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Content last updated: 01-10-2019

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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?

Slovakia is a member of a supranational jurisdiction, namely the European Union.

1.1.2 Is the jurisdiction itself a supranational jurisdiction?

No, Slovakia itself is not a supranational jurisdiction.

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?

Provided that the transaction (concentration) has a "Community Dimension" (i.e. is notifiable to the European Commission), the transaction will only have to be notified to the European Commission, but not to the Slovak Antimonopoly Office.

The transaction will thus generally have to be notified to the Slovak Antimonopoly Office only in case the transaction does not have a Community Dimension and the relevant turnover thresholds are met.

2. Nature of merger control regime

2.1 Mandatory or voluntary

2.1.1 Is filing mandatory or voluntary?

Filing is mandatory, if the relevant turnover thresholds stipulated by the Slovak Act on Protection of Competition are met.

2.2 Suspensory effect

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

Generally, transactions shall be notified to the Slovak Antimonopoly Office prior to the implementation/completion and following the conclusion of the agreement or the announcement of a public bid.

Parties may ask the Slovak Antimonopoly Office for an exemption to this rule which is, however, only rarely granted. The Slovak competition rules also provide for some statutory exemptions from the stand still in case of for example public bids and operations with securities on the securities market (takeover bids).

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 is caught by the Slovak merger control rules if it brings a change of control on a lasting basis resulting from:

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

b) The acquisition of direct or indirect control by one or more undertakings over another undertaking, over a part of another undertaking or over more undertakings or their parts. 

1.2 Joint ventures

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

The creation of a joint venture jointly controlled by two or more undertakings which performs on a lasting basis all the functions of an autonomous economic entity, i.e. a so-called "full function" joint venture.

1.3 Definition of "control"

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

"Control" is defined as the possibility of exercising decisive influence on the activity of another undertaking, especially through:

a) Ownership rights or other rights;

b) Rights, contracts or through other means allowing exercising decisive influence on composition, voting or decision-making of undertaking's bodies.

It has to be decided on the facts in each case whether there is a possibility of exercising decisive influence over an undertaking. Decisive influence can be de jure in the form of acquisition of the majority of the voting rights or through special rights; or de facto based on a historic pattern of attendance at annual general meetings.

Slovak competition law does not explicitly define "change of control." However, Slovak competition law is fully harmonized with EU competition rules and in this connection the Slovak Antimonopoly Office tends to closely follow the principles outlined in Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings.

Following the above, only transactions that bring a lasting "change of control" to the undertakings concerned and in the structure of the market are covered by the Slovak 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?

Acquisitions of minority or other interests that do not lead to an acquisition of control do not fall within the Slovak merger control rules and will not be considered by the Slovak Antimonopoly Office.

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 case of 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 and the pre-existing joint venture.

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 merely an 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?

The transaction may be notified to the Slovak Antimonopoly Office after:

a) Conclusion of agreement;

b) Announcement of acceptance of offer in public bid;

c) Delivery of state authority's decision to an undertaking;

d) Announcement of takeover bid;

e) The European Commission informed the undertaking that the concentration will be subject to review by the Slovak Antimonopoly Office;

f) Or after occurrence of another fact which results in a notifiable concentration.

Notwithstanding the above, note that it is also possible to notify a planned transaction. For more information, please see Section 1.3.1 under the Merger Filing Schedule.

2.3 General thresholds

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

Provided that the given concentration does not have an EU Dimension, the concentration will have to be notified to the Slovak Antimonopoly Office if either of the two alternative sets of thresholds is met:

The first alternative threshold:

The combined total turnover for the previous financial year of the undertakings concerned is at least EUR 46 million in the Slovak Republic;

And at least two of the undertakings concerned achieved in the Slovak Republic a total turnover for the previous financial year of EUR 14 million each;

The second alternative threshold

Total turnover for the previous financial year achieved in the Slovak Republic:

a) In case of merger, is at least EUR 14 million achieved by one of the undertakings concerned and at the same time the global total turnover for the previous financial year achieved by another of the undertakings concerned is at least EUR 46 million;

b) In case of acquisition of control, is at least EUR 14 million achieved by the target; and at the same time the global total turnover for the previous financial year achieved by another of the undertakings concerned is at least EUR 46 million;

c) In case of establishment of a full-functioning joint venture, is at least EUR 14 million achieved by at least one of the undertakings concerned creating the joint venture and at the same time the global total turnover for the previous financial year achieved by another of the undertakings concerned is at least EUR 46 million.

