CELEX: 32014M7311
Language: en
Date: 2014-09-24 00:00:00
Title: Commission Decision of 24/09/2014 declaring a concentration to be compatible with the common market (Case No COMP/M.7311 - MOL / ENI CESKA / ENI ROMANIA / ENI SLOVENSKO) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 24.9.2014
C(2014) 7010 final

                                        [pic]

|To the notifying party:                                                |                                                                       |
|                                                                       |                                                                       |

Dear Sir/Madam,

Subject:    Case M.7311 - MOL / ENI CESKA / ENI ROMANIA / ENI SLOVENSKO
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1]

   1) On 20 August 2014 the Commission received a notification of a proposed concentration pursuant to Article 4 of Council  Regulation  (EC)  No
      139/2004[2] by which MOL Hungarian Oil and Gas Plc. ("MOL", Hungary)  acquires  within  the  meaning  of  Article  3(1)(b)  of  the  Merger
      Regulation sole control over the undertakings Eni Česká Republika, s.r.o. ("Eni Ceska", Czech Republic), Eni Romania S.R.L. ("Eni Romania",
      Romania) and Eni Slovensko, spol. s.r.o. ("Eni Slovensko") by way of purchase of shares. MOL, Eni Ceska, Eni Romania and Eni Slovensko  are
      together referred to as the "Parties" while ENI Ceska, ENI Romania and ENI Slovensko are together referred to as the "Target Companies".

       THE PARTIES

   2) MOL is an integrated oil and gas company active in Hungary and Central Europe in the production and distribution of natural gas, oil, fuels
      and petrochemicals. It presently operates four oil refineries in Hungary, Croatia and the Slovak Republic and has a network  of  more  than
      1,700 filling stations in Central and South-Eastern Europe and Northern Italy.

   3) ENI Ceska is active in the wholesale of  various  refined  oil  products.  It  should  be  noted  that  ENI’s[3]  non-controlling  minority
      shareholding in Česká Rafinérská a.s. (“CRC”), a company that operates two processing refineries in the Czech Republic is being sold to its
      majority shareholder Unipetrol[4].

   4) On the retail level Eni Ceska is active in the sale and distribution of motor fuels, lubricants and convenience goods in the Czech Republic
      through a retail network of 125 service stations. Eni Ceska is mainly active in the Czech Republic and has  minor  sales  in  other  Member
      States.

   5) ENI Romania is active in the wholesale of diesel, gasoline and lubricants. On the retail level it is active in the sale and distribution of
      motor fuels, lubricants and convenience goods in Romania via its own retail network of 42 service stations. Eni Romania is only  active  in
      Romania.

   6) ENI Slovensko is active in the wholesale of diesel and bitumen and the retail distribution of motor fuels lubricants and convenience  goods
      in Slovakia via its retail network consisting of 41 service stations. Eni Slovensko is only active in Slovakia.[5]

       THE OPERATION AND THE CONCENTRATION

   7) The transaction consists of the acquisition of sole control by MOL over ENI Ceska, ENI Romania and ENI Slovensko by way of purchase of  all
      the issued shares of the Target Companies. The transaction will be implemented by way of three de jure interlinked share sale and  purchase
      agreements ("SPAs"). Therefore, the transaction constitutes a single concentration within the meaning of paragraphs 43  and  44  Commission
      Consolidated Jurisdictional Notice.

   8) It is also noted that in parallel to these three SPAs, MOL and ENI concluded another SPA whereby MOL intended to acquire ENI’s interest  in
      the CRC refinery (the "CRC SPA"). However, following the signing of the CRC SPA, Unipetrol, the majority shareholder in CRC, exercised  its
      pre-emption right. […]. Therefore, under any scenario, MOL will not acquire ENI’s stake in CRC pursuant to this transaction.

   9) Therefore, the transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

       EU DIMENSION

  10) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million[6] [MOL: EUR 18  191  million,  ENI
      Ceska: EUR […] , ENI Romania: EUR […] , ENI Slovensko: EUR […] ]. At least two of them have a EU-wide turnover in excess of EUR 250 million
      [MOL: EUR 16 467 million, ENI Ceska: EUR […], ENI Romania: EUR […], ENI Slovensko: EUR […], target companies together: EUR […]],  but  they
      do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State.

  11) Therefore, the notified operation has an EU dimension pursuant to Article 1(2) of the Merger Regulation.

