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, 15.07.2022  
    C(2022 ) 5170 final   
PUBLIC VERSION  
 
 
MOL Hungarian Oil and Gas Plc. 
Oktoberhuszonharmadika utca 23  
1117, Budapest,  
Hungary  
Subject : Case M. 10652  – MOL  / LOTOS PALIWA  
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 notificatio n of a proposed 
concentration (‘the Proposed Transaction ’) pursuant to Article 3(1)(b) of the 
Council Regulation (EC) No 139/2004  (‘the Merger Regulation ’) by which MOL 
Hungarian Oil and Gas Plc. ( ‘MOL ’, Hungary ) will acquire sole control over 
LOTOS Paliwa Sp. z o.o. ( ‘Lotos Paliwa ’ or ‘the Target ’, Poland ) from Grupa 
LOTOS S.A .3 MOL  is hereafter  referred to as the ‘Notifying Party ’ and together 
with the  Target as the ‘Parties ’. 
                                                 
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”).  
3  Publication in the Official Journ al of the European Union No C236, 20.6.2022, p. 104 . 
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information omitted has been replaced by 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 1. THE  PARTIE S  
(2) MOL  and its affiliated entities ( ‘MOL Group ’) is a Central Eastern European 
(‘CEE’) integrated oil and gas corporation headquartered in Budapest, Hungary. 
MOL Group operates in over 30 countries and employs 25,000 people worldwide. 
It is active upstream and downstream in the oil sector, with activities in 
exploration, extraction, refini ng, and wholesale and retail supply of fuels .   
(3) At the retail level, MOL Group has developed retail fuel operation s in the CEE 
region, with a 10 million retail customer base and one million daily transactions. 
MOL Group currently owns a network of nearly 2  000 petrol stations under six 
well-established brands across nine countries in CEE. MOL, Slovnaft, INA, Tifon, 
Energopetrol and PapOil are all brands within MOL Group having a presence on 
the Croatian, Hungarian, Slovakian, Bosnian, Czech, Romanian, Slove nian, 
Serbian, Montenegrin and Polish markets.   
(4) Lotos Paliwa manages a network of petrol stations across Poland under the ‘Lotos ’ 
brand , 417 of which are the subject of the Proposed Transaction . The main 
activities of Lotos Paliwa include retail trade with  consumers as well as 
management and development of the fuel station retail network.   
2. THE  OPE RATION  
(5) By decision of 14 July 2020 adopted in application of Article 8(2) of the Merger 
Regulation , the Commission declared the operation by which Polski Koncern 
Naftowy ORLEN S.A., (‘Orlen ’, Poland) acquired  within the meaning of Article 
3(1)(b) of the Merger Regulation sole control of Grupa Lotos S.A. (‘Lotos ’, 
Poland) compatible with the internal market and with the EEA Agreement, subject 
to full compliance with the commitments submitted by Orlen and Lotos .4 
(6) In particular, in order to remove the competition concerns identified in the 
Commission’s decision  in that case , Orlen and Lotos committed to divest, or 
procure the divestiture of several businesses. Among oth er businesses, Orlen and 
Lotos committed to divest  389 Lotos petrol stations, amounting to approximately 
80% of the Lotos retail network .5   
(7) In application of these commitments, t he Proposed Transaction consists in the 
acquisition of the retail activities  of Lotos Paliwa by MOL, who will acquire 100% 
of the shares in that business from Grupa Lotos.  
(8) For completeness, Lotos Paliwa is also currently active in the wholesale supply of 
fuels in Poland. However, prior to the Proposed Transaction, these wholesale  
activities will be split from Lotos Paliwa to be acquired by a separate purchaser. 
Following this demerger, Lotos Paliwa will hold only the assets related to the 
operation of the network of 417 service stations which are being acquired by MOL , 
while the r emain der will be acquired by Orlen . 
                                                 
4  M.9014 – PKN Orlen / Grupa Lotos , decision of 14 July 2020 . 
5  The Proposed Transaction however involves a slightly higher  number of stations, 417.  
 
