# Official Journal C 324/2011

| | ISSN 1977-091X
  doi:10.3000/1977091X.C_2011.324.eng |
| --- | --- |
| Official Journal
  of the European Union | C 324 |
| | |
| English edition | Information and Notices | Volume 549 November 2011 |

ISSN 1977-091X

doi:10.3000/1977091X.C_2011.324.eng

Official Journal

of the European Union

C 324

English edition

Information and Notices

Volume 549 November 2011

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| Notice No | Contents | page |
| --- | --- | --- |
| | II   Information |
| | INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2011/C 324/01 | Non-opposition to a notified concentration (Case COMP/M.6243 — CE Gas Marketing & Trading/Verbundnetz Gas Aktiengesellschaft/VNG Austria) (
  1
  ) | 1 |
| 2011/C 324/02 | Non-opposition to a notified concentration (Case COMP/M.6261 — North Sea Group/Argos Groep/JV) (
  1
  ) | 1 |

Notice No

Contents

page

II   Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2011/C 324/01

Non-opposition to a notified concentration (Case COMP/M.6243 — CE Gas Marketing & Trading/Verbundnetz Gas Aktiengesellschaft/VNG Austria) (
  1
  )

1

1

2011/C 324/02

Non-opposition to a notified concentration (Case COMP/M.6261 — North Sea Group/Argos Groep/JV) (
  1
  )

1

1

| | IV   Notices |
| --- | --- |
| | NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2011/C 324/03 | Euro exchange rates | 2 |
| 2011/C 324/04 | Opinion of the Advisory Committee on restrictive agreements and dominant position given at its meeting of 10 June 2011 regarding a draft decision relating to Case COMP/39.525 (1) — Telekomunikacja Polska — Rapporteur: Belgium | 3 |
| 2011/C 324/05 | Opinion of the Advisory Committee on restrictive agreements and dominant positions given at its meeting of 20 June 2011 regarding a draft decision relating to Case COMP/39.525 (2) — Telekomunikacja Polska — Rapporteur: Belgium | 4 |
| 2011/C 324/06 | Final Report of the Hearing Officer — COMP/39.525 — Telekomunikacja Polska | 5 |
| 2011/C 324/07 | Summary of Commission Decision of 22 June 2011 relating to a proceeding under Article 102 of the Treaty on the Functioning of the European Union (Case COMP/39.525 — Telekomunikacja Polska) (notified under document C(2011) 4378) | 7 |

IV   Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2011/C 324/03

Euro exchange rates

2

2011/C 324/04

Opinion of the Advisory Committee on restrictive agreements and dominant position given at its meeting of 10 June 2011 regarding a draft decision relating to Case COMP/39.525 (1) — Telekomunikacja Polska — Rapporteur: Belgium

3

2011/C 324/05

Opinion of the Advisory Committee on restrictive agreements and dominant positions given at its meeting of 20 June 2011 regarding a draft decision relating to Case COMP/39.525 (2) — Telekomunikacja Polska — Rapporteur: Belgium

4

2011/C 324/06

Final Report of the Hearing Officer — COMP/39.525 — Telekomunikacja Polska

5

2011/C 324/07

Summary of Commission Decision of 22 June 2011 relating to a proceeding under Article 102 of the Treaty on the Functioning of the European Union (Case COMP/39.525 — Telekomunikacja Polska) (notified under document C(2011) 4378)

(notified under document C(2011) 4378)

7

| | V   Announcements |
| --- | --- |
| | PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY |
| | European Commission |
| 2011/C 324/08 | Withdrawal of notification of a concentration (Case COMP/M.6397 — G4S/ISS) (
  1
  ) | 11 |
| 2011/C 324/09 | Prior notification of a concentration (Case COMP/M.6408 — EAH/Mitsubishi Electric/Mitsubishi/ETAM) (
  1
  ) | 12 |
| 2011/C 324/10 | Prior notification of a concentration (Case COMP/M.6405 — Banco Santander/Certain assets of RBS (Rainbow)) (
  1
  ) | 13 |

V   Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

2011/C 324/08

Withdrawal of notification of a concentration (Case COMP/M.6397 — G4S/ISS) (
  1
  )

1

11

2011/C 324/09

Prior notification of a concentration (Case COMP/M.6408 — EAH/Mitsubishi Electric/Mitsubishi/ETAM) (
  1
  )

1

12

2011/C 324/10

Prior notification of a concentration (Case COMP/M.6405 — Banco Santander/Certain assets of RBS (Rainbow)) (
  1
  )

1

13

| | |
| --- | --- |
| | (1)   Text with EEA relevance |

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(1)   Text with EEA relevance

1

| EN | |
| --- | --- |

EN

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II Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 9.11.2011 | EN | Official Journal of the European Union | C 324/1 |
| --- | --- | --- | --- |

9.11.2011

EN

Official Journal of the European Union

C 324/1

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Non-opposition to a notified concentration

(Case COMP/M.6243 — CE Gas Marketing & Trading/Verbundnetz Gas Aktiengesellschaft/VNG Austria)

(Text with EEA relevance)

2011/C 324/01

On 4 November 2011, the Commission decided not to oppose the above notified concentration and to declare it compatible with the common market. This decision is based on Article 6(1)(b) of Council Regulation (EC) No 139/2004. The full text of the decision is available only in German and will be made public after it is cleared of any business secrets it may contain. It will be available:

| — | 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 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 32011M6243. EUR-Lex is the on-line access to the European law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/en/index.htm) under document number 32011M6243. EUR-Lex is the on-line access to the European law.

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| 9.11.2011 | EN | Official Journal of the European Union | C 324/1 |
| --- | --- | --- | --- |

9.11.2011

EN

Official Journal of the European Union

C 324/1

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Non-opposition to a notified concentration

(Case COMP/M.6261 — North Sea Group/Argos Groep/JV)

(Text with EEA relevance)

2011/C 324/02

On 27 September 2011, the Commission decided not to oppose the above notified concentration and to declare it compatible with the common market. This decision is based on Article 6(1)(b) of Council Regulation (EC) No 139/2004. The full text of the decision is available only in English and will be made public after it is cleared of any business secrets it may contain. It will be available:

| — | 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 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 32011M6261. EUR-Lex is the on-line access to the European law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/en/index.htm) under document number 32011M6261. EUR-Lex is the on-line access to the European law.

