Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  
 EUROPEAN COMMISSION  
Brussels, 15.7.2022  
    C(2022 ) 5137 final  
PUBLIC VERSION  
 
 
Polski Koncern  Naftowy ORLEN S.A.  
Bielańska 12  
00-085 Warsaw  
Poland  
Subject : Case M. 10649 – PKN ORLEN / NORMBENZ / SELECTED 
HUNGARIAN AND SLOVAK ASSETS OF MOL  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 10 June 2022 , the European Commission received notification of a proposed 
concentration (‘the Proposed Transaction’) pursuant to Article 3(1)(b) of the 
Council Regulation (EC) No 139/2004 by which PKN Orlen S .A. (‘Orlen’ , Poland ) 
will acquire sole control over Normben z Magyarorság Kft (‘Normbenz’ , Hungary ) 
and selected assets currently controlled by M OL Hungarian Oil and Gas Plc. 
(‘MOL’ , Hungary ) (Normbenz and the selected assets of MOL jointly being 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation ’). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( ‘TFEU ’) has introduced certain changes, such as the 
replacement of  ‘Community ’ by ‘Union ’ and ‘common market ’ by ‘internal market ’. The 
terminology of the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p . 3 (the ‘EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other 
confidential information. The omissions are 
shown thus […]. Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 referred to as ‘ the Target’ ) from MOL3. Orlen  is hereafter referred to as the 
‘Notifying Party’ and together with the  Target as the ‘Parties’ . 
1. THE PARTIES  
(2) Orlen is an integrated, multi -utility enterprise that operates in Central and Eastern 
Europe (‘CEE’) and Canada. It is primarily active in the areas of extraction and 
refining of oil and other hydrocarbons, the production of biofuels, of 
petrochemicals, and of electricity (including from renewable sources), the 
wholesale and retail sales of motor fuels, and retail sales of fast moving consumer 
goods  products.  
(3) At the reta il level, Orlen has a very developed retail fuel operation in the CEE 
region, with a retail customer base of 15 million people. Orlen currently owns a 
network of over 2,850 petrol stations across five countries in CEE in  Poland, 
Germany, Czechia, Slovakia and Lithuania.   
(4) The Target is active in the retail sale of motor fuels in service stations in Hungary 
(where it operates 144 service stations) and in Slovakia (where it operates 41 
service stations). This is accompanied by the sale of fast moving consumer  goods , 
which is ancillary to the primary activity of service stations. Furthermore, the 
Target offers car wash services in 34 of the service stations in Hungary and in 11 
service stations in Slovakia.  
2. THE OPERATION  
(5) The Proposed Transaction comprises the acquisition by Orlen of sole control over:  
(a) selected assets currently controlled directly or indirectly by MOL, which are 
the basis for operation of 65 service stations in Hungary (the ‘MOL 
Hungarian Business’);  
(b) Normbenz, a Hungarian limited liability compa ny operating 79 service 
stations in Hungary under the Lukoil brand, which will be acquired by MOL 
(directly or through its subsidiary) from Norm Benzinkút Kft immediately 
prior to Orlen’s acquisition of the Target  as an intermediate step in the 
present tra nsaction. MOL will only acquire Normbenz  in order to transfer it 
to Orlen as part of the Proposed Transation  ; 
(c) selected assets currently controlled directly or indirectly by MOL, which are 
the basis for operation of 35 service stations in Slovakia (the ‘MO L Slovak 
Business’); and  
(d) selected assets, which are the basis for operation of six service stations in 
Slovakia under the Lukoil brand, which were acquired on 2 May 2022 by 
MOL (directly or through its subsidiary) from Normbenz Slovakia s.r.o. (the 
‘Added Slovak Business’).  
(6) As described above, the Proposed Transaction would be executed via a series of 
steps, one of which is the acquisition of Normbenz by MOL prior to its resale to 
Orlen. These interrelated steps are part of a single transaction, the aim of which is 
                                                 
