What changed, Commission Regulation (EC) No 802/2004 of 21 April 2004 implementing Council Regulation (E…

+ 4. If persons, undertakings or associations of undertakings fail to comply with paragraphs 2 or 3, the Commission may assume that the documents or statements concerned do not contain confidential information.
+ 
+ 1a. In addition to the requirements set out in paragraph 1, the undertakings concerned shall, at the same time as offering commitments pursuant to Article 6(2) or Article 8(2) of Regulation (EC) No 139/2004, submit one original and 10 copies of the information and documents prescribed by the Form RM…
+ 
+ ### Article 20a — Trustees
+ 
+ 1. The commitments offered by the undertakings concerned pursuant to Article 6(2) or Article 8(2) of Regulation (EC) No 139/2004 may include, at the own expense of the undertakings concerned, the appointment of an independent trustee (or trustees) assisting the Commission in overseeing the parties' …
+ 
+ 2. The Commission may attach such trustee-related provisions of the commitments as conditions and obligations pursuant to Article 6(2) or Article 8(2) of Regulation (EC) No 139/2004.
+ 
+ This Form specifies the information that must be provided by notifying parties when submitting a notification to the European Commission of a proposed merger, acquisition or other concentration. The merger control system of the European Union is laid down in Council Regulation (EC) No 139/2004 (here…
− This Form specifies the information that must be provided by notifying parties when submitting a notification to the European Commission of a proposed merger, acquisition or other concentration. The merger control system of the European Union is laid down in Council Regulation (EC) No 139/2004 (here…
+ In order to limit the time and expense involved in complying with various merger control procedures in several individual countries, the European Union has put in place a system of merger control by which concentrations having a Community dimension (normally, where the parties to the concentration f…
− In order to limit the time and expense involved in complying with various merger control procedures in several individual countries, the European Union has put in place a system of merger control by which concentrations having a Community dimension (normally, where the parties to the concentration f…
+ The EC Merger Regulation requires the Commission to reach a decision within a legal deadline. In an initial phase the Commission normally has 25 working days to decide whether to clear the concentration or to ‘initiate proceedings’, i.e., to undertake an in-depth investigation (8). If the Commission…
− The EC Merger Regulation requires the Commission to reach a decision within a legal deadline. In an initial phase the Commission normally has 25 working days to decide whether to clear the concentration or to ‘initiate proceedings’, i.e., to undertake an in-depth investigation (7). If the Commission…
+ In the case of a merger within the meaning of Article 3(1)(a) of the EC Merger Regulation or the acquisition of joint control of an undertaking within the meaning of Article 3(1)(b) of the EC Merger Regulation, the notification shall be completed jointly by the parties to the merger or by those acqu…
− In the case of a merger within the meaning of Article 3(1)(a) of the EC Merger Regulation or the acquisition of joint control of an undertaking within the meaning of Article 3(1)(b) of the EC Merger Regulation, the notification shall be completed jointly by the parties to the merger or by those acqu…
+ Article 287 of the Treaty and Article 17(2) of the EC Merger Regulation as well as the corresponding provisions of the EEA Agreement (11) require the Commission, the Member States, the EFTA Surveillance Authority and the EFTA States, their officials and other servants not to disclose information the…
− Article 287 of the Treaty and Article 17(2) of the EC Merger Regulation as well as the corresponding provisions of the EEA Agreement (10) require the Commission, the Member States, the EFTA Surveillance Authority and the EFTA States, their officials and other servants not to disclose information the…
+ 1.1. Provide an executive summary of the concentration, specifying the parties to the concentration, the nature of the concentration (for example, merger, acquisition, or joint venture), the areas of activity of the notifying parties, the markets on which the concentration will have an impact (inclu…
− 1.1. Provide an executive summary of the concentration, specifying the parties to the concentration, the nature of the concentration (for example, merger, acquisition, or joint venture), the areas of activity of the notifying parties, the markets on which the concentration will have an impact (inclu…
+ 2.2. **Information on other parties (13) to the concentration**
− 2.2. **Information on other parties (12) to the concentration**
+ 3.3. **For each of the undertakings concerned by the concentration (14) provide the following data (15) for the last financial year:**
− 3.3. **For each of the undertakings concerned by the concentration (13) provide the following data (14) for the last financial year:**
+ 3.5. **For the purposes of determining whether the concentration qualifies as an EFTA cooperation case (16), provide the following information with respect to the last financial year:**
− 3.5. **For the purposes of determining whether the concentration qualifies as an EFTA cooperation case (15), provide the following information with respect to the last financial year:**
+ Ownership and control (17)
− Ownership and control (16)
+ 4.1.2. all undertakings active on any affected market (18) that are controlled, directly or indirectly:
− 4.1.2. all undertakings active on any affected market (17) that are controlled, directly or indirectly:
+ | 5.4. | copies of all analyses, reports, studies, surveys, and any comparable documents prepared by or for any member(s) of the board of directors, or the supervisory board, or the other person(s) exercising similar functions (or to whom such functions have been delegated or entrusted), or the shar…
− | 5.4. | copies of all analyses, reports, studies, surveys, and any comparable documents prepared by or for any member(s) of the board of directors, or the supervisory board, or the other person(s) exercising similar functions (or to whom such functions have been delegated or entrusted), or the shar…
+ The relevant product and geographic markets determine the scope within which the market power of the new entity resulting from the concentration must be assessed. (20)
− The relevant product and geographic markets determine the scope within which the market power of the new entity resulting from the concentration must be assessed. (19)
+ (b) one or more of the parties to the concentration are engaged in business activities in a product market, which is upstream or downstream of a product market in which any other party to the concentration is engaged, and any of their individual or combined market shares at either level is 25 % or m…
− (b) one or more of the parties to the concentration are engaged in business activities in a product market, which is upstream or downstream of a product market in which any other party to the concentration is engaged, and any of their individual or combined market shares at either level is 25 % or m…
+ On the basis of the above definitions and market share thresholds, provide the following information: (22)
− On the basis of the above definitions and market share thresholds, provide the following information: (21)
+ | 6.3. | On the basis of the above definitions, describe the product and geographic scope of markets other than affected markets identified in Section 6.1 in which the notified operation may have a significant impact, for example, where:(a) any of the parties to the concentration has a market share …
