• President of UOKiK, Tomasz Chróstny, has issued two conditional decisions.
• Gemini Polska may take over the companies: Apteka [Pharmacy] Wrzeszcz and Apteka Trójmiasto upon condition of selling three pharmacies.
• By dint of this, competition in local markets in Gdańsk, Starogard Gdański and in Suwałki will not be impaired.

Gemini Polska is in possession of 96 own pharmacies as well as it is an arranger of a franchise network comprising 180 pharmacies. Apteka Wrzeszcz runs 16 pharmacies in 9 towns/cities. Apteka Trójmiasto holds 20 pharmacies in 12 towns/cities. All the pharmacies belonging to the taken-over companies are members of the franchise network arranged by Gemini Polska and are run under the business name of “Gemini”.

In the course of the proceedings, like in previous decisions pertaining to concentration in pharmaceutical market, pharmacies have been assumed to compete within the area of one kilometer. This assumption is a consequence of the fact that consumers most frequently choose pharmacies in the vicinity of their place of residence, work or healthcare facility where the majority of them walks. Only the inhabitants of locations where no pharmacy operates usually drive or go by bus.

Additionally, the analyses made by UOKIK have proven that despite the fact that to-be-incorporated pharmacies are members of the franchise network of the taking-over company, they are still competitors for Gemini Polska own pharmacies.

- Our analyses of local markets have proven that at some of them may face restriction of competition. Still, the sales of three pharmacies will prevent some adverse consequences of the transaction which might be experienced by consumers in Gdańsk, Starogard Gdański and Suwałki - says Tomasz Chróstny, President of the UOKiK.

Following the condition imposed in the decision pertaining to Apteka Wrzeszcz, Gemini Polska is obliged to sell the pharmacy located in Gdańsk at ul. Obrońców Wybrzeża 2. On the other hand, the condition for taking over the Apteka Trójmiasto company is to sell pharmacies in Starogard Gdański at ul. Hallera 19C and in Suwałki at ul. 1 Maja 6. The purchaser may not be a member of the same capital group as Gemini Polska and must be approved by President of UOKIK. The purchase agreement must include a clause whereunder the investor will be obliged to continue pharmaceutical activity in this location. The wording of this provision will additionally require the approval of President of the Office of Competition and Consumer Protection.

According to the law, the merger is subject to notification to the antitrust authority if it involves undertakings whose aggregate turnover generated in the preceding year exceeded EUR 1 billion worldwide or EUR 50 million in Poland.

At the same time, let us remind you that when issuing a decision on concentration, President of UOKiK is allowed to follow exclusively the Act on Competition and Consumer Protection. He is not allowed to follow any other legal instruments, such as the Pharmaceutical Act, for example. For this reason, the only prerequisite on the basis of which President of UOKiK issues his decisions on concentration-related matters will be the impact of the transaction on competitiveness. When assessing the concentration, President of UOKiK may prohibit the transaction, grant approval to its performance or make it subject to some additional conditions. The decisions issued shall remain valid over a period of two years.

The decision is not final. The party notifying the Office has the right to appeal to the Court of Competition and Consumer Protection. At the same time, please be informed that the UOKiK website publishes information on all concentration-related antitrust proceedings conducted by the Authority.

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