3  Publication in the Official Journal of the European Union No C 234, 17.6.2022 , p. 7. 
 
 
3 the acquisition by Orlen of a network from MOL and Normbenz. That these form a 
single transaction is confirmed by the share purchase agreements entered into 
between Orlen and MOL and between MOL and Normbenz , which state that each  
of these steps is conditional on the other .4  
(7) The Proposed Transaction  will be implemented on the basis of the Share and Asset 
Purchase Agreement entered into between Orlen and MOL on 12 January 2022 (the 
‘Share Purchase Agreement’). The Target’s shares a nd assets will be transferred to: 
(i) ORLEN Unipetrol RPA s.r.o., a subsidiary of Orlen  (for Normbenz ); (ii) 
Normbenz , after its acquisition by Orlen  (for the MOL Hungarian Business ); and 
(iii) ORLEN Unipetrol Slovakia s.r.o.,  another Orlen subsidiary  (for the MOL 
Slovak Business and the Added Slovak Business ). 
3. UNION  DIMENSION  
(8) The Proposed Transaction has an EU dimension pursuant to Article 1(2) of the 
Merger regulation. The undertakings concerned have a combined aggregate world -
wide turnover of more than EUR 5 billion (Orlen: EUR [20-30] billion; Target: 
EUR [250-750] million). Each of them has an EU -wide turnover in excess of EUR 
250 million in the last respective full financial year (Orlen: EUR [20-30] billion; 
Target: EUR [250-750] million). Although the  Target achieved more than two-
third s of its turnover in Hungary, Orlen did not.  
4. RELEVANT MARKETS   
(9) The Proposed Transaction concerns the retail sale of motor fuels at service stations 
in Hungary and in Slovakia. It gives rise to the following horizontal ov erlaps and 
vertical relationships between Orlen and the Target:  
(a) a horizontal overlap on the market s for the retail sale of motor fuels in 
Slovakia;  
(b) a horizontal overlap on the market s for the retail sale of motor fuels in 
Hungary (through the combination of Normbenz and the MOL Hungarian 
Business) ; 
(c) a vertical relationship between Orlen’s activities on wholesale fuel markets in 
Hungary and the Target’s activities on the retail fuel mark ets in Hungary ; and 
(d) a vertical relationship between Orlen’s activities on wholesale fuel markets in 
Slovakia and the Target’s activities on the retail fuel market s in Slovakia . 
(10) As the two vertical relationships between the Parties’ activities would not give rise 
to any affected markets in Hungary or Slovakia,5 these vertical relationships with 
the market  for the wholesale supply of fuel will not be further discussed.  
                                                 
4  Form CO, Schedule 3.1.3.a, clause 5.1.4; Schedule 5.1., clause 5.5 (ii)  
5  The Parties have  combined market shares of approximately [5-10]% and [10-20]% on the  
downstream retail  B2B and B2C markets respectively in Hungary  and below 10% on both segments 
also in Slovakia . On the upstream level, Orlen’s market shares for the wholesale supply of diesel and 
gasoline in Hungary are below 5%, while  in Slovakia Orlen has market shares of [10-20]% for diesel 
and [10-20]% for gasoline.  
 
 
4 4.1. Retail supply of motor fuels  in Hungary and Slovakia  
4.1.1.  Product market definition  
4.1.1.1.  The Commi ssion’s decisional practice  
(11) The Commission has considered in previous decisions that the market for the retail 
supply of motor fuel products constitutes a distinct relevant product market.6   
(12) The Commission has concluded that the retail supply of motor fue ls should not be 
further sub -segmented by type of fuel product (diesel, gasoline and automotive 
liquefied petroleum gas ( ‘LPG ’)),7 and it has defined the market for the retail sales 
of motor fuels as encompassing the sales of all motor fuels at service sta tions.8 The 
Commission previously noted that, although no demand -side substitutability exists 
between the different types of fuels (as customers must use the type of fuel 
appropriate to their vehicle), these are usually available at the distribution level at 
the same point of sales  (i.e. the service stations)  and are therefore substitutable 
from the supply -side perspective.9 The Commission has assessed in the past 
whether there exists a market for the retail sale of automotive LPG separate from 
that of retail sales of other motor fuels, however, it ultimately left the question 
open.10  
(13) Moreover, the Commission has considered  in previous decisions  a number of 
possible segmentations by types of petrol stations, sometimes leaving the question 
open, and in so me cases reaching a conclusion that such a segmentation was or was 
not justified on the basis of the specific characteristics of the geographic market in 
question. In particular, the Commission has considered the possibility of 
segmenting the market of ret ail sales of motor fuels between sales at on -motorway 
and off -motorway stations;11 between sales from regular stations and from 
dedicated truck stops;12 between sales from marine and non -marine stations;13 or 
between sales from manned and unmanned stations.14  
(14) Regarding a possible segmentation between on - and off -motorway stations, the 
Commission has in two recent cases  (one of which concerned the Hungarian 
market)  ultimately decided against such segmentation in view of the particularities 
of those cases (such as the non -existence of tolls or insignificant price 
                                                 
