|EUROPEAN COMMISSION |

Brussels, 21.06.2012

PUBLIC VERSION C(2012) 4358

SIMPLIFIED MERGER PROCEDURE

To the notifying parties: | |

| |

Dear Madam(s) and/or Sir(s),

Subject: Case No COMP/M.6469 - TOGNUM/ TMH/ JV Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004 [1]

1. On 21/05/2012, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which JSC Transmashholding ("TMH", Russian Federation), ultimately controlled by Alstom Holdings ("Alstom", France) and Russian Railways ("RZD", Russia), and Tognum AG ("Tognum", Germany) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control over a newly created full-function joint venture (the "JV", Russian Federation) by way of purchase of shares

2. The business activities of the undertakings concerned are:

- for TMH: development, manufacturing and sale of electric locomotives, diesel locomotives, passenger cars, metro cars and diesel engines for industrial, marine and railway applications, in Russia and designated export markets;

- for Tognum: development, design, manufacture, supply and service of diesel and gas engines, generator sets for off-highway applications (such as industrial applications, power generation and marine applications) and complete propulsion systems for various applications;

- for the JV: will develop, manufacture and sell diesel engines in the Russian markets and designated export markets. [2]

3. After examination of the notification, the European Commission has concluded that the notified operation falls within the scope of the Merger Regulation and of paragraph 5(a) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 [3] .

4. For the reasons set out in the Notice on a simplified procedure, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation.

For the Commission (Signed) Alexander ITALIANER Director General

[1]OJ L 24, 29.1.2004, p. 1 ("the Merger Regulation"). With effect from 1 December 2009, the Treaty on the Functioning of the European Union ("TFEU") has introduced certain changes, such as the replacement of "Community" by "Union" and "common market" by "internal market". The terminology of the TFEU will be used throughout this decision.

[2] Publication in OJ C 154, 31.5.2012, p. 25.

[3] OJ C 56, 5.3.2005, p. 32.