Merger parties

In the case of a merger referred to in Article 17(1/1) of the Law on Protection of Competition (Official Gazette of the RS 51/09 and 95/13, hereinafter – the Law), the parties to the merger are understood to be all undertakings involved in the status change.

In the case of a merger referred to in Article 17(1/2) of the Law, the parties to the merger are understood to be the undertaking acquiring direct or indirect control (acquirer of control or notifying party pursuant to Article 63(3) of the Law) and the undertaking or a part of an undertaking over which control is acquired. Regarding the applicability of said article, i.e. determination of requirements for merger notification, the acquirer of control is the whole group of companies within which the notifying party operates and is a part thereof within the meaning of Article 5 of the Law.

The subject of a takeover or acquisition of control may refer to a group of companies (target company group) or a target company (undertaking over which control is acquired) or target operations (part of an undertaking over which control is acquired). The seller is not treated as a party to the merger unless it retains joint control over the target after the acquisition.

In the case of a merger referred to in Article 17(1/3) of the Law, the parties to the merger are understood to be all undertakings acquiring joint control and the undertaking or a part of an undertaking over which control is acquired. All undertakings in a joint venture founded to create a new undertaking are understood to be the parties to the merger (each notifying party or founder of a new joint venture company).

In the case of a merger referred to in Article 17(2) of the Law, the parties to the merger are understood to be the acquiring undertaking and the undertakings or parts of an undertaking over which control is acquired in each individual transaction/merger between the same undertakings.

Turnovers as financial thresholds for mandatory merger notification
The aggregate annual turnover is the sum of operating, financial and other income before tax, generated in the financial year preceding that of the procedure initiated pursuant to Article 7 of the Law .

In the case of affiliated undertakings within the meaning of Article 5 of the Law, the aggregate annual turnover is calculated as the sum of all aggregate turnovers (consolidated turnovers) generated by undertakings considered to be affiliated and which belong to the group as the notifying party (acquirer of control).

The turnover of the target group of companies (group of affiliated undertakings over which control is acquired) or the target company (undertaking over which control is acquired) or target operations subject to the acquisition of control, shall only include the turnover relating to said target group (consolidated turnovers) or the target company or target operations.

Where control over a part of an undertaking is acquired in a merger transaction, the combined aggregate annual turnover of the merger parties shall be calculated as the sum of the turnover generated by the acquirer of control (including the aggregate annual turnovers of all undertakings with whom the acquirer of control is considered to be affiliated within the meaning of Article 5 of the Law) and turnover of only that part of an undertaking over which control is acquired (or target operations subject to the acquisition).

The combined aggregate annual worldwide turnover of all participating undertakings in the preceding financial year (in excess of 100 million euros) within the meaning of Article 61(1/1) of the Law, also contains (implies) the turnover generated in the market of the Republic of Serbia irrespective of whether or not the undertakings as the notifying parties are domestic or foreign companies (groups). The second cumulative requirement referred to in Article 61(1/1) is that at least one merger party (either of the merger parties) has generated revenue in the market of the Republic of Serbia (via registered subsidiaries or placement of products/services in the market of the Republic of Serbia) in excess of 10 million euros.

The aggregate annual turnover shall not count against the turnover generated by the merger parties in a reciprocal exchange.

When determining the obligation to file a merger notification, the Commission shall apply Points 1) and 2) referred to in Article 61(1) of the Law as alternatively set thresholds.