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Process and timing
Is the notification process voluntary or mandatory?Greece
Concentrations which fall under the definition provided in Article 6 of the Law on the Protection of Competition (3959/2011) and which meet the following thresholds are subject to mandatory pre-merger notification:
- the combined aggregate worldwide turnover of all of the undertakings concerned is at least €150 million; and
- cumulatively, the aggregate turnover of each of at least two of the undertakings concerned in the Greek market exceeds €15 million.
The above turnover thresholds apply for all market sectors except mass media, where special legislation (Law 3592/2007) defines the respective thresholds.
What timing requirements apply when filing a notification?
Although the EU Merger Regulation (139/2004) does not provide a notification deadline, it is in parties’ interest to act quickly in order to obtain clearance and implement a merger.
In Greece, notification must be made within 30 days from:
- the entry into an agreement;
- the publication of an offer or exchange; or
- an undertaking becoming obliged to acquire participation, which secures the control of another undertaking.
What form should the notification take? What content is required?
The HCC, which determines the form and content of the notification, has issued a draft notification form (Decision 558/VII/2013) and a separate form for submitting remedies. These templates generally follow the European Commission’s guidelines in format and aim to make clear to notifying parties the minimum information that must be provided as part of a notification. The notification form must be submitted in Greek, together with all of the supporting documents.
Is there a pre-notification process before formal notification, and if so, what does this involve?
No – the HCC has no formal or standard pre-notification process.
Can a merger be implemented before clearance is obtained?
No – if a merger is implemented before clearance is obtained from the Hellenic Competition Commission (HCC), or is implemented contrary to a prohibition issued by the HCC, the undertakings concerned will be subject to serious penalties (eg, a fine and the concentration being declared invalid).
However, if the HCC prohibits a merger’s implementation before issuing clearance, this does not prevent a concentration in the following exceptional cases:
- where an acquisition of control follows a public offer or other stock exchange transaction, provided that:
- the relevant actions are notified in time (ie, within 30 days from the date of the transactions); and
- the buyer does not exercise its voting rights relating to the acquired titles (unless it does so after receiving a special permit from the HCC in order to maintain the value of its investment); and
- where the HCC has granted special permission (derogation) in order to avoid serious damages to one or more of the undertakings participating in the concentration or a third party.
Guidance from authorities
What guidance is available from the authorities?
If the notification is incorrect or misleading and the HCC cannot evaluate the notified concentration, the HCC will advise the notifying parties accordingly within seven days from receiving the notification. Further, if the undertakings do not meet their obligation to supply information, the HCC will communicate with the notifying parties accordingly. In such cases, the deadlines will be suspended and will restart on the date on which the requested information is submitted.
What fees are payable to the authority for filing a notification?
At present, there is a €1,100 filing fee.
Publicity and confidentiality
What provisions apply regarding publicity and confidentiality?
A summary of the notification must be published in a daily financial newspaper and on the HCC’s website, so that third parties (eg, competitors, suppliers, customers and customer associations) can learn of the transaction and comment on it to the HCC. The contents of the notification and its supporting material may be treated as confidential, if so claimed and justified by the notifying party.
Are there any penalties for failing to notify a merger?
A penalty will be imposed for late notification, even if the parties have not yet implemented the concentration or the concentration has already been finally approved.
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