Commission Implementing Regulation (EU) 2023/914 of 20 April 2023 implementing Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings and repealing Commission Regulation (EC) No 802/2004 (Text with EEA relevance)
(a) information which the Commission has requested pursuant to Article 11(2) of Regulation (EC) No 139/2004 from one of the notifying parties or any other involved party, as defined in Article 11 of this Regulation, is not provided or not provided in full within the time limit fixed by the Commission; (b) information which the Commission has requested pursuant to Article 11(2) of Regulation (EC) No 139/2004 from a third party is not provided or not provided in full within the time limit fixed by the Commission owing to circumstances for which one of the notifying parties or any other involved party, as defined in Article 11 of this Regulation, is responsible; (c) one of the notifying parties or any other involved party, as defined in Article 11 of this Regulation, has refused to submit to an inspection deemed necessary by the Commission on the basis of Article 13(1) of Regulation (EC) No 139/2004 or to cooperate in the carrying out of such an inspection in accordance with Article 13(2) of that Regulation; (d) the notifying parties have failed to inform the Commission of material changes in the facts contained in the notification, or of any new information of the kind referred to in Article 5(3) of this Regulation.
(a) in the cases referred to in paragraph 1, points (a) and (b), for the period between the expiry of the time limit set in the simple request for information, and the receipt of the complete and correct information required by decision or the moment when the Commission informs the notifying parties that, in light of the results of its ongoing investigation or market developments, the information requested is no longer necessary; (b) in the cases referred to in paragraph 1, point (c), for the period between the unsuccessful attempt to carry out the inspection and the completion of the inspection ordered by decision or the moment when the Commission informs the notifying parties that, in light of the results of its ongoing investigation or market developments, the inspection ordered is no longer necessary; (c) in the cases referred to in paragraph 1, point (d), for the period between the occurrence of the change in the facts referred to therein and the receipt of the complete and correct information; (d) in the cases referred to in paragraph 2 for the period between the expiry of the time limit set in the decision and the receipt of the complete and correct information required by decision or the moment when the Commission informs the notifying parties that, in light of the results of its ongoing investigation or market developments, the information requested is no longer necessary.
(a) notifying parties, that is, persons or undertakings submitting a notification pursuant to Article 4(2) of Regulation (EC) No 139/2004; (b) other involved parties, that is, parties to the proposed concentration other than the notifying parties, such as the seller and the undertaking which is the target of the concentration; (c) third persons, that is natural or legal persons, including customers, suppliers and competitors, provided they demonstrate a sufficient interest within the meaning of Article 18(4), second sentence, of Regulation (EC) No 139/2004, which is the case in particular: i) for members of the administrative or management bodies of the undertakings concerned or the recognised representatives of their employees; ii) for consumer associations, where the proposed concentration concerns products or services used by final consumers.
(d) parties regarding whom the Commission intends to take a decision pursuant to Article 14 or Article 15 of Regulation (EC) No 139/2004.
(a) confidential information; (b) internal documents of the Commission; (c) internal documents of competent authorities of Member States; (d) correspondence between the Commission and the competent authorities of Member States; (e) correspondence between the competent authorities of Member States; and (f) correspondence between the Commission and other competition authorities.
(a) it contains business secrets or other confidential information; and (b) the disclosure of the information is not considered necessary by the Commission for the purpose of the proceedings.
(a) are unusable (corrupted); (b) contain viruses, malware or other threats; (c) contain electronic signatures the validity of which cannot be verified by the Commission.
(a) basic information which is in principle necessary for the assessment of all concentrations (Sections 1-10); (b) information on efficiencies (Section 11); (c) information to be provided in cases involving joint ventures (Section 12).
(a) the notifying parties give adequate reasons why the relevant information is not reasonably available and provide best estimates for the missing data, identifying the sources for these estimates. Where possible, the notifying parties must indicate where any of the requested information that is unavailable could be obtained by the Commission or the relevant Member State(s) and EFTA State(s); (b) the notifying parties give adequate reasons why the relevant information is not necessary for the examination of the case.
(a) in accordance with Article 10(1) of the Merger Regulation and Article 5(2) and (4) of the Implementing Regulation, the time limits laid down in the Merger Regulation with regard to the notification will not start until all the information that has to be supplied with the notification has been received by the Commission. This is to ensure that the Commission is able to assess the notified concentration within the strict time limits laid down in the Merger Regulation; (b) the notifying party or parties must verify, in the course of preparing their notification, that contact names and numbers, and in particular e-mail addresses, provided to the Commission are accurate, relevant and up-to-date; (c) in accordance with Article 5(4) of the Implementing Regulation, incorrect or misleading information in the notification will be considered to be incomplete information; (d) requested contact details must be provided in the format prescribed by DG Competition on its website Please see https://ec.europa.eu/competition-policy/mergers/practical-information_en. (e) under Article 14(1), point (a), of the Merger Regulation, notifying parties who, either intentionally or negligently, supply incorrect or misleading information, may be liable to fines of up to 1 % of the aggregate turnover of the undertaking concerned. In addition, pursuant to Article 6(3), point (a), and Article 8(6), point (a), of the Merger Regulation the Commission may revoke its decision on the compatibility of a notified concentration where it is based on incorrect information for which one of the parties to the concentration is responsible.
(a) "Party/parties to the concentration" or "party/parties": These terms relate to both the acquiring party/parties and the acquired party/parties, or the merging parties, including all undertakings in which a controlling interest is being acquired or which is the subject of a public bid. Unless otherwise specified, the terms "notifying party/parties" and "party/parties to the concentration" include all the undertakings which belong to the same groups as those parties. (b) "Relevant product market": A relevant product market comprising all those products or services, or both, which are regarded as interchangeable or substitutable by the consumer, by reason of the products’ or services’ characteristics, their prices and their intended use. A relevant product market may in some cases be composed of a number of individual products or services, or both, which present largely identical physical or technical characteristics and are interchangeable. 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 this definition, and having regard to, for example, substitutability of products and services, prices, cross-price elasticity of demand or other relevant factors (such as supply-side substitutability in appropriate cases). (c) "Relevant geographic market": The relevant geographic market comprising the area in which the undertakings concerned are involved in the supply and demand of relevant products or services, in which the conditions of competition are sufficiently homogeneous and which can be distinguished from neighbouring geographic areas because, in particular, conditions of competition are appreciably different in those areas. Factors relevant to the assessment of the relevant geographic market include, inter alia, the nature and characteristics of the products or services concerned, the existence of entry barriers, consumer preferences, appreciable differences in the undertakings’ market shares between neighbouring geographic areas or substantial price differences. (d) "Horizontal overlap": A concentration gives rise to horizontal overlaps when the parties to the concentration are engaged in business activities in the same relevant product and geographic market(s) (including the development of pipeline products Pipeline products are products likely to be brought to market in the short or medium term. "Pipeline products" also covers services. Horizontal overlaps involving pipeline products include overlaps between pipeline products and overlaps between one or more marketed product(s) and one or more pipeline product(s). (e) "Non-horizontal relationship": A concentration gives rise to non-horizontal relationship when the activities of the parties to the concentration are in a relationship that is not a horizontal overlap. (f) "Vertical relationship": A concentration gives rise to vertical relationships when one or more of the parties to the concentration are engaged in business activities in a product market which is upstream or downstream from a product market in which any other party to the concentration is engaged (including the development of pipeline products). Vertical relationships involving pipeline products include relationships between pipeline products and relationships between one or more marketed product(s) and one or more pipeline product(s). (g) "Affected markets": Affected markets are all relevant product and geographic markets, as well as plausible alternative relevant product and geographic markets, where the parties’ activities overlap horizontally or are vertically related and which do not meet the conditions for review under point 5 of the Notice on Simplified Procedure Commission Notice on a simplified treatment of certain concentrations under Council Regulation (EC) No 139/2004 ( OJ C 160, 5.5.2023, p. 1 ) (the "Notice on Simplified Procedure").
