In July 2011 the Competition Authority launched a public consultation concerning changes to the Slovak merger control regime. The law amending the merger regime was adopted on October 19 2011 and will take effect as of January 1 2012.
The new merger control regulation, in line with the EU Merger Regulation (139/2004), abandons the dominance test as the substantive test for merger clearance and adopts the substantive impediment of effective competition test.
The amendment also revises the thresholds for merger review. In the past, notification was required when:
- the aggregate worldwide turnover of all parties to the concentration exceeded €46 million and the Slovak turnover of at least two parties exceeded €14 million each (under Test 1); or
- the Slovak turnover of one party to the concentration exceeded €19 million and the worldwide turnover of the other party exceeded €46 million (under Test 2).
As a consequence, these turnover thresholds triggered merger control review even in cases where a transaction would barely have an impact on the Slovak market - for example, when a multinational company with sales in Slovakia over €19 million acquired a company with no sales in Slovakia.
The new thresholds seek to reinforce the local nexus. A transaction is now notifiable only if:
- the aggregate Slovak turnover of all parties to the concentration exceeds €46 million and the Slovak turnover of at least two parties exceeds €14 million each (under Test 1); or
- the Slovak turnover of at least one merging party, the party being acquired or at least one of the parties creating a joint venture exceeds €14 million and the worldwide turnover of the other party exceeds €46 million (under Test 2).
Therefore, only transactions where the target generates sales in Slovakia that exceed the turnover thresholds are caught by the new merger control regime.
Finally, the new regime substantially reduces the timeframe for review in the first stage from 60 to 25 working days. However, this 25-day period starts only after notification has been completed. The amended regime is still very formalistic and requires a large amount of supporting documentation and translation into Slovak.