− | 6.3. | On the basis of the above definitions, describe the product and geographic scope of markets other than affected markets identified in Section 6.1 in which the notified operation may have a significant impact, for example, where:(a) any of the parties to the concentration has a market share …
+ For each affected relevant product market, for each of the last three financial years (25):
− For each affected relevant product market, for each of the last three financial years (24):
+ 7.1. an estimate of the total size of the market in terms of sales value (in euros) and volume (units) (26). Indicate the basis and sources for the calculations and provide documents where available to confirm these calculations;
− 7.1. an estimate of the total size of the market in terms of sales value (in euros) and volume (units) (25). Indicate the basis and sources for the calculations and provide documents where available to confirm these calculations;
+ 7.3. an estimate of the market share in value (and where appropriate, volume) of all competitors (including importers) having at least 5 % of the geographic market under consideration. On this basis, provide an estimate of the HHI index (27) pre- and post-merger, and the difference between the two (…
− 7.3. an estimate of the market share in value (and where appropriate, volume) of all competitors (including importers) having at least 5 % of the geographic market under consideration. On this basis, provide an estimate of the HHI index (26) pre- and post-merger, and the difference between the two (…
+ 8.1. Identify the five largest independent (29) suppliers to the parties to the concentration and their individual shares of purchases from each of these suppliers (of raw materials or goods used for purposes of producing the relevant products). Provide the name, address, telephone number, fax numbe…
− 8.1. Identify the five largest independent (28) suppliers to the parties to the concentration and their individual shares of purchases from each of these suppliers (of raw materials or goods used for purposes of producing the relevant products). Provide the name, address, telephone number, fax numbe…
+ 8.6. Identify the five (30) largest independent customers of the parties in each affected market and their individual share of total sales for such products accounted for by each of those customers. Provide the name, address, telephone number, fax number and e-mail address of the head of the legal d…
− 8.6. Identify the five (29) largest independent customers of the parties in each affected market and their individual share of total sales for such products accounted for by each of those customers. Provide the name, address, telephone number, fax number and e-mail address of the head of the legal d…
+ | 8.11. | Give an account of the importance of research and development in the ability of a firm operating the relevant market(s) to compete in the long term. Explain the nature of the research and development in affected markets carried out by the parties to the concentration.In so doing, take acco…
− | 8.11. | Give an account of the importance of research and development in the ability of a firm operating the relevant market(s) to compete in the long term. Explain the nature of the research and development in affected markets carried out by the parties to the concentration.In so doing, take acco…
+ | 9.3. | Should you wish the Commission specifically to consider from the outset (32) whether efficiency gains generated by the concentration are likely to enhance the ability and incentive of the new entity to act pro-competitively for the benefit of consumers, please provide a description of, and …
− | 9.3. | Should you wish the Commission specifically to consider from the outset (31) whether efficiency gains generated by the concentration are likely to enhance the ability and incentive of the new entity to act pro-competitively for the benefit of consumers, please provide a description of, and …
+ (a) Do two or more parents retain to a significant extent activities in the same market as the joint venture or in a market which is upstream or downstream from that of the joint venture or in a neighbouring market closely related to this market? (34)
− (a) Do two or more parents retain to a significant extent activities in the same market as the joint venture or in a market which is upstream or downstream from that of the joint venture or in a neighbouring market closely related to this market? (33)
+ (b) If the answer to (a) is affirmative and in your view the creation of the joint venture does not lead to coordination between independent undertakings that restricts competition within the meaning of Article 81(1) of the EC Treaty, and, where applicable, the corresponding provisions of the EEA Ag…
− (b) If the answer to (a) is affirmative and in your view the creation of the joint venture does not lead to coordination between independent undertakings that restricts competition within the meaning of Article 81(1) of the EC Treaty, give your reasons.
+ (c) ►M2 Without prejudice to the answers to (a) and (b) and in order to ensure that a complete assessment of the case can be made by the Commission, please explain how the criteria of Article 81(3) of the EC Treaty and, where applicable, the corresponding provisions of the EEA Agreement (36) apply. …
− (c) Without prejudice to the answers to (a) and (b) and in order to ensure that a complete assessment of the case can be made by the Commission, please explain how the criteria of Article 81(3) apply. Under Article 81(3), the provisions of Article 81(1) may be declared inapplicable if the operation:
+ In completing this Form, your attention is drawn to Council Regulation (EC) No 139/2004 (hereinafter referred to as ‘the EC Merger Regulation’), and Commission Regulation (EC) No 802/2004 (hereinafter referred to as ‘the Implementing Regulation’), to which this Form is annexed (37). The text of thes…
− In completing this Form, your attention is drawn to Council Regulation (EC) No 139/2004 (hereinafter referred to as ‘the EC Merger Regulation’), and Commission Regulation (EC) No xx/2004 (hereinafter referred to as ‘the Implementing Regulation’), to which this Form is annexed (34). The text of these…
+ Examples of cases where a notification under Form CO may be necessary are concentrations where it is difficult to define the relevant markets (for example, in emerging markets or where there is no established case practice); where a party is a new or potential entrant, or an important patent holder;…
− Examples of cases where a notification under Form CO may be necessary are concentrations where it is difficult to define the relevant markets (for example, in emerging markets or where there is no established case practice); where a party is a new or potential entrant, or an important patent holder;…
+ — a Member State or an EFTA State expresses substantiated competition concerns about the notified concentration within 15 working days of receipt of the copy of the notification; or
− — a Member State expresses substantiated competition concerns about the notified concentration within 15 working days of receipt of the copy of the notification; or
+ In the case of a merger within the meaning of Article 3(1)(a) of the EC Merger Regulation or the acquisition of joint control of an undertaking within the meaning of Article 3(1)(b) of the EC Merger Regulation, the notification shall be completed jointly by the parties to the merger or by those acqu…
− In the case of a merger within the meaning of Article 3(1)(a) of the EC Merger Regulation or the acquisition of joint control of an undertaking within the meaning of Article 3(1)(b) of the EC Merger Regulation, the notification shall be completed jointly by the parties to the merger or by those acqu…
