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)
CHAPTER I
SCOPE
Article 1
CHAPTER II
NOTIFICATIONS AND OTHER SUBMISSIONS
Article 2
Persons entitled to submit notifications
Article 3
Submission of notifications
Article 4
Information and documents to be provided
Article 5
Effective date of notification
Article 6
Specific provisions relating to reasoned submissions, supplements and certifications
CHAPTER III
TIME-LIMITS
Article 7
Beginning of time periods
Article 8
Expiry of time periods
Article 9
Suspension of time limit
Article 10
Compliance with time limits
CHAPTER IV
EXERCISE OF THE RIGHT TO BE HEARD AND HEARINGS
Article 11
Parties to be heard
Article 12
Decisions on the suspension of concentrations
Article 13
Decisions on the substance of the case
Article 14
Oral hearings
Article 15
Conduct of oral hearings
Article 16
Hearing of third persons
CHAPTER V
ACCESS TO THE FILE AND TREATMENT OF CONFIDENTIAL INFORMATION
Article 17
Access to the file and use of documents
Article 18
Treatment of confidential information
CHAPTER VI
COMMITMENTS OFFERED BY THE UNDERTAKINGS CONCERNED
Article 19
Time limits for submission of commitments
Article 20
Procedure for the submission of commitments
Article 21
Trustees
CHAPTER VII
MISCELLANEOUS PROVISIONS
Article 22
Transmission and signature of documents
Article 23
Setting of time limits
Article 24
Working days
Article 25
Repeal and transitional provisions
Article 26
Entry into force
ANNEX I
FORM RELATING TO THE NOTIFICATION OF A CONCENTRATION PURSUANT TO COUNCIL REGULATION (EC) No 139/2004
(FORM CO)
INTRODUCTION
A.
The purpose of the Form CO
B.
Pre-notification contacts and waiver requests
1.
Types of information requested by the Form CO
2.
Information that is not reasonably available
3.
Information that is not necessary for the Commission’s examination of the case
4.
Pre-notification contacts and waiver requests
C.
The requirement for a correct and complete notification
D.
How to notify
E.
Confidentiality and Personal Data
F.
Definitions and instructions for the purposes of this Form CO
G.
Description of quantitative economic data collected by the undertakings concerned
H.
International cooperation between the Commission and other competition authorities
SECTION 1
DESCRIPTION OF THE CONCENTRATION
Example (please delete for notification)
SECTION 2
INFORMATION ABOUT THE PARTIES
SECTION 3
DETAILS OF THE CONCENTRATION, OWNERSHIP AND CONTROL
(15)
SECTION 4
TURNOVER
SECTION 5
SUPPORTING DOCUMENTATION AND DATA
SECTION 6
MARKET DEFINITIONS
Summary of Affected Markets Horizontal Overlaps |
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Product market definition |
Geographic market definition |
Combined market share [Identify year] [Identify metric] |
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Summary of Affected Markets Vertical Relationships |
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Upstream market |
Downstream market |
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Product market definition |
Geographic market definition |
Combined market share [Identify year][Identify metric] |
Product market definition |
Geographic market definition |
Combined market share [Identify year][Identify metric] |
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SECTION 7
INFORMATION ON MARKETS FALLING UNDER POINT 8 OF THE NOTICE ON SIMPLIFIED PROCEDURE
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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 |
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Value |
Volume |
Value |
Volume |
Value |
Volume |
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Undertaking concerned 1 |
% |
% |
% |
% |
% |
% |
Undertaking concerned 2 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 3 |
% |
% |
% |
% |
% |
% |
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Combined |
% |
% |
% |
% |
% |
% |
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Competitor 1 |
Do not complete. |
% |
% |
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Competitor 2 |
% |
% |
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Competitor 3 |
% |
% |
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Others |
% |
% |
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Total |
100% |
100% |
100% |
100% |
100% |
100% |
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Market size |
EUR |
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EUR |
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EUR |
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Describe the activities of the parties in this market: |
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Provide further details here (in particular if there are no precedents, you should provide the parties’ views on product/geographic market definition): |
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Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain. |
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Provide the contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format. |
Vertical relationships – Market shares |
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UPSTREAM |
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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 |
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Value |
Volume |
Value |
Volume |
Value |
Volume |
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Undertaking concerned 1 |
% |
% |
% |
% |
% |
% |
Undertaking concerned 2 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 3 |
% |
% |
% |
% |
% |
% |
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Combined |
% |
% |
% |
% |
% |
% |
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Competitor 1 |
Do not complete. |
% |
% |
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Competitor 2 |
% |
% |
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Competitor 3 |
% |
% |
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Others |
% |
% |
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Total |
100% |
100% |
100% |
100% |
100% |
100% |
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Market size |
EUR |
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EUR |
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EUR |
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Describe the activities of the parties in this market: |
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Provide further details here (in particular if there are no precedents, you should provide the parties’ views on product/geographic market definition): |
