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Content last updated: 29-08-2019

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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?

Bulgaria is an EU member state since 1 January 2007.

1.1.2 Is the jurisdiction itself a supranational jurisdiction?

Not applicable.

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 Bulgarian merger control rules are harmonized with the EU Merger Regulation and the corresponding EU legislation, having also direct application. The Bulgarian rules are also interpreted in line with the Commission Consolidated Jurisdictional Notice under the EU Merger Regulation as well as with other relevant notices adopted by the European Commission for assessment of concentrations. 

The EU Merger Regulation is based on a "one-stop-shop" principle. This implies that if the thresholds described in Section 2.3.1 under the Merger Screening Schedule 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.

2. Nature of merger control regime

2.1 Mandatory or voluntary

2.1.1 Is filing mandatory or voluntary?

Filing is mandatory, if the jurisdictional thresholds described in Section 2.3.1 under the Merger Screening Schedule are met.

2.2 Suspensory effect

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

Transactions shall be notified to the Commission for Protection of Competition prior to the implementation/completion and following the conclusion of the agreement, the announcement of a public bid, or the acquisition of controlling interest.

A notification may also be made where the parties to the transaction demonstrate a good faith intention to conclude an agreement or, in the case of a public bid, where they have publicly announced an intention to make a bid, provided that the intended agreement or bid would result in a notifiable transaction to the Commission for Protection of Competition.

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?

A transaction falls within the merger control rules if it brings a change of control on a lasting basis resulting from:

a) the merger of two or more independent undertakings, or

b) the acquisition by one or several entities, already exercising control over one undertaking, through purchase of securities, interest in the capital or assets, by contract or otherwise, direct or indirect control of the whole or parts of one or more other undertakings.

1.2 Joint ventures

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

Where there is a joint undertaking established performing on a permanent basis all functions of an economically independent unit.

1.3 Definition of "control"

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

The legal concept of “control” under the Bulgarian Competition Protection Act means:

a) the acquisition of rights,

b) conclusion of contracts, or

c) other courses of action which, independently or jointly, and in view of the existing factual circumstances and applicable law, enable the exerting of decisive influence over a certain undertaking.

Only transactions that bring a lasting "change of control" to the undertakings concerned and in the structure of the market are covered by the Bulgarian merger control rules. Thus, transactions resulting only in a temporary change of control, such as, for instance, a transitory transaction, are not covered.

1.4 Minority shareholdings

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

Generally, acquisitions of minority or other interests that do not lead to an acquisition/change of control do not fall within the Bulgarian merger control rules and will not be considered by the Commission for Protection of Competition. However, a transaction may also result in the exertion of a de facto control by a minority shareholder if, for instance, the remaining voting rights are widely spread which would again require a merger notification to be made before the Commission for Protection of Competition.

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.

In a merger, the "undertakings concerned" are each of the merging entities.

In an acquisition of control, the undertakings concerned may vary depending on the characteristics of the transaction.

In case of acquisition of sole control, the undertakings concerned are the acquiring undertaking consisting of all entities belonging to the same group (i.e. parent, subsidiaries, sister companies etc.) and the target undertaking (i.e. not including the seller).

In case of acquisition of joint control of a newly created joint venture, the undertakings concerned are each of the undertakings jointly acquiring control. The same applies where one undertaking contributes a pre-existing subsidiary or a business (over which it exercises sole control) to a newly created joint venture.

In case of acquisition of joint control over a pre-existing undertaking or business, the undertakings concerned are each of the undertakings acquiring joint control, and the pre-existing acquired undertaking.

In case of entry of a new shareholder in a pre-existing joint venture, which leads to a change in the quality of control for the remaining controlling shareholders, the undertakings concerned are the newly entering controlling shareholder alongside with the remaining controlling shareholders.

In case where a pre-existing, full-function joint venture acquires control over another undertaking, the undertakings concerned are the joint venture (i.e. not including the parent companies) and the target undertaking. Where a joint venture is mere acquisition vehicle, the undertakings concerned are in such situation the parent companies to the joint venture and the target undertaking.

In case of change from joint control to sole control, the undertakings concerned are the undertaking acquiring the sole control and the joint venture. The other "existing" shareholder (i.e. the seller) is not considered an undertaking concerned.

2.2 Date for establishing jurisdiction

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

After the date of conclusion of the binding legal agreement; the announcement of a public bid or the acquisition of a controlling interest or the date of the first notification to the Commission for Protection of Competition, but in any case before implementation of the notified transaction.

2.3 General thresholds

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

The total turnover of all the undertakings participating in a concentration in the territory of the Republic of Bulgaria for the previous financial year exceeds BGN 25 million, and if either of the two alternative sets of thresholds is met, the transaction will have to be notified to the Commission for Protection of Competition:

a) The turnover of each of at least two of the undertakings participating in the concentration in the territory of the Republic of Bulgaria for the previous financial year exceeds BGN 3 million, or

b) The turnover of the target in the territory of the Republic of Bulgaria for the previous financial year exceeds BGN 3 million.