6  M.4919 – StatoilHydro / ConocoPhillips ; M.4545 – Statoil / Hydro ; M.4532 – Lukoil / 
ConocoPhillips ; M.3516 – Repsol / Shell Portugal . 
7  M.9014 – PKN Orlen / Grupa Lotos . 
8  M.7849 – MOL Hungarian Oil and Gas / ENI Hungaria  / ENI Slovenija ; M.4919 – Statoil Hydro / 
ConocoPhillips ; M.4348 – PKN / Mazeikiu ; M.3516 – Repsol YPF / Shell Portugal ; M.3291 – Preem 
/ Skandinaviska Raffinaderi . 
9  M.7849 – MOL Hungarian Oil a nd Gas / ENI Hungaria / ENI Slovenija ; M.4919 – Statoil Hydro / 
ConocoPhillips ; M.3516 – Repsol YPF / Shell Portugal ; M.3291 – Preem / Skandinaviska 
Raffinaderi . 
10  M.7680 – DCC Group / Butagaz ; M.7311 – MOL / Eni Ceska / Eni Romania / Eni Slovensko ; M.500 5 
Galp Energia / Exxonmobil Iberia ; /M.7161 – Dcc Energy / Qstar Försäljning / Qstar / Card 
Network Solutions . 
11  M.7849 – MOL Hungarian Oil and Gas / ENI Hungaria / ENI Slovenija . 
12  M.7849 – MOL Hungarian Oil and Gas / ENI Hungaria / ENI Slovenija ; M.760 3 – Statoil Fuel and 
Retail / Dansk Fuels . 
13  M.4532 – Lukoil / ConocoPhillips . 
14  M.7603 – Statoil Fuel and Retail / Dansk Fuels . 
 
 
5 differences).15  In a previous case , however, it had considered that on -motorway 
stations constitute  a separate market from that for off -motorway stations in view of 
the notable differences in competitive  conditions which characterise the sale of 
fuels by the two categories of service stations (such as the existence of tolls, price 
differences, differences in commercial offer, distinct conditions of entry).16  In 
PKN Orlen / Gr upa Lotos , the Commission cons idered that on -motorway petrol 
stations (including those located on toll and non -toll motorways and expressways) 
likely constituted a distinct market segment in Poland, but ultimately  left the exact 
market definition open.17  
(15) Finally, the Commission has als o considered a segmentation for the retail supply of 
motor fuels between sales to B2B customers (via a fuel card) and to B 2C 
customers. In PKN Orlen / Gr upa Lotos , the Commission concluded that such a 
segmentation was appropriate mainly because of the diff erent price setting/levels, 
diverse needs of each group of customers (notably in terms of network coverage, of 
number of on -motorways stations, toll payment system, online invoicing tools, and 
payment conditions).18 
4.1.1.2.  The Notifying Party’s views  
(16) The Notifying  Party submits, in line with the Commission’s decisional practice  
examining the Hungarian and Slovak markets ,19 that the market for the retail sale 
of motor fuels includes all types of motor fuels available at service stations  
(including LPG) . The Notifying  Party also notes that in  previous decision s 
concerning Hungary  and Slovakia ,20 the Commission  concluded that the market 
should not be subdivided between on - and off -motorway service stations. It 
submits that circumstances in the Hungarian and Slovak market  have not 
significantly changed since these  decision s were adopted in 2016  and 2014 
respectively . 
(17) The Notifying Party submits that it would not be relevant to draw distinctions 
between regular stations and dedicated truck stops in the present case, as the Parties 
do not operate any dedicated truck stops in Hungary.  
(18) As regards a possible split between B2B and B2C sales, the Notifying Party 
submits that the precise market definition can be left open  as the Proposed 
Transaction could only give rise to an affe cted market on the narrowest plausible 
market definition, namely B2C retail sales (when examined at the local level) . 
4.1.1.3.  The Commission’s assessment  
(19) The Commission’s ma rket investigation supports the view that the retail supply of 
motor fuels encompasses all types of motor fuels available at stations,  including 
                                                 