+ Article 287 of the Treaty and Article 17(2) of the EC Merger Regulation as well as the corresponding provisions of the EEA Agreement (41) require the Commission, the Member States, the EFTA Surveillance Authority and the EFTA States, their officials and other servants not to disclose information the…
− Article 287 of the Treaty and Article 17(2) of the EC Merger Regulation as well as the corresponding provisions of the EEA Agreement (37) require the Commission, the Member States, the EFTA Surveillance Authority and the EFTA States, their officials and other servants not to disclose information the…
+ 1.1. Provide an executive summary of the concentration, specifying the parties to the concentration, the nature of the concentration (for example, merger, acquisition, joint venture), the areas of activity of the notifying parties, the markets on which the concentration will have an impact (includin…
− 1.1. Provide an executive summary of the concentration, specifying the parties to the concentration, the nature of the concentration (for example, merger, acquisition, joint venture), the areas of activity of the notifying parties, the markets on which the concentration will have an impact (includin…
+ 2.2. **Information on other parties (43) to the concentration**
− 2.2. **Information on other parties (39) to the concentration**
+ 3.3. **For each of the undertakings concerned by the concentration (44) provide the following data (45) for the last financial year:**
− 3.3. **For each of the undertakings concerned by the concentration (40) provide the following data (41) for the last financial year:**
+ 3.5. **For the purposes of determining whether the concentration qualifies as an EFTA cooperation case (46), provide the following information with respect to the last financial year:**
− 3.5. **For the purposes of determining whether the concentration qualifies as an EFTA cooperation case (42), provide the following information with respect to the last financial year:**
+ SECTION 4 **Ownership and control (47)**
− SECTION 4 **Ownership and control (43)**
+ 4.2. all undertakings active in any reportable market (48) that are controlled, directly or indirectly:
− 4.2. all undertakings active in any reportable market (44) that are controlled, directly or indirectly:
+ The relevant product and geographic markets determine the scope within which the market power of the new entity resulting from the concentration must be assessed. (49)
− The relevant product and geographic markets determine the scope within which the market power of the new entity resulting from the concentration must be assessed. (45)
+ For each reportable market described in Section 6, for the year preceding the operation, provide the following: (50)
− For each reportable market described in Section 6, for the year preceding the operation, provide the following: (46)
+ 7.1. an estimate of the total size of the market in terms of sales value (in euros) and volume (units) (51). Indicate the basis and sources for the calculations and provide documents where available to confirm these calculations;
− 7.1. an estimate of the total size of the market in terms of sales value (in euros) and volume (units) (47). Indicate the basis and sources for the calculations and provide documents where available to confirm these calculations;
+ | 8. | For the purpose of Article 2(4) of the EC Merger Regulation, please answer the following questions:(a) Do two or more parents retain to a significant extent activities in the same market as the joint venture or in a market which is upstream or downstream from that of the joint venture or in a…
− | 8. | For the purpose of Article 2(4) of the EC Merger Regulation, please answer the following questions:(a) Do two or more parents retain to a significant extent activities in the same market as the joint venture or in a market which is upstream or downstream from that of the joint venture or in a…
+ This Form specifies the information that requesting parties should provide when making a reasoned submission for a pre-notification referral under Article 4(4) or (5) of Council Regulation (EC) No 139/2004 (hereinafter referred to as ‘the EC Merger Regulation’) (55).
− This Form specifies the information that requesting parties should provide when making a reasoned submission for a pre-notification referral under Article 4(4) or (5) of Council Regulation (EC) No 139/2004 (hereinafter referred to as ‘the EC Merger Regulation’).
+ Your attention is drawn to the EC Merger Regulation and to Commission Regulation (EC) No 802/2004 (hereinafter referred to as ‘the EC Merger Implementing Regulation’), to which this Form RS is annexed. The text of these regulations, as well as other relevant documents, can be found on the Competitio…
− Your attention is drawn to the EC Merger Regulation and to Commission Regulation (EC) No […/2004] (hereinafter referred to as ‘the EC Merger Implementing Regulation’). The text of these regulations, as well as other relevant documents, can be found on the Competition page of the Commission's Europa …
+ Experience has shown that prior contacts are extremely valuable to both the parties and the relevant authorities in determining the precise amount and type of information required. Accordingly, parties are encouraged to consult the Commission and the relevant Member State/s or EFTA State/s regarding…
− Experience has shown that prior contacts are extremely valuable to both the parties and the relevant authorities in determining the precise amount and type of information required. Accordingly, parties are encouraged to consult the Commission and the relevant Member State/s regarding the adequacy of…
+ If parties submit incorrect information, the Commission will have the power to revoke any Article 6 or 8 decision it adopts following an Article 4(5) referral, pursuant to Article 6(3)(a) or 8(6)(a) of the EC Merger Regulation. Following revocation, national competition laws would once again be appl…
− If parties submit incorrect information, the Commission will have the power to revoke any Article 6 or 8 decision it adopts following an Article 4(5) referral, pursuant to Article 6(3)(a) or 8(6)(a) of the EC Merger Regulation. Following revocation, national competition laws would once again be appl…
+ (a) ►M2 In accordance with Articles 4(4) and (5) of the EC Merger Regulation, the Commission is obliged to transmit reasoned submissions to the Member States and the EFTA States without delay. The time limits for considering a reasoned submission will begin upon receipt of the submission by the rele…
− (a) In accordance with Articles 4(4) and (5) of the EC Merger Regulation, the Commission is obliged to transmit reasoned submissions to Member States without delay. The time-limits for considering a reasoned submission will begin upon receipt of the submission by the relevant Member State or States.…
+ The Commission will consider such a request, provided that you give reasons for the non-availability of that information, and provide your best estimates for missing data together with the sources for the estimates. ►M2 Where possible, indications as to where any of the requested information that is…
− The Commission will consider such a request, provided that you give reasons for the non-availability of that information, and provide your best estimates for missing data together with the sources for the estimates. Where possible, indications as to where any of the requested information that is una…
+ (e) You may request that the Commission accept that the reasoned submission is complete notwithstanding the failure to provide information required by this Form, if you consider that any particular information requested by this Form may not be necessary for the Commission's or the relevant Member St…
