25.6.2009   

EN

Official Journal of the European Union

C 145/1

Council of the European Union

General Secretariat

Rue de la Loi 175

1048 Bruxelles/Brussels

BELGIQUE/BELGIË

25.6.2009   

EN

Official Journal of the European Union

C 145/2

25.6.2009   

EN

Official Journal of the European Union

C 145/4

25.6.2009   

EN

Official Journal of the European Union

C 145/6

25.6.2009   

EN

Official Journal of the European Union

C 145/8

—

in the merger section of the Competition website of the Commission (http://ec.europa.eu/competition/mergers/cases/). This website provides various facilities to help locate individual merger decisions, including company, case number, date and sectoral indexes,

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/en/index.htm) under document number 32009M5410. EUR-Lex is the on-line access to the European law.

25.6.2009   

EN

Official Journal of the European Union

C 145/9

25.6.2009   

EN

Official Journal of the European Union

C 145/10

1.

The Advisory Committee agrees with the Commission that the notified operation constitutes a concentration within the meaning of the Merger Regulation (EEC) No 139/2004.

2.

The Advisory Committee agrees with the Commission that the Commission's jurisdiction has been established by means of Article 22 decisions addressed to Spain, France, and Portugal on 13 December 2007.

3.

The Advisory Committee agrees with the Commission that for the purpose of assessing the present operation, the relevant product markets are:

4.

The Advisory Committee agrees with the Commission that for the purpose of assessing the present operation, the relevant geographic markets:

5.

The Advisory Committee agrees with the Commission that the proposed concentration is likely to result in a significant impediment to effective competition in the common market or a substantial part of it for the following markets:

6.

The Advisory Committee agrees with the Commission that the proposed concentration does not significantly impede effective competition in the common market or in a substantial part of it for the following markets:

7.

The Advisory Committee agrees with the Commission that, subject to full compliance with the commitments offered by the parties, and considered all commitments together, the proposed transaction does not significantly impede effective competition in the common market or a substantial part of it, in particular as a result of the creation or strengthening of a dominant position, within the meaning of Article 2(2), 8(2) and 10(2) of the Merger Regulation and that the proposed concentration is therefore to be declared compatible with the Common Market and with the EEA Agreement.

8.

The Advisory Committee recommends the publication of its Opinion in the Official Journal of the European Union.

25.6.2009   

EN

Official Journal of the European Union

C 145/11

25.6.2009   

EN

Official Journal of the European Union

C 145/12

1.

ABF is an international food, ingredients and retail group with activities in Europe, North America, Australia and New Zealand. ABF's activities include the production and sale of yeast and are managed through the AB Mauri division, which has production plants worldwide including five plants in the EU (UK, Ireland, Germany, Spain and Portugal). ABF also owns two bakery ingredients plants in the UK (Cereform).

2.

GBI Business′ core activity is the production and sale of different types of yeast, including fresh yeast (in liquid and compressed forms) and dry yeast for artisan, industrial and home bakers. (1) The GBI Business does not have any production plants in Spain, Portugal or France, and the total amount of yeast it commercializes in that region comes from GBI Business′ Italian plant (Casteggio) or from a plant in Germany operated by the JV Uniferm GmbH & Co KG (‘Uniferm’), in which it holds a 50 % stake. The GBI Business is being sold by the Dutch private equity house Gilde Buy-Out Partners (‘Gilde’) who ultimately controls it.

3.

According to the share purchase agreement signed by ABF and Gilde on 2 October 2007, the notified operation consists of the proposed acquisition by ABF of GBI Holding's yeast operations in Belgium, The Netherlands, France, Spain, Portugal, Germany and Italy, as well as a 50 % share in Uniferm and 10 % of the capital of Somadir SA (Morocco). ABF will also acquire some assets from GBI Ingredients and from DSM Bakery, including employees, customer contracts and intellectual property rights in the Netherlands, as well as part of GBI Holding's export business operated by the Bakery Export Group. As a result of the agreement, ABF will acquire sole control over the GBI Business (2) and it therefore constitutes a concentration within the meaning of Article 3 ECMR.

