Merger notification

A concentration between undertakings arises when an event leads to a change of control on a lasting basis. All undertakings on all markets are subject to obligatory notification of a concentration in line with Article 15 of the Croatian Competition Act and the Regulation on notification and assessment of concentrations, OG 38/11.

In other words, any undertaking is obliged to notify any proposed concentration to the CCA where the following criteria under Article 17 of the Competition Act are cumulatively met:

1.    the total turnover (consolidated aggregate annual turnover) of all the undertakings – parties to the concentration,        realized by the sale of goods and/or services in the global market, amounts to at least HRK 1 billion in the financial year preceding the concentration and in compliance with financial statements, where at least one of the parties to the concentration has its seat and/or subsidiary in the Republic of Croatia, and

2.    the total turnover of each of at least two parties to the concentration realized in the national market of the Republic of Croatia, amounts to at least HRK 100,000,000 in the financial year preceding the concentration and in compliance with financial statements.

As an exception, in the media sector, pursuant to the Media Act media publishers – parties to the concentration are obliged to notify any media merger to the CCA in the case of a change of control on a lasting basis within the meaning of competition rules but regardless of the legally stipulated total turnover thresholds. The CCA assesses such concentrations exclusively in the sense of competition rules.

The creation of a joint venture by two or more independent undertakings performing on a lasting basis all the functions of an autonomous economic entity also constitutes a concentration within the meaning of the Competition Act.

Where the parties to the concentration fail to notify the concentration for assessment of its compatibility, provided there is a legal obligation to do so, the CCA will impose a fine on the parties to the concentration concerned in the amount of up to one per cent of their total turnover.