REPUBLIC OF BULGARIA
THE COMMISSION ON PROTECTION OF COMPETITION
DECISION
Sofia, 20.01.2009
The Commission on Protection of Competition:
Chairman:
Petko Nikolov
Deputy Chairman:
Redjeb Mustafa
and
Members:
Maria Popova
Rumiana Karlova
Vesela Antonova
Elena Stoimenova
by minute-taking secretary Yordanka Uzunova,
has discussed at a closed sitting Report No DZP-18/19.01.2009 by Mr. Alexander
Milev, Director of “Concentrations and Sector Analyses” Directorate, regarding the
endorsement of a Concentrations Notification Form and Instructions for its completion
and
Having regard to Article 8, item 14 and in relation to Article 79, item 4 of the
Law on Protection of Competition
HAS ADOPTED THE FOLLOWING DECISION:
1. The Commission endorses the Concentrations Notification Form under
Article 79, paragraph 3 of the Law on Protection of Competition.
2. The Commission endorses the Instructions for the completion thereof.
TO
THE COMMISSION ON
PROTECTION OF COMPETITION
Notification
pursuant to Article 79, paragraph 1 of the Law on Protection of Competition
/LPC/
regarding a concentration under Article 22 thereof
1. The undertakings participating in the concentration;
2. The undertakings and persons, exercising direct or indirect control over the
undertakings participating in the concentration;
3. The undertakings on which control is exercised by the participants in the
concentration within the meaning of Article 22, paragraph 3;
4. The nature, the legal form and the rationale of the concentration;
5. The relevant markets, in which the undertakings participating in the
concentration operate;
6. The market shares and the aggregate turnovers of the undertakings
participating in the concentration;
7. The barriers to entry in the relevant markets;
8. The main competitors, suppliers and customers;
9. Circumstances’ assessment under Article 26, paragraph 1 or paragraph 2.
The notification also contains a request to the Commission to authorise the
concentration.
The notification contains Annexes, as well.
The notifying undertaking/-s/ also presents a Declaration/-s/ to certify that the
information and data provided within the Notification are accurate, complete, true and
non-misleading. An authorization for concentration based on incorrect information and
data may be revoked pursuant to Article 60, paragraph 1, item 18 of the LPC in
relation to Article 82, paragraph 4 and Article 88, paragraph 3 thereof; the notifying
undertaking/-s/ will be held liable pursuant to Article 102, paragraph 2 of the LPC and
Article 313 of the Penal Code.
Signature:
(of the person/-s/ representing the undertakings under Article 78, paragraph 1of the
LPC)
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INSTRUCTIONS
FOR COMPLETING THE NOTIFICATION FORM (NF) UNDER ARTICLE 79
OF THE LPC
Introduction
These Instructions are for the notifying parties to make a full and honest disclosure of
the facts and circumstances which are relevant for taking a decision on the notified
concentration outlined in Chapter Five of the LPC. The Notification requires
significant information. However, the complete and duly presentation thereof will
minimize time and costs for the parties involved in the appraisal on behalf of the CPC.
The whole information required in this Form should be precise, complete, true and
non-misleading.
The Instructions for completing the notification are published in line with Article 79,
paragraph 4 of the Law, the CPC’s experience in applying the revoked LPC, the
Council Regulation (EC) No 139/2004 on the control of concentrations between
undertakings (Merger Regulation), the Commission Regulation (EC) No 802/2004
implementing Council Regulation (EC) No 139/2004 on the control of concentrations
between undertakings (Regulation No 802/2004 implementing Merger Regulation),
the Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on
the control of concentrations between undertakings (Consolidated Notice), the
Guidelines of the European Commission on the assessment of horizontal and nonhorizontal mergers under the Council Regulation on the control of concentrations
between undertakings.
The Notification shall be submitted jointly by the undertakings that are parties to a
merger or acquisition or have created a joint venture, respectively by the party
acquiring control within the meaning of Article 22, paragraph 1, item 2. In cases of
acquisition of controlling interest following a bidding procedure, the concentration
should be notified by the bidding undertaking.
