Giełda Papierów Wartościowych (Stock Exchange) can take over Towarowa Giełda Energii (Polish Power Exchange) – as stated the President of UOKiK in her first decision in 2012. Last year there were 172 rulings including two prohibitions of acquisition and three conditional consents

Under the law a transaction is subject to notification to the antitrust authority if it involves undertakings whose total turnover in the preceding year exceeded EUR 1 billion globally or EUR 50 million in Poland.

In October 2011 the Office received a request concerning taking control over Towarowa Giełda Energii by Giełda Papierów Wartościowych (GPW). The transaction will consist in acquiring by GPW the majority of shares of the to-be-taken company. Giełda Papierów Wartościowych deals with organising and turnover in financial instruments. It covers four markets: Główny Rynek GPW, NewConnect, Catalyst and Poee Rynek Energii GPW; the latter started operating in 2010 and is the electric energy trading platform. However, the prime task of Towarowa Giełda Energii is running the commodity exchange where electric energy turnover takes place.

The proceedings carried out by UOKiK revealed that the transaction will not result in a significant restriction of competition on the market of services facilitating the wholesale turnover of electric energy.

A vast majoraty of energy in wholesale is under bilateral transactions, mostly within own capital groups. Therefore, it is vital to increase the amount of energy sold on the  exchange which ensures competitive market conditions for all entities. For this reason in 2010 there was introduced a requirement determining that energy undertakings are obliged to sell via exchange at least 15 percent of generated energy. Increasing the number and value of such transactions is of great significance to the development of energy market in Poland.

This is the first decision concerning concentration control issued this year by the President of UOKiK. In 2011 there were 172 decisions in the area, 23 more than the previous year. In 166 cases the President issued the consent to concentration, in three cases it was a conditional consent (the undertakings were obliged to fulfil specified conditions beforehand). And there were two cases prohibiting the concentration. One decision concerned remitting the proceedings. Additionally, UOKiK examined and took stance in 335 concentration cases notified to the European Commission.

Which were the most interesting cases of UOKiK last year?

The beginning of the year – there were two decisions prohibiting transactions. PGE was not allowed to take over Energa in Gdańsk and Empik could not acquire Merlin.

In the second quarter of 2011 all the decisions issued were consents. It is worth noting that EM Bidco took control over TP Emitel, the leading terrestrial radio and TV broadcast infrastructure operator in Poland. Additionally, in April the Court of Competition and Consumer Protection dismissed the appeals of undertakings who failed to obtain consent to concentration in previous years. Both in the case of taking control over Baterpol by Orzeł Biały and acquiring Cogifer by Koltram, the court took the stance of the President of UOKiK and stated that these transactions would result in a significant restriction of competition.

The third quarter of the previous year – among the decisions issued there were two conditional consents. In July Fresenius Medical Care, operating inter alia in  providing dialysis services for persons with renal failure, was given a consent to take over Eurodial, provided it sold four dialysis stations. When in September the President of the Office allowed for aquiring Aster by UPC, UOKiK attracted great public attention. However, the acquiring party will have to resale inter alia a part of network belonging to Aster, placed in the buildings where the services were previously rendered by both companies.

Many important decisions were issued in the last quarter of 2011. The acquiring of Polkomtel by Spartan Capital Holding is worth emphasising here. Another decision, greatly anticipated by the market, was the purchase of eight companies belonging to Emperia Holding by Eurocash. In this case the green light was under the condition of sale of 12 warehouses.

Statistics

The average lifetime of proceedings conducted and finalized with a decision was 56 days in 2011.  Much of the time was spent on completing forms by undertakings – as much as 90 percent of notifications included mistakes and faults. Applicants were asked then to complete the necessary information and documents, which significantly affected the length of procedure.

Education

So as to raise the legal awareness of professional market participants, in 2011 UOKiK held the educational campaign titled “Mergers under control”. Provisions governing the concentration control were the main topic during inter alia the series of broadcasts  via Polskie Radio and TV Biznes  as well as two debates held by the Office.

At the same time at the Office’s website there were activated special sections concerning sector inquiry and merger control, where you can find inter alia  answers to FAQs regarding formal and substantive matters of merger control. Undertakings interested in mergers and acquisitions can obtain information also directly phoning UOKiK at +48 22 55 60 122 or by e-mail: koncentracje@uokik.gov.pl.

Additional information for the media:
Małgorzata Cieloch, Spokesperson for UOKiK
Department of International Relations and Communication
Pl. Powstańców Warszawy 1, 00-950 Warszawa
Phone: +48 22 55 60 106
Fax: +48 22 826 11 86
E-mail: malgorzata.cieloch@uokik.gov.pl