The Competition Council cleared the acquisition of joint control over the Croatian national oil company, INA Industrija Nafta d.a. (INA) by MOL Magyar Olaj- és Gázipari Rt (MOL).

I. The acquisition

MOL purchased 25 per cent of the shares plus one share from the sole owner, the Croatian Republic. The agreement included the following stipulations:

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    Two members of the Supervisory Board and the Board of Directors respectively and the Financial Director are nominated by MOL.

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    For a determined scope of decisions (adoption and amendment of the financial plan, acceptance of the balance) the preliminary approval of the Supervisory Board is required. In such cases for the approval of the Board at least six votes are required.

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    MOL accepted to pursue business activity in Croatia only through INA.

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    MOL accepted to pursue business activity in Bosnia, Montenegro, Albania and Serbia primarily through INA.

II. Parties to the agreement

The main activity of INA and the undertakings controlled by it is research and exploitation of oil and gas fields, production, wholesale and retail supply of oil products. Members of the INA group had no turnover in Hungary in 2002.

MOL the Hungarian oil company and the undertakings controlled by it had a turnover of approximately 5 billion Euros.

III. The necessity of the clearance

The agreement was subject to clearance as it qualified as a joint control under Article 23(2) of the Competition Act. The jurisprudence of the Competition Council establishes joint control if the parties determined in Article 23(2) practice control over an undertaking jointly due to the fact that they have to agree at the determination of the business policy of it. Under the agreement without the votes of the two members of the Supervisory Board delegated by MOL decisions related to the business plan and the balance could not be accepted. Therefore MOL becomes one of the joint controllers of INA and the agreement qualifies as a merger under the Competition Act.

Although INA had no turnover in Hungary in 2002 under Article 26(3) a) the mergers was subject to authorisation. This particular provision makes the clearance necessary if the value of the firms acquired by a firm during the preceding two years exceeds a threshold of 500 million HUF. In this case as MOL`s previous acquisition, which had a value of 22.8 billion HUF was within this two years period, the present agreement was also subject to authorisation.

IV. The authorisation

The Competition Council took into account the effects of the planned concentration both on actual and potential competition. As no concerns were identified and as the auxiliary restrictions were also justifiable the Council cleared the acquisition without conditions.