The Lithuanian Competition Council has fined Estonian company MM Grupp €7.5 million for breaching national competition law by acquiring control of a rival cinema chain without prior authorization. The Council also ordered the company to remedy the infringement within six months.
According to the authority, MM Grupp — which operates the Apollo cinema chain — unlawfully took control of Forum Cinemas Lithuania and its Forum Cinemas theatre network from Odeon Cinemas Group in April 2021, without first obtaining merger clearance.
The investigation established that MM Grupp not only acquired control but also exercised it by restructuring Forum Cinemas Lithuania, dividing its business, and seeking to integrate the two largest cinemas in Vilnius and Kaunas into the Apollo network.
At the end of 2021, MM Grupp — through its subsidiary Apollo Kinas — took over the cinema located in Vilnius’ Akropolis shopping centre and leased part of Forum Cinemas Lithuania’s remaining business, including the Kaunas Akropolis cinema, to another operator. However, that arrangement proved temporary: a year later, MM Grupp regained control of the Kaunas cinema and again attempted to integrate it into its Apollo network.
Having reviewed all circumstances, the Competition Council concluded that MM Grupp had implemented a concentration without authorization, in violation of the Competition Law. The authority imposed a fine of €7,507,930, representing 0.8% of MM Grupp’s total consolidated annual global revenue, and ordered the company to end the infringement related to the Vilnius and Kaunas cinemas within six months. MM Grupp must either (i) submit a merger notification to obtain clearance, or (ii) take steps to restore the pre-transaction situation or otherwise eliminate the consequences of the violation.
Jolanta Ivanauskienė, Chairperson of the Competition Council, emphasized the seriousness of the breach:
“Implementing a concentration without obtaining the institution’s permission is a very dangerous violation, because our experts cannot assess the impact of the transaction on competition. If companies merge or acquire each other and competition is significantly reduced, consumers may face higher prices, less choice, and lower quality,” Ivanauskienė said.
Under Lithuanian law, companies may be fined up to 10% of their annual global turnover for implementing a concentration without authorization.
The Council’s decision may be appealed to the Regional Administrative Court within one month from its publication or official delivery.
The case traces back to March 2021, when MM Grupp filed a notification to acquire Forum Cinemas Lithuania. After preliminary review, the Competition Council informed the company that the deal could negatively affect competition in Lithuania’s film exhibition and distribution markets. Despite these concerns and before receiving a final decision, MM Grupp proceeded with the acquisition in April 2021. The authority later terminated its assessment on October 14, 2021, after MM Grupp failed to provide all necessary information in due time, effectively preventing formal approval of the transaction.
The decision underscores the Competition Council’s continued focus on gun-jumping violations and the importance of securing merger clearance before implementing transactions that may affect market structure.
