In this issue:
- Merger control: Commission approves proposed acquisition of Enodis by Manitowoc, subject to conditions
- Merger control: Commission clears proposed acquisition of Siemens Enterprise Communications business by the Gores Group
- Merger control: Commission approves proposed acquisition of Foodvest by Lion Capital
- Merger control (Finland): Finnish Competition Authority clears proposed acquisition of Tapiolan Sokos department store's business operation by HOK-Elanto Liiketoiminta Oy
- Merger Control (Sweden): The Stockholm District Court dismisses the Swedish Competition Authority's action to block Assa Abloy AB's acquisition of Copiax AB
- Merger Control (Sweden): Swedish Competition Authority approves acquisition of joint control of Metro Nordic Sweden Holding AB by Schibsted Print Media AS and Metro International SA
- State aid: Olympic Airlines and Olympic Airways: two state aid decisions
- State aid: Commission consults on draft guidance for state aid enforcement by national courts
Merger control: Commission approves proposed acquisition of Enodis by Manitowoc, subject to conditions
The Commission has cleared, subject to conditions, the proposed acquisition of Enodis, of the UK, by Manitowoc, of the US. Manitowoc is active in various sectors including the manufacture of lifting equipment in the shipbuilding industry and the production of cold-focused equipment in the foodservice sector. Enodis is a global food and beverage equipment manufacturer. The Commission identified competition concerns in the markets for three different types of ice-making machines (self contained cubers, modular cubers and flake machines) at the EEA level and in numerous Member States. In order to address the Commission's concerns, Manitowoc offered to divest Enodis' entire ice-making machines business in the EEA, including three production facilities in Italy. In view of this commitment, the Commission concluded that the acquisition will not create such a dominant market position that would significantly impede effective competition in the EEA or in any substantial part thereof. Source: Commission Press Release 19/9/2008
Merger control: Commission clears proposed acquisition of Siemens Enterprise Communications business by the Gores Group
The Commission has cleared the proposed acquisition of Siemens Enterprise Communications business ("SEN"), of Germany, by the Gores Group ("Gores"), of the US. Gores is a private equity investor focused on acquiring controlling interests in mature and growing businesses, mainly in the technology, telecommunications and business services in the US and Western Europe. SEN is active in the development, manufacture and distribution of communication products, services and solutions for companies and institutions. The Commission concluded that the proposed acquisition will not create or strengthen such a dominant market position that would significantly impede effective competition in the EEA or in any substantial part thereof. Source: Commission Press Release 19/9/2008
Merger control: Commission approves proposed acquisition of Foodvest by Lion Capital
The Commission has cleared the proposed acquisition of Foodvest by Lion Capital, both UK based companies. Lion Capital is a global private equity investor primarily focused on investments in businesses engaged in the production and/or sale of consumer-branded goods. In particular, Lion Capital controls Vaasan&Vaasan which is a manufacturer of bakery products and bake-off products in Scandinavia. Foodvest is active in the processing and distribution of frozen and chilled food products and serves the retail and foodservice sector mainly in the UK, France and the Nordic Countries. The Commission concluded that the proposed acquisition will not create or strengthen such a dominant market position that would significantly impede effective competition in the EEA or in any substantial part thereof. Source: Commission Press Release 18/9/2008
Merger control (Finland): Finnish Competition Authority clears proposed acquisition of Tapiolan Sokos department store's business operation by HOK-Elanto Liiketoiminta Oy
The Finnish Competition Authority ("FCA") has cleared the proposed acquisition of the business operation of Tapiolan Sokos department store ("Tapiolan Sokos") currently owned by Tapiolan Sokos Oy, by HOK-Elanto Liiketoiminta Oy ("HOK-Elanto Liiketoiminta"). Both parties to the transaction belong to S-Group, the largest retail trade group in Finland. HOK-Elanto Liiketoiminta is a subsidiary of Helsingin Osuuskauppa Elanto which is the largest regional cooperative retail society belonging to S-Group and which constitutes Helsingin Osuuskauppa Elanto Group ("HOK-Elanto Group") with its operations in different business sectors. HOK-Elanto Group is mainly active in the market for retail sale of durable and daily consumer goods, but also in the restaurant business. Tapiolan Sokos is active in the market for retail sale of durable consumer goods. The FCA concluded that the proposed acquisition will not create or strengthen such a dominant market position that would significantly impede effective competition in the Finnish market or in any substantial part thereof. Source: The Finnish Competition Authority (www.kilpailuvirasto.fi)10/9/2008
Merger Control (Sweden): The Stockholm District Court dismisses the Swedish Competition Authority's action to block Assa Abloy AB's acquisition of Copiax AB