The representative power of third person (not executive) shall be attested with power
of attorney where shall be given the name, personal number, address and phone
number of the empowered person. (A power of attorney from a foreign firm needs to
be apostilled, by necessity). When the Notification Form is filed jointly by the
undertakings effecting a concentration, one person may be authorized to represent both
of them in submitting and receiving documents on behalf of all notifying undertakings.
The Notification Form is filed in two versions – one containing confidential
information marked in an appropriate manner (e.g. by highlighting the respective parts
of the text) and another one in which this information has been deleted. In case the
evidence presented contains production, business or other confidential information
protected by law, the confidentiality of information should be substantiated.
Where the notification is prepared by more than one undertaking, the documents
containing protected confidential information for each of the undertakings may be
submitted in separate folders in the form of Annexes to the NF.
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The Notification and the attached evidence-containing documents are to be submitted
on paper and, where possible, electronically.
If due to objective reasons, the notifying undertakings do not have at hand the required
information or parts thereof, they should reason the absence of this information. In
case of such scenario an estimate should be presented together with the sources on
which it has been based.
The Notification contains annexed documents in their original form or copies thereof.
In the latter case the notifying undertaking is required to prove the completeness and
authenticity of the copies by having them certified. The NF should be submitted in
Bulgarian. All Annexes in foreign language should be supported by authorized
translation.
The NF contains information as to whether the transaction has been (or will be)
notified to other competent authorities of EU Member States or third countries.
(A new text according to Decision No. 214/05.03.2009) The NF may contain a
request by the parties on immediate enforcement of the acts under Articles 82, 85 and
88 of the LPC. By ordering immediate enforcement of these acts CPC does not require
to be paid a deposit.
Before filing the Notification under Article 79 the applicant may consult the CPC
regarding the volume of information that should be contained in it.
In addition to the information required in this Form, before initiating the procedure and
during the appraisal itself the CPC may also request the notifying undertaking to
present additional information that is deemed necessary for the assessment of the
particular concentration.
For the purposes of the electronic register maintained by the CPC containing the
Commission’s Acts and Announcements of initiated proceedings the Notification
should also include an Executive summary of the concentration prepared in
accordance with Annex 1 (incl. English language translation, where appropriate). The
Summary must be drafted so that it contains no confidential information or business
secrets.
Notifications are filed with the Record-keeping Department of the CPC during each
working day until 4 p.m. On Fridays and the days preceding public holidays
Notifications are to be filed not later than 2 p.m. In certain exceptional cases a
Notification may also be faxed, mailed or sent via a courier service.
When submitting a Notification, the undertaking should also present a document
evidencing the payment to the CPC for an authorisation’s fee amounting to BGN 2.000
(two thousands). This document should contain explicitly the name of the notifying
undertaking.
Regarding item 1: Undertakings participating in the concentration
In accordance with the Consolidated Jurisdictional Notice and the CPC’s experience in
applying the revoked LPC undertakings directly engaged in the concentration are “the
undertakings concerned”. For instance:
- in merger-cases the „undertakings concerned” are the undertakings undergoing
reorganization;
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- in case one undertaking acquires the controlling interest in another – the
“undertakings concerned” are the acquirer and acquired (targeted) undertakings. When
one undertaking acquires sole control in parts of another, the „undertakings
concerned” are the acquirer and the acquired part(s) of the targeted company;
- in case of acquisition of joint control the „undertakings concerned” are the ones that
will hold the joint control and the controlled undertaking;
- when a new joint venture is created, the „undertakings concerned” are its founders,
the so-called parent-companies.
For the purpose of identifying the “undertakings concerned” in cases when sole or
joint control is acquired in existing companies or parts thereof the selling undertaking
is not taken into consideration.
However, when the selling undertaking retains joint control with the acquiring
company (or companies) the former is considered as a concerned undertaking.
The Consolidated Notice contains detailed information about the “concerned
undertakings” in different scenarios. It also contains specific rules identifying the
undertakings concerned in case of interrelated transactions, as well as in a case when a
subsidiary of a companies’ group acquires a sole control.