15  M.7603 – Statoil Fuel and Retail / Dansk Fuels , paragraph 28; M.7849 – MOL Hungarian Oil and 
Gas / ENI Hungaria / ENI Slovenija , paragraph 21.  
16  M.1628 – TotalFina / Elf , paragraph 159.  
17  M.9014 – PKN Orlen / Grupa Lotos , recital 626.  
18  M.9014 – PKN Orlen / Grupa Lotos , recitals 627 and ff.  
19  M.7849 – MOL Hungarian Oil and Gas / ENI Hungaria / ENI Slovenija ; M.7311 – MOL / ENI 
Ceska / ENI Romania / ENI Slovensko . 
20  M.7849 – MOL Hungarian Oil and Gas / ENI Hungaria / ENI Slovenija . 
 
 
6 LPG,  with all respondents unanimously confirming this point.21 The Commission 
has not considered whether dedicated automotive LPG stations belong in the same 
market in the present case as no additional a ffected markets would arise.  
(20) For the purpose of the present case, the Commission will leave open a possible sub -
segmentation between on and off -motorway stations, given that neither approach 
would give rise to  competition concerns.  Given that affected mar kets only arise on 
local markets comprising off -motorway stations, only the off -motorway stations 
(i.e. the narrowest plausible segment) will be further discussed in this decision.  
(21) The market investigation has also confirmed that B2B and B2C sales belong to 
distinct markets, with all  but one  respondents confirming this point.22 Respondents 
pointed to the different customer structures in both segments, and to the difference 
in customers’ needs. One respondent explained that while B2B customers primarily 
decide based on price and on the locations of the stations which are members of the 
network, B2C customers tend to be more demanding, and to expect a variety of 
other products and services to be available at petrol stations, and to place 
importance on the cleanliness of the facilities and the friendliness of the staff.23 
Given that the Proposed Transaction does not result in an affected market as 
regards B2B customers, the retail sale of motor fuels to B2B customers will not be 
further discussed in this Deci sion.  
(22) In conclusion, the Commission will only assess the impact of the Proposed 
Transaction on the market for the retail sale of fuel to B2C customers at off -
motorway stations.   
4.1.2.  Geographic market definition  
4.1.2.1.  The Commission’s decisional practice  
(23) The Commission previously  considered that the market for retail sale of motor fuel 
products  to B2C customers  is characterised by competition taking place at both the 
national24 and local level.25  
(24) In MOL/ENI Ceska/ENI Romania/ENI Slovensko ,26 the Commission had 
considered the retail market to be national given that general guidelines on pricing 
and all advertising and promotional activity were decided at national level.   
(25) In later cases, the Commission confirmed that the market for retail sale of motor 
fuels t o B2C customers is national in scope, acknowledging however that these 
markets have a local element, as vehicle owners usually resort to fuel stations in 
                                                 
21  Replies to eQuestionnaire 1, Retail supply of motor fuels in Hungary and Slovakia, Question 5.  
22  Replies to eQuestionnaire 1, Retail supply of motor fuels in Hungary and Slovakia, Question 3.  
23  Replies to eQuestionnaire 1, Retail supply of motor fuels in Hungary and Slovakia, Question 3.  
24  M.4919 – StatoilHydro / ConocoPhillips , paragraph 28; M.453 2 – Lukoil / ConocoPhillips , paragraph 
17; M.3291 – Preem / Skandinaviska Raffinaderi ; M.3375 – Statoil/SDS , paragraph 20; M.3543 – 
PKN Orlen / Unipetrol ; M.3516 – Repsol / Shell Portugal , paragraphs 16 -18. 
25  M.4919 – StatoilHydro / ConocoPhillips , paragr aphs 26 -29; M.6167 – RWA / OMV Warme  
paragraphs 12 -15; M.5005 – Galp Energia / ExxonMobil Iberia , paragraphs 26 -28. 
26  M.7311 – MOL ENI Česká / ENI Romania / ENI Slovensko . 
 