 
3 3. UNION  DIME NSION  
(9) The 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 5  000 million  (MOL Group: EUR 16  600 million; Target: 
EUR […] million). Each of them has an EU -wide turnover in excess of EUR 250 
million in the last respective full financial year (MOL Group: EUR […] million; 
Target: EUR […] million). Although the Target realised more  than 2/3 of its 
turnover in Poland, MOL did not.  
4. RE LE VANT MARKE TS   
(10) The Proposed Transaction concerns the retail sale of motor fuels at service stations 
in Poland . It gives rise to the following horizontal overlaps and vertical 
relationships between MOL and the Target:  
(a) a horizontal overlap on the market for the retail sale of motor fuels in Poland ; 
(b) a vertical relationship between MOL’s  activities on wholesale fuel markets in 
Poland  and the Target’s activities on t he retail market  in Poland . 
(11) As the vertical relationships between the Parties’ activities would not give rise to 
any affected markets in Poland , these vertical relationships with the market for the 
wholesale supply of fuel will not be further discussed.  
4.1. Retail supply of motor fuels  in Poland  
4.1.1.  Product  market definition  
4.1.1.1.  The Commission’s decisional practice  
(12) 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   
(13) The Commission has concluded that the retail supply of motor fuels 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 sales of motor fuels at se rvice stations.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 distributi on 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 previous decisions  whether there 
                                                 
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 and Gas / ENI Hungaria / ENI Slovenija ; M.4919 – Statoil Hydro / 
ConocoPhillips ; M.3516 – Repsol YPF / Shell Portugal ; M.3291 – Preem / Skandinaviska 
Raffinaderi . 
 
 
4 exists a market for the retail sales of automotive LPG separa te from that of retail 
sales of other motor fuels, however, it ultimately left the question open.10  
(14) Moreover, the Commission considered in previous decisions a number of possible 
segmentations by type of petrol stations, sometimes leaving the question open , in 
some cases reaching a conclusion that such a segmentation was or was not justified 
on the basis of the specific characteristics of the market in question. In particular, 
the Commission has considered the possibility of segmenting the market of retail 
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  
(15) Regarding a possible segmentation between on - and off -motorway stations, the 
Commission has in two  recent  cases ultimately decided against such segmentation 
in view of the particularities of those cases (such as the non -existence of tolls or 
insignificant pri ce differences).15 In a previous decision , however, it 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 considered 
that on -motorway petrol stations (including t hose located on toll and non -toll 
motorways and expressways) likely constituted a distinct market segment in 
Poland, but it ultimately  left the exact market definition open.17  
(16) Finally, the Commission has also 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 different 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, 
payment conditions).18 
4.1.1.2.  The Notifying Party’s views  
(17) The Notifying Party submits, first, that a segmentation of the market between on - 
and off -motorway service stations  is not relevant for the Proposed Transaction  as 
                                                 
10  M.7680 – DCC Group / Butagaz ; M.7311 – MOL / Eni Ceska / Eni Romania / Eni Slovensko ; M.5005 
Galp Energia / Exxonmobil Iberia ; /M.7161 – Dcc Energy / Qst ar 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.7603 – Statoil Fuel and 
Retail / Dansk Fuels . 
13  M.4532 – Lukoil / ConocoPhillips . 
14  M.7603 – Statoil Fuel and Retail / Dansk Fuels . 
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.  
 
 
5 MOL is not active in the on -motorway segment in Poland.  The precise market 
definition can therefore be left open in this regard.  
(18) The Notifying Party  submi ts, second,  that circumstances in the Polish  market 
justify a segmentation between B2B and B2C sales .  
(19) The Notifying Party also notes that non -fuel sales at retail fuel stations should not 
be considered as a separate market as they are ancillary to the ret ail fuel market .  
4.1.1.3.  The Commission’s assessment  
(20) First, 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 LPG,  with all respondents unanimously c onfirming this point.19 
However,  as regards LPG  the precise segmentation can be left open as no affected 
markets would arise on a potential segment for the sale of LPG.  
(21) For the purpose of the present case, the Commission will leave open a possible sub -
segm entation between on and off -motorway stations, given that neither approach 
would give rise to competition concerns. Given that affected markets 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.  
(22) The market investigation has also confirmed that B2B and B2C s ales belong to 
distinct markets .20 One r espondent noted that “[t] he B2B and B2C markets  [are] 
characterized by a different offer of products and services, and thus require  a 
different sales strategy and activities ”. Another respondent pointed to different 
preferences of B2B customers who determine their pre ferred supplier based on 
“having access to  [a] large network of stations, and having access to stations along 
transit routes ” while B2C customers “ tend to view the retail market more as a 
local market, than national one ”. Other respondents pointed to differences in prices 
offered to B2B compared t o B2C customers.21 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 Decision.  
(23) In conclusion, the Commission will only as sess 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  
(24) The Commission previously  considered that the market for ret ail sale of motor fuel 
products  to B2C customers  is characterised by competition taking place at both the 
national22 and local level.23  
                                                 