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Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain. |
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Provide the contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format. |
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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 |
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Value |
Volume |
Value |
Volume |
Value |
Volume |
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Undertaking concerned 1 |
% |
% |
% |
% |
% |
% |
Undertaking concerned 2 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 3 |
% |
% |
% |
% |
% |
% |
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Combined |
% |
% |
% |
% |
% |
% |
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Competitor 1 |
Do not complete. |
% |
% |
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Competitor 2 |
% |
% |
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Competitor 3 |
% |
% |
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Others |
% |
% |
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Total |
100% |
100% |
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Market size |
EUR |
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EUR |
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EUR |
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Describe the activities of the parties in this market: |
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Provide further details here (in particular if there are no precedents, you should provide the parties’ views on product/geographic market definition): |
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Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain. |
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Provide the contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format. |
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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One or more of the parties’ competitors have a significant non-controlling shareholding (i.e. above 10%) in any of the undertakings concerned. If yes: Indicate the shareholding%: Indicate the rights attached to the shareholding: |
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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(29). |
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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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One of the parties has plans to expand in product markets and/or geographic markets in which another party to the concentration is active or which are in a vertical relation with markets in which another party to the concentration is active. Explain the products or services concerned by such plans and their timing: [open text] |
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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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If you answered “yes” to any of the questions above, explain why in your view the market concerned does not give rise to competition concerns and provide all relevant details: [open text] |
SECTION 8
MARKET INFORMATION
Information on horizontal overlaps and vertical relationships involving pipeline products
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(32) |
Year X -1 |
Year X |
Pipeline products(33) (Provide name) |
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Value |
Volume |
Value |
Volume |
Value |
Volume |
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Undertaking concerned 1 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 2 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 3 |
% |
% |
% |
% |
% |
% |
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Combined |
% |
% |
% |
% |
% |
% |
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Competitor 1 |
% |
% |
% |
% |
% |
% |
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Competitor 2 |
% |
% |
% |
% |
% |
% |
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Competitor 3 |
% |
% |
% |
% |
% |
% |
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Others |
% |
% |
% |
% |
% |
% |
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Total |
100% |
100% |
100% |
100% |
100% |
100% |
Do not complete. |
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Market size |
EUR |
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EUR |
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EUR |
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Describe the activities of the parties in this market: |
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Provide further details here (in particular if there are no precedents, you should provide the parties’ views on product/geographic market definition): |
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Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain. |
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Provide 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). |
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Provide the contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format. |
Vertical Relationships Involving Pipeline Products |
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UPSTREAM |
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Precedents (please include a reference to relevant paragraphs) |
Plausible product market considered |
Plausible geographic market considered |
Supplier |
Year X -2(34) |
Year X -1 |
Year X |
Pipeline Products (Provide Name)(35) |
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Value |
Volume |
Value |
Volume |
Value |
Volume |
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Undertaking concerned 1 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 2 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 3 |
% |
% |
% |
% |
% |
% |
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Combined |
% |
% |
% |
% |
% |
% |
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Competitor 1 |
% |
% |
% |
% |
% |
% |
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Competitor 2 |
% |
% |
% |
% |
% |
% |
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Competitor 3 |
% |
% |
% |
% |
% |
% |
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Others |
% |
% |
% |
% |
% |
% |
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Total |
100% |
100% |
100% |
100% |
100% |
100% |
Do not complete. |
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Market size |
EUR |
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EUR |
