|EUROPEAN COMMISSION |

Brussels, 26/06/2013

C(2013) 4156

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying parties: | |

| |

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

Subject: Case No COMP/M.6692 - CIRCULO/ TELEFONICA/ JV Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004 [1]

1. On 22.05.2013, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the undertakings Telefónica Móviles España S.A.U. ("TME", Spain), controlled by Telefónica S.A. (“TELEFÓNICA”, Spain), and Círculo de Lectores S.A. (CÍRCULO, Spain), controlled by Bertelsmann SE & Co. KGaA ("BERTELSMANN", Germany) and Planeta Corporation S.R.L. ("PLANETA", Spain), acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control over Yadicán Plus S.L.U (“YADICÁN”, Spain) by way of purchase of shares. YADICÁN is currently wholly-owned by CÍRCULO.

The business activities of the undertakings concerned are:

- TME is active in the provision of IT services;

- TELEFÓNICA is an integrated operator in the telecommunication sector that provides communication, information and entertainment solutions in Europe and Latin America;

- CÍRCULO is a 50/50 full function joint venture between Bertelsmann and Planeta whose main business activity is the operation of a Spanish language book club which sells books and e-books, and, to a lesser extent, other multimedia products (such as CDs, games and DVDs) to its members;

- BERTELSMANN is an international media company active in TV, book publishing, magazine publishing, music rights management, and media services in more than 50 countries;

- PLANETA is active in the media, publishing and Internet sectors;

- YADICÁN is active in the commercialisation of Spanish language e-books via the Internet in Spain [2] .

2. 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] .

3. 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 the Official Journal of the European Union No C 151, 30.05.2013, p. 21.

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