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IV Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 9.11.2011 | EN | Official Journal of the European Union | C 324/2 |
| --- | --- | --- | --- |

9.11.2011

EN

Official Journal of the European Union

C 324/2

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Euro exchange rates (1)

8 November 2011

2011/C 324/03

1 euro =

| | Currency | Exchange rate |
| --- | --- | --- |
| USD | US dollar | 1,3788 |
| JPY | Japanese yen | 107,51 |
| DKK | Danish krone | 7,4445 |
| GBP | Pound sterling | 0,85805 |
| SEK | Swedish krona | 9,0355 |
| CHF | Swiss franc | 1,2382 |
| ISK | Iceland króna | |
| NOK | Norwegian krone | 7,7250 |
| BGN | Bulgarian lev | 1,9558 |
| CZK | Czech koruna | 25,172 |
| HUF | Hungarian forint | 307,36 |
| LTL | Lithuanian litas | 3,4528 |
| LVL | Latvian lats | 0,7028 |
| PLN | Polish zloty | 4,3545 |
| RON | Romanian leu | 4,3565 |
| TRY | Turkish lira | 2,4494 |
| AUD | Australian dollar | 1,3339 |
| CAD | Canadian dollar | 1,3974 |
| HKD | Hong Kong dollar | 10,7134 |
| NZD | New Zealand dollar | 1,7351 |
| SGD | Singapore dollar | 1,7523 |
| KRW | South Korean won | 1 539,12 |
| ZAR | South African rand | 10,8856 |
| CNY | Chinese yuan renminbi | 8,7506 |
| HRK | Croatian kuna | 7,4913 |
| IDR | Indonesian rupiah | 12 306,11 |
| MYR | Malaysian ringgit | 4,3068 |
| PHP | Philippine peso | 59,435 |
| RUB | Russian rouble | 41,6468 |
| THB | Thai baht | 42,315 |
| BRL | Brazilian real | 2,4048 |
| MXN | Mexican peso | 18,4477 |
| INR | Indian rupee | 68,2230 |

Currency

Exchange rate

USD

US dollar

1,3788

JPY

Japanese yen

107,51

DKK

Danish krone

7,4445

GBP

Pound sterling

0,85805

SEK

Swedish krona

9,0355

CHF

Swiss franc

1,2382

ISK

Iceland króna

NOK

Norwegian krone

7,7250

BGN

Bulgarian lev

1,9558

CZK

Czech koruna

25,172

HUF

Hungarian forint

307,36

LTL

Lithuanian litas

3,4528

LVL

Latvian lats

0,7028

PLN

Polish zloty

4,3545

RON

Romanian leu

4,3565

TRY

Turkish lira

2,4494

AUD

Australian dollar

1,3339

CAD

Canadian dollar

1,3974

HKD

Hong Kong dollar

10,7134

NZD

New Zealand dollar

1,7351

SGD

Singapore dollar

1,7523

KRW

South Korean won

1 539,12

ZAR

South African rand

10,8856

CNY

Chinese yuan renminbi

8,7506

HRK

Croatian kuna

7,4913

IDR

Indonesian rupiah

12 306,11

MYR

Malaysian ringgit

4,3068

PHP

Philippine peso

59,435

RUB

Russian rouble

41,6468

THB

Thai baht

42,315

BRL

Brazilian real

2,4048

MXN

Mexican peso

18,4477

INR

Indian rupee

68,2230

---

(1)  Source: reference exchange rate published by the ECB.

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| 9.11.2011 | EN | Official Journal of the European Union | C 324/3 |
| --- | --- | --- | --- |

9.11.2011

EN

Official Journal of the European Union

C 324/3

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Opinion of the Advisory Committee on restrictive agreements and dominant position given at its meeting of 10 June 2011 regarding a draft decision relating to Case COMP/39.525 (1) — Telekomunikacja Polska

Rapporteur: Belgium

2011/C 324/04

| 1. | The Advisory Committee agrees with the European Commission's definition of the relevant product market as encompassing:






  — | the wholesale market for bitstream access (BSA), |
| --- | --- | --- |

1.

The Advisory Committee agrees with the European Commission's definition of the relevant product market as encompassing:

—

the wholesale market for bitstream access (BSA),

| — | the wholesale market for local loop unbundling (LLU), and |
| --- | --- |

—

the wholesale market for local loop unbundling (LLU), and

| — | the retail market, which comprises all standard broadband products offered at a fixed location. |
| --- | --- |

—

the retail market, which comprises all standard broadband products offered at a fixed location.

| 2. | The Advisory Committee agrees with the Commission that the relevant geographic market is the whole territory of Poland. |
| --- | --- |

2.

The Advisory Committee agrees with the Commission that the relevant geographic market is the whole territory of Poland.

| 3. | The Advisory Committee agrees with the Commission that, at least between August 2005 and October 2009, Telekomunikacja Polska held a dominant position in the market. |
| --- | --- |

3.

The Advisory Committee agrees with the Commission that, at least between August 2005 and October 2009, Telekomunikacja Polska held a dominant position in the market.

| 4. | The Advisory Committee agrees with the Commission that Telekomunikacja Polska abused its dominant position on the relevant market by refusing to supply its wholesale products to alternative operators. |
| --- | --- |

4.

The Advisory Committee agrees with the Commission that Telekomunikacja Polska abused its dominant position on the relevant market by refusing to supply its wholesale products to alternative operators.

| 5. | The Advisory Committee agrees that Telekomunikacja Polska's abusive practices may affect trade between Member States within the meaning of Article 102 of the TFEU. |
| --- | --- |

5.

The Advisory Committee agrees that Telekomunikacja Polska's abusive practices may affect trade between Member States within the meaning of Article 102 of the TFEU.

| 6. | The Advisory Committee agrees with the Commission that a fine should be imposed on Telekomunikacja Polska. |
| --- | --- |

6.

The Advisory Committee agrees with the Commission that a fine should be imposed on Telekomunikacja Polska.

| 7. | The Advisory Committee agrees with the Commission that for the purposes of the calculation of the fine, the duration of Telekomunikacja Polska's infringement is four years and two months. |
| --- | --- |

7.

The Advisory Committee agrees with the Commission that for the purposes of the calculation of the fine, the duration of Telekomunikacja Polska's infringement is four years and two months.

| 8. | The Advisory Committee recommends the publication of its Opinion in the Official Journal of the European Union. |
| --- | --- |

8.