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EUR |
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Describe the activities of the parties in this market: |
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Provide further details here (in particular if there are no precedents, you should provide the parties’ views on product/geographic market definition)]: |
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Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain. |
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Please provide 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). |
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Provide the contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format. |
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DOWNSTREAM |
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Precedents (please include a reference to relevant paragraphs) |
Plausible product market considered) |
Plausible geographic market considered |
Supplier |
Year X -2(36) |
Year X -1 |
Year X |
Pipeline Products (Provide Name)(37) |
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Value |
Volume |
Value |
Volume |
Value |
Volume |
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Undertaking concerned 1 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 2 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 3 |
% |
% |
% |
% |
% |
% |
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Combined |
% |
% |
% |
% |
% |
% |
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Competitor 1 |
% |
% |
% |
% |
% |
% |
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Competitor 2 |
% |
% |
% |
% |
% |
% |
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Competitor 3 |
% |
% |
% |
% |
% |
% |
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Others |
% |
% |
% |
% |
% |
% |
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Total |
100% |
100% |
100% |
100% |
100% |
100% |
Do not complete. |
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Market size |
EUR |
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EUR |
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EUR |
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Describe the activities of the parties in this market: |
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Provide further details here (in particular if there are no precedents, you should provide the parties’ views on product/geographic market definition)]: |
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Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain. |
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Provide 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). |
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Provide the contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format. |
SECTION 9
STRUCTURE OF SUPPLY
Structure of demand
SECTION 10
PRODUCT DIFFERENTIATION AND CLOSENESS OF COMPETITION
Distribution systems and service networks
Market entry and exit
Research and development
Contact details
SECTION 11
EFFICIENCIES
SECTION 12
COOPERATIVE EFFECTS OF A JOINT VENTURE
SECTION 13
DECLARATION
[signatory 1] Name: Organisation: Position: Address: Phone number: E-mail: [“e-signed” / signature] |
[signatory 2 if applicable] Name: Organisation: Position: Address: Phone number: E-mail: [“e-signed” / signature] |
ANNEX II
SHORT FORM CO FOR THE NOTIFICATION OF A CONCENTRATION PURSUANT TO REGULATION (EC) No 139/2004
(SHORT FORM CO)
1.
Introduction
2.
How to complete and submit the Short Form CO
3.
Definitions for the purposes of this Short Form CO
4.
Requirement for a correct and complete notification
5.
Reversion to the normal procedure and notification under Form CO
6.
Confidentiality
SECTION 1
GENERAL CASE INFORMATION
Notification under simplified treatment: yes |
Merger Regulation |
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Jurisdiction:
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Notification basis:
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Concentration :
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Category of case in accordance with the Notice on Simplified Procedure:
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Notification linked to a previous case (linked operation/parallel transaction/case aborted or withdrawn)? YES ☐ NO ☐ If yes, provide case number: |
Notification linked with a consultation on the same concentration? YES ☐ NO ☐ If yes, provide consultation number: |
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Means of implementing the concentration:
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Value of the concentration in EUR: |
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Seat of the companies involved in the concentration:
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SECTION 2
COMPANIES INVOLVED IN THE CONCENTRATION AND THEIR TURNOVER
Undertakings concerned(22) |
Category(23) |
Controlled by |
Brief description of the business activities of the undertaking concerned |
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Undertakings concerned |
Country of origin |
Role(24) |
Turnover (in million EUR)(25) |
Year of turnover(26) |
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World-wide |
EU-wide |
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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 |
Combined turnover of all undertakings concerned in this Member State (in million EUR) |
Name of relevant undertakings concerned for the purposes of Article 1(3), point (c) of the Merger Regulation |
Turnover of the undertaking concerned in this Member State (in EUR million) |
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Turnover in the territory of EFTA States(27) |
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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 ☐ |
SECTION 3
NAME OF THE PRODUCT(S) CONCERNED
(28)
ACCORDING TO NACE
(29)
Name of product(s) |
NACE |
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SECTION 4
SUMMARY DESCRIPTION OF THE CONCENTRATION
Example (please delete for notification)
SECTION 5
RATIONALE OF THE CONCENTRATION AND TIMING
5.1. Rationale of the concentration You should provide a summary description of rationale for the proposed concentration. |
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5.2. Timing You should provide a summary description of the timing of the proposed concentration (including a legally binding date for closing, if applicable). |
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5.3.
