A. Current Legal Framework
Currently, merger notification thresholds in Slovakia are based solely on objective criteria, namely the achievement of prescribed turnover thresholds by the parties to a concentration.
Recently, the Slovak Antimonopoly Office (“AMO”) initiated a discussion on introducing a new call-in model that would supplement the existing turnover-based notification criteria. The proposed revision would be similar to call-in models already implemented in other European jurisdictions, such as Italy, Ireland, Slovenia, Hungary, and Norway.
In this context, the AMO published draft wording amending the Slovak Act on the Protection of Competition, which reflects its preliminary views on the proposed new rules.
B. Concerns of the AMO
The current notification thresholds have remained unchanged for more than 13 years. As a result, the existing turnover criteria fail to capture concentrations in low-turnover sectors, local markets, start-ups, or so-called roll-up acquisitions (in Slovakia particularly in the healthcare sector).
According to the AMO, there is also a need for an effective mechanism to address and regulate so-called killer acquisitions, whereby larger competitors acquire smaller rivals with the aim of eliminating competition.
This legal gap became a practical issue at the end of 2024, when the AMO lacked competence (due to unachieved turnover thresholds) to investigate the acquisition of the newspaper Nový čas – one of the largest players in the Slovak tabloid press market—by the Penta group, a significant incumbent that has historically been active in acquiring print periodicals and online media portals.
Consequently, the AMO considers the introduction of new rules reflecting rapid economic changes to be inevitable. The AMO expects approximately one to two concentrations per year to be reviewed under the new call-in model, with its focus directed toward the most problematic transactions and sectors.
C. New Notification Rules
Under the proposed rules, a concentration would be subject to AMO approval if the following cumulative conditions are met:
- The AMO invites the undertaking to notify the transaction as a concentration; and
- The AMO suspects that the transaction may significantly impede effective competition on the relevant market—particularly through the creation or strengthening of a dominant position (while this suspicion can be of course confirmed or refuted only through standard proceedings before the AMO); and
- The cumulative total turnover of the parties to the concentration in the Slovak Republic exceeds a prescribed amount, which has not yet been published and remains subject to internal discussion within the AMO. This turnover threshold is expected to be significantly lower than the current thresholds, while the local nexus requirement would exclude transactions without effects on the Slovak market.
In parallel, the AMO is also revising the existing turnover thresholds. The reduced number of transactions requiring mandatory approval is expected to free up capacity of AMO´s personal, allowing the AMO to focus on concentrations captured under the new call-in criteria.
D. Period for Intervention
Under the proposal, the AMO would be entitled to invite an undertaking to notify a concentration within six months of its conclusion or implementation. The precise triggering event remains under discussion.
Following the AMO’s invitation, the deadline for submitting the notification may not be shorter than 20 calendar days.
E. Voluntary Notification
Undertakings meeting the new turnover criteria introduced under the call-in model may voluntarily notify their transaction to the AMO even without an invitation. This option is intended to enhance legal certainty and to prevent subsequent intervention by the AMO.
F. Gun Jumping
If the concentration has not yet been implemented at the time the AMO delivers its invitation to notify, the undertaking may not exercise the rights and obligations arising from the transaction from the date of delivery until the AMO issues its final decision.
Similarly, if the concentration has not been implemented at the time of voluntary notification, the undertaking may not implement the transaction from the date of notification until final approval by the AMO.
It follows that gun-jumping rules and related sanctions apply only where the concentration has not been implemented prior to contact with the AMO. If implementation occurred earlier, the AMO may not impose gun-jumping sanctions, although it may still prohibit the concentration in standard merger proceedings.
G. Implementation Considerations
The introduction of a safe harbor in the form of a minimum Slovak turnover threshold enabling AMO intervention can be regarded as a significant benefit for undertakings engaged in acquisition activities.
On the other hand, the call-in model will require more extensive ex ante competition law assessments by the parties to a concentration, as well as potentially increased engagement with the AMO during pre-notification discussions.
Voluntary notifications may also result in an unexpected increase in filings for transactions that do not raise competition concerns but are notified out of caution. This could lead to delays not only in the review of voluntary notifications but also in mandatory notifications under the existing regime.
Ultimately, the effectiveness of the call-in model will depend on the AMO’s enforcement approach, its prioritization strategy, and its identification of sectors where call-ins are more likely. In this regard, the publication of AMO guidance identifying such sectors and clarifying its enforcement approach would enhance legal certainty and help avoid unnecessary notifications that could otherwise impose an excessive administrative burden on the AMO.
Ivan Gašperec, Partner, NOMUS Law Firm
Jozef Boledovič, Senior Associate, NOMUS Law Firm
