On 27 May 2024, Messezentrum Salzburg notified the AFCA of a merger with EAFINITY Beteiligungsverwaltungs GmbH (hereinafter “EAFINITY”) (see Z-6594). 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, as part of the merger transaction, Messezentrum Salzburg would also be acquiring a non-controlling shareholding in Design Center Linz Betriebsgesellschaft m.b.H. & Co KG and thus in a direct competitor.
Consequently, material aspects of the merger had either not been disclosed or had only been disclosed incompletely, resulting in incorrect and misleading information being provided in the merger notification. The provision of incorrect or misleading information in merger notifications is relevant in terms of imposing a fine. The AFCA therefore filed an application with the Cartel Court for the imposition of a fine (see press release of 1 June 2026).
The Cartel Court found that the merger notification contained incorrect and misleading information. It had not been disclosed to the authority that the acquisition of EAFINITY also involved the acquisition of a non-controlling minority shareholding in a competitor, together with associated competitively relevant rights to exercise control, to obtain information and to appoint representatives. The Cartel Court upheld the AFCA’s application and imposed a fine of EUR 65,000. The decision is final.
Messezentrum Salzburg cooperated extensively and continuously with the AFCA, both during the merger procedure and after its completion. In addition, the company undertook to adhere to mandatory conditions (commitments), did not contest the facts presented and acknowledged the infringement. Against this background, the AFCA deems the fine imposed to be appropriate and sufficient with regard to having a general and specific preventive effect.
Incorrect and misleading information in the notification of a merger
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.