− (e) You may request that the Commission accept that the reasoned submission is complete notwithstanding the failure to provide information required by this Form, if you consider that any particular information requested by this Form may not be necessary for the Commission's or the relevant Member St…
+ The Commission will consider such a request, provided that you give adequate reasons why that information is not relevant and necessary to dealing with your request for a pre-notification referral. You should explain this during your prior contacts with the Commission and with the relevant Member St…
− The Commission will consider such a request, provided that you give adequate reasons why that information is not relevant and necessary to dealing with your request for a pre-notification referral. You should explain this during your prior contacts with the Commission and with the relevant Member St…
+ In order to facilitate treatment of Form RS by Member State and EFTA State authorities, parties are strongly encouraged to provide the Commission with a translation of their reasoned submission in a language or languages which will be understood by all addressees of the information. As regards reque…
− In order to facilitate treatment of Form RS by Member State authorities, parties are strongly encouraged to provide the Commission with a translation of their reasoned submission in a language or languages which will be understood by all addressees of the information. As regards requests for referra…
+ Article 287 of the Treaty and Article 17(2) of the EC Merger Regulation, as well as the corresponding provisions of the EEA Agreement (57) require the Commission, the Member States, the EFTA Surveillance Authority and the EFTA States, their officials and other servants not to disclose information th…
− Article 287 of the Treaty and Article 17(2) of the EC Merger Regulation require the Commission and the competent authorities of the Member States, their officials and other servants and other persons working under the supervision of these authorities as well as officials and civil servants of other …
+ 1.2. **Information on the other parties (58) to the concentration**
− 1.2. **Information on the other parties (49) to the concentration**
+ Provide an executive summary of the concentration, specifying the parties to the concentration, the nature of the concentration (for example, merger, acquisition, or joint venture.), the areas of activity of the submitting parties, the markets on which the concentration will have an impact (includin…
− Provide an executive summary of the concentration, specifying the parties to the concentration, the nature of the concentration (for example, merger, acquisition, or joint venture.), the areas of activity of the submitting parties, the markets on which the concentration will have an impact (includin…
+ 
+ 2.4.2. Provide a breakdown of the EFTA-wide turnover achieved by the undertakings concerned, indicating, where applicable, the EFTA State, if any, in which more than two-thirds of this turnover is achieved.
+ SECTION 3 **Ownership and control (60)**
− SECTION 3 **Ownership and control (51)**
+ 3.2. all undertakings active on any affected market (61) that are controlled, directly or indirectly:
− 3.2. all undertakings active on any affected market (52) that are controlled, directly or indirectly:
+ The relevant product and geographic markets determine the scope within which the market power of the new entity resulting from the concentration must be assessed (62).
− The relevant product and geographic markets determine the scope within which the market power of the new entity resulting from the concentration must be assessed (53).
+ For the purposes of the information required in this Form, affected markets consist of relevant product markets where, in the EEA territory, in the Community, in the territory of the EFTA States, in any Member State or in any EFTA State:
− For the purposes of the information required in this Form, affected markets consist of relevant product markets where, in the Community, or in any Member State:
+ (b) one or more of the parties to the concentration are engaged in business activities in a product market, which is upstream or downstream of a product market in which any other party to the concentration is engaged, and any of their individual or combined market shares at either level is 25 % or m…
− (b) one or more of the parties to the concentration are engaged in business activities in a product market, which is upstream or downstream of a product market in which any other party to the concentration is engaged, and any of their individual or combined market shares at either level is 25 % or m…
+ (a) at the EEA, Community or EFTA level;
− (a) at the Community level;
+ (b) in the case of a request for referral pursuant to Article 4(4) of the EC Merger Regulation, at the level of each individual Member State or EFTA State;
− (b) in the case of a request for referral pursuant to Article 4(4), at the level of each individual Member State;
+ (c) in the case of a request for referral pursuant to Article 4(5) of the EC Merger Regulation, at the level of each Member State or EFTA State identified at Section 6.3.1 of this Form as capable of reviewing the concentration.
− (c) in the case of a request for referral pursuant to Article 4(5), at the level of each Member State identified at Section 6.3.1 of this Form as capable of reviewing the concentration.
+ (a) for the EEA territory, for the Community as a whole and for the EFTA States as a whole;
− (a) for the Community as a whole;
+ (b) in the case of a request for referral pursuant to Article 4(4) of the EC Merger Regulation, individually for each Member State/EFTA State where the parties to the concentration do business; and
− (b) in the case of a request for referral pursuant to Article 4(4), individually for each Member State where the parties to the concentration do business; and
+ (c) in the case of a request for referral pursuant to Article 4(5) of the EC Merger Regulation, individually for each Member State/EFTA State identified at Section 6.3.1 of this Form as capable of reviewing the concentration where the parties to the concentration do business; and
− (c) in the case of a request for referral pursuant to Article 4(5), individually for each Member State identified at Section 6.3.1 of this Form as capable of reviewing the concentration where the parties to the concentration do business; and
+ 5.1. an estimate of the total size of the market in terms of sales value (in Euros) and volume (units) (64). Indicate the basis and sources for the calculations and provide documents where available to confirm these calculations;
− 5.1. an estimate of the total size of the market in terms of sales value (in Euros) and volume (units) (55). Indicate the basis and sources for the calculations and provide documents where available to confirm these calculations;
+ On this basis, provide an estimate of the HHI index (65) pre- and post-merger, and the difference between the two (the delta) (66).Indicate the proportion of market shares used as a basis to calculate the HHI; Identify the sources used to calculate these market shares and provide documents where ava…
− On this basis, provide an estimate of the HHI index (56) pre- and post-merger, and the difference between the two (the delta) (57).Indicate the proportion of market shares used as a basis to calculate the HHI; Identify the sources used to calculate these market shares and provide documents where ava…
+ 5.6. identify the five largest independent (67) suppliers to the parties;
− 5.6. identify the five largest independent (58) suppliers to the parties;
+ 5.9. If the concentration is a joint venture, do two or more parents retain to a significant extent activities in the same market as the joint venture or in a market which is downstream or upstream from that of the joint venture or in a neighbouring market closely related to this market? (68)
