Background
On 27 May 2024, Messezentrum Salzburg notified the AFCA of a merger (see Merger Notification). The merger related to Messezentrum Salzburg’s takeover of certain trade fairs at Messezentrum Salzburg and Design Center Linz.
In the course of the examination of the merger, it emerged that Messezentrum Salzburg would also be acquiring a non-controlling share in a direct competitor as part of the merger transaction. This minority shareholding was also associated with rights to give consent, to obtain information and to exercise control, which is highly relevant information in the context of examining the notified merger. To dispel the competition concerns arising from this information, Messezentrum Salzburg offered to make commitments. Consequently, the official parties were able to dispense with filing a request for examination after the examination period, extended to six weeks, had expired (press release of 10 July 2024).
By omitting the information about the non-controlling minority shareholding and the associated atypical minority rights in its merger notification, Messezentrum Salzburg had submitted incorrect information. The misleading information resulted from the lack of any explanation of the associated atypical minority rights. The provision of incorrect or misleading information in merger notifications is relevant in terms of imposing a fine. The AFCA therefore filed an application for a fine.
Messezentrum Salzburg cooperated with the AFCA extensively and continuously, both during the pending merger procedure and after its completion, thereby contributing significantly to the investigations.
Against this background, the AFCA deemed the imposed fine to be appropriate and sufficient with regard to having a general and specific preventive effect.
Incorrect and misleading information in merger notifications
In accordance with § 29 para. 1 no. 2 lit b of the Federal Cartel Act (KartG), a fine of up to 1% of total turnover generated in the preceding business year may be imposed on a company if it provides incorrect or misleading information as part of a merger notification pursuant to § 9 KartG.