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MOL’s potential takeover of NIS: What merger rules mean for Serbia’s oil market

Although the chief of staff to Hungarian Prime Minister Viktor Orbán stated that negotiations between MOL and the majority owner of Serbia’s oil company NIS are still in their early stages, the transaction increasingly appears likely. The impression is strengthened by Orbán’s recent meeting with Russian President Vladimir Putin — and by the Hungarian leader’s ability to remain in the good graces of both Washington and Moscow simultaneously.

If these reports prove true, MOL, as the potential buyer of the Russian stake in NIS, would unquestionably need to secure approval from the relevant competition authorities before any purchase agreement is signed. Approval would be required in Serbia, and potentially in other regional markets where both MOL and NIS operate in the petroleum-products sector.

Forbes Serbia examined how long such a merger-approval process might take. What does the law say? How does the Commission typically act in practice? Could MOL realistically expect a swift approval? And how would a merger of Serbia’s two major players reshape the country’s oil and fuel market — aside from resolving the sanctions-related problems currently burdening NIS?

Merger notification: A legal necessity

The Serbian Commission for the Protection of Competition told Forbes Serbia that it cannot comment on hypothetical scenarios. Since MOL has not yet submitted a merger notification, the Commission cannot state whether the company would be required to do so or how it would treat such a request.

The legislation, however, is clear. Article 61 stipulates that a merger must be notified in the following cases:

  • If the combined global annual turnover of all parties exceeds €100 million, and at least one party has more than €10 million in turnover in Serbia.
  • If the combined annual turnover of all parties on the Serbian market exceeds €20 million, provided that at least two parties each have more than €1 million in domestic turnover.
  • Mergers carried out through a public takeover bid must also be notified, even if the turnover thresholds above are not met.

In other words: MOL would be obliged to notify the Serbian Commission and wait for its decision.
Under the law’s simplified procedure, the Commission has up to 30 days to issue a ruling once complete documentation is submitted.

Simplified or full procedure?

A legal source familiar with the matter confirmed that MOL would indeed be required to file a merger notification — likely in Serbia and possibly in other countries in the region. According to this source, the case would probably be handled under the simplified procedure, both because the situation demands a quick decision and because similar transactions are typically reviewed this way.

However, the expert stresses that the case would still be complex:

  • MOL would be acquiring a direct competitor.
  • Horizontal mergers — competitor acquiring competitor — are always the most sensitive cases for regulators.
  • The filing would require extensive market analysis, particularly because the merger involves multiple relevant markets: refining, wholesale, and retail fuel distribution.

In the case of retail, regulators would need to assess how merging the two networks affects competition and whether the enlarged MOL might gain a dominant position.

Combined fuel-station footprint: 400 locations

According to the Ministry of Trade’s updated list (September 2025):

  • NIS operates 327 stations in Serbia.
  • MOL operates 56 stations, although the company’s own website lists 73 locations.

This means the combined network would total 400 fuel stations, out of approximately 1,520 in Serbia — roughly 26% of the market.

The legal expert emphasizes that a refusal by the Commission is highly unlikely.

“By law, the Commission may approve the merger, approve it conditionally, or prohibit it. Prohibitions are extremely rare — even in cases where dominance is a concern. In most sensitive cases, the Commission opts for conditional approval. That could theoretically mean requiring MOL to divest some stations. But even that outcome seems unlikely,” the source said.

Merger notification can be filed before the purchase agreement

Even if the situation were not as urgent as it currently is, merger filings in Serbia can be submitted before the purchase contract is formally signed. The Commission confirmed that if a buyer has a serious intent and all required documents, it may file early, and the 30-day review period begins once all documentation is complete.

Hypothetically, MOL could submit the notification immediately — even if negotiations with the Russian owner are still “in the early stages.”

Who is MOL in Serbia and the region?

MOL is an international oil and gas group headquartered in Budapest. The company:

  • Operates in more than 30 markets
  • Employs 25,000 people
  • Conducts upstream activities in nine countries, and exploration in 11
  • Owns four refineries and two petrochemical complexes (Hungary, Slovakia, Croatia)
  • Operates over 2,000 fuel stations

According to the financial report for Q3 2025, MOL Group posted $503 million in pre-tax profit, roughly flat year-on-year. Retail and consumer-services growth was supported by strong travel-season demand and favorable pricing in Romania and Croatia. Refining and retail fuel sales also delivered strong EBITDA.

MOL Serbia

MOL Serbia was established in November 2003 and is fully owned by MOL Hungarian Oil and Gas Plc. Its core activity is the trade of petroleum derivatives, with an emphasis on retail operations. According to its annual report:

  • The company aims to capture 15% of Serbia’s retail fuel market in the coming years.
  • It employs 109 people.
  • Total revenue in 2024 was 71.8 billion dinars.
  • Total expenses reached 69.7 billion dinars.
  • Net profit reached 1.9 billion dinars, around 400 million dinars more than the previous year.
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