Navigation path


Share on 
	Share on Facebook
  
	Tweet it
  
	Share on google+
  
	Share on linkedIn
  
    
      E-mail
Set page to normal font sizeIncrease font size by 200 percentBookmark this pageChoose high-contrast version
Set page to normal font sizeIncrease font size by 200 percentBookmark this pageChoose high-contrast version

Slovenia

Mergers

Updated 04/2010

Legal requirements

One corporate action to pursue corporate restructuring is the merger & acquisition (takeover) of two or more companies with the aim of improving the company’s performance and competitiveness in the national market and abroad.

There are two forms of consolidating public limited companies – an acquisition (takeover) is the purchase of a smaller company (combination of "unequals") by another in which no new company is formed; a merger is a combination of two companies (combination of "equals") to form a new company – both regulated by the Companies Act.         

The Companies Act also covers the cross-border mergers of companies with share capital taking into consideration the provisions of the EU Directive on cross-border mergers of companies with share capital .

Types of Consolidation of Companies

In accordance with the Companies Act, two or more public limited companies may be consolidated by takeover (acquisition ) or by merger.

A Takeover (Acquisition)

The larger company (acquiring company) initiates the takeover which is executed by the transfer of all shares of one or more smaller companies (acquired company) to the larger company (acquiring company).

A Merger

A merger involves the mutual decision of two (or more) companies to combine and become one entity, and for this purpose they form a new public limited company; the merger is executed when the total amount of shares of the companies involved is transferred to this new public limited company.

There are two merger & acquisition types: Horizontal and Vertical. A horizontal merger is a merger between two companies of the same branch of industry (which may negatively affect the competitive situation). The expected advantages are to cut costs and increase profits, owing to an increase in the degree of concentration in an industry. A vertical merger & acquisition occurs when a supplier (acquiring company) buys a reseller (acquired company), or vice-versa. The key point is that the two companies are part of the same supply chain.

As a takeover (acquisition) does not necessarily have to be a mutual decision, a larger company can initiate a hostile takeover of a smaller company (target company), if it decides to buy this company in the face of resistance from the smaller company's management. An acquisition is a friendly takeover if the target company's shareholders have approved the decision to be acquired.

Conditions of mergers & acquisitions (takeovers)

The procedure of the acquisition of companies in Slovenia is regulated by the Takeover Act.         

An acquiring company must obtain prior consent issued by The Stock Market Agency and a permit issued by the Competition Protection Office. It should submit:

  • an application for prior consent;
  • a 'tender offer' for buying a controlling share of the target-company's stock from its shareholders;
  • a prospectus for buying the target company's stock;
  • an application for the conclusion of a Contract for Services with the Securities Clearing Corporation, including services relating to the receipt of the 'tender offer' and activities relating to changes in the share capital of the acquired and the acquiring company;
  • a report on securities in connection with the 'tender offer', which have been obtained by an offerror in the last 6 months;
  • an application filed with Competition Protection Office for the issuance of a permit as notification of concentration;
  • an opinion on the acquisition issued by the management of the target company.

Buying an existing company, with an already established structure, can be a good way of expanding your business.

Administrative procedures

Notification

Prior to merger & acquisition (takeover) the authorised auditing company will perform a valuation of assets, to specify the conversion rate.

The management of the consolidated companies will conclude an Acquiring Agreement in the form of a notarial deed, and this Agreement will be audited for each company.

The Agreement between the Competition Protection Office and the shareholders of companies, stating that the acquisition is not a prohibited takeover, is included in the Acquiring Agreement.

The merged companies must notify the Competition Protection Office of a merger (acquisition), if the total annual turnover of the companies involved during the previous financial year in the Slovenian market, exceeds 35 million EUR, providing that at least two of the companies involved from the group exceed 1 million EUR.

However, the Competition Protection Office may call upon the involved companies to notify their merger (acquisition), even if they did not exceed the stated thresholds, if together with other companies from the group they obtain more than 60 % of the market share in Slovenia.

Registration

A proposal for the entry of a takeover in the Court Register, which must include an increase in equity of the acquiring company, should be submitted at the location where the acquiring company has its registered office.

The e-VEM Web Portal offers very useful information and the certain forms relating to corporate restructuring.

On the e-administration (e-uprava) Portal and the Court Register website you will find useful information on submitting the basic data of legal entities having changed after the merger (acquisition).

Resources

 The Company Law Division of the Ministry of the Economy, offers basic information about corporate restructuring.

 The Competition Protection Office offers general information on legal limits relating to the merger & acquisition (takeover) of companies.

Information on the annual business results of the companies involved in mergers (acquisitions) is available at The Agency of the Republic of Slovenia for public and legal records and services (AJPES).

Information on the tax liabilities of the companies involved in a merger (acquisition) is available from the Tax Administration of the Republic of Slovenia.         

 The Public Agency of the Republic of Slovenia for Entrepreneurship and Foreign Investments (JAPTI) also offers useful, general information on corporate restructuring.

