How to Notify a Merger

1. Pre-notification contacts

Preparing a merger notification is a complex procedure, hence the Office recommends the undertakings to request an informal and confidential discussion on a merger, so called pre-notification contacts. Pre-notification contacts may significantly contribute to higher efficiency of procedure of a merger approval. Parties to the merger are recommended to initiate the pre-notification contacts even in mergers which at first glance appear to be seamless.
 
Pre-notification contacts with the Office are not an administrative proceeding or formalised contacts. It is a preliminary discussion, which generally takes place at the stage when undertakings prepare the transaction or prepare a merger notification or gather information necessary to assess the obligation to notify merger to the Office. These consultations are useful and beneficial to both parties. Undertakings have an opportunity to informally discuss with the Office also partial issues related to the obligation to notify a merger, as well as to agree on the scope of the information and documents submitted.  The Office, on the other hand obtains information on the transaction rather than from the formal notice, which helps a more effective assessment of the transaction and in the end it may significantly speed up the whole administrative procedure.

Details on pre-notification contacts are available in document Guidelines on pre-notification contacts in the procedure of merger assessment.

2. Determination of parties to the merger

In the process of identifying whether the merger of undertakings is subject to the control of the Office it is necessary to properly determine the parties to the merger. Similarly, within submitting documents and information which are to be included in a merger notification pursuant to the Article 10, par. 9 of the Act and which are laid down in the Decree No. 170/2014 of the Antimonopoly Office of the Slovak Republic laying down details of parculars of a notification of concentration, it is important to rely on proper determination of parties to the merger. This would prevent the undertakings from the undue prolongation of the period when the notification of a merger is not complete and the period to issue the decision in the matter of a merger pursuant to the article 11 of the Act is suspended.
 
Therefore the Office issued the guideline Merger parties, which should assist the undertakings to properly determine the parties to the merger. If the undertaking has nevertheless doubts , he/she may follow the Guidelines of the Office on pre-notification contacts in the procedure of the assessment of mergers.

3. Who notifies a merger

The Act distinguishes who the notifier of a merger is pursuant to the Article 10, par. 8 as follows:

a) in the case of a merger or amalgamation of two or more independent undertakings the notification of a concentration shall be jointly submitted by the parties to the concentration,
b) in the case of a public tender, the notification shall be submitted by the selected bidder,
c) in the case of a decision issued by a state authority on a merger or amalgamation of undertakings pursuant to special legislation, the notification shall be submitted by the parties to the concentration jointly,
d) in case of acquisition bid, it is the proposer of an acquisition bid,
e) in other cases the notification shall be submitted by the undertaking or undertakings that acquire control over another undertaking or part of another undertaking or over more undertakings or their parts.

4. When to notify a merger

Notification of a merger may be submitted to the Office also before a contract is concluded or before another legal fact founding merger, amalgamation, acquisition of control or establishment of a joint venture occurs, providing that it shall result in a concentration being subject to the control of the Office. (article 10, par. 10 of the Act).

If the undertaking does not make advantage of the previous option, pursuant to the article 10, par. 7 of the Act, the concentration should have been notified  before the rights and obligations resulting from a merger are executed and after:

a) a contract is concluded;
b) an acceptance of a bid in a public tender is announced;
c) a state authority's decision is delivered to an undertaking;
d) an announcement of an acquisition bid;
e) the day when the Commission informed an undertaking that the Office will deal with the matter; or
f) the day when another fact occurred based on which a concentration has arisen.

5. What is the form of a merger notification

A notification of merger can be submitted by post to the address:
Antimonopoly Office of the Slovak Republic
Drieňová 24
826 03 Bratislava
Slovak Republic
 
Notification can be also submitted personally at the Registry office of the Antimonopoly Office of the Slovak Republic from Monday to Friday from 8:30 till 14:00.
 
Notification can be submitted also electronically through an e-mail message signed by digital signature and sent to the address podatelna@antimon.gov.sk. More information at E-Registry.

6. What are the particulars of a merger notification

The aim of the Office in the area of mergers is to effectively and properly assess their impact on the market. Regarding this fact the Office requires the undertakings to submit the detailed information and background documents within the notification of merger.

Detailed description of required particulars of a Merger notification and procedure of submitting the Merger notification is set in accordance with the Artice 10 par. 9 Decree No. 170/2014 of the Antimonopoly Office of the Slovak Republic laying down details of parculars of a notification of concentration.

Notification shall include:

a) summary desciption of the merger, 
b) basic information on parties to the merger,
c) detail description of the merger,
d) data on control and personnel interconnection of merging parties,
e) general information on the market,
f) definition of affected markets and potetially affected markets,
g) information on affected markets and potetially affected markets,
h) general conditions on affected markets and potetially affected markets,
i) cooperative effects of a joint venture,
k) reasons for and effects of the merger and impact on competition,
l) information on a merger notification to other competition authorities,
l) background documentation,

Merger notification shall be submitted on a form, which template is given in the Annex 1 of the Decree.

Simplified merger notification

If the reason for reduction of the scope of information and documents pursuant to the Article 10 par. 9 of the Act merger cases is referred to the Article 1 par. 2 of the Decree the notifier may submit a merger notification with the parculars pursuant to par. 1 a) to e) and i) to l). In such cases, the merger notification is submitted on the form which template is given in Annex. 2 of the Decree. The undertakings are strongly advised to use pre-notification contacts in the assessment whether a merger falls within one of the categories set out in the Article 1 par. 2 of the Decree. 

If the Office during the procedure finds out that the narrowed scope of submitted information is not sufficient for the decision, it may call the undertaking upon its completion. Call for completion a merger notification suspends the period for issuing a decision. The period begins to run only after completion of merger notification.

A merger notification has to be signed by the person authorised to act on behalf of the undertaking, who is obliged to notify a merger. Provided the undertaking is in the proceedings represented by a legal representative, it is necessary to submit a power of attorney, under which a legal representative is authorised to act on behalf of the undertaking. At the same time, it is necessary to supplement the documents with the declaration of authenticity and completeness of the submitted documentation, which template is given in the Annex 4 of the Decree. Together with a notification the undertaking also submits a separate version of a notification without business secrets and confidential information. A merger notification including all enclosures shall be submitted in the Slovak language. In case of foreign language documents and information, the undertaking submits their officially verified translation in the Slovak language. If a non-officially verified translation is submitted to the Office, an undertaking must also submit the statutory declaration on verity and completeness of translations.

Annex. 3 of the Decree contains the required supporting documentation that must be submitted with the merger notification.

7. Payment of an administrative fee

It is necessary that the submitted documentation referring to merger notification contains also proof of payment of the administrative fee under the item 212 of the Tariff of administrative fees of the Act no. 145/1995 Coll. on administrative fees as amended. 

Data necessary for payment of administrative fee:

Account number:        7000060849/8180
Account registered in: Štátna pokladnica
Constant symbol:        8148
Variabile symbol:        Undertaking gives the ten-figure number, where:
                                 - first two figures are 00,
                                 - next figures are dates of delivery of notification to the Office (in case of personal notification) or dates of sending by post. Final form of variable symbol is 00ddmmyyyy.
Message to the recipient / Note:    Undertaking gives the trade name/name or name and surname of a notifier or any of the merger notifiers.




 

Last update: 30.03.2015