 
7 their vicinity.27  In PKN Orlen / Grupa Lotos  and in STATOIL FUEL AND RETAIL 
/ DANSK FUELS , with regard  in particular to B2C customers, the Commission 
considered that competition conditions in Poland and Denmark were sufficiently 
homogeneous to conclude on a national market, taking into account the local 
elements of competition in its competitive assessment .28 
(26) The Commission has previously applied two different types of analysis in assessing 
local competition between fuel retail networks: the so -called ‘presence -based 
approach’ on the one hand  and the analysis of monitoring data on the other.29 
(27) The presence -based approach is premised on the assumption that local competition 
between retail stations can be indirectly observed by virtue of physical proximity 
between stations. The analysis is carried out by defining isochrones  centred around 
each individual retail station of the respective Party’s retail network . The  radius  of 
the isochrone  is assumed to encapsulate the stations that compete with the station in 
question. The appropriate radius may depend on the particularities of respective 
local area s and will most likely vary between, for example, urban and rural areas. 
Areas of concern are assumed to arise in catchment areas where the Parties’ 
stations overlap and face few, if any, other competitors.  
(28) In MOL Hungarian Oil and  Gas / ENI Hungaria / ENI Slovenij , and PKN Orlen / 
Grupa Lotos   for example, the Commission’s approach was to split retail stations in 
three groups (city, suburban and rural) depending on the area type in which they 
are located and to define separate catc hment area radii per area type of station 
based on driving distances (2.5 km, 5km, and 20 km, respectively ).30 
(29) The analysis of a network’s monitoring data depends instead on the usual business 
practice of retail stations of monitoring the price movements of  competing stations 
in their vicinity. This amounts to a direct observation of the competitive constraints 
exercised on the Parties’ retail stations by competing ones.  
4.1.2.2.  The Notifying Party’s views  
(30) The Notifying Party agrees with the approach followed by the  Commission in 
previous decisions of considering that the market for the retail sale of motor fuels 
to B2C customers  should be defined as national, with competition also taking place 
at a local level.  
4.1.2.3.  The Commission’s assessment  
(31) The Commission considers th at there are no reasons to depart from the approach 
taken in previous cases, such that  the market for the retail supply of motor fuels is 
national, with a local dimension for B2C customers.  
                                                 
27  M.9414 – Kuwait Petroleum Belgium / U Car Services / VP Oil / Certain Businesses  from Uhoda ; 
M.7849 – MOL Hungarian Oil and Gas / ENI Hungaria / ENI Slovenija . 
28  M.9014 – PKN Orlen / Grupa Lotos , paragraphs 646 and ff.; M.7603 – Statoil Fuel and Retail / 
Dansk Fuels , paragraphs 54 and ff.  
29  M.7603 – Statoil Fuel and Retail  / Dansk F uels, paragraphs 135 -141; M.9014 – PKN Orlen / Grupa 
Lotos , paragraphs 760 ff.  
30  M.7849 – MOL Hungarian Oil and Gas / ENI Hungaria / ENI Slovenija  ; M.9014 – PKN Orlen / 
Grupa Lotos . 
 