[Full name of Company A] ([Short name of company A], [Country of origin of Company A]), controlled by [Company X] [Full name of Company B] ([Short name of company B], [Country of origin of Company B]), controlled by [Company Y] [Company A] acquires within the meaning of Article 3(1), point (b) of the Merger Regulation sole control of (the whole/part) of [Company B] OR [Company A] enters into a full merger within the meaning of Article 3(1), point (a) of the Merger Regulation with [Company B] OR [Company A] and [Company B] acquire within the meaning of Article 3(1), point (b) and Article 3(4) of the Merger Regulation joint control of [Company C].
a. for [Company A]: [Brief description of activity, e.g., diversified chemicals with primary activities in agricultural sciences, performance plastics and chemicals, and hydrocarbon and energy products and services]. b. for [Company B]: [Brief description of activity, e.g., silicone-based technology and innovation with primary activities in development and production of polymers and other materials based on silicone chemistry].
2.1.1. the name of the undertaking; 2.1.2. whether the undertaking is a notifying party or not; 2.1.3. the name, address, telephone number and e-mail address of, and position held by, the appropriate contact person; the address given must be an address for service to which documents and, in particular, Commission decisions and other procedural documents may be notified, and the contact person given must be deemed to be authorised to accept service; 2.1.4. if one or more authorised external representatives of the undertaking are appointed, the representative or representatives to which documents and, in particular, Commission decisions and other procedural documents may be notified: 2.1.4.1. the name, address, telephone number and e-mail address of, and position held by, each representative; and 2.1.4.2. the original power of attorney (for the notifying party or parties).
3.1.1. Identify the undertakings or persons solely or jointly controlling each of the parties to the concentration, directly or indirectly, and describe the structure of ownership and control of each of them before the completion of the concentration. 3.1.2. Explain whether the proposed concentration is one of the following: (a) a full merger; (b) an acquisition of sole or joint control; (c) a contract or other means of conferring direct or indirect control within the meaning of Article 3(2) of the Merger Regulation; (d) the acquisition of joint control in a full-function joint venture within the meaning of Article 3(4) of the Merger Regulation, and, if so, the reasons why the joint venture is considered to be full-function See Section B IV of the Consolidated Jurisdictional Notice.
3.1.3. Explain how the concentration will be implemented (for example by conclusion of an agreement, by the launch of a public bid, etc.). 3.1.4. By reference to Article 4(1) of the Merger Regulation explain which of the following have taken place at the time of notification (a) an agreement has been concluded; (b) a controlling interest has been acquired; (c) a public bid or the intention to launch a public bid has been announced; (d) the parties to the concentration have demonstrated a good faith intention to conclude an agreement.
3.1.5. Indicate the expected date of any major events designed to bring about the completion of the concentration; 3.1.6. Explain the structure of ownership and control of each of the parties to the concentration after the completion of the concentration.
3.4.1. indicate whether any of the parties to the concentration has been the beneficiary of aid that is or has been subject to Union State aid proceedings. 3.4.2. indicate if you have filed or intend to file a notification under Article 20 of Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market (OJ L 330, 23.12.2022 , p. 1-45 ).
4.1. worldwide turnover; 4.2. EU-wide turnover; 4.3. EEA-wide turnover (EU and EFTA); 4.4. turnover in each Member State (indicate the Member State, if any, in which more than two-thirds of EU-wide turnover is achieved); 4.5. EFTA-wide turnover; 4.6. turnover in each EFTA State (indicate the EFTA State, if any, in which more than two-thirds of EFTA-wide turnover is achieved; also indicate whether the combined turnover of the undertakings concerned in the territory of the EFTA States equals 25 % or more of their total turnover in the EEA territory).
5.1. copies of the final or most recent versions of all documents bringing about the concentration, whether by agreement between the parties to the concentration, acquisition of a controlling interest or a public bid; 5.2. in case of a public bid, a copy of the offer document. If the offer document is unavailable at the time of notification, a copy of the most recent document demonstrating the intention to launch a public bid must be provided, and a copy of the offer document must be submitted as soon as possible and not later than when it is posted to shareholders; 5.3. an indication of the webpage, if any, at which the most recent annual reports and accounts of the parties to the concentration are available, or if no such webpage exists, copies of the most recent annual reports and accounts of the parties to the concentration; 5.4. copies of the following documents prepared by or for or received by any member(s) of the board of management, the board of directors, or the supervisory board, depending on the corporate governance structure, or the other person(s) exercising similar functions (or to whom such functions have been delegated or entrusted), or the shareholders’ meeting: (a) minutes of the meetings of the board of management, of the board of directors, of the supervisory board and/or of the shareholders’ meeting at which the transaction has been discussed, or excerpts of those minutes relating to the discussion of the transaction; (b) analyses, reports, studies, surveys, presentations and any comparable documents for the purpose of assessing or analysing the concentration with respect to its rationale (including documents where the transaction is discussed in relation to potential alternative acquisitions), market shares, competitive conditions, competitors (actual and potential), potential for sales growth or expansion into other product or geographic markets, and/or general market conditions; (c) analyses, reports, studies, surveys and any comparable documents from the last two years for the purpose of assessing any of the affected markets See Section 6 for more information on how to identify affected markets.
Provide a list of the documents mentioned in this section 5.4, indicating for each document the date of preparation and the name and title of the addressee(s). 5.5. data that each of the parties to the concentration collects and stores in the ordinary course of its business operations and which could be useful for a quantitative economic analysis. The data description should include, in particular, information about: (a) the type of such data (information on sales or bids, profit margins, procurement process details, etc.); (b) the level of disaggregation (per country, per product, per customer, per contract, etc.); (c) the time period for which the data are available and the format; (d) the source of the data (for example, Customer Relationship Management (CRM) software, or dataset purchased from external providers, etc.).