− 5.9. If the concentration is a joint venture, do two or more parents retain to a significant extent activities in the same market as the joint venture or in a market which is downstream or upstream from that of the joint venture or in a neighbouring market closely related to this market? (59)
+ | Sub-section 6.2 | ARTICLE 4(4) REFERRAL▼M26.2.1. **Identify the Member State/s and EFTA State/s which, pursuant to Article 4(4) of the EC Merger Regulation, you submit should examine the concentration, indicating whether or not you have made informal contact with this Member State/s and/or EFTA St…
− | Sub-section 6.2 | ARTICLE 4(4) REFERRAL6.2.1. **Identify the Member State or Member States which, pursuant to Article 4(4), you submit should examine the concentration, indicating whether or not you have made informal contact with this Member State/s.**6.2.2. **Specify whether you are requesting r…
+ | Sub-section 6.3 | ARTICLE 4(5) REFERRAL▼M26.3.1. **For each Member State and/or EFTA State, specify whether the concentration is or is not capable of being reviewed under its national competition law. You must tick one box for each and every Member State and/or EFTA State.**Is the concentration ca…
+ | --- | --- | --- |
+ | Belgium: | YES | NO |
+ | Bulgaria: | YES | NO |
+ | Czech Republic: | YES | NO |
+ | Denmark: | YES | NO |
+ | Germany: | YES | NO |
+ | Estonia: | YES | NO |
+ | Ireland: | YES | NO |
+ | Greece: | YES | NO |
+ | Spain: | YES | NO |
+ | France: | YES | NO |
+ | Italy: | YES | NO |
+ | Cyprus: | YES | NO |
+ | Latvia: | YES | NO |
+ | Lithuania: | YES | NO |
+ | Luxembourg: | YES | NO |
+ | Hungary: | YES | NO |
+ | Malta: | YES | NO |
+ | Netherlands: | YES | NO |
+ | Austria: | YES | NO |
+ | Poland: | YES | NO |
+ | Portugal: | YES | NO |
+ | Romania: | YES | NO |
+ | Slovenia: | YES | NO |
+ | Slovakia: | YES | NO |
+ | Finland: | YES | NO |
+ | Sweden: | YES | NO |
+ | United Kingdom: | YES | NO |
+ | Iceland: | YES | NO |
+ | Norway: | YES | NO |
+ | Liechtenstein: | YES | NO |
− | Sub-section 6.3 | ARTICLE 4(5) REFERRAL6.3.1. **For each Member State, specify whether the concentration is or is not capable of being reviewed under its national competition law. You must tick one box for each and every Member State.**Is the concentration capable of being reviewed under the natio…
− | --- | --- |
+ 
+ ### ANNEX IV
+ Form RM relating to the information concerning commitments submitted pursuant to Article 6(2) and Article 8(2) of Regulation (EC) No 139/2004
+ 
+ FORM RM RELATING TO REMEDIES
+ 
+ INTRODUCTION
+ 
+ This form specifies the information and documents to be submitted by the undertakings concerned at the same time as offering commitments pursuant to Article 6(2) or Article 8(2) of Regulation (EC) No 139/2004. The information requested is necessary to allow the Commission to examine whether the comm…
+ 
+ SECTION 1
+ 
+ Description of the commitment
+ 
+ | 1.1. | Provide detailed information on(i) the object of the commitments offered, and(ii) the conditions for their implementation. |
+ | --- | --- |
+ 
+ | 1.2. | Where the commitments offered consist in the divestiture of a business, Section 5 provides for the specific information required. |
+ | --- | --- |
+ 
+ SECTION 2
+ 
+ Suitability to remove competition concerns
+ 
+ | 2. | Provide information showing the suitability of the commitments offered to remove the significant impediment of effective competition identified by the Commission. |
+ | --- | --- |
+ 
+ SECTION 3
+ 
+ Deviation from Model Texts
+ 
+ | 3. | Identify any deviations of the commitments offered from the pertinent Model Commitments texts published by the Commission's services, as revised from time-to-time, and explain the reasons for the deviations. |
+ | --- | --- |
+ 
+ SECTION 4
+ 
+ Summary of the commitments
+ 
+ | 4. | Provide a non-confidential summary of the nature and scope of the commitments offered and why, in your view, they are suitable to remove any significant impediment to effective competition. The Commission may use this summary for the market test of the commitments offered with third parties. …
+ | --- | --- |
+ 
+ SECTION 5
+ 
+ Information on a business to be divested
+ 
+ | 5. | Where the commitments offered consist in the divestiture of a business, provide the following information and documents.General information on the business to be divestedThe following information should be provided as to the current operation of the business to be divested and changes already…
+ | --- | --- |
+ | 5.1. | Describe the business to be divested generally, including the entities belonging to it, their registered place of business and place of management, other locations for production or provisions of services, the general organisational structure and any other relevant information relating to t…
+ | 5.2. | State whether there are and describe any legal obstacles for the transfer of the business to be divested or the assets, including third party rights and administrative approvals required. |
+ | 5.3. | List and describe the products manufactured or services provided, in particular their technical and other characteristics, the brands involved, the turnover generated with each of these products or services, and any innovations or new products or services planned. |
+ | 5.4. | Describe the level on which the essential functions of the business to be divested are operated if they are not operated on the level of the business to be divested itself, including such functions as research and development, production, marketing and sales, logistics, relations with custo…
+ | 5.5. | Describe in detail the links between the business to be divested and other undertakings controlled by the notifying parties (irrespective of the direction of the link), such as:— supply, production, distribution, service or other contracts,— shared tangible or intangible assets,— shared or …
+ | 5.6. | Describe in general terms all relevant tangible and intangible assets used and/or owned by the business to be divested, including, in any case, IP rights and brands. |
+ | 5.7. | Submit an organisational chart identifying the number of personnel currently working in each of the functions of the business to be divested and a list of those employees who are indispensable for the operation of the business to be divested, describing their functions. |
+ | 5.8. | Describe the customers of the business to be divested, including a list of customers, a description of the corresponding records available, and provide the total turnover generated by the business to be divested with each of these customers (in EUR and as percentage of the total turnover of…
+ | 5.9. | Provide financial data for the business to be divested, including the turnover and the EBITDA achieved in the last two years, and the forecast for the next two years. |
+ | 5.10. | Identify and describe any changes that have occurred in the last two years, in the organisation of the business to be divested or in the links with other undertakings controlled by the notifying parties. |
+ | 5.11. | Identify and describe any changes, planned for the next two years, in the organisation of the business to be divested or in the links with other undertakings controlled by the notifying parties. |
+ | 5.12. | Describe any areas where the business to be divested as set out in the commitments offered differs from the nature and scope of the business as currently operated. |
+ | 5.13. | Explain the reasons why, in your view, the business will be acquired by a suitable purchaser in the time-frame proposed in the commitments offered. |
+ 
+ 
+ (5) Council Regulation (EC) No 139/2004 of 20 January 2004 (OJ L 24, 29.1.2004, p. 1).
