Merger thresholds
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ESTONIA

Margit Lahevee
Partner, sworn attorney

margit.lahevee@bnt.eu

Tel: +372 667 6240

No new regulation adopted or proposed

Note that relevant regulations may be changed before your contemplated transaction is completed. Mergerfilers.com and our national experts keep information on regulations up to date and even provide alerts on adopted or proposed changes that have not come into force yet but may come into effect before the transaction is completed. When this field is green, we have no knowledge of such imminent changes to the relevant regulations.

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Relevant legislation and authorities

1) Is a merger control regulation in force?

Yes. Merger control regulation was introduced in the Estonian Competition Act in 2001.

2) Which authorities enforce the merger control regulation?

The Estonian Competition Authority enforces the Estonian Competition Act including the merger regulation contained therein.

3) Relevant regulations and guidelines with links:

The merger regulation is contained in Chapter 5 of the Estonian Competition Act. There are two regulations issued by the Minister of Economic Affairs and Communications: The Guidelines for Calculation of Turnover of Parties to Concentration and the Guidelines for Submission of Notices of Concentration.

Original Estonian version Unofficial English translation

Konkurentsiseadus

The Estonian Competition Act

Koondumise osaliste käibe arvutamise juhend

Guidelines for Calculation of Turnover of Parties to Concentration

Koondumise teate esitamise juhend

Guidelines for Submission of Notices of Concentration

4) Does general competition regulation apply to mergers or ancillary restrictions?

Estonian competition law is interpreted in accordance with EU competition law in this respect (as in any other competition regulation matters).

Generally, restrictions of competition that are ancillary to the merger, for instance a standard non-competition obligation on the seller, are considered inherent parts of the merger and are not subject to separate scrutiny under the general competition regulation. However, restrictions that go beyond what may be considered ancillary may be caught by the general prohibition on anti-competitive agreements.

The general competition regulation may in special circumstances be used to oppose a transaction as such (not merely a specific restriction in the transaction documents). For instance, the general prohibition on anti-competitive agreements may be applied to full-function joint ventures that have coordination of the market behaviour of the parent companies as their object or effect. Furthermore, in rare cases, a dominant undertaking may be held to abuse its dominance by acquiring a competitor. These scenarios are probably only of interest if the transaction does not meet the thresholds for merger filing.

5) May an authority order a split-up of a business irrespective of a merger?

No.

6) Other authorities that also require merger filing or may prohibit transaction
(Note that this may not be an exhaustive list and that industry-specific legislation should always be considered. Furthermore, a merger will often require change of registrations with – but not approval from – the companies register, land register and authorities that have issued permits for the activities of the merging parties.)

Financial businesses

Mergers involving credit institutions, financial institutions and insurers are subject to notification to and  permission from the Estonian Financial Supervisory Authority. In addition, such mergers are also subject to prior approval from the Estonian Competition Authority, but there are modifications regarding calculation of turnover and temporary ownership of businesses (see topics 18 and 20).

 

Foreign investment control 

A foreign investment control regime has been proposed, but it is currently uncertain when this may come into effect.

7) Are any parts of the territory exempted or covered by particular regulation?

No.

Voluntary or mandatory filing

8) Is merger filing mandatory or voluntary?

Merger filing is mandatory, provided the thresholds are met.

Types of transactions to file – what constitutes a merger

9) Is there a general definition of transactions subject to merger control?

Yes, according to the Estonian Competition Act a merger is deemed to arise where:

  1. previously independent undertakings merge within the meaning of the Commercial Code or parts of undertakings are merged;
  2. an undertaking acquires control of the whole or a part of another undertaking, or of several undertakings or parts thereof;
  3. undertakings jointly acquire control of the whole or a part of another undertaking, or of several undertakings or parts thereof;
  4. a natural person already controlling at least one undertaking acquires control of the whole or a part of another undertaking, or of several undertakings or parts thereof;
  5. several natural persons already controlling at least one undertaking jointly acquire control of the whole or a part of another undertaking, or of several undertakings or parts thereof.