5.6. a description of the usage in the normal course of business of the data provided in section 5.5. In particular, describe if relevant, the internal datasets produced based on the above data, as well as the type of internal reporting products and analysis, such as business strategy, marketing plans, investment plans, market intelligence and competitors’ monitoring (e.g., comparison between the products/services and pipeline products of one party to the concentration and those of its main competitors or between those of the parties to the concentration; competitors’ strategy and positioning; or SWOT SWOT refers to "Strengths, Weaknesses, Opportunities and Threats" analysis. Any other method to depict the competitive landscape of a given product/innovation area falls under the requested data as well.
| Product market definition | Geographic market definition | |
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| Upstream market | Downstream market | ||||
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| Product market definition | Geographic market definition | Product market definition | Geographic market definition | ||
(a) any of the parties to the concentration has a market share larger than 25 % and any other party to the concentration is a potential competitor in that market. A party may be considered a potential competitor, in particular, where it has plans to enter a market, or has developed or pursued such plans in the past three years; (b) any of the parties to the concentration is present in a product market, which is a neighbouring market closely related to a product market in which any other party to the concentration is engaged, and the individual or combined market shares of the parties in any one of these markets is 30% or more. Product markets are closely related neighbouring markets when the products are complementary to each other Products (or services) are 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. 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.
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| Horizontal overlaps – Market shares | |||||||||
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| Precedents (please include a reference to relevant paragraphs) | Plausible product market considered | Plausible geographic market considered | Supplier | Year X -2 | Year X -1 | Year X | |||
| Value | Volume | Value | Volume | Value | Volume | ||||
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| Others | |||||||||
| Total | |||||||||
| Market size | |||||||||
| Vertical relationships – Market shares | |||||||||
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| UPSTREAM | |||||||||
| Precedents (include a reference to relevant paragraphs) | Plausible product market considered | Plausible geographic market considered | Supplier | Year X -2 | Year X -1 | Year X | |||
| Value | Volume | Value | Volume | Value | Volume | ||||
| Undertaking concerned 1 | % | % | % | % | % | % | |||
| Undertaking concerned 2 | % | % | % | % | % | % | |||
| Undertaking concerned 3 | % | % | % | % | % | % | |||
| % | % | % | % | % | % | ||||
| Competitor 1 | % | % | |||||||
| Competitor 2 | % | % | |||||||
| Competitor 3 | % | % | |||||||
| Others | % | % | |||||||
| Total | 100% | 100% | 100% | 100% | 100% | 100% | |||
| Market size | EUR | EUR | EUR | ||||||
| DOWNSTREAM | |||||||||
| Precedents (include a reference to relevant paragraphs) | Plausible product market considered | Plausible geographic market considered | Supplier | Year X -2 | Year X -1 | Year X | |||
| Value | Volume | Value | Volume | Value | Volume | ||||
| Undertaking concerned 1 | % | % | % | % | % | % | |||
| Undertaking concerned 2 | % | % | % | % | % | % | |||
| Undertaking concerned 3 | % | % | % | % | % | % | |||
| % | % | % | % | % | % | ||||
| Competitor 1 | % | % | |||||||
| Competitor 2 | % | % | |||||||
| Competitor 3 | % | % | |||||||
| Others | % | % | |||||||
| Total | 100% | 100% | |||||||
| Market size | EUR | EUR | EUR | ||||||
| Any of the parties to the concentration has significant non-controlling shareholdings (i.e. above 10%) or cross-directorships in companies active in the same markets as any of the other parties or in vertically related markets (e.g. the acquiring company has a non-controlling minority shareholding or common directors in a company active in the same market as the target company). |
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| The parties are active in closely related neighbouring markets and any of the parties individually holds a market share of 30% or more in any of these markets under any plausible market definition. |
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| There remain fewer than three competitors with market shares above 5% in any of the markets giving raise to horizontal overlaps or vertical relationships under any plausible market definition. |
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| The relevant market share thresholds are exceeded in terms of capacity under any plausible market definition |
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| The parties (or one of them) are recent entrants in the overlapping markets (i.e. entered the market in the last three years). |
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| The parties are important innovators in the overlapping markets. |
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| The parties have brought to the market an important pipeline product within the last 5 years. |
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| The concentration gives rise to pipeline-to-pipeline or pipeline-to-marketed product overlaps |
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| In production chains with more than two levels, individual or combined market shares of the parties are 30% or higher in any of the levels of the value chain (in terms of value, volume or capacity). |
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8.1.1. for each of the parties to the concentration, the nature of the undertaking’s business, the main subsidiaries active and/or brands, product names and/or trademarks used in each of these markets; 8.1.2. an estimate of the total size of the market in terms of sales value (in euro) and volume (units) The value and volume of a market must reflect output less exports plus imports for the geographic areas under consideration. 8.1.3. for each of the parties to the concentration, the sales in value and volume, as well as an estimate of the market shares; 8.1.4. an estimate of the market share in value (and where appropriate, volume) of all competitors (including importers) having at least 5 % of the relevant market under consideration. You should identify the sources used to calculate those market shares and provide documents where available to confirm the calculation; 8.1.5. an estimate of the total capacity in the relevant markets. You should indicate what proportion of this capacity has been accounted for over the last three years by each of the parties to the concentration, and what their respective rates of capacity utilisation have been. If applicable, you should identify the location and capacity of the manufacturing facilities of each of the parties to the concentration in affected markets; 8.1.6. information on pipeline products of the parties and their competitors (including the stage of their development, an estimate of the projected sales and market shares of the parties to the concentration over the next three to five years).
