sales, acquisitions, and bankruptcies that occurred since the last reported financial year.

3.3 Relevant undertakings for the calculation of turnover

3.3.1 The "undertakings concerned", i.e. which parties?

See Section 2.1.1 above.

3.3.2 The undertakings whose turnover is taken into account?

See Section 2.1.1 above.

3.3.3 Shall the turnover of the existing seller be included in the target's group turnover?

The seller's turnover is not included in the target's group turnover, unless it retains 25% (or more) of the shares or the voting rights in the target as described in Section 2.1.1 above.

3.4 Geographical allocation of turnover

3.4.1 The principles for the geographical allocation of turnover?

Turnover is generally allocated based on the location of the customer.

3.5 Valuation and allocation of assets

3.5.1 The principles for valuation and allocation of assets?

Not applicable for the “classic” threshold.

The “transaction value” threshold encompasses all assets and other monetary benefits that the seller receives from the buyer in connection with the transaction. As in commercial law, the term “asset” is to be interpreted in a broad sense. It covers all cash payments and the transfer of voting rights, securities, tangible assets and intangible assets. Additionally, the liabilities of the target must be included in the calculation. The valuation does not have to follow a strict accounting method, but it must be transparent and verifiable.

3.6 Calculation of other thresholds

3.6.1 The principles for calculation of metrics for other thresholds (e.g. transaction value, market share, share of supply etc.)?

See Section 3.5.1 above.

3.7 Special rules

3.7.1 Do any special rules or principles apply to the calculation, allocation etc. of turnover, assets etc. for specific undertakings (e.g. State-owned undertakings, investment funds, credit and financial institutions, insurance companies, financial holding companies, others)?

In the banking sector, turnover refers to interest and similar income, income from shares and other equity interests, income from non-fixed income securities, commission revenues, net earnings from financial transactions and other operating revenues.

In the case of insurance companies, premium income has to be used to calculate turnover.  

3.7.2 Does any exemptions apply?

Not applicable.

1. Practical information

1.1 Responsibility for filing

1.1.1 The parties responsible for filing?

Acquirer and target are responsible for filing.  

In the acquisition of joint control or a merger creating a new entity, joint notification is permitted but not required.

1.2 Deadlines for filing

1.2.1 Are there any mandatory deadlines for filing, and, if so, how these are calculated?

There are no mandatory deadlines for filing.

However, a transaction meeting the relevant thresholds has to be notified to the authorities prior to its implementation.

1.2.2 Are there any sanctions for not filing within the deadlines?

Not applicable.

1.3 Early filing

1.3.1 Is it possible to file before the signing of merger agreement?

A concentration can be notified once the parties have a serious intention to implement the transaction within a foreseeable period and where it can be demonstrated that it is very probable that the transaction will take place. Pure projects are not notifiable. A binding agreement is therefore not mandatory, so that, for example, a Letter of Intent will be sufficient basis to notify a concentration if the conditions are met.

1.4 Filing fees

1.4.1 Are there any fees for filing, and, if so, please describe how such fees are calculated?

The filing fee for a Phase I investigation is EUR 3,500, regardless of the size of the transaction or the turnover of the parties to the concentration.

If the case is taken to the Austrian Cartel Court for Phase II, no additional filing fee applies, but the court may (after assessing the transaction) order substantial higher court fees of up to EUR 34,000.

1.4.2 When must the filing fee must be paid?

There is no deadline, but Phase I starts to run only once payment is received by the authorities (and on receipt of the notification).

1.5 Publicity

1.5.1 When and in which format will the authority publish receiving a notification?

Following filing, a short notice about the transaction containing the names of the parties, the type of concentration, a brief description of the transaction and the economic sector concerned is published online.

Any person or undertaking whose legal or economic interest is affected by a planned concentration may submit written observations to the competition authorities within 14 days of the notification being published. However, undertakings which have submitted observations do not become parties to the merger control procedure and have no rights to appeal if the concentration is cleared by the authorities.

1.5.2 How will the authority in general handle the case publicly, e.g. will it usually comment in the media, send out press releases etc.?

In addition to the limited information contained in the public notice described in Section 1.5.1 above, only in very exceptional circumstances will the authority comment on a Phase I proceeding.

The fact that a Phase II proceeding has been initiated will be published online by the competition authorities. In some cases, this publication consists of a single sentence naming the authority that lodged the request and the date of the request. In other cases, the publication consists of a press release setting out the competition problems identified in the course of the Phase I proceeding.

Following a Phase II proceeding, decisions by the Cartel Court (including the Court’s reasoning) to clear a concentration subject to conditions are published online. The competition authority will publish a summary (including the respective remedies).

