Interbrew, the fast-growing Belgian beer group, has said it is surprised by the decision of the Slovenian competition authorities allowing its main rival Lasko to keep its stake in the country's second largest brewer, Union.
The case dates back to late 2001, when Interbrew made a friendly bid for Union, a move which would have given it control of around 40 per cent of the Slovenian beer market.
But the arrival of a major international group galvinised the country's top brewer, Lasko, into action, and it launched a counter bid in the hope of keeping Union firmly in Slovenian hands.
Interbrew ended up with a 42 per cent stake in Union, while Lasko took its shareholding to 48 per cent, and the country's Competition Protection Office (CPO) was called in to help break the stalemate.
But in a decision which could have ramifications for Slovenia's imminent entry into the EU, the CPO ruled that Lasko should be allowed to take control of Union, even though doing so would give the Slovenian group an overwhelmingly dominant position in the market - something which would never have been allowed under EU regulations.
Interbrew said it was surprised by the decision, claiming that the CPO had failed to take into account the connections between Lasko and other Union shareholders, accounting for a further 8 per cent of the brewer's shares. Furthermore, the decision allows Lasko to retain full ownership of Union even in the (likely) eventuality that the deal is challenged and Lasko found to have too dominant a position.
The Belgian brewer claimed that the CPO had not fully investigated the links between Lasko and its broker Cogito and food processor Perutnina Ptuj, in which Lasko is a large shareholder. The combined shareholding of Lasko, Cogito and Perutnina Ptuj amounts to 56 per cent of Union's shares, essentially giving Lasko de facto control over Union.
Interbrew claimed that the ruling also contradicted Slovenia's and the European Union's policy of securing competitive market environments across all industries.
"Throughout the process of acquiring Pivovarna Union, Interbrew has always acted transparently and in compliance with the relevant Slovene legislation. Interbrew will further study the full implications of the CPO decision and will take all necessary steps to protect its investment in Pivovarna Union," the company said in a statement.
"Interbrew continues to believe that it can play a leading role in the Slovene beverage industry, and will seek to find solutions with all parties involved to that end."
It will be interesting to see whether the EU will seek to bring pressure to bear on the Slovenian authorities to further investigate the deal, but the Slovenian company's fears of a takeover from an aggressive outsider are likely to be repeated across much of central and eastern Europe as the new EU Member States see many of their national market leaders snapped up by western rivals.