19  Replies to eQuestionnaire 1, Retail supply of motor fuels in Poland, Question 4.  
20  Replies to eQuestionnaire 1, Retail supply of motor fuels in Poland, Question 3.  
21  Replies to eQuestionnaire 1, Retail supply of motor fuels in Poland, Question 3.1.  
22  M.7311 – MOL ENI Česká / ENI Romania / ENI Slovensko ; M.4919 – StatoilHydro / ConocoP hillips , 
paragraph 28; M.4532 – Lukoil / ConocoPhillips , paragraph 17; M.3291 – Preem / Skandinaviska 
 
 
 
6 (25) This approach was also followed in recent  cases,  where  the Commission confirmed 
that the market for retail sale of motor fuels to B2C customers is national in scope, 
acknowledging however that these markets have a local element, as vehicle owners 
usually resort to fuel stations in their vicinity.24 In PKN Orlen / Grupa Lotos , with 
regard in particular to B2C customers, the Co mmission considered that competition 
conditions in Poland were sufficiently homogeneous to conclude on a national 
market, taking into account the local elements of competitio n in its competitive 
assessment .25 
(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 a network’s monitoring data on the 
other.26 
(27) The pr esence -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 individua l 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 
quest ion. 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 PKN Orlen / Grupa Lotos  for example, the Commission ’s approach was to split 
retail stations in three groups ( urban , suburban and rural) depending on the area 
type in which they are located and to define separate catchment area radii per area 
type based on driving distances (2.5 km, 5km, and 20 km, respecti vely).27 
(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 constra ints 
exercised on the Parties’ retail stations by competing ones.  
4.1.2.2.  The Notifying Party’s views  
(30) The Notifying Party submits that the geographic scope of the market for the retail 
sale of motor fuel products to B2C customers  should be defined as national.  It 
nevertheless provides market data also on a local level , in line with  the 
                                                                                                                                                      
Raffinaderi ; M.3375 – Statoil/SDS , paragraph 20; M.3543 – PKN Orlen / Unipetrol ; M.3516 – Repsol 
/ Shell Portugal , paragraphs 16 -18. 
23  M.4919 – StatoilHydro / ConocoPhillips , paragraphs 26 -29; M.6167 – RWA / OMV Warme  
paragraphs 12 -15; M.5005 – Galp Energia / ExxonMobil Iberia , paragraphs 26 -28. 
24  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 . 
25  M.9014 – PKN Orlen / Grupa Lotos , paragraphs 646 and ff. See also  M.7603 – Statoil Fuel and 
Retail / Dansk Fuels , paragraphs 54 and ff.  
26  M.7603 – Statoil Fuel and Retail  / Dansk Fuels , paragr aphs 135 -141; M.9014 – PKN Orlen / Grupa 
Lotos , paragraphs 760 ff.  
27  M.9014 – PKN Orlen / Grupa Lotos . See also  M.7849 – MOL Hungarian Oil and Gas / ENI 
Hungaria / ENI Slovenija . 
 
 
7 Commission ’s previous decisions that considered the B2C retail market to be 
national  with local elements of competition . 
4.1.2.3.  The Commission’s assessment  
(31) The Commission considers that  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 of competition for B2C customers.  
(32) As regards the local level, a majority of respondent s to the Commission’s market 
investigation  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.28  
(33) For city isochrones  specifically  however, the market investigation resulted in a 
nuanced picture depending on the size of the cities  in Poland . In particular 
regarding s maller cities ( e.g., 100 000-200 000 inhabitants), the market 
investigation was inconcl usive as to whether driving patterns of motorists in Poland 
are more similar to larger cities or to suburban areas  in terms of distance. 
Furthermore, in that context the market investigation pointed to the relevance of 
driving time as a metric . Indeed, w hile some respondents consider driving patterns 
in Poland  to be similar regardless of the size of the city mainly due to a comparable 
density of urban  fuel station network s irrespective of the size of the city , others 
consider that motorists in smaller cit ies are more flexible and are inclined to make 
decisions based on  driving time rather than driving distance. One respondent noted 
in this regard that “[the distinction based on distance] is justified by the  time it takes 
to drive this distance in those cit ies. Smaller cities are more similar in this regard 
to “suburban areas” , with 5  km driving distance being more suitable ”. Another 
respondent noted  more generally that driving patterns “also depend on the size of 
the cities, number of the petrol stations in  the micro -regions, and traffic flow .” 
Others still pointed to more homogeneous price levels among fuel stations in 
smaller cities compared to bigger cities  in Poland .29  
(34) For the purpose of this decision , the Commission considers that the market for the 
retail sale of motor fuels to B2C customers in Poland  is national in scope with local 
elements  of competition . Given the absence of affected markets at national level, 
the Commission will in this decision only assess competition at the local level.  To 
do so, 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 respectively . 
5. COMPE TITIVE ASSE SSME NT  
(35) The Proposed Transaction gives rise to seven  horizontally affected markets for the 
retail supply of motor fuels to B2C customers  in Poland , at the local level  (off-
motorways) . It does not result in an  affected market at the national level ; the Parties 
have a combined market share below 10 % nationally.30 
                                                 
