SLOVENIA Trends and Developments Contributed by: Bojan Šporar and Jože Stare, Rojs, Peljhan, Prelesnik & partners
Increased Regulatory Scrutiny Foreign direct investment screening has become a more prominent feature of the Slovenian M&A land - scape. While historically perceived as a limited risk, the past two years have demonstrated a clear increase in regulatory scrutiny and practical relevance. In 2024, the Ministry of the Economy initiated its first in-depth assessment (Phase II) in relation to a UK investor’s attempted acquisition of SRC (one of Slovenia’s leading IT solutions providers), which ulti - mately resulted in the transaction being abandoned due to protracted proceedings. Similarly, delays in FDI screening contributed to the failure of the proposed sale of DBA Group’s shareholding in Actual, another important provider of IT solutions. Experience indicates that transactions in the IT sector are particularly exposed, primarily due to considera - tions relating to data processing, digital infrastructure and potential security implications. Increased scrutiny can also be expected in sectors relevant to defence and dual-use technologies, as well as critical infra - structure and energy. Although the number of cases requiring in-depth review remains limited, there is a clear upward trend. This introduces additional uncertainty for deal execu - tion and underscores the importance of careful regula - tory analysis and preparation by both buyers and sell - ers. Transaction documentation increasingly reflects this reality, with more detailed provisions addressing regulatory approvals, long-stop dates and risk alloca - tion. Conclusion, Future Projections and Outlook The past five years have cemented Slovenia’s reputa - tion as a dynamic and increasingly sophisticated M&A market within Central and Eastern Europe. Significant strategic transactions, growing private equity activity and increasing outbound investments by Slovenian companies have contributed to a more mature and internationally integrated market environment.
Looking ahead, Slovenia’s M&A market is expected to remain active, supported by improving financing con - ditions, strong investor interest and ongoing structural transformation across key industries. Technology, the energy transition, infrastructure and advanced manu - facturing are likely to remain key areas of focus. Private equity is expected to continue playing a cen - tral role, with both domestic and international funds actively seeking investment opportunities. The avail - ability of capital and continued pressure to deploy funds suggest sustained deal activity, particularly in mid-market transactions and buy-and-build strate - gies. Distressed and special situations are also likely to emerge as an increasingly relevant source of deal flow, particularly in capital-intensive and cyclical sec - tors. Developments surrounding groups such as SIJ Group may serve as early indicators of this trend, with restructuring processes potentially leading to strategic partnerships, recapitalisations or asset disposals. At the same time, regulatory complexity will remain a defining feature of the market. FDI screening, merger control and foreign subsidies review will continue to impact transaction timelines and execution risk, requiring careful planning and proactive engagement with regulators. Overall, Slovenia remains an attractive destination for both strategic and financial investors. Its M&A market, while relatively small, is well integrated into European capital flows and characterised by increasing sophis - tication. While challenges persist, the outlook remains cautiously optimistic, with a steady pipeline of oppor - tunities expected in the years ahead.
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