Kluwer Competition Law Blog

Year at a Glance

2025 saw a flurry of developments in Slovenian competition law, featuring all the hallmarks of antitrust enforcement. From market investigations in the food delivery sector to alleged bid rigging in IT procurement, it was an eventful year. Not to mention the abandoned mega-merger of grocery chains, which failed to resolve competition concerns before the long-stop date. Abandoned deals, clandestine thrills—everything is on full display in the paragraphs below.

Merger Remedies Set in Stone Cement

European regulators have historically paid close attention to the cement industry. In 2017, the European Commission (“EC”) blocked HeidelbergCement and Schwenk’s proposed takeover of Cemex Croatia, rejecting proposed behavioral remedies. In 2014 and 2016, the EC conditionally cleared two cement mergers (Holcim / Lafarge and HeidelbergCement/Italcementi), subject to structural remedies.The cement industry continued to solidify in 2024 with Italian cement supplier Aplacem Cementi acquiring certain assets of its competitor, Buzzi Holding.

The proposed merger required antitrust filings in both Italy and Slovenia. In the Slovenian cement market, the transaction would have resulted in a combined market share of [60-70%], with an increment of [10-20%] from the acquisition.

The Slovenian Competition Protection Agency (“CPA”) expressed concerns that the merger would lead to unilateral horizontal effects by removing competitive constraints on the merged entity. The CPA also identified vertical concerns, as the combined firm could potentially foreclose competitors in the downstream concrete market, where cement is a critical input.

Unlike the EC in Cemex Croatia, the CPA was willing to accept behavioral remedies. This aligns with trends in other jurisdictions, where regulators have become more open to behavioral commitments—for instance, the UK Competition and Markets Authority’s (CMA) decision in Vodafone/ Three and the EC’s clearance of Microsoft / Activision Blizzard.

To address competition concerns, Aplacem committed to offering its existing Slovenian customers a call option to purchase cement at pre-defined prices and quantities for three years. The remedies also included an adjustment mechanism, allowing customers to purchase progressively larger volumes over time, with price increases tied to a consumer price index.

Albertsons/Kroger – Slovenian Edition

Amid inflationary pressures and the cost-of-living crisis, grocery mergers have become particularly sensitive. No one knows this better than Kroger, whose $25 billion acquisition of Albertsons was blocked by U.S. courts in 2024. Almost in parallel, a similar tie-up was unfolding in Slovenia.

Mercator, the largest Slovenian grocer (now under Croatian ownership), planned to acquire its smaller rival, Tuš. From the outset, the merger attracted significant political and media scrutiny, with critics questioning the decision to sell Tuš to an indebted foreign purchaser. Media reports suggested that Mercator had a ~25% market share, while Tuš held an estimated 10%.

As the long-stop date expired, the antitrust review remained unresolved, and Mercator terminated the purchase agreement—undoubtedly due to regulatory hurdles. The company reportedly paid a multi-million-euro break fee, underscoring the importance of such contractual clauses in transactions with significant antitrust risks.

Market Investigation – Food Delivery Platforms

Food delivery was another sector where the CPA aligned with global enforcement trends. In July 2024, the EC opened an investigation  into a possible cartel between Delivery Hero and Glovo, two leading food delivery platforms in Europe. Similarly, the CPA launched a market investigation into the Slovenian food delivery sector, noting that the industry is highly concentrated and prone to anticompetitive behavior.

The investigation is ongoing, and we will report notable developments in our 2025 update.

Laptopgate – Bid Rigging

In 2024, Slovenia faced a controversial public procurement scandal, dubbed (for the first time here) “Laptopgate”. The government organized a public tender for 13,000 laptops to be distributed to schools and kindergartens. However, the process was plagued by allegations of impropriety—reportedly, the laptops were technically outdated and lacked pre-installed operating systems.

The fallout was severe: Slovenia’s Minister for Digital Transformation resigned in the wake of Laptopgate. The CPA was quick to act, raiding the offices of four laptop suppliers suspected of price collusion and bid-rigging. The investigation is ongoing.

Afterlife Antitrust – Abuse of Dominance Probe Resolved with Remedies

In the 2021 update, we reported on an abuse of dominance probe into PLASTKOM, a processor of waste cemetery candles. PLASTKOM sourced waste candles from intermediaries that collected them from cemeteries and other entities. The CPA alleged that PLASTKOM engaged in predatory pricing and imposed exclusive supply obligations on intermediaries.

In 2024, PLASTKOM resolved the investigation by committing to abandon exclusivity requirements and treat customers on a non-discriminatory basis.