       ASSESSMENT

  12) The Parties' activities overlap in relation to the wholesale and retail supply of motor fuels and a number of  refined  fuel  products  and
      associated services in the Czech Republic, Slovakia and Romania. However, the transaction only leads to affected markets[7] in relation  to
      the market for non-retail sale of bitumen in the Czech Republic; and the markets for non-retail sale of diesel and LPG in Slovakia, and the
      retail supply of motor fuel in Slovakia.[8] No affected markets arise in Romania. The transaction will  also  give  rise  to  a  vertically
      affected market with respect to the vertical link between the ex-refinery and non-retail sales of refined oil products in Slovakia and  the
      retail sale of motor fuels in Slovakia.

1 Market definition

1 Wholesale of refined fuel products

  13) In previous decisions, the Commission has identified two different levels of wholesale distribution of refined fuel  products,  namely  ex-
      refinery sales (primary level of distribution) and non-retail sales (secondary level of distribution).

  14) The Notifying Party submits that ex-refinery sales and non-retail sales belong to one single wholesale market for refined fuel products due
      to the high supply-side substitutability and the fact that there is no clear distinction between the two sales channels.

  15) The Commission carried out a market investigation in which it sent questionnaires to parties’ competitors and customers at  both  wholesale
      and retail levels. The market investigation confirmed that the two sales channels differ based on  the  customer  base.  While  ex-refinery
      sales tend to flow to wholesalers and large resellers, non-retail sales  tend  to  flow  to  large  customers  such  as  small  independent
      resellers, retailers not integrated upstream (e.g. unbranded service station operators) and large industrial and commercial consumers (such
      as public administrations and car rental fleets). Some respondents to the market investigation stated that pricing  and  contractual  terms
      and conditions applied at ex-refinery level and at  non-retail  level  tend  to  differ.  According  to  the  market  investigation,  these
      differences are mainly due to higher volumes typically off-taken ex-refinery, as opposed to lower  volumes  and  increased  flexibility  in
      monthly off-take terms offered at the non-retail level. In this context some respondents also mentioned different delivery  means  required
      by ex-refinery clients, such as delivery by rail.

  16) However, despite these indications that the market could be subdivided according to the sales channel, the overall results  of  the  market
      investigation in the case at hand on whether the wholesale market should be subdivided into ex-refinery sales  and  non-retail  sales  were
      inconclusive. Therefore, for the purpose of the present decision the Commission assesses the effects of the  proposed  transaction  on  the
      basis of the narrowest possible market, i.e. on the basis of separate markets for ex-refinery sales and non-retail sales.

1 Ex-refinery sales of refined fuel products

  17) Ex-refinery sales of refined fuel products constitute a primary level of distribution whereby large cargo  volumes  are  sold  by  refiners
      directly at the refinery gate or delivered by primary transport (i.e. generally by rail, pipeline, ship or barge) to clients’ terminals  or
      storage facilities. The customers are wholesalers, traders or an internal wholesale arm of the refiners which usually  own  or  rent  large
      storage facilities.[9]

  18) In past decisions, the Commission considered that ex-refinery sales of refined oil products may  constitute  a  separate  relevant  product
      market,[10] which could be further segmented into markets for fuel and non-fuel products.[11] The Commission has further considered that ex-
      refinery sales of fuel products ought to further be sub-segmented by product type into sale of gasoline, diesel, fuel  oil,  aviation  fuel
      and LPG.[12]

  19) In terms of geographic market, in previous cases the Commission considered the relevant geographic market for ex-refinery sales of  refined
      fuel products to be EEA-wide or regional (in those cases Western Europe) due the relatively low transportation costs having little  bearing
      on the total price, the fact that the product is a commodity bought and sold internationally, and the fact  that  prices  are  tracked  and
      reported at the EEA level.[13] The market investigation in the case at hand did not contradict these findings.

  20) In any event, for the purpose of the present decision the exact product and geographic market definition in relation to  ex-refinery  sales
      of refined products can be left open, as no serious doubts arise irrespective of the exact product and geographic market definition.

2 Non-retail sales of refined fuel products

  21) Non-retail sales refer to sales of smaller volumes usually from the supplier’s inland storage facilities which are delivered to clients  by
      secondary transport, generally by truck. Customers are generally branded and unbranded service  stations,  independent  smaller  resellers,
      industrial and commercial consumers and public institutions. Compared to ex-refinery sales  of  refined  fuel  products,  non-retail  sales
      involve value added services such as smaller delivery sizes, multiple delivery locations, infrastructure of storage and terminals,  and  in
      many cases payment term flexibility.[14]

  22) In past cases, similarly to ex-refinery sales the Commission has considered that non-retail sales of refined fuel products can  further  be
      sub-segmented into sales of gasoline, diesel, domestic heating oil, heavy fuel oil[15] and LPG.[16]

  23) According to previous Commission decisions, depending on the specifics of the case and considering the radius around each point of  supply,
      the geographic markets for non-retail sales of refined fuel products were considered  to  be  regional  (sub-national),  national  or  even
      regional (supra-national) in scope.[17] However, in most cases the existence of overlapping circles around the various points of supply led
      to indications of national markets.

