In this issue:

  • Merger control: Commission clears proposed acquisition of parts of GBI by Associated British Foods, subject to conditions
  • Merger control: Commission clears proposed acquisition of TNS by WPP, subject to conditions
  • Merger control: Commission approves proposed acquisition of Siemens' Home and Office Communication Devices business (SHC) by Arques
  • Merger control: Commission approves proposed acquisition of Volkswagen Ireland by Volkswagen AG
  • Merger control (Finland): Finnish Competition Authority clears proposed acquisition of joint control over Winwind by Masdar Energy and Avis
  • Merger Control (Sweden): The Swedish Competition Authority decides not to appeal the Stockholm District Court decision in the Assa Abloy AB and Copiax AB merger case
  • Company law: Commission proposes further simplification of EU rules on mergers and divisions

Merger control: Commission clears proposed acquisition of parts of GBI by Associated British Foods, subject to conditions

The Commission has cleared, subject to conditions, the proposed acquisition of certain parts of GBI, of the Netherlands, by Associated British Foods ("ABF"), of the UK. ABF is an international group active in the markets for food, ingredients and retail sale, including the production and sale of yeast managed through the AB Mauri division. The core activity of the GBI assets to be acquired by ABF is the production and sale of different types of yeast. GBI is ultimately controlled by the Dutch private equity house Gilde Buy-Out Partners. The Commission identified serious competition concerns in the markets for compressed baker's yeast in Spain and Portugal. In order to address the Commission's concerns, ABF offered to divest GBI's business in Spain and Portugal to a buyer with sufficient production capacities to supply the relevant businesses. In view of these commitments, 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. The Commission's decision is nevertheless conditional upon full compliance with the commitments. Source: Commission Press Release 23/9/2008

Merger control: Commission clears proposed acquisition of TNS by WPP, subject to conditions

The Commission has cleared, subject to conditions, the proposed acquisition of TNS by WPP, both UK-based groups. WPP is an international marketing communications services group, active in the provision of services such as advertising, marketing data services and public relations. TNS is a global insight, information and consultancy company providing a full range of market research and information services. The Commission identified serious competition concerns in the markets for Television Audience Measurement services at the EEA level and market research services in Ireland. In order to address the Commission's concerns in Ireland, WPP offered to divest TNS's market research services in Ireland. To address the concerns for Television Audience Measurement services at the EEA level, WPP committed to divest either WPP's shares in its joint venture AGB Nielsen or TNS's Television Audience Measurement services business. In view of these commitments, 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 23/9/2008

Merger control: Commission approves proposed acquisition of Siemens' Home and Office Communication Devices business (SHC) by Arques

The Commission has cleared the proposed acquisition of Siemens' Home and Office Communication Devices business (SHC) by Arques, both Germany-based companies. SHC is active in the manufacture of fixed-line and internet telephone equipment, broadband devices and home-media products. Arques invests in companies active in various sectors including the wholesale of information technology, telecommunications and home-media equipment. 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 25/9/2008

Merger control: Commission approves proposed acquisition of Volkswagen Ireland by Volkswagen AG

The Commission has cleared the proposed acquisition of Volkswagen Group Ireland Limited ("VW Ireland"), of Ireland, by Volkswagen AG ("VWAG"), of Germany. VWAG is active in the development, manufacture, marketing and sale of new passenger cars and light commercial vehicles, including related spare parts and accessories. VW Ireland is a wholly owned subsidiary of O'Flaherty Holdings Limited which is the exclusive importer and wholesale distributor of Volkswagen, Audi and Skoda passenger cars and Volkswagen light commercial vehicles, related spare parts and accessories for such vehicles in Ireland. 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 25/9/2008

Merger control (Finland): Finnish Competition Authority clears proposed acquisition of joint control over Winwind by Masdar Energy and Avis

The Finnish Competition Authority ("FCA") has cleared the proposed acquisition of joint control over Winwind Oy ("Winwind"), currently solely controlled by Avis Ventured Limited ("Avis"), of Mauritius, by Masdar Energy Limited ("Masdar Energy"), of United Arab Emirates, and Avis. Masdar Energy is an affiliate of Mubadala Development Company PJSC ("Mubadala") which is active in direct principal investments as well as in the establishment of new companies and the acquisition of strategic holdings in existing companies around the world. Avis is a subsidiary of Sterling Infotech Group ("SIG") which is a diversified global business conglomerate active in various business sectors such as communication, renewable energy and real estate. Winwind is active in developing and manufacturing wind turbines of one and three megawatts, designed for demanding conditions. 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)27/8/2008

Merger Control (Sweden): The Swedish Competition Authority decides not to appeal the Stockholm District Court decision in the Assa Abloy AB and Copiax AB merger case

The Swedish Competition Authority ("SCA") has decided not to appeal the Stockholm District Court's decision to dismiss an action brought by the SCA to block the acquisition of Copiax AB by Assa Abloy AB to the Market Court, the last court of appeal in competition cases in Sweden. Thus, the decision of the District Court will stand and the parties may proceed with the merger. The SCA decided not to appeal the decision after having analyzed the ruling of the District Court. However, the SCA is considering whether to turn to the Swedish Government in order to ensure that the rules regarding the request of information in merger cases are sufficiently efficient. Source: The Swedish Competition Authority (www.kkv.se)29/09/2009

Company law: Commission proposes further simplification of EU rules on mergers and divisions

The Commission has made a proposal for a directive that will reduce administrative burdens on European public limited-liability companies in the area of mergers and divisions. The proposal is a complement to the two packages of "fast track" measures proposed by the Commission in March 2007 and April 2008. These measures aim to reduce the administrative burdens on EU companies by 25 % by the end of 2012. The total savings potential of the measures proposed in the area of company law, current proposal included, is estimated to be approximately 1 billion €/year. The objectives of the current proposal are, in particular, to reduce companies' reporting requirements concerning mergers and divisions and to avoid double reporting where reporting requirements also result from other EU rules. The proposal also aims to introduce the possibility for companies to use the Internet and electronic mail to publish draft terms of merger or division and to provide the required documentation to shareholders. Source: Commission Press Release 25/9/2008

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 acquisition of Steen & Strøm by Klépierre and ABP
  • Commission clears proposed acquisition of Crowne Plaza Wiesbaden Hotel by MSREF
  • Commission clears proposed acquisition of DeTe Immobilien by Strabag

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