Note that certain transactions of a temporary nature are not considered to be mergers subject to merger control (see topics 19 and 20).

10) Is "change of control" of a business required?

Yes, generally a merger will only be considered to take place if the transaction results in a change of control over a business.

However, transactions that result in the establishment of a new business (a joint venture) controlled by two or more businesses or persons already controlling one or more businesses will also constitute a merger.

11) How is “control” defined?

The Estonian Competition Act defines control as the opportunity for one undertaking or several undertakings jointly or for one natural person or several natural persons jointly, by purchasing shares and on the basis of a transaction or articles of association or by any other means, to exercise direct or indirect influence on another undertaking which may consist of a right to:

  1. exercise significant influence on the composition, voting or decision-making of the management bodies of the other undertaking, or to
  2. use or dispose of all or a significant proportion of the assets of the other undertaking.

Control may be held by one or more persons or businesses jointly. Establishment of joint control as well as changes in the group of owners with a controlling interest constitute change of control. Consequently, there is a change of control when a business goes from 50/50 ownership to being solely controlled by only one of the existing owners, and when one of the existing owners sells its share to a third party.

Joint control may be established between a majority and a minority shareholder on the basis of veto rights regarding decisions that are essential for the strategic operation of the business. A merger will occur both when the joint control is established and again when it is dissolved; for instance, if a minority shareholder gives up certain essential veto rights so that the majority shareholder gains sole control.

"Control" and "Change of control" is interpreted according to EU competition law, including the EU Commission’s Consolidated Jurisdictional Notice.

12) Acquisition of a minority interest

Acquisition of a minority interest that does not result in anyone gaining control over a business is not subject to merger control.

However, if acquisition of a minority interest confers someone with de facto control of a business, the transaction will be subject to merger control. This is, for instance, the case if the buyer is provided with veto rights regarding decisions that are essential for the strategic behaviour of the business or if the remaining shares are spread over a large number of shareholders and the acquired shares de facto confer the buyer with a decisive influence on general meetings.

13) Joint ventures/joint control – which transactions constitute mergers?

The following transactions regarding businesses subject to joint control may be subject to merger control if the joint venture is "full function":

  1. Establishment of a joint venture;
  2. Change from joint to sole control;
  3. Dissolution – provided (part of) the business of the joint venture is transferred to one or more of the businesses controlling the joint venture or a third party;
  4. Change in or extension of the activities of a joint venture – provided that further assets, contracts, know-how, rights etc. are transferred to the joint venture to form the basis for the new activities;
  5. Change in participants/owners – for instance if one of the controlling businesses sells its share in a joint venture to another business, or if one of the controlling businesses is acquired by another business. In the latter case, the competition authorities may consider that the transaction results in two separate mergers and that these should be assessed separately with respect to who are parties to the transaction and whether the thresholds for merger filing are exceeded.

A joint venture that is not “full function”, because it does not, on a lasting basis, perform all the functions of an autonomous economic entity, is not subject to merger control but may be scrutinized under the general prohibition on anti-competitive agreements. Whether a joint venture is considered “full function” or merely “cooperative” depends on the level of the joint venture’s dependence on its parents and to what extent the joint venture has an independent presence in the market.

Even if a joint venture is “full function” and therefore subject to merger control (provided the thresholds are met), the general prohibition on anti-competitive agreements may also be applied if the joint venture has coordination of the market behaviour of the parent companies as object or effect.

Thresholds that decide whether a merger notification must be filed

14) Which thresholds decide whether a merger notification must be filed?
(Unless explicitly stated otherwise, the thresholds described under one threshold category are not cumulative with those described under another category. Thus for instance if there is a market share threshold and a turnover threshold, it is sufficient to meet one of these, unless stated otherwise.)

a) Turnover thresholds

A merger notification must be filed if:

  1. the combined turnover of the merging parties in the previous financial year in Estonia exceeds EUR 6 million; and
  2. the turnover of each of at least two merging parties in the previous financial year in Estonia exceeds EUR 2 million.

b) Market share thresholds

N/A

c) Value of transaction thresholds

N/A

d) Assets requirements

N/A

e) Other

N/A

15) Special thresholds for particular businesses

The thresholds stated in topic 14 apply to all transactions.