| Horizontal overlaps involving pipeline products | ||||||||||
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| Precedents (include a reference to relevant paragraphs) | Plausible product market considered | Plausible geographic market considered | Supplier | Year X -2 | Year X -1 | Year X | ||||
| Value | Volume | Value | Volume | Value | Volume | |||||
| Undertaking concerned 1 | % | % | % | % | % | % | ||||
| Undertaking concerned 2 | % | % | % | % | % | % | ||||
| Undertaking concerned 3 | % | % | % | % | % | % | ||||
| % | % | % | % | % | % | |||||
| Competitor 1 | % | % | % | % | % | % | ||||
| Competitor 2 | % | % | % | % | % | % | ||||
| Competitor 3 | % | % | % | % | % | % | ||||
| Others | % | % | % | % | % | % | ||||
| Total | 100% | 100% | 100% | 100% | 100% | 100% | ||||
| Market size | EUR | EUR | EUR | |||||||
| Vertical Relationships Involving Pipeline Products | ||||||||||
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| UPSTREAM | ||||||||||
| Precedents (please include a reference to relevant paragraphs) | Plausible product market considered | Plausible geographic market considered | Supplier | Year X -2 | Year X -1 | Year X | Pipeline Products (Provide Name) | |||
| Value | Volume | Value | Volume | Value | Volume | |||||
| Undertaking concerned 1 | % | % | % | % | % | % | ||||
| Undertaking concerned 2 | % | % | % | % | % | % | ||||
| Undertaking concerned 3 | % | % | % | % | % | % | ||||
| % | % | % | % | % | % | |||||
| Competitor 1 | % | % | % | % | % | % | ||||
| Competitor 2 | % | % | % | % | % | % | ||||
| Competitor 3 | % | % | % | % | % | % | ||||
| Others | % | % | % | % | % | % | ||||
| Total | 100% | 100% | 100% | 100% | 100% | 100% | ||||
| Market size | EUR | EUR | EUR | |||||||
| DOWNSTREAM | ||||||||||
| Precedents (please include a reference to relevant paragraphs) | Plausible product market considered) | Plausible geographic market considered | Supplier | Year X -2 | Year X -1 | Year X | ||||
| Value | Volume | Value | Volume | Value | Volume | |||||
| Undertaking concerned 1 | % | % | % | % | % | % | ||||
| Undertaking concerned 2 | % | % | % | % | % | % | ||||
| Undertaking concerned 3 | % | % | % | % | % | % | ||||
| % | % | % | % | % | % | |||||
| Competitor 1 | % | % | % | % | % | % | ||||
| Competitor 2 | % | % | % | % | % | % | ||||
| Competitor 3 | % | % | % | % | % | % | ||||
| Others | % | % | % | % | % | % | ||||
| Total | 100% | 100% | 100% | 100% | 100% | 100% | ||||
| Market size | EUR | EUR | EUR | |||||||
(a) how these markets function; (b) the manner in which the parties to the concentration and their largest competitors produce and sell the products and/or services (for example, whether parties to the concentration and their largest competitors manufacture and sell locally); (c) the manner in which the parties to the concentration price the products and/or services; (d) the nature and extent of vertical integration of each of the parties to the concentration compared with their largest competitors.
(a) the phases of the markets in terms of, for example, take-off, expansion, maturity and decline, and a forecast of the growth rate of demand; (b) the importance of customer preferences, for example in terms of brand loyalty, the provision of pre- and after-sales services, the provision of a full range of products, or network effects; (c) the role of switching costs (in terms of time and expense) for customers when changing from one supplier to another for both the following: (i) existing products; (ii) new products replacing existing products (including the normal time horizon of customer contracts);
(d) the degree of concentration or dispersion of customers; (e) the way customers purchase the products or services in question, in particular whether they use procurement techniques such as requests for proposal and bidding procedures.
(a) the role and importance of product differentiation in terms of quality ("vertical differentiation") and other product characteristics ("horizontal" and "spatial differentiation"); (b) any segmentation of customers into different groups with a description of the "typical customer" for each group; (c) for horizontal overlaps, the rivalry between the parties to the concentration in general, as well as the closeness of substitution between the products of the parties to the concentration, including for each of the customer groups and "typical customers" identified in response to the question in point (b).
(a) the distribution systems prevailing in the market and their importance, and to what extent distribution is performed by third parties and/or undertakings belonging to the same group as the parties, as well as the importance of exclusive distribution contracts and other types of long-term contracts; (b) 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 parties?
(a) the total costs of entry (R & D, production, establishing distribution systems, promotion, advertising, servicing, and so forth) on a scale equivalent to a significant viable competitor, indicating the market share of such a competitor; (b) any legal or regulatory barriers to entry, such as government authorisation or standard setting in any form; (c) any barriers to access to customers, such as those resulting from product certification procedures, or the importance of reputation and a proven track record; (d) any need and possibility to obtain access to patents, know-how and other intellectual property rights in these markets; (e) the extent to which each of the parties to the concentration are holders, licensees or licensors of patents, know-how and other rights in the relevant markets; (f) the importance of economies of scale and scope and of network effects for the production or distribution of products and/or services in the affected markets; (g) access to sources of supply, such as availability of raw materials and necessary infrastructure.
(a) trends and intensities of research and development in those markets and for the parties to the concentration. Research and development intensity can be illustrated by research and development expenditure; number of employees dedicated to research and development (in terms of full time employees equivalents); number and importance of research and development facilities; or number of patents filed during the last three years; (b) the course of technological development for those markets over an appropriate time period (including the frequency of introduction of new products and/or services, developments in products and/or services, production processes, distribution systems); (c) the research planning and priorities that the parties to the concentration have over the next three years.
(a) the competitors identified under section 8.1.4; (b) each of the parties’ top ten customers in each of the affected markets; (c) the recent entrants identified under section 10.3; and (d) the potential entrants identified under section 10.4.
(a) a detailed explanation of how the proposed concentration would allow the new entity to achieve the efficiency. Specify the steps that the parties anticipate taking to achieve the efficiency, the risks involved in achieving the efficiency, and the time and costs required to achieve it; (b) where reasonably possible, a quantification of the efficiency and a detailed explanation of how the quantification was calculated. Where relevant, also provide an estimate of the significance of efficiencies related to new product introductions or quality improvements. For efficiencies that involve cost savings, state separately the one-time fixed cost savings, recurring fixed cost savings, and variable cost savings (in EUR per unit and EUR per year); (c) the extent to which customers are likely to benefit from the efficiency and a detailed explanation of how this conclusion is arrived at; (d) the reason why the party or parties could not achieve the efficiency to a similar extent by means other than through the concentration proposed, and in a manner that is not likely to raise competition concerns.
(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? If the answer is affirmative, indicate for each of the markets referred to here: i) The turnover of each parent company in the preceding financial year; ii) the economic significance of the activities of the joint venture in relation to this turnover; iii) the market share of each parent.
(b) If the answer to point (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 101(1) TFEU, and, where applicable, the corresponding provisions of the EEA Agreement See Article 53(1) of the EEA Agreement. (c) Without prejudice to the answers to points (a) and (b) and in order to ensure that a complete assessment of the case can be made by the Commission, if you consider that the conditions of Article 101(3) TFEU and, where applicable, the corresponding provisions of the EEA Agreement See Article 53(3) of the EEA Agreement. i) contributes to improving the production or distribution of goods, or to promoting technical or economic progress; ii) allows consumers a fair share of the resulting benefit; iii) does not impose on the undertakings concerned restrictions which are not indispensable to the attainment of these objectives; and iv) does not afford such undertakings the possibility of eliminating competition in respect of a substantial part of the products in question.
