# Official Journal C 335/2018

| | ISSN 1977-091X |
| --- | --- |
| Official Journal
  of the European Union | C 335 |
| | |
| English edition | Information and Notices | Volume 6120 September 2018 |

ISSN 1977-091X

Official Journal

of the European Union

C 335

English edition

Information and Notices

Volume 6120 September 2018

---

| Contents | page |
| --- | --- |
| | IV   Notices |
| | NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | Council |
| 2018/C 335/01 | Council Decision of 18 September 2018 adopting the Council’s position on draft amending budget No 5 of the European Union for the financial year 2018 | 1 |
| | European Commission |
| 2018/C 335/02 | Euro exchange rates | 2 |
| 2018/C 335/03 | Opinion of the Advisory Committee on restrictive practices and dominant positions given at its meeting on 10 July 2018 concerning a draft decision in case AT.40469 — Denon & Marantz — Rapporteur: Sweden | 3 |
| 2018/C 335/04 | Final Report of the Hearing Officer — Case AT.40469 — Denon & Marantz | 4 |
| 2018/C 335/05 | Summary of Commission Decision of 24 July 2018 relating to a proceeding under Article 101 of the Treaty on the Functioning of the European Union (Case AT.40469 — Denon & Marantz (vertical restraints)) (notified under document number C(2018) 4774 final) | 5 |
| 2018/C 335/06 | Opinion of the Advisory Committee on mergers given at its meeting of 19 February 2018 regarding a draft decision relating to Case M.8394 — Essilor/Luxottica — Rapporteur: United Kingdom | 7 |
| 2018/C 335/07 | Final Report of the Hearing Officer — Case M.8394 — Essilor/Luxottica | 9 |
| 2018/C 335/08 | Summary of Commission Decision of 1 March 2018 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.8394 — Essilor/Luxottica) (notified under document C(2018) 1198 final)
   (
  1
  ) | 10 |
| | Court of Auditors |
| 2018/C 335/09 | Special Report No 20/2018 — The African Peace and Security Architecture: need to refocus EU support | 17 |
| | NOTICES CONCERNING THE EUROPEAN ECONOMIC AREA |
| | EFTA Surveillance Authority |
| 2018/C 335/10 | State aid — Decision to raise no objections | 18 |

Contents

page

IV   Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

Council

2018/C 335/01

Council Decision of 18 September 2018 adopting the Council’s position on draft amending budget No 5 of the European Union for the financial year 2018

1

European Commission

2018/C 335/02

Euro exchange rates

2

2018/C 335/03

Opinion of the Advisory Committee on restrictive practices and dominant positions given at its meeting on 10 July 2018 concerning a draft decision in case AT.40469 — Denon & Marantz — Rapporteur: Sweden

3

2018/C 335/04

Final Report of the Hearing Officer — Case AT.40469 — Denon & Marantz

4

2018/C 335/05

Summary of Commission Decision of 24 July 2018 relating to a proceeding under Article 101 of the Treaty on the Functioning of the European Union (Case AT.40469 — Denon & Marantz (vertical restraints)) (notified under document number C(2018) 4774 final)

(notified under document number C(2018) 4774 final)

5

2018/C 335/06

Opinion of the Advisory Committee on mergers given at its meeting of 19 February 2018 regarding a draft decision relating to Case M.8394 — Essilor/Luxottica — Rapporteur: United Kingdom

7

2018/C 335/07

Final Report of the Hearing Officer — Case M.8394 — Essilor/Luxottica

9

2018/C 335/08

Summary of Commission Decision of 1 March 2018 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.8394 — Essilor/Luxottica) (notified under document C(2018) 1198 final)
   (
  1
  )

(notified under document C(2018) 1198 final)

1

10

Court of Auditors

2018/C 335/09

Special Report No 20/2018 — The African Peace and Security Architecture: need to refocus EU support

17

NOTICES CONCERNING THE EUROPEAN ECONOMIC AREA

EFTA Surveillance Authority

2018/C 335/10

State aid — Decision to raise no objections

18

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| | V   Announcements |
| --- | --- |
| | COURT PROCEEDINGS |
| | EFTA Court |
| 2018/C 335/11 | Judgment of the Court of 30 May 2018 in Case E-6/17 — Fjarskipti hf. V Síminn hf. (Article 54 EEA — Abuse of a dominant position — Margin squeeze — Right to claim damages — Applicability of provisions of the EEA Agreement in domestic proceedings — Significance of a final ruling of a competition authority) | 19 |
| 2018/C 335/12 | Judgment of the Court of 30 May 2018 in Case E-9/17 — Edmund Falkenhahn AG v The Financial Market Authority (Finanzmarktaufsicht) (Directive 2009/110/EC — Electronic money institutions — Redemption at par value — Safeguarding requirements) | 20 |
| | PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY |
| | European Commission |
| 2018/C 335/13 | Prior notification of a concentration (Case M.9054 — Broadcom/CA) — Candidate case for simplified procedure (
  1
  ) | 21 |
| 2018/C 335/14 | Prior notification of a concentration (Case M.9059 — CVC/Messer Group/Divestment Business) (
  1
  ) | 23 |

V   Announcements

COURT PROCEEDINGS

EFTA Court

2018/C 335/11

Judgment of the Court of 30 May 2018 in Case E-6/17 — Fjarskipti hf. V Síminn hf. (Article 54 EEA — Abuse of a dominant position — Margin squeeze — Right to claim damages — Applicability of provisions of the EEA Agreement in domestic proceedings — Significance of a final ruling of a competition authority)

(Article 54 EEA — Abuse of a dominant position — Margin squeeze — Right to claim damages — Applicability of provisions of the EEA Agreement in domestic proceedings — Significance of a final ruling of a competition authority)

19

2018/C 335/12

Judgment of the Court of 30 May 2018 in Case E-9/17 — Edmund Falkenhahn AG v The Financial Market Authority (Finanzmarktaufsicht) (Directive 2009/110/EC — Electronic money institutions — Redemption at par value — Safeguarding requirements)

(Finanzmarktaufsicht) (Directive 2009/110/EC — Electronic money institutions — Redemption at par value — Safeguarding requirements)

20

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

2018/C 335/13

Prior notification of a concentration (Case M.9054 — Broadcom/CA) — Candidate case for simplified procedure (
  1
  )

1

21

2018/C 335/14

Prior notification of a concentration (Case M.9059 — CVC/Messer Group/Divestment Business) (
  1
  )

1

23

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

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(1)   Text with EEA relevance.