  24) In the case at hand, given the size and the geographic location of the countries concerned, the market investigation  provided  indications
      that non-retail customers source the product at both national level and in neighbouring countries.

  25) In any event, for the purpose of the present decision the exact product and geographic market definition in relation to non-retail sale  of
      refined products can be left open, as no serious doubts arise irrespective of the exact product and geographic market definition.

2 Non-retail sales of liquid petroleum gas (LPG)

  26) In previous decisions[18] as regards the non-retail sales of LPG, the Commission has considered a sub-segmentation according to the  format
      into LPG sold in bottles and LPG sold in bulk in view of different modes of distribution, uses and quantities consumed.

  27) As to the geographic scope of the market, the Commission considered these markets  to  be  at  least  national  scope,[19]  as  well  as  –
      exceptionally – narrower (macro-regional for Italy[20], local for France[21], and the border region of Poland and the Czech Republic[22]) –
      depending on the Member State concerned.

  28) In any event, for the purpose of the present decision the exact product and geographic market definition in relation to non-retail sales of
      LPG can be left open as no serious doubts arise irrespective of the product and geographic market definition.

3 Non-retail sales of bitumen

  29) The Commission has previously considered that there is a separate product market for the non-retail sales of bitumen as it has  a  distinct
      set of uses (e.g. road construction) and a small number of customers (independent resellers) which clearly differentiates it from other non-
      retail sales of fuel products.[23]

  30) As to the geographic scope of the market, the Commission has previously considered it to be national in scope.[24] However, given the  high
      cost of transportation (bitumen needs to be transported at temperatures above 130 C°) the Commission considered that the geographic  market
      might be narrower in scope.[25]

  31) In any event, for the purpose of the present decision the exact product and geographic market definition in relation to non-retail sales of
      bitumen can be left open as no serious doubts arise irrespective of the product and geographic market definition.

4 Retail sales of motor fuels

  32) The Commission has previously considered that the market for retail sale of motor fuel products constitutes  a  distinct  relevant  product
      market which exclusively applies to forecourt sales.[26] This encompasses sales made at all service stations, both branded  and  unbranded,
      in and outside an integrated retail network.[27]

  33) As regards the distinction between diesel, gasoline and automotive LPG ("LPG-c"), the Commission noted in  past  cases  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), there is a high degree of supply-side substitutability as various types of motor fuels, sometimes with the exception of LPG,  are
      typically available at all points of sale. Regarding the LPG, the Commission considered whether LPG could constitute  a  separate  relevant
      product market, distinct from the sales of gasoline and diesel, leaving this question open.[28]

  34) In addition, in some cases where specific circumstances arise the Commission considered a further sub-segmentation of the retail  sales  of
      motor fuels market depending on the location of the filling station into on motorway and off-motorway sales.[29] This distinction has  been
      considered in cases where there were identified different competitive conditions on and off motorway due to various factors. Amongst  those
      the price levels at the filling stations and the existence of toll booths which may discourage motorists to exit motorways have been  taken
      into consideration. However, in most cases it was concluded that such distinction was not warranted[30].

  35) The Notifying Party agrees that retail sales of motor fuels should not be subdivided according to the type of fuel. As  concerns  the  sub-
      segmentation of the market into on and off motorway, the Notifying Party submits that such sub-segmentation is not relevant for the case at
      hand due to the absence of toll booths that would limit the possibilities of exit of the motorway and the ensuing  absence  of  significant
      price differences between the different kind of stations in the Czech Republic and Slovakia.

  36) The market investigation in the case at hand tested whether the market subdivision per type of fuel (diesel, gasoline and LPG) on  the  one
      hand and the distinction between motorway and off-motorway on the other are warranted in in this case.

  37) On the first question, while the market investigation for Slovakia[31] confirmed that all  filling  stations  typically  offer  diesel  and
      gasoline, LPG is offered at only about 30% to 40% of stations. According to the respondents to the market investigation this is because the
      demand for LPG in Slovakia is currently not fully developed and because LPG is the last type of fuel introduced in the  Slovak  market  and
      not all gas stations are yet technically equipped to install LPG at their premises. However, the market investigation also  indicated  that
      LPG in Slovakia is increasing in popularity and the offer is evolving following the increase in demand. Therefore, it would  be  artificial
      to conclude that retail sales of LPG constitute a distinct market.