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

The threshold can be triggered when only the target’s local turnover exceeds BGN 25 million.

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

Neither of the thresholds can be triggered without any of the undertakings concerned having Bulgarian-wide turnover.

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

Transactions falling below the above thresholds may not be investigated by the Commission for Protection of Competition.

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?

There are no sector-specific or other ex ante merger control rules on a Bulgarian-level.

2.4.2 Are any such schemes mandatory or voluntary?

Not applicable.

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?

Transactions meeting the thresholds have to be notified to the Commission for Protection of Competition, regardless of whether the undertakings concerned are domiciled outside of Bulgaria.

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 total turnover shall include the net sales revenue of an undertaking participating in the concentration for the previous financial year, which equals proceeds from sales of goods and services generated by the undertaking's normal business operation, reduced by trade-in allowances, discounts, rebates and value added tax. The turnover shall not include proceeds from sales of goods and services between undertakings belonging to the same economic group.

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

Guidance to the calculation of turnover can be found in the Commission for Protection of Competition’s Methodology on conducting assessment and defining the market position of the concerned parties on the relevant market. This document reflects the main concepts of the European Commission's Consolidated Jurisdictional Notice under the EU Merger Regulation. However, it is only available in Bulgarian.

The Jurisdictional Notice can be found on:

http://www.cpc.bg/Competence/ConcentrationsLegislation.aspx

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 financial year for which audited annual accounts exists.

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?

Information should be provided to the Commission for Protection of Competition for any divestitures/acquisitions made during/after the latest financial year. Turnover stemming from such divested/acquired assets should be separated/pointed out.

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 the definition of the "undertakings concerned", including their affiliates, etc. in the economic group, in Section 2.1.1 above. The total turnover includes the turnover of the undertakings participating in the concentration, whereby the data on the turnover of each of the participants in the concentration is used.

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

The seller's turnover shall not be included in the target's group turnover, unless the seller retains some control over the target.

3.4 Geographical allocation of turnover

3.4.1 The principles for the geographical allocation of turnover?

The turnover should be allocated geographically based on where the customer was located at the time of the turnover generating transaction, i.e. typically where the goods were actually delivered or services actually provided. However, the  Commission for Protection of Competition’s Methodology on conducting assessment and defining the market position of the concerned parties on the relevant market introduces the rules set out in the Consolidated Jurisdictional Notice under the EU Merger Regulation, providing for certain exceptions for the geographical allocation of the turnover.

3.5 Valuation and allocation of assets

3.5.1 The principles for valuation and allocation of assets?

Not applicable.

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.)?

Not applicable.

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)?

Special rules apply for the calculation of turnover of undertakings in the following industries:

- credit or other financial institutions – the sum of the following income items after deduction of value added tax and other taxes directly related to those items, where appropriate: i) interest income and similar income; ii) income from securities: income from shares and other variable yield securities, income from participating interests, income from shares in affiliated undertakings; iii) commissions receivable; iv) net profit on financial operations; v) other operating income.

The turnover of a credit or financial institution in Bulgaria shall comprise the income items, as defined above, which are received by the branch or division of that institution established in Bulgaria.

- insurance companies – the sum of gross premiums which shall comprise all amounts received and receivable in respect of insurance contracts issued by or on behalf of the insurance undertakings, including also outgoing reinsurance premiums, and after deduction of taxes and parafiscal contributions or levies charged by reference to the amounts of individual premiums or the total volume of premiums

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?

In case of acquisition of sole control, the acquirer is responsible for filing.

In case of acquisition of joint control or a merger creating a new entity, or amalgamation, the notification must be jointly submitted.

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 formal mandatory deadlines for filing.

However, a transaction meeting the above thresholds has to be notified to the Commission for Protection of Competition prior to its implementation and following the conclusion of the agreement, the announcement of the public bid, or the acquisition of a controlling interest.

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

As mentioned in Section 1.2.1 above, no formal deadlines are provided by law. However, in case the parties fail to initiate merger clearance proceedings for a notifiable transaction prior to its implementation, a fine could be imposed by the Commission for Protection of Competition up to 10% of the turnover of the party/parties obliged to request merger clearance.

1.3 Early filing

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

Notification may be made where the undertakings concerned demonstrate to the Commission for Protection of Competition a good faith intention to conclude an agreement or, in the case of a public bid, where they have publicly announced an intention to make such a bid, provided that the intended agreement or bid would result in a notifiable transaction.

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 is in the amount of BGN 2,000 (EUR 1,022).

