Main Developments in Competition Law and Policy 2025 – Slovenia

Year at a Glance

The Slovenian Competition Protection Agency (“CPA”) remains one of the more active enforcers in Central and Eastern Europe. Between late 2024 and early 2026:

• the CPA applied the failing firm defence in a 3‑to‑2 pharma merger, providing rare guidance in this area;

• a major dawn raid in the electricity sector signalled continued focus on exclusionary conduct in network industries;

• the CPA settled a bid‑rigging cartel post‑infringement decision, underscoring its pragmatic approach to settlements;

• a new sector inquiry in the liquefied gas market indicate the CPA’s continued expansion of its enforcement toolkit.

Salus / Farmadent: failing firm defence as a cure for anticompetitive effects

In 2024, the CPA cleared Salus’s acquisition of Farmadent, both pharmaceutical wholesalers, relying on the failing firm defence. The full decision only became public after last year’s update, and it offers valuable insight into the CPA’s approach.

The transaction reduced the number of wholesalers supplying pharmacies in Slovenia from three to two. The CPA identified significant concerns, including a high combined market share and risks of both unilateral and coordinated effects. On its face, the merger was likely to lead to a substantial lessening of competition.

During the investigation, however, it became apparent that Farmadent was in serious financial difficulty and unlikely to remain on the market absent an acquisition. The CPA therefore assessed the failing firm defence, broadly in line with European Commission (“EC”) practice, and found all three conditions to be met:

• Inevitable exit. Farmadent would have left the market in the near term due to its financial difficulties if it was not acquired. Given the small size of the Slovenian market, pharmaceutical producers (e.g. AstraZeneca, Sanofi) increasingly preferred to work with fewer wholesalers, provided their products reached pharmacies. Producers progressively shifted volumes to Farmadent’s two competitors, including Salus, and terminated supply agreements with Farmadent. Those competitors offered higher rebates to pharmacies, eroding Farmadent’s margins and exacerbating its financial distress.

• No less anticompetitive alternative. There was no realistically available purchaser that would have led to a better competitive outcome. Besides Salus, only one other bidder expressed interest, at a significantly lower price and with a business model that would have internalised Farmadent’s activities within its own pharmacy chain. This would have largely removed Farmadent’s wholesale capacity from the open market. The parties also argued that an exit would lead to substantial job losses, adding a broader socio‑economic dimension, though this was not the core competition analysis.

• Exit of assets. Absent the merger, Farmadent’s key assets would have left the market. Upstream, many pharmaceutical companies had already started terminating contracts with Farmadent. Downstream, pharmacies had little incentive to continue contracting with Farmadent when competitors could offer significantly better terms. The CPA concluded that the deterioration in the market structure would have occurred in any event and could not be attributed to the merger itself. On that basis, it cleared the concentration despite the prima facie problematic shift from three to two players.

Takeaway: The decision confirms that the CPA is prepared to apply the failing firm defence in line with EU standards, but only where robust, fact‑based evidence demonstrates inevitable exit, lack of a less anticompetitive buyer and exit of the assets themselves.

HSE: dawn raids trigger a storm in the electricity sector

In November 2025, the CPA conducted dawn raids at the premises of HSE, Slovenia’s largest electricity generation company, investigating alleged abuse of dominance in the wholesale production and supply of electricity.

The CPA is examining whether HSE may have implemented exclusionary practices, including:

• Exclusive purchasing obligations: requiring customers to purchase all electricity needed for their delivery points exclusively from HSE and to join HSE’s balancing scheme for their total offtake.

• Restrictions on third‑party dealings: allegedly limiting customers’ ability to cooperate or do business with other suppliers.

• Prior approval requirements: allegedly obliging customers to obtain HSE’s consent before participating in applications, tenders, auctions and similar procedures.

Imbalance and cross‑border charges: imposing provisions on imbalance payments and charges for cross‑border transmission capacity.

The investigation is ongoing and there are no public findings of infringement at this stage.

Takeaway: The case highlights the CPA’s continued appetite to scrutinise dominant players in energy markets, especially where contractual arrangements may limit customer switching or access to cross‑border opportunities.

Bid‑rigging in car tenders: settlement after an infringement decision

In 2021, the CPA found that several car dealers had rigged public tenders for car maintenance and spare parts. All cartel participants, except the leniency applicant, appealed the infringement decision to the Administrative Court.

In early 2025, the CPA reported that, after the appeals had already been lodged, the parties and the CPA entered into settlement discussions. The parties agreed:

•   to withdraw their appeals and

•   to admit the infringement,

in exchange for a 20% reduction in the fines compared to the original decision.

Takeaway: The case is noteworthy because the CPA was willing to settle even after issuing an infringement decision and facing pending appeals. This underscores its pragmatic approach and suggests settlement may remain an option at a relatively late stage in Slovenian proceedings.

