SERBIA Trends and Developments Contributed by: Uroš Popović and Tina Petrić, Drašković Popović & Partners
infringements, as undertakings may gain insights into confidential business information about competitors. Therefore, it should be ensured that employees involved in the process: • comply with data confidentiality agreements, espe - cially under competition regulations; • do not share information learned about competi - tors with other employees of companies involved in transactions executing a concentration; and • in the most extreme cases, consider creating a “clean room” with sensitive data and limiting access to it only to the minimum number of profes - sionals involved in the process. Insights from Serbia’s Latest Merger Control Cases Continued Ex Officio AFROMARKET – AM HOTEL In one of the Serbian Commission’s latest merger control cases initiated ex officio, proceedings were opened against AGROMARKET DOO KRAGUJEVAC on the grounds of a suspected gun-jumping infringe - ment, namely the implementation of a concentration without prior approval in accordance with the Law. According to the Commission’s preliminary findings, the concentration arose through AGROMARKET’s acquisition of sole control over the Slovenian compa - ny AM Hotel, d.o.o. (formerly AVF Hotel), by acquiring a 100% shareholding. The Commission relied, inter alia, on publicly available information published by the Slovenian Competition Protection Agency, which had previously reviewed the same transaction and concluded that it did not meet the Slovenian turnover thresholds for mandatory merger notification. The Serbian Commission further established that AM Hotel owns the real estate on which the Austria Trend Hotel Ljubljana is located. In assessing whether the transaction was subject to mandatory notification in Serbia, the Commission examined the consolidated financial statements of the AGROMARKET group and concluded that the applicable Serbian turnover thresholds were met, given that the group generated worldwide revenues exceeding EUR100 million and revenues exceeding EUR10 million in Serbia in the relevant financial year.
The Commission also determined that the transaction had not been notified in Serbia prior to implementa - tion. The proceedings are currently ongoing, and the Com - mission is undertaking evidentiary actions aimed at fully and properly establishing the relevant facts of the case. VILLAGER SLOVENIA – SEMENARNA SLOVENIA The Serbian Commission for Protection of Competition has initiated ex officio proceedings against VILLAGER, trgovina na debelo, d.o.o. (Slovenia), in relation to a suspected gun-jumping infringement concerning the implementation of a concentration without prior merg - er clearance. The case concerns the acquisition of sole control over SEMENARNA Ljubljana, proizvodnja in trgovina, d.o.o. through the acquisition of 100% of its share capital. Based on publicly available data from the Slovenian business register, the Commission established that the transaction was completed in March 2020, with a subsequent change in management recorded in April 2020. The investigation further indicates that VILLAG - ER forms part of a wider corporate group ultimately controlled by the same beneficial ownership structure as AGROMARKET DOO KRAGUJEVAC. The Commission relied on corporate disclosures and the group’s official website, which confirm that SEMENARNA Ljubljana was integrated into the group in 2020 and that VILLAGER operates as the group’s first EU-based entity. On this basis, the Commission has taken a preliminary view that the relevant under - takings form a single economic unit under Serbian competition rules. A review of the group’s consolidated financial state - ments indicates that the applicable turnover thresh - olds were exceeded, triggering a mandatory notifi - cation requirement. However, no notification of the concentration was submitted prior to implementation. The proceedings remain ongoing, and the Commis - sion is continuing to carry out evidentiary measures to fully establish the facts of the case and assess the transaction.
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