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

---

| 9.11.2011 | EN | Official Journal of the European Union | C 324/4 |
| --- | --- | --- | --- |

9.11.2011

EN

Official Journal of the European Union

C 324/4

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Opinion of the Advisory Committee on restrictive agreements and dominant positions given at its meeting of 20 June 2011 regarding a draft decision relating to Case COMP/39.525 (2) — Telekomunikacja Polska

Rapporteur: Belgium

2011/C 324/05

| 1. | The Advisory Committee agrees with the Commission on the basic amount of the fine. |
| --- | --- |

1.

The Advisory Committee agrees with the Commission on the basic amount of the fine.

| 2. | The Advisory Committee agrees with the Commission that there are no mitigating or aggravating circumstances to be taken into account. |
| --- | --- |

2.

The Advisory Committee agrees with the Commission that there are no mitigating or aggravating circumstances to be taken into account.

| 3. | The majority of the Advisory Committee agrees with the reduction of the fine based on the relevant fines imposed on TP by the Polish National Regulatory Authority.
  A minority abstains. |
| --- | --- |

3.

The majority of the Advisory Committee agrees with the reduction of the fine based on the relevant fines imposed on TP by the Polish National Regulatory Authority.

A minority abstains.

| 4. | The Advisory Committee agrees with the Commission on the final amount of the fine. |
| --- | --- |

4.

The Advisory Committee agrees with the Commission on the final amount of the fine.

| 5. | The Advisory Committee recommends the publication of its opinion in the Official Journal of the European Union. |
| --- | --- |

5.

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

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| 9.11.2011 | EN | Official Journal of the European Union | C 324/5 |
| --- | --- | --- | --- |

9.11.2011

EN

Official Journal of the European Union

C 324/5

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Final Report of the Hearing Officer (1)

COMP/39.525 — Telekomunikacja Polska

2011/C 324/06

BACKGROUND

The draft Decision concerns the abuse of a dominant position under Article 102 of TFEU by the Polish incumbent telecommunication company, Telekomunikacja Polska SA (TP) on the markets for wholesale broadband Internet access.

The case results from an investigation that was opened by the Commission ex officio. In September 2008 inspections were carried out at the premises of TP in Warsaw, Poland. Following the inspections, the proceedings were opened in April 2009 (2).

WRITTEN PROCEDURE

Statement of Objections

A Statement of Objections (SO) was notified to TP on 1 March 2010. In the SO, the Commission came to the preliminary conclusion that the dominant telecommunication operator had been refusing to supply to Alternative Operators (AOs) remunerated access to its wholesale broadband services at various stages of the process; thus harming competition and customers on the retail broadband internet market in Poland. The infringement allegedly started when TP launched the first negotiations for concluding access contracts on 3 August 2005 and was still ongoing at the time of the notification of the SO.

Access to file

Access to the investigation file was granted by means of two DVDs which were sent to TP on 8 March 2010.

TP did not raise any issues concerning access to file with me.

Extensions to deadline for reply to SO

The addressee of the SO was originally granted a deadline of eight weeks to provide its written comments on the SO from the date of receipt of the Commission’s file in the form of DVDs.

TP demanded an extension which I accepted mainly because TP was preparing a commitment offer, in agreement with DG Competition, in parallel to the reply to the SO. Thus, the deadline was extended by four weeks in accordance with the deadline for commitment offers laid down in the draft Best Practices (3). TP responded in due time.

ORAL PROCEDURE

Oral Hearing

TP exercised its right to have an oral hearing. It took place later than originally scheduled (in July) upon TP's request to postpone the hearing until all its key representatives returned from holidays. As a result, the hearing took place on 10 September 2010. It lasted a whole day.

Two interested third parties attended the hearing: Krajowa Izba Gospodarcza Elektroniki i Telekomunikacji (‘KIGEIT’), the Polish national economic chamber of electronics and telecommunications, and Netia SA, an alternative operator. Also, the national regulatory authority (UKE) was invited by the Commission and participated in the hearing.

During the Oral Hearing TP argued, inter alia, that it had already been subject to regulatory investigations and interventions in Poland for some of the conduct taken up by the Commission under EU competition rules. A Commission Decision would therefore breach its fundamental right not to be tried twice (‘ne bis in idem’). Since this claim appeared to be sufficiently substantiated I raised it in my report according to Article 13 (4). The claim is now appraised in the draft decision and taken into account for the proposed fine.

TP also put forward that the alleged infringement was terminated after the signature of the agreement between TP and UKE on 22 October 2009.

LETTER OF FACTS

After the Oral Hearing the Commission undertook additional fact finding to establish whether the infringement actually ended as TP contended. Its findings were summarized in a Letter of Facts of 28 January 2011. Upon TP's request, which I partially accepted, the original deadline for reply of four weeks was extended by additional one week. TP responded accordingly on 7 March 2011.

THE DRAFT DECISION

The major change to the SO is that the Commission does no longer regard the infringement continuing until and beyond 1 March 2010 — the date of the notification of the SO. The decision states now that the infringement continued at least until 22 October 2009 when TP and UKE concluded their agreement.

In my opinion the draft Decision relates only to objections in respect of which TP has been afforded the opportunity to make known its views.

In the light of the above observations, I consider that the right to be heard has been respected in this case.

Brussels, 20 June 2011.

Michael ALBERS

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(1)  Pursuant to Articles 15 and 16 of Commission Decision (2001/462/EC, ECSC) of 23 May 2001 on the terms of reference of Hearing Officers in certain competition proceedings (OJ L 162, 19.6.2001, p. 21).

1

(2)  Pursuant to Article 2(1) of Council Regulation (EC) No 773/2004 and Article 11(6) of Council Regulation (EC) No 1/2003.

2

(3)  See http://ec.europa.eu/competition/consultations/2010_best_practices/best_practice_articles.pdf

3

(4)  Commission Decision (2001/462/EC, ECSC) of 23 May 2001 on the terms of reference of Hearing Officers in certain competition proceedings (OJ L 162, 19.6.2001, p. 21).