+ 
+ (6) See in particular Article 57 of the EEA Agreement, point 1 of Annex XIV to the EEA Agreement, Protocols 21 and 24 to the EEA Agreement, as well as Protocol 4 to the Agreement between the EFTA States on the establishment of a Surveillance Authority and a Court of Justice (hereinafter referred to …
+ 
+ (7) The term ‘concentration’ is defined in Article 3 of the EC Merger Regulation and the term ‘Community dimension’ in Article 1 thereof. Furthermore, Article 4(5) provides that in certain circumstances where the Community turnover thresholds are not met, notifying parties may request that the Commi…
+ 
+ (8) See Article 10(1) of the EC Merger Regulation.
+ 
+ (9) See Article 10(3) of the EC Merger Regulation.
+ 
+ (10) See Article 4(2) of the EC Merger Regulation.
+ 
+ (11) See, in particular, Article 122 of the EEA Agreement, Article 9 of Protocol 24 to the EEA Agreement and Article 17(2) of Chapter XIII of Protocol 4 to the Agreement between the EFTA States on the establishment of a Surveillance Authority and a Court of Justice (ESA Agreement).
+ 
+ (12) See Section 6.III for the definition of affected markets.
+ 
+ (13) This includes the target company in the case of a contested bid, in which case the details should be completed as far as is possible.
+ (14) See Commission Notice on the concept of undertakings concerned.
− (5) Council Regulation (EC) No 139/2004 of 20 January 2004, OJ L 24, 29.01.2004, p. 1. Your attention is drawn to the corresponding provisions of the Agreement on the European Economic Area (hereinafter referred to as ‘the EEA Agreement’). See in particular Article 57 of the EEA Agreement, point 1 o…
+ (15) See, generally, the Commission Notice on calculation of turnover. Turnover of the acquiring party or parties to the concentration should include the aggregated turnover of all undertakings within the meaning of Article 5(4) of the EC Merger Regulation. Turnover of the acquired party or parties …
− (6) The term ‘concentration’ is defined in Article 3 of the EC Merger Regulation and the term ‘Community dimension’ in Article 1 thereof. Furthermore, Article 4(5) provides that in certain circumstances where the Community turnover thresholds are not met, notifying parties may request that the Commi…
+ (16) ►M2 See Article 57 of the EEA Agreement and, in particular, Article 2(1) of Protocol 24 to the EEA Agreement. A case qualifies as a cooperation case if the combined turnover of the undertakings concerned in the territory of the EFTA States equals 25 % or more of their total turnover within the …
− (7) See Article 10(1) of the EC Merger Regulation.
+ (17) See Articles 3(3), 3(4) and 3(5) and Article 5(4) of the EC Merger Regulation.
− (8) See Article 10(3) of the EC Merger Regulation.
+ (18) See Section 6 for the definition of affected markets.
− (9) See Article 4(2) of the EC Merger Regulation.
+ (19) As set out in introductory Parts 1.1 and 1.3(g), in the context of pre-notification, you may want to discuss with the Commission to what extent dispensation (waivers) to provide the requested documents would be appropriate. Where waivers are sought, the Commission may specify the documents to b…
− (10) See, in particular, Article 122 of the EEA Agreement, Article 9 of Protocol 24 to the EEA Agreement and Article 17(2) of Chapter XIII of Protocol 4 to the Agreement between the EFTA States on the establishment of a Surveillance Authority and a Court of Justice (ESA Agreement).
+ (20) See Commission Notice on the definition of the relevant market for the purposes of Community competition law.
− (11) See Section 6.III for the definition of affected markets.
+ (21) For example, if a party to the concentration holds a market share larger than 25 % in a market that is upstream to a market in which the other party is active, then both the upstream and the downstream markets are affected markets. Similarly, if a vertically integrated company merges with anoth…
− (12) This includes the target company in the case of a contested bid, in which case the details should be completed as far as is possible.
+ (22) As set out in introductory Parts 1.1 and 1.3(g), in the context of pre-notification, you may want to discuss with the Commission to what extent dispensation (waivers) to provide the requested information would be appropriate for certain affected markets, or for certain other markets (as describ…
− (13) See Commission Notice on the concept of undertakings concerned.
+ (23) Products (or services) are called complementary when, for example, the use (or consumption) of one product essentially implies the use (or consumption) of the other product, such as for staple machines and staples, and printers and printer cartridges.
− (14) See, generally, the Commission Notice on calculation of turnover. Turnover of the acquiring party or parties to the concentration should include the aggregated turnover of all undertakings within the meaning of Article 5(4) of the EC Merger Regulation. Turnover of the acquired party or parties …
+ (24) Examples of products belonging to such a range would be whisky and gin sold to bars and restaurants, and different materials for packaging a certain category of goods sold to producers of such goods.
− (15) See Article 57 of the EEA Agreement and, in particular, Article 2(1) of Protocol 24 to the EEA Agreement. A case qualifies as a cooperation case if the combined turnover of the undertakings concerned in the territory of the EFTA States equals 25 % or more of their total turnover within the terr…
+ (25) Without prejudice to Article 4(2) of the Implementing Regulation.
− (16) See Articles 3(3), 3(4) and 3(5) and Article 5(4) of the EC Merger Regulation.
+ (26) The value and volume of a market should reflect output less exports plus imports for the geographic areas under consideration. If readily available, please provide disaggregated information on imports and exports by country of origin and destination, respectively.