Complement your answer with any additional information you wish to submit to the Commission.
SECTION 6
JURISDICTION
(30)
6.1.
Brief description of the concentration and change of control (up to 250 words)
6.2.
Acquisition of control
☐
Acquisition of sole control
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You should also indicate if any of the following elements are present in the concentration:
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☐
Acquisition of joint control
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Acquirers |
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Undertaking 1 |
Undertaking 2 |
Undertaking 3 |
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Share-holding in the joint venture (%) |
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Voting rights (%) |
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Number of representatives appointed in target’s decision-making body (31) / total number of members of decision-making body |
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Management body representative has casting vote (yes/no) |
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Veto rights on appointment of senior management (yes/no) |
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Veto rights on adoption of business plan (yes/no) |
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If Yes, please provide a copy of the most recent business plan(s) of the target. |
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Veto rights on adoption of budget (yes/no) |
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Veto rights on investment |
Indicate in the cell below the level of investments and their frequency in the specific sector. |
Indicate in the cell below the level of investments and their frequency in the specific sector. |
Indicate in the cell below the level of investments and their frequency in the specific sector. |
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Other market-specific rights |
Indicate in the cell below which veto rights. |
Indicate in the cell below which veto rights. |
Indicate in the cell below which veto rights. |
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6.3.
Full-functionality (to be filled in only if the concentration falls under Article 3(4) or 3(1), point (b) in combination with 3(4) of the Merger Regulation)
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OR
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6.4.
Complement your answer with any additional information you wish to submit to the Commission.
SECTION 7
CATEGORY OF SIMPLIFIED TREATMENT (BY REFERENCE TO THE RELEVANT POINTS IN THE NOTICE ON SIMPLIFIED PROCEDURE)
(a)
Point 5(a) of the Notice on Simplified Procedure
☐
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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. |
(b)
Point 5(b) of the Notice on Simplified Procedure
☐
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(c)
Point 5(c) of the Notice on Simplified Procedure
(35) ☐
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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. |
(d)
Point 5(d) of the Notice on Simplified Procedure
☐
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(e)
Point 5(e) of the Notice on Simplified Procedure
☐
(f)
Point 8 of the Notice on Simplified Procedure (flexibility cause)
☐
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(g)
Point 9 of the Notice on Simplified Procedure (flexibility cause)
☐
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Complement your answer with any additional information you wish to submit to the Commission.