In case a clearance decision is issued, an additional fee is due equal to 0.1% of the total worldwide turnover of the undertakings concerned but not more than BGN 60,000 (EUR 30,635).

1.4.2 When must the filing fee must be paid?

The filing fees must be paid at the time of submission, while the additional fee is due upon issuance of the clearance decision.

1.5 Publicity

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

The Commission for Protection of Competition publishes a non-confidential notice on its webpage of the fact that it has received a notification, inviting third parties to comment on the proposed transaction.

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 principle, the Commission for Protection of Competition will not make a public announcement following the adoption of a decision. The authority shall only publish the clearance decision on its web page under e-file of the merger proceedings subject to payment of the respective fees. However, on certain occasions involving transactions of general public interest such press releases can be send out.

1.5.3 Will third parties be able to review the notification?

Third parties may upon request be granted access to file in a non-confidential version of the notification.

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?

The Bulgarian merger control regime does not provide for a simplified procedure. The merger control regime includes two phases: normal inquiry (Phase I) and in-depth inquiry (Phase II), depending on the particular case.

2.2 Procedural stages (cf. timetable below)

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

Stages of the normal merger procedure:

Normal inquiry (Phase I)

Following the constitution of the proceedings, the Commission for Protection of Competition shall assess the concentration within 25 business days.

Following completion of the normal inquiry, the work team designated for the assessment shall prepare a report and present it to the responsible member of the working team who shall afterwards notify the Chairperson that the normal inquiry has been completed. The Chairperson shall issue a  resolution scheduling a closed session of the Commission for Protection of Competition, whereby a decision on the instigated proceedings shall be adopted.

Following the closed session, the Commission for Protection of Competition may:

(a) Rule that the transaction is not a concentration or it does not require preliminary notification;

(b) Clear the transaction;

(c) Clear the transaction subject to the provision on the side of the participants of remedies which can be either structural (e.g. a divestiture of assets), behavioral (e.g. commitment to not enter into exclusive agreements), or a combination of both;

(d) Clear the transaction taking into account the remedies proposed by the participants;

(e) Initiate an in-depth analysis (Phase II).

In-depth inquiry (Phase II)

An in-depth analysis shall be performed when, as a result of the assessment performed during the normal analysis, the Commission for Protection of Competition finds that the contemplated concentration gives serious reason for suspicion that such concentration would result in the establishment or reinforcement of an existing dominant position and effective competition in the relevant market would be significantly impeded.

After sufficient evidence regarding the further development of the proceedings is collected, the working team shall prepare a report and present it to the responsible member of the working group assigned.

The responsible member shall notify the Chairperson about the report prepared and the Chairperson itself shall by a resolution schedule an internal closed session of the Commission for Protection of Competition.

Following the closed session, the Commission for Protection of Competition may:

(a) Clear the transaction; or

(b) Adopt a ruling about its preliminary findings about the effect of the concentration on competition.

The ruling shall set a time limit of at least 14 days wherein the notifier and interested third parties may present their position on the Commission for Protection of Competition’s preliminary findings. Parties and interested third parties shall have the right to be heard by the Commission for Protection of Competition in an open hearing (behind closed doors) before a resolution is passed in essence.

The open hearing shall be scheduled for a date at least 14 days after the expiry of the time limit for presenting positions on the objections raised.

After the parties are heard, the Chairperson shall schedule an internal closed session.

Following the closed session, the Commission for Protection of Competition may:

(a) Clear the transaction;

(b) Clear the transaction subject to the provision of remedies directly related to the implementation of the concentration which are required in order to preserve effective competition and restrict the negative impact of the concentration on the market affected; or

(c) Prohibit the concentration.

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

Pre-notification contact is not a usual practice, but it is generally possible.

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?

The statutory deadline for review of a notification under the normal inquiry is 25 business days and additional 4 months under the in-depth inquiry.

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

Normal inquiry (Phase I)

Upon request by the notifying undertakings, the Commission for Protection of Competition may extend the period for assessment by up to 10 business days in order for suggestions for changing the concentration to be prepared.

Regardless of whether the assessment period is extended, it shall be extended by another 10 business days as of the date on which the applicant provides the Commission for Protection of Competition with full information regarding the proposed changes to the concentration.

In-depth inquiry (Phase II)

In factually and legally complicated cases, the 4 additional months following the completion of the normal inquiry may be extended by up to 25 business days.

In case the remedies proposed are aimed at the preservation of competition, the above referred to time limits shall be extended by 15 business days. The extension period shall commence on the day following the day when the Commission for Protection of Competition receives the full information regarding the remedies proposed.

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 duration of such contact may vary depending on the specific circumstances of the transaction and is not determined by law.

2.3.4 The expected timelines for obtaining clearance decisions in a non-problematic merger under (i) a simplified procedure and (ii) a normal procedure?