4.

The concentration does not have a Community dimension within the meaning of Article 1 of the ECMR, according to the information provided by the competent authorities and ABF. However, on 13 December 2007 the Commission decided, pursuant to Article 22(3) of the ECMR, to examine the concentration following the requests of the competition authorities of Spain, France and Portugal. The competent authorities of the Member States and the undertakings concerned were subsequently informed of these decisions. The Commission's jurisdiction therefore has been established by means of these Article 22 decisions.

5.

Yeast, an essential ingredient in the production of bread and other bakery products, is produced in the form of three basic products:

6.

Liquid yeast is a form of fresh yeast and is essentially the raw product from the manufacturing process. It generally has yeast solids of approximately 20-25 %. It has a shelf life of around three weeks if refrigerated.

7.

Compressed yeast usually has a dry matter content of approximately 30 %-35 %. It is produced by filtering the liquid yeast and extruded into blocks, wrapped in wax paper and refrigerated until distribution. These blocks are distributed in cartons by refrigerated trucks. Customers need a cool room in which the compressed yeast is stored. Compressed yeast has a shelf life of maximum 45 days.

8.

Dry yeast is characterised by a dry matter percentage above 95 %. It is produced by drying the compressed yeast and has a shelf life of approximately two years. Producers in less developed countries are more likely to use dry yeast given the need of refrigerated transport and storage as well as less developed distribution system required for fresh yeast, and, correspondingly, only relatively little dry yeast is sold within the EU.

9.

From a demand side perspective, dry yeast on the one hand and liquid and compressed yeast (together referred to as fresh yeast) on the other hand are not substitutable. European bakers do typically not use dry yeast but rely on fresh yeast. Within fresh yeast, liquid yeast and compressed yeast are not substitutable either, because the use of liquid yeast (normally distributed in bulk tanks) is only an alternative for industrial bakers who can make the necessary investments in the equipment necessary to receive liquid yeast. Once this strategic choice has been made a switch back to compressed yeast is highly unlikely.

10.

Whilst it is true that there is degree of supply-side substitutability as the production process of the yeast forms is interlinked, switching production processes also has certain constraints. In the market investigation it was confirmed that a switch from the production of fresh yeast to the production of dry yeast will entail significant additional costs for the drying equipment. A change from liquid yeast to compressed yeast would require special filtration machines, packaging equipment, and cold storage facilities. Another important consideration suppliers must be aware of is the different shipping radius for compressed and liquid yeast. Even if switching at the production level is possible, producers supplying compressed yeast into a region from a further distance would find it difficult if not impossible to supply liquid yeast into the region.

11.

In the market investigation it was confirmed that the markets for the production and supply of compressed yeast are national in scope. Market shares and positions of suppliers vary considerably in France, Portugal and Spain. Moreover, there are significant differences between the structure of demand and distribution systems (the latter is particularly evident between France on the one hand and Portugal and Spain on the other hand). It is necessary for the suppliers of compressed yeast to have a local sales force and a local distribution network. Brands vary from country to country. Finally, an in-depth analysis of price levels and price movements has shown significant differences between the three countries. The fact that compressed yeast can be transported over distances which cross national borders does not contradict these findings.

12.

Due to the limited shipping distances, the market for liquid yeast seems to be national in scope, whereas the market for dry yeast seems to be at least EEA-wide. However, for the purpose of the decision it is not necessary to draw a final conclusion.

13.

The notifying party ABF is a worldwide baker's yeast producer. It namely has plants in Spain (Córdoba) and Portugal (Setúbal). It has been present in the Spanish and Portuguese markets for several decades, whilst it entered the French market relatively more recently. The target GBI currently operates plants in Italy (Casteggio) and Germany through a joint venture Uniferm. It has been present in Portugal for more than 80 years and entered the Spanish market in 1992. The third main player in the yeast markets is Lesaffre, which is also active on a world-wide scale. It has one plant in Spain (Valladolid) and others in France, Belgium and Italy.

14.