 
8 (32) As regards the local level, t he Commission's market investigation  in the present 
case suggests that the motor fuel retail supply of motor fuels in Slovakia and 
Hungary  has a significant local dimension  for B2C customers . For the purpose of 
assessing the local dimension of competition,  a majority of respondents confirmed  
that isochrones based on driving distances of 2.5 km, 5 km and 20 km in cities, 
suburban areas and rural areas respectively reflect the distance within which 
motorists consider competing alternatives.31 
(33) For the purpose of this decision, the Commission considers that the market for the 
retail sale of motor fuels to B2C customers in Hungary and Slovakia is national in 
scope with local elements.  
(34) Given the absence of affected markets at a national level, the  Commission will only 
assess competition concerns at the local level. It will examine local areas where the 
Parties’ stations overlap, using isochrones based on driving distances of 2.5 km, 5 
km and 20 km in cities, suburban areas and rural areas respectiv ely. 
5. COMPETITIVE ASSESSMENT  
(35) The Proposed Transaction gives rise to horizontally affected markets for the retail 
supply of motor fuels to B2C customers in Hungary and Slovakia, at the local level  
(off-motorways) . There are no affected markets at the nationa l level, the Parties 
having combined market shares of approximately [5-10]% and [10-20]% on the 
B2B and B2C markets respectively in Hungary32 and below 10% on both segments 
also in Slovakia.  
5.1. Analytical framework  
(36) The Commission has  analysed the Proposed Tran saction taking into account the 
national and local dimension of the retail market as defined in the Commission’s 
previous decisions. In order to assess the local elements of the competition, the 
Commission has  used both a presence -based approach  and an app roach based on 
monitoring data  in previous decisions .  
(37) The monitoring approach takes into account that oil companies monitor each other 
on the retail market and determine the actual pump price by modifying the national 
list price accordingly. The Parties p rovided partial monitoring data. In Hungary, 
they were able to provide data indicating [price monitoring policy] . In Slovakia, 
[price monitoring policy] . Orlen [price monitoring policy] . The Parties did however 
provide data indicating [price monitoring policy] .  
(38) The monitoring approach has the benefit of reflecting the day -to-day business 
decisions of the Parties in terms of which sites are most relevant for informing 
local pricing decisions. However, the monitoring approach does not account for 
indirect  constraints from other competing sites in direct proximity or further away 
which are not directly monitored, but which are monitored by competitors’ sites 
which the Parties monitor.  
                                                 
31  Replies to eQuestionnaire 1, Retail supply of motor fuels in Hungary and Slovakia, Questions 9, 10 
and 11.  
32  Form CO, paragraph 114.  

 
 
10 5.3. No competition concerns in horizontally affected markets   
(43) First , at least four competitors ( i.e., different entities owning and/or operating 
competing service stations) remain in each area post-Transaction. The Commission 
has considered in previous cases that concerns may arise in local areas where three 
or fewer competitors remain post -transaction.33 
(44) Second, in each of the local areas there remain strong competitors post -Transaction, 
including the leading national brands MOL/Slovnaft  (with national market shares 
of [20-30]% in Hungary and [20-30]% in Slovakia by number of stations) and also 
internati onal brands such as Shell  ([10-20]% in Hungary, [5-10]% in Slovakia  by 
number of stations ) and OMV  ([10-20]% in Hungary, [10-20]% in Slovakia  by 
number of stations ).34 In Bánská Bystrica Orlen would compete with MOL and 
OMV, as well as one smaller competito r (Tesco)  (with each of these having one 
station each, or [20-30]% by number of stations ). Overall, a majority of 
respondents to the Commission’s market investigation expect price levels and 
constraints to remain unchanged following the Proposed T ransactio n, as customers 
have sufficient alternative suppliers across the Hungarian and Slovakian territory.35  
(45) Third , in all but two of the areas identified above, the Proposed Transaction would 
result in lower concentration in the local area and in a lower (or unc hanged) market 
share (by number of stations) for the largest operator.36 In most areas, this is due to 
the fact that MOL’s (which is most often the largest operator ) market share would 
be reduced.  In Zone #2 Budapest,  there would be an increase in concentration, 
though  Orlen’s market share post -Transaction would match that of Shell, at [30-
40]%. Only in Bánská Bystrica would the Proposed Transaction give rise to an 
increased market share  for the market leader , from [20-30]% pre -transaction to [40-
50]% for Orlen post -Transaction. Besides, Orlen, three  competitors would remain 
in that area post -Transaction however, of which two (MOL and OMV , with [20-
30]% each ) are also important competitors at a national level.  
(46) Fourth , the Commission has , besides  the number of stations,  also taken into 
account the relative size of the stations in the zones identified above, as measured 
by the number of tanks and pumps at each station, and concluded that the presence -
based market shares s eem to accurately reflect  (or at least not to underestimate ) the 
Parties’ importance in each area , and that the Parties do not appear to have 
significantly larger stations than their competitors .37  In Budapest, the Parties’ 
combined market share by number of pumps would be [30-40]% (compared to [30-
40]% on a presence -based approach), while  in Bánská Bystrica  the figure  would be 
[20-30]% (compared to [40-50]% on a presence -based approach).  
(47) Finally, no complaints regarding the impact of the Proposed Transaction due to 
horizontal overlaps at a local level were submitted to the Commission.  
                                                 
