Concluding an M&A deal in Slovakia requires notifying the AMO (Slovakia's main financial regulator) transaction; however, no strict deadline is set for submitting a notification.
The notification can also be submitted to the regulator prior to the conclusion of an M&A deal in Slovakia. The document must contain some basic facts about an upcoming deal & documentation confirming them. Failure to do so may result in a fine being imposed. Its amount can be:
- up to the enterprise’s ten percent turnover (in a preceding fiscal year);
- up to three hundred thirty thousand euros (for companies having no turnover or whose turnover can’t be calculated).
Taxes & Responsibilities
Responsibility for filing a notification lies with both parties & depends on a transaction’s complexity. Normally, a notification must be submitted:
- by both parties (if more than two independent enterprises are being acquired);
- by a selected bidder (for public tenders);
- by parties to an agreement (as required by relevantly authorised government agencies & pursuant to relevant legislative acts);
- by an acquirer (if a proposal for a takeover was made).
Pursuant to the AFA, submitting a notification requires paying a fee of five thousand euros. The legal basis for paying a fee is an AMO-issued payment order. Companies involved in a transaction are unable to exercise the obligations/rights arising from signing an M&A agreement in Slovakia until the Antimonopoly Commission authorizes an M&A transaction in Slovakia.
However, there’s exceptions to that rule:
- bidders can make an offer for purchasing a Slovak company, if they refrain from exercising their voting rights arising from an offer (for public tenders);
- takeovers or transactions involving securities can be carried out if bidders have informed the regulator of their plans (for public offers).
- the enterprise’s future owner refrains from exercising their voting rights associated with transaction-related securities; if they do, their sole reason for doing so will be to retain their nvestment’s full value based on the AMO’s permission.
Normally, transactions involving foreign investments are treated the same way as local ones. Fines for purchasing a company in Slovakia prior to obtaining permission also apply if two or more foreign companies are merged or taken over.
Under Slovakian legislation, a ‘short’ notice must be submitted if:
- an entity intends to acquire full control over another entity over which it already exercises control;
- stakeholders’ aggregate market share is less than fifteen percent.
A ‘short’ notice must contain:
- general info about parties;
- transaction’s description;
- info on capital, including personnel & financial statements;
- general info about the market, parties’ market shares & competitors;
- transaction’s reasons & consequences, including its impact on competition;
- information about other applicable authorities;
- basic documentation.
If the criteria for submitting a notice aren’t met, a ‘long’ notice must be submitted. In addition to the limited information contained in the short notice, it requires parties to furnish sufficient data on the markets concerned & their functioning.
Any M&A deals must be reported to Slovakia's Antimonopoly Commission. The notification must contain basic information about a transaction, parties & reasons for signing an M&A deal in Slovakia. Failure to submit a notification may result in the imposition of a fine.
You can find out more about acquiring a company in Slovakia or require a consultation on the regulation of M&A transactions in Slovakia by contacting IQ Decision UK.