Concentrations between competitors requiring the authorisation of the Office for the Protection of Competition, and the commencement of proceedings

Conditions and form of review of mergers and acquisitions

A concentration between competitors requires the Office’s permission only if specific objective criteria are met. A concentration between competitors requires permission if:

(a) the total net turnover in the Czech market reported for the last concluded accounting period by all the competitors that are to be concentrated is more than CZK 1.5 billion and at least two of these competitors have each reported net turnover in excess of CZK 250 million in the Czech market for the last concluded accounting period; or

(b) one of the parties to the concentration reported net turnover of more than CZK 1.5 billion in the Czech market for the last concluded accounting period and, at the same time, the global net turnover reported for the last accounting period by another of the competitors that are to be concentrated is more than CZK 1.5 billion.

Concentration proceedings are commenced on the basis of an application, which all competitors participating in a concentration meeting the criteria above are required to submit. The application must state the grounds for the concentration and include documents certifying facts relevant to the concentration. An application may be submitted even before the contract establishing the concentration has been concluded or before control is obtained by other means. Concentration proceedings are commenced on the date on which the Office receives an application for such authorisation.

As a general rule, competitors cannot implement a concentration before an application for the commencement of proceedings has been submitted or before the Office’s decision authorising the concentration has become final. Certain concentrations involving a takeover bid or based on a series of transactions in publicly traded securities are exempted from this rule provided that they are notified without undue delay and the voting rights attached to the securities in question are not exercised.

Further to a request attached to an application for the authorisation of a concentration, the Office may grant a derogation from the ban on the implementation of concentrations if there would otherwise be a risk of serious harm or serious loss to competitors or third parties. The Office takes a decision on a request for a derogation without undue delay, and in any event within 30 days of receiving such a request. When considering whether to grant a derogation, besides the risk of damage or other loss the Office takes into account the effect that the derogation will have on competition in the relevant market. If the Office does not issue a decision in the above time limit, the derogation is deemed to have been granted.

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