The Stockholm District Court ("District Court") has dismissed an action brought by the Swedish Competition Authority ("SCA") to block the merger between lock- and hardware manufacturers Copiax AB and Assa Abloy AB because the SCA filed its action too late. The original merger notification was filed on 28 March and was declared "complete" on 8 April. However, during an in-depth investigation of the concentration, the SCA claimed that the companies had not submitted sufficient information, and therefore the SCA argued the notification was incomplete. The parties were requested to provide the missing information under penalty of a fine – the first time this has ever happened in a Swedish merger case. The SCA claimed that the case should be regarded as an exceptional injunction as it had never requested documentation in a merger case under penalty of a fine before, and was therefore within its rights to postpone the merger review deadlines. However, the District Court ruled that under the Swedish Competition Act, an action to block the concentration before the District Court must be brought within three months from the decision to carry out an in-depth investigation, and thus the SCA's action was not brought within the stipulated time limit. According to the District Court, the SCA's actions did not constitute an exceptional circumstance allowing the extension of the deadline and the case was dismissed. Source: The Swedish Competition Authority(www.kkv.se)19/09/2008
Merger Control (Sweden): Swedish Competition Authority approves acquisition of joint control of Metro Nordic Sweden Holding AB by Schibsted Print Media AS and Metro International SA
The Swedish Competition Authority ("SCA") has approved the acquisition of joint control of Metro Nordic Sweden Holding AB by Schibsted Print Media AS and Metro International SA. The companies are active, inter alia, in the newspaper publishing market. The parties also requested that during its examination of the concentration the SCA assess whether the advertisement cooperation agreements are permissible, as the agreements are directly connected with and necessary for implementing the concentration according to the parties. However, the SCA found that advertisement cooperation agreements are not directly related and necessary to the concentration and therefore they should not be appraised by the SCA during the assessment of the concentration. Source: The Swedish Competition Authority (www.kkv.se)18/09/2008
State aid: Olympic Airlines and Olympic Airways: two state aid decisions
The Commission has found that a plan submitted by the Greek authorities whereby certain assets of Olympic Airlines and Olympic Airways Services will be privatized in bundled form does not involve any State aid, provided that the commitments given by the Greek authorities are fully complied with. Both Olympic Airways Services and Olympic Airlines are Greek state-owned chronically indebted companies active in the air transport sector and have been the subject of several negative Commission decisions in recent years. After an in-depth investigation into the finances of Olympic Airways Services and Olympic Airlines, the Commission concluded that since 2005 Greece has granted illegal and incompatible State aid to the companies. In a separate but related decision, the Commission approved the Greek authorities' plans to privatize certain assets of Olympic Airlines and Olympic Airways Services in bundled form. Thus, the Commission declared that the privatization process as submitted by Greece will not amount to State aid. In reaching this conclusion the Commission found that the announced sale processes are in effect no different than any other type of sale of asset in market terms, taking into account the specific circumstances of the case and having regard to the particularities of the aviation sector, regulatory constraints and the particular geography of the Greek market. Source: Commission Press Release 17/9/2008
State aid: Commission consults on draft guidance for state aid enforcement by national courts
The Commission has launched a public consultation on a set of guidelines to assist Member States' courts in applying the EU state aid rules. Firstly, the guidelines aim to provide support and detailed guidance to national courts and potential claimants based on the EU Courts' jurisprudence in domestic state aid challenges. This includes guidance on issues such as the protection of individual rights, interim relief and damages actions. The second key aim of the guidelines is to give national judges an opportunity to ask the Commission for information or opinions on applying state aid rules and thus give the national courts more practical support based on existing practice in the antitrust area. Source: Commission Press Release 22/9/2008 In addition, kindly note the following merger control decisions by the Commission which are published on the website of the Commission's Directorate-General for Competition:
- Commission clears proposed joint venture between CLN and Wagon
- Commission clears proposed acquisition of Bank Austria Creditanstalt Versicherung by ERGO International
- Commission clears proposed acquisition of ABX by DSV Air & Sea
- Commission clears proposed acquisition of Buy Vip by Bertelsmann, GGB, GH and 3i
- Commission clears proposed acquisition of Cirquent by NTT Data
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