4

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| 9.11.2011 | EN | Official Journal of the European Union | C 324/7 |
| --- | --- | --- | --- |

9.11.2011

EN

Official Journal of the European Union

C 324/7

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Summary of Commission Decision

of 22 June 2011

relating to a proceeding under Article 102 of the Treaty on the Functioning of the European Union

(Case COMP/39.525 — Telekomunikacja Polska)

(notified under document C(2011) 4378)

(Only the Polish text is authentic)

2011/C 324/07

1.   INTRODUCTION

| (1) | On 22 June 2011, the Commission adopted a Decision relating to a proceeding under Article 102 of the Treaty on the Functioning of the European Union addressed to Telekomunikacja Polska S.A. (‘TP’), a telecommunications company belonging to the Telekomunikacja Polska Group. In accordance with the provisions of Article 30 of Council Regulation (EC) No 1/2003 (1), the Commission herewith publishes the name of the party concerned and the main content of the Decision, including any penalties imposed, having regard to the legitimate interest of undertakings in the protection of their business secrets. |
| --- | --- |

(1)

On 22 June 2011, the Commission adopted a Decision relating to a proceeding under Article 102 of the Treaty on the Functioning of the European Union addressed to Telekomunikacja Polska S.A. (‘TP’), a telecommunications company belonging to the Telekomunikacja Polska Group. In accordance with the provisions of Article 30 of Council Regulation (EC) No 1/2003 (1), the Commission herewith publishes the name of the party concerned and the main content of the Decision, including any penalties imposed, having regard to the legitimate interest of undertakings in the protection of their business secrets.

2.   CASE DESCRIPTION

2.1.   Procedure

| (2) | On 17 April 2009, the Commission decided to initiate proceedings in the present case within the meaning of Article 2(1) of Council Regulation (EC) No 773/2004 and Article 11(6) of Council Regulation (EC) No 1/2003. During the investigation, DG Competition sent several requests for information pursuant to Article 18 of Regulation (EC) No 1/2003 to TP, to alternative operators (‘AOs’), which either purchased or were interested in purchasing TP's wholesale broadband Internet access products and to the Polish regulator competent for telecommunications (Office of Electronic Communications — UKE). |
| --- | --- |

(2)

On 17 April 2009, the Commission decided to initiate proceedings in the present case within the meaning of Article 2(1) of Council Regulation (EC) No 773/2004 and Article 11(6) of Council Regulation (EC) No 1/2003. During the investigation, DG Competition sent several requests for information pursuant to Article 18 of Regulation (EC) No 1/2003 to TP, to alternative operators (‘AOs’), which either purchased or were interested in purchasing TP's wholesale broadband Internet access products and to the Polish regulator competent for telecommunications (Office of Electronic Communications — UKE).

| (3) | On 26 February 2010, the Commission adopted a statement of objections (‘SO’). In the SO, the Commission took the preliminary view that TP held a dominant position in the relevant markets and had abused its dominant position by refusing to supply AOs with its wholesale broadband Internet access products, thereby inhibiting the development of competition on the retail broadband market in Poland. TP submitted its reply to the SO (‘SO reply’) on 2 June 2010. |
| --- | --- |

(3)

On 26 February 2010, the Commission adopted a statement of objections (‘SO’). In the SO, the Commission took the preliminary view that TP held a dominant position in the relevant markets and had abused its dominant position by refusing to supply AOs with its wholesale broadband Internet access products, thereby inhibiting the development of competition on the retail broadband market in Poland. TP submitted its reply to the SO (‘SO reply’) on 2 June 2010.

| (4) | In accordance with Article 27(1) of Regulation (EC) No 1/2003, TP requested to be heard on the matters to which the Commission had taken objection. An oral hearing took place on 10 September 2010. |
| --- | --- |

(4)

In accordance with Article 27(1) of Regulation (EC) No 1/2003, TP requested to be heard on the matters to which the Commission had taken objection. An oral hearing took place on 10 September 2010.

| (5) | On 28 January 2011, the Commission sent to TP a letter drawing TP's attention to a number of specific items of evidence relating to the Commission's existing objections, which the Commission indicated it might use in a potential final decision (‘letter of facts’). On 7 March 2011, TP submitted its written reply to the letter of 28 January 2011 (‘reply to the letter of facts’). |
| --- | --- |

(5)

On 28 January 2011, the Commission sent to TP a letter drawing TP's attention to a number of specific items of evidence relating to the Commission's existing objections, which the Commission indicated it might use in a potential final decision (‘letter of facts’). On 7 March 2011, TP submitted its written reply to the letter of 28 January 2011 (‘reply to the letter of facts’).

| (6) | Access to file was granted to TP on 9 March 2010, following the SO. In addition, TP received access to all new documents in the case file on 28 January 2011, together with the letter of facts. |
| --- | --- |

(6)

Access to file was granted to TP on 9 March 2010, following the SO. In addition, TP received access to all new documents in the case file on 28 January 2011, together with the letter of facts.

| (7) | The Advisory Committee on restrictive practices and dominant positions issued favourable opinions on 10 June 2011 and 20 June 2011. |
| --- | --- |

(7)

The Advisory Committee on restrictive practices and dominant positions issued favourable opinions on 10 June 2011 and 20 June 2011.

2.2.   The relevant markets

| (8) | On the basis of the analysis of demand and supply substitutability and competitive constraints the Commission has identified three relevant product markets:






  — | the market for wholesale broadband access (‘the BSA market’), |
| --- | --- | --- |

(8)

On the basis of the analysis of demand and supply substitutability and competitive constraints the Commission has identified three relevant product markets:

—

the market for wholesale broadband access (‘the BSA market’),

| — | the market for wholesale (physical) network infrastructure access (including shared or fully unbundled access) at a fixed location (‘the wholesale market for LLU’), and |
| --- | --- |

—

the market for wholesale (physical) network infrastructure access (including shared or fully unbundled access) at a fixed location (‘the wholesale market for LLU’), and

| — | the retail mass market, which is the downstream market of standard broadband products offered at a fixed location by telecommunications operators to their own end-users, whether provided through DSL, cable modem, LAN/WLAN and other technologies such as FTTx, CDMA, WiMAX, FWA and satellite. The relevant retail market excludes mobile broadband services. TP did not contest the Commission's definition of the relevant products markets. |
| --- | --- |

—

the retail mass market, which is the downstream market of standard broadband products offered at a fixed location by telecommunications operators to their own end-users, whether provided through DSL, cable modem, LAN/WLAN and other technologies such as FTTx, CDMA, WiMAX, FWA and satellite. The relevant retail market excludes mobile broadband services. TP did not contest the Commission's definition of the relevant products markets.

| (9) | The relevant geographic market covers the entire territory of Poland. |
| --- | --- |

(9)

The relevant geographic market covers the entire territory of Poland.

