THE HIGH AUTHORITY,

Having regard to Articles 47, 66 and 80 of the Treaty;

Having regard to Decision No 25-54 of 6 May 1954 on rules for the application of Article 66 (3) of the Treaty, relating to exemption from prior authorisation (Official Journal of the European Coal and Steel Community, 11 May 1954, pp 346 et seq.), as supplemented by Decision No 28-54 of 26 May 1954 (Official Journal of the European Coal and Steel Community, 31 May 1954, p. 381);

Whereas under Article 66 (1), and subject to Article 66 (3), any transaction which would in itself have the direct or indirect effect of bringing about a concentration between undertakings at least one of which falls within the scope of application of Article 80, requires the prior authorisation of the High Authority; whereas the High Authority grants the authorisation referred to in paragraph (1) if it finds that the proposed transaction will not give to the persons or undertakings concerned the power to influence competition within the common market, within the meaning of Article 66 (2);

Whereas by Decision No 25-54, and with the concurring Opinion of the Council, the High Authority in accordance with Article 66 (3) exempted from the requirement of prior authorisation certain classes of transactions which would bring about concentration of undertakings and which, in view of the size of the assets or of the undertakings to which they relate, taken in conjunction with the kind of concentration which they effect, and having regard to the totality of the undertakings grouped under the same control, must be deemed to meet the requirements of Article 66 (2);

Whereas experience has shown that Decision No 25-54 should be adapted to take account of the changes which have occurred since that time in the volume of production, in economic structure, in market and competitive conditions; whereas this applies particularly to quantitative limits and to the ties which exist between Community undertakings and undertakings in other sectors and trading undertakings;

Whereas in concentrations between undertakings engaged in the production of coal and steel, the size of the industrial entity being formed depends on the volume of production of the different types of products; whereas this volume should be limited both in absolute figures and in relation to production within the Community as shown in the official statistics;

Whereas in the case of concentration between undertakings engaged in production and undertakings which are not within the scope of the Treaty, account must be taken of the privileged position which concentration can secure for Community undertakings by ensuring disposal of their products; whereas the relevant consumption of coal and steel in this respect is either the total consumption of the undertakings concerned or that of the different undertakings which are not within the scope of the Treaty but are involved in the concentration;

Whereas any concentration of undertakings in the wholesale trade which is subject to Article 66 should, in accordance with Article 80, be assessed on the basis of the volume of their sales of coal and turnover of steel, the ties which exist between a wholesale undertaking and an undertaking engaged in production not forming an obstacle to exemption for purposes of concentration with another wholesaler; whereas with regard to steel, repeated concentrations and concentrations which relate to several distribution undertakings at the same time should be limited;

Whereas special limits must be fixed for sales of scrap;

Whereas concentrations between producer undertakings and retailers and between distribution undertakings and undertakings which are not within the scope of the Treaty, may, in general, be exempted from the requirement of prior authorisation;

Whereas, as regards concentrations effected by establishing control over groups, it is impossible to define general criteria for exemption; whereas concentrations of this type should accordingly be excluded from the field of application of this Decision, whether involving joint formation of new undertakings or control over groups of existing undertakings;

Whereas the High Authority should be informed of any concentration effected within the common market for coal and steel, even if exempt from prior authorisation by virtue of this Decision; whereas the undertakings or the persons who obtained control should accordingly be required to declare any such concentration the size of which is not substantially below the limits fixed for exemption;

With the concurring Opinion of the Council of Ministers;

DECIDES:

1. The annual output of products specified below, achieved by all the undertakings involved in the concentration, does not exceed the following tonnages:

2. The annual output of undertakings involved in the concentration shall not exceed, for any of the types of steel products listed in the Annex to this Decision, 30% of the overall output of products of this type within the Community. The overall output within the Community shall be determined according to the production statistics published by the Statistical Office of the European Communities.

(a) undertakings engaged in coal production; and

(b) undertakings not falling within the scope of Article 80,

(a) undertakings engaged in steel production; and

(b) undertakings not falling within the scope of Article 80, if:

(a) either the total volume of business dealt with annually by distribution undertakings involved in the concentration does not exceed 5 000 000 tonnes of coal; or

(b) the increase in the annual volume of business brought about by the concentration does not exceed 200 000 tonnes of coal. However, transactions of this type which are repeated or involve several distribution undertakings at the same time shall be exempted from the requirement of authorization only if the consequent total increase in the volume of business does not exceed 600 000 tonnes.

(a) either the total annual turnover of steel — not including scrap — achieved by the distribution undertakings involved in the concentration does not exceed ECU 500 million; or

(b) the annual turnover of steel — not including scrap — achieved by the distribution undertaking which represents one of the parties to a concentration involving only two parties does not exceed ECU 100 million. However, transactions of this type which are repeated shall be exempted from the requirement of prior authorization only if the consequent total increase in turnover does not exceed ECU 200 million in any three-year period.

(a) either the total annual volume of business of the distribution undertakings involved in the concentration does not exceed 1 500 000tonnes of scrap; or

(b) the annual volume of business of the distribution undertaking which represents one of the parties to a concentration involving only two parties does not exceed 500 000 tonnes of scrap. However, transactions of this type which are repeated shall be exempted from the requirement of prior authorization only if the consequent total increase in the volume of business does not exceed 1 000 000 tonnes of scrap in any three-year period.

— between undertakings engaged in production as defined in Article 80, and undertakings which sell coal or steel exclusively to domestic consumers or to small craft industries;

— between distribution undertakings and undertakings not coming within Article 80.

(a) on the one hand, a number of undertakings of which at least one falls within the scope of Article 80 and which are not concentrated among themselves but which, in fact or in law, exercise joint control (group control) over the undertaking or undertakings at (b); and

(b) on the other hand, one or more undertakings which produce, distribute or process coal or steel as a raw material.

— a description of the transaction leading to concentration;

— the description of the undertakings which will be directly or indirectly concentrated;

— an estimate of production, sales or consumption of coal or steel of the concentrated undertakings.