  38) Regarding a possible segmentation of the product market between motorway and off-motorway  sales  in  Slovakia,  the  market  investigation
      indicated that there may be some price differences between on motorway and off motorway stations, however they seem minor. In addition, the
      stretches of highway in Slovakia are relatively short and there are no  toll  stations  that  would  limit  the  exit  off  the  motorways.
      Therefore, the segmentation of the market into on-motorway and off-motorway does not seem warranted in this case.

  39) As to the geographic scope of the retail sale of motor fuels market, in its previous  decisions  the  Commission  regarded  the  market  as
      national in scope due to the overlapping catchment areas and the chain of substitution.[32]

  40)  In the case at hand the market investigation seems to confirm the national scope of the market given  that  prices  are  set  at  national
      level. Although there may be some local price variations, general guidelines and all advertising and promotional activity  are  decided  at
      national level.

  41) In any event, for the purpose of the present decision the exact product and geographic market definition in relation  to  retail  sales  of
      motor fuels can be left open as no serious doubts arise irrespective of the product and geographic market definition.

2 Competitive Assessment

1 Horizontally affected markets

  42) Although the Parties’ activities overlap in a number of markets, the transaction results in  the  horizontally  affected  markets  only  in
      relation to the following segments:

    – Non-retail sales of diesel in Slovakia[33];

    – Non-retail sales of LPG in the Czech Republic;

    – Non-retail sales of bitumen in the Czech Republic; and,

    – Retail sales of motor fuels in Slovakia.

  43) All other markets are not affected. However, the Commission also analyses in the next subsection of this Decision the ex-refinery market in
      the Czech Republic where the market shares would be high if the market were to be considered national .

1 Markets for ex-refinery sales

  44) The Parties are both active in the market for ex-refinery sales of diesel and gasoline. MOL has a refinery located in  Slovakia  (Slovnaft)
      while ENI is active through its tolling stake in the CRC refineries located in the Czech Republic.

  45) According to the Notifying Party, in the Central European region (comprising the cluster of neighbouring countries of the Czech  Republic),
      the combined market share of the Parties in the ex-refinery sales market would be below [5-10]%. In this area,  the  Parties  compete  with
      players such as Shell having refineries in Germany and the Netherlands, Total with refineries in Germany  and  France,  BP  also  having  a
      refinery in Germany and PKN Orlen having a refinery in Poland. Should the market be EEA-wide the combined market share of the Parties would
      be even lower, around [0-5]%.

  46) Only if the markets were to be considered as national (quod non), the combined market shares of the parties would be  higher,  around  [40-
      50]%, while Unipetrol, with its stake in the CRC refineries in the Czech Republic would have a share of [20-30]% with respect to diesel and
      [20-30]% with respect to gasoline.

  47) Notwithstanding the high market share at national level, however, the proposed transaction is unlikely to lead to serious doubts as regards
      to its compatibility with the internal market in relation these markets.

  48) First, imports of refined fuel products at ex-refinery level into the Czech Republic are significant. In fact, [50-60]% of the diesel  sold
      ex-refinery in the Czech Republic is imported and [60-70]% of gasoline sold  ex-refinery  in  the  Czech  Republic  is  imported.  This  is
      confirmed by the fact that Shell, BP and TotalFinaElf import gasoline and diesel from neighbouring Member States, such as Germany, and  MOL
      itself has quite significant imports of gasoline and diesel in the Czech Republic. The market investigation also confirmed that ex-refinery
      customers do not source only at national level but also in neighbouring Member  States.  According  to  the  information  provided  by  the
      Notifying Party, there are 14 refineries in this region[34].

  49) Second, the product is a commodity and suppliers compete on price. Customers can switch easily in a short timeframe and without substantial
      cost. The market investigation indicated that it is standard practice in the industry to conclude either short term contracts, of  duration
      of less than one year, or make spot purchases. This contractual structure allows customers to select the  more  suitable  supplier  without
      incurring any contractual penalties and to swiftly respond to any price increase. Indeed, the market  investigation  surfaced  evidence  of
      past customer switching mainly as a consequence of better price offered by competitors.