2.3.   Dominance

| (10) | TP is the only wholesale supplier of LLU and BSA in Poland. Therefore TP has a market share of 100 % in the wholesale markets. |
| --- | --- |

(10)

TP is the only wholesale supplier of LLU and BSA in Poland. Therefore TP has a market share of 100 % in the wholesale markets.

| (11) | In the period covered by the present Decision, TP also held high market shares in the retail market. In revenue terms, TP's market shares were within the range of 57 % to 46 %. In terms of number of lines, TP's market shares were within the range of 58 % to 40 %. In addition, the presence on the market of PTK (TP's subsidiary) adds to and strengthens the position of TP's Group in the retail market. |
| --- | --- |

(11)

In the period covered by the present Decision, TP also held high market shares in the retail market. In revenue terms, TP's market shares were within the range of 57 % to 46 %. In terms of number of lines, TP's market shares were within the range of 58 % to 40 %. In addition, the presence on the market of PTK (TP's subsidiary) adds to and strengthens the position of TP's Group in the retail market.

| (12) | Furthermore, there are significant barriers to entry and expansion in the relevant markets. They arise from the fact that duplicating TP's network is not economically viable. Other barriers include investment and sunk costs, limited product and price differentiation, and the absence of countervailing buying power. The high barriers to entry and expansion are consistent with the market structure observed, where all of TP's competitors are left with a small market share, which in the case of Netia — the biggest DSL competitor of TP — is up to 9 % (in terms of number of lines). |
| --- | --- |

(12)

Furthermore, there are significant barriers to entry and expansion in the relevant markets. They arise from the fact that duplicating TP's network is not economically viable. Other barriers include investment and sunk costs, limited product and price differentiation, and the absence of countervailing buying power. The high barriers to entry and expansion are consistent with the market structure observed, where all of TP's competitors are left with a small market share, which in the case of Netia — the biggest DSL competitor of TP — is up to 9 % (in terms of number of lines).

2.4.   Summary of the infringement

| (13) | The Decision finds that TP has been abusing its dominant position in the Polish broadband access markets by refusing to give access to its network and supply BSA and LLU wholesale products. The infringement started on 3 August 2005, when the first access negotiations began, and continued at least until 22 October 2009, when, after the opening of proceedings by the Commission, an agreement between TP and UKE was signed and the market situation improved significantly. |
| --- | --- |

(13)

The Decision finds that TP has been abusing its dominant position in the Polish broadband access markets by refusing to give access to its network and supply BSA and LLU wholesale products. The infringement started on 3 August 2005, when the first access negotiations began, and continued at least until 22 October 2009, when, after the opening of proceedings by the Commission, an agreement between TP and UKE was signed and the market situation improved significantly.

| (14) | TP developed a strategy to limit competition on the markets at all stages of the process of accessing its wholesale products. Various internal documents of TP indicate the existence of such a strategy. |
| --- | --- |

(14)

TP developed a strategy to limit competition on the markets at all stages of the process of accessing its wholesale products. Various internal documents of TP indicate the existence of such a strategy.

| (15) | TP's practices had a cumulative effect on the AOs, which encountered impediments at each stage of accessing TP's wholesale products. The evidence gathered illustrates that TP was:






  — | proposing unreasonable conditions governing AOs' access to the wholesale broadband products, |
| --- | --- | --- |

(15)

TP's practices had a cumulative effect on the AOs, which encountered impediments at each stage of accessing TP's wholesale products. The evidence gathered illustrates that TP was:

—

proposing unreasonable conditions governing AOs' access to the wholesale broadband products,

| — | delaying the negotiation process, |
| --- | --- |

—

delaying the negotiation process,

| — | limiting access to its network, |
| --- | --- |

—

limiting access to its network,

| — | limiting access to subscriber lines, |
| --- | --- |

—

limiting access to subscriber lines,

| — | refusing to provide reliable and accurate general information (‘GI’) indispensable for AOs. |
| --- | --- |

—

refusing to provide reliable and accurate general information (‘GI’) indispensable for AOs.

2.4.1.   Unreasonable conditions

| (16) | TP's standard contracts, which served as a basis for BSA and LLU negotiations, contained provisions which were disadvantageous to AOs and which did not even meet the minimum standards set in relevant reference offers (‘ROs’) imposed by UKE. Despite a number of revised drafts of TP's standard contracts, TP's subsequent proposals still did not meet the minimum requirements of the ROs. The fact that AOs had very limited bargaining power vis-à-vis TP aggravated their situation. AOs were either forced to accept TP's proposal or abandon the negotiations. As a result, UKE had to intervene on a regular basis imposing decisions on TP which removed the unfavourable contractual clauses. |
| --- | --- |

(16)

TP's standard contracts, which served as a basis for BSA and LLU negotiations, contained provisions which were disadvantageous to AOs and which did not even meet the minimum standards set in relevant reference offers (‘ROs’) imposed by UKE. Despite a number of revised drafts of TP's standard contracts, TP's subsequent proposals still did not meet the minimum requirements of the ROs. The fact that AOs had very limited bargaining power vis-à-vis TP aggravated their situation. AOs were either forced to accept TP's proposal or abandon the negotiations. As a result, UKE had to intervene on a regular basis imposing decisions on TP which removed the unfavourable contractual clauses.