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

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

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 at least one of the parties having local turnover.

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

Transactions falling below the set thresholds may not be investigated by the Slovak Antimonopoly Office.

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 not sector-specific or other ex ante merger control rules in Slovakia.

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 set thresholds have to be notified to the Slovak Antimonopoly Office, regardless of whether the undertakings concerned are domiciled outside of the Slovak Republic.

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)?

In general, the turnover is defined as total revenues from sale of goods / services, excluding indirect taxes and including financial aid provided to the undertaking.

Following this definition, according to the Guidelines of the Slovak Antimonopoly Office on Calculation of Turnover, 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 excluding (i) rebates; (ii) value added tax and other taxes directly related to the turnover; and (iii) group internal sales; and including financial aid (any monetary aid granted to the undertaking from public sources which directly translates into the price of its goods).

Turnover achieved in foreign currency shall be converted into euro. Such conversion shall be made according to the average of exchange reference rates set and announced by the European Central Bank or by the National Bank of Slovakia which are valid for the relevant accounting period.

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

Such guidance may be found in Guidelines of the Slovak Antimonopoly Office on Calculation of Turnover which generally follow the European Commission's Consolidated Jurisdictional Notice under Council Regulation (EC) No. 139/2004 on the control of concentrations between undertakings.

The guidelines (available only in Slovak language) can be found at:

https://www.antimon.gov.sk/data/files/387_usmernenie-protimonopolneho-uradu-slovenskej-republiky-k-vypoctu-obratu.pdf

The jurisdictional notice can be found at:

http://ec.europa.eu/competition/mergers/legislation/draft_jn.html

3.2 Relevant period for calculation of turnover

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

In general, the turnover shall be calculated according to the financial statements for the last financial year.

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 shall 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?

See the definition of the "undertakings concerned" in Section 2.1.1 above. In short, the undertakings whose turnover is taken into account comprise the entire group that the acquirer belongs to and the target's group (i.e. target and any of its wholly or jointly-owned subsidiaries).

In case of joint ventures controlled by more undertakings not belonging into the same economic group, turnover of the joint venture is allocated on a proportionate basis. For example, if the joint venture is jointly controlled by two undertakings, only one half of the turnover of the joint venture will be allocated to each of those two undertakings.

In case the undertaking acquires sole control over the joint venture over which this undertaking previously had joint control, the turnover of the joint venture, including its subsidiaries, is not included in the calculation of turnover of the undertaking which acquires sole control over the joint venture. Correspondingly, turnover of the undertaking which acquires sole control over the joint venture, including its subsidiaries, is not included in the calculation of turnover of the joint venture.

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.

Additional principles for the geographical allocation of turnover are described in Guidelines of the Slovak Antimonopoly Office on Calculation of Turnover which generally follow the principles outlined in European Commission's Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings.

The guidelines (available only in Slovak language) can be found at:

https://www.antimon.gov.sk/data/files/387_usmernenie-protimonopolneho-uradu-slovenskej-republiky-k-vypoctu-obratu.pdf

The jurisdictional notice can be found at:

http://ec.europa.eu/competition/mergers/legislation/draft_jn.html

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 investment funds; state-owned undertakings; financial institutions and insurance undertakings, which can be found in Guidelines of the Slovak Antimonopoly Office on Calculation of Turnover which generally follow the principles outlined in European Commission's Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings.

The guidelines (available only in Slovak language) can be found at:

https://www.antimon.gov.sk/data/files/387_usmernenie-protimonopolneho-uradu-slovenskej-republiky-k-vypoctu-obratu.pdf

The jurisdictional notice can be found at:

http://ec.europa.eu/competition/mergers/legislation/draft_jn.html

3.7.2 Does any exemptions apply?

No.

1. Practical information

1.1 Responsibility for filing

1.1.1 The parties responsible for filing?

In case of:

a) Acquisition of control, the notification must be filed by the undertakings concerned which acquire control over another undertakings (or its part);

b) In case of merger, the notification must be filed jointly by all the undertakings concerned;

c) In case of public bid, the notification must be filed by the undertaking concerned which was selected in such public bid;

d) In case of takeover bid, the notification must be filed by the undertaking concerned which initiated the takeover bid.

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 concentration being subject to review of the Slovak Antimonopoly Office must be notified prior to its implementation and following the:

a) Conclusion of agreement;

b) Announcement of acceptance of offer in public bid;

c) Delivery of state authority's decision to an undertaking;

d) Announcement of takeover bid;

e) The European Commission informed the undertaking that the concentration will be subject to review by the Slovak Antimonopoly Office;

f) Or after occurrence of other facts which result in a notifiable concentration.

