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Content last updated: 25-09-2019

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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?

Hungary is a member of the EU.

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 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 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 Hungarian Competition Authority following the conclusion of the agreement, the announcement of a public bid or the acquisition of controlling interest.

If the first threshold in Section 2.3.1 under the Merger Screening Schedule is met, completion of the transaction must await clearance by the Hungarian Competition Authority.

If the second threshold is met, the undertakings concerned may complete the transaction without having obtained prior clearance from the Hungarian Competition Authority.

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?

Similar to EU law, a transaction is caught by the merger control rules if it brings a change of control on a lasting basis resulting from:

a) the merger of two or more previously independent undertakings or parts of undertakings; or

b) the acquisition, by one or more persons already controlling at least one undertaking, or by one or more undertakings, whether by purchase of securities or assets, by contract or by any other means, of 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?

Full function joint ventures are caught by the merger control rules (provided that the turnover thresholds are met). A joint venture is to be considered “full function” in case it is expected to be an autonomous economic entity with real market presence.

1.3 Definition of "control"

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

The Competition Act defines control as:

a) Acquisition of over 50% of voting rights in the target;

b) The power to appoint, elect or dismiss the majority of the executive officers of the target;

c) The ability to exert decisive influence over the decisions of the target (either by virtue of contractual arrangements or de facto).

Both sole and joint control are caught.

1.4 Minority shareholdings

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

No, minority and other interests less than control are not caught by the merger control rules.

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 case of acquisition of control over an existing undertaking: (i) the acquiring undertaking(s) consisting of all entities belonging to the same group (i.e. parent, subsidiaries, sister companies etc.) and (ii) 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 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.

In case of change from joint control to sole control, the undertakings concerned are the undertaking acquiring sole control and the joint venture. 

2.2 Date for establishing jurisdiction

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

The date of conclusion of the binding legal agreement, the announcement of a public bid or the acquisition of a controlling interest, whichever date is earlier.

2.3 General thresholds

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

Merger Control filing is required when:

The first alternative threshold:

The combined aggregate turnover in Hungary of all the undertakings concerned is more than HUF 15,000,000,000 and the aggregate turnover in Hungary of each of at least two of the undertakings concerned is more than HUF 1,000,000,000.

For the purpose of calculating the HUF 1,000,000,000 threshold, consecutive transactions by the same parties within two years preceding the date of the current transaction must be taken into account, provided that such transactions were not subject to prior merger control notification. Intra-group revenues and the turnover of the seller’s group must be excluded.

The second alternative threshold:

The combined aggregate turnover in Hungary of all the undertakings concerned is more than HUF 5,000,000,000 billion and it is “not obvious that the concentration would not significantly impede effective competition”.

The Hungarian Competition Authority has jurisdiction to investigate transactions meeting this threshold, but notification is voluntary.

The Hungarian Competition Authority’s jurisdiction to investigate concentrations under this threshold expires at the end of 6 months after implementation of the concentration.

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

The first alternative threshold cannot be triggered by only one of the undertakings concerned having turnover in Hungary.

The second alternative threshold can be triggered by only one of the undertakings concerned having turnover in Hungary.

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 turnover from Hungary.

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

No.

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?

Special rules for companies active in the media sector:

To guarantee the plurality of the media, special provisions apply to the mergers of media enterprises (e.g. media enterprises over a certain audience share may not acquire even minority shareholdings in other media enterprises and national radio stations may not acquire a controlling interest in any other media enterprises). In addition, in mergers between media enterprises, the Hungarian Competition Authority is obliged to consult the Media Council and request a position statement from it on the effects of the merger on the plurality of the media. If the Media Council refuses to give its consent to the merger based on its expected negative effects on the plurality of the media, the Hungarian Competition Authority must also prohibit the merger (regardless of any competitive effects) as the position statement of the Media Council is binding on the Hungarian Competition Authority. If, however, the Media Council provides a positive statement, the Hungarian Competition Authority remains free to decide on the merger in light of its effects on competition.

Special rules for companies in the energy and gas sector:

The most important cooperating authority is the Hungarian Energy and Public Utility Regulatory Authority (HEPUR), which has to give its approval to certain concentrations within this sector. For such concentrations, the approval of both the HEPUR and the Hungarian Competition Authority may be required. The approving resolution of the HEPUR is not based on competition issues but rather on sectoral considerations, in particular ensuring security of supply.