− (17) See Section 6 for the definition of affected markets.
+ (27) HHI stands for Herfindahl-Hirschman Index, a measure of market concentration. The HHI is calculated by summing the squares of the individual market shares of all the firms in the market. For example, a market containing five firms with market shares of 40 %, 20 %, 15 %, 15 %, and 10 %, respecti…
− (18) As set out in introductory Parts 1.1 and 1.3(g), in the context of pre-notification, you may want to discuss with the Commission to what extent dispensation (waivers) to provide the requested documents would be appropriate. Where waivers are sought, the Commission may specify the documents to b…
+ (28) The increase in concentration as measured by the HHI can be calculated independently of the overall market concentration by doubling the product of the market shares of the merging firms. For example, a merger of two firms with market shares of 30 % and 15 % respectively would increase the HHI …
− (19) See Commission Notice on the definition of the relevant market for the purposes of Community competition law.
+ (29) That is, suppliers which are not subsidiaries, agents or undertakings forming part of the group of the party in question. In addition to those five independent suppliers the notifying parties can, if they consider it necessary for a proper assessment of the case, identify the intra-group suppli…
− (20) For example, if a party to the concentration holds a market share larger than 25 % in a market that is upstream to a market in which the other party is active, then both the upstream and the downstream markets are affected markets. Similarly, if a vertically integrated company merges with anoth…
+ (30) Experience has shown that the examination of complex cases often requires more customer contact details. In the course of pre-notification contacts, the Commission's services may ask for more customer contact details for certain affected markets.
− (21) As set out in introductory Parts 1.1 and 1.3(g), in the context of pre-notification, you may want to discuss with the Commission to what extent dispensation (waivers) to provide the requested information would be appropriate for certain affected markets, or for certain other markets (as describ…
+ (31) Research and development intensity is defined as research development expenditure as a proportion of turnover.
− (22) Products (or services) are called complementary when, for example, the use (or consumption) of one product essentially implies the use (or consumption) of the other product, such as for staple machines and staples, and printers and printer cartridges.
+ (32) It should be noted that submitting information in response to Section 9.3 is voluntary. Parties are not required to offer any justification for not completing this section. Failure to provide information on efficiencies will not be taken to imply that the proposed concentration does not create …
− (23) Examples of products belonging to such a range would be whisky and gin sold to bars and restaurants, and different materials for packaging a certain category of goods sold to producers of such goods.
+ (33) For further guidance on the assessment of efficiencies, see the Commission Notice on the assessment of horizontal mergers.
− (24) Without prejudice to Article 4(2) of the Implementing Regulation.
+ (34) For market definitions refer to Section 6.
− (25) The value and volume of a market should reflect output less exports plus imports for the geographic areas under consideration. If readily available, please provide disaggregated information on imports and exports by country of origin and destination, respectively.
+ (35) See Article 53(1) of the EEA Agreement.
− (26) HHI stands for Herfindahl-Hirschman Index, a measure of market concentration. The HHI is calculated by summing the squares of the individual market shares of all the firms in the market. For example, a market containing five firms with market shares of 40 %, 20 %, 15 %, 15 %, and 10 %, respecti…
+ (36) See Article 53(3) of the EEA Agreement.
− (27) The increase in concentration as measured by the HHI can be calculated independently of the overall market concentration by doubling the product of the market shares of the merging firms. For example, a merger of two firms with market shares of 30 % and 15 % respectively would increase the HHI …
+ (37) Council Regulation (EC) No 139/2004 of 20 January 2004 (OJ L 24, 29.1.2004, p. 1).
− (28) That is, suppliers which are not subsidiaries, agents or undertakings forming part of the group of the party in question. In addition to those five independent suppliers the notifying parties can, if they consider it necessary for a proper assessment of the case, identify the intra-group suppli…
+ (38) See in particular Article 57 of the EEA Agreement, point 1 of Annex XIV to the EEA Agreement, Protocols 21 and 24 to the EEA Agreement, as well as Protocol 4 to the Agreement between the EFTA States on the establishment of a Surveillance Authority and a Court of Justice (hereinafter referred to…
− (29) Experience has shown that the examination of complex cases often requires more customer contact details. In the course of pre-notification contacts, the Commission's services may ask for more customer contact details for certain affected markets.
+ (39) Product markets are closely related neighbouring markets when the products are complementary to each other or when they belong to a range of products that is generally purchased by the same set of customers for the same end use.
− (30) Research and development intensity is defined as research development expenditure as a proportion of turnover.
+ (40) See Article 4(2) of the EC Merger Regulation.
− (31) It should be noted that submitting information in response to Section 9.3 is voluntary. Parties are not required to offer any justification for not completing this section. Failure to provide information on efficiencies will not be taken to imply that the proposed concentration does not create …
+ (41) See, in particular, Article 122 of the EEA Agreement, Article 9 of Protocol 24 to the EEA Agreement and Article 17(2) of Chapter XIII of Protocol 4 to the Agreement between the EFTA States on the establishment of a Surveillance Authority and a Court of Justice (ESA Agreement).
− (32) For further guidance on the assessment of efficiencies, see the Commission Notice on the assessment of horizontal mergers.
+ (42) See Section 6.III for the definition of reportable markets.
− (33) For market definitions refer to Section 6.
+ (43) This includes the target company in the case of a contested bid, in which case the details should be completed as far as is possible.
− (34) Council Regulation (EC) No 139/2004 of 20 January 2004, OJ L 24, 29.01.2004, p. 1. Your attention is drawn to the corresponding provisions of the Agreement on the European Economic Area (hereinafter referred to as ‘the EEA Agreement’. See in particular Article 57 of the EEA Agreement, point 1 o…
+ (44) See Commission Notice on the concept of undertakings concerned.
− (35) Product markets are closely related neighbouring markets when the products are complementary to each other or when they belong to a range of products that is generally purchased by the same set of customers for the same end use.
+ (45) See, generally, the Commission Notice on calculation of turnover. Turnover of the acquiring party or parties to the concentration should include the aggregated turnover of all undertakings within the meaning of Article 5(4) of the EC Merger Regulation. Turnover of the acquired party or parties …
− (36) See Article 4(2) of the EC Merger Regulation.