16) Rules on calculation and geographical allocation of turnover

Rules on calculation of turnover are contained in the Guidelines for Calculation of Turnover of Parties to Concentration. It is interpreted in accordance with the European Commission’s Consolidated Jurisdictional Notice. The turnover of a party is comprised of the returns on the goods sold by the party during the financial year preceding the merger which includes the returns on the goods sold or services provided but does not contain commercial rebates, value added tax or other taxes directly related to turnover.

Upon sale of goods, all commercial transactions shall be determined which involve the transfer of the right of ownership.

The place of supply is determined according to the location of the buyer at the time of concluding the transaction. Generally, turnover from products and services sold to customers within the territory of Estonia is considered Estonian turnover. The Estonian laws correspond to those of the EU Merger Regulation (e.g. which turnover to consider or which turnover is to be excluded)

Turnover is calculated on the basis of the most recent audited accounts of a financial year of the participating undertakings as well as any undertakings associated with each participating undertaking, including any direct or indirect parent companies, subsidiaries, joint ventures and subsidiaries of parent companies. The turnover a joint venture has with third parties must be divided equally between the controlling owners irrespective of their share in the capital and the actual distribution of profit; i.e., if the shares in a joint venture are divided 60/40 between two participants who exert joint control, half of the turnover of the joint venture must be attributed to each participant.

Turnover must be adjusted to take account of any divestments or acquisitions of businesses after the end of the financial year that the turnover calculation is based on. The European Commission’s Consolidated Jurisdictional Notice contains special guidelines that also apply in this respect.

17) Special rules on calculation of turnover for particular businesses

Businesses owned by the State/central authorities
If the state or a local government controls an undertaking, such undertaking shall not be deemed to be related through control to other undertakings controlled by the state or local government. The turnover of other undertakings controlled by the state or local government shall not be added to the turnover of such undertaking.

Businesses owned by local and regional authorities
What is stated above in relation to businesses owned by the State/central authorities applies similarly for businesses owned by local and regional authorities. 

Insurance undertakings
The turnover of an insurer is deemed to comprise the value of the gross insurance premiums which includes all insurance premiums received and receivable in respect of insurance contracts issued by or on behalf of the insurer, including outgoing reinsurance premiums after deduction of the taxes and other fees and payments to be paid on individual insurance premiums or the total volume of insurance premiums.  

Credit institutions and other financial undertakings
Turnover is calculated as the sum of following income items after deduction of value added tax and income tax:

  1. interest income;
  2. income on financial investments;
  3. income on fees;
  4. income on financial transactions;
  5. other operating income.

The turnover in Estonia of credit and financial institutions consists of the income earned by a credit or financial institution established in Estonia, or an Estonian branch of a foreign credit or financial institution.

Trade associations and comparable associations
Turnover is calculated as the combined turnover of all undertakings that are members (as well as their associated undertakings) and the turnover of the association itself – with deduction of any turnover between the members and between the members and the association.

18) Series of transactions that must be treated as one transaction

Transactions that are interdependent because they are linked by conditions must be treated as one if control in each transaction is acquired ultimately by the same undertaking(s).

Furthermore, if the same parties enter into different transactions that are not interdependent regarding the sale of different businesses or different parts of a business, all such transactions within a two-year period must be treated as one and the same merger.

See also topic 19 regarding temporary control.

Exempted transactions and industries (no merger control even if thresholds ARE met)

19) Temporary change of control

Merger filing is only required if there is a change of control on a lasting basis.

In accordance with the European Commission’s Consolidated Jurisdictional Notice change of control may be considered temporary – and therefore not require merger filing – if a transaction is divided into steps.

An example is where several undertakings jointly acquire control of another undertaking but according to a pre-existing plan, immediately after completion split the assets of the undertaking between themselves. In that situation, the temporary joint control will not be subject to merger filing, but the split-up of the assets may require one or several merger filings.

