The President of the Office of Competition and Consumer Protection authorised a transaction between the owners of the largest shopping centres in Warsaw.The concentration may be implemented under fulfilment of specific conditions.

Many shopping centres operate on the market of retail and services areas in the Warsaw agglomeration, including big shopping malls i.a. Blue City, Reduta, Targówek, Promenada, Wola Park,Galeria Mokotów, Złote Tarasy, Arkadia, and Wileńska.

Today’s decision concerns the concentration of two undertakings owning the largest shopping centres in Warsaw: the co-owner of Galeria Mokotów and Złote Tarasy is authorised to take over other shopping centres – Arkadia and Wileńska, upon fulfillment of condition specified by UOKiK.

Galeria Mokotów and Złote Tarasy are jointly controlled and managed by Unibail-Rodamco. The company operates on the market of large retail rental space. The centres to be taken over include Arkadia and Wileńska, which are controlled and managed by Simon Ivanhoe. This undertaking manages also several other shopping centres in Poland. The participants of the concentration are involved in investments in commercial real estate market.

The proceedings conducted by UOKiK have indicated that the share of undertakings to be merged on the market of rented retail and services spaces in large shopping centres within the territory of Warsaw agglomeration is higher than the level assumed by the antitrust law – 40% perceived as a dominant position. In the opinion of the Office, this concentration would cause the strengthening of a dominant market position of Unibail-Rodamco - the current co-owner of Galeria Mokotów and Złote Tarasy -  in relation to the tenants. After the merger, the undertaking would offer the tenants less advantageous agreement conditions, e.g. making the space rental in one shopping centre dependent on the rental in another one, conclusion of exclusivity agreements, etc.

An analysis of all effects of the intended concentration has indicated that it will lead to a significant restriction of competition on the market of retail and services rental spaces in large shopping centres within the territory of the Warsaw agglomeration. However, the President of UOKiK has decided that the acquiring undertaking is able to fulfill certain obligations so that a consent could be issued.

In the granted conditional consent, the obligations imposed by UOKiK are related to Złote Tarasy shopping centre. The Office has decided that the dependent undertaking, Unibail-Rodamco, until 15 January 2011 will have to dispose of all rights related to pesting a joint control over Złote Tarasy centre or sell them to an independent investor out of the acquiring party capital group.

However, Unibail-Rodamco will keep the rights similar to the privileges of minority interest holders, granted for the purpose of protecting their financial interests. Therefore, the company will have the right of veto, inter alia in the case of amendments to  the articles of association, capital or liquidation of Złote Tarasy, as well as investments, sale or loans exceeding EUR 500,000. Until the condition has been fulfilled, each quarter Unibail-Rodamco will have to submit reports to the President of UOKiK on exercising the  co-owner rights to Złote Tarasy.

In the case of failure to fulfil the above-mentioned obligations, the President of UOKiK may impose a fine amounting up to EUR 10,000 per each day of delay on the side of the undertaking. Consents for implementing concentrations shall expire if within 2 years from their issuance date the transactions have not been implemented.

One of the tasks of UOKiK consists in counteracting concentrations which might distort competition on the market, and in extreme cases, totally eliminate it. A transaction is subject to a notification to the antitrust authority if its participants' combined turnover in the year preceding the notification exceeded EUR 1 billion worldwide or EUR 50 million in Poland. The President of UOKiK may grant a consent or prohibit a concentration. In cases raising doubts and concerning the impact on the competition, the law provides for a possibility of granting a conditional consent to implement the transaction, provided that specific conditions are imposed on the participants thereof – by means of e.g. disposing of the entirety or part of the assets or pesting control over a given undertaking. UOKiK sets a deadline for the undertaking to fulfil these conditions and imposes an obligation to notify the Office about the progress in fulfilling them. Conditional consents are issued very rarely - only 12 in the years 2002-2009

Additional information for the media:
Małgorzata Cieloch, Spokesperson for UOKiK
Department of International Relations and Communication
Pl. Powstańcow Warszawy 1, 00-950 Warszawa
Tel.:(+48 22) 827 28 92, 55 60 106, 55 60 430
faks (+48 22) 826 11 86
E-mail: malgorzata.cieloch@uokik.gov.pl