Fringe players in this region are Lallemand, which supplies only small quantities of compressed yeast into South Western Europe, Puratos, a Belgian company, Zeus, based in Italy with small supplies of compressed yeast to France and Spain, and Gebrüder Asmussen in Northern Germany with small supplies of compressed yeast to Spain. There are no other yeast producers which can be considered to be potential entrants on the markets for compressed yeast in Spain and Portugal.

15.

The target GBI which held a strong world-wide position on the yeast markets was acquired by the Dutch private equity firm Gilde in 2005. Gilde intended to sell GBI at the earliest opportunity and its internal documents suggest it avoided fierce price competition in Europe.

16.

The French, the Portuguese, and the Spanish markets for compressed yeast share certain common characteristics. The markets are relatively mature and demand is expected to be rather stable in the coming years. As to the supply side, the market structure is characterized by an increasing degree of concentration. In France, the merged entity would hold about [30-40] % with a market share for Lesaffre of [60-70] %; in Portugal the merged entity would hold a market share of more than [70-80] % (Lesaffre: [20-30] %), and in Spain the merged entity would hold a market share of [40-50] % (Lesaffre: [40-50] %). Distributors play an important role in all the affected markets. However, there is a striking difference of the French markets compared to the Portuguese and Spanish markets: In France, most of the distributors are organized in one of the three large purchasing groups which cover a vest majority of the market whereas in Portugal and Spain such large purchasing groups do not exist. It further should be noted that National Competition Authorities have adopted cartel decision relating to the fresh yeast markets in the past, in particular the French authority found in 1989 that Lesaffre and Gist-Brocades (former GBI) had engaged in a cartel.

17.

The Portuguese and the Spanish market for compressed yeast share some structural conditions which facilitate tacit coordination. In all three affected markets the number of players is relatively small and players frequently interact as they supply on a regular basis to direct customers and distributors. The elasticity of demand for compressed yeast is rather low, meaning that coordination is profitable whereas barriers to entry are high and the creation of new production facilities is highly unlikely. From an in-depth analysis of the capacities available, it follows that at least for the Portuguese and Spanish markets the competitors′ spare capacities are so limited that they would not exercise a competitive constraint on the main players after the merger. Other factors like the high degree of product homogeneity, market transparency at least in Portugal and Spain and the fact that the market is not innovation-driven also facilitate tacit coordination.

18.

Both in the Spanish and the Portuguese market, the market investigation has revealed that prices act as the relevant economic variable for the market participants to focus their coordinated behaviour on. Exclusive supply arrangements with the distributors help to sustain a high price level and to align price developments. The distribution network makes it also easy to monitor deviations from the terms of coordination. The threat to return to competitive pricing is a sufficient deterrent mechanism. The need to have a local distribution system with local sales persons and recognised brands as well as the need to have reputation for supply security leads to high barriers to entry and/or expansion. The buying power of distributors and artisan bakers is relatively low and does not countervail the market position of the suppliers of compressed yeast in Spain and Portugal after the transaction.

19.

The merger would be highly likely to significantly increase the degree of tacit coordination both in Spain and Portugal. First of all, it would further reduce number of players and increase market transparency and facilitate the ability to detect deviant conduct and to retaliate effectively. Furthermore, with GBI, a player is eliminated which is in some way different from ABF and Lesaffre, because it has a large scale production plant outside the Iberian Peninsula and it has no direct industrial clients. Finally, the transaction would also increase the number of contacts between ABF and Lesaffre on markets besides the markets for compressed yeast.

20.

The decision therefore concludes that the proposed transaction raises serious doubts in the compressed yeast markets in Spain and Portugal.

21.

Although the French market for compressed yeast shares some characteristics with the Spanish and the Portuguese markets, it nevertheless shows clear differences. The market leader is by far Lesaffre, followed by ABF and GBI. Industrial bakers and large distribution groups play a major role in the French market and enjoy a greater degree of buying power. The large distribution groups have also facilitated the entry of new brands in the low price segment. The more complex distribution system in France decreases transparency in comparison with Spain and Portugal and makes a retaliation system more difficult. The transaction would not change the balance of powers in France. After the merger, Lesaffre would continue to be the market leader and be able to compete on the full range of brands. For those reasons, the decision concludes that the proposed transaction does not raise competition concerns in the French compressed yeast market.

