Yes. The mergers and similar transactions are regulated by the Serbian Law on Protection of Competition (“Official Gazette of RS”, no. 51/2009 and 95/2013) (“LPC”) and Regulation on the content and manner of submitting notification on concentration (“Official Gazette of RS”, 5/2016) (“Form Regulation”) and the Regulation on the Criteria for Defining the Relevant Market ("Official Gazette of RS", no. 89/2009) (“Market Regulation”).

The applicable agency is the Commission for Protection of Competition (“CPC”).
 

There is no supranational regulatory agency.
 

The merger filing requirements are determined by the LPC. Detailed rules on content and manner of notification are contained in Form Regulation and Market Regulation.

The concentration of undertakings occurs in the following cases:

• mergers and other statutory changes in which a merger of undertakings occurs;
• acquisition of direct or indirect control, by one or more undertakings over another or more undertakings or over part or parts of other undertakings, who may represent an independent business entity; or
• a joint venture of two or more undertakings in order to create a new undertaking or to gain a joint control, over an existing undertaking who operates on a long term basis and has all functions of an independent undertaking.

Two or more transactions between the same undertakings concluded during the period of less than two years shall be considered as one concentration, whereas the time of its occurrence is considered to be the day of the last executed transaction. The concentration of undertakings shall not be considered to occur if:

• bank or other financial institution or insurance company, in the course of its regular business operations temporarily acquires shares for further sale purpose, provided it sells them within one year from the date of acquisition and does not use them to influence the business decisions of undertaking in terms of its conduct on the market;
• investment fund management company or an investment fund acquires shares in an undertaking, provided that rights based on those shares are exercised only to preserve the value of its investment and that it does not affect the competitive behavior of the undertaking;
• the purpose of the joint venture is the coordination of market activities between two or more undertakings who retain their legal independence, whereas such joint venture is to be assessed pursuant to the rules applicable for restrictive agreements; or 
• bankruptcy manager acquires control over an undertaking.

Yes, in case the minority investment is considered as concentration and turnover thresholds are met.

Foreign-to-foreign transactions are captured by the merger control regime if the turnover thresholds are met, regardless of the local effect.

The concentration must be notified to the CPC in the case if:

• combined aggregate annual turnover of all undertakings concerned acquired worldwide in the preceding year is above EUR 100 million, with the condition that at least one undertaking involved in concentration on the market of Republic of Serbia generated a turnover exceeding EUR 10 million, or
• aggregate annual turnover of at least two undertakings involved in concentration acquired on the market of the Republic of Serbia is higher than EUR 20 million in the preceding year, if at least two undertakings involved in concentration acquired annual turnover of more than EUR 1 million each in same period on the market of the Republic of Serbia.

The filing is mandatory in case turnover thresholds are met.

Concentration must be notified to the CPC within the period of 15 days from the date of performing the first of the following acts:

• conclusion of an agreement;
• announcement of public invitation, i.e. takeover bid or closing of public invitation; or
• acquisition of control.

Also, LPC provides for the concentration to be notified before performing of the above acts, on the ground of letter of intent in which the parties demonstrate serious intention for acquiring of control.

Participants in concentration shall be required to refrain from the implementation of concentration until the CPC renders the decision on approval of the concentration. The same is applicable in the case of initiation an ex officio procedure.

Detailed rules on content and manner of submitting the notification form are contained in Form Regulation and Market Regulation. The notification form shall be filled both in hard copy and in electronic form, in the Serbian language. The notification form must contain, inter alia, information regarding concentration participants - their business activity, manner of generating the turnover in the Republic of Serbia, ownership and organizational structure, financial statements, top five biggest suppliers and buyers, and information regarding relevant product/service market(s) and relevant geographic market, competitors and participants´ and competitors´ market shares.

Fees for concentration notification amount to 0.03 percent of the combined turnovers of all undertakings concerned (however capped to the amount of EUR 25,000) in case of summary proceedings and 0.07 percent of the combined turnovers of all undertakings concerned (however capped to the amount of EUR 50,000) if the decision is rendered in ex officio proceedings.