(a) two or more undertakings acquire joint control of a joint venture, provided that the joint venture has no current turnover within the territory of the European Economic Area (EEA) The term "current turnover" refers to turnover generated by the joint venture at the time of notification. The turnover of the joint venture can be determined according to the most recent audited accounts of the parent companies, or the joint venture itself, depending on the availability of separate accounts for the resources combined in the joint venture. Notice on Simplified Procedure, point 5(a). (b) two or more undertakings acquire joint control of a joint venture, provided that the joint venture has negligible activities in the EEA. This refers to concentrations where all of the following conditions are fulfilled: Notice on Simplified Procedure, point 5(b). i) the annual current turnover of the joint venture and/or the turnover of the contributed activities as well as the expected annual turnover is less than EUR 100 million in the EEA; ii) the total value of asset transfers to the joint venture in the EEA planned at the time of notification is less than EUR 100 million;
(c) two or more undertakings merge, or one or more undertakings acquire sole or joint control of another undertaking, provided that none of the parties to the concentration are engaged in business activities in the same product and geographic market, or in a relevant product market which is upstream or downstream from a product market in which any other party to the concentration is engaged; See Notice on Simplified Procedure, point 5(c). (d) two or more undertakings merge or one or more undertakings acquire sole or joint control of another undertaking and the conditions set out below are fulfilled under all plausible market definitions: See Notice on Simplified Procedure, point 5(d). i) the combined market share of all the parties to the concentration that are engaged in business activities in the same product and geographic market (horizontal overlap) meets at least one of the following conditions: (aa) it is lower than 20 %; (bb) it is lower than 50 % and the increment (delta) of the Herfindahl-Hirschman Index ("HHI") resulting from the concentration on this market is below 150;
ii) the individual and/or combined market shares of all the parties to the concentration that are engaged in business activities in a product market which is upstream or downstream from a product market in which any other party to the concentration is engaged (vertical relationship) meet at least one of the following conditions: (aa) they are lower than 30 % on the upstream and the downstream markets; (bb) they are lower than 30 % on the upstream market and parties to the concentration active in the downstream market hold a purchasing share of less than 30 % regarding upstream inputs; (cc) they are lower than 50 % on both the upstream and downstream markets, the increment (delta) of the Herfindahl-Hirschman Index (HHI) resulting from the concentration is below 150 on both the upstream and downstream markets, and the smaller undertaking in terms of market share is the same in the upstream and downstream markets;
(e) a party is to acquire sole control of an undertaking over which it already has joint control. See Notice on Simplified Procedure, point 5(e).
(a) the combined market share of all the parties to the concentration whose activities give rise to a horizontal overlap remains below 25 %; (b) the individual and combined market shares of all the parties to the concentration that are engaged in a vertical relationship meet at least one of the following conditions: i) they are lower than 35 % in the upstream and downstream markets; ii) they are lower than 50 % in one market while the individual and combined market shares of all the parties to the concentration in all the other vertically related markets are less than 10 %.
(a) the annual current turnover of the joint venture, and/or the turnover of the contributed activities is less than EUR 150 million in the EEA; and (b) the total value of asset transfers to the joint venture in the EEA planned at the time of notification is less than EUR 150 million.
(a) Sections 1, 2, 3, 4, 5, 6, 7, 13, 14, 15, and 16 must be completed in all cases; (b) Section 8 must be completed if the concentration gives rise to horizontal overlaps between the parties’ activities; (c) Sections 9 and/or 10 must be completed if the concentration gives rise to vertical relationships between the parties’ activities; (d) Section 11 must be completed in all cases, except for concentrations falling under point 5(a) or 5(c) of the Notice on Simplified Procedure; (e) Section 12 must be completed in the case of a joint venture.
(a) "Party/parties to the concentration" or ‘party/parties: both the acquiring party/parties and the acquired party/parties, or the merging parties, including all undertakings in which a controlling interest is being acquired or which is the subject of a public bid. Unless otherwise specified, the terms "notifying party/parties" and "party/parties to the concentration" include all the undertakings which belong to the same groups as those parties. (b) "Year": calendar year, unless otherwise stated. All information requested in the Short Form CO must, unless otherwise specified, relate to the year preceding that of the notification.
(a) Under Article 10(1) of the Merger Regulation and Article 5(2) and (4) of the Implementing Regulation, the time limits laid down in the Merger Regulation with regard to the notification will not start until all the information that must be supplied with the notification has been received by the Commission. This requirement ensures that the Commission is able to assess the notified concentration within the strict time limits provided by the Merger Regulation. If a notification is incomplete, the Commission will inform the notifying parties or their representatives in writing and without delay. (b) The notifying party/parties must check, when preparing their notification, that contact names, numbers and in particular email addresses, sent to the Commission are accurate, relevant and up-to-date. (c) In accordance with Article 5(4) of the Implementing Regulation, incorrect or misleading information in the notification will be considered to be incomplete information. (d) Requested contact details must be provided in the format prescribed by the Directorate-General for Competition ("DG Competition") on its website. See https://ec.europa.eu/competition-policy/mergers/practical-information_en. (e) Under Article 14(1), point (a) of the Merger Regulation, notifying parties who, either intentionally or negligently, supply incorrect or misleading information, may be liable to fines of up to 1% of the aggregate turnover of the undertaking concerned. In addition, under Article 6(3), point (a), and Article 8(6), point (a), of the Merger Regulation, the Commission may revoke its decision on the compatibility of a concentration when that decision is based on incorrect information for which one of the parties to the concentration is responsible. (f) You can write to the Commission asking it to accept the notification as complete despite the failure to provide information required by the Short Form CO, if the information is not reasonably available to you in part or in whole (for example because information on a target was unavailable during a contested bid). The Commission will consider such a request, if you give reasons why the information was unavailable, and provide your best estimates for the missing data together with the sources for those estimates. Where possible, you should indicate where the Commission could obtain the requested information that is unavailable to you. (g) Under Article 4(2) of the Implementing Regulation, the Commission may dispense with the obligation to provide any particular information in the notification where the Commission considers that compliance with those obligations or requirements is not necessary for the examination of the case. Therefore, you may, in pre-notification, submit a written request asking the Commission to waive your obligation to provide certain information that you consider unnecessary for the Commission to examine the case. Such waiver requests should be sent at the same time as the draft Short Form CO in pre-notification. Waiver requests should be made in a separate email addressed to the responsible case team. The Commission will consider waiver requests as long as they sufficiently justify why the information in question is not necessary to examine the case. In accordance with DG Competition’s "Best Practices on the conduct of EC merger control proceedings", DG Competition would normally require five working days before responding to waiver requests. For the avoidance of doubt, you should note that just because the Commission may have accepted that certain information requested by Short Form CO was not necessary to complete the notification of a concentration, does not prevent the Commission from requesting that information at any time (before or after the notification), for example through a request for information under Article 11 of the Merger Regulation.