1

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

EN

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IV Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

Council

| 20.9.2018 | EN | Official Journal of the European Union | C 335/1 |
| --- | --- | --- | --- |

20.9.2018

EN

Official Journal of the European Union

C 335/1

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COUNCIL DECISION

of 18 September 2018

adopting the Council’s position on draft amending budget No 5 of the European Union for the financial year 2018

(2018/C 335/01)

THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty on the Functioning of the European Union, and in particular Article 314 thereof, in conjunction with the Treaty establishing the European Atomic Energy Community, and in particular Article 106a thereof,

Having regard to Regulation (EU, Euratom) 2018/1046 of the European Parliament and of the Council of 18 July 2018 on the financial rules applicable to the general budget of the Union, amending Regulations (EU) No 1296/2013, (EU) No 1301/2013, (EU) No 1303/2013, (EU) No 1304/2013, (EU) No 1309/2013, (EU) No 1316/2013, (EU) No 223/2014, (EU) No 283/2014, and Decision No 541/2014/EU and repealing Regulation (EU, Euratom) No 966/2012 (1), and in particular Article 44 thereof,

Whereas:

| — | the Union’s budget for the financial year 2018 was definitively adopted on 30 November 2017 (2), |
| --- | --- |

—

the Union’s budget for the financial year 2018 was definitively adopted on 30 November 2017 (2),

| — | on 10 July 2018, the Commission submitted a proposal containing draft amending budget No 5 to the general budget for the financial year 2018, |
| --- | --- |

—

on 10 July 2018, the Commission submitted a proposal containing draft amending budget No 5 to the general budget for the financial year 2018,

HAS DECIDED AS FOLLOWS:

Sole Article

The Council’s position on draft amending budget No 5 of the European Union for the financial year 2018 was adopted on 18 September 2018.

The full text can be accessed for consultation or downloading on the Council’s website: http://www.consilium.europa.eu/

Done at Brussels, 18 September 2018.

For the Council

The President

G. BLÜMEL

---

(1)  OJ L 193, 30.7.2018, p. 1.

1

(2)  OJ L 57, 28.2.2018, p. 1.

2

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European Commission

| 20.9.2018 | EN | Official Journal of the European Union | C 335/2 |
| --- | --- | --- | --- |

20.9.2018

EN

Official Journal of the European Union

C 335/2

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Euro exchange rates (1)

19 September 2018

(2018/C 335/02)

1 euro =

| | Currency | Exchange rate |
| --- | --- | --- |
| USD | US dollar | 1,1667 |
| JPY | Japanese yen | 130,94 |
| DKK | Danish krone | 7,4597 |
| GBP | Pound sterling | 0,88813 |
| SEK | Swedish krona | 10,3878 |
| CHF | Swiss franc | 1,1304 |
| ISK | Iceland króna | 128,40 |
| NOK | Norwegian krone | 9,5470 |
| BGN | Bulgarian lev | 1,9558 |
| CZK | Czech koruna | 25,434 |
| HUF | Hungarian forint | 323,39 |
| PLN | Polish zloty | 4,2951 |
| RON | Romanian leu | 4,6523 |
| TRY | Turkish lira | 7,3236 |
| AUD | Australian dollar | 1,6109 |
| CAD | Canadian dollar | 1,5136 |
| HKD | Hong Kong dollar | 9,1515 |
| NZD | New Zealand dollar | 1,7684 |
| SGD | Singapore dollar | 1,5993 |
| KRW | South Korean won | 1 308,76 |
| ZAR | South African rand | 17,1004 |
| CNY | Chinese yuan renminbi | 7,9983 |
| HRK | Croatian kuna | 7,4285 |
| IDR | Indonesian rupiah | 17 355,00 |
| MYR | Malaysian ringgit | 4,8336 |
| PHP | Philippine peso | 63,023 |
| RUB | Russian rouble | 78,0688 |
| THB | Thai baht | 37,871 |
| BRL | Brazilian real | 4,8582 |
| MXN | Mexican peso | 21,8681 |
| INR | Indian rupee | 84,4515 |

Currency

Exchange rate

USD

US dollar

1,1667

JPY

Japanese yen

130,94

DKK

Danish krone

7,4597

GBP

Pound sterling

0,88813

SEK

Swedish krona

10,3878

CHF

Swiss franc

1,1304

ISK

Iceland króna

128,40

NOK

Norwegian krone

9,5470

BGN

Bulgarian lev

1,9558

CZK

Czech koruna

25,434

HUF

Hungarian forint

323,39

PLN

Polish zloty

4,2951

RON

Romanian leu

4,6523

TRY

Turkish lira

7,3236

AUD

Australian dollar

1,6109

CAD

Canadian dollar

1,5136

HKD

Hong Kong dollar

9,1515

NZD

New Zealand dollar

1,7684

SGD

Singapore dollar

1,5993

KRW

South Korean won

1 308,76

ZAR

South African rand

17,1004

CNY

Chinese yuan renminbi

7,9983

HRK

Croatian kuna

7,4285

IDR

Indonesian rupiah

17 355,00

MYR

Malaysian ringgit

4,8336

PHP

Philippine peso

63,023

RUB

Russian rouble

78,0688

THB

Thai baht

37,871

BRL

Brazilian real

4,8582

MXN

Mexican peso

21,8681

INR

Indian rupee

84,4515

---

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

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| 20.9.2018 | EN | Official Journal of the European Union | C 335/3 |
| --- | --- | --- | --- |

20.9.2018

EN

Official Journal of the European Union

C 335/3

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Opinion of the Advisory Committee on restrictive practices and dominant positions given at its meeting on 10 July 2018 concerning a draft decision in case AT.40469 — Denon & Marantz

Rapporteur: Sweden

(2018/C 335/03)

1.

