Yes.

The Slovenian Competition Protection Agency (the "CPA").

The European Commission shall examine concentrations in accordance with the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the "EC Merger Regulation").

The national merger filing requirements are determined by the Prevention of Restriction of Competition Act (the "Act"). The EC Merger Regulation applies with respect to merger filings to the European Commission. Such filings are not further described in the responses to this questionnaire.

Additionally, the detailed rules on the merger control notification are outlined in the Decree on the Concentration of Companies Notification Form.

A concentration arises where a lasting change of control results from: (i) the merger of two or more previously independent undertakings or parts of undertakings; or (ii) the acquisition, by one or more natural persons who already control 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; or (iii) the creation of a joint venture by two or more independent undertakings.

“Control” as used in the above description means rights, contracts and/or any other means that confer the possibility of exercising decisive influence over an undertaking or part of an undertaking, and in particular: (i) ownership or the right to use all or part of the undertaking's assets; (ii) rights or contracts that confer a decisive influence on the composition, voting or decisions of the bodies of the undertaking.

“Control” is acquired by persons or undertakings that: (i) are holders of rights or entitled to rights under the relevant contracts; or (ii) while not being holders of such rights or entitled to such rights under the relevant contracts, have the power to exercise the rights deriving from those contracts.

However, no concentration arises when banks, insurance companies, savings institutions or other financial institutions – the normal activities of which include transactions and dealing in securities for their own account or for the account of others – hold on a temporary basis business shares that they have acquired in an undertaking with a view to reselling them, provided that (i) they do not exercise voting rights in respect of those business shares with a view to determining the competitive behavior of that undertaking or (ii) they only exercise such voting rights for the purposes of the disposal of such business shares, and further provided that they dispose of such business shares within one year of the date of acquisition (whereby the CPA is entitled upon request to prolong this one-year term).

Yes, if the "control" condition is met, either independently or jointly.

Foreign-to-foreign transactions are captured by the Act if they meet the prescribed notification thresholds. The mere meeting of such thresholds is sufficient and effectively creates a presumption of local effect.

In order for a concentration to be notifiable to the CPA, the following two thresholds need to be met: (i) the total annual turnover of the undertakings involved in the merger, together with other undertakings in the group, on the Slovenian market in the preceding business year exceeded EUR 35 million; and (ii) the annual turnover of the acquired undertaking, together with other undertakings in the group, on the Slovenian market in the preceding business year exceeded EUR 1 million.

The CPA may also assess concentrations that do not meet the above-mentioned thresholds if the undertakings concerned, together with other undertakings in the group, hold more than a 60% market share in the Slovenian market. The CPA must be informed about such concentrations and may request the concerned undertakings to notify the concentration, no later than 25 working days from the date on which it receives notification of the implementation of such concentration.

Notwithstanding the aforementioned thresholds, the CPA does not need to be notified of a concentration if it is to be assessed by the European Commission in accordance with Regulation 139/2004/EC.

The filing is mandatory, provided that the notification thresholds are met.

The concentration must be notified prior to its implementation, but in any case no later than 30 days following the earliest of (i) conclusion of the (first binding) contract, (ii) announcement of the public bid, or (iii) acquisition of control.

The notifying parties may not exercise the acquired rights and obligations until the CPA has issued a decision that the concentration is compliant with the competition provisions. If the CPA requested the parties to notify the concentration after its implementation, the parties must cease the implementation of the concentration. Any acts contravening the above two paragraphs shall be null and void. Exceptionally, the CPA may, upon the respective undertaking's request, allow the concentration to be implemented in a limited scope and under certain conditions if the undertaking shows that such implementation is necessary to maintain the value of the acquisition or in order to provide services of public interest.

In addition to the general information about the parties to the concentration and a description of the transaction, the following information and documents must also be provided:

• the transactional documents;
• any documents prepared by the parties for the purposes of evaluating the transaction;
• the parties turnover for the last three years; – the size and value of the relevant markets;
• parties' market shares on the relevant markets; and
• additional information about the relevant markets (i.e. competitors, the meaning of imports and exports, the parties' expectations regarding market development, R&D, etc.).

The Decree on the Concentration of Companies Notification Form determines the notification form and contains a detailed description of its contents.

Yes, a filing fee in the amount of EUR 2,000 must be paid upon filing the notification with the CPA.

Within 25 working days from complete notification, the CPA shall issue a decision that the concentration: (i) is not subject to the competition provisions; (ii) does not raise serious competition concerns; or (iii) does rise serious concerns, in which case the CPA shall proceed with Phase II investigations. Within 60 working days of initiating Phase II investigations, the CPA shall issue a decision with which it shall either approve or forbid the concentration. If the parties propose commitments to the CPA, Phase II may be prolonged by additional 15 working days. The above time limits may not be shortened or prolonged, however the CPA may (and does in practice) request the parties to provide further supplements to the notification before considering the notification as complete, thereby delaying the moment at which the above time limits begin to run. Moreover, the Act provides that the deadlines for the issuance of the CPA Phase I or Phase II decisions shall not run if the CPA has requested additional clarifications from the parties and the parties fail to provide the clarifications within the time limit set by the CPA.

In addition to the abovementioned proceedings, the CPA may carry out an assessment of a notified concentration under a simplified procedure, if the notified concentration does not give rise to competition concerns or in the case of concentrations that are normally approved without any serious doubt and where no special circumstances are present. The CPA may assess a concentration in a simplified procedure if one of the following conditions is met: (i) there is no horizontal or vertical relationship between the undertakings involved in the merger; (ii) the combined market share of all undertakings involved in the merger in respect of horizontal relationships does not exceed 15% under all plausible market definitions; (iii) the individual or combined market share of the undertakings involved in the merger in respect of vertical relationships does not exceed 25% in any of the vertically related markets under all plausible market definitions; (iv) an undertaking involved in the merger, together with other undertakings in the group, obtains sole control over an undertaking over which it already exercises joint control.

