The Serbian national competition authority (NCA) – the Commission for Protection of Competition – has issued another modest gun-jumping fine, continuing its lenient approach to such offences. This time, the recipient of the fine is a Serbian company MAT-REAL ESTATE d.o.o., related to the acquisition of a local company.
Who is the infringing company?
The company that violated the Serbian gun-jumping rules in this case is a Serbian company active in the management of real estate. It is part of a large Serbian corporate group “Matijevic”, which is active across several industries (including agriculture, real estate, and hotel and restaurant operation).
In the infringement decision, the Serbian NCA noted that all companies belonging to the Matijevic group represent one undertaking within the meaning of the Serbian Competition Act. Accordingly, when calculating whether the merger filing threshold was exceeded in this case, the NCA took into account the turnover generated not only by the direct acquirer but also by other companies from the same corporate group.
Who was the target in the unnotified transaction?
The target in the transaction investigated by the Serbian NCA was a local company in insolvency. Prior to becoming insolvent, the target was active in the production of radiators and boilers for central heating. The target is based in the northern Serbian city of Zrenjanin.
How was the transaction realized?
According to the finding of the Serbian NCA, the unnotified transaction was realized in 2021, when the infringing company acquired the target through insolvency proceeding. The acquirer acquired the target as a company (rather than as assets). Prior to acquiring control over the target, the acquirer had failed to notify the acquisition to the Serbian NCA.
How did the NCA learn about the unnotified transaction?
It appears that the Serbian NCA learned of the unnotified transaction through documentation about the acquisition it found on the website of the Serbian company register (the Serbian Business Registers Agency). This is interesting as it shows that the NCA may learn of unnotified transaction by following the changes and documentation that appear in the publicly available company register.
How long did the gun-jumping proceeding last?
The proceeding in which the Serbian NCA examined the unnotified transaction and assessed the existence of a gun-jumping violation lasted almost year and a half (from September 2021 to January 2023).
In that context, the Serbian NCA in the infringement decision expressly stated that the deadlines for its examination of a transaction laid down in the Serbian Competition Act (one month for Phase I and four months for Phase II proceedings) do not apply in gun-jumping investigations (i.e. when the watchdog is examining a transaction which the parties failed to notify before implementing it).
What was the amount of the gun-jumping fine?
In the end, the Serbian NCA established that the acquirer had indeed committed a gun-jumping offence and fined it approximately EUR 62,000. In reasoning the amount of the fine, the NCA cited that the amount is appropriate for the purpose of prevention of gun-jumping offences in the future, by the same company and other potential infringers alike.
Key takeawaysFrom this latest gun-jumping decision of the Serbian NCA, we can learn three things:
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For additional information about merger control in Serbia, please contact Dr. Dragan Gajin, Head of Competition at Doklestic Repic & Gajin.