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?

It is possible to notify a planned transaction – provided the notifying 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 Slovak Antimonopoly Office. In such case, the notification must refer to sound reasons and documents explaining facts which are relevant to the transaction and also explaining the actual intent of the undertakings to execute the transaction. At the same time, this intent must be sufficiently specific.

1.4 Filing fees

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

In case of all concentrations the filing fee is EUR 5,000. This fee will be reduced to EUR 4,930 if the filing is made electronically.

1.4.2 When must the filing fee must be paid?

The filing fee must be paid before filing the notification with the Slovak Antimonopoly Office.

1.5 Publicity

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

After receiving the notification, the Slovak Antimonopoly Office will publish a press release about the concentration containing names of the undertakings concerned, substance of the transaction and the relevant sector. The Slovak Antimonopoly Office usually publishes the press release after a few days from receiving the notification. In the press release the Slovak Antimonopoly Office will invite third parties to comment on the concentration. 

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.?

After receiving the notification, the Slovak Antimonopoly Office will publish a press release (described in more detail in Section 1.5.1 above) in which it will inter alia invite third parties to comment on the concentration. The Slovak Antimonopoly Office will publish another press release following the adoption of a decision about the transaction. Non-confidential version of a decision about the transaction will also become available at its website. In general, the Slovak Antimonopoly Office does not comment on active cases in the media.

1.5.3 Will third parties be able to review the notification?

Third parties are not able to review the notification filed with the Slovak Antimonopoly Office, because the notification is not publicly available. Third parties may nevertheless comment on the concentration after Slovak Antimonopoly Office invites them to do so in its press release.

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?

Generally speaking, concentrations may be notified by using a simplified notification form if:

a) An undertaking concerned is about to acquire sole control over an undertaking over which such undertaking already exercised joint control (change from joint to sole control);

b) The combined market share of the undertakings concerned would not exceed 15% on those markets (covering the territory of the Slovak Republic) where they would overlap horizontally; or their combined / individual market share would not exceed 30% on any of those markets (covering the territory of the Slovak Republic) where they would overlap vertically (irrespective of whether there would actually exist a supplier-customer relationship between them).

Notwithstanding the above, the Slovak Antimonopoly Office may at any time request the parties to submit a full-fledged notification.

2.2 Procedural stages (cf. timetable below)

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

Before filing the notification for the simplified or normal procedure, it is customary to initiate pre-notification contact with the Slovak Antimonopoly Office.

The pre-notification contact usually involves submission of draft notification; telephone and/or physical meetings regarding the draft notification; clarifying / double-checking the content (completeness) of the draft notification; requests for additional information and documents etc.

After the formal notification is submitted to the Slovak Antimonopoly Office, the time period for adopting a decision about the transaction in Phase I starts to run. In this connection, the Slovak Antimonopoly Office publishes a press release about the transaction in which it will invite third parties to comment on the transaction so their comments may be taken into account still in Phase I. During Phase I, the Slovak Antimonopoly Office may also conduct a market test by addressing customers, competitors and suppliers of the notifying parties. As part of the proceedings, the Slovak Antimonopoly Office may also send requests for information, including engaging in discussions and meetings with the parties.

Provided the transaction is cleared in Phase I, the clearance decision contains only a simplified reasoning. If the transaction cannot be cleared in Phase I, the Slovak Antimonopoly Office must inform thereof the undertaking concerned within the Phase I time period. The time period for adopting a decision about the transaction in Phase II starts to run from the moment when the Slovak Antimonopoly Office informs the undertakings concerned that the transaction cannot be cleared in Phase I.

Before issuing the decision in Phase II, the Slovak Antimonopoly Office will request the parties to provide their comments regarding the findings and conclusions at which the Slovak Antimonopoly Office arrived during the proceedings. After the parties provide their comments, the Slovak Antimonopoly Office will decide about the transaction and publish the non-confidential version of the decision.

In cases where the transaction cannot be cleared unconditionally, the Slovak Antimonopoly Office will deliver to the parties (either in Phase I or Phase II) a statement of objections in which it will describe its competition concerns. In general, the parties must then within 30 business days from delivery of the statement of objections submit to the Slovak Antimonopoly Office proposed remedies which should address the competition concerns.