The members of the Advisory Committee agree on the Commission’s assessment that the conduct covered by the draft decision constitutes two single and continuous infringements of Article 101 TFEU.

2.

The members of the Advisory Committee agree with the Commission on the final amount of the fine, including its reduction based on paragraph 37 of the 2006 Guidelines on the method of setting fines imposed pursuant to Article 23(2)(a) of Regulation (EC) No 1/2003 (1).

3.

The members of the Advisory Committee recommend the publication of its opinion in the Official Journal.

---

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

1

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| 20.9.2018 | EN | Official Journal of the European Union | C 335/4 |
| --- | --- | --- | --- |

20.9.2018

EN

Official Journal of the European Union

C 335/4

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Final Report of the Hearing Officer (1)

Case AT.40469 — Denon & Marantz

(2018/C 335/04)

(1)

The draft decision addressed to D&M Germany GmbH (‘D&M Germany’), D&M Europe BV (‘D&M Netherlands’) and D&M Holdings Inc. (together, ‘D&M’) finds that D&M infringed Article 101 TFEU through practices aimed at restricting the ability of retailers in Germany and in the Netherlands to determine their resale prices independently.

(2)

The investigation started with unannounced inspections at the premises of a retailer in Germany.

(3)

On 2 February 2017, the Commission initiated proceedings within the meaning of Article 2(1) of Regulation (EC) No 773/2004 (2) against D&M. On 21 April 2017, the Commission addressed a request for information to D&M Netherlands, to which D&M replied on 9 May 2017.

(4)

Shortly after the initiation of proceedings, D&M indicated its interest to cooperate with the Commission. On [...], D&M submitted further evidence regarding the relevant conduct.

(5)

| — | an acknowledgement of D&M’s liability for two single and continuous infringements summarily described as regards their object, the main facts, their legal qualification, including the role and the duration of D&M Germany, D&M Netherlands and D&M Holdings Inc.’s participation in the two infringements; |
| --- | --- |

—

an acknowledgement of D&M’s liability for two single and continuous infringements summarily described as regards their object, the main facts, their legal qualification, including the role and the duration of D&M Germany, D&M Netherlands and D&M Holdings Inc.’s participation in the two infringements;

| — | an indication of the maximum amount of the fine D&M expects to be imposed by the Commission and which it would accept in the context of a cooperation procedure; |
| --- | --- |

—

an indication of the maximum amount of the fine D&M expects to be imposed by the Commission and which it would accept in the context of a cooperation procedure;

| — | the confirmation that D&M has been sufficiently informed of the objections the Commission envisages raising against it and that it has been given sufficient opportunity to make their views known to the Commission; |
| --- | --- |

—

the confirmation that D&M has been sufficiently informed of the objections the Commission envisages raising against it and that it has been given sufficient opportunity to make their views known to the Commission;

| — | the confirmation that D&M does not envisage requesting further access to the file or requesting to be heard again in an oral hearing, unless the Commission does not reflect its Settlement Submission in the statement of objections (the ‘SO’) and the decision; |
| --- | --- |

—

the confirmation that D&M does not envisage requesting further access to the file or requesting to be heard again in an oral hearing, unless the Commission does not reflect its Settlement Submission in the statement of objections (the ‘SO’) and the decision;

| — | the agreement to receive the SO and the final decision in English. |
| --- | --- |

—

the agreement to receive the SO and the final decision in English.

(6)

On 13 June 2018, the Commission adopted the SO, to which D&M replied by confirming that it reflected the content of its Settlement Submission.

(7)

The infringements found and the fines imposed in the draft decision correspond to those acknowledged and accepted in the Settlement Submission. The amount of the fines is reduced by 40 % on the ground that D&M has cooperated with the Commission beyond its legal obligation to do so by: (i) providing additional evidence representing significant added value with respect to the evidence already in the Commission’s possession as that evidence strengthened to a large extent the Commission’s ability to prove the infringements; (ii) acknowledging the infringements of Article 101 TFEU in relation to the conduct; and (iii) waiving certain procedural rights, resulting in administrative efficiencies.

(8)

In accordance with Article 16 of Decision 2011/695/EU, I have examined whether the draft decision deals only with objections in respect of which D&M has been afforded the opportunity of making known its views. I conclude that it does.

(9)

Overall, I consider that the effective exercise of procedural rights has been respected in this case.

Brussels, 12 July 2018.

Wouter WILS

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(1)  Pursuant to Articles 16 and 17 of Decision 2011/695/EU of the President of the European Commission of 13 October 2011 on the function and terms of reference of the hearing officer in certain competition proceedings (OJ L 275, 20.10.2011, p. 29).

1

(2)  Commission Regulation (EC) No 773/2004 of 7 April 2004 relating to the conduct of proceedings by the Commission pursuant to Articles 81 and 82 of the EC Treaty (OJ L 123, 27.4.2004, p. 18).

