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MERGERS: AMO SR approved the merger of the undertaking UNIPETROL, a.s., and a part of the undertaking Fontee, s.r.o.

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On 30 July 2019 the Antimonopoly Office of the Slovak Republic, the Division of Concentrations, (hereafter "the Office") approved a merger grounded in the acquisition of an indirect exclusive control of the undertaking UNIPETROL, a.s, the Czech Republic (hereafter “Unipetrol”) over a part of the undertaking Fontee, s.r.o., the Slovak Republic (hereafter “Fontee”), which is represented by assets used for the operation of 1 petrol station.
Unipetrol group is a part of the multinational group PKN ORLEN, the main subject of whose activity is the extraction and the processing of crude oil, resp. petrochemical production and the sale of such products. Within the Slovak Republic, in the area of ​​retail sale of fuels and ancillary goods, the group operates 10 petrol stations, at which fuels, lubricants and other ancillary goods are sold to customers.
The acquired part of the undertaking Fontee consists of assets used for the operation of the petrol station and they include the petrol station and related facilities. The petrol station was never operated neither it generated any turnover, but the merger concerns the acquisition of assets on the basis of which a turnover can be achieved.

In spite of the fact that the given merger would individually not be a subject to control by the Office in terms of its turnover, the Office assessed the given intention of the merger as a subject to control by the Office, since in this case it applied the provision of the Article 10 Paragraph 5 of the Act on Protection of Competition. In accordance with this provision, two mergers, which are realized within two years between the same undertakings and which are together a subject to control according to the Act, are considered as a merger, which the Office is entitled to assess. The Office by the decision No. 2019/KOH/SKO/3/29 of 5 September 2019 approved the merger, by which the undertaking Unipetrol acquired the control over a part of the undertaking Fontee, specifically over the assets used for the operation of 7 petrol stations.

Based on the number of petrol stations controlled by Unipetrol, the fact that the subject of the acquisition is one petrol station (which has not yet been operated) and the location of the given petrol stations in the Slovak Republic, as well as the existence of significant competitors in this area, the given merger intention does not raise competition concerns in terms of its horizontal assessment at the national level nor in terms of the local activity of the parties to the merger. Likewise, with regard to the scope of activities and the market presence of Unipetrol in the wholesale supplies of fuels in the territory of the Slovak Republic and especially the acquired part of the undertaking Fontee in the retail of fuels, the vertical interconnection does not raise competition concerns.

After evaluating the obtained documentation and information, the Office came to the conclusion that the assessed merger is in accordance with the Article 12 Paragraph 1 of the Act on Protection of Competition, as it will not significantly impede effective competition in the relevant market, mainly as a result of the creation or strengthening of a dominant position.
The decision entered into force on 30 July 2020.