For each of the undertakings concerned should be provided detailed information
containing the following: name, address, registered and actual field of activity (nature
of the undertaking's business), the appropriate contact person/-s. The respective
identification documents of the enterprises should also be attached.
Regarding item 2: Undertakings and persons, exercising direct or indirect control
over the undertakings participating in the concentration
To the NF should be presented a list containing all undertakings holding direct or
indirect control over the undertakings participating in the concentration.
Regarding item 3: Undertakings on which control is exercised by the participants
in the concentration within the meaning of Article 22, paragraph 3
Present list/-s containing all undertakings in which the undertakings concerned hold
directly or indirectly control. Annex the respective identification documents.
The notification should also contain information regarding:
- all undertakings which are directly or indirectly controlled by the undertakings under
item 2 ;
- the undertakings controlled jointly by the above undertakings.
Provide information regarding the type of control and the means for its’ exerting, as
well as concise information on the actual field of activity, address of each of the
undertakings under items 2 and 3.
It is appropriate, the required information to be presented in the form of organizational
charts reflecting the situation prior to and after the concentration, showing the
structure of ownership and control of the undertakings participating in the
concentration (indicating the respective shareholder interest), as well.
Regarding the undertakings under items 1, 2 and 3 of the Form submit a list of the
members of their managing bodies, who are also members of the managing bodies of
another undertaking operating in the markets under item 5.3. (provide the name of this
undertaking).
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Regarding item 4: Describe the nature, the legal form and the rationale of the
concentration being notified
4.1 Nature of the concentration
Specify the concentration’ nature, indicating if it is of horizontal or non-horizontal
nature (vertical or conglomerate). The notified concentration may contain both
horizontal and non-horizontal aspects.
Horizontal concentrations take place between undertakings producing and/or
distributing on the market identical products and/or services, i.e. concentration
between competitors.
Vertical concentrations take place between undertakings whose field of operation
involves different phases of the production and distribution of products/services.
Conglomerate are the concentrations between undertakings that are neither in
horizontal, nor in vertical relations with each other, while operating in closely related
markets.
4.2 Legal form of the concentration
Describe the legal form of the notified concentration – whether it concerns:
- merger or takeover of two or more independent undertakings;
- acquisition of sole or joint control;
- creating a joint venture performing on a lasting basis all the functions of an
autonomous economic entity.
It contains information whether the whole or part/-s of undertaking/-s are subject to the
concentration.
Provide information on the basic terms, phases and moments related to the notified
concentration that are of key importance for its implementation, the conditions and
periods necessary for finalizing the concentration itself, as well.
Notification is filed together with the latest versions of all relevant documents,
regardless of whether the concentration is implemented following a contract or a bid
(e.g. contracts, letters of intent, copies of public tender bids, etc.).
4.3 The rationale of the concentration
The undertakings participating in the concentration specify the goals of the planned
transaction and the expected efficiencies from it, such as: penetrating new markets;
developing and expanding the portfolio of products (goods and/or services); using
know-how and professional expertise; enhancing the operational effectiveness of the
undertakings concerned; better satisfying the customer needs, etc., which will enhance
the capacity and stimulate the newly formed structure to be pro-competitive and more
customer-oriented.
This information is especially necessary when the concentration results in creating or
strengthening of a dominant position and effective market competition would be
significantly impeded as a result. The higher the negative impact on the market
competition, the more convinced the Commission needs to be that the above allegation
are well-grounded, probable and customers-oriented.
6
Regarding item 5: Relevant markets where the undertakings participating in the
concentration operate
The relevant (product&geographic) market defines the scope of assessment of the
market power of the new structure formed by the concentration.
The undertakings participating in the concentration may operate in several relevant
markets, however, the concentration might have an impact over one of them only. The
definition of the relevant market provides a basis for information to be required
regarding many other aspects contained in these Instructions.
The Notification should contain the required data to clarify the following:
5.1 The relevant product market comprises all those products and/or services which
are regarded as interchangeable or substitutable by the consumer, by reason of the
products' characteristics, their prices and their intended use.
