EMSI VIOLATED THE LAW ON COMPETITION BY EXPANDING ITS NETWORK OF PETROL STATIONS WITHOUT PERMISSION OF THE COMPETITION COUNCIL

The Competition Council found that the petrol station network operator Emsi took control of four petrol stations without the institution’s authorisation. The company has been ordered to bring the infringement of the Law on Competition to an end and has been fined a total of EUR 1,022,170.

The investigation revealed that Emsi implemented one merger in March 2024, when it leased two petrol stations in Kaunas (T. Masiulio st. and Vandžiogalos pl.) from the related company Antira, which had acquired those from Tubus four days earlier. This way, Emsi indirectly took control of these two petrol stations through Antira. Emsi implemented another merger in April 2024 by acquiring from Takuras a petrol station on Kirtimų street in Vilnius, and a month later, another petrol station in Maišiagala, Vilnius district.

These transactions had to be notified in advance and cleared by the Competition Council. In line with the practice of the Authority and the courts, a petrol station is considered to be an independent economic entity generating economic benefits, i.e. a part of specific-purpose property to which a corresponding market turnover can be attributed. The acquisition of control over such property, whether through long-term lease agreements or purchase and sale agreements, qualifies as a merger within the meaning of the Law on Competition.

The revenues of each of the parties to the transaction – Emsi and the petrol stations it acquired – exceeded EUR 2 million in Lithuania, and their combined revenues exceeded EUR 20 million. Therefore, they exceeded the revenue thresholds set out in the Law on Competition, meaning that the acquiring entity should have sought prior approval from the Competition Council. The Competition Council informed Emsi of this obligation even before starting the investigation, however the company ignored the institution's explanations.

Jolanta Ivanauskienė, Chairwoman of the Competition Council, stated that merger control is an important procedure for protecting effective competition in the market.

"When examining future transactions, our institution's experts assess the possible consequences of the concentration on the market and whether there is a risk that a particular transaction could significantly reduce competition. Such negative consequences could arise even from the acquisition of a single petrol station, as petrol stations usually compete in relatively small areas," said J. Ivanauskienė, urging businesses to consult with the institution's experts if they have any doubts as to whether a particular transaction requires the approval of the Competition Council.

Having assessed all the circumstances, the Competition Council found that Emsi had violated the Law on Competition by implementing two mergers without notifying the Authority and obtaining its permission. The company was fined EUR 545,160 and EUR 477,010 for the two violations and was ordered to terminate the violation within the next three months, i.e. either to submit merger notifications to the Authority to obtain clearances, or to restore the previous situation or eliminate the consequences of the violations. 

The Law on Competition provides for deterrent fines of up to 10% of total annual global revenue for implementing a merger without authorisation. Each of the financial penalties imposed on Emsi is less than 0.3% of the Emsi group’s total annual global revenue in 2024.

The decision may be appealed to the Regional Administrative Court within one month from the date of its notification or publication on the Competition Council's website.