2

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| 20.9.2018 | EN | Official Journal of the European Union | C 335/5 |
| --- | --- | --- | --- |

20.9.2018

EN

Official Journal of the European Union

C 335/5

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Summary of Commission Decision

of 24 July 2018

relating to a proceeding under Article 101 of the Treaty on the Functioning of the European Union

(Case AT.40469 — Denon & Marantz (vertical restraints))

(notified under document number C(2018) 4774 final)

(Only the English text is authentic)

(2018/C 335/05)

On 24 July 2018, the Commission adopted a decision relating to a proceeding under Article 101 of the Treaty on the Functioning of the European Union. In accordance with the provisions of Article 30 of Council Regulation (EC) No 1/2003 (1)
  , the Commission herewith publishes the names of the parties 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.   INTRODUCTION

| (1) | The Decision is addressed to D&M Holdings Inc., D&M Germany GmbH and D&M Europe BV (collectively ‘D&M’). D&M is a manufacturer in the audio/video consumer electronics and home entertainment sector. D&M Germany GmbH and D&M Europe BV are wholly-owned subsidiaries of D&M Holdings Inc. (Japan). |
| --- | --- |

(1)

| (2) | The Decision relates to two single and continuous infringements of Article 101 of the Treaty on the Functioning of the European Union (‘TFEU’). In violation of Article 101 TFEU D&M Germany GmbH and D&M Europe BV implemented practices aimed at restricting the ability of retailers to determine their resale prices independently in Germany and the Netherlands respectively. |
| --- | --- |

(2)

2.   CASE DESCRIPTION

2.1.   Procedure

| (3) | The case against D&M originated from unannounced inspections on 10 March 2015 at the premises of an online retailer in Germany selling, inter alia, D&M’s products. |
| --- | --- |

(3)

| (4) | On 2 February 2017 the Commission opened proceedings with a view to taking a decision under Chapter III of Council Regulation (EC) No 1/2003. |
| --- | --- |

(4)

| (5) | Shortly after the initiation of proceedings, D&M indicated its interest to cooperate with the Commission and submitted further evidence regarding the relevant conduct. |
| --- | --- |

(5)

| (6) | Subsequently, D&M submitted a formal offer to cooperate in view of the adoption of a decision pursuant to Article 7 and Article 23 of Council Regulation (EC) No 1/2003. |
| --- | --- |

(6)

| (7) | On 13 June 2018, the Commission adopted a Statement of Objections addressed to D&M. On 25 June 2018, D&M submitted its reply to the Statement of Objections. |
| --- | --- |

(7)

| (8) | The Advisory Committee on Restrictive Practices and Dominant Positions issued a favourable opinion on 10 July 2018. |
| --- | --- |

(8)

| (9) | The Commission adopted the Decision on 24 July 2018. |
| --- | --- |

(9)

2.2.   Addressees and duration

| (10) | The following undertakings have infringed Article 101 TFEU by directly participating, during the periods indicated below, in anti-competitive practices:






  Undertaking | Duration |
| --- | --- | --- |
| Infringment in Germany: D&M Germany GmbH | 19 April 2011 – 19 January 2015 |
| Infringment in the Netherlands: D&M Europe BV | 30 May 2011 – 6 February 2014 |

(10)

Undertaking

Duration

Infringment in Germany: D&M Germany GmbH

19 April 2011 – 19 January 2015

Infringment in the Netherlands: D&M Europe BV

30 May 2011 – 6 February 2014

2.3.   Summary of the infringements

| (11) | During the infringement periods, D&M monitored the resale prices of retailers and requested and obtained the agreement of retailers to increase the resale prices to the desired level. This was often achieved by way of putting commercial pressure on the low-pricing retailers and, in some cases, taking retaliatory measures against non-compliant retailers, in particular by temporarily blocking accounts and ceasing to supply the relevant products. |
| --- | --- |

(11)

| (12) | D&M in Germany and the Netherlands pursued a strategy aimed at achieving and maintaining a stable resale price level. Employees of D&M, including its management, monitored in each of the two Member States resale prices and regularly contacted retailers to request them to increase their resale prices. Such conduct was also motivated by complaints emanating from certain retailers about resale price pressure exerted by aggressive pricing by other retailers that were not allowing them to sell D&M products at the desired higher prices and thereby achieve the profit margins they had expected. Retailers regularly agreed to the requests of D&M and adjusted their resale prices. |
| --- | --- |

(12)

| (13) | D&M in Germany and the Netherlands applied pressure in the form of threats and took retaliatory measures vis-a-vis retailers that undercut desired price levels. |
| --- | --- |

(13)

2.4.   Remedies

| (14) | The Decision applies the 2006 Guidelines on Fines (2). |
| --- | --- |

(14)

2.4.1.   Basic amount of the fine

| (15) | In setting the fines, the Commission took into account the value of sales in 2014 for Germany and in 2013 for the Netherlands, which are the last full business years of the participation of D&M in the infringements. |
| --- | --- |

(15)

| (16) | The Commission took into account the fact that resale price maintenance, by its very nature, restricts competition within the meaning of Article 101(1) TFEU and that vertical agreements and concerted practices such as resale price maintenance are, by their nature, often less damaging to competition than horizontal agreements. Taking account of these factors and in light of the specific circumstances of the case the proportion of the values of sales is set at 7 %. |
| --- | --- |

(16)

| (17) | The Commission took into account the duration of the two single and continuous infringements, as mentioned above. |
| --- | --- |

(17)

2.4.2.   Adjustments to the basic amount

| (18) | There are no aggravating or mitigating circumstances in this case. |
| --- | --- |

(18)

2.4.3.   Application of the 10 % turnover limit

| (19) | None of the fines calculated exceed 10 % of D&M’s worldwide turnover. |
| --- | --- |

(19)

2.4.4.   Reduction of the fine in view of cooperation

| (20) | The Commission concludes that, in order to reflect that D&M has effectively cooperated with the Commission beyond its legal obligation to do so, the fine that would otherwise have been imposed should, pursuant to point 37 of the Guidelines on Fines, be reduced by 40 %. |
| --- | --- |

(20)

3.   CONCLUSION

| (21) | In light of the above, the final amount of the fine imposed on D&M pursuant to Article 23(2)(a) of Regulation (EC) No 1/2003 for the single and continuous infringement in Germany amounts to EUR 6 327 000 and for the single and continuous infringement in the Netherlands amounts to EUR 1 392 000. |
| --- | --- |

(21)

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

(2)  OJ C 210, 1.9.2006, p. 2.

