In 2025, the Lithuanian Competition Council maintained its robust approach to merger control, delivering 30 merger-clearance decisions two of the conditional-clearance decisions (Ergo/Gjensidige and Saferoad Baltic/Gatas), also one merger has been blocked alongside with the significant gun-jumping enforcement.
It is worth noting that one of the conditional clearances – Saferoad Baltic/Gatas for a vertical road-barrier transaction included behavioural remedies, i.e. the acquirer committed to supplying barriers to all competitors of the acquired company on fair, non-discriminatory terms and to erecting information firewalls between the manufacturing and installation sides of the business.
The Competition Council maintains pressure on gun-jumping
In 2025 and recent years, the Competition Council has increasingly focused on gun-jumping investigations.
In November 2025, fuel retailer EMSI was fined EUR 1,022,170 for implementing several petrol-station acquisitions in 2024 without prior clearance. In the EMSI case, it examined whether the acquisition of petrol station assets amounted to the transfer of an economic unit capable of operating independently in the market. To assess this, the Competition Council relied on several key criteria: (i) whether the petrol stations were, in practice, fit for use in line with their intended purpose, (ii) whether they were engaged in economic activity and generating revenue prior to the transfer, and (iii) whether operations resumed without delay following the transaction, demonstrating continuity of activity and the functional independence of the assets. Against this background, each real-estate transaction should be carefully assessed in advance to mitigate the risk of attracting unwanted attention from the Competition Council.
In October 2025, MM Group, owner of the Apollo cinema chain, was fined EUR 7,507,930 for acquiring and integrating Forum Cinemas Lithuania assets without approval. MM Grupp was ordered to notify or unwind within six months; a notification for the Vilnius cinemas was filed in January 2026 and remains under review. Both cases reinforce that failure to notify is treated as a serious violation regardless of the transaction’s ultimate competitive effects.
In its practice, the Competition Council has also addressed the allocation of revenue from foreign clients for the purposes of turnover calculation. In Delfi/Lrytas case, the Competition Council concluded that advertising revenues received by online media portals from foreign clients should be attributed to the Lithuanian market rather than to the client’s country of registration considering that the advertisements were purchased to reach a Lithuanian audience and that competition for the provision of advertising services takes place in Lithuania. The case not only resulted in a finding of gun-jumping in 2023 (due to incorrect attribution of turnover) but also led to the prohibition of the merger in 2025 and the obligation to divest one of the portals within six months as behavioural commitments suggested by the merged parties were rejected as inadequate. The Competition Council concluded that the merger removed the key competitive constraint on the leading media portal’s – delfi.lt – pricing, as lrytas.lt had previously offered exclusively free content. Post-merger, the volume of paid content rose materially across both media portals. In early 2026, the Competition Council confirmed the sale of 100 per cent of Lrytas shares to an approved buyer.
Merger litigation
The Competition Council succeeded to secure its previous prohibition decisions before the Supreme Administrative Court in 2025. The rulings confirm that the merger litigation remain challenging though they also provide valuable guidance for the Competition Council and merging parties.
In September 2025, the Court upheld the Competition Council’s prohibition in Dobeles/Baltic Mill, endorsing the Council’s “more likely than not” standard of proof for anticompetitive effects and holding that procedural irregularities do not automatically invalidate the prohibition decision where rights of defence remain substantively unimpaired.
In December 2025, the Court dismissed Piletilevi Group’s appeal and upheld the prohibition of its acquisition of ticketing distributor Tiketa (to note, the Competition Council used the call-in powers for this transaction). The ruling offers valuable guidance on post-prohibition unwinding, clarifying that the obligation to restore the status quo must be assessed in light of proportionality, good administration and the factual and legal circumstances that have developed since the concentration.
Less data will be required for notifications of concentrations
In efforts aimed at streamlining merger control procedures and easing the administrative burden on businesses, the Lithuanian Competition Council has simplified a procedure for notification of concentrations starting from January 2026.
Under the updated framework, the obligation to distinguish between core and ancillary business activities has been removed, the scope of required contact information has been reduced, the merging parties will no longer need to provide a confirmation about the total revenues generated in Lithuania signed by the head of the undertaking. The changes further narrow the circumstances in which information on related undertakings must be disclosed. Such details will now only be required where those entities are registered in Lithuania or generate revenue locally – unless the relevant markets are defined more broadly than at the national level. The merging parties might also request the Competition Council to provide less data about the affected markets in case the market shares do not exceed certain thresholds.
These amendments will not significantly change the procedure for notifications of concentrations in Lithuania but will allow the merging parties to focus on information that is genuinely material to the competitive assessment. In any case, the Lithuanian Competition Council will most likely keep maintaining its robust approach in merger control in 2026 as well.
More clarity on the application of call-in procedure
The Competition Council has published its much-anticipated draft guidance on the application of the call-in procedure, offering welcome clarity for transactions that fall below the formal merger control thresholds. The guidance is designed to help merging parties to assess whether their transaction could nonetheless attract scrutiny – specifically, whether it may lead to the creation or strengthening of a dominant position or otherwise significantly restrict competition in the relevant markets.
The Competition Council provides a list of non-exhaustive criteria which it will consider when deciding whether to require a notification, such as whether the target is a recently established market participant that has or may acquire an important competitive role or is an important innovator engaged in potentially significant research and development with highly competitive potential. Moreover, the Competition Council will consider whether the target is an actual or potential competitor and whether the value of the transaction is not particularly high in comparison with the current turnover of the undertaking being acquired.
Importantly, the document also sheds light on the practicalities of engaging with the Competition authority. It outlines the consultation process and details the type of information the parties are expected to submit for a preliminary review, giving businesses a clearer roadmap for navigating potential call-in situations.
To note, the Competition Council has its call-in powers for more than a decade now and used them in several cases already (ticketing distribution, elevators maintenance, classified ads portals, waste collection).
Constitutional Court’s scrutiny of the ex post merger control (call-in powers)
Not long after the Competition Council published its draft guidance on the call-in procedure, the Constitutional Court accepted for examination a constitutional complaint lodged by AS Piletilevi Group concerning the compatibility of the ex post merger control procedure with certain constitutional provisions and principles. The Constitutional Court will assess the compliance of Art. 13(1) of the Law on Competition, which empowers the Competition Council to require notification of a concentration and to apply, mutatis mutandis, the standard merger control procedure even where the statutory turnover thresholds are not met, and Art. 12(1)(3) of the same law, authorising the imposition of various actions aimed at eliminating the negative effects of a prohibited concentration, with the constitutional provisions on the inviolability of private property, equality, freedom of economic activity, as well as the overarching principle of the rule of law. The forthcoming ruling is expected to clarify the permissible scope of the Competition Council’s powers in the context of ex post merger control and may have significant implications for the development of the legislative framework in this area.
