The Portuguese Competition Authority (‘AdC’) fined Vallis Sustainable Investments I, Holding S.à.r.l., and Vallis Capital Partners, SGPS, S.A. for unlawfully implementing a merger transaction through which they acquired sole control over a network of dental health clinics controlled by 32Senses without prior notifying it to the AdC, pursuant to Articles 37, 40, 58§a), 59 and 68(1)§f), all of Law 19/2012 of 8 May (Portuguese Competition Act). Taking into account the Vallis Group’s turnover in 2016, the PCA imposed a fine in the amount of €38 500.
The Portuguese Competition Act determines the obligation to notify a merger transaction to the AdC whenever any of the merger thresholds – parties’ market share and/or turnover - are met, together with a standstill obligation before the AdC issues its clearance decision. In the present case, the Parties unlawfully implemented the transaction before formally notifying it to the AdC.
During the infringement procedure the Parties submitted a proposal for a settlement, having admitted to the facts and assumed due responsibility. The AdC took into account all the relevant elements, namely the fact that:
- The infringement was made known to the AdC by the Parties themselves;
- The Parties, a posteriori, voluntarily notified transaction, and, from that moment on, suspended all voting rights concerning the target;
- Neither competition concerns nor sensible advantages to the acquirer resulted as a result of the merger transaction;
- The Parties adopted a conduct of full and close collaboration with the AdC during the entire procedure.