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| 20.9.2018 | EN | Official Journal of the European Union | C 335/7 |
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20.9.2018

EN

Official Journal of the European Union

C 335/7

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Opinion of the Advisory Committee on mergers given at its meeting of 19 February 2018 regarding a draft decision relating to Case M.8394 — Essilor/Luxottica

Rapporteur: United Kingdom

(2018/C 335/06)

Operation

| 1. | The Advisory Committee (10 Member States) agrees with the Commission that the notified operation constitutes a concentration within the meaning of Article 3(1)(a) of the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the ‘EC Merger Regulation’) (1). |
| --- | --- |

1.

Union dimension

| 2. | The Advisory Committee (10 Member States) agrees with the Commission that the notified operation has a Union dimension pursuant to Article 1(2) of the Merger Regulation. |
| --- | --- |

2.

Product market

| 3. | The Advisory Committee (10 Member States) agrees with the Commission’s definitions of the relevant product markets as stated in the draft decision for the purpose of assessing the present operation, in particular:






  a. | the wholesale supply of ophthalmic substrate; |
| --- | --- | --- |

3.

a.

the wholesale supply of ophthalmic substrate;

| b. | the wholesale supply of finished ophthalmic lenses, leaving open the possibility of further segmentation by material, prescription design or distribution channel; |
| --- | --- |

b.

the wholesale supply of finished ophthalmic lenses, leaving open the possibility of further segmentation by material, prescription design or distribution channel;

| c. | the wholesale supply of frames, leaving open the possibility of further segmentation by price point, branding and distribution channel; |
| --- | --- |

c.

the wholesale supply of frames, leaving open the possibility of further segmentation by price point, branding and distribution channel;

| d. | the wholesale supply of sunglasses, leaving open the possibility of further segmentation by price point, branding and distribution channel; |
| --- | --- |

d.

the wholesale supply of sunglasses, leaving open the possibility of further segmentation by price point, branding and distribution channel;

| e. | the supply of ophthalmic machines, leaving open the possibility of further segmentation between surfacing, coating, industrial glazing and commercial glazing (‘table-top edgers’); |
| --- | --- |

e.

the supply of ophthalmic machines, leaving open the possibility of further segmentation between surfacing, coating, industrial glazing and commercial glazing (‘table-top edgers’);

| f. | the supply of consumables, with the precise definition left open; |
| --- | --- |

f.

the supply of consumables, with the precise definition left open;

| g. | the optical retail market, leaving open the possibility of further segmentation between bricks-and-mortar and online sales; and |
| --- | --- |

g.

the optical retail market, leaving open the possibility of further segmentation between bricks-and-mortar and online sales; and

| h. | the supply of contact lenses, leaving open the possibility of further segmentation between soft and hard lenses. |
| --- | --- |

h.

the supply of contact lenses, leaving open the possibility of further segmentation between soft and hard lenses.

Geographic market

| 4. | The Advisory Committee (10 Member States) agrees with the Commission’s definitions of the relevant geographic markets as stated in the draft decision, in particular:






  a. | the relevant market for ophthalmic substrate is at least EEA-wide in scope; |
| --- | --- | --- |

4.

a.

the relevant market for ophthalmic substrate is at least EEA-wide in scope;

| b. | the relevant markets for ophthalmic lenses and optical retail are national in scope; |
| --- | --- |

b.

the relevant markets for ophthalmic lenses and optical retail are national in scope;

| c. | the exact geographic markets for the supply of frames, sunglasses, and contact lenses, could be national or EEA-wide, but can be left open; and |
| --- | --- |

c.

the exact geographic markets for the supply of frames, sunglasses, and contact lenses, could be national or EEA-wide, but can be left open; and

| d. | the exact geographic markets for ophthalmic machines and consumables could be at least EEA-wide but can be left open. |
| --- | --- |

d.

the exact geographic markets for ophthalmic machines and consumables could be at least EEA-wide but can be left open.

Competitive assessment

Horizontal non-coordinated effects

| 5. | The Advisory Committee (10 Member States) agrees with the Commission’s assessment on horizontal non-coordinated effects, namely that the Transaction will not significantly impede effective competition in:






  a. | the ophthalmic lenses market in any EEA country, including the UK and Italy; |
| --- | --- | --- |

5.

a.

the ophthalmic lenses market in any EEA country, including the UK and Italy;

| b. | the frames and sunglasses markets in the EEA as a whole, or in any EEA country; |
| --- | --- |

b.

the frames and sunglasses markets in the EEA as a whole, or in any EEA country;

| c. | the optical retail market in any EEA country including the UK and Italy; and |
| --- | --- |

c.

the optical retail market in any EEA country including the UK and Italy; and

| d. | the award of brand licences for frames and sunglasses, either at EEA level or worldwide. |
| --- | --- |

d.

the award of brand licences for frames and sunglasses, either at EEA level or worldwide.

Vertical non-coordinated effects

| 6. | The Advisory Committee agrees (10 Member States) with the Commission’s assessment that the Transaction will not significantly impede competition in any vertically affected markets, as a result of on vertical non-coordinated effects, including:






  a. | between the supply of ophthalmic substrate by Essilor and the production of ophthalmic lenses by Luxottica; |
| --- | --- | --- |

6.

a.

between the supply of ophthalmic substrate by Essilor and the production of ophthalmic lenses by Luxottica;

| b. | between the supply of ophthalmic machines and consumables by Essilor and the production of ophthalmic lenses by Luxottica; |
| --- | --- |

b.

between the supply of ophthalmic machines and consumables by Essilor and the production of ophthalmic lenses by Luxottica;

| c. | between the supply of sun plano lenses (including NXT lenses) by Essilor and the production of sunglasses by Luxottica; |
| --- | --- |

c.

between the supply of sun plano lenses (including NXT lenses) by Essilor and the production of sunglasses by Luxottica;

| d. | between the supply of ophthalmic lenses by Essilor and Luxottica’s optical retail activities; |
| --- | --- |

d.

between the supply of ophthalmic lenses by Essilor and Luxottica’s optical retail activities;

| e. | between the supply of ophthalmic machines and consumables by Essilor and Luxottica’s optical retail activities, either at EEA or national level; and |
| --- | --- |

e.

between the supply of ophthalmic machines and consumables by Essilor and Luxottica’s optical retail activities, either at EEA or national level; and

| f. | between the supply of frames and sunglasses to optical retailers by Luxottica and Essilor’s optical retail activities, either at EEA or national level. |
| --- | --- |

f.

between the supply of frames and sunglasses to optical retailers by Luxottica and Essilor’s optical retail activities, either at EEA or national level.