22.

In Portugal, ABF is the market leader on the market for liquid yeast. GBI's role is only marginal, given that it has only succeeded in supplying 1.5 l Tetrapaks with liquid yeast. It can be excluded that the transaction will further strengthen GBI's position on the market for liquid yeast in Portugal. In Spain and France, the parties′ activities in the production and supply of liquid yeast overlap only marginally. Concerning the dry yeast market, which is at least EEA wide, neither non-coordinated nor coordinated effects can be expected as a result of the transaction, due to the presence of a sufficient number of alternative suppliers. The decision therefore concludes that the proposed transaction does not raise competition concerns in the markets for liquid and dry yeast.

23.

Already in phase I the notifying party submitted commitments to render the transaction compatible with the common market. It proposed to divest GBI's current activities in relation to the sale and distribution of yeast products in Spain and Portugal were divested. The remedy proposal did not include a production plant, but a supply toll-manufacturing agreement. The first phased market test concluded that a divestment of the distribution alone would not be viable without production capacities. In phase II, the parties submitted new commitments which included a link to a production capacity in order to render the concentration compatible with the common market.

24.

ABF essentially committed to either (1) sell the current GBI distribution businesses in Spain and Portugal to a suitable purchaser who will have acquired a yeast production plant in Felixstowe (UK) for supplying GBI businesses in Spain and Portugal or, (2) as an alternative remedy, to sell the distribution businesses in Spain and Portugal together with GBI's production facility in Setúbal (3). The Felixstowe plant is, at the time of the decision, being divested as a result of the authorization by the Commission of the acquisition by Lesaffre of GBI UK (4).

25.

The divestiture of GBI's Spanish and Portuguese subsidiaries to a suitable purchaser with sufficient own production capacities guaranteed by ownership of either Felixstowe or Setubal will entirely eliminate the overlap brought about by the present transaction with respect to the Spanish and Portuguese compressed yeast market and guarantee an independent supply of yeast. The market test of the remedy package offered in phase II was generally positive as it combines distribution and production. The decision therefore concludes that the submitted commitments eliminate the serious doubts indentified on the compressed yeast markets in Portugal and Spain.

26.

The notified operation, as modified by the commitments, should be declared compatible with the common market and with the EEA Agreement, subject to compliance with the Commitments which are annexed to the Decision.

25.6.2009   

EN

Official Journal of the European Union

C 145/16

Date of adoption of the decision

:

17 December 2008

Case number

:

63616

EFTA State

:

Iceland

Title (and/or name of the beneficiary)

:

Participation of the Icelandic State in the capital increase in E-Farice ehf. related to the Danice project

Type of measure

:

Share capital increase

Budget

:

ISK 183,5 million (approximately EUR 1,06 million)

Economic sectors

:

Telecommunications

Name and address of the granting authority

:

25.6.2009   

EN

Official Journal of the European Union

C 145/17

Date of adoption of the decision

:

17 December 2008

Case number

:

65614

EFTA State

:

Norway

Region

:

Norway

Title (and/or name of the beneficiary)

:

Amendments to the aid scheme for research and development concerning gas technologies with improved environmental performance (Gassnova)

Legal basis

:

Article 61(1) and 61(3)(c)

Objective

:

Promotion of research and development concerning fossil fuels technologies with improved environmental performance

Form of aid

:

Grant

Budget

:

Approximately NOK 80 000 000 annually, or approximately EUR 8 900 000 annually

Duration

:

Until 30 November 2015

Economic sectors

:

Fossil fuels technologies

Name and address of the granting authority

:

25.6.2009   

EN

Official Journal of the European Union

C 145/18

Samsung Main Bldg, 250, 2-ga

Taepyeong-ro

Jung-gu

Seoul

Samsung Electronics Corporation

Samsung Main Bldg, 250, 2-ga

Taepyeong-ro

Jung-gu

Seoul

Samsung Electronics Co., Ltd

443-742, 416 Meatan-3 Dong

Yeongtong-Gu

Suwon

Kyonggi-Do

SOUTH KOREA

Samsung Electronics Co., Ltd

443-742, 416 Meatan-3 Dong

Yeongtong-Gu

Suwon

Kyonggi-Do

SOUTH KOREA

25.6.2009   

EN

Official Journal of the European Union

C 145/20

1.