Special rules for financial institutions:

Additional approval from the Hungarian National Bank (as the supervisory authority) is needed for the merger of financial institutions.

Finally, we note that the Hungarian government is entitled to exempt a notifiable concentration from the competence of the Hungarian Competition Authority if such concentration has been declared – by way of a Government Decree – as having a “strategic significance” (including the need to protect workplaces, the strengthening of international competitiveness of a given sector of the economy and in the interests of security of supply). It means that the exempted concentration need not be notified to the Hungarian Competition Authority and thus it will not be reviewed.

2.4.2 Are any such schemes mandatory or voluntary?

Mandatory.

However, ex ante proceedings are voluntary, but the involvement of the Hungarian Media and Telecommunication Authority in media related mergers is 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?

No special thresholds or exemptions apply to foreign-to-foreign mergers: In case the general thresholds are met, the merger is notifiable in Hungary.

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 of the undertaking concerned in the previous business year related to the sale of goods and/or services exclusive of value added tax and group internal sales. Non-ordinary activities shall also be included in the net turnover and the rebates do not alter or modify the net turnover of the undertaking.

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

The general guidance to merger rules in Hungary (covering all jurisdictional issues, gun-jumping and ancillary restraints) can be found in Hungarian at:

www.gvh.hu/data/cms1039944/6_2017_egyseges_a_modositoval_2018_12_20.pdf

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 exist (as calculated from the “triggering event” for the concentration, i.e. the signing of the agreement, the publication of the public bid or the actual acquisition of control.

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 must be made for any divestitures/acquisitions made during/after the latest financial year. Turnover stemming from such divested/acquired assets should be excluded/included.

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?

The undertakings whose turnover is taken into account comprises the entire group that the acquirer(s) belong(s) to and the target's group.

Turnover of subsidiaries jointly controlled by one of the parties and a third party must be allocated as per the number of entities exercising joint control.

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.

3.4 Geographical allocation of turnover

3.4.1 The principles for the geographical allocation of turnover?

In general, 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.

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)?

Specific rules apply to the calculation of turnover for certain entities where instead of net turnover, the following shall be taken into account:

a) insurance companies: the value of gross insurance premiums;

b) investment firms: income from investment service activities;

c) commodity dealers, payment institutions, electronic money institutions and companies engaged in the intermediation of financial services: the total of net turnover from sales and income from financial transactions;

d) stock exchanges: the total of annual fees paid by traders (only income from exchange market operations);

e) funds: revenues from membership fees;

f) financial institutions: the gross income consisting of interests receivable and similar income, income from securities (income from shares held for trading, income from participating interests (dividends and profit-sharing), income from participating interests in affiliated companies (dividends and profit-sharing), income from companies linked by virtue of major participating interest (dividends and profit-sharing), income from other companies linked by virtue of participating interest (dividends and profit-sharing)), commissions receivable, net profit or net loss on financial operations and other operating income.

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, 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 mandatory deadlines for filing, but a transaction meeting the first threshold has to be notified to the Hungarian Competition Authority 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?

Filing is not possible before the signing of the merger agreement. Pre-notifications discussions, however, are typical and recommended.

1.4 Filing fees

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

The basic filing fee is HUF 1,000,000 in a simplified/fast track proceeding. In case it is not obvious that the concentration would not significantly impede effective competition (see Section 2.1.1 below), the Hungarian Competition Authority launches a competition proceeding to review the given concentration.

The additional fee of that proceeding is HUF 3,000,000 in a “Phase I” review and HUF 15,000,000 if the Hungarian Competition Authority decides to open a “Phase II” review.

1.4.2 When must the filing fee must be paid?

The filing fee shall be paid upon filing, while the additional fees are payable when the relevant phases/proceedings are initiated by the Hungarian Competition Authority.

1.5 Publicity

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

The Hungarian Competition Authority publishes a non-confidential notice of the fact that it has received a notification (with the text of the notice drafted by the notifying party(ies) as part of the notification form).

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 general, the Hungarian Competition Authority does not comment its decision in the media.

1.5.3 Will third parties be able to review the notification?

In case a third party demonstrates its legitimate interest, it may request limited access to 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?

