A cross-border acquisition with a combined Cypriot wholesale market share of 0-5% still requires full Cyprus merger control notification, full market definition analysis across three separate product markets, and a formal compatibility decision under the substantive SIEC test. EPA 03/2025, File No. 08.05.001.024.056, decision dated 17 January 2025 makes that point without ambiguity.
The transaction is Quest Holdings S.A.'s acquisition of a 70% stake in Χ. Μπενρουμπή και Υιός Α.Ε. (Benroumpi & Son A.E.), a Greek-incorporated importer and wholesaler of household appliances and cookware with Cyprus sales activity. The EPA cleared it unanimously. But the analytical path to clearance — three product markets defined, horizontal threshold checked, a vertical relationship examined, and the SIEC test formally applied — is exactly what practitioners need to understand before assuming a small-footprint deal can be treated as below the radar.
The Notification Trigger
Quest Holdings notified the concentration to the EPA on 20 December 2024 under Article 10 of Law 83(I)/2014 (the Law on the Control of Business Concentrations). Publication in the Official Gazette of the Republic followed on 3 January 2025, as Article 10 requires. The Minister of Energy, Commerce and Industry was separately notified by letter dated 23 December 2024 under Article 16 of the Law.
The notification trigger is turnover-based. EPA 03/2025, para. 20 records that the participating undertakings together generate Cyprus turnover exceeding €3.5 million. Both Quest Holdings (through the Quest Group's Cyprus operations) and the Target (through wholesale sales to a single Cypriot customer in 2023) contribute to that combined figure. Neither the parties' country of incorporation — Greece, in both cases — nor the size of the deal in global terms is determinative. The Cyprus turnover threshold controls.
The Parties
Quest Holdings S.A. is an Athens Stock Exchange-listed holding company with no trading activity of its own. It is the parent of the Quest Group, which operates across IT products, telecommunications, air conditioning, e-commerce, IT services, courier and postal services, and green energy — at both retail and wholesale levels. EPA 03/2025, para. 3(A).
The Target — Ανώνυμη (Νέα) Εμπορική και Βιομηχανική Εταιρεία Ειδών Οικιακής Χρήσεως και Εξοπλισμού Ξενοδοχείων Χ. Μπενρουμπή και Υιός Α.Ε. — is a Greek-incorporated company importing and selling (wholesale and retail) small and large domestic electrical appliances and non-electrical cookware. Its Cyprus revenue in 2023 arose entirely from wholesale sales to one customer. EPA 03/2025, para. 25.
The legal basis for the transaction is a Share Purchase Agreement dated 11 October 2024 between the sellers (Aliki Benroumpi and Nora Benroumpi) and Quest Holdings as buyer, under which Quest acquires 70% of the Target's issued share capital. EPA 03/2025, para. 8. The sellers retain the remaining 30%. After completion, Quest Holdings exercises exclusive control over the Target by virtue of holding the majority of its share capital. EPA 03/2025, paras. 13–15.
Market Definition: Three Markets from One Overlap
The EPA's approach to market definition is the analytical core of this decision. Rather than treating the parties' overlapping activities as a single undifferentiated product space, the Commission defined three separate relevant product markets, each grounded in European Commission precedent.
Small domestic appliances (SDA) wholesale. European Commission decisions have distinguished SDA from LDA as separate product markets. The EPA followed that segmentation and further applied the Commission's distinction between wholesale and retail levels of distribution. EPA 03/2025, para. 27. The relevant market for this transaction was therefore wholesale SDA in Cyprus.
Large domestic appliances (LDA) wholesale. The same EU Commission framework separately identifies LDA as a distinct product market. The EPA applied the wholesale/retail split here too, defining wholesale LDA as the second relevant market.
Cookware wholesale. Non-electrical, non-electronic cooking utensils constitute a separate product market under European Commission decisions. The Commission has previously examined whether that market should be further sub-divided by distribution channel, quality/price tier, material, or brand — and concluded that no such sub-division is warranted. EPA 03/2025, para. 29. The EPA applied the same conclusion, defining wholesale non-electrical cookware as the third relevant market.
Geographic scope. For all three product markets, the EPA defined the geographic market as the territory of the Republic of Cyprus. EPA 03/2025, paras. 31–33. The EPA noted that the European Commission has left open whether the SDA product import market is national or narrower in scope, and has defined the cookware geographic market as national. Consistent with its own prior decisions, the EPA concluded that even if any geographic market were broader than national, the assessment of effects on the Cyprus market requires treating the Republic of Cyprus as the relevant geographic unit.
Horizontal Threshold: No Affected Market
Among the three defined markets, the EPA identified a horizontal overlap only in wholesale SDA. Both the Quest Group and the Target are active at that level in Cyprus. EPA 03/2025, para. 38.
Under Annex I of Law 83(I)/2014, where the combined market share of the undertakings concerned does not exceed 15% in the same horizontal market, no affected market arises. EPA 03/2025, para. 40. With a combined share of 0-5% in wholesale SDA, the parties are well clear of that threshold. The EPA confirmed that no horizontal affected market results from the transaction. EPA 03/2025, para. 41.
No horizontal overlap was identified in wholesale LDA or wholesale cookware.
Vertical Analysis: Potential Relationship Examined
The absence of a horizontal affected market does not terminate the EPA's analysis. The Commission separately examined whether a vertical relationship existed between the parties.