Before submitting the proposal of remedies, the Slovak Antimonopoly Office invites the parties to a meeting to discuss the proposed remedies (to informally agree on remedies that shall be proposed).

The notifying parties can then either submit remedies meeting the concerns in order to get a conditional clearing decision, withdraw the notification or receive a prohibiting decision.

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

Pre-notification contact with the Slovak Antimonopoly Office is customary and a standard part of most (if not all) merger proceedings, including transactions following a simplified procedure.

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?

Phase I:

The Slovak Antimonopoly Office must adopt a decision about the transaction within 25 business days from delivery of complete notification of concentration (Phase I). Note that the Phase I time period starts to run only after the notification is considered complete by the Slovak Antimonopoly Office.

Phase II:

In case of more complicated transactions which cannot be cleared in Phase I, the Slovak Antimonopoly Office must inform the undertakings concerned thereof within the Phase I time period. In such case, The Slovak Antimonopoly Office must adopt a decision about the transaction within 90 business days (Phase II) of having informed the undertaking concerned that the transaction cannot be cleared in Phase I.

In specific cases the deadlines outlined above may be extended. On the basis of a justified request of the undertakings concerned (or with its consent) the Slovak Antimonopoly Office may extend the time periods for Phase I and/or Phase II by a maximum of additional 30 business days.

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

The statutory timetable/deadlines can be suspended if the Slovak Antimonopoly Office:

- Requests the undertakings concerned to:

a) Supplement a notification which is incomplete – in such case the statutory timetable is suspended until the notification is supplemented and considered complete by the Slovak Antimonopoly Office;

b) Submit additional information and documents which may be important for assessing the concentration – in such cases the statutory timetable is suspended until such information and documents are submitted to the Slovak Antimonopoly Office.

Invites the undertakings concerned to offer remedies – in such cases, the statutory timetable is suspended until remedies are submitted to the Slovak Antimonopoly Office.

Provided that the Slovak Antimonopoly Office determines that the notification contained untrue information, the Slovak Antimonopoly Office is obliged to inform the undertakings concerned about this and in such cases the statutory timetable restarts from the moment when true information is submitted to the Slovak Antimonopoly Office.

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

There is no statutory timetable/deadline for the pre-notification period and the duration of such period may vary depending on the complexity of specific transactions at hand. In case of simple transactions, the pre-notification contact usually takes no more than one to two weeks.

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 Slovak Antimonopoly Office has mandatory notification forms for simplified and normal procedures which are attached as Annex I and II to the Decree of the Slovak Antimonopoly Office on Details of Notification of Concentration.

Please see: https://www.antimon.gov.sk/data/att/1479.docx

https://www.antimon.gov.sk/data/att/1480.docx

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?

In general, all documents must be submitted to the Slovak Antimonopoly Office in original / legalized versions. Documents issued / legalized in foreign countries must be apostilled, unless stipulated otherwise by a bilateral treaty between the Slovak Republic and the country which issued / legalized the documents. In case of certain countries which are not parties to the so called "Apostille Convention", super-legalization may be required instead of the apostille.

Notwithstanding the above, the documents do not have to be submitted to the Slovak Antimonopoly Office in original / legalized versions if the notifying party submits to the Slovak Antimonopoly Office a sworn affidavit about truthfulness and completeness of the submitted copies. The sworn affidavit must have a wording which is set out in Decree of the Slovak Antimonopoly Office on Details of Notification of Concentration.

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 made in the Slovak language. The annexes of the notification must be generally translated into Slovak language, unless the Slovak Antimonopoly Office informs the notifying party during pre-notification contact that selected annexes may be submitted in foreign (original) language.

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

In general, the translations must be certified / legalized by an authorized translator. The translations must also be apostilled unless stipulated otherwise by a bilateral treaty between the Slovak Republic and the country of the authorized translator who certified/legalized the translation. In case of certain countries which are not parties to the so called "Apostille Convention", super-legalization may be required instead of the apostille.

Notwithstanding the above, the translations do not have to be certified / legalized by a sworn translator if the notifying party submits to the Slovak Antimonopoly Office a sworn affidavit about truthfulness and completeness of the submitted translations. The sworn affidavit must have a wording which is set out in Decree of the Slovak Antimonopoly Office on Details of Notification of Concentration.

Statutory timetable

Step Description Time
1

Pre-notification

Pre-notification contact with the Slovak Antimonopoly Office is customary and a standard part of most (if not all) merger proceedings, including transactions following a simplified procedure.