(a) it appears that the conditions for using the Short Form CO are not met; (b) despite the conditions for using the Short Form CO being met, a full or partial notification under the Form CO is needed for an appropriate investigation of possible competition concerns or to establish that the transaction is a concentration within the meaning of Article 3 of the Merger Regulation; (c) the Short Form CO contains incorrect or misleading information; (d) 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 Short Form CO; (e) a third party expresses substantiated competition concerns within the time limit laid down by the Commission for third-party comments.
| Notification under simplified treatment: yes | Merger Regulation |
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| Value of the concentration in EUR: |
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| Undertakings concerned | Category | Controlled by | Brief description of the business activities of the undertaking concerned |
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| Undertakings concerned | Country of origin | Role | Turnover (in million EUR) | Year of turnover | |
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| World-wide | EU-wide | ||||
| Combined turnover of all undertakings concerned | |||||
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| Name of relevant Member State for the purposes of Article 1(3) point (b) and (c) of the Merger Regulation | Name of relevant undertakings concerned for the purposes of Article 1(3), point (c) of the Merger Regulation | ||
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| Turnover in the territory of EFTA States | |
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| The combined turnover of the undertakings concerned in the territory of the EFTA States equals 25% or more of their total turnover in the territory of the European Economic Area (EEA). | YES ☐ NO ☐ |
| Each of at least two of the undertakings concerned has a turnover exceeding EUR 250 million in the territory of the EFTA States. | YES ☐ NO ☐ |
| The proposed concentration could be a candidate for referral to an EFTA State because it gives rise to affected market(s), within the territory of any of the EFTA States that presents all the characteristics of a distinct market. | YES ☐ NO ☐ |
| Name of product(s) | NACE |
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[Full name of Company A] ([Short name of company A], [Country of origin of Company A], controlled by [Company X] [Full name of Company B] ([Short name of company B], [Country of origin of Company B], controlled by [Company Y] [Company A] acquires, within the meaning of Article 3(1), point (b) of the Merger Regulation sole control of (the whole/part) of [Company B] OR [Company A] enters into a full merger within the meaning of Article 3(1), point (a) of the Merger Regulation, with [Company B] OR [Company A] and [Company B] acquire, within the meaning of Article 3(1), point (b) and Article 3(4) of the Merger Regulation, joint control of [Company C].
a. for [Company A]: [Brief description of activity, e.g., diversified chemicals with primary activities in agricultural sciences, performance plastics and chemicals, and hydrocarbon and energy products and services]. b. for [Company B]: [Brief description of activity, e.g., silicone-based technology and innovation with primary activities in development and production of polymers and other materials based on silicone chemistry].
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| If the concentration fulfils the criteria in point 5(a) of the Notice on Simplified Procedure, Sections 8, 9 and 11 below do not need to be completed. |
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| If the concentration fulfils the criteria of point 5(c) of the Notice on Simplified Procedure, Sections 8, 9 and 11 below do not need to be completed. |
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☐ The notifying party acquires sole control of an undertaking over which it already has joint control.
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| Horizontal overlaps – market shares and pipeline products | ||||||||||
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| Precedents (include a reference to the relevant paragraphs) | Plausible product market considered | Plausible geographic market considered | Supplier | Year X -2 | Year X -1 | Year X | ||||
| Value | Volume | Value | Volume | Value | Volume | |||||
| Undertaking concerned 1 | % | % | % | % | % | % | ||||
| Undertaking concerned 2 | % | % | % | % | % | % | ||||
| Undertaking concerned 3 | % | % | % | % | % | % | ||||
| Competitor 1 | % | % | ||||||||
| Competitor 2 | % | % | ||||||||
| Competitor 3 | % | % | ||||||||
| Others | % | % | ||||||||
| Total | 100% | 100% | 100% | 100% | 100% | 100% | ||||
| Market size | EUR | EUR | EUR | |||||||
| Vertical relationships – market shares and pipeline products | ||||||||||
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| UPSTREAM | ||||||||||
| Precedents (include a reference to the relevant paragraphs) | Plausible product market considered | Plausible geographic market considered | Supplier | Year X -2 | Year X -1 | Year X | Pipeline products (Name) | |||
| Value | Volume | Value | Volume | Value | Volume | |||||
| Undertaking concerned 1 | % | % | % | % | % | % | ||||
| Undertaking concerned 2 | % | % | % | % | % | % | ||||
| Undertaking concerned 3 | % | % | % | % | % | % | ||||
| Competitor 1 | % | % | ||||||||
| Competitor 2 | % | % | ||||||||
| Competitor 3 | % | % | ||||||||
| Others | % | % | ||||||||
| Total | 100% | 100% | 100% | 100% | 100% | 100% | ||||
| Market size | EUR | EUR | EUR | |||||||
| DOWNSTREAM | ||||||||||
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| Precedents (include a reference to relevant paragraphs) | Plausible product market considered) | Plausible geographic market considered | Supplier | Year X -2 | Year X -1 | Year X | Pipeline products (Name) | |||
| Value | Volume | Value | Volume | Value | Volume | |||||
| Undertaking concerned 1 | % | % | % | |||||||
| Undertaking concerned 2 | % | % | % | |||||||
| Undertaking concerned 3 | % | % | % | |||||||
| Competitor 1 | % | % | ||||||||
| Competitor 2 | % | % | ||||||||
| Competitor 3 | % | % | ||||||||
| Others | % | % | ||||||||
| Total | 100% | 100% | 100% | 100% | 100% | 100% | ||||
| Size of the market | EUR | EUR | EUR | |||||||
| Vertical relationships under point 5(d)(ii)(bb) of the Notice on Simplified Procedure– market shares and pipeline products | ||||||||||||||||
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| Precedents (include a reference to relevant paragraphs) | Plausible product market considered | Plausible geographic market considered | ||||||||||||||
| Entity | Year X -2 | Year X -1 | Year X | Pipeline products (Name) | Year X -2 | Year X -1 | Year X | |||||||||
| Value | Volume | Value | Volume | Value | Volume | Value | Volume | Value | Volume | Value | Volume | |||||
| Undertaking concerned 1 | % | % | % | % | % | % | ||||||||||
| Undertaking concerned 2 | % | % | % | % | % | % | ||||||||||
| Undertaking concerned 3 | % | % | % | % | % | % | ||||||||||
| Competitor 1 | % | % | ||||||||||||||
| Competitor 2 | % | % | ||||||||||||||
| Competitor 3 | % | % | ||||||||||||||
| Others | % | % | ||||||||||||||
| Total | 100% | 100% | 100% | 100% | 100% | 100% | ||||||||||
| Market size | EUR | EUR | EUR | |||||||||||||
| DOWNSTREAM | ||||||||||
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| Precedents (include a reference to relevant paragraphs) | Plausible product market considered | Plausible geographic market considered | Supplier | Year X -2 | Year X -1 | Year X | ||||
| Value | Volume | Value | Volume | Value | Volume | |||||
| Undertaking concerned 1 | % | % | % | % | % | % | ||||
| Undertaking concerned 2 | % | % | % | % | % | % | ||||
| Undertaking concerned 3 | % | % | % | % | % | % | ||||
| Competitor 1 | % | % | ||||||||
| Competitor 2 | % | % | ||||||||
| Competitor 3 | % | % | ||||||||
| Others | % | % | ||||||||
| Total | 100% | 100% | 100% | 100% | 100% | 100% | ||||
| Size of the market | EUR | EUR | EUR | |||||||
| Any of the parties to the concentration has significant non-controlling shareholdings (i.e. above 10%) or cross-directorships in companies active in the same markets as any of the other parties or in vertically related markets (e.g. the acquiring undertaking has a non-controlling minority shareholding or common directors in an undertaking active in the same market as the target). |
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| The parties are active in closely neighbouring markets and any of the Parties individually holds a market share of 30% or more in any of these markets under any plausible market definition |
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| There will remain fewer than three competitors with market shares above 5% in any of the markets giving raise to horizontal overlaps or vertical relationships under any plausible market definition. |
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| The relevant market share thresholds are exceeded in terms of capacity under any plausible market definition |