  50) Further to this, the market investigation indicated that customers tend to adopt a multisourcing strategy to  ensure  security  of  supply.
      According to the respondent to the market investigation this strategy gives customers a stronger negotiation  position,  enabling  them  to
      obtain lower prices, and guarantees security of supply.

  51) Fourth, the market investigation indicated that MOL and ENI are not perceived by the market as close competitors  due  to  their  different
      customer focus. Particularly respondents to the market investigation mentioned CEPRO  and  Unipetrol  as  MOL's  closest  competitors  with
      reference to price, scope of the distribution network and access to supply of refined oil products.

  52) Fifth, according to some respondents to the market investigation there is no real advantage stemming from access to  refining  capacity  on
      the Czech territory. This is also confirmed by the fact that access to the pipeline distribution network operated by CEPRO is available  to
      any undertaking at the same commercial terms and on a non-discriminatory basis. Also, CEPRO owns and rents a network of storage  facilities
      all linked to the pipeline. Hence, access to the distribution network and storage facilities is not a barrier.

  53) It should also be noted that in any event, the reported market shares follow from ENI’s stake in the CRC refinery which is not  subject  to
      this transaction.[35]

  54) Finally, no substantiated concerns in relation to this market were raised during the market investigation.

  55) In light of the above, the Commission considers that the transaction does not give rise to serious doubts as regards its compatibility with
      the internal market in relation to the markets for  ex-refinery  sale  of  diesel  and  gasoline  under  any  plausible  geographic  market
      definition.

2 Market for non-retail sales

  56) The Parties’ activities overlap in relation to non-retail sales of diesel and gasoline in Romania and the non-retail  sales  of  diesel  in
      Slovakia. However, an affected market arises only in relation to non-retail sales of diesel in Slovakia.

  57) On a national level, the combined market share of the Parties in relation to the non-retail sales of diesel in Slovakia would  be  [20-30]%
      with an increment of [0-5]% (ENI Slovensko).

  58) OMV with a share of [10-20]% will continue to be present and exert  competitive  pressure  on  the  merged  entity  on  this  market  post-
      transaction. In addition, smaller wholesalers such as Gulf, Tanker, Oktan, Progress Trading and MG Logistic together  accounting  for  [50-
      60]% of the market are active in the market and expanding.

  59) The market investigation confirmed that ENI has a very limited presence on this market and MOL’s main competitor is OMV.  In  addition,  in
      the course of the market investigation no substantiated concerns in relation to this market have been raised..

  60) In light of the above, the Commission considers that the transaction does not give rise to serious doubts as regards its compatibility with
      the internal market in relation to the market for non-retail sale of diesel in Slovakia.

3 Market for retail sale of motor fuels

  61) The Parties’ activities in relation to retail sale of motor fuels overlap in Slovakia, the Czech Republic and  Romania.  However,  affected
      markets arise only in relation to Slovakia.

  62) On a national level, the combined market share of the parties in Slovakia will be [30-40]% (MOL [30-40]%, ENI Slovensko [5-10]%). A  number
      of strong players are currently present and will continue to constrain the merger entity on this market. Specifically, OMV and Shell,  with
      a [20-30]% market share each are significant players while smaller competitors such as Jukri, Lukoil  and  Hypers  with  individual  market
      shares  [5-10]% are also active.

  63) The scopes of the Parties’ networks are largely geographically complementary. Although there are overlaps especially in  densely  populated
      regions such as Bratislava and Kosice areas, their combined market share there remains [20-30]%.

  64) If the market was to be segmented in on-motorway and off-motorway sales, the combined market share of the Parties on-motorway  would  reach
      [40-50]% with a limited increment of [5-10]%. OMV is the main competitor in this space holding a market share of [40-50]% while  Shell  has
      also a share higher than the target, namely [10-20]%. Other smaller players with market shares  [0-5]% such as Juri  and  Lukoil  are  also
      active. In Slovakia the on-motorway market is rather small representing [5-10]% of the total sales of motor fuels in terms of  volume.  Due
      to the small size of the motorway network in Slovakia, also the total number of gas stations is quite limited. Of a  total  of  42  filling
      stations operated in Slovakia, ENI operates only 5 on-motorway while out of a total of 209 stations in Slovakia, MOL operates only  11  on-
      motorway. OMV currently controls the largest amount of stations on Slovak motorways.

  65) On a possible off-motorway segment, the combined market share would reach [30-40]% with an [5-10]% increment. Shell with a [20-30]%  market
      share and OMV with a [10-20]% market share will continue to compete and constrain the merged entity. Smaller players Jukri and Lukoil  with
      market shares [0-5]% are also active.