Another example of temporary control is when joint control is established for a limited period before the acquirer obtains sole control, for instance because the seller has agreed on an earn-out payment and the seller retains important veto rights for a limited period. Generally, if the period does not exceed 1 year, only the acquisition of sole control may be subject to merger filing.

Control may also be considered temporary in the situations mentioned under 1) and 2) in topic 20.

20) Special industries, owners or types of transactions

The Estonian Competition Act specifies that there is no obligation to file a merger notification in the following situations: 

  1. Where credit institutions, other financial undertakings or insurance companies whose normal activities include transactions and dealing in securities are temporarily in possession of interests in an undertaking acquired with the intention to resell, provided that they a) do not exercise voting rights for the purpose of determining the competitive conduct of that undertaking or b) exercise voting rights exclusively with the aim of preparing the disposal of all or part of that undertaking and that the disposal takes place within one year of the date of acquisition;
  2. Where control is acquired by a professional who has powers under current legislation on insolvency, liquidation, compulsory dissolution or similar proceedings to deal with and dispose of the undertaking; or
  3. Where the transactions are carried out by a financial holding company (as defined in the EU Annual Accounts Directive), provided that the voting rights held by such a company are only exercised to retain the full value of the acquired undertaking and not to determine its competitive conduct.

21) Transactions involving only foreign businesses (foreign-to-foreign)

There is no exemption for foreign-to-foreign transactions. All transactions that meet the thresholds are subject to merger control regardless of where the undertakings concerned are registered, operate or own assets.

22) No overlap of activities of the parties

There is no exemption for transactions with no overlap of activities, but there is a simplified procedure available if there is no overlap (see topic 33).

23) Other exemptions from notification duty even if thresholds ARE met?

As a consequence of the EU "one-stop shop" principle, the Estonian merger control rules do not apply if the thresholds for EU merger control are exceeded and the European Commission has not referred the merger to the Estonian Competition Authority.

Merger control even if thresholds are NOT met

24) May a merging party file voluntarily even if the thresholds are not exceeded?

No, the Estonian Competition Authority will only handle a merger notification if the thresholds are met or if a referral from the European Commission allows it to handle the notification.

25) May the competition authority request a merger notification or oppose a transaction even if thresholds are not met?

Only in the case of referral from the European Commission (see topic 27).

Referral to and from other authorities

26) Referral within the jurisdiction

N/A

27) Referral from another jurisdiction

The Estonian Competition Authority cannot handle mergers based on referrals from other jurisdictions, except referrals from the European Commission.

The European Commission may refer a merger or a part of a merger to the Estonian Competition Authority. In that case, the Estonian Competition Authority may handle the merger even if the thresholds for merger notification in Estonia are not exceeded. In the case of a partial referral, the European Commission will handle certain (international) aspects of the merger, whereas the Estonian Competition Authority will handle the strictly Estonian aspects.

A referral of a merger from the European Commission may be requested either by the Estonian Competition Authority or by the merging parties.

28) Referral to another jurisdiction

If the thresholds for merger notification are met in at least three EU member states, the parties may request that a single merger notification is made to the European Commission in place of notifications to each of the relevant national authorities (see topic 29).

Besides referral to the European Commission, a merger cannot be referred to competition authorities in other jurisdictions.

29) May the merging parties request or oppose a referral decision?

Referral to the Estonian Competition Authority:
If a merger is subject to EU merger control, the parties may – prior to an EU merger notification – request that the merger is referred to the Estonian Competition Authority, provided that the merger may significantly affect competition in a distinct market in Estonia. If the Estonian Competition Authority does not oppose such referral, the European Commission may decide to refer the merger in whole or in part.

The European Commission must decide whether to refer a merger within 25 working days of receipt of the request (reasoned submission).

The European Commission may also, on its own initiative or upon request from the Estonian Competition Authority, decide to refer a merger that has already been notified to the European Commission to the Estonian Competition Authority. Such a referral decision must be taken within 65 working days after the merger notification has been filed. The merging parties cannot oppose such a referral decision.