In Cyprus, the Target operates at the wholesale SDA level. The Quest Group operates at the retail SDA level — a downstream market. No actual supplier-customer relationship exists between them. EPA 03/2025, para. 43. But a potential vertical relationship arises: the Target (upstream wholesale) could in principle supply Quest Group entities (downstream retail). That potential link required analysis.
The Annex I threshold for vertically affected markets is 25% — a combined or individual share at either level above that figure creates a vertically affected market. EPA 03/2025, para. 45. The EPA found that no individual or combined share in the relevant markets reached that level. The potential vertical relationship, while noted, generated no affected market and no competition concerns.
The EPA also confirmed the absence of actual or potential closely related neighbouring markets between the acquirer's and the Target's activities that could raise any competition issue in Cyprus. EPA 03/2025, para. 46.
The SIEC Test and Compatibility Decision
With no affected markets arising from horizontal or vertical overlap, the EPA applied the substantive test under Articles 20 and 21 of Law 83(I)/2014.
The test asks whether the concentration would significantly impede effective competition (SIEC) in the Republic of Cyprus or a substantial part of it — in particular as a result of the creation or strengthening of a dominant position. This is the EU Merger Regulation SIEC standard, transposed directly into Cyprus law. EPA 03/2025, para. 22. The EPA also took into account the individual criteria under Article 19 of the Law.
Having found no affected market and no structural concern arising from the transaction, the EPA determined that no significant impediment to effective competition arises. Acting under Article 22 of Law 83(I)/2014, the Commission unanimously decided not to oppose the notified concentration and declared it compatible with the functioning of competition in the market.
The decision was adopted on 17 January 2025 by President Eva Pantzari and members Aristos Aristeidou Palouzas, Neofytos Mavronikolas, and Ioanna Sapidou.
Practitioner Takeaways
This decision illustrates how Cyprus merger control operates at the small end of the threshold spectrum — and why the size of the resulting market position does not determine whether the full analytical framework applies.
Notification is mandatory once the turnover threshold is crossed. Cyprus merger notification under Article 10 of the Law is triggered by the parties' combined Cyprus turnover exceeding €3.5 million, not by the significance of their competitive overlap or their combined market share. A deal that produces a 0-5% combined share still requires formal notification, publication in the Official Gazette, and a compatibility decision.
The EPA defines markets by reference to EU Commission precedent. For household appliances transactions, practitioners should expect the EPA to segment wholesale from retail and to separate SDA, LDA, and cookware as distinct product markets. These segmentation choices track EU Commission decisions and are applied consistently. Mapping the correct markets at the notification stage — rather than treating all appliance activity as a single category — matters for presenting the notification accurately.
Three markets can arise from a single acquirer/target overlap. Even where the acquirer's and target's activities intersect in one commercial space (household appliance wholesale), the EPA's EU-derived framework generates multiple product markets. Each must be analysed for horizontal overlap, vertical relationship, and affected market thresholds separately.
The potential vertical relationship requires analysis even where it is theoretical. The Quest Group and the Target had no actual supplier-customer relationship in Cyprus. But because the Target operated upstream (wholesale SDA) and the Quest Group operated downstream (retail SDA), the EPA treated this as a potential vertical link and checked the 25% Annex I threshold. Practitioners should flag these upstream/downstream relationships in notification filings even where they are theoretical.
Phase I clearance is achievable within weeks. The EPA's Service submitted its preliminary assessment report on 14 January 2025, fewer than four weeks after the 20 December 2024 notification. The Commission decision followed three days later on 17 January 2025. Where the combined shares are clearly below threshold and no structural concerns arise, the Cyprus procedure is swift.
FAQ
Q: What turnover threshold triggers mandatory notification to the Cyprus EPA under Law 83(I)/2014?
The participating undertakings' combined Cyprus turnover must exceed €3.5 million. This is assessed on a group-wide basis across all Cyprus revenues of the acquiring and target groups, not only revenues in the markets where the parties overlap. The threshold is set out under Article 10 read with Article 3 of the Law. EPA 03/2025, para. 20.
Q: How does the EPA determine relevant product markets in household appliance transactions?
The EPA draws on European Commission precedent to separate the sector at the wholesale and retail levels, and within wholesale to distinguish three product markets: wholesale small domestic appliances (SDA), wholesale large domestic appliances (LDA), and wholesale non-electrical cookware. The Commission has previously concluded that further sub-segmentation of the cookware market by distribution channel, quality, material, or brand is not warranted. EPA 03/2025, paras. 27–30.
Q: What are the de minimis thresholds for affected horizontal and vertical markets under Annex I of the Law?
Under Annex I of Law 83(I)/2014, a horizontal affected market exists only where the combined market share of the parties exceeds 15% in the same market. A vertical affected market exists only where any individual or combined share of the parties at either level of the supply chain exceeds 25%. Where shares fall below these thresholds across all relevant markets, no affected market arises and the substantive SIEC assessment is streamlined accordingly. EPA 03/2025, paras. 40, 45.
Q: Does a potential rather than actual vertical relationship require analysis in the EPA's merger review?
Yes. The EPA examines potential vertical relationships — upstream/downstream links that do not currently exist as supplier-customer relationships but could arise post-merger — and applies the 25% Annex I threshold to them. In this case, the Target's wholesale SDA activity and the Quest Group's retail SDA activity created a potential vertical link that the EPA assessed, even though no actual supply relationship existed between them in Cyprus at the time of notification. EPA 03/2025, para. 43.
Every answer carries its citation. Primary sources, not summaries.
For primary-source access to EPA 03/2025 and the full text of Law 83(I)/2014, visit omnilaw.ai.