CPC is obliged to decide within one month from the receipt of the complete notification form whether to clear the transaction in summary proceeding or to initiate investigation proceedings. A decision is rendered in one month if it can be reasonably expected that the concentration will not significantly restrict, distort or prevent competition on the territory of the Republic of Serbia or in a part thereof, particularly if such restriction, distortion or prevention is a result of creation or strengthening of a dominant position. If the CPC does not decide (clear the concentration in summary proceeding or open investigation proceeding) within one month, the concentration is deemed cleared.

However, should the CPC decide to open investigation proceeding, it has to decide ultimately whether to clear or prohibit the transaction within four months from the date of initiating investigation proceeding.

The time limits cannot be shortened by the parties, while the time limits begin to run only upon submission of the complete notification form.

Concentrations of undertakings shall be permitted, unless they significantly restrict, distort or prevent competition in the market of the Republic of Serbia or its part, and especially if that restriction, distortion or prevention is the result of creating or strengthening of a dominant position. The permissibility of concentration of undertakings shall be determined in relation to:

• structure of the relevant market;
• actual and potential competitors;
• the market position of participants in concentration and their economic and financial power;
• possibility of the choice of suppliers and customers;
• legal and other barriers to enter on the relevant market;
• level of competitiveness of participants in concentration;
• supply and demand trends of the relevant goods or services; 
• technical and economic development trends; and
• interests of consumers.

CPC can approve, conditionally approve or prohibit the notified merger.

If the CPC determines that the merger cannot be unconditionally cleared, the CPC shall invite the notifying party to propose the remedies and commitments it is willing to accept, in order to remedy identified competition concerns. If CPC deems that the remedies and commitments are appropriate, it shall render a decision on conditional approval, determining the commitments, parties´ obligations, monitoring procedures and the timeline for the implementation of the said commitments.

The following sanctions may be imposed for failure to file merger notification:

• payment of the pecuniary fine amounting up to 10 percent of the Serbian annual turnover generated in the year prior to the initiation of the proceedings by the CPC;
• a procedural penalty in the amount ranging from EUR 500 to 5,000 per day (capped to the 10 percent of the Serbian annual turnover generated in the year prior to the initiation of the proceedings) in case of failure to notify the concentration within 15 days mandatory deadline, if acting contrary to the CPC’s order; and/or
• de-concentration – in case the concentration is not permissible.

The following sanctions may be imposed for the implementation of a merger before clearance or of a prohibited merger:

• payment of the pecuniary fine amounting up to 10 percent of the Serbian annual turnover generated in the year prior to the initiation of the proceedings by the CPC; and/or
• de-concentration – in case the concentration is not permissible.

CPC may review mergers that are not notifiable pursuant to the turnover thresholds in case the CPC determines that the combined market share of undertakings on the market of the Republic of Serbia is at least 40 percent, by the initiation of an ex officio procedure.

Upon learning of the notifiable transaction, which was not notified, the CPC shall initiate the ex officio procedure requesting from the concentration participants submission of all data required for assessment of the concentration. After the assessment, the CPC can approve, conditionally approve or prohibit the concentration, impose de-concentration measures. In addition, CPC may also, initiate separate proceedings for imposing sanctions on the concentration participants.

Due to low turnover thresholds, the CPC is occupied with numerous merger notifications, which are thoroughly investigated, often by the CPC requesting additional information and documents. Decisions are for the most part rendered in summary proceedings. In the previous period, the CPC used more complex authorizations to a greater extent that are at its disposal in accordance with the LPC, including dawn raids. Also, the CPC had an accent on ex officio examination of concentrations that were implemented without clearance and imposed fines. It is an indicator that the CPC closely observes all concentrations falling within its scope irrespective of the size of an acquirer and a target, their ownership, and the legal basis of the concentration. Finally, in the cases of ex officio merger control procedures, the CPC conditionally approved the concentration, imposing both structural and behavioral measures.

Not applicable.