Sector inquiry: LNG sector

In early 2026, the CPA announced a sector inquiry into the market for liquefied gas used for heating. The inquiry is driven by:

• Pricing discrepancies. Prices for heating gas in Slovenia appear significantly higher than those in neighbouring countries and other EU Member States, raising concerns about market functioning and consumer outcomes.

• Exclusive supply allegations. Complaints indicate that suppliers may be imposing restrictive conditions on customers leasing storage facilities, effectively requiring them to purchase gas exclusively from the storage provider instead of sourcing from alternative suppliers.

• Potential competition concerns. Based on these indicators, the CPA considers there is a reasonable likelihood that competition may be restricted or distorted within Slovenia, warranting closer scrutiny.

Takeaway: Sector inquiries have been an important gateway for the CPA into formal investigations, so market participants should expect follow‑up where issues are identified.

Private antitrust enforcement: still rare, but emerging

Private enforcement of competition law in Slovenia remains limited. Several structural factors dampen incentives:

• Slovenian courts deal only rarely with complex antitrust issues, which can create uncertainty for claimants and third-party litigation funders.

• Given the relatively small size of the Slovenian economy, the potential damages in many follow‑on actions are modest compared to larger jurisdictions.

Nevertheless, there are early signs of movement. In its 2024 annual report, published in March 2025, the CPA disclosed that it received a freedom of information request from a party intending to bring a follow‑on damages claim.

It is too early to tell whether this is a one‑off or a precursor to broader private enforcement activity. However, as awareness of EU damages rules and cross‑border strategies grows, companies active in Slovenia should factor potential follow‑on litigation into their risk assessments, especially where parallel investigations occur in other Member States or before the EC.

Looking ahead: an active, maturing enforcer

The CPA has continued to evolve into a modern European antitrust authority, using a wider range of tools:

• Merger control. Since the introduction of the simplified procedure in early 2023, the CPA has sought to streamline merger review. Many parties will still see scope for further acceleration, but the direction of travel is clear.

• Settlements. The CPA increasingly relies on settlements to resolve cartel and behavioural cases, including even after decisions have been adopted.

• Market studies and sector inquiries. In recent years, it has carried out several market investigations (including in “hot” sectors, such as food delivery), a trend that is likely to continue.

Bonus track: FINA’s proposed acquisition of the Ljubljana Stock Exchange

In late 2025, the Slovenian Securities and Exchange Commission (“SSEC”) prohibited the acquisition of the Ljubljana Stock Exchange (LJSE) by the Croatian Financial Agency (“FINA”), following its assessment under Slovenian financial sector rules.

Before the proposed transaction, the LJSE was already owned by a Croatian entity, the Zagreb Stock Exchange (ZSE). The SSEC’s review therefore did not principally concern the nationality of the investor but focused on the specific characteristics of the proposed acquirer.

FINA is wholly owned by the Croatian state and performs various functions in the Croatian financial system, such as managing certain public registries and participating in enforcement processes. In its assessment, the SSEC considered that FINA’s status and functions, in combination with the importance of the LJSE for the Slovenian financial system, raised issues for the protection of critical financial infrastructure and the integrity of the market. On that basis, the SSEC concluded that FINA did not meet the statutory “reputable prospective owner” requirement set out in the Slovenian Banking Act and decided to prohibit the acquisition.

Publicly available commentary from Croatia has questioned the compatibility of the decision with European Union law and has expressed the view that the prohibition may unduly restrict intra‑EU investment.

FINA has brought an action before the Slovenian Administrative Court seeking annulment of the SSEC’s decision. The proceedings are ongoing and the submissions of the parties are not public. Depending on how the case develops, questions of EU law may arise, in particular:

• Article 63 Treaty on the Functioning of the European Union (TFEU) – free movement of capital. As FINA is established in an EU Member State, a prohibition on its acquisition of shares in an EU trading venue may fall within the scope of the EU rules on movements of capital.

• Article 49 TFEU – freedom of establishment. Preventing FINA from acquiring and subsequently exercising influence over the LJSE could potentially engage the freedom of establishment.

Member States, of course, may impose restrictions on acquisitions in sensitive sectors where this is justified by overriding reasons in the public interest, such as financial stability, market integrity or security of critical infrastructure, provided that such measures comply with the requirements of EU law.

In Xella (Case C‑106/22), the Court of Justice of the European Union held that national measures that restrict freedom of establishment:

• must pursue legitimate public‑interest objectives

• must be suitable for achieving those objectives and not go beyond what is necessary

• must be interpreted strictly and cannot be based solely on economic considerations

• must address a genuine and sufficiently serious threat to a fundamental interest of society.

How these principles apply in the specific context of the SSEC’s decision will depend on the Administrative Court’s assessment of the facts and the legal arguments advanced by the parties. At this stage, it is not possible to anticipate the outcome.

Takeaway: this case is noteworthy because it sits at the intersection of financial regulation, the protection of critical infrastructure and the EU fundamental freedoms, and may provide further guidance on how Member States can assess acquisitions of key financial market infrastructures by entities with close links to another Member State.