Conglomerate non-coordinated effects

| 7. | The Advisory Committee agrees (10 Member States) with the Commission’s assessment on conglomerate non-coordinated effects, namely that the Transaction will not significantly impede effective competition in any affected markets, including as a result of:






  a. | Luxottica leveraging its position in frames and sunglasses to foreclose competitors in lenses, either at EEA or national level; |
| --- | --- | --- |

7.

a.

Luxottica leveraging its position in frames and sunglasses to foreclose competitors in lenses, either at EEA or national level;

| b. | Essilor leveraging its position in ophthalmic lenses to foreclose competitors in frames or sunglasses; |
| --- | --- |

b.

Essilor leveraging its position in ophthalmic lenses to foreclose competitors in frames or sunglasses;

| c. | Essilor leveraging its position in ophthalmic machines to foreclose competitors in frames or sunglasses at EEA level; or |
| --- | --- |

c.

Essilor leveraging its position in ophthalmic machines to foreclose competitors in frames or sunglasses at EEA level; or

| d. | Essilor and Luxottica leveraging their positions in ophthalmic lenses and frames and sunglasses to foreclose competitors in contact lenses or ophthalmic machines sold to eye care professionals at EEA level. |
| --- | --- |

d.

Essilor and Luxottica leveraging their positions in ophthalmic lenses and frames and sunglasses to foreclose competitors in contact lenses or ophthalmic machines sold to eye care professionals at EEA level.

Compatibility with internal market

| 8. | The Advisory Committee (10 Member States) agrees with the Commission’s view that the notified concentration should be declared compatible with the internal market and the functioning of the EEA Agreement, in accordance with Articles 2(2) and Article 8(1) of the Merger Regulation and Article 57 of the EEA Agreement. |
| --- | --- |

8.

---

(1)  OJ L 24, 29.1.2004, p. 1.

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| 20.9.2018 | EN | Official Journal of the European Union | C 335/9 |
| --- | --- | --- | --- |

20.9.2018

EN

Official Journal of the European Union

C 335/9

---

Final Report of the Hearing Officer (1)

Case M.8394 — Essilor/Luxottica

(2018/C 335/07)

1.

On 22 August 2017, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (2) (the ‘Merger Regulation’) by which the undertakings Essilor International (Compagnie Générale d’Optique) SA (‘Essilor’) and Luxottica Group SpA (‘Luxottica’) enter into a full merger within the meaning of Article 3(1)(a) of the Merger Regulation (the ‘Proposed Transaction’). Essilor and Luxottica are designated hereinafter as the ‘Parties’.

2.

On 26 September 2017, the Commission adopted a decision initiating proceedings pursuant to Article 6(1)(c) of the Merger Regulation to which the Parties submitted their response on 7 October 2017.

3.

On 17 October 2017, the Parties requested an extension of the legal deadline by ten working days pursuant to Article 10(3) of the Merger Regulation. On 31 October 2017 the Commission adopted a decision under Article 11(3) of the Merger Regulation, requiring Luxottica to supply certain information which the Commission had requested on 9 October 2017, pursuant to Article 11(2) of the Merger Regulation and which Luxottica had failed to submit within the time limit fixed by the Commission. Pursuant to Article 10(4) of the Merger Regulation, this decision also suspended the time limit referred to in Article 10(3) of the Merger Regulation until the Commission would receive the required information. The deadline suspension ended on 7 November 2017, following Luxottica’s submission to the Commission of the sought information.

4.

On 19 December 2017 Essilor submitted to the Commission a number of documents which it had inadvertently excluded from its response to the Commission’s request for information (‘RFI’) dated 3 October 2017. On 21 December 2017, the Commission, with the agreement of the Parties, extended the time limit of the proceedings by ten working days pursuant to Article 10(3) of the Merger Regulation, in order to allow it to assess whether Essilor answered this RFI fully and satisfactorily.

5.

Two competitors of the merging entities, Hoya Corporation and Rodenstock GmbH, having demonstrated a ‘sufficient interest’ within the meaning of Article 18(4) of the Merger Regulation, have been admitted as interested third persons. These interested third persons confirmed that they received sufficient information from the Commission about the nature and subject matter of the procedure to make known their views.

6.

The Commission did not issue a statement of objections pursuant to Article 13(2) of Commission Regulation (EC) No 802/2004 (3). There was no formal oral hearing in accordance with Article 14 of that regulation.

7.

Following its investigation, the Commission concluded that the Proposed Transaction would not significantly impede effective competition in the internal market or in a substantial part of it. The decision therefore declares the Proposed Transaction compatible with the internal market and the EEA Agreement.

8.

I have not received any complaint from the Parties or any interested third person about the exercise of their right to be heard. Overall, I consider that the effective exercise of procedural rights has been respected during the present proceedings.

Brussels, 21 February 2018.

Joos STRAGIER

---

(1)  Pursuant to Articles 16 and 17 of Decision 2011/695/EU of the President of the European Commission of 13 October 2011 on the function and terms of reference of the hearing officer in certain competition proceedings (OJ L 275, 20.10.2011, p. 29).

1

(2)  OJ L 24, 29.1.2004, p. 1.

2

(3)  Commission Regulation (EC) No 802/2004 of 7 April 2004 implementing Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (OJ L 133, 30.4.2004, p. 1; corrigendum OJ L 172, 6.5.2004, p. 9).