SECTION 8
HORIZONTAL OVERLAPS
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 |
Pipeline products(43) (Name) |
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Value |
Volume |
Value |
Volume |
Value |
Volume |
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Undertaking concerned 1 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 2 |
% |
% |
% |
% |
% |
% |
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Undertaking concerned 3 |
% |
% |
% |
% |
% |
% |
|
|||
Combined |
% |
% |
% |
% |
% |
% |
|
|||
Competitor 1 |
Do not complete |
% |
% |
|
||||||
Competitor 2 |
% |
% |
|
|||||||
Competitor 3 |
% |
% |
|
|||||||
Others |
% |
% |
|
|||||||
Total |
100% |
100% |
100% |
100% |
100% |
100% |
Do not complete. |
|||
Market size |
EUR |
|
EUR |
|
EUR |
|
||||
Describe the parties’ activities in this market: |
||||||||||
Provide further details here (in particular if there are no precedents, you should provide the parties’ views on product/geographic market definition)]: |
||||||||||
Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain: |
||||||||||
If the case falls under point 5(d) (i) (bb) of the Notice on Simplified Procedure, you should provide delta HHI: |
||||||||||
Provide information on the parties’ pipeline products and their competitors (including the stage of their development): |
||||||||||
Provide the contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format: |
SECTION 9
VERTICAL RELATIONSHIPS
Vertical relationships – market shares and pipeline products |
||||||||||
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)(46) |
|||
Value |
Volume |
Value |
Volume |
Value |
Volume |
|||||
|
|
|
Undertaking concerned 1 |
% |
% |
% |
% |
% |
% |
|
Undertaking concerned 2 |
% |
% |
% |
% |
% |
% |
|
|||
Undertaking concerned 3 |
% |
% |
% |
% |
% |
% |
|
|||
Combined |
% |
% |
% |
% |
% |
% |
|
|||
Competitor 1 |
Do not complete. |
% |
% |
|
||||||
Competitor 2 |
% |
% |
|
|||||||
Competitor 3 |
% |
% |
|
|||||||
Others |
% |
% |
|
|||||||
Total |
100% |
100% |
100% |
100% |
100% |
100% |
Do not complete. |
|||
Market size |
EUR |
|
EUR |
|
EUR |
|
||||
Describe the parties’ activities in this market: |
||||||||||
Provide further details here (in particular if there are no precedents, you should provide the parties’ views on product/geographic market definition)]: |
||||||||||
Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain: |
||||||||||
If the case falls under point 5(d)(ii)(cc) of the Notice on Simplified Procedure, you should provide delta HHI (value and volume for three years): |
||||||||||
Provide information on the parties’ pipeline products and their competitors (including the stage of their development): |
||||||||||
Provide the contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format: |
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 |
Pipeline products (Name)(47) |
|||
Value |
Volume |
Value |
Volume |
Value |
Volume |
|||||
|
|
|
Undertaking concerned 1 |
% |
% |
% |
% |
% |
% |
|
Undertaking concerned 2 |
% |
% |
% |
% |
% |
% |
|
|||
Undertaking concerned 3 |
% |
% |
% |
% |
% |
% |
|
|||
Combined |
% |
% |
% |
% |
% |
% |
|
|||
Competitor 1 |
Do not complete. |
% |
% |
|
||||||
Competitor 2 |
% |
% |
|
|||||||
Competitor 3 |
% |
% |
|
|||||||
Others |
% |
% |
|
|||||||
Total |
100% |
100% |
100% |
100% |
100% |
100% |
Do not complete. |
|||
Size of the market |
EUR |
|
EUR |
|
EUR |
|
||||
Describe the parties activities in this market: |
||||||||||
Provide further details here (in particular if there are no precedents, you should provide the parties’ views on product/geographic market definition)]: |
||||||||||
Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain: |
||||||||||
If the case falls under point 5(d)(ii)(cc) of the Notice on Simplified Procedure, you should provide delta HHI (value and volume for three years): |
||||||||||
Provide information on the parties’ pipeline products and their competitors (including the stage of their development): |
||||||||||
Provide contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format: |
SECTION 10
VERTICAL RELATIONSHIPS FALLING UNDER POINT 5(D)(II)(BB) OF THE NOTICE ON SIMPLIFIED PROCEDURE
Vertical relationships under point 5(d)(ii)(bb) of the Notice on Simplified Procedure– market shares and pipeline products |
||||||||||||||||
UPSTREAM |
||||||||||||||||
Precedents (include a reference to relevant paragraphs) |