28  Replies to eQuestionnaire 1, Retail supply of motor fuels in Poland, Questions 5, 6 and 7.  
29  Replies to eQuestionnaire 1, Retail supply of motor fuels in Poland, Question 8.  
30  Form CO, paragraph 6.4.1.  


 
 
10 (44) Third , even with regard to that local area  where the Parties’ combined share 
exceed s 40%, i.e. Opole I ,34 the Proposed  Transaction does not give rise to 
concerns , for the r easons set out below.  
 Regarding the local area  of Opole – a small city of only about 120  000 
inhabitants , factual elements show competitive constraints exerted by other 
nearby stations which lie in close vicinity to the Parties’ stations  albeit 
beyond the strict 2.5km driving distance radius  taken into account for cities . 
In light of the results of the Commission’s market investigation , it appears 
justified to take into account these out -of-market constraints.  
 Indeed, first it appears that local area  reality for Opole is  based on driving 
time rather than driving distance.  The method of calculating market shares 
using a catchment area of 2.5km driving distance in urban areas reflects t he 
approach taken in case M.9014  – PKN Orlen/Grupa Lotos . The underlying 
logic builds on motorists’ willingness to spend time in traffic in search of 
alternative sources for fuel and takes into account slowdown s in urban 
traffic compared to suburban and rural traffic (hence the split into 2.5km, 
5km and 20km distances respectiv ely). Compared to a larger urban 
environment, such as Warsaw, where a 2.5km driving distance corresponds 
to approx imately  10 minutes driving time depending on traffic, the same 
driving time can connect destinations of more than 5km depending on 
traffic in a small city such as Opole.  
 Based on isochrones of a 10 minutes driving time, the Parties’ combined 
share in the local area  of Opole I would fall drastically , to [10-20]%, so that 
the Proposed Transaction would not even result in an affected market on 
that basis .  
 And e ven with only a minimal sensitivity increase, adding fuel stations 
within the same driving time from one of the Parties’ stations in Opole I to 
the other , which amounts to 6 minutes, the Parties’ combined share would 
decrease to [30-40]% or less.  
 Furthermore, t he Commission’s market investigation confirmed the lack of 
concerns for the city of Opole. A majority of respondents who commented 
on local dynamics in Opole consider a price increase following the 
Transaction unlikely.35 One of the r espondents indicated for instance that 
“the change of the brand from Lotos to MOL will not have an impact on 
fuel prices on the Opole market due to the large number of petrol stations 
in the city ”.36 Over 7 0% of the respondents estimate that customers in 
                                                 
34  The Notifying Party ha s identified two separate local markets in the city of Opole, one around the 
Slovnaft Partner station at ul. Prószkowska 71  (referred to as market “Opole I”) and one around the 
Slovnaft Partner station at ul. Ozimska 184  (referred to as market “Opole II”). Both stations do not 
overlap even under a wider isochrone approach based on driving time of up to 13 minutes. Even using 
an isochrone of 13  minutes driving time around Opole I, which would encompass the next stations 
belonging to the Parties’ networks, the combined market share would be only [10-20]%.  
35  Replies to eQuestionnaire 1, Retail supply of motor fuels in Poland, Question 14.  
36  Replies to eQuestionnaire 1, Retail supply of motor fuels in Poland, Question 14.1.  
 