The pre-notification contact usually involves submission of draft notification; telephone and/or physical meetings regarding the draft notification; clarifying / double-checking the content (completeness) of the draft notification; requests for additional information and documents etc.

There is no statutory timetable/deadline for the pre-notification period and the duration of such period may vary depending on the complexity of specific transactions at hand. In case of simple transactions, the pre-notification contact usually takes no more than one to two weeks.

2

Phase I 

After the formal notification is submitted to the Slovak Antimonopoly Office, the time period for adopting a decision about the transaction in Phase I starts to run. In this connection, the Slovak Antimonopoly Office publishes a press release about the transaction in which it will invite third parties to comment on the transaction so their comments may be taken into account still in Phase I. During Phase I, the Slovak Antimonopoly Office may also conduct a market test by addressing customers, competitors and suppliers of the notifying parties. As part of the proceedings, the Slovak Antimonopoly Office may also send requests for information, including engaging in discussions and meetings with the parties.

Provided the transaction is cleared in Phase I, the clearance decision contains only a simplified reasoning. If the transaction cannot be cleared in Phase I, the Slovak Antimonopoly Office must inform thereof the undertaking concerned within the Phase I time period.

In cases where the transaction cannot be cleared unconditionally, the Slovak Antimonopoly Office will deliver to the parties (either in Phase I or Phase II) a statement of objections in which it will describe its competition concerns. In general, the parties must then within 30 business days from delivery of the statement of objections submit to the Slovak Antimonopoly Office proposed remedies which should address the competition concerns.

Before submitting the proposal of remedies, the Slovak Antimonopoly Office invites the parties to a meeting to discuss the proposed remedies (to informally agree on remedies that shall be proposed).

The notifying parties can then either submit remedies meeting the concerns in order to get a conditional clearing decision, withdraw the notification or receive a prohibiting decision.

The Slovak Antimonopoly Office must adopt a decision about the transaction within 25 business days from delivery of complete notification of concentration (Phase I).

Note that the Phase I time period starts to run only after the notification is considered complete by the Slovak Antimonopoly Office.

In specific cases the deadlines outlined above may be extended. On the basis of a justified request of the undertakings concerned (or with its consent) the Slovak Antimonopoly Office may extend the time periods for Phase I by a maximum of additional 30 business days.

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

3

Phase II

The time period for adopting a decision about the transaction in Phase II starts to run from the moment when the Slovak Antimonopoly Office informs the undertakings concerned that the transaction cannot be cleared in Phase I. Before issuing the decision in Phase II, the Slovak Antimonopoly Office will request the parties to provide their comments regarding the findings and conclusions at which the Slovak Antimonopoly Office arrived during the proceedings. After the parties provide their comments, the Slovak Antimonopoly Office will decide about the transaction and publish the non-confidential version of the decision.

In cases where the transaction cannot be cleared unconditionally, the Slovak Antimonopoly Office will deliver to the parties (either in Phase I or Phase II) a statement of objections in which it will describe its competition concerns. In general, the parties must then within 30 business days from delivery of the statement of objections submit to the Slovak Antimonopoly Office proposed remedies which should address the competition concerns.

Before submitting the proposal of remedies, the Slovak Antimonopoly Office invites the parties to a meeting to discuss the proposed remedies (to informally agree on remedies that shall be proposed). 

The notifying parties can then either submit remedies meeting the concerns in order to get a conditional clearing decision, withdraw the notification or receive a prohibiting decision.

In case of more complicated transactions which cannot be cleared in Phase I, the Slovak Antimonopoly Office must inform the undertakings concerned thereof within the Phase I time period. In such case, The Slovak Antimonopoly Office must adopt a decision about the transaction within 90 business days (Phase II) of having informed the undertaking concerned that the transaction cannot be cleared in Phase I.

In specific cases the deadlines outlined above may be extended. On the basis of a justified request of the undertakings concerned (or with its consent) the Slovak Antimonopoly Office may extend the time periods for Phase II by a maximum of additional 30 business 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
  • 25 + 30 days
  • 90 + 30 days

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 01-10-2019 by
Contact Person
Miriam Galandová, Partner

PRK Partners has provided all input about merger control in Slovakia.

PRK Partners is a leading regional, full-service law firm with a large team of legal and tax professionals and with over 25 years of outstanding service in Central Europe. Our philosophy is simple: provide cost-effective legal solutions at the highest professional standards. We have worked on many of the region's largest and most complex transactions.

For more information about PRK Partners and merger control in Slovakia, please contact our Partner directly.

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