MERGERS: AMO SR approved the merger of undertakings Ing. Patrik Tkáč, Ladislav Bödök, Panta Rhei, s.r.o., CANNEL EQUITY LIMITED, Ing. Igor Mrva and IKAR, a.s., with conditions

20.07.2021
On 4 June 2021 the Antimonopoly Office of the Slovak Republic, the Division of Concentrations, (hereafter “the Office”) with conditions approved a merger grounded in the acquisition of 
  • joint control of the undertakings Ing. Patrik Tkáč, Bratislava, the SR and Ladislav Bödők, Veľký Meder, the SR over the undertaking Panta Rhei, s.r.o., Veľký Meder, the SR (hereafter „Panta Rhei“) by the means of acquiring the control of the undertaking Ing. Patrik Tkáč over the company CANNEL EQUITY LIMITED, Nicosia, Cyprus and 
  • joint control of the undertakings Ing. Patrik Tkáč, Bratislava, the SR, Ladislav Bödők, Veľký Meder, the SR and Ing. Igor Mrva, Bratislava, the SR over the undertaking IKAR, a.s., Bratislava, the SR (hereafter „IKAR“).
The transactions in question were evaluated as mutually contingent. By the means of jointly controlling undertakings they involve connecting the companies Panta Rhei and IKAR.
 
In the case in question, the Office assessed particularly the vertical effects of the merger resulting from the position of IKAR as the publisher and the wholesale supplier of books to specialist shops (bookstores) and the position of Panta Rhei as the retailer of books. The Office relied mainly on the information provided in the merger notification and its amendments, as well as on the information and documentation submitted in the survey among suppliers, customers and competitors at the particular levels of book market.
 
The result of assessment was the expression of competition concerns on the part of the Office, namely in a relationship 
  1. to reducing the possibility for publishers without their own distribution to choose a wholesale distributor through which they will supply printed books to Panta Rhei, resp. to narrowing this possibility to IKAR - this could limit the access of competing wholesale distributors to book production by publishers which do not have their own distribution, thereby to reducing the ability of these wholesale distributors to exert competitive pressure on IKAR and ultimately reducing the intensity of competition in wholesale book distribution in the SR; this concern did not apply to book publishers which have their own distribution; 
  2. of the possible advantage of Panta Rhei as the retailer of books compared to its competitors by the side of IKAR as the wholesale supplier of printed books, which would lead to significant barriers to competition in relevant market in the area of retail sale of ordinary books in the SR.
In response to competition concerns expressed, the parties to the proceeding submitted to the Office the proposal of behavioral conditions and obligations to ensure the compliance of the merger with the conditions of competition. Also after carrying out the survey, the Office stated that the proposed conditions and related obligations are appropriate and proportionate to remove the competition concerns. In order to ensure that the merger would not significantly impede effective competition in relevant market, the Office, on the basis of final proposal of conditions and obligations submitted by the parties to the administrative proceeding, imposed conditions and related obligations in its decision.
 
As the public version of the decision has not yet been prepared, the Office only presents this brief press release for information to the public, including a document with the public version of wording of conditions, which is available at the following link: Public version of conditions (PDF, 365 kB; available only in English language).
 
The fact that the parties to the proceeding commit themselves to certain conduct does not mean that they are not allowed to take any business decisions, but that they must take them in such a way as to comply with the principles set out in the conditions, namely especially the non-discriminatory principle. For the avoidance of any doubt in this respect, the parties to the proceeding also submitted, in the context of final proposal of conditions, the additional explanation of conditions, which is a part of statement of reasons for the decision. It is necessary to emphasize that the explanations do not modify the conditions in any way, they are only applicable while currently maintaining obligations and principles set out within the conditions.
 
A more extensive press release, including contact information for a monitoring trustee, who will be appointed in connection with monitoring the fulfilment of the conditions and related obligations, will be prepared after the preparation of public version of the decision.
 
The decision came into force on 30 June 2021.
Last update:20.07.2021