 
11 Opole will have sufficient alternative suppliers to source fuel from should 
the Parties increase prices locally post -transaction.37 
(45) In conclusion, the Proposed Transaction would not give rise to competition  
concerns as a result of horizontal effects  as regards the retail supply of motor fuels 
to B2C  customers in Poland . 
5.4. No other concerns  
(46) As mentioned above, one respondent  to the market investigation has also raised 
concerns regarding the cumulative impact of the Proposed Transaction and of a 
separate  transaction whereby Orlen would acquire a network of petrol stations from 
MOL in Hungary and Slovakia.38 The respondent was concerned that a possible 
effect of these transactions would be to reduce competition between Orlen and 
MOL , and  that the ir cumulati ve impact would be to undermine the incentives of 
Orlen and MOL to compete on fuel markets in Poland.  
(47) As explained at paragraphs (5) to (7) above, the Proposed Transaction arises in the 
context of the implementation of remedies adopted in case M.9014 PKN Orlen / 
Grupa Lotos .39 On 14 June 2022, the Commission adopted a decisi on in that case 
approving MOL as a suitable purchaser for the Target. 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 an d 
active competitor; and that the acquisition  by MOL of the Target  would not create 
prima facie  competition concerns.  
(48) 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 Orlen in Poland in order to supply the Target , 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 fact ors were 
unlikely to diminish MOL and Orlen’s incentives to compete.  
(49) The combined effect of the Proposed Transaction and of Orlen’s acquisition of 
assets from MOL in Hungary and Slovakia amounts to an asset swap between 
Orlen and MOL,  allowing MOL to expan d its presence on the Polish retail market 
and Orlen to expand on the Hunga rian 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 par ty for 
wholesale fuel supplies in the country. Just as MOL’s stations in Poland would 
initially be  almost entirely  supplied by Orlen, Orlen’s stations in Hungary would be 
supplied by MOL for [percentage] % of their fuel needs.  The Commission has 
assessed wh ether 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.  
                                                 
37  Replies to eQuestionnaires 1 and 2, Retail supply of motor fuels in Poland, Question 15. All other 
respondents who did not consider alternative sources to be sufficient re plied they did not know the 
local market of Opole.  
38  Case M.10649 – PKN Orlen / Normbenz / Selected Hungarian and Slovak Assets of MOL . 
39  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 (50) When accepting the c ommitments  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 retail business  should have a guaranteed source 
of supply from Orlen for the entirety of its needs  for a period of five to eight 
years .40 These s upplies were to  be made on standard market terms, with reference 
to industry benchmarks . The buyer of the Lotos Paliwa retail  business would in this 
manner benefit  from a secure source of supply at favourable prices, allowing it to 
establish itself as a co mpetitor on the Polish retail market . Therefore, the 
Commission does not consider that the fact that MOL will rely on Orlen for a 
significant part (and perhaps the totality) of its retail needs in Poland  for the above -
mentioned period  is such as to raise c ompetition concerns.  
(51) There is also a possibility that  the asset swap itself could have a chilling effect on 
competition by 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 .  
(52) The Commission generally considers that coordination is more likely to emerge in 
markets where it is relatively simple to reach a commo n understanding on the terms 
of coordination.41 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 coor dinating firms must 
have some credible deterrent mechanism that can be activated if deviation is 
detected. Third, the reaction of outsiders not participating in the coordination 
should not be able to jeopardise the results expected from the coordination.42  
(53) Tacit coordination  would therefore require that MOL and Orlen have such elevated 
market positions on the ir respective retail markets that no other retail competitors 
could disrupt that coordinated course of action. Firms may find it easier to reach a 
comm on understanding on the terms of coordination if they are relatively 
symmetric.43 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 wi ll 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]%) and Hungary  ([5-10]% compared with MOL’s share of [40-50]%).44  
(54) Asymmetry does not contribute to facilitating a successful and sustained 
coordination. Indeed, the asymmetric position of Orlen and MOL  makes a possible 
                                                 
40  M.9014 – PKN Orlen / Grupa Lotos, Annex 2 Commitments , paragraph 100.  
41  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. 
42  Case T -342/99, Airtours v Commission , [2002] ECR II -2585, paragraph 62.  
43  Horizontal Merger Guidelines , paragraph 48; Case T -102/96, Gencor v Commission, [1999] ECR II -
753, paragraph 222 . 
44  The shares are provided on the combined B2B and B2C retail market, but are not meaningfully 
different when broken down between those segments).  
 
 
13 agreement on a common pricing policy unlikely, as a result of which parties may 
want to gain market sha re through competition. As such, it is unlikely that the swap 
arrangement itself could diminish the incentive of MOL and Orlen to compete 
against each other.  
(55) For the reasons stated above, the Commission 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  
(56) For the above reasons, the European 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 Agreement .  
For the Commission  
 
 
(Signed)  
Margret he VESTAGER  
Executive Vice-President