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| The parties (or one of them) are recent entrants in the overlapping markets (i.e. entered the market in the last three years) |
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| The parties are important innovators in the overlapping markets. |
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| The parties have brought to the market an important pipeline product within the last 5 years. |
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| The concentration gives raise to pipeline-to-pipeline or pipeline-to-marketed product overlaps. |
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| In production chains with more than two levels, individual or combined market shares of the parties are 30% or higher in any of the levels of the value chain (in terms of value, volume or capacity). |
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| The annual turnover of the joint venture is expected to significantly surpass EUR 100 million in the EEA within the following 3 years. |
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| If you answered "yes" to any of the questions above, explain why you think that the case should be treated under the Simplified Procedure Notice and provide all relevant details: | |
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| Parent | Market | Turnover | Market share | |
| Joint venture | Market | Turnover | Market share | |
| Notifying party | Notifying party 2 (if applicable) |
| Name | Name |
| Address | Address |
| Phone number | Phone number |
| Website | Website |
| Target | Phone number |
| Name | |
| Address | Website |
| Authorised representative of notifying party | Authorised representative of notifying party 2 |
| Name | Name |
| Organisation | Organisation |
| Address | Address |
| Phone number | Phone number |
| Provisions establishing change in control: |
| Provisions establishing full functionality: | |
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| Describe |
☐ Yes ☐ No
☐ The notifying party or parties declare that, to the best of their knowledge and belief, the information included in this form is true, correct, and complete, that true and complete copies of relevant documents have been supplied, that all estimates are identified as such and are their best estimates of the underlying facts, and that all the opinions expressed are sincere. ☐ The notifying party or parties are aware of Article 14(1), point (a), Merger Regulation.
(a) the submitting parties give adequate reasons why the relevant information is not reasonably available and provide best estimates for the missing data, identifying the sources for those estimates. Where possible, the submitting parties must indicate where any of the requested information that is unavailable could be obtained by the Commission or the relevant Member State(s) and EFTA State(s); (b) the submitting parties give adequate reasons why the relevant information is not necessary for the examination of the Form RS.
(a) in accordance with Article 4(4) and (5) of the Merger Regulation and Article 5(2) and (4), and Article 6(2) of the Implementing Regulation, the time-limits laid down in the Merger Regulation with regard to the Form RS will not start until all the information that has to be supplied with the submission has been received by the Commission. This is to ensure that the Commission is able to assess the pre-notification referral request within the strict time-limits laid down in the Merger Regulation. (b) in accordance with Article 4(4) of the Merger Regulation, the decision whether or not to refer a case in whole or in part to a Member State or an EFTA State will normally be taken on the basis of the information contained in the Form RS, without further investigation efforts being undertaken by the Commission. In accordance with Article 4(5) of the Merger Regulation, the position of a Member State or an EFTA State regarding the referral of a case to the Commission will normally be taken on the basis of the information contained in the Form RS, without further investigation efforts being undertaken by the authorities involved; (c) the submitting parties must therefore verify, in the course of preparing their reasoned submission, that all information and arguments relied upon are sufficiently supported by independent sources; (d) in accordance with Articles 5(4) and 6(2) of the Implementing Regulation, incorrect or misleading information in the reasoned submission will be considered to be incomplete information; (e) under Article 14(1), point (a), of the Merger Regulation, parties making a reasoned submission who, either intentionally or negligently, provide incorrect or misleading information, may be liable to fines of up to 1% of the aggregate turnover of the undertaking concerned In case submitting parties provide incorrect or misleading information in the Form RS, the Commission can also take the courses of action described in Commission Notice on case referral in respect of concentrations ("Referral Notice") ( OJ C 56, 5.3.2005, p. 2 ), point 60, available at EUR-Lex - 52005XC0305(01) - EN - EUR-Lex (europa.eu).
(a) "Party/parties to the concentration" or "party/parties": These terms relate to both the acquiring party/parties and the acquired party/parties, or the merging parties, including all undertakings in which a controlling interest is being acquired or which is the subject of a public bid. Unless otherwise specified, the terms "notifying party/parties" and "party/parties to the concentration" include all the undertakings which belong to the same groups as those parties. (b) "Relevant product market": A relevant product market comprising all those products or services, or both, which are regarded as interchangeable or substitutable by the consumer, by reason of the products’ or services’ characteristics, their prices and their intended use. A relevant product market may in some cases be composed of a number of individual products or services, or both, which present largely identical physical or technical characteristics and are interchangeable. 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 this definition, and having regard to, for example, substitutability of products and services, prices, cross-price elasticity of demand or other relevant factors (such as supply-side substitutability in appropriate cases). (c) "Relevant geographic market": The relevant geographic market comprising the area in which the undertakings concerned are involved in the supply and demand of relevant products or services, in which the conditions of competition are sufficiently homogeneous and which can be distinguished from neighbouring geographic areas because, in particular, conditions of competition are appreciably different in those areas. Factors relevant to the assessment of the relevant geographic market include, inter alia, the nature and characteristics of the products or services concerned, the existence of entry barriers, consumer preferences, appreciable differences in the undertakings’ market shares between neighbouring geographic areas or substantial price differences. (d) "Horizontal overlap": A concentration gives rise to horizontal overlaps when the parties to the concentration are engaged in business activities in the same relevant product and geographic market(s) (including the development of pipeline products Pipeline products are products likely to be brought to market in the short or medium term. "Pipeline products" also covers services. Horizontal overlaps involving pipeline products include overlaps between pipeline products and overlaps between one or more marketed product(s) and one or more pipeline product(s). (e) "Non-horizontal relationship": A concentration gives rise to non-horizontal relationship when the activities of the parties to the concentration are in a relationship that is not a horizontal overlap. (f) "Vertical relationship": A concentration gives rise to vertical relationships when one or more of the parties to the concentration are engaged in business activities in a product market which is upstream or downstream from a product market in which any other party to the concentration is engaged (including the development of pipeline products). Vertical relationships involving pipeline products include relationships between pipeline products and relationships between one or more marketed product(s) and one or more pipeline product(s). (g) "Affected markets": Affected markets are all relevant product and geographic markets, as well as plausible alternative relevant product and geographic markets where the parties’ activities overlap horizontally or are vertically related and which do not meet the conditions for review under point 5 of the Notice on Simplified Procedure Commission Notice on a simplified treatment of certain concentrations under Council Regulation (EC) No 139/2004 ( OJ C 160, 5.5.2023, p. 1 ) (the "Notice on Simplified Procedure").(h) "Year" means calendar year, unless otherwise stated. All information requested in this Form RS relates, unless otherwise specified, to the year preceding that of the reasoned submission.
