Commission for the Protection of Competition: recent merger reviews

Supermarket retail sector
Acquisition of Toplofikatsia Russe by Mechel International
Acquisition of Miller Mall Varna One by Raiffeisen Zentralbank
Acquisition of Specter Net and Megalan by Mobiltel


Since the beginning of 2010 the Commission for Protection of Competition has issued 25 clearance decisions on notification and five decisions in which it imposed penalties for non-notification and premature implementation of concentrations. Some of the commission's decisions issued on notifications are summarised below.

Supermarket retail sector

In October 2010 the commission approved two concentrations which concerned the supermarket retail sector:

• the acquisition of the chain Kalea by Maxima Bulgaria EOOD; and
• the acquisition of Plus Bulgaria Trade KD, Tangelmann Real Estates International Bulgaria KD, Bulgaria Trade OOD and Real Estates International Bulgaria EOOD by Lidl Bulgaria GmbH (part of the Schwarz group).

In both cases the commission found that the relevant market was not concentrated and was dynamic. It is expected that the modern form of retail (ie, through large trade chains) will expand (its share is approximately 30%), while the volume of the whole retail market in the sector will grow slightly in the short and medium term.

Acquisition of Toplofikatsia Rousse by Mechel International

At the end of October 2010 the commission approved the acquisition of direct sole control over Bulgarian electricity power producing and supply company Toplofikatsia Rousse AD by the Swiss company Mechel International Holding GmbH. In Bulgaria, Mechel Group supplies high-energy coals (mainly to the target), as well as sheet steel and tubing products (through its subsidiary Mechel Services Bulgaria OOD). The relevant markets were:

• the market for the production and sale of electric power;
• the market for the production, transmission, wholesale and retail sale of heating; and
• the market for the supply of high-energy coals for the production of electricity and heating.

The commission also assessed the vertical relationship between the parties. According to the commission, Toplofikacia Rousse is a natural monopolist in the second relevant market within the territory of the city of Russe, but the concentration will not lead to an increase of the undertakings' market shares in the relevant markets. However, the commission found that the transaction will not hinder competition in either of the relevant markets and the supply of high-energy coals from Mechel to Toplofikacia will allow Toplofikatsia to provide higher quality services.

Acquisition of Miller Mall Varna One by Raiffeisen Zentralbank

At the beginning of November 2010 the commission approved the acquisition of sole control by Raiffeisen Zentralbank Austria AG (the ultimate holding company of Raiffeisenbank Group and sole owner of Raiffeisenbank Bulgaria EAD) over Miller Mall Varna One EAD (a company which manages and operates a commercial and entertainment centre under the name Mall Varna) through the purchase of 100% of its share capital. The commission found that the concentration will not lead to horizontal or vertical integration between the activities of the undertakings concerned. Therefore, no change in the latter's market position was expected and the concentration raised no competition concerns.

Acquisition of Specter Net and Megalan by Mobiltel

At the end of November 2010 the commission approved the acquisition of sole control by the biggest mobile operator Mobiltel EAD over two companies - Specter Net AD and Megalan Network AD. The commission considered that the transactions were interrelated and thus assessed them as one concentration. The relevant markets were:

• the market for fixed telephone voice service in which Mobiltel and Specter Net are active;
• the retail market for broadband internet access via fixed networks, in which the three companies are active;
• the pay-to-view television market, in which the three companies are active; and
• the market for mobile telephone voice services, in which only Mobiltel is active.

The last of these markets became the object of the commission's assessment, since Mobiltel declared its intention to offer a package of four services (including internet, digital television and fixed and mobile telephone services). According to the commission, the transactions will not lead to the establishment or strengthening of Mobiltel's market position in either of the markets concerned. The commission expects a trend to emerge whereby the offering of services in packages will blur the borders between the traditional segments of the telecommunications sector.

For further information on this topic please contact Ilko Stoyanov at Advokatsko Druzhestvo Andreev Stoyanov & Tsekova in cooperation with Schönherr Rechtsanwälte GmbH by telephone (+359 2 933 1072), fax (+359 2 986 1105) or email (i.stoyanov@schoenherr.bg).