33  M.7849 – MOL Hungarian Oil and Gas / ENI Hungaria / ENI Slovenija , paragraphs 81 -83; M.9014 – 
PKN Orlen / Grupa Lotos , paragraph 795.  
34  Form CO, paragraphs 110 and 122.  
35  Replies to eQuestionnaire 1, Retail supply of motor fuels in Poland, Questions 20 and 24.  
36  Form CO, Schedule 7. The Herfindahl –Hirschman index  would be lower Post -Transaction in all 
areas, with the exception of Zone #2 Budapest  (where it would increase from 2 222 to 2 778) and 
Zone #12 - Bánská Bystrica  (from 2000 to 2800).  
37  Form CO, Schedule 7.  
 
 
11 (48) In conclusion, the Proposed Transaction would not raise competition concerns as a 
result of horizontal eff ects as regards the r etail supply of fuels off -motorway s to 
B2C customers in Hungary or Slovakia . 
5.4. No other concerns  
(49) The Commission received a complaint  regarding the cumulative impact of the 
Proposed Transaction and of a separate transaction whereby MOL w ould acquire a 
network of petrol stations belonging to  Grupa Lotos S.A. (‘Lotos’) from Orlen  in 
Poland (the ‘ MOL/Lotos  Transaction’) .38 The Lotos network being acquired by 
MOL in Poland is being sold in the context of the Commission’s approval, by 
decision of 14 July 2020, of the acquisition by Orlen of Lotos, conditional on a 
package of commitments submitted by Orlen and Lotos.39   
(50) The complainant expressed concerns  that a possible effect of these transactions 
would be to reduce competition between Orlen and  MOL, and that the ir cumulative 
impact would be to undermine the incentives of Orlen and MOL to compete  on fuel 
markets in Central and Eastern Europe .  
(51) On 14 June 2022, the Commission adopted a decision in that case approving MOL 
as a suitable purchaser fo r the Lotos retail network .40 The Commission considered 
that MOL was independent from Orlen; that it possessed the financial resources, 
proven expertise and incentive to maintain and develop the Target as a viable and 
active competitor; and that the acquisi tion by MOL of the Target would not create 
prima facie  competition concerns.  
(52) In reaching the conclusion that MOL is independent of Orlen, the Commission 
decision took into account the fact that MOL will source a significant part of its 
fuel needs from Orl en in Poland in order to supply the Lotos retail network , and 
that Orlen had agreed to acquire a network of stations in Hungary and Slovakia 
from MOL. In its decision, the Commission concluded that the existence of these 
factors was unlikely to diminish MOL and Orlen’s incentives to compete.  
(53) The combined effect of the Proposed Transaction and of the MOL/Lotos  transaction 
amounts to an asset swap between Orlen and MOL, allowing MOL to expand its 
presence on the Polish retail market and Orlen to expand on t he Hungarian and 
Slovak retails markets. Both transactions involve the purchaser (MOL on the Polish 
market and Orlen on the Slovakian and Hungarian markets) being dependent on the 
other party for wholesale fuel supplies in the country. Just as MOL’s statio ns in 
Poland would initially be almost entirely supplied by Orlen, Orlen’s stations in 
Hungary [supply policy] . The Commission has assessed whether this arrangement, 
whereby both Orlen and MOL will significantly depend on each other to supply 
fuel to their  retail businesses, could dampen their incentives to compete.  
(54) When accepting the commitments entered into by Orlen and Lotos in the context of 
case M.9014 PKN Orlen / Grupa Lotos , the Commission considered it essential 
that the buyer of the Lotos Paliwa re tail business should have a guaranteed source 
                                                 
38  Case M.10652 – MOL  / Lotos Paliwa . 
39  M.9014 – PKN Orlen / Grupa Lotos , decision of 14 July 2020.  
40  M.9014 PKN Orlen / Grupa Lotos , Approval of Saudi Aramco, Rossi, Unimot and MOL as 
purchasers of the respective Divestment Businesses , paragraphs 97 -104. 
 