Important factors relevant to the assessment of the relevant product market include the
analysis of why the products or services in these markets are included and why others
are excluded by using the above definition. Factors, such as demand and supply
substitutability, market competition conditions, prices and demand price elasticity (the
possibility for redirecting the consumer demand from one product to another), etc. are
analyzed by the definition of the product markets.
5.2 The relevant geographic market comprises a specific territory (the entire
territory of the Republic of Bulgaria or smaller areas) where the undertakings are
involved in the supply/distribution and demand of the relevant products or services,
where the conditions of competition are sufficiently homogenous, while differing from
those in neighbouring areas (based on the appreciably differing competitive conditions
in these areas).
Factors relevant to the assessment of the relevant geographic market include nature
and characteristics of the relevant products or services, existence of entry barriers in
the market, transportation costs, consumer preferences, appreciable differences in the
undertakings' market shares between neighbouring geographic areas or substantial
price differences.
5.3 Markets likely to be influenced by the concentration
These would be the relevant (product&geographic) markets, where:
а) two or more of the undertakings participating in the concentration are engaged in
business activities in the same relevant market (horizontal relations);
b) one or more of the undertakings participating in the concentration are engaged in
business activities in a product market, which is downstream or upstream of a product
market in which any other undertaking participating in the concentration is engaged,
regardless of whether there is or is not any existing supplier/customer relationship
between the undertakings participating in the concentration (vertical relations).
c) one of the undertakings participating in the concentration is present in a product
market which is a neighbouring market closely related to a product market in which
any other undertaking participating in the concentration is engaged. Product markets
are closely related neighbouring markets when the products are complementary to
each other (the use of one product naturally results in use or demand for other product)
7
or when they belong to a range of products that is generally purchased by the same set
of customers for the same end use
Regarding item 6: The market shares and the aggregate turnovers of the
undertakings participating in the concentration
6.1 Market shares
For each of the markets, identified in item 5.3, provide the following information for
the last financial year :
а) an estimate of the total size of the market in terms of sales value (in BGN) and/or
volume (units);
The value and volume of a market in a number of economic activities should reflect
output less exports plus imports for the territory of the Republic of Bulgaria. If readily
available, please provide information on imports and exports by country of origin and
destination, respectively.
For other businesses the estimate of the size of the market is calculated in accordance
with its specific character in terms either of volume (units) or value as the notifying
undertaking explicitly states the method of calculation of this size.
b) sales (in value and/or volume), as well as an estimate of the market shares of each
of the undertakings participating in the concentration ;
c) manner in which the undertakings participating in the concentration produce and/or
sell the products and/or services (incl. whether they manufacture or sell through local
distribution facilities);
d) the nature and extent of vertical integration of each of the undertakings participating
in the concentration compared with their largest competitors.
e) explain the distribution channels and service networks of the undertakings
participating in the concentration. In so doing, take account of the following where
appropriate:
- the distribution systems prevailing in the market and their importance. To what
extent is distribution performed by third parties and/or undertakings belonging to the
same group as the undertakings identified in items 2 and 3 of the Form?
- the service networks (for example, maintenance and repair) prevailing and their
importance in these markets. To what extent are such services performed by third
parties and/or undertakings belonging to the same group as the undertakings identified
in items 2 and 3 of the Form?
f) provide an estimate of the total capacity (in volume/units/) of the relevant markets
for the last year. Over this period what proportion of this capacity is accounted for by
each of the undertakings participating in the concentration, and what have been their
respective rates of capacity utilization. If applicable, identify the location and capacity
of the manufacturing facilities of each of the undertakings to the concentration in the
markets likely to be influenced by the concentration.
g) specify whether any of undertakings participating in the concentration, or any of the
competitors, have “pipeline products”, products likely to be brought to market in the
near term, or plans to expand (or contract) production or sales capacity. If so, provide
an estimate of the projected sales and market shares of the parties participating in the
concentration over next two years.
8
If notified transaction would result in the undertakings’ creating/strengthening their
dominant position, the above information should be presented for the last two years.