Plausible product market considered |
Plausible geographic market considered |
Supply of products in upstream markets (Market shares) |
Purchasing of products in upstream markets (Purchasing shares) |
||||||||||||
|
|
|
Entity |
Year X -2 |
Year X -1 |
Year X |
Pipeline products (Name)(49) |
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 |
% |
% |
% |
% |
% |
% |
|
|
|
|
|
|
|
|
|
|
Combined |
% |
% |
% |
% |
% |
% |
|
|
|
|
|
|
|
|
|
|
Competitor 1 |
Do not complete |
% |
% |
|
Do not complete |
||||||||
|
|
|
Competitor 2 |
% |
% |
|
||||||||||
|
|
|
Competitor 3 |
% |
% |
|
||||||||||
|
|
|
Others |
% |
% |
|
||||||||||
|
|
|
Total |
100% |
100% |
100% |
100% |
100% |
100% |
Do not complete |
Do not complete |
|||||
|
|
|
Market size |
EUR |
|
EUR |
|
EUR |
|
|
Do not complete |
|||||
Describe the parties’ activities in this market: |
||||||||||||||||
Provide further details here (in particular if there are no precedents, please provide the parties’ views on product/geographic market definition): |
||||||||||||||||
Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain: |
||||||||||||||||
Provide information on the parties’ pipeline products and their competitors (including the stage of their development): |
||||||||||||||||
Explain whether one or more of the undertakings concerned purchased the upstream input product from one or more other undertakings concerned in Year X; Year X-1; or Year X-2, indicating the percentage of those purchases for the total purchases of the undertaking concerned: |
||||||||||||||||
Provide contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format: |
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 |
Pipeline products (Name)(50) |
|||
Value |
Volume |
Value |
Volume |
Value |
Volume |
|||||
|
|
|
Undertaking concerned 1 |
% |
% |
% |
% |
% |
% |
|
Undertaking concerned 2 |
% |
% |
% |
% |
% |
% |
|
|||
Undertaking concerned 3 |
% |
% |
% |
% |
% |
% |
|
|||
Combined |
% |
% |
% |
% |
% |
% |
|
|||
|
|
|
Competitor 1 |
Do not complete. |
% |
% |
|
|||
|
|
|
Competitor 2 |
% |
% |
|
||||
|
|
|
Competitor 3 |
% |
% |
|
||||
|
|
|
Others |
% |
% |
|
||||
|
|
|
Total |
100% |
100% |
100% |
100% |
100% |
100% |
Do not complete. |
|
|
|
Size of the market |
EUR |
|
EUR |
|
EUR |
|
|
Describe the parties’ activities in this market: |
||||||||||
Provide further details here (in particular if there are no precedents, you should provide the parties’ views on product/geographic market definition)]: |
||||||||||
Metrics, sources and methodology followed for market share calculation. If value and volume are not the most common metrics for market share calculation in the relevant markets, you should provide market shares based on alternative metrics and explain: |
||||||||||
Provide information on parties’ pipeline products and their competitors, including the stage of their development: |
||||||||||
Provide contact details of Competitor 1, Competitor 2, and Competitor 3 in the prescribed format: |
||||||||||
Estimate what percentage of total demand for the upstream input is represented by the downstream market in Year X, X-1, and X-2. You should also identify the different industries, sectors, and end-applications where the upstream input can be used other than the downstream market, including the percentage of total demand for the upstream product of each industry, sector and/or end-application. If this information is not available for all the market, you should indicate the proportion of sales made by the party active in the upstream market to its 10 main customers (including the other parties, if applicable): |
SECTION 11
SAFEGUARDS AND EXCLUSIONS
(51)
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). |
|
||||
One or more of the parties’ competitors have a significant non-controlling shareholding (i.e. above 10%) in any of the undertakings concerned. If yes: indicate the shareholding %: indicate the rights attached to the shareholding: |
|
||||
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 |
|
||||
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. |
|
||||
The relevant market share thresholds are exceeded in terms of capacity under any plausible market definition(52). |
|
||||
The parties (or one of them) are recent entrants in the overlapping markets (i.e. entered the market in the last three years) |
|
||||
The parties are important innovators in the overlapping markets. |