Referral from the Estonian Competition Authority:
If a merger is not subject to EU merger control but is subject to merger control in Estonia and at least two other EU member states, the parties may request that a single merger notification is made to the European Commission in place of notifications to each of the relevant national authorities. If none of the relevant authorities oppose the referral, the European Commission will handle the merger notification and no notifications are needed in Estonia or any other EU member state. If any of the national authorities in question oppose the referral within 15 working days, the merger must be notified to each of the relevant national authorities.

Filing requirements and fees

30) Stage of transaction when notification must be filed

The Estonian Competition Authority shall be notified of a merger subject to control before the entry into force of the merger and after:

  1. entry into a merger agreement or performance of a transaction or other act for acquisition of parts of the undertaking;
  2. performance of a transaction or other act for acquisition of control;
  3. performance of a transaction or other act for acquisition of joint control;
  4. announcement of a public bid for securities.

There is no specific deadline, but the transaction may not be implemented before the merger has been approved by the Estonian Competition Authority.

The Estonian Competition Authority will agree to handle a notification before a binding agreement has been concluded or a public takeover bid has been announced if the parties can demonstrate a good faith intention to conclude an agreement or – in case of a public takeover bid – if the parties have publicly announced an intention to make such a bid.

31) Pre-notification consultations

The Estonian Competition Authority allows for pre-notification consultations. The deadlines for the Estonian Competition Authority will only start to run from the formal submission. 

32) Special rules on timing of notification in case of public takeover bids and acquisitions on stock exchanges

Mergers that are a consequence of acquisition of securities on a stock exchange or a public takeover bid must be notified after the acquisition/publication of the takeover bid. 

The acquisition/takeover bid may be implemented before approval from the Estonian Competition Authority has been obtained, provided that the merger is immediately notified to the authority and that the acquirer does not exercise the voting rights attached to the securities in question or only does so on the basis of an exemption granted by the authority.

Please also note that special regulations apply for handling of acquisitions on stock exchanges and public takeover bids, including a requirement for approval of offer documents from the Financial Supervisory Authority prior to being made available to the public. 

33) Forms available for completing a notification

There are no official forms available for notification.

Simplified notification is possible in each of the following cases:

  1. the merging parties are not active on the same markets or vertically connected markets;
  2. the merging parties are active on same markets but do not have a combined market share exceeding 15% in Estonia; 
  3. the merging parties are active on vertically connected markets (but there are no horizontal overlaps) and none of the parties have market shares exceeding 25% in Estonia on those connected markets;
  4. the parties jointly establish a new undertaking performing on a lasting and independent basis and the new undertaking does not operate and has no intention to operate in Estonia; or
  5. a party acquires control over an undertaking over which the party, together with another undertaking, is already exercising joint control.

Note, however, that the Estonian Competition Authority may always request a full notification if, in the course of the proceeding, a need arises to investigate possible problems relating to competition and, above all, if:

  1. it is difficult to define the goods markets (for example, in new and developing goods markets or if no established practices exist);
  2. a party is entering the goods market for the first time or is likely to enter the goods market, or holds a patent essential for operating in the goods market;
  3. market shares cannot be identified;
  4. the goods markets have high entrance barriers; they are highly concentrated or have known problems related to competition;
  5. at least two parties (or undertakings belonging to the same group) operate in goods markets which are directly related;
  6. control is acquired of a jointly controlled undertaking and the undertaking acquiring control and the joint venture together have a strong position on the goods market or they have a strong position on vertically related markets;
  7. the objective or result of the concentration is co-ordination of the behaviour of undertakings.

34) Languages that may be applied in notifications and communication

The notice and annexed documents shall be submitted in Estonian. By agreement with the Competition Authority, the documents annexed to the notice may be submitted in another language.