3

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| 20.9.2018 | EN | Official Journal of the European Union | C 335/10 |
| --- | --- | --- | --- |

20.9.2018

EN

Official Journal of the European Union

C 335/10

---

Summary of Commission Decision

of 1 March 2018

declaring a concentration compatible with the internal market and the functioning of the EEA Agreement

(Case M.8394 — Essilor/Luxottica)

(notified under document C(2018) 1198 final)

(Only the English version is authentic)

(Text with EEA relevance)

(2018/C 335/08)

On 1 March 2018 the Commission adopted a Decision in a merger case under Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EC Merger Regulation) (1)
  , and in particular Article 8(1) of that Regulation. A non-confidential version of the full Decision, as the case may be in the form of a provisional version, can be found in the authentic language of the case on the website of the Directorate-General for Competition, at the following address: http://ec.europa.eu/comm/competition/index_en.html

(1)

The attached decision declares the merger between Essilor International (Compagnie Générale d'Optique) SA (‘Essilor’, France) and Luxottica Group SpA (‘Luxottica’, Italy) to be compatible with the internal market and the EEA Agreement, in accordance with Articles 2(2) and Article 8(1) of the Merger Regulation and Article 57 of the EEA Agreement.

(2)

On 22 August 2017, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (‘the Merger Regulation’) by which the undertakings Essilor and Luxottica enter into a full merger within the meaning of Article 3(1)(a) of the Merger Regulation (‘the Transaction’). Essilor and Luxottica are together referred to as ‘the Parties’. The company resulting from the merger is referred to as ‘the Merged Entity’.

I.   THE PARTIES AND THE TRANSACTION

THE PARTIES AND THE TRANSACTION

| (3) | The Transaction concerns the full merger of Essilor and Luxottica. On 15 January 2017, Luxottica's controlling shareholder, Delfin, and Essilor entered into a Combination Agreement. As a result of the Transaction's implementation Essilor will become a pure holding company with the new name ‘EssilorLuxottica’ (HoldCo) controlling two subsidiaries: (i) Luxottica; and (ii) New Essilor resulting from a hive-down of Essilor's operating activities. |
| --- | --- |

(3)

The Transaction concerns the full merger of Essilor and Luxottica. On 15 January 2017, Luxottica's controlling shareholder, Delfin, and Essilor entered into a Combination Agreement. As a result of the Transaction's implementation Essilor will become a pure holding company with the new name ‘EssilorLuxottica’ (HoldCo) controlling two subsidiaries: (i) Luxottica; and (ii) New Essilor resulting from a hive-down of Essilor's operating activities.

| (4) | Essilor is a company headquartered in France which is mainly active in the manufacture and wholesale distribution of ophthalmic lenses. It also manufactures optical instruments, machines and consumables for eye-care professionals and lens manufacturers. Essilor is also active to a lesser extent in the manufacture and sale of eyewear and in online retail sales. In 2016, Essilor generated sales of approximately EUR 7 billion. |
| --- | --- |

(4)

Essilor is a company headquartered in France which is mainly active in the manufacture and wholesale distribution of ophthalmic lenses. It also manufactures optical instruments, machines and consumables for eye-care professionals and lens manufacturers. Essilor is also active to a lesser extent in the manufacture and sale of eyewear and in online retail sales. In 2016, Essilor generated sales of approximately EUR 7 billion.

| (5) | Luxottica is a company headquartered in Italy, which designs, manufactures and distributes prescription frames and sunglasses marketed under a portfolio of both proprietary and licensed brands. It is also active in optical retail, but only to a limited extent in Europe, and in the wholesale of lenses following the recent opening of a laboratory in Italy. In 2016, Luxottica generated sales of approximately EUR 9 billion. |
| --- | --- |

(5)

Luxottica is a company headquartered in Italy, which designs, manufactures and distributes prescription frames and sunglasses marketed under a portfolio of both proprietary and licensed brands. It is also active in optical retail, but only to a limited extent in Europe, and in the wholesale of lenses following the recent opening of a laboratory in Italy. In 2016, Luxottica generated sales of approximately EUR 9 billion.

II.   EU DIMENSION

EU DIMENSION

| (6) | The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 5 000 million (2). Each of them has an EU-wide turnover in excess of EUR 250 million, but they do not achieve more than two thirds of their aggregate EU-wide turnover within one and the same Member State. |
| --- | --- |

(6)

The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 5 000 million (2

III.   THE PROCEDURE

THE PROCEDURE

| (7) | Based on its market investigation, the Commission raised serious doubts as to the compatibility of the Transaction with the internal market and adopted a Decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation on 26 September 2017. |
| --- | --- |

(7)

Based on its market investigation, the Commission raised serious doubts as to the compatibility of the Transaction with the internal market and adopted a Decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation on 26 September 2017.

| (8) | On 17 October 2017, the Parties requested an extension of the legal deadline by ten working days pursuant to Article 10(3) second subparagraph, first sentence of the Merger Regulation. |
| --- | --- |

(8)

On 17 October 2017, the Parties requested an extension of the legal deadline by ten working days pursuant to Article 10(3) second subparagraph, first sentence of the Merger Regulation.

| (9) | On 19 October 2017, the Commission adopted a decision pursuant to Article 11(3) requiring Essilor to supply information responsive to a request for information by the Commission. |
| --- | --- |

(9)

On 19 October 2017, the Commission adopted a decision pursuant to Article 11(3) requiring Essilor to supply information responsive to a request for information by the Commission.

| (10) | On 31 October 2017, the Commission adopted a decision pursuant to Articles 10(4) and 11(3) of the Merger Regulation requiring Luxottica to supply documents responsive to a request for information by the Commission. The merger review limit was suspended from 25 October 2017 until 7 November 2017. |
| --- | --- |

(10)

On 31 October 2017, the Commission adopted a decision pursuant to Articles 10(4) and 11(3) of the Merger Regulation requiring Luxottica to supply documents responsive to a request for information by the Commission. The merger review limit was suspended from 25 October 2017 until 7 November 2017.

| (11) | On 21 December 2017, the Commission, with the agreement of the Parties, extended the time limit of the proceedings by ten working days until 22 March 2018 pursuant to Article 10(3) of the Merger Regulation, in order to allow it to assess a late submission of documents previously omitted by the Parties. |
| --- | --- |

(11)

On 21 December 2017, the Commission, with the agreement of the Parties, extended the time limit of the proceedings by ten working days until 22 March 2018 pursuant to Article 10(3) of the Merger Regulation, in order to allow it to assess a late submission of documents previously omitted by the Parties.

