On 14 June 2024, the Serbian Competition Commission (the “Commission”) initiated two proceedings against companies belonging to the Agromarket Group for allegedly implementing notifiable concentrations without obtaining prior approval from the Commission. The acquisitions occurred in 2020 and 2024 and both concern targets located outside of Serbia.
The first gun-jumping investigation involves the acquisition of a Slovenian hotel by a Serbian subsidiary of Agromarket Group in May 2024. This acquisition likely caught the Commission’s attention due to substantial media coverage in Serbia. Furthermore, the transaction was notified to the Slovenian competition authority, which published its decision on the concentration on its website in December 2023. The Commission bolstered its case by reviewing records from the Slovenian Business Register and Slovenian Cadaster Office, which documented the change of ownership of the hotel from the previous owner to Agromarket.
The second investigation targets Villager Ljubljana, a Slovenian subsidiary of Agromarket Group, for its acquisition of the Slovenian company Semenarna Ljubljana in 2020. Arguably the Commission discovered this acquisition while preparing the first case related to the hotel acquisition. The Commission concluded that Villager Ljubljana implemented an allegedly notifiable concentration without obtaining prior approval, based on publicly available information from the Slovenian Business Register and Agromarket’s website.
Further investigation into financial statements published on the Serbian Business Register Agency’s website revealed that the Agromarket Group has exceeded the legally prescribed merger filing thresholds. Consequently, the Commission alleges that there was a mandatory merger filing obligation for both acquisitions.
The Serbian Competition Law provides that the fine for gun-jumping can be up to 10% of the turnover of the acquirers group generated in Serbia in the year preceding the initiation of proceedings.
These two investigations are not the first instances where the Commission scrutinized the acquisition of a target not located in Serbia. In October 2022, the Commission initiated a gun-jumping investigation against a Serbian e-commerce platform concerning the acquisition of a company registered in North Macedonia. The decision of the Commission is pending.
As a result, it appears that these latest investigations may reflect a continuation of the Serbian Commission’s practice of monitoring and analyzing concentrations in neighboring countries when the Serbian merger filing thresholds are met.
The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.
By Bojana Miljanovic Hussey and Bojan Vuckovic, Partners, and Sanja Dedovic, Associate, Karanovic & Partners