+ (46) ►M2 See Article 57 of the EEA Agreement and, in particular, Article 2(1) of Protocol 24 to the EEA Agreement. A case qualifies to be treated as a cooperation case if the combined turnover of the undertakings concerned in the territory of the EFTA States equals 25 % or more of their total turnov…
− (37) See, in particular, Article 122 of the EEA Agreement, Article 9 of Protocol 24 to the EEA Agreement and Article 17(2) of Chapter XIII of Protocol 4 to the Agreement between the EFTA States on the establishment of a Surveillance Authority and a Court of Justice (ESA Agreement).
+ (47) See Articles 3(3), 3(4) and 3(5) and Article 5(4) of the EC Merger Regulation.
− (38) See Section 6.III for the definition of reportable markets.
+ (48) See Section 6.III for the definition of reportable markets.
− (39) This includes the target company in the case of a contested bid, in which case the details should be completed as far as is possible.
+ (49) See Commission Notice on the definition of the relevant market for the purposes of Community competition law.
− (40) See Commission Notice on the concept of undertakings concerned.
+ (50) In the context of pre-notification, you may want to discuss with the Commission to what extent dispensation (waivers) to provide the requested information would be appropriate for certain reportable markets.
− (41) See, generally, the Commission Notice on calculation of turnover. Turnover of the acquiring party or parties to the concentration should include the aggregated turnover of all undertakings within the meaning of Article 5(4) of the EC Merger Regulation. Turnover of the acquired party or parties …
+ (51) The value and volume of a market should reflect output less exports plus imports for the geographic areas under consideration.
− (42) See Article 57 of the EEA Agreement and, in particular, Article 2(1) of Protocol 24 to the EEA Agreement. A case qualifies to be treated as a cooperation case if the combined turnover of the undertakings concerned in the territory of the EFTA States equals 25 % or more of their total turnover w…
+ (52) For market definitions refer to Section 6.
− (43) See Articles 3(3), 3(4) and 3(5) and Article 5(4) of the EC Merger Regulation.
+ (53) See Article 53(1) of the EEA Agreement.
− (44) See Section 6.III for the definition of reportable markets.
+ (54) See Article 53(3) of the EEA Agreement.
− (45) See Commission Notice on the definition of the relevant market for the purposes of Community competition law.
+ (55) Council Regulation (EC) No 139/2004 of 20 January 2004 (OJ L 24, 29.1.2004, p. 1).
− (46) In the context of pre-notification, you may want to discuss with the Commission to what extent dispensation (waivers) to provide the requested information would be appropriate for certain reportable markets.
+ (56) See in particular Article 57 of the EEA Agreement, point 1 of Annex XIV to the EEA Agreement, Protocols 21 and 24 to the EEA Agreement, as well as Protocol 4 to the Agreement between the EFTA States on the establishment of a Surveillance Authority and a Court of Justice (hereinafter referred to…
− (47) The value and volume of a market should reflect output less exports plus imports for the geographic areas under consideration.
+ (57) See, in particular, Article 122 of the EEA Agreement, Article 9 of Protocol 24 to the EEA Agreement and Article 17(2) of Chapter XIII of Protocol 4 to the Surveillance and Court Agreement.
− (48) For market definitions refer to Section 6.
+ (58) This includes the target company in the case of a contested bid, in which case the details should be completed as far as is possible.
− (49) This includes the target company in the case of a contested bid, in which case the details should be completed as far as is possible.
+ (59) See Section 4 for the definition of affected markets.
− (50) See Section 4 for the definition of affected markets.
+ (60) See Article 3(3), 3(4) and 3(5) and Article 5(4).
− (51) See Article 3(3), 3(4) and 3(5) and Article 5(4).
+ (61) See Section 4 for the definition of affected markets.
− (52) See Section 4 for the definition of affected markets.
+ (62) See Commission Notice on the definition of the relevant market for the purposes of Community competition law.
− (53) See Commission Notice on the definition of the relevant market for the purposes of Community competition law.
+ (63) For example, if a party to the concentration holds a market share larger than 25 % in a market that is upstream to a market in which the other party is active, then both the upstream and the downstream markets are affected markets. Similarly, if a vertically integrated company merges with anoth…
− (54) For example, if a party to the concentration holds a market share larger than 25 % in a market that is upstream to a market in which the other party is active, then both the upstream and the downstream markets are affected markets. Similarly, if a vertically integrated company merges with anoth…
+ (64) The value and volume of a market should reflect output less exports plus imports for the geographic areas under consideration.
− (55) The value and volume of a market should reflect output less exports plus imports for the geographic areas under consideration.
+ (65) HHI stands for Herfindahl-Hirschman Index, a measure of market concentration. The HHI is calculated by summing the squares of the individual market shares of all the firms in the market. For example, a market containing five firms with market shares of 40 %, 20 %, 15 %, 15 %, and 10 %, respecti…
− (56) HHI stands for Herfindahl-Hirschman Index, a measure of market concentration. The HHI is calculated by summing the squares of the individual market shares of all the firms in the market. For example, a market containing five firms with market shares of 40 %, 20 %, 15 %, 15 %, and 10 %, respecti…
+ (66) The increase in concentration as measured by the HHI can be calculated independently of the overall market concentration by doubling the product of the market shares of the merging firms. For example, a merger of two firms with market shares of 30 % and 15 % respectively would increase the HHI …
− (57) The increase in concentration as measured by the HHI can be calculated independently of the overall market concentration by doubling the product of the market shares of the merging firms. For example, a merger of two firms with market shares of 30 % and 15 % respectively would increase the HHI …
+ (67) That is suppliers which are not subsidiaries, agents or undertakings forming part of the group of the party in question. In addition to those five independent suppliers the notifying parties can, if they consider it necessary for a proper assessment of the case, identify the intra-group supplie…
− (58) That is suppliers which are not subsidiaries, agents or undertakings forming part of the group of the party in question. In addition to those five independent suppliers the notifying parties can, if they consider it necessary for a proper assessment of the case, identify the intra-group supplie…
+ (68) For market definitions refer to Section 4.
− (59) For market definitions refer to Section 4.