Yes, there is a simplified/fast track procedure, which applies in cases where it is obvious that the concentration would not significantly impede effective competition as per the Hungarian Competition Authority’s relevant notice. Under the notice, the following transactions will be regarded as ‘obviously’ not significantly impeding effective competition:

(i) concentrations having no horizontal, vertical or portfolio effects;

(ii) concentrations having the effects stated in No. (i) but where the parties have a combined market share of less than 20% on the overlapping (horizontal) markets, or a market share of less than 30% on the vertically related markets;

(iii) concentrations where the parties have a combined market share exceeding the thresholds stated in No. (ii) but where the market share increment stemming from the transaction is marginal (below 5%).

Special regime for companies under bankruptcy or liquidation proceedings:

A special regime exists for the bankruptcy and liquidation proceedings of those companies that the Hungarian government designates as having special importance for the Hungarian economy. If these companies come under bankruptcy or liquidation proceedings, then a quicker and more effective merger control regime will be applicable for the acquisition of control over them. Under this special regime the acquirer is expressly provided the right to exercise control over the target already prior to the final decision of the Hungarian Competition Authority, to the extent that is absolutely necessary in order to continue with the ordinary course of business.

2.2 Procedural stages (cf. timetable below)

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

In general, all merger procedures before the Hungarian Competition Authority are initiated by a pre-notification period.

This pre-notification period may involve discussions with the Hungarian Competition Authority about the basic information of the planned concentration (possibly even the submission of a draft notification form) via physical meeting(s) complemented by telephone calls. In the course of these discussions the Hungarian Competition Authority may ask for further information, documents, etc.

When the formal notification is submitted, the clock starts running on the Hungarian Competition Authority's fast track review. If the notification is incomplete or if there are concerns as to whether the transaction obviously does not significantly impede effective competition, the Hungarian Competition Authority may open a "Phase I" investigation. 

Parallel to the submission of the formal notification, the Hungarian Competition Authority will also publish a short information notice on its website about the planned concentration (upon which third parties may submit observations).

During the Phase I investigation, the Hungarian Competition Authority may send out questionnaires to the parties and possibly third parties as well (or may even hold personal hearings).

The Hungarian Competition Authority will then adopt a decision (i) clearing the transaction unconditionally, or (ii) if remedies were already offered, then clearing on condition of compliance with these remedies, or (iii) initiate a Phase II investigation, if the competition law concerns have not been resolved.  

When initiating the Phase II investigation, the Hungarian Competition Authority will issue a confidential decision explaining in detail its findings and conclusions. Following the decision, the notifying parties will normally submit written comments hereto and hold a meeting with the Hungarian Competition Authority.

The Hungarian Competition Authority will then normally continue its investigations and contact third parties in the market and send further requests for information to the notifying parties.

If the competition law concerns have not been met, the Hungarian Competition Authority will proceed to issue a document explaining in detail its findings and its concerns (which is very similar to the European Commission’s "statement of objections" ("SO")).

The notifying parties will have the opportunity to respond to the concerns, including the production of legal and factual arguments against such concerns or the introduction of remedies to resolve such concerns. The Hungarian Competition Authority may also hold a hearing to clarify any outstanding issues.

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

Pre-notification contact with the Hungarian Competition Authority is customary and a standard part of most (if not all) merger proceedings, including even fast track procedures.

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

Not applicable (a suspension obligation, however, is applicable).

2.3 Timetable (cf. timetable below)

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

Fast Track:

8 days from the date of filing.

Phase I:

If the notification is incomplete or if it is not obvious that the concentration would not significantly impede effective competition, then the Hungarian Competition Authority opens Phase I proceedings, which lasts for 30 days (extendable for a period of 20 days).

Phase II:

In case the Hungarian Competition Authority finds that a full-scale review of the concentration is necessary, then the deadline is 4 months as of complete notification (extendable for a period of two months). When the concentration relates to the liquidation of so-called strategically important undertakings, the decision has to be taken within 3 months (extendable with 20 days). 

If the Hungarian Competition Authority does not issue a decision within the applicable deadline, clearance is deemed to have been granted by law.

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

The timetable is suspended in a number of instances, e.g. for the time a request for information is pending.

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

Pre-notification is customary, and the period may vary from one week to several weeks depending on the complexity of the transaction.

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?

Yes, there is a notification form, which is compulsory to be used. The most recent notification form is available at:

http://www.gvh.hu//data/cms1037481/fuzios_urlap_20180101.pdf (in Hungarian)

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 final version of the complete documentation bringing about the transaction (formalities are based on the place of signature of the document, e.g. notarization/apostille is required if the documentation was signed in certain foreign countries, while no such formalities are required if the documentation is signed in Hungary ).