 
12 of supply from Orlen for the entirety of its needs  for a period of five to eight 
years .41 These supplies were to be made on standard market terms, with reference 
to industry benchmarks. The buyer of the Lotos re tail network would in this 
manner benefit  from a secure source of supply at favourable prices, allowing it to 
establish itself as a competitor on the Polish retail market. Therefore, the 
Commission does not consider that the fact that MOL will rely on Orle n for a 
significant part (and perhaps the totality) of its retail needs in Poland for the above -
mentioned period is such as to raise competition concerns.  
(55) There is also a possibility that the asset swap itself could have a chilling effect on 
competition b y encouraging tacit coordination between MOL and Orlen in Poland, 
Hungary and Slovakia, whereby MOL and Orlen would have the means to retaliate 
against each other in case either of them were to price too aggressively on the 
other’s home market.  
(56) The Commis sion generally considers that coordination is more likely to emerge in 
markets where it is relatively simple to reach a common understanding on the terms 
of coordination.42 In addition, for coordination to be sustainable, three conditions 
must be met. First , the coordinating firms must be capable of monitoring whether 
the terms of the coordination are adhered to. Second, the coordinating firms must 
have some credible deterrent mechanism that can be activated if deviation is 
detected. Third, the reaction of o utsiders not participating in the coordination 
should not be able to jeopardise the results expected from the coordination.43  
(57) Tacit coordination would therefore require that MOL and Orlen have such elevated 
market positions on their respective retail marke ts that no other retail competitors 
could disrupt that coordinated course of action. Firms may find it easier to reach a 
common understanding on the terms of coordination if they are relatively 
symmetric.44 Whilst both MOL and Orlen will continue to be the leading players in 
respectively Hungary and Poland, there are in both markets other established retail 
market players that will compete on prices in order to gain market share. In 
addition, the respective market positions of Orlen and MOL, as well as their  market 
positioning, will show significant asymmetry, with MOL being a minor player in 
Poland (with a market share below [5-10]%, compared with Orlen’s [30-40]%) and 
Orlen a comparably small player in Slovakia (<5%, compared with MOL’s share of 
[30-40]%) a nd Hungary ( [5-10]% compared with MOL’s share of [40-50]%).45  
(58) Asymmetry does not contribute to facilitating a successful and sustained 
coordination. Indeed, the asymmetric position of Orlen and MOL makes a possible 
agreement on a common pricing policy unli kely, as a result of which parties may 
want to gain market share through competition. As such, it is unlikely that the swap 
                                                 
41  M.9014 – PKN Orlen / Grupa Lotos, Annex 2 Commitments , paragraph 100.  
42  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of  
 concentration between undertakings ( “Horizontal Merger Guidelines ”), OJ C 31, 05.02.2004, 
paragraph  41. 
43  Case T -342/99, Airtours v Commission , [2002] ECR II -2585, paragraph 62.  
44  Horizontal Merger Guidelines , paragraph 48; Case T -102/96, Gencor v Commission, [1999] ECR II -
753, paragraph 222.  
45  The shares by volume are provided on the combined B2B and B2C retail market, but are not 
meaningfully different when broken down between those segments).  
 
 
13 arrangement itself could diminish the incentive of MOL and Orlen to compete 
against each other.  
(59) For the reasons stated above, the C ommission considers that the Transaction does 
not result in competition concerns as a result of coordinated effects in either of the 
markets assessed in the present decision where both Orlen and MOL are active .  
6. CONCLUSION  
(60) For the above reasons, the Europe an Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA A greement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President