• An entity forming part of the Bać-Pol capital group has failed to notify the UOKiK of its takeover of another undertaking.
• As a consequence, the Competition Authority imposed a fine on the entity in question.
• The total amount of fine exceeded PLN 520 thousand.

Under the provisions of applicable laws, a transaction must be notified to the Office of Competition and Consumer Protection if it involves undertakings whose combined turnover generated in the preceding year exceeded EUR 1 billion worldwide or EUR 50 million in Poland. The maximum amount of the fine for failure to notify the Competition Authority of the intended concentration is 10% of the turnover of the given undertaking generated during the year preceding the year in which the decision in question is adopted.

- Each year, we receive a few hundred applications for concentration approval. Situations in which undertakings fail to notify the Competition Authority of transactions of this kind are relatively rare. It needs to be borne in mind that control of concentration is intended to prevent the formation of undertakings which could have an adverse impact on competition on the given market. For the above reason, the provisions of applicable laws stipulate severe financial penalties for failure to submit a notification of such transaction – says Bernadeta Kasztelan-Świetlik, Vice-President of the UOKiK.

The Competition Authority initiated proceedings against Bać-Pol after receiving information that one of its subsidiaries commenced a concentration scheme without seeking approval from the UOKiK. The analysis subsequently conducted by the Competition Authority confirmed these speculations. In 2012, the company known as Sezam-Śrem took over the control of a part of the property of another company called Klementynka, with registered office in Wrocław. Both undertakings were grocery wholesalers. Since in 2015 Sezam-Śrem became a part of Bać-Pol, it was the latter company against which the proceedings were initiated. Before 2015, Sezam-Śrem was merely a subsidiary of Bać-Pol.

Despite the absence of a written takeover contract, the UOKiK was able to determine that Sezam-Śrem acquired key assets from Klementynka (agreements and contracts with suppliers and key customers, core workforce and goods earmarked for immediate distribution) as well as all the relevant business secrets (including information on prices paid by counterparties, customer and creditor lists as well as payment deadlines).

In the end, the UOKiK imposed a financial penalty in the amount of PLN 527 thousand on Bać-Pol for the failure to submit a notification on intended concentration to the Competition Authority. An additional factor which was taken into account in the process of determining the penalty amount was the fact that the undertaking consciously violated the provisions of the Act on competition and consumer protection, the only attenuating circumstance being that it has only done so for the first time.

The decision is not final and may be appealed against to the Court of Competition and Consumer Protection.

Additional information for the media:

Press Office of the UOKiK
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Phone: 22 55 60 430
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