- Power of attorney for each authorized external representative (formalities are based on the place of signature of the document).

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?

Yes.

3.4 Language

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

The notification can only be made in Hungarian. However, supporting documents may be submitted in English (the Hungarian Competition Authority may still request a Hungarian summary). Hungarian translation is necessary in case of all other languages (but only of those parts of the document which are directly relevant to the notification form).

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

No.

Statutory timetable

Step Description Time
1

Pre-notification

Pre-notification contact with the Hungarian Competition Authority is customary and a standard part of most (if not all) merger proceedings, including even fast track procedures.

This pre-notification period may involve discussions with the Hungarian Competition Authority about the basic information of the planned concentration (possibly even the submission of a draft notification form) via physical meeting(s) complemented by telephone calls. In the course of these discussions the Hungarian Competition Authority may ask for further information, documents, etc.

The period may vary from one week to several weeks depending on the complexity of the transaction.

2

Phase I

When the formal notification is submitted, the clock starts running on the Hungarian Competition Authority's fast track review. If the notification is incomplete or if there are concerns as to whether the transaction obviously does not significantly impede effective competition, the Hungarian Competition Authority may open a "Phase I" investigation.

Parallel to the submission of the formal notification, the Hungarian Competition Authority will also publish a short information notice on its website about the planned concentration (upon which third parties may submit observations).

During the Phase I investigation, the Hungarian Competition Authority may send out questionnaires to the parties and possibly third parties as well (or may even hold personal hearings).

The Hungarian Competition Authority will then adopt a decision (i) clearing the transaction unconditionally, or (ii) if remedies were already offered, then clearing on condition of compliance with these remedies, or (iii) initiate a Phase II investigation, if the competition law concerns have not been resolved.

Fast Track:

8 days from the date of filing. 

Phase I:

If the notification is incomplete or if it is not obvious that the concentration would not significantly impede effective competition, then the Hungarian Competition Authority opens Phase I proceedings, which lasts for 30 days (extendable for a period of 20 days).

Please be aware that "stop-the-clock" is possible (cf. 2.3.2 above).

3

Phase II

When initiating the Phase II investigation, the Hungarian Competition Authority will issue a confidential decision explaining in detail its findings and conclusions. Following the decision, the notifying parties will normally submit written comments hereto and hold a meeting with the Hungarian Competition Authority.

The Hungarian Competition Authority will then normally continue its investigations and contact third parties in the market and send further requests for information to the notifying parties.

If the competition law concerns have not been met, the Hungarian Competition Authority will proceed to issue a document explaining in detail its findings and its concerns (which is very similar to the European Commission’s "statement of objections" ("SO")).

The notifying parties will have the opportunity to respond to the concerns, including the production of legal and factual arguments against such concerns or the introduction of remedies to resolve such concerns. The Hungarian Competition Authority may also hold a hearing to clarify any outstanding issues.

If the Hungarian Competition Authority does not issue a decision within the applicable deadline, clearance is deemed to have been granted by law.

In case the Hungarian Competition Authority finds that a full-scale review of the concentration is necessary, then the deadline is 4 months as of complete notification (extendable for a period of two months). When the concentration relates to the liquidation of so-called strategically important undertakings, the decision has to be taken within 3 months (extendable with 20 days).

Please be aware that "stop-the-clock" is possible (cf. 2.3.2 above).

  • Step 1 1
  • Step 2 2
  • Step 3 3
  • Not defined
  • 8 days / 30 + 20 days
  • 4 + 2 months (from Step 1) / 3 months + 20 days (from Step 1)

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 25-09-2019 by
Contact Person
Gábor Fejes, Partner
Contact Person 2
Zoltán Marosi, Partner
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Oppenheim has provided all input about merger control in Hungary.

Our practice covers the complete spectrum of Hungarian and European competition and trade law. We are able to provide practical legal advice and assistance during the whole course of a competition investigation by the competent authorities. Oppenheim’s competition team is able to provide merger control advice at all stages of a transaction. We are regularly involved at the planning and due diligence stage of a transaction, during the course of contractual negotiations and subsequently in respect of the filing of any notifications with any competent authorities. We are able to identify and advise upon any merger control related issues at a very early stage of a transaction. This enables all potential issues to be clearly identified, appropriately dealt with and any risks to be fairly distributed among the parties involved.

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