On 15 June 2009, the Commission received a notification of a proposed concentration pursuant to Article 4 and following a referral pursuant to Article 4(5) of Council Regulation (EC) No 139/2004 (1) by which the undertaking GlaxoSmithKline plc (‘GSK’, UK) acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the undertaking Stiefel Laboratories Inc. (‘Stiefel Laboratories’, USA) by way of a corporate merger of a subsidiary of GSK and Stiefel Laboratories.

2.

The business activities of the undertakings concerned are:

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of Regulation (EC) No 139/2004. However, the final decision on this point is reserved.

4.

The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (+32 2 2964301 or 2967244) or by post, under reference number COMP/M.5530 — GlaxoSmithKline/Stiefel Laboratories, to the following address:

25.6.2009   

EN

Official Journal of the European Union

C 145/21

1.

Common Position 2002/402/CFSP (1) calls upon the Community to freeze the funds and economic resources of Usama bin Laden, members of the Al-Qaida organisation and the Taliban and other individuals, groups, undertakings and entities associated with them, as referred to in the list drawn up pursuant to UNSCR 1267 (1999) and 1333 (2000) to be updated regularly by the UN Committee established pursuant to UNSCR 1267 (1999).

The list drawn up by this UN Committee comprises:

Acts or activities indicating that an individual, group, undertaking, or entity is ‘associated with’ Al-Qaida, Usama bin Laden or the Taliban include:

2.

The UN Committee decided on 17 October 2001 to add Mr Shafiq Ben Mohamed Ben Mohamed Al-Ayadi to the relevant list.

The natural person concerned may submit at any time a request to the UN Committee, together with any supporting documentation, for the decision to include him in the UN list referred to above, to be reconsidered. Such request should be sent to the following address:

See for more information at: http://www.un.org/sc/committees/1267/delisting.shtml

3.

Further to this decision the Council has included Mr Shafiq Ben Mohamed Ben Mohamed Al-Ayadi in Annex I to Council Regulation (EC) No 881/2002 imposing certain specific restrictive measures directed against certain persons and entities associated with Usama bin Laden, the Al-Qaida network and the Taliban (2). The entry was last amended by means of Commission Regulation (EC) No 1210/2006 (3).

The following measures of Regulation (EC) No 881/2002 apply to the natural and legal persons, groups and entities concerned:

4.

Following the judgement of the Court of Justice of 3 September 2008 in Joined Cases C-402/05 P and C-415/05 P, Yassin Abdullah Kadi and Al Barakaat International Foundation v. Council, the UN Committee has provided grounds for listing of Mr Shafiq Ben Mohamed Ben Mohamed Al-Ayadi.

He may make a request for the grounds for his listing to the Commission. This request should be sent to:

After having given him an opportunity to express his views on the grounds for listing, the Commission will review his inclusion in Annex I to Council Regulation (EC) No 881/2002 and a new decision concerning him will be made.

5.

Personal data provided by Mr Shafiq Ben Mohamed Ben Mohamed Al-Ayadi will be handled in accordance with the rules of Regulation (EC) No 45/2001 on the protection of individuals with regard to the processing of personal data by the Community institutions and bodies and on the free movement of such data (5). Any request, e.g. for further information or in order to exercise the rights under Regulation (EC) No 45/2001 (e.g. access or rectification of personal data), should be sent to the Commission at the address mentioned under point 4 above.

6.

For good order, the attention of the natural persons listed in Annex I is drawn to the possibility of making an application to the competent authorities of the relevant Member State(s), as listed in Annex II to Regulation (EC) No 881/2002, in order to obtain an authorisation to use frozen funds, other financial assets and economic resources for essential needs or specific payments in accordance with Article 2a of that Regulation.