|
||||
The parties have brought to the market an important pipeline product within the last 5 years. |
|
||||
The concentration gives raise to pipeline-to-pipeline or pipeline-to-marketed product overlaps. |
|
||||
One of the parties has plans to expand in product markets and/or geographic markets in which the other party is active or which are in a vertical relation with products in which the other party is active. Explain the products or services concerned by such plans and their timing: [open text]. |
|
||||
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). |
|
||||
The annual turnover of the joint venture is expected to significantly surpass EUR 100 million in the EEA within the following 3 years. |
|
||||
The annual turnover of the joint venture is expected to significantly surpass EUR 150 million in the EEA within the following 3 years. If the annual turnover of the joint venture is expected to surpass EUR 100 million in the EEA within the following 3 years, please provide the expected turnover for the next 3 years: [open text]. |
|
||||
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: [open text]. |
SECTION 12
COOPERATIVE EFFECTS OF A JOINT VENTURE
|
|
|
||||||||
Parent |
Market |
Turnover |
Market share |
|||||||
Joint venture |
Market |
Turnover |
Market share |
SECTION 13
CONTACT DETAILS
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 |
|
|
SECTION 14
ANNEXES
|
Provisions establishing change in control: |
||||||
Provisions establishing full functionality: |
|||||||
|
|||||||
|
|||||||
|
|||||||
|
|||||||
|
Describe |
SECTION 15
OTHER NOTIFICATIONS
SECTION 16
DECLARATION
[signatory 1] Name: Organisation: Position: Address: Phone number: Email: [‘e-signed’ / signature] |
[signatory 2, if applicable] Name: Organisation: Position: Address: Phone number: Email: [‘e-signed’ / signature] |
ANNEX III
FORM RELATING TO REASONED SUBMISSIONS PURSUANT TO ARTICLES 4(4) AND 4(5) OF COUNCIL REGULATION (EC) No 139/2004
(FORM RS)
INTRODUCTION
A.
The purpose of the Form RS
B.
Contacts prior to submission of the Form RS and waiver requests
1.
Information that is not reasonably available
2.
Information that is not necessary for the Commission’s examination of the case
3.
Prior contacts and waiver requests
C.
The requirement for correct and complete reasoned submission
D.
How to make a reasoned submission
E.
Confidentiality and Personal Data
F.
Definitions and instructions for the purposes of this Form RS
G.
International cooperation between the Commission and other competition authorities
SECTION 1
SECTION 2
GENERAL BACKGROUND AND DETAILS OF THE CONCENTRATION
SECTION 3
MARKET DEFINITIONS
Summary of Affected Markets Horizontal Overlaps |
||
Product market definition |
Geographic market definition |
Combined market share [Identify year] [Identify metric] |
|
|
|
|
|
|
Summary of Affected Markets Vertical Relationships |
|||||
Upstream |
Downstream |
||||
Product market definition |
Geographic market definition |
Combined market share [Identify year] [Identify metric] |
Product market definition |
Geographic market definition |
Combined market share [Identify year] [Identify metric] |
|
|
|
|
|
|
|
|
|
|
|
|
SECTION 4
INFORMATION ON AFFECTED MARKETS
SECTION 5
DETAILS OF THE REFERRAL REQUEST AND REASONS WHY THE CASE SHOULD BE REFERRED
SECTION 6
DECLARATION
[signatory 1] Name: Organisation: Position: Address: Phone number: E-mail: [“e-signed” / signature] |
[signatory 2 if applicable] Name: Organisation: Position: Address: Phone number: E-mail: [“e-signed” / signature] |
ANNEX IV
FORM RELATING TO THE INFORMATION CONCERNING COMMITMENTS SUBMITTED PURSUANT TO ARTICLE 6(2) AND ARTICLE 8(2) OF COUNCIL REGULATION (EC) No 139/2004
(FORM RM)
INTRODUCTION
SECTION 1
SUMMARY OF THE COMMITMENTS
SECTION 2
SUITABILITY TO REMOVE COMPETITION CONCERNS
SECTION 3
DEVIATION FROM MODEL TEXTS
SECTION 4
INFORMATION ON A BUSINESS TO BE DIVESTED
General information on the business to be divested
Information on the business to be divested as described in the commitments offered and comparison with the business to be divested as currently operated
Acquisition by a suitable purchaser
SECTION 5
DECLARATION
[signatory 1] Name: Organisation: Position: Address: Phone number: E-mail: [“e-signed” / signature] |
[signatory 2 if applicable] Name: Organisation: Position: Address: Phone number: E-mail: [“e-signed” / signature] |