Notwithstanding the above, the CPA shall not assess the concentration under the simplified procedure when certain special circumstances are present, e.g. relevant markets or market shares are difficult to define; at least two undertakings involved in the merger are active, together with other undertakings in the group, in closely connected adjacent markets.

Concentrations that would significantly impede effective competition on the territory of the Republic of Slovenia or on a substantial part of it, especially as a result of creating or strengthening a dominant position, shall be prohibited.

The CPA evaluates concentrations primarily on the basis of the parties' market position, their financing options, market structure, alternatives available to suppliers and users, their access to sources of supply or markets, any legal or other barriers to entry, supply and demand trends for the relevant markets, the interests of intermediate and ultimate consumers and the development of technical and economic progress, provided that such progress is to consumers’ advantage and does not constitute an obstacle to competition.

If the creation of a joint venture has as its object or effect the coordination of competitive behavior between competitive undertakings that remain independent, such coordination shall be assessed in accordance with the criteria for prohibited restrictive agreements.

The CPA may either approve or prohibit a merger. In case commitments are offered by the parties and accepted by the CPA, the CPA's decision shall also determine the commitments, the parties' obligations in respect of fulfillment and monitoring of the commitments, and the timeline for the implementation of the commitments.

Yes, the notifying parties may propose commitments to the CPA and the CPA shall accept any such proposed remedies which it deems appropriate to eliminate any serious doubts about the compatibility of the concentration with the competition rules.

The following fines may be imposed on the undertakings that out of negligence or intentionally fail to notify the CPA of a concentration governed by the provisions of the Act, or fail to notify the concentration within the prescribed time limit: (i) on a legal entity or entrepreneur, a fine of up to 10% of the annual group turnover in the preceding business year; (ii) on the responsible individual of a legal entity an entrepreneur, a fine between EUR 5,000 and EUR 30,000; and (iii) on a natural person who already controls at least one undertaking, a fine between EUR 3,000 and EUR 15,000.

Moreover, under the Slovenian Criminal Code, a person who in the course of carrying out an economic activity brings about a prohibited concentration and thereby limits or substantially distorts competition on the Slovenian market or the EU market or a substantial part thereof, or substantially affects the trade between the Member States and which results in substantial proceeds for the concerned undertaking or substantial losses to another undertaking shall be punishable by terms of imprisonment from 6 months to 5 years.

Finally, under the Slovenian Liability of Legal Persons for Criminal Offences Act the legal entity may also be found guilty of the above-described criminal act if the committer of the criminal act performed such an act in the name, on account or for the benefit of the legal entity. The following penalties by be imposed upon the legal entity: (i) monetary penalty between EUR 10,000 and EUR 1,000,000, or if the entity caused monetary loss to a third party or itself gained illegal monetary benefit the penalty may amount to 200 times the amount of such loss or benefit; (ii) assets forfeiture; (iii) termination of the legal entity; and (iv) a ban on disposal with securities owned by the legal entity.

The following fines may be imposed if the concentration is implemented before clearance or if a decision of the CPA in respect of a concentration is not observed:(i) on a legal entity or entrepreneur, a fine of up to 10% of the annual group turnover in the preceding business year; (ii) on the responsible individual of a legal entity an entrepreneur, a fine between EUR 5,000 and EUR 30,000; and (iii) on a natural person who already controls at least one undertaking, a fine between EUR 3,000 and EUR 15,000.

Moreover, under the Slovenian Criminal Code, a person who in the course of carrying out an economic activity brings about a prohibited concentration and thereby limits or substantially distorts competition on the Slovenian market or the EU market or a substantial part thereof, or substantially affects the trade between the Member States and which results in substantial proceeds for the concerned undertaking or substantial losses to another undertaking shall be punishable by terms of imprisonment from 6 months to 5 years.

Finally, under the Slovenian Liability of Legal Persons for Criminal Offences Act, the legal entity may also be found guilty of the above-described criminal act if the committer of the criminal act performed such an act in the name, on account or for the benefit of the legal entity. The following penalties by be imposed upon the legal entity: (i) monetary penalty between EUR 10,000 and EUR 1,000,000, or if the entity caused monetary loss to a third party or itself gained illegal monetary benefit the penalty may amount to 200 times the amount of such loss or benefit; (ii) assets forfeiture; (iii) termination of the legal entity; and (iv) a ban on disposal with securities owned by the legal entity.

As already mentioned above, the CPA may assess concentrations that do not reach the thresholds specified in the Act, provided that the companies involved in the merger, together with other companies in the group, have a combined market share higher than 60% in the Republic of Slovenia. The CPA may request that the companies involved in the merger inform it about the concentration within 25 working days from the day they received the notice of such a concentration.

If it is likely that a concentration falling under the provisions of the Act has been implemented but the undertakings failed to notify it, the CPA shall initiate ex officio procedure for the appraisal of the concentration by issuing an order on the commencement of the procedure.

In the course of the procedure for the appraisal of a concentration that was not duly notified to the CPA, the CPA may, ex officio decide that the concentration falls within the scope of the provisions of the Act and prohibit undertakings, competent authorities and holders of public authority from exercising voting, management, property and other rights and obligations arising from the concentration until a decision declaring the concentration compatible with the competition rules is issued.

The CPA reviews the notified concentrations rather in detail and often requests the parties to provide additional information and clarifications. However, most concentrations are approved within Phase I investigations and commitments are rarely required.

Not applicable.