1.2.1. the name of the undertaking; 1.2.2. the name, address, telephone number and e-mail address of, and position held by, the appropriate contact person; the address given must be an address for service to which documents and, in particular, Commission decisions and other procedural documents may be notified, and the contact person given shall be deemed to be authorised to accept service; 1.2.3. if one or more authorised external representatives of the undertaking are appointed, to which documents and, in particular, Commission decisions and other procedural documents may be notified: 1.2.3.1. the name, address, telephone number and e-mail address of, and position held by, each representative; and 1.2.3.2. the original power of attorney document(s) (for the notifying party or parties). See power of attorney document template at https://ec.europa.eu/competition/mergers/legislation/power_of_attorney_template_en.docx.
2.1.1. identify the undertakings or persons solely or jointly controlling each of the undertakings concerned, directly or indirectly, and describe the structure of ownership and control of each of the undertakings concerned before the completion of the concentration; 2.1.2. explain whether the proposed concentration is one of the following: (a) a full merger; (b) an acquisition of sole or joint control; (c) a contract or other means of conferring direct or indirect control within the meaning of Article 3(2) of the Merger Regulation; (d) the acquisition of joint control in a full-function joint venture within the meaning of Article 3(4) of the Merger Regulation, and if so, the reasons why the joint venture is considered to be full-function See Section B IV of the Commission Consolidated Jurisdictional Notice.
2.1.3. explain how the concentration will be implemented (for example by the conclusion of an agreement, by the launch of a public bid, etc.); 2.1.4. by reference to Article 4(1) of the Merger Regulation explain whether whether at the time of notification, any of the following has occurred: (a) an agreement has been concluded; (b) a controlling interest has been acquired; (c) a public bid or the intention to launch a public bid has been announced; (d) the undertakings concerned have demonstrated a good faith intention to conclude an agreement;
2.1.5. indicate the expected date of any major events designed to bring about the completion of the concentration; 2.1.6. explain the structure of ownership and control of each of the undertakings concerned after the completion of the concentration.
2.4.1. worldwide turnover; 2.4.2. –EU-wide turnover; 2.4.3. EEA-wide turnover ( EU and EFTA); 2.4.4. turnover in each Member State (indicate the Member State, if any, in which more than two-thirds of EU-wide turnover is achieved); 2.4.5. EFTA-wide turnover; 2.4.6. turnover in each EFTA State (indicate the EFTA State, if any, in which more than two-thirds of EFTA-wide turnover is achieved; also indicate whether the combined turnover of the undertakings concerned in the territory of the EFTA States equals 25 % or more of their total turnover in the EEA territory).
| Product market definition | Geographic market definition | |
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| Product market definition | Geographic market definition | Product market definition | Geographic market definition | ||
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4.1. for each of the parties to the concentration, the nature of the undertaking’s business, the main subsidiaries active, brands, product names, and trademarks, , used in each of those markets; 4.2. an estimate of the total size of the market in terms of sales value (in euro) and volume (units) The value and volume of a market must reflect output less exports plus imports for the geographic areas under consideration. 4.3. for each of the parties to the concentration, the sales in value and volume, as well as an estimate of the market shares; 4.4. an estimate of the market share in value (and where appropriate volume) of the three largest competitors (indicating the basis for the estimates); 4.5. if the concentration is a joint venture, indicate whether 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 For market definitions refer to Section 3.
5.1.1. identify the Member State(s) and EFTA State(s) which should in your view examine the concentration in accordance with Article 4(4) of the Merger Regulation indicating whether or not you have made informal contact with this Member State(s) and EFTA State(s); 5.1.2. specify whether you are requesting referral of the whole or part of the case. If you are requesting referral of part of the case, specify clearly the part or parts of the case for which you request the referral. If you are requesting referral of the whole of the case, you must confirm that there are no affected markets outside the territory of the Member State(s) and EFTA State(s) to which you request the referral to be made; 5.1.3. if the proposed concentration does not give rise to affected markets within the meaning of this Form RS, please explain For guiding principles of case referrals, see Referral Notice, point 17 and fn. 21. (a) in which market(s) the concentration could significantly affect competition within a Member State and how; (b) why each of the markets identified in response to the question set out in point (a) presents all the characteristics of a distinct market.
5.1.4. In the event a Member State and/or EFTA State becomes competent to review the whole or part of the case following a referral pursuant to Article 4(4) of the Merger Regulation, do you consent to the information contained in this Form RS being relied upon by the Member State(s) and/or EFTA State(s) in question for the purpose of its/their national proceedings regarding (part of) this case? Please reply only with a "Yes" or a "No".
5.2.1. for each Member State and EFTA State, specify whether the concentration is capable of being reviewed under its national competition law. This information must be provided by completing the Commission’s template table available on DG Competition’s website. For each Member State and EFTA State, you must indicate "Yes" (if the concentration is capable of being reviewed under national competition law) or "No" (if it is not); 5.2.2. for each Member State and EFTA State where you completed "Yes" in the table referred to in point 5.2.1, provide sufficient financial or other data to show that the concentration meets the relevant jurisdictional criteria under the applicable national law; 5.2.3. explain why the case should be examined by the Commission if For guiding principles of case referrals, see Referral Notice, point 28. (a) the proposed concentration gives rise to affected markets (within the meaning of this Form RS) that are national in scope in less than three Member States; (b) the proposed concentration does not give rise to affected markets (within the meaning of this Form RS).
(a) supply, production, distribution, service, research and development or other contracts; (b) shared tangible or intangible assets; (c) shared or seconded personnel; (d) shared IT systems or other systems; (e) shared customers.