The Romanian Competition Council is the designated authority responsible for implementing Romanian Competition Law No 21/1996 (the ‘Competition Law’). Therefore, the Romanian Competition Council has all the rights and obligations provided for by Council Regulation (EC) No 139 of 20 January 2004 on the control of concentrations between undertakings.

Notifiable concentrations

The Competition Council must be notified of economic concentrations where:

• the combined aggregate turnover of all the undertakings concerned is greater than the RON equivalent of EUR 10 000 000, and
• at least two of the undertakings involved have each generated, in Romanian territory, a turnover greater than the RON equivalent of EUR 4 000 000.

The Competition Council must be notified of these operations before implementation and following the conclusion of the agreement, the announcement of the public bid, or the acquisition of a controlling interest.

Notification exemptions

There are four situations in which the acquisition of control over an undertaking does not constitute an economic concentration:

• where control is acquired and exercised by a court-appointed liquidator or by another person appointed by a public authority in order to initiate procedures for cessation of payments, recovery, bankruptcy, liquidation, legal seizure and analogous proceedings;
• where credit institutions or other financial institutions or insurance companies, the normal activities of which include transactions and dealing in securities for their own account or for the account of others, acquire securities on a temporary basis for resale, provided that they do not exercise voting rights in respect of those securities with a view to determining the competitive behaviour of that undertaking or provided that they exercise such voting rights only with a view to preparing the disposal of all or part of that undertaking or of its assets or the disposal of those securities and that any such disposal takes place within one year of the date of acquisition;
• where control is acquired by a company whose sole activity is to acquire, manage and dispose of shares, without being directly or indirectly involved in the management of the relevant undertaking, without prejudice to the rights that it holds as shareholder, on the condition that the voting rights are only exercised to maintain the full value of the investments in question and not to determine the competitive behaviour of the relevant undertaking;
• where undertakings, including those belonging to economic groups, are undergoing operations to restructure or reorganise their own activities.

Submission of notifications

Where the concentration is expected to be carried out following the launching of a public bid or an announcement regarding the intention to make such a bid, the notification shall be submitted by the bidder. In all other cases, the notification shall be submitted by the person/company acquiring control.

The notification must be submitted in compliance with the form provided in Annex 1 and Annex II of the 2017 Regulation on Economic Concentrations (the ‘Regulation’), which can be found on the Competition Council website, and must be forwarded to the Competition Council in three copies: two hard copies (including one original) and one electronic.

The notification must include:

• a forwarding address, signed by the relevant legal representative or authorised individual;
• the completed notification form, where applicable, in compliance with the templates provided in Annex I and II of the Regulation;
• proof of payment of the notification fee.

The document may be delivered:

• in person or by courier with acknowledgement of receipt;
• by registered letter with acknowledgement of receipt;
• by fax with a request for acknowledgement of receipt;
• by email with a request for acknowledgement of receipt.

The information mentioned above provides a summary of how to initiate notification procedures for economic concentrations. We recommend that all parties consult the 2017 Regulation on Economic Concentrations (available on the Romanian Competition Council website) in order to ensure that all procedural requirements are complied with.