Greenberg Traurig Represented Agora in the Appeal from the Prohibition of Concentration issued by the President of UOKiK. The Court Expressed Unconditional Consent to the Takeover of Eurozet.

WARSAW – 12 May 2022 – On 12 May 2022, the District Court in Warsaw, after conducting proceedings on the appeal of Agora S.A., announced a judgment amending in its entirety the decision of the President of the Office of Competition and Consumer Protection (“President of UOKiK”) of 7 January 2021, prohibiting Agora from taking control over Eurozet Sp. z o.o.

The oral reasoning for today’s ruling shows that the Court, taking into account the arguments contained in Agora's appeal, concluded that the Transaction would not significantly restrict competition on the market. The Court emphasized that the condition for issuing a decision prohibiting a concentration is to demonstrate a high probability of restriction of competition resulting directly from the concentration.

In the opinion of the Court, the hypothetical scenarios presented in the UOKiK President’s Decision of coordination activities by entrepreneurs which may significantly restrict competition, are speculative and are not highly likely. In the opinion of the Court, they are not based on the market realities and economic conditions established in the course of evidentiary proceedings.

Moreover, the Court established that the evidence did not demonstrate that the Transaction directly triggered a change in the market conditions that would likely lead to competitors abandoning competition in favor of mutual coordination and tacit collusion. The evidence also did not confirm the hypothesis about the possible marginalization of competitors.

The Warsaw Office of Greenberg Traurig previously represented Agora in the acquisition of a 40% stake in Eurozet sp. z o.o. and negotiation of a shareholders’ agreement with its majority shareholder, SFS Ventures s.r.o. with its registered office in Prague. Subsequently and in accordance with the shareholders’ agreement, Agora announced its intention to execute the call option for the remaining 60% of shares and filed to obtain concentration consent of the President of UOKiK. Greenberg Traurig lawyers advised Agora on the proceedings regarding concentration control before the President of UOKiK.

The Greenberg Traurig competition team advising Agora was led by Partner and Head of the Practice Robert Gago, supported by Senior Associates Filip Drgas and Anna Celejewska-Rajchert as well as Associates Anna Bryńska and Marta Kownacka.

Agora S.A. is one of the largest and best-known media corporations in Poland. The Group's largest enterprises include Helios S.A. – a cinema network operator, “Gazeta Wyborcza” – a nationwide opinion-forming daily newspaper and AMS – a leader on the Polish outdoor advertising market.

Eurozet is one of the leading media groups in Poland, involved in the production and broadcasting of radio programming, the sale of advertising spots, brokerage activities for stations and online services, as well as the development and management of online services. It includes five stations: Radio ZET, Antyradio, Chillizet, Meloradio, and Radio Plus, online services, Studio ZET, which produces commercials, and Eurozet Live, a brand dedicated to venue and event marketing.

Greenberg Traurig LLP

Greenberg Traurig, LLP is a global, multi-practice law firm with approximately 2400 attorneys serving clients from 43 offices in the United States, Latin America, Europe, Asia, and the Middle East.

GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k. was named the 2021 Poland Firm of the Year award at the highly esteemed Euromoney Legal Media Group “Women in Business Law Awards 2021 Europe” and the 2021, 2019, 2018 Law Firm of the Year in Poland by International Financial Law Review (IFLR). The Warsaw office of Greenberg Traurig, LLP provides legal services to clients in Central Europe and beyond and consists of approximately 100 lawyers. Team members are regularly recognized as leaders in numerous practice areas. Chambers Global, Chambers Europe, IFLR1000 and EMEA Legal 500 consistently rank them among the top tiers the areas of Corporate/M&A, Capital Markets, Real Estate, Private Equity, Tax, Banking and Finance, Project Finance, Energy, Dispute Resolution, TMT and Antitrust/Competition.

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