2.4.2.   Delaying tactics at the different stages of the negotiation process

| (17) | TP used various delaying tactics throughout the access negotiation process, which in 70 % of the cases resulted in very lengthy negotiations. Such delays include at least the following elements:






  — | delaying the start of the negotiations by sending draft contracts with significant delays, |
| --- | --- | --- |

(17)

TP used various delaying tactics throughout the access negotiation process, which in 70 % of the cases resulted in very lengthy negotiations. Such delays include at least the following elements:

—

delaying the start of the negotiations by sending draft contracts with significant delays,

| — | further delays at the stage of negotiating contractual clauses, |
| --- | --- |

—

further delays at the stage of negotiating contractual clauses,

| — | TP's representatives lacked power to commit the incumbent, and |
| --- | --- |

—

TP's representatives lacked power to commit the incumbent, and

| — | delaying the signing of the contracts. |
| --- | --- |

—

delaying the signing of the contracts.

| (18) | In addition to the problems the AOs were facing at the different stages of the access negotiations, TP did not reply to the AOs' proposals in the negotiations but rather tried to impose its own conditions. The Decision demonstrates that there was limited room for negotiations. In a number of cases, AOs had either to accept TP's proposals, refer the case to UKE or abandon the idea of providing retail broadband services. |
| --- | --- |

(18)

In addition to the problems the AOs were facing at the different stages of the access negotiations, TP did not reply to the AOs' proposals in the negotiations but rather tried to impose its own conditions. The Decision demonstrates that there was limited room for negotiations. In a number of cases, AOs had either to accept TP's proposals, refer the case to UKE or abandon the idea of providing retail broadband services.

2.4.3.   Limited access to TP's network

| (19) | TP also created impediments to the AOs at the stage of accessing TP's network for BSA and LLU. In particular, TP rejected a high number of AOs’ orders on formal and technical grounds. Rejections were mainly caused by two factors: (i) unnecessary formal requirements imposed by TP for completing the orders; and (ii) unjustified rejections combined with a lack of alternative solutions at least until 2007. |
| --- | --- |

(19)

TP also created impediments to the AOs at the stage of accessing TP's network for BSA and LLU. In particular, TP rejected a high number of AOs’ orders on formal and technical grounds. Rejections were mainly caused by two factors: (i) unnecessary formal requirements imposed by TP for completing the orders; and (ii) unjustified rejections combined with a lack of alternative solutions at least until 2007.

| (20) | Furthermore, TP proposed exaggerated costs estimates for LLU collocation, which often resulted in a very high percentage of locations not being accessed by AOs despite the positive outcome of the technical verification. Moreover, TP delayed the implementation of orders and executed certain collocation works with delays. |
| --- | --- |

(20)

Furthermore, TP proposed exaggerated costs estimates for LLU collocation, which often resulted in a very high percentage of locations not being accessed by AOs despite the positive outcome of the technical verification. Moreover, TP delayed the implementation of orders and executed certain collocation works with delays.

| (21) | The Decision shows that TP applied better conditions to its subsidiary PTK and cooperated closely with PTK. |
| --- | --- |

(21)

The Decision shows that TP applied better conditions to its subsidiary PTK and cooperated closely with PTK.

2.4.4.   Limited access to subscriber lines

| (22) | TP also hindered AO's access to subscribers, in particular due to the high number of rejections of AOs' orders on formal and technical grounds. Only PTK, TP's subsidiary, enjoyed a lower rejection rate. Rejections were caused by two factors: (i) the use of outdated TP data to verify AOs' orders; and (ii) a faulty verification mechanism on TP's side. |
| --- | --- |

(22)

TP also hindered AO's access to subscribers, in particular due to the high number of rejections of AOs' orders on formal and technical grounds. Only PTK, TP's subsidiary, enjoyed a lower rejection rate. Rejections were caused by two factors: (i) the use of outdated TP data to verify AOs' orders; and (ii) a faulty verification mechanism on TP's side.

| (23) | Furthermore, AOs faced the problem of limited availability of subscriber lines linked to the failure to provide BSA services on wholesale line rental lines and delays in the repair of faulty lines. In practice, TP prevented AOs from upgrading their narrowband clients to broadband, thus limiting the AOs' ability to expand and grow on the retail broadband market. |
| --- | --- |

(23)

Furthermore, AOs faced the problem of limited availability of subscriber lines linked to the failure to provide BSA services on wholesale line rental lines and delays in the repair of faulty lines. In practice, TP prevented AOs from upgrading their narrowband clients to broadband, thus limiting the AOs' ability to expand and grow on the retail broadband market.

| (24) | Finally, TP significantly delayed the implementation of AOs' orders for subscriber lines. Such delays were mainly caused by a lack of resources dedicated to regulated services on TP's side, lack of experience, lack of a clear interpretation of how the process should be implemented, an unclear division of competences between TP's internal units, and an insufficient IT support. The delays in the implementation of orders occurred until the end of 2007 in the case of BSA orders and until the first quarter of 2008 in the case of LLU. |
| --- | --- |

(24)

Finally, TP significantly delayed the implementation of AOs' orders for subscriber lines. Such delays were mainly caused by a lack of resources dedicated to regulated services on TP's side, lack of experience, lack of a clear interpretation of how the process should be implemented, an unclear division of competences between TP's internal units, and an insufficient IT support. The delays in the implementation of orders occurred until the end of 2007 in the case of BSA orders and until the first quarter of 2008 in the case of LLU.

2.4.5.   Refusal to provide reliable and accurate general information (GI) indispensable for AOs

| (25) | TP did not provide reliable GI to AOs which was necessary for them to make a sound decision regarding access to TP's wholesale broadband products at specific locations, or provided inaccurate information. AOs were faced with the following impediments on TP's side:






  — | GI provided by TP was often incorrect and incomplete, |
| --- | --- | --- |

(25)

TP did not provide reliable GI to AOs which was necessary for them to make a sound decision regarding access to TP's wholesale broadband products at specific locations, or provided inaccurate information. AOs were faced with the following impediments on TP's side:

—

GI provided by TP was often incorrect and incomplete,

| — | TP provided the data in a format (such as paper or scanned pdf.) which was difficult to process, and |
| --- | --- |

—

TP provided the data in a format (such as paper or scanned pdf.) which was difficult to process, and

| — | TP failed to provide an IT interface enabling AOs' efficient access to BSA and LLU-related information and the processing of orders. |
| --- | --- |

—

TP failed to provide an IT interface enabling AOs' efficient access to BSA and LLU-related information and the processing of orders.

| (26) | Such impediments on TP's side are part of the incumbent's strategy to block AOs' access to information. The incompleteness and unreliability of the GI provided by TP resulted in increased costs for AOs and the inability to implement their business plans. |
| --- | --- |

(26)

Such impediments on TP's side are part of the incumbent's strategy to block AOs' access to information. The incompleteness and unreliability of the GI provided by TP resulted in increased costs for AOs and the inability to implement their business plans.

| (27) | Additionally, the Decision shows that TP provided PTK with supplementary channels of information as well as with additional information which was not made available to other AOs. In this way, the process of obtaining the GI was quicker and cheaper for PTK and led for example to a reduced number of rejections of orders. This also indicates that TP could have improved the quality of GI and the information channels but that it refused to use such a possibility vis-à-vis AOs other than its subsidiary, PTK. |
| --- | --- |

(27)

Additionally, the Decision shows that TP provided PTK with supplementary channels of information as well as with additional information which was not made available to other AOs. In this way, the process of obtaining the GI was quicker and cheaper for PTK and led for example to a reduced number of rejections of orders. This also indicates that TP could have improved the quality of GI and the information channels but that it refused to use such a possibility vis-à-vis AOs other than its subsidiary, PTK.