6.2 Aggregate combined turnovers
The information on the aggregate combined turnovers of the undertakings participating
in the concentration is important for assessing whether the planned concentration falls
within the scope of Article 24 of the LPC. The turnover is calculated in accordance
with Article 25 of the LPC. For each of the undertakings participating in the
concentration provide information of the turnover, in BGN. When the financial
information for any of the undertakings is prepared using a different currency, it
should be recalculated in BGN, based on the average annual exchange rate.
Any aid granted to the undertaking by state or municipal authorities, directly assigned
to the prices of goods/services, has to be counted in the calculation of the turnover.
Notifying parties must provide as evidence copies of the most recent annual reports
and accounts of all the undertakings participating in the concentration (together with
audit reports and all notes to them). When the parties have the obligation to prepare
consolidated annual reports, these should be attached together with the audit report to
them, as well.
With a view to establish the competence for appraisal of the concentration under the
national legislation, the notifying party should substantiate the absence of Community
dimension under Article 1 of the Merger Regulation. At its discretion, prior to
initiating the proceedings, the CPC may request to obtain also information on the
turnover of each of the undertakings concerned in the form in Annex 2.
Regarding item 7: Barriers to entry in the markets likely to be influenced by the
concentration (item 5.3)
The barriers to entry are conditions that inhibit or prevent the entry of new
undertakings in the relevant market. The barriers to entry are of economic and legal
nature.
Describe the various factors influencing entry into relevant markets, taking account of
the following, where appropriate:
(a) total costs of entry for : R&D, production process’ organization (e.g. specific
operations may require special equipment that might not easily be used for another
purpose), establishing distribution systems, promotion, advertising, servicing, etc. on a
scale equivalent to a significant viable competitor, indicating the market share of such
a competitor (specify their market shares);
(b) any legal or regulatory barriers to entry (such as government authorization or
standard setting in any form, as well as barriers resulting from product certification
procedures, or the need to have a proven track record);
(c) any restrictions created by the existence of patents, know-how and other
intellectual property rights in these markets and any restrictions created by licensing
such rights;
(d) extent to which each of the undertakings participating in the concentration are
holders, licensees or licensors of patents, know-how and other intellectual property
rights within the markets under item 5.3 ;
(e) importance of economies of scale of products within the markets under item 5.3;
and
9
(f) access to sources of supply (such as availability of raw materials, energy, materials)
and necessary infrastructure.
Over last years, has there been any significant entry into any of the markets subject to
the assessment? If so, identify such entrants
If any of the undertakings participating in the concentration has entered such a market
over last years, provide an analysis of the barriers to entry encountered.
Are there any undertakings (regardless of where they are located), which are likely to
enter these markets? The probability for such entry should be substantiated estimating
of the time within which such entry is likely to occur.
Regarding item 8: The main competitors, suppliers and customers
The information in this section is required for the purpose of identifying the structures
of supply and demand in the markets that are likely to be influenced by the
concentration.
8.1. Main competitors
Specify the five largest competitors of the undertakings participating in the
concentration for each of the markets identified under item 5.3. Give details of each of
them by specifying their name, address, telephone & fax number for the person/ -s
representing them.
Provide information of their market shares /for the last financial year/, estimated in
terms of value (in BGN) and/or volume (units). Another useful information would be
if any of the competitors has “pipeline products”, products likely to be brought to
market in the near term, or plans to expand (or contract) production or sales capacity.
Specify also the competitor/-s holding important intellectual rights, essential facilities,
etc.
If there are any other important factors concerning the supply, they should also be
specified.
8.2. Main suppliers
Identify the five largest independent suppliers (that are not subsidiaries or
undertakings forming part of the corporate group of the corresponding undertaking) to
the undertakings participating in the concentration together with the types of products/
services purchased from each of them. What are their individual shares of purchases
from each of these suppliers by groups of products/services of the supplies ? For each
of the above suppliers, provide the name, address, telephone & fax number of the
person/-s representing it.
