• President of the Office of Competition and Consumer Protection Tomasz Chróstny gave his consent for Cellnex Poland to take control over Polkomtel Infrastruktura.
• Entrepreneurs own the infrastructure used by mobile network operators.
• The investigation conducted showed that, despite the significant market shares of the merging parties, it is unlikely that a restriction of competition will occur and that the transaction is likely to strengthen competition in the sector.

The acquiring company belongs to the Cellnex Group of Companies, an operator of infrastructure used, among other things, for the provision of mobile telephony services. In Poland, the Cellnex Group began operations in March 2021 after acquiring control of TowerCo, which owns the passive telecommunications infrastructure serving P4, the owner of the Play network.

Polkomtel Infrastruktura manages the entire mobile telephony infrastructure of the Polkomtel network operator, excluding the core network.

The activities of the merging parties overlap in the provision (hosting) of passive telecommunications infrastructure used for the provision of mobile network services. Passive infrastructure includes, in particular, telecommunications towers and masts.

In this case, the Office conducted a market survey in which it sent enquiries to mobile network operators - Orange Polska, T-Mobile Polska and P4.  Polska Tower also presented its position in the case on its own initiative. In addition, Tomasz Chróstny, President of the Office of Competition and Consumer Protection, asked for an opinion of the President of the Office of Electronic Communications. 

The analysis conducted by the Office of Competition and Consumer Protection showed that although Cellnex Poland will own more than 50% of the telecommunications masts used by mobile networks in Poland after the acquisition of Polkomtel Infrastruktura, the concentration will not lead to a restriction of competition. A similar opinion was presented by the President of the Office of Electronic Communications, Jacek Oko.

"In antitrust law, an entrepreneur is presumed to have a dominant position if its share of a given market exceeds 40 per cent. However, each case should be analysed individually. In the Cellnex Polska – Polkomtel Infrastruktura case, despite the fact that the 40% threshold was significantly exceeded by entrepreneurs, the concentration will not restrict competition. What is more, the entry of an entity not related to any mobile network, providing infrastructure on market terms, should have a positive effect on the competition between operators," says Tomasz Chróstny, President of the Office of Competition and Consumer Protection.

The lack of negative effects of the transaction is due to market specificity. Until 2020, most of the passive telecommunications infrastructure used to provide mobile telephony services in Poland was owned by the four largest operators. Having exclusive ownership of own masts increasing range was an important competitive advantage. Thus, operators had no interest in making them available to other businesses.  The first major departure from this model was the creation by T-Mobile and Orange of a joint venture to manage the network assets of both operators.

Cellnex Poland's acquisition of masts previously used mainly by Polkomtel, while not limiting competition, may lead to easier access to infrastructure for other operators as Cellnex Poland, which is not an operator but an infrastructure manager, has an economic interest in making masts available to multiple parties at the same time. As a result, the transaction could have a positive impact on the competition between operators and, potentially, facilitate the development of smaller operators, who will be able to take advantage of infrastructure available to them in the market instead of developing their own, as has been the case to date.

According to the Act on Competition and Consumer Protection, a transaction shall be notified to the antitrust office if it involves entrepreneurs whose aggregate turnover in the preceding year exceeded EUR 1 billion worldwide or EUR 50 million in Poland. 

The website of the Office of Competition and Consumer Protection provides information on all antitrust proceedings pertaining to concentrations conducted by the office. For more information on the principles of concentration of entrepreneurs, see the specially prepared study.

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