1.5.3 Will third parties be able to review the notification?

A non-confidential version of the filing form can be provided as part of the notification. It is not common practice for the Austrian authorities to send this version to other market participants, but this has been done in some specific cases.

2. Procedure and timing

2.1 Normal and simplified procedures

2.1.1. Does the regime allow for a simplified (fast track) procedure, and, if so, what are the criteria for using the simplified procedure?

There is no simplified procedure under Austrian law, but phase I proceedings may be shortened by approximately one and a half weeks if both the competition authority and the Federal Cartel Prosecutor agree to waive their right to apply for an in-depth examination. However, the time period during which third parties are allowed to submit statements to the authorities can never be shortened.

Such waivers are at the discretion of the authorities, and the applicant has to substantiate a significant urgency to obtain a fast conclusion of the proceedings.

2.2 Procedural stages (cf. timetable below)

2.2.1 The various stages of (i) a simplified procedure and (ii) a normal procedure?

The review process is divided into three phases:

Phase I: Phase I takes four weeks. Within this period, the authorities can apply for an in-depth Phase II examination to the Cartel Court. The period starts to run with the receipt of the notification from the parties (and payment of the filing fee). In Phase I, third party undertakings that consider their legal or economic interests affected can submit written statements to the authorities to comment on the notified transaction within two weeks of publication of a short notice on the concentration on the competition authority’s website.

If the authorities waive their right to apply for Phase II proceedings or if they do not apply for such a proceeding within four weeks of receiving the notification (and filing fee), the concentration is deemed cleared and the merger can be implemented. The authorities inform the notifying parties that no application for Phase II was filed, and they post a short notice online.

The four-week deadline in Phase I can be extended by two additional weeks upon request by the notifying parties in particular if they intend to offer remedies.

Phase II: Phase II is initiated at the request of either (or both) the competition authority or the Federal Cartel Prosecutor. The opening of an in-depth examination is published on the competition authority’s website. In practice, the authorities also apply for Phase II proceedings if their concerns cannot be addressed within the time period of Phase I or if they believe the notification should be rejected altogether (e.g. for lack of a notifiable merger).

Relatively shortly after the opening of Phase II, a hearing is scheduled and the court will try to appoint an economic expert as soon as possible. The economic expert opinion is an important factor for the outcome of the proceedings.

The parties can offer remedies to the so-called “Official Parties” (i.e. the competition authority and the Federal Cartel Prosecutor) and the Cartel Court. There is no fixed deadline but if they are offered too late in the proceedings they might not be accepted. If the Official Parties agree with the remedies, they will often withdraw their request for a Phase II in return for a binding offer of remedies. This can have the effect of shortening the length of the Phase II proceeding.

However, if no remedies are offered, the Cartel Court can impose remedies on its own motion. 

In Phase II, third parties have the right to submit written statements to the Cartel Court.

Within five months after the receipt of the (first) application for an in-depth examination, the Cartel Court has to either decide on the merits or reject the notification. Upon request by the notifying parties, the deadline within which the Cartel Court has to decide can be extended by up to one month, for a total of up to six months. The Cartel Court can also issue an instruction to supplement the notification within an appropriate deadline.

If one of the competition authorities requests further examination by initiating a Phase II proceeding, the concentration may only be implemented once the Austrian Cartel Court has issued its decision (or, in the event the Cartel Court issues a conditional clearance decision, once all conditions have been complied with).

A decision by the Cartel Court can be appealed to the Austrian Cartel Court of Appeals. This hardly ever occurs in practice. The Cartel Court of Appeals has to render a decision within two months after receiving the appeal files.

2.2.2 Is pre-notification contact with the relevant authorities customary/obligatory/encouraged/etc.?

Pre-notification contact is always possible, but in general not customary. If it is unclear whether a notification is required, or if the concentration is complex or expected to result in high market shares, the undertakings are encouraged by the authorities to contact them in advance of the notification.

2.2.3 Are there any sanctions for not filing within the deadlines?

Not applicable.

2.3 Timetable (cf. timetable below)

2.3.1 The statutory timetable/deadlines for review of a notification?

See Section 2.2.1 above.

2.3.2 Can the statutory timetable/deadlines be suspended ("stop-the-clock"), and if so under which conditions?

The only mechanisms by which the statutory deadlines can be extended are by agreement with the notifying parties, as set out in Section 2.2.1 above.  

2.3.3 If pre-notification with the relevant authorities contact is possible/customary, how long will the duration of such contact usually be?

The length of time of pre-notification contact will vary depending on the complexity of the case. It can be from a week and up to several months.