Provide an explanation of the supply structure for each of the markets under item 5.3.,
specifying the type of business relations with the suppliers of the relevant
products/services. Are there any signed long-term contracts and what are the terms and
conditions thereof (rebates, quantities, payment, etc.)? Are any amendments to the
contractual relations with the suppliers expected to arise from the planned
concentration? Specify them (e.g. expanding the product range, reduction of the
negotiated prices as a result of possible optimization of the transportation costs,
bounded purchases, etc.).
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8.3 Main buyers/ customers
Specify the five largest independent customers of the undertakings participating in the
concentration within the markets which will be influenced by the concentration and
their individual share of total sales for such products accounted for by each of those
customers. For each of the five customers provide name, address, telephone&fax
number of the person/-s representing it.
Provide an explanation of the demand structure for each of the markets under unit 5.3.
in terms of:
- phases of the markets in terms of, for example, take-off, expansion, maturity and
decline, and a forecast of the growth rate of demand;
- customer preferences (for example in terms of brand loyalty, the provision of preand after-sales services, the provision of a full range of products, or network effects);
- role of the product differentiation (in terms of attributes or quality, and the extent to
which the products of undertakings participating in the concentration are close
substitutes);
- switching costs (in terms of time and expense) for customers when changing from
one supplier to another;
- degree of concentration or dispersion of customers;
- segmentation of customers into different groups together with a description of the
‘typical customer’ of each group;
- importance of exclusive distribution contracts and other types of long-term contracts.
Regarding item 9: Circumstances’ assessment under Article 26, paragraph 1 or
paragraph 2 of the LPC
This section contains arguments to substantiate the hypothesis that the notified
concentration does not lead to the creation or strengthening of a dominant position, as
a result of which effective competition in the relevant market would be significantly
impeded (Article 26, paragraph 1 of the LPC).
Provide reasoning to substantiate that notified concentration, which, while creating or
strengthening a dominant position, pursuant to Article 26, paragraph 2 of the LPC,
aims at modernisation of the relevant economic activity, improvement of market
structures, better meeting the interests of consumers and overall the positive effect
outweighs the negative impact on competition in the relevant market.
Each efficiency put forward by the notifying party should be substantiated: e.g. costsavings; better quality/price ratio; technical and technological innovations; assessment
of the concentration’s impact on consumers, suppliers, clients, etc. Regarding the
efficiencies put forward within the notification, see the arguments according to the
Guidelines on the assessment of horizontal mergers under the Council Regulation on
the control of concentrations between undertakings.
Other Relevant Information
For the sake of completeness of the analysis, the notifying undertakings are required to
provide information regarding:
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Effective cooperative agreements (horizontal, vertical, or other). Give details of the
most important cooperative agreements engaged in by the undertakings participating in
the concentration are parties, such as research and development, licensing, joint
production, specialization, distribution, long term supply and exchange of information
agreements and, where deemed useful, provide a copy of these agreements.
Trade associations
(a) identify those of which the undertakings participating in the concentration are
members; and
(b) identify the most important trade associations to which the customers and suppliers
of the undertakings participating in the concentration belong.
Provide name, address, telephone &faxnumber, e-mail address of the appropriate
contact person for all trade associations listed above.
When a joint venture is created pursuant to Article 22, paragraph 2 of the LPC, the
parties are required to provide the following information:
- whether any of the parent companies will retain their operations within the market
where the joint venture will operate or a market which is downstream or upstream of
the market of the joint venture or in a neighbouring closely related market;
- confirmation that the creation of the joint venture does not result in an agreement
between independent undertakings that might restrict competition pursuant to Article
15, paragraph 1 of the LPC or falling within the scope of Article 17 thereof.
In addition to the above information, the notifying undertakings may provide
additional data that they consider relevant to the concentration.
Annexes to the notification
For the sake of transparency, the undertakings concerned should provide evidence to
the facts put forward by them in the form of Annexes. These may be constitute:
analyses, reports, studies, polls, strategic documents, business plans and other relevant
documents prepared for the purpose of the appraisal and analysis of the concentration
in view of the market shares, competition conditions, competitors (actual and
potential), circumstances’ assessment of the concentration, potential capacity for
increasing sales or entry other product or geographic markets and/or general market
conditions.