  66) The Notifying Party submits that the transaction will not have a negative effect on competition in any of these markets. It argues that, i)
      in particular OMV and Shell, the strongest competitors to the merged entity, both have an established service station network covering  the
      whole of Slovakia and a strong brand; ii) unbranded gas stations, such as the one operated by large supermarket chains  (Tesco,  Carrefour,
      Hypernova) have a strong presence and will exert a strong competitive constraint on the merged entity, in particular  in  the  off-motorway
      segment; iii) customer loyalty is very low and competition is driven by price; and iv) the market is very transparent  and  customers  have
      many tools to compare prices, including online.

  67) The market investigation largely confirmed the Notifying Party’s claims. In the first place, the market investigation indicated that  price
      is the main element of competition and the competitive pressure of unbranded gas stations is  increasing.  Thus  is  demonstrated  by  high
      volumes sold by these gas stations and their steady increase in number and popularity. According to  the  majority  of  respondents,  brand
      recognition is still low on this market and does not drive the customers’ purchasing decisions.

  68) Second, ENI is generally not regarded as a close competitor to MOL both in terms of price and the size of the distribution network. This is
      also because the networks of MOL and ENI are mostly geographically complementary. On the contrary the market investigation  indicated  that
      OMV and Shell are perceived as closest competitors to MOL both in terms of price, level  of  service  and  the  size  of  the  distribution
      network.

  69) Third, the market is highly transparent. In fact customers have the possibility to verify prices of motor fuels in different ways, such  as
      specialised web site listing the prices at filling stations and the website of each  competitor  on  the  market  advertising  the  ongoing
      campaigns.

  70) Fourth, the market investigation did not bring to the surface any substantiated concerns in relation to this market. In fact  none  of  the
      respondents is of the opinion that the proposed transaction may have a detrimental effect on competition. On  the  contrary,  most  of  the
      respondents to the market investigation indicated that they expect the transaction to have no or minimal impact on competition.

  71) Finally, regarding the retail sale of LPG-c in Slovakia, the following can be observed. Even if this could be considered as constituting  a
      separate market, the post transaction estimated combined market share of the parties would be limited  to  [20-30]%  mainly  deriving  from
      MOL's existing position. In fact the transaction would not lead to a substantial change in the structure of the market. Hypers with an [10-
      20]% market share and Shell and OMV both with an [10-20]% market share will continue to compete and constrain the  merged  entity.  Smaller
      players such as Jukri and Lukoil with market shares [0-5]% are also active.

  72) Also, on this market the target has only very marginal activities. In fact, of a total estimated market volume of […],  ENI  accrued  sales
      account only for […] representing a [0-5]% market share.

  73) In light of the above, the Commission considers that the transaction does not give rise to serious doubts as to its compatibility with  the
      internal market on the market for the retail sale of motor fuels in Slovakia.

4 Market for non-retail sales of LPG

  74) The Parties’ activities overlap in relation to non-retail sale of LPG in the Czech Republic which is an affected market.  In  Slovakia  and
      Romania there is no overlapping activity in relation to this market.

  75) On the market for LPG in the Czech Republic, MOL's market share amounts to only less than [0-5]% (irrespective of whether the market should
      be subdivided into bulk and bottles) and ENI Ceska's to [20-30]%. Post transaction the combined market share  will  be  [20-30]%.  Also  in
      terms of volumes the position of MOL is marginal. In fact out of a total market volume estimated between […], MOL's sales were only […]  in
      2013.

  76) The market is characterised by the presence of a very strong player, Unipetrol, with an estimated  market  share  between  [40-50]%.  Also,
      Shell enjoys a strong market position, with an estimated market share between [10-20]%. In addition, a number of smaller players emerged in
      the recent years growing their aggregate market share from [0-5]% in 2011 to [10-20]% in 2013.

  77) No substantiated concerns in relation to this market were raised during the market investigation.

  78) In light of the above, the Commission considers that the transaction does not give rise to serious doubts as to its compatibility with  the
      internal market on the market for the non-retail sale of LPG in the Czech Republic.

5 Market for non-retail sales of bitumen in the Czech Republic

  79) On the market for bitumen in the Czech Republic, MOL's market share accounts to only [0-5]% and ENI Ceska's market share to [30-40]%. Post-
      transaction the combined market share will be [30-40]%.

  80) Two other players are currently present on this market, in particular PKN Unipetrol with a market share of  [50-60]  %  and  Shell  with  a
      market share of [10-20] %.

  81) No substantiated concerns in relation to this market were raised during the market investigation.