3. Format and content of notification

3.1 Notification forms

3.1.1 Must the notifying parties use any mandatory notification forms, e.g. for simplified and normal procedures, and, if relevant, add a link to the relevant forms?

The competition authority has published a form which sets out the essential information to be provided. It is recommended but not required that the form be used. This form can be downloaded from the website of the competition authority: https://www.bwb.gv.at/.

The notification form asks for information such as a brief description of the notification, information about the undertakings concerned, market definition and data, reasons or justifications, and special information on joint ventures and media concentrations.

A shorter version of the form may be filed in cases where there are no affected markets.

The notification has to be filed in German.

3.2 Supporting documentation

3.2.1 List of the supporting documentation which must as a minimum be submitted along with the notification?

Cf. checklist below.

3.3 Originals, legalization and apostillation (cf. checklist below)

3.3.1 List of all documents which must be submitted in original/legalized versions and whether any documents must be apostilled?

Not applicable. 

3.3.2 If the merger regime has a mandatory filing deadline, must all the documents identified under Section 3.3.1 be submitted within this deadline?

Not applicable.

3.4 Language

3.4.1 Which languages may be used for drafting and filing a notification?

The notification must be submitted in German. Supporting exhibits may be English documents.

3.4.2 Does translations have to be certified/legalized and apostilled?

Not applicable.

Statutory timetable

Step Description Time
1

Pre-notification

Pre-notification contact is always possible, but in general not customary. If it is unclear whether a notification is required, or if the concentration is complex or expected to result in high market shares, the undertakings are encouraged by the authorities to contact them in advance of the notification.

The length of time of pre-notification contact will vary depending on the complexity of the case. It can be from a week and up to several months.

2

Phase I

Within this period, the authorities can apply for an in-depth Phase II examination to the Cartel Court. The period starts to run with the receipt of the notification from the parties (and payment of the filing fee). In Phase I, third party undertakings that consider their legal or economic interests affected can submit written statements to the authorities to comment on the notified transaction within two weeks of publication of a short notice on the concentration on the competition authority’s website.

If the authorities waive their right to apply for Phase II proceedings or if they do not apply for such a proceeding within four weeks of receiving the notification (and filing fee), the concentration is deemed cleared and the merger can be implemented. The authorities inform the notifying parties that no application for Phase II was filed, and they post a short notice online.

Phase I takes four weeks. 

The four-week deadline in Phase I can be extended by two additional weeks upon request by the notifying parties in particular if they intend to offer remedies.

3

Phase II

Phase II is initiated at the request of either (or both) the competition authority or the Federal Cartel Prosecutor. The opening of an in-depth examination is published on the competition authority’s website. In practice, the authorities also apply for Phase II proceedings if their concerns cannot be addressed within the time period of Phase I or if they believe the notification should be rejected altogether (e.g. for lack of a notifiable merger).

Relatively shortly after the opening of Phase II, a hearing is scheduled and the court will try to appoint an economic expert as soon as possible. The economic expert opinion is an important factor for the outcome of the proceedings.

The parties can offer remedies to the so-called “Official Parties” (i.e. the competition authority and the Federal Cartel Prosecutor) and the Cartel Court. There is no fixed deadline but if they are offered too late in the proceedings they might not be accepted. If the Official Parties agree with the remedies, they will often withdraw their request for a Phase II in return for a binding offer of remedies. This can have the effect of shortening the length of the Phase II proceeding.

However, if no remedies are offered, the Cartel Court can impose remedies on its own motion. 

In Phase II, third parties have the right to submit written statements to the Cartel Court.

If one of the competition authorities requests further examination by initiating a Phase II proceeding, the concentration may only be implemented once the Austrian Cartel Court has issued its decision (or, in the event the Cartel Court issues a conditional clearance decision, once all conditions have been complied with).

A decision by the Cartel Court can be appealed to the Austrian Cartel Court of Appeals. This hardly ever occurs in practice. The Cartel Court of Appeals has to render a decision within two months after receiving the appeal files.

Within five months after the receipt of the (first) application for an in-depth examination, the Cartel Court has to either decide on the merits or reject the notification. Upon request by the notifying parties, the deadline within which the Cartel Court has to decide can be extended by up to one month, for a total of up to six months. The Cartel Court can also issue an instruction to supplement the notification within an appropriate deadline.

  • Step 1 1
  • Step 2 2
  • Step 3 3
  • Not defined
  • 4 + 2 weeks
  • 5 + 1 months

Checklist

List of the supporting documentation which must as a minimum be submitted along with the notification.

Supporting documentation

This content was delivered
and last updated on 10-09-2019 by
Contact Person
MMag. Dr. Astrid Ablasser-Neuhuber, Partner

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