CHAIRMAN:
................................
Petko Nikolov
DEPUTY CHAIRMAN:
...................................
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Redjeb Mustafa
MEMBERS:
..............................
Maria Popova
..............................
Rumiana Karlova
..............................
Vesela Antonova
Elena Stoimenova
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ANNEX 1
To the Introduction of the
Instructions
Executive summary of a notified concentration between ................and ..............
The Competition Protection Commission /CPC/ has received in line with Article 24,
paragraph 1 of the Law on Protection of Competition a Notification, which has been
duly filed in the CPC (Reference Number KZK -………/….), informing the
Commission of the intention of .............. to implement a concentration in the form of
(merger or takeover, acquisition of controlling interest, creating a joint venture) falling
within the scope of Chapter V of the LPC.
The business activities of the undertakings concerned are:
- .................
It is expected the transaction to influence the following product&geographic markets
in the country:
- ......................
- ....................
The CPC is requested to authorise the concentration and to adopt a decision according
to the provisions …………….of the LPC.
According to Article 80, paragraph 2 of the LPC CPC invites interested third parties to
submit information or their possible observations on the proposed operation and on the
competitive effect of the concentration on relevant (product&geographic) market/-s.
Observations must reach CPC (the Record-keeping department, under the above
Reference Number KZK…./…. ) not later than 7 days following the date of this
publication , together with the respective supporting evidence to it.
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ANNEX 2
To item 6.2. of the
Instructions
INFORMATION
ON THE TURNOVER OF THE UNDERTAKINGS PARTICIPATING IN THE
CONCENTRATION
I. For each of the undertakings concerned by the concentration provide the following
data1 for the last financial year:
1. World-wide turnover;
2. Community-wide turnover;
3. EFTA-wide turnover;
4. Turnover in each Member State;
5. Turnover in each EFTA State;
6. The Member State, if any, in which more than two-thirds of Community-wide
turnover is achieved; and
7. The EFTA State, if any, in which more than two-thirds of EFTA-wide turnover is
achieved.
II. For the purposes of Article 1(3) of the EC Merger Regulation, if the operation does
not meet the thresholds set out in Article 1(2), provide the following data for the last
financial year:
1. The Member States, if any, in which the combined aggregate turnover of all the
undertakings concerned is more than EUR 100 million; and
2. The Member States, if any, in which the aggregate turnover of each of at least two
of the undertakings concerned is more than EUR 25 million.
III. For the purposes of determining whether the concentration qualifies as an EFTA
cooperation case2, provide the following information with respect to the last financial
year:
1. Does the combined turnover of the undertakings concerned in the territory of the
EFTA States equal 25% or more of their total turnover in the EEA territory?
1
/ Turnover of the acquiring undertaking or undertakings 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 should include the turnover relating to the parts subject to the transaction within the
meaning of Article 5(2) of the EC Merger Regulation. Special provisions are contained in Articles 5(3), (4) and
5(5) of the EC Merger Regulation for credit, insurance, other financial institutions and joint undertakings. See,
Commission Consolidated Jurisdictional Notice.
2
/ See Article 57 of the EEA Agreement and, in particular, Article 2(1) of Protocol 24 to the EEA Agreement.
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2. Does each of at least two undertakings concerned have a turnover exceeding EUR
250 million in the territory of the EFTA States?
Parties' Turnover by Member State
MS
TURNOVER (IN EURO)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
AUSTRIA
BELGIUM
BULGARIA
CYPRUS
CZECH REPUBLIC
DENMARK
ESTONIA
FINLAND
FRANCE
GERMANY
GREECE
HUNGARY
IRELAND
ITALY
LATVIA
LITHUANIA
LUXEMBOURG
MALTA
NETHERLANDS
POLAND
PORTUGAL
ROMANIA
SLOVAK REPUBLIC
SLOVENIA
SPAIN
SWEDEN
UK
TOTAL EU :
1.
2.
3.
EFTA-STATE
ICELAND
LIECHTENSTEIN
NORWAY
TURNOVER (IN EURO)
TOTAL EFTA
SWITZERLAND
16