  82) In light of the above, the Commission considers that the transaction does not give rise to serious doubts as to its compatibility with  the
      internal market on the market for the non-retail sale of bitumen in the Czech Republic.

2 Vertically affected markets

  83) The transaction also gives rise to vertically affected markets between the upstream market for ex-refinery and non-retail sales of fuels in
      Slovakia where the combined market shares are around [40-50]% and the downstream market for retail sale of motor fuels  in  Slovakia  where
      the combined market shares are also around [ 40-50] %.

  84) The Commission has concluded that in light of the results of the market investigation any merger specific foreclosure effects are unlikely.
      First, input foreclosure is unlikely as on the wholesale market ENI already sources […] of its  needs  from  MOL's  refinery.  Given  MOL's
      refining capacity and the number of other refineries present in the region[36], it is unlikely that the internalisation  of  […]  of  ENI's
      current demand would cut of its downstream competitors from supplies. Second, no customer foreclosure is likely given  that  ENI  currently
      does not purchase any fuel products from third parties. Indeed, […] of its supply already comes from MOL while the other […] comes from its
      stake in CRC refinery.

       CONCLUSION

  85) 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.

For the Commission

(signed)
Joaquín ALMUNIA
Vice-President

-----------------------
[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 24, 29.1.2004, p. 1 (the "Merger Regulation").

[3]   In fact owned by ENI International BV (100% owned by ENI Group), see below, point 8.

[4]   The output of CRC refinery is currently split between ENI and Unipetrol according to their respective shareholdings. However, Unipetrol  is
in the process of acquiring ENI Ceska’s stake in CRC pursuant to its pre-emption right  (see  paragraph  8  below).  This  transaction  is  being
reviewed at the national level and this decision is without prejudice to the outcome of that case.
[5]   With reference to ENI Slovensko, it is worth noting that in 2013 the amount of wholesale sales of bitumen and non-retail sales  of  diesels
were negligible. The former, in fact, amounted to only […] and the latter to […], representing [0-5]% of the total market.