2.5.   Likely impact on competition and consumers

| (28) | The decision Demonstrates that TP's abusive conduct in the wholesale market was capable of restricting competition in the retail market. There is empirical evidence that TP's refusal to supply was likely to reduce the rate of entry and expansion of competitors on the retail market for DSL services and that TP remains the largest DSL supplier on the retail market. The low number of unbundled local loops is a revealing indicator of the likely effect of TP's refusal to supply access to its wholesale products, delaying the growth of competition and thereby the development of alternative infrastructures. |
| --- | --- |

(28)

The decision Demonstrates that TP's abusive conduct in the wholesale market was capable of restricting competition in the retail market. There is empirical evidence that TP's refusal to supply was likely to reduce the rate of entry and expansion of competitors on the retail market for DSL services and that TP remains the largest DSL supplier on the retail market. The low number of unbundled local loops is a revealing indicator of the likely effect of TP's refusal to supply access to its wholesale products, delaying the growth of competition and thereby the development of alternative infrastructures.

| (29) | The Decision also demonstrates that TP's refusal to supply was likely to have a detrimental impact for end-users, which is reflected in low broadband penetration, high broadband prices and low average broadband connection speeds. In January 2010, broadband penetration in Poland was only 13,5 %, one of the lowest results in Europe and significantly below the EU average of 24,88 %. |
| --- | --- |

(29)

The Decision also demonstrates that TP's refusal to supply was likely to have a detrimental impact for end-users, which is reflected in low broadband penetration, high broadband prices and low average broadband connection speeds. In January 2010, broadband penetration in Poland was only 13,5 %, one of the lowest results in Europe and significantly below the EU average of 24,88 %.

2.6.   Lack of objective justifications and efficiencies

| (30) | TP denied the existence of the abuse. It admitted certain difficulties in providing access to its wholesale broadband products, in particular in 2006 and 2007, but argued that they could be explained by the technical efforts which TP had to undergo in a very short time to adjust to the new regulatory environment. TP argued that it had to manage simultaneously several projects on various wholesale services and had difficulties in developing proper IT systems and in finding human resources to perform certain projects. |
| --- | --- |

(30)

TP denied the existence of the abuse. It admitted certain difficulties in providing access to its wholesale broadband products, in particular in 2006 and 2007, but argued that they could be explained by the technical efforts which TP had to undergo in a very short time to adjust to the new regulatory environment. TP argued that it had to manage simultaneously several projects on various wholesale services and had difficulties in developing proper IT systems and in finding human resources to perform certain projects.

| (31) | The Decision explains why TP's arguments are not acceptable. The case file includes solid evidence of TP's exclusionary conduct. Contemporaneous internal documents of TP confirm that TP's strategy was designed to impede the access of AOs to TP's network. The incumbent had a lot of time to prepare its internal resources and IT systems for upcoming access obligations (imposed in 2005 for LLU and 2006 for BSA). TP has been aware of these obligations at least since 2003, when Polish telecommunication law identified TP as a SMP (significant market power) operator. The signature of the agreement with UKE in October 2009 and the improvement in the treatment of AOs that followed prove that TP could have applied effective access conditions earlier. |
| --- | --- |

(31)

The Decision explains why TP's arguments are not acceptable. The case file includes solid evidence of TP's exclusionary conduct. Contemporaneous internal documents of TP confirm that TP's strategy was designed to impede the access of AOs to TP's network. The incumbent had a lot of time to prepare its internal resources and IT systems for upcoming access obligations (imposed in 2005 for LLU and 2006 for BSA). TP has been aware of these obligations at least since 2003, when Polish telecommunication law identified TP as a SMP (significant market power) operator. The signature of the agreement with UKE in October 2009 and the improvement in the treatment of AOs that followed prove that TP could have applied effective access conditions earlier.

2.7.   Fine calculation

| (32) | The fine was calculated on the basis of the average value of sales made by TP in the years between 2005 and 2009 to which the infringement directly or indirectly relates. In this case, the Commission considered that both the value of wholesale and retail sales of Internet products in Poland are directly related to the infringement. |
| --- | --- |

(32)

The fine was calculated on the basis of the average value of sales made by TP in the years between 2005 and 2009 to which the infringement directly or indirectly relates. In this case, the Commission considered that both the value of wholesale and retail sales of Internet products in Poland are directly related to the infringement.

| (33) | The Commission took into consideration the gravity and duration of the infringement. The Commission had regard to the fact that, inter alia, refusal to supply had already been condemned by the Commission and the European courts, the affected markets are of considerable economic importance, the alternative operators are dependent on TP's infrastructure and that TP was aware of the illegality of its behaviour. No mitigating or aggravating circumstances were identified in this case. |
| --- | --- |

(33)

The Commission took into consideration the gravity and duration of the infringement. The Commission had regard to the fact that, inter alia, refusal to supply had already been condemned by the Commission and the European courts, the affected markets are of considerable economic importance, the alternative operators are dependent on TP's infrastructure and that TP was aware of the illegality of its behaviour. No mitigating or aggravating circumstances were identified in this case.

3.   OPERATIONAL PART OF THE DECISION

| (34) | The Decision establishes that TP has committed a single and continuous infringement of Article 102 of the Treaty on the Functioning of the European Union from 3 August 2005 until at least 22 October 2009 by refusing to give access to its wholesale broadband products. |
| --- | --- |

(34)

The Decision establishes that TP has committed a single and continuous infringement of Article 102 of the Treaty on the Functioning of the European Union from 3 August 2005 until at least 22 October 2009 by refusing to give access to its wholesale broadband products.

| (35) | A fine of EUR 127 554 194 has been imposed on TP for the infringement. |
| --- | --- |

(35)

A fine of EUR 127 554 194 has been imposed on TP for the infringement.

| (36) | TP is ordered to immediately bring to an end the infringement in so far as it has not already done so. TP must refrain from repeating any act or conduct having the same or equivalent object or effect. |
| --- | --- |

(36)

TP is ordered to immediately bring to an end the infringement in so far as it has not already done so. TP must refrain from repeating any act or conduct having the same or equivalent object or effect.