The expected timeline for obtaining a clearance decision in a normal inquiry (Phase I) is circa 2 calendar months subject to the condition that there are no substantial irregularities or deficiencies of the information provided; and circa 6-7 months in in-depth inquiry cases (Phase II).

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 Commission for Protection of Competition has published an indicative notification template, which is not mandatory. However, the merger notification shall be prepared in a written form and shall also contain the information required in the Guidelines for Submitting the Notification Form under Article 79, paragraph 3 of the Competition Protection Act.

Please see: https://www.cpc.bg/Additional/ConcentrationTemplate.aspx

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?

The documents to be attached to the merger notification have to be submitted in one single copy in their original form or certified copies thereof.

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 merger notification along with its attachments shall be drafted and submitted in the Bulgarian language.

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

All documents in foreign language must be officially translated into Bulgarian. In case such documents are issued by governmental authorities of third countries they must be legalized and apostilled, unless there is an international agreement exempting such obligations.

Statutory timetable

Step Description Time
1

Pre-notification

Pre-notification contact is not a usual practice, but it is generally possible.

The duration of such contact may vary depending on the specific circumstances of the transaction and is not determined by law. 

2

Normal inquiry (Phase I)

Following the constitution of the proceedings, the Commission for Protection of Competition shall assess the concentration within 25 business days.

Following completion of the normal inquiry, the work team designated for the assessment shall prepare a report and present it to the responsible member of the working team who shall afterwards notify the Chairperson that the normal inquiry has been completed. The Chairperson shall issue a resolution scheduling a closed session of the Commission for Protection of Competition, whereby a decision on the instigated proceedings shall be adopted.

Following the closed session, the Commission for Protection of Competition may:

(a) Rule that the transaction is not a concentration or it does not require preliminary notification;

(b) Clear the transaction;

(c) Clear the transaction subject to the provision on the side of the participants of remedies which can be either structural (e.g. a divestiture of assets), behavioral (e.g. commitment to not enter into exclusive agreements), or a combination of both;

(d) Clear the transaction taking into account the remedies proposed by the participants;

(e) Initiate an in-depth analysis (Phase II).

The statutory deadline for review of a notification under the normal inquiry is 25 business days.

Upon request by the notifying undertakings, the Commission for Protection of Competition may extend the period for assessment by up to 10 business days in order for suggestions for changing the concentration to be prepared.

Regardless of whether the assessment period is extended, it shall be extended by another 10 business days as of the date on which the applicant provides the Commission for Protection of Competition with full information regarding the proposed changes to the concentration.

3

In-depth inquiry (Phase II)

An in-depth analysis shall be performed when, as a result of the assessment performed during the normal analysis, the Commission for Protection of Competition finds that the contemplated concentration gives serious reason for suspicion that such concentration would result in the establishment or reinforcement of an existing dominant position and effective competition in the relevant market would be significantly impeded.

After sufficient evidence regarding the further development of the proceedings is collected, the working team shall prepare a report and present it to the responsible member of the working group assigned.

The responsible member shall notify the Chairperson about the report prepared and the Chairperson itself shall by a resolution schedule an internal closed session of the Commission for Protection of Competition.

Following the closed session, the Commission for Protection of Competition may:

(a) Clear the transaction; or

(b) Adopt a ruling about its preliminary findings about the effect of the concentration on competition.

The ruling shall set a time limit of at least 14 days wherein the notifier and interested third parties may present their position on the Commission for Protection of Competition’s preliminary findings. Parties and interested third parties shall have the right to be heard by the Commission for Protection of Competition in an open hearing (behind closed doors) before a resolution is passed in essence.

The open hearing shall be scheduled for a date at least 14 days after the expiry of the time limit for presenting positions on the objections raised.

After the parties are heard, the Chairperson shall schedule an internal closed session.

 Following the closed session, the Commission for Protection of Competition may:

(a) Clear the transaction;

(b) Clear the transaction subject to the provision of remedies directly related to the implementation of the concentration which are required in order to preserve effective competition and restrict the negative impact of the concentration on the market affected; or

(c) Prohibit the concentration.

The statutory deadline for review of a notification under the in-depth inquiry is 4 months.

In factually and legally complicated cases, the 4 additional months following the completion of the normal inquiry may be extended by up to 25 business days.

In case the remedies proposed are aimed at the preservation of competition, the above referred to time limits shall be extended by 15 business days. The extension period shall commence on the day following the day when the Commission for Protection of Competition receives the full information regarding the remedies proposed.

  • Step 1 1
  • Step 2 2
  • Step 3 3
  • Not defined
  • 25 days + extensions
  • 4 months + extensions

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 29-08-2019 by
Contact Person
Vladimir Penkov, Chairman and Senior Partner
Contact Person 2
Alexander Stefanov, Partner

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