[6]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the  Commission  Consolidated  Jurisdictional  Notice  (OJ
C95, 16.04.2008, p.1).
[7]   Commission Regulation (EC) No 802/2004 of 21 April 2004, Annex I, Section 6, part III.
[8]   The remaining horizontally overlapping activities are minor and do not give rise to affected markets. […], no  affected  market  arises  in
relation to the market for issuance of fuel cards in Slovakia.
[9]   COMP/M.4348 - PKN/Mazeikiu; COMP/M.6261 - North Sea Group/Argos Groep /JV.
[10]  COMP/M.6801 - Rosneft/TNK-BP (2013); COMP/M.6261 - North Sea Group/Argos Groep /JV (2011); COMP/M.6151 -  Petrochina/Ineos/JV;  COMP/M.5846
Shell / Cosan / JV (2011); COMP/M.5005 - Galp Energia/Exxonmobil Iberia; COMP/M.4934 -  Kazmunaigaz/Rompetrol;  COMP/M.4588  -  Petroplus/Coryton
Refinery Business; COMP/M.727 - BP/MOBIL.
[11]  COMP/M.6801 - Rosneft/TNK-BP; COMP/M.6261 - North Sea Group/Argos Groep  /JV;  COMP/M.6151  -  Petrochina/Ineos/JV  (2005);  COMP/M.5846  -
Shell/Cosan/JV; COMP/M.5005 - Galp Energia/Exxonmobil Iberia; COMP/M.4934 - Kazmunaigaz/Rompetrol; COMP/M.727-  BP/MOBIL.
[12]  COMP/M.1383 - Exxon/Mobil, COMP/M.3516 - Repsol YPF/Shell Portugal, COMP/M.4348 - PKN/Mazeikiu; COMP/M.5637 - Motor  Oil  (Hellas)  Corinth
Refineries/Shell Overseas Holdings.
[13]  COMP/M.727 - BP/MOBIL paragraph 34; COMP/M. 4934 -  Kazmunaigaz/Rompetrol,  paragraph  12;  COMP/M.5445  -  Mytilineos/Motor  Oil/Corinthos
Power; COMP/M.6261 North Sea Group/Argos Groep/JV.
[14]  COMP/M.4348 - PKN/Mazeikiu.
[15]  COMP/M.4934 - Kazmunaigaz/Rompetrol.
[16]  COMP/M.3291 - Preem/Skandinaviska Raffinaderi; COMP/M.3375 - Statoil/SDS;  COMP/M.3543  PKN  Orlen/Unipetrol;  COMP/M.3516  -  Repsol/Shell
Portugal; COMP/M.4208 - Petroplus/European Petroleum Holdings;  COMP/M.4545  -  Statoil/Hydro;  COMP/M.5005  -  Galp  Energia/Exxonmobil  Iberia;
COMP/M.5169 - Galp Energia Espana/Agip Espana.
[17]  COMP/M.3291 - Preem/Skandinaviska Raffinaderi; COMP/M.3375 - Statoil/SDS; COMP/M.3543 - PKN  Orlen/Unipetrol;  COMP/M.3516  -  Repsol/Shell
Portuga.
[18]  COMP/M.1628 -  TotalFina/Elf; COMP/M.5637Motor Oil (Hellas) Corinth Refineries/ Shell Overseas Holdings; COMP/M.3664 Repsol  Butano/  Shell
Gas; COMP/M.3375  Statoil/SDS.
[19]  COMP/M.5005 Galp Energia/ExxonMobil Iberia; COMP/M.3664 Repsol Butano/ Shell Gas
[20]  Although some competitors pointed out that the use of local terminals does not necessarily  prevent  the  existence  of  national  markets:
COMP/M.5781 Total Holdings Europe SAS / ERG SPA / JV (2010).
[21]  The possibility of a national market existing was however left open: COMP/M.1628 TotalFina /  Elf  (2000);  COMP/M.6935  Argos  /  Sopetral
(2013).
[22]  Although the markets concerned appeared to be national in scope, the Commission also  assessed  the  impact  of  the  transaction  in  this
particular border region: COMP/M.3543 PKN Orlen / Unipetrol (2005), para. 19.
[23]  COMP/M.5005 - Galp Energia / Exxonmobil Iberia, paragraph 19; COMP/M.5637 - MOTOR OIL (HELLAS) CORINTH REFINERIES/SHELL OVERSEAS  HOLDINGS,
paragraph 48-50.
[24]  COMP/M.727 - BP/MOBIL; COMP/M.3543 - PKN Orlen/Unipetrol.
[25]  COMP/M.5005 - Galp Energia / Exxonmobil Iberia, paragraph 38; COMP/M.5781 – Total Holdings  Europe  SAS/  ERG  SPA/  JV,  paragraph  40-43;
COMP/M.3516 - Repsol YPF/Shell Portugal.
[26]  COMP/M.4919 - StatoilHydro/ConocoPhillips; COMP/M.4532 - Lukoil/ConocoPhillips; COMP/M.4348 - PKN/Mazeikiu; COMP/M.3516 - Repsol  YPF/Shell
Portugal; COMP/M.3291 Preem/Skandinaviska Raffinaderi.
[27]  COMP/M.4919 StatoilHydro / ConocoPhillips (2009);  COMP/M.4545  Statoil  /  Hydro  (2007);  COMP/M.4532  Lukoil  /  ConocoPhillips  (2007);
COMP/M.3516 Repsol YPF / Shell Portugal (2004).
[28]  COMP/M.5005 - Galp Energia / Exxonmobil Iberia, paragraph 12.
[29]  COMP/M.5637 - Motor Oil (Hellas) Corinth Refineries/Shell Overseas Holdings; COMP/M.5005  Galp  Energia/Exxonmobil  Iberia,  paragraph  13;
COMP/M.1383 - Exxon/Mobil, COMP/M.1628 – TotalFina/Elf.
[30]  COMP/M.5637 - Motor Oil (Hellas) Corinth Refineries/Shell Overseas Holdings, paragraph  29;  COMP/M.5005  Galp  Energia/Exxonmobil  Iberia,
paragraph 13; COMP/M.1383 - Exxon/Mobil, COMP/M.1628 - TotalFina/Elf.
[31]  There are no affected markets for this market in the Czech Republic and Romania.

[32]  COMP/M.3291 - Preem/Skandinaviska Raffinaderi; COMP/M.3375 - Statoil/SDS; COMP/M.3543 - PKN  Orlen/Unipetrol;  COMP/M.3516  -  Repsol/Shell
Portuga.
[33]  According to the Notifying Party ENI is not active in the non-retail sale of gasoline in Slovakia.
[34]  This number would increase to 27 if France and the Netherlands were to be included.
[35]  See paragraph 8 of this decision.

[36]  According to the information provided by the Notifying Party, there are 14 refineries in this region which would increase to 27  if  France
and the Netherlands are included.

-----------------------

                                                                  PUBLIC VERSION

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                                                                 MERGER PROCEDURE