35) Documents that must be supplied with notification

The following documents should always be supplied with a merger notification whether simplified or full:

  1. registry extracts concerning any party who have been entered in the registers of other countries;
  2. the documents on the basis of which the merger is put into effect;
  3. the annual reports and annual accounts of the parties for the financial year preceding the merger;
  4. a document certifying the authority of the person submitting the notice;
  5. information concerning payment of the state fee;
  6. analyses, reports, researches, reviews and other similar documents prepared by authorised persons for evaluation or analysis of the merger in relation to market shares, competition conditions, possible increase in sales or expansion into other markets, or general market conditions;
  7. a list of the documents annexed to the notice.

For full notification, a range of further documents may be relevant, including analyses, reports, minutes of board meetings and similar documents related to the merger.

36) Filing fees

The filing fee for notifications is EUR 1,920.

Implementation of merger before approval – “gun jumping” and “carve out”

37) Is implementation of the merger before approval prohibited?

Yes. The merging businesses must be run separately and independently until the merger has been approved. However, normal preparatory reversible steps are not prohibited (see topic 39).

Please also see topic 32 regarding public takeover bids and acquisitions on stock exchanges.

38) May the parties get permission to implement before approval?

Yes, the Estonian Competition Authority may exempt from the prohibition on implementation before approval, but such occasions are very rare and not likely to be granted in most cases.

39) Due diligence and other preparatory steps

Due diligence must be conducted in a way that prevents sensitive market information from being used for purposes other than assessing the viability of the merger.

An explicit exemption is not required for standard due diligence and other preparation measures without effect on the market.

There are no guidelines on what may be considered acceptable preparatory steps. Preparation of integration of internal functions such as IT and HR are generally acceptable.

40) Veto rights before closing and "Ordinary course of business" clauses

An "ordinary course of business" clause that prevents the target company from taking decisions outside the course of its ordinary business until the closing date is generally considered acceptable.

However, it must be assessed on a case-by-case basis to what extent the parties may discuss – or provide each other with veto rights concerning – any decisions in their respective businesses.

41) Implementation outside the jurisdiction before approval – "Carve out"

There are no specific rules on “carve out” of the Estonian part of a transaction to avoid delaying implementation in the rest of the world pending approval in Estonia.

It must be assessed on a case-by-case basis whether it is possible to carve out the Estonian part of a transaction. If the Estonian part of the transaction and the rest of the transaction are interdependent, it is advisable to request a specific permission to implement outside Estonia from the Estonian Competition Authority (see topic 38).

42) Consequences of implementing without approval/permission

The Competition Authority will initiate misdemeanor proceedings and the parties may be fined if the merger is implemented before approval is obtained. Enforcement of a merger without permission, as well as violation of a prohibition of a merger or the terms of the permission to merge is punishable by a fine of up to EUR 400,000. Furthermore, the merger may be prohibited and the Competition Authority may decide to split up the merged entity or take any other measures necessary to restore efficient competition.

The process – phases and deadlines

43) Phases and deadlines

Phase Duration/deadline

Pre-notification phase:

There are no formal rules on pre-notification consultations. 

No set duration or deadline

Assessment of completeness of notification:

When the notification has been formally submitted, the authority shall assess whether the notification is complete. If the notification is deemed incomplete, the authority shall set a term for elimination of the deficiencies of the notice. The term for merger control proceedings begins to run as of the elimination of the deficiencies. If the parties fail to eliminate the deficiencies by the due date, the notice is deemed not to have been submitted.

If during the proceedings it becomes evident that the information is insufficient, the running of the term of proceeding shall be suspended as of the day following the date on which the Competition Authority sent the letter until the time the deficiencies are eliminated. 

The Competition Authority may request submission of full notification if, in the course of the proceeding, a need arises to investigate possible problems relating to competition. The running of the term shall be suspended until submission of full information.

 

No specific deadline, but if the authority does not make any decision (or request more information) within 30 days as of submission of notification, the merger is considered as permitted. 

Phase I:

The merger is either approved (with commitments if relevant) or it is decided to initiate a phase II investigation of the merger.

In practice the Competition Authority may undertake the same types of investigations under phase I and II, and the authority may also negotiate commitments in both phases. However, complex and/or problematic mergers will often require the longer deadlines applicable in phase II.