IV.   ASSESSMENT

ASSESSMENT

| (12) | The Transaction concerns the optical value chain in the EEA. The relevant product and geographic markets are defined as follows: |
| --- | --- |

(12)

The Transaction concerns the optical value chain in the EEA. The relevant product and geographic markets are defined as follows:

1.   Relevant market definitions

Relevant market definitions

1.1.   Ophthalmic substrate

Ophthalmic substrate

| (13) | The Commission considers that the market for ophthalmic substrate, an input for the production of made-to-order ophthalmic lenses, is separate from the market for ophthalmic lenses as there is neither demand-side nor supply-side substitutability between lenses and substrate. In line with its precedents the Commission considers that the market for ophthalmic substrate is at least EEA-wide in scope. |
| --- | --- |

(13)

The Commission considers that the market for ophthalmic substrate, an input for the production of made-to-order ophthalmic lenses, is separate from the market for ophthalmic lenses as there is neither demand-side nor supply-side substitutability between lenses and substrate. In line with its precedents the Commission considers that the market for ophthalmic substrate is at least EEA-wide in scope.

1.2.   Wholesale supply of ophthalmic lenses

Wholesale supply of ophthalmic lenses

| (14) | The Commission considers that the relevant market is the market for the wholesale of finished ophthalmic lenses, including both clear and sunglass lenses. The investigation confirmed the relevance of potential segmentations by material, prescription design, and sales channel. However, such segmentations would not have any impact on the competitive assessment and can therefore be left open. The investigation confirmed further that the geographic market for the wholesale of ophthalmic lenses is national. |
| --- | --- |

(14)

The Commission considers that the relevant market is the market for the wholesale of finished ophthalmic lenses, including both clear and sunglass lenses. The investigation confirmed the relevance of potential segmentations by material, prescription design, and sales channel. However, such segmentations would not have any impact on the competitive assessment and can therefore be left open. The investigation confirmed further that the geographic market for the wholesale of ophthalmic lenses is national.

1.3.   Wholesale supply of frames

Wholesale supply of frames

| (15) | The Commission takes the view that the market for the wholesale of frames is separate from the market for the wholesale of sunglasses as there is no demand-side substitutability between the products. While there may be some supply-side substitutability, suppliers tend to have different strengths in either frames or sunglasses. |
| --- | --- |

(15)

The Commission takes the view that the market for the wholesale of frames is separate from the market for the wholesale of sunglasses as there is no demand-side substitutability between the products. While there may be some supply-side substitutability, suppliers tend to have different strengths in either frames or sunglasses.

| (16) | The Commission considers that the relevant market is the market for the wholesale supply of frames. Further sub-segmentation by price point, branding or sales channel would not have an impact on the competitive assessment and can therefore be left open. The geographic market definition for the wholesale of frames could be national or EEA-wide and can ultimately be left open. |
| --- | --- |

(16)

The Commission considers that the relevant market is the market for the wholesale supply of frames. Further sub-segmentation by price point, branding or sales channel would not have an impact on the competitive assessment and can therefore be left open. The geographic market definition for the wholesale of frames could be national or EEA-wide and can ultimately be left open.

1.4.   Wholesale supply of sunglasses

Wholesale supply of sunglasses

| (17) | The Commission considers that the relevant market is the market for the wholesale supply of sunglasses. Further sub-segmentation by price point, branding or sales channel would not have an impact on the competitive assessment and can therefore be left open. The geographic market definition for the wholesale of sunglasses could be national or EEA-wide and can ultimately be left open. |
| --- | --- |

(17)

The Commission considers that the relevant market is the market for the wholesale supply of sunglasses. Further sub-segmentation by price point, branding or sales channel would not have an impact on the competitive assessment and can therefore be left open. The geographic market definition for the wholesale of sunglasses could be national or EEA-wide and can ultimately be left open.

1.5.   Ophthalmic machines and consumables

Ophthalmic machines and consumables

| (18) | The Commission leaves open whether the market of ophthalmic machines should be further split between surfacing machines, coating machines, industrial glazing machines and commercial glazing machines (‘table-top edgers’) as the Transaction does not raise competition concerns in any of those markets. The Commission considers the market for ophthalmic machines and specifically commercial glazing machines (table-top edgers) to be at least EEA-wide in scope and leaves the precise market delineation open as it would not have an impact on the competitive assessment. |
| --- | --- |

(18)

The Commission leaves open whether the market of ophthalmic machines should be further split between surfacing machines, coating machines, industrial glazing machines and commercial glazing machines (‘table-top edgers’) as the Transaction does not raise competition concerns in any of those markets. The Commission considers the market for ophthalmic machines and specifically commercial glazing machines (table-top edgers) to be at least EEA-wide in scope and leaves the precise market delineation open as it would not have an impact on the competitive assessment.

| (19) | The Commission leaves open the definition of the relevant product market for consumables considering that the transaction hardly affects this market. The geographic market is at least EEA-wide in scope. |
| --- | --- |

(19)

The Commission leaves open the definition of the relevant product market for consumables considering that the transaction hardly affects this market. The geographic market is at least EEA-wide in scope.

1.6.   Optical retail

Optical retail

| (20) | The Commission leaves open whether the market for optical retail should be further segmented between brick-and-mortar and online sales as such segmentation would not have any impact on the competitive assessment. The Commission considers the markets for optical retail to be national in view of past practice and the results of the market investigation. |
| --- | --- |

(20)

The Commission leaves open whether the market for optical retail should be further segmented between brick-and-mortar