ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 59/2021 Case Number: 08.05.001.021.048 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of a concentration concerning the acquisition of the share capital of Mispol S.A., by Partner in Pet Food Hungaria Kft Commission for the Protection of Competition: Mrs. Loukia Christodoulou, Chairperson Mr. Panayiotis Ousta Member Mr. Aristos Aristeidou Palouzas Member Mr. Andreas Karydis Member Mr. Polynikis-Panagiotis Charalambides Member Date of Decision: 3rd of September 2021 SUMMARY OF THE DECISION On 06/08/2021, the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Partner in Pet Food Hungaria Kft (hereinafter “PPF”) a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which, PPF will acquire the whole share capital of Mispol S.A. (hereinafter the “Mispol” or the “Target”). The parties of the concentration are the following:
- PPF is a duly registered company under laws of Hungary. It produces a range of branded pet food and its own label products and supplies them to 1 supermarkets, pet stores and veterinarians. Its main customers are grocery stores. It is an indirect subsidiary of Artemis Midco (UK) (hereinafter “Artemis”). Artemis is owned and controlled by funds managed by Cinven Capital Management (VI) General Partner Limited. Artemis is a holding company established as an ad hoc acquisition vehicle to facilitate acquisitions by the Sixth Cinven Fund (hereinafter “Cinven”), in the field of pet food. Cinven is a European private equity firm engaged in the provision of investment management services and investment advice to various investment funds. Cinven’ s investment portfolio companies operate in a wide range of sub-sectors, with a particular focus on business services, consumers, financial services, healthcare, industry and technology, as well as the media and telecommunications. Cinven’s portfolio companies include other companies active in the dog and cat food supply market. Among them is Landini Giuntini S.p.A. (hereinafter “Landini”), which is active in the production and supply of pet food and snacks and feed for farm animals, mainly in the Italian market. More specifically, Landini produces a range of industrial (prepared) snacks and liquid and dry dog and cat food, as well as a limited range of feed products for farm animals, especially poultry, horses and lepidozoa. Landini is also active in the Republic of Cyprus.
- Mispol which is a limited company duly registered in accordance with the laws of Poland. It is mainly active in the production of pet food and meat processing. The concentration is based on Share Purchase Agreement (hereinafter “Agreement”) between NDX Group, UAB (the Sellers) and Pet Food Hungária Kft regarding the shares of Mispol S.A. Based on this Agreement, PPF will acquire the whole share capital of Mispol S.A. The Commission, taking into account the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6
(1)(a)(ii) of the Law, since it leads to a permanent change of control of the Target Company. 2 Furthermore, based on the information contained in the notification, the Commission found that the criteria set by section 3
(2)(a) of the Law were satisfied and therefore the notified concentration was of major importance falling within the scope of the Law. The relevant product/services and geographic market in this case was defined as the pet food supply in the territory of the Republic of Cyprus. Based on the notification, this merger will lead to insignificant horizontal overlaps between the activities of one of the controlled holding companies of Cinven, PPF (and through its subsidiary Landini) and Mispol in the pet food supply market in Cyprus since the combined market share of PPF and Landini is under 15%. Also, there is no vertical relationship between the activities of the controlled holding companies of Cinven and Mispol, in Cyprus. Taking into account the above, the Commission concludes that in this concentration there is no affected market based on Annex I of the Law. The Commission, on the basis of the factual and legal circumstances, unanimously decided that there is no question of the creation or strengthening of a dominant position or the obstruction of competition. Therefore, the Commission, acting in accordance with section 22 of the Law, unanimously decided not to oppose the notified concentration and declare it as being compatible with the operation of the competition in the market. Loukia Christodoulou Chairperson of the Commission for the Protection of Competition 3