30 calendar days from the date when the notification was complete. As mentioned above, if the Competition Authority does not make any decision (or request more information) within 30 days as of submission of notification, the merger is considered as permitted.

Phase II:

The merger is either approved, approved with conditions/commitments or prohibited.

The investigation is likely to involve detailed market surveys, economic analysis and possibly negotiation of commitments that may eliminate the concerns that the Competition Authority may have regarding anti-competitive effects of the merger.

 

4 months from the date when the phase II investigation was initiated.

Extension:

If the commitment(s) offered by the parties require an additional analysis or the parties agree to change or supplement the commitment(s), the running of the term shall be suspended. Proceedings shall be suspended from the day following the day on which the Competition Authority sends a notice to this effect and the term shall continue running from the date of receipt of the proposal for assumption of the commitment(s). Proceedings may be suspended on this ground once for up to two months.

Assessment and remedies/decisions

44) Tests or criteria applied when a merger is assessed

It is assessed whether the merger will "significantly impede effective competition – in particular due to the creation or strengthening of a dominant position".

A range of factors may be taken into consideration, including efficiencies that may be gained from the merger (efficiency defense) and whether one of the parties is likely to fail as an independent business (failing firm defense).

45) May any non-competition issues be considered?

No.

46) Special tests or criteria applicable for joint ventures

The assessment for joint ventures is the same as for other mergers, but if the joint venture also has coordination between the owners as object or effect, it will also be assessed whether such coordination is acceptable under the general prohibition against anti-competitive agreements.

47) Decisions and remedies/commitments available

A merger may be approved, approved with conditions/commitments or prohibited.

If the Estonian Competition Authority expresses serious concerns about the merger, it is important that the parties enter into negotiations of possible commitments well before the expiry of the deadlines, as the Competition Authority will normally only consider an approval with conditions if the parties have offered commitments.

Commitments may take any form and they can be either structural or behavioural and with or without time limitations.

The Competition Authority may revoke an approval if at any time it becomes aware that incorrect or misleading information has been provided by the parties or if the parties do not comply with the conditions/commitments contained in the approval.

If a merger has been implemented without approval, the Competition Authority may prohibit the merger and order a separation of the businesses or any other measure capable of restoring competition. Enforcement of merger without permission to concentrate, as well as violation of a prohibition on merger or the terms of the permission to concentrate is punishable by a fine of up to EUR 400,000.

Publicity and access to the file

48) How and when will details about the merger be published?

The Competition Authority will make a public announcement when it has received a merger notification and again when a decision has been taken. The latter announcement will include a non-confidential version of the decision. 

To protect business secrets, the parties are requested to provide a non-confidential description of the transaction with the notification and to identify any confidential information in the notification and the final decision.

Interested parties have the right to submit opinions and objections to the authority within 7 calendar days as of publication of a notice concerning receipt of a merger notice.

49) Access to the file for the merging parties and third parties

The merging parties:

The merging parties have a right to access to the file, which includes correspondence with third parties that the Estonian Competition Authority may have had, including market survey questionnaires as well as an overview of all documents/correspondence in the file. However, the authority may redact third parties’ confidential information, often including the identity of such third parties. There is no right of access to the authority’s internal documents and correspondence.

Third parties:

Third parties do not have access to the file, but the Competition Authority may decide to provide third parties with a non-confidential version of the notification and other documents in connection with its market surveys.

Judicial review

50) Who can appeal and what may be appealed?

The merging parties can generally appeal any decisions by the Estonian Competition Authority to the administrative court including conditions contained in an approval decision – even if they are based on commitments suggested by the parties themselves.

Third parties whose rights or interests are affected may in theory also file appeal to the administrative court to review the decisions of the Estonian Competition Authority, but achieving such procedural position may require that the third person has submitted objections to the merger within the statutory term of 7 days as of publication of relevant notice by the authority on receiving a merger notification. However, according to the existing court practice (very limited number of cases), the possibilities for appeal for third parties are rather restricted.


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