---

(1)  OJ L 1, 4.1.2003, p. 1.

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V Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

| 9.11.2011 | EN | Official Journal of the European Union | C 324/11 |
| --- | --- | --- | --- |

9.11.2011

EN

Official Journal of the European Union

C 324/11

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Withdrawal of notification of a concentration

(Case COMP/M.6397 — G4S/ISS)

(Text with EEA relevance)

2011/C 324/08

(Council Regulation (EC) No 139/2004)

On 27 October 2011, the European Commission received a notification of a proposed concentration between G4S and ISS. On 2 November 2011, the notifying party informed the Commission that it withdrew its notification.

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| 9.11.2011 | EN | Official Journal of the European Union | C 324/12 |
| --- | --- | --- | --- |

9.11.2011

EN

Official Journal of the European Union

C 324/12

---

Prior notification of a concentration

(Case COMP/M.6408 — EAH/Mitsubishi Electric/Mitsubishi/ETAM)

(Text with EEA relevance)

2011/C 324/09

| 1. | On 31 October 2011, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertakings ETA Ascon Holding LLC (‘EAH’, United Arab Emirates), Mitsubishi Electric Corporation (‘Mitsubishi Electric’, Japan) and Mitsubishi Corporation (‘Mitsubishi’, Japan) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of ETA Melco Elevator Company LLC (‘ETAM’, United Arab Emirates) by way of purchase of shares. |
| --- | --- |

1.

On 31 October 2011, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertakings ETA Ascon Holding LLC (‘EAH’, United Arab Emirates), Mitsubishi Electric Corporation (‘Mitsubishi Electric’, Japan) and Mitsubishi Corporation (‘Mitsubishi’, Japan) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of ETA Melco Elevator Company LLC (‘ETAM’, United Arab Emirates) by way of purchase of shares.

| 2. | The business activities of the undertakings concerned are:






  — | for EAH: investment and holding company active in numerous divisions in the construction industry, |
| --- | --- | --- |

2.

The business activities of the undertakings concerned are:

—

for EAH: investment and holding company active in numerous divisions in the construction industry,

| — | for Mitsubishi Electric: manufacture and sale of electric and electronic equipment used in energy and energy systems, industrial automation, information and communication systems, electronic devices and home appliances, |
| --- | --- |

—

for Mitsubishi Electric: manufacture and sale of electric and electronic equipment used in energy and energy systems, industrial automation, information and communication systems, electronic devices and home appliances,

| — | for Mitsubishi: general trading company active in various industries including energy, metals, machinery, chemicals, food and general merchandise, |
| --- | --- |

—

for Mitsubishi: general trading company active in various industries including energy, metals, machinery, chemicals, food and general merchandise,

| — | for ETAM: the supply, installation and maintenance of elevators and escalators in Asia and the Middle East. |
| --- | --- |

—

for ETAM: the supply, installation and maintenance of elevators and escalators in Asia and the Middle East.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope the EC Merger Regulation. However, the final decision on this point is reserved. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope the EC Merger Regulation. 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 22964301), by e-mail to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference number COMP/M.6408 — EAH/Mitsubishi Electric/Mitsubishi/ETAM, to the following address:





  European Commission |
| --- | --- |
| Directorate-General for Competition |
| Merger Registry |
| J-70 |
| 1049 Bruxelles/Brussel |
| BELGIQUE/BELGIË |

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 22964301), by e-mail to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference number COMP/M.6408 — EAH/Mitsubishi Electric/Mitsubishi/ETAM, to the following address:

European Commission

Directorate-General for Competition

Merger Registry

J-70

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

---

(1)  OJ L 24, 29.1.2004, p. 1 (the ‘EC Merger Regulation’).

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| 9.11.2011 | EN | Official Journal of the European Union | C 324/13 |
| --- | --- | --- | --- |

9.11.2011

EN

Official Journal of the European Union

C 324/13

---

Prior notification of a concentration

(Case COMP/M.6405 — Banco Santander/Certain assets of RBS (Rainbow))

(Text with EEA relevance)

2011/C 324/10

| 1. | On 21 October 2011, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking Banco Santander SA (‘Banco Santander’, Spain) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of parts of the undertaking The Royal Bank of Scotland Group (‘Rainbow’, UK) by way of purchase of assets. |
| --- | --- |

1.

On 21 October 2011, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking Banco Santander SA (‘Banco Santander’, Spain) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of parts of the undertaking The Royal Bank of Scotland Group (‘Rainbow’, UK) by way of purchase of assets.

| 2. | The business activities of the undertakings concerned are:






  — | for Banco Santander: parent company of an international group of banking and, financial companies operating in the UK, Spain and some other European countries, as well as in Latin America, |
| --- | --- | --- |

2.

The business activities of the undertakings concerned are:

—

for Banco Santander: parent company of an international group of banking and, financial companies operating in the UK, Spain and some other European countries, as well as in Latin America,

| — | for Rainbow: retail banking and banking services to SMEs and other corporate customers in the UK. |
| --- | --- |

—

for Rainbow: retail banking and banking services to SMEs and other corporate customers in the UK.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope the EC Merger Regulation. However, the final decision on this point is reserved. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope the EC Merger Regulation. 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 22964301), by e-mail to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference number COMP/M.6405 — Banco Santander/Certain assets of RBS (Rainbow), to the following address:





  European Commission |
| --- | --- |
| Directorate-General for Competition |
| Merger Registry |
| J-70 |
| 1049 Bruxelles/Brussel |
| BELGIQUE/BELGIË |

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 22964301), by e-mail to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference number COMP/M.6405 — Banco Santander/Certain assets of RBS (Rainbow), to the following address:

European Commission

Directorate-General for Competition

Merger Registry

J-70

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

---

(1)  OJ L 24, 29.1.2004, p. 1 (the ‘EC Merger Regulation’).

---