Help & advice

Help & advice

E-mail a business organisation near you

The EU runs a network (Enterprise Europe Network) of local business organisations in most European countries that may be able to help you.

Choose your country and town and enter your enquiry below.

Thank you, your message has been sent successfully.
Due to technical problems, your message could not been sent. Please try again later.

Country

Austria

Feldkirch

Graz

Innsbruck

Klagenfurt

Linz

Salzburg

Wien

Belgium

Antwerpen

Arlon

Brugge

Brussels

Charleroi

Gent

Hasselt

Leuven

Libramont

Liège

Mons

Namur

Nivelles

Bulgaria

Dobrich

Plovidiv

Ruse

Sandanski

Sofia

Stara Zagora

Vratsa

Yambol

Croatia

Osijek

Rijeka

Split

Varazdin

Zagreb

Cyprus

Nicosia

Czech Republic

Brno

Brno

Liberec

Ostrava

Ostrava

Pardubice

Plzen

Praha

Usti nad Labem

Denmark

Aalborg

Copenhagen

Herning

Kolding

Næstved

Viborg

Estonia

Tallinn

Finland

Helsinki

Oulu

Tampere

Turku

Vantaa

France

Amiens

Annecy

Aulnat

Besançon

Bordeaux

Bourg en Bresse

Caen

Cayenne

Chalons-en-Champagne

Chambéry

Dijon

Fort-de-France

Grenoble

Lille

Limoges

Lyon

Marseille

Marseille

Montpellier

Montpellier

Nancy

Nantes

Orléans

Paris

Pointe-à-Pitre

Poitiers

Privas

Rennes

Rouen

Saint-Denis

Saint-Etienne

Strasbourg

Toulouse

Valence

Germany

Berlin

Bremen

Bremenhaven

Chemnitz

Dresden

Düsseldorf

Erfurt

Frankfurt/Oder

Freiburg

Hamburg

Hannover

Kaiserslautern

Kiel

Konstanz

Leipzig

Magdeburg

Mannheim

Mülheim an der Ruhr

München

Potsdam

Reutlingen

Rostock

Saabrücken

Stuttgart

Trier

Ulm

Villingen-Schwenningen

Wiesbaden

Greece

Athens

Heraklion

Ioannina

Kavala

Kozani

Thessaloniki

Tripolis

Volos

Hungary

Budapest

Debrecen

Eger

Győr

Miskolc

Nyíregyháza

Pécs

Szeged

Székesfehérvár

Zalaegerszeg

Ireland

Dublin

Italy

Abruzzo

Aosta

Apulia

Ascoli Piceno

Basilicata

Bologna

Bologna

Cagliari

Calabria

Calabria

Campania

Catania

Florence

Genova

Gorizia

Milano

Molise

Naples

Palermo

Palermo

Perugia

Pesaro

Pisa

Pordenone

Ravenna

Rome

Rovereto

Sassari

Sicily

Terni

Torino

Trieste

Udine

Venezia

Venezia

Venezia

Latvia

Riga

Lithuania

Kaunas

Klaipėda

Vilnius

Luxembourg

Luxembourg

Malta

Pieta`

Netherlands

Den Haag

Nieuwegein

Norway

Ås

Oslo

Stavanger

Tromsø

Poland

Bialystok

Gdańsk

Kalisz

Katowice

Kielce

Konin

Kraków

Lublin

Lublin

Olsztyn

Opole

Poznań

Rzeszów

Szczawno-Zdrój

Szczecin

Toruń

Warsaw

Warsaw

Warsaw

Wroclaw

Zielona Góra

Łódź

Portugal

Aveiro

Braga

Coimbra

Évora

Faro

Funchal

Lisboa

Ponta Delgada

Porto

Romania

Arad

Bacau

Bucuresti

Cluj-Napoca

Constanta

Craiova

Galati

Iasi

Ramnicu Valcea

Timișoara

Slovakia

Bratislava

Prešov

Slovenia

Koper

Ljubljana

Maribor

Spain

Albacete

Alicante

Badajoz

Barcelona

Bilbao

Ciudad Real

Donostia- San Sebastian

Ferrol

Las Palmas de Gran Canaria

Llanera

Logroño

Madrid

Madrid

Murcia

Oviedo

Palma

Pamplona

Paterna (Valencia)

Santa Cruz de Tenerife

Santander

Santiago de Compostela

Sevilla

Toledo

Valencia

Valladolid

Vitoria- Gazteiz

Zaragoza

Sweden

Borlänge

Göteborg

Jönköping

Kramfors

Luleå

Malmö

Örebro

Östersund

Stockholm

Umeå

Västerås

Växjö

United Kingdom

Belfast

Bristol

Cambridge

Cardiff

Coventry

Inverness

London

Manchester

Newcastle

Yorkshire and Humber

Enter your message here *

* required field (you must enter data here)