March 08th, 2012

Food, Beverages, Consumer Goods

Merger

Article 4d of L. 703/77

Clearance. Imposition of a fine for overdue notification of the merger and infringement of early realization of the merger prior to the relevant approval decision of the Hellenic Competition Commission.

Acquiring company(ies)

ELGEKA S.A.

Target company

VITA PI S.A.

In July 2010, the Directorate-General for Competition received related letters and was informed by press reports, regarding the acquisition of the company “VITA PI S.A” (hereinafter “VITA PI”) by the company ELGEKA S.A. (hereinafter “ELGEKA”). The Directorate-General for Competition invited the company ELGEKA to notify the concentration in question, in accordance with the provisions of law 703/1977, as in force. The same day, ELGEKA notified to the Authority, subject to article 4a of law 703/1977, as in force, its acquisition of the 99,92% of the VITA PI’s shares. However, during the investigation of the notified concentration, it was decided that it did not qualify as a notifiable merger in accordance with the provisions of article 4a of law 703/1977 (subsequent control of small concentrations), as in force, but as a merger falling under the thresholds and other requirements of article 4b of the same competition law. Consequently, the merger was subject to a prior, precautionary assessment by the Hellenic Competition Commission, and its suspension until the final clearance granted to it by the HCC. Following the above, ELGEKA re-notified, in accordance with article 4b of law 703/77, the realized concentration, which was completed with the acquisition by ELGEKA of the 99.92% of the shares of the company VITA PI, on 7 July 2010, i.e. before the date of its notification, as follows:

• ELGEKA proceeded with the acquisition by ATLANTIC S.A. of the pre-emptive right to increase the share capital of VITA PI. After the exercise of this right and in combination with the waiver of the other minority shareholder with regard to the use of the pre-emptive right in the increase of the share capital, the participation of ELGEKA on the share capital of VITA PI amounted to 72.92%, and
• ELGEKA acquired the remaining participation of ATLANTIC to VITA PI, namely 27%. 

ELGEKA operates in the sector of wholesale and distribution of consumer goods (mainly food).  It is a purely commercial enterprise, which operates, for the most part, as a commercial agent-distributor of producers, with which it cooperates, having concluded exclusivity agreements of distribution and/or representation of their goods. VITA PI is one of the biggest wholesaling companies of northern Greece, where it operates the trade of standard confectionery, stationery, soft drinks, foodstuffs, and related products. Prior to its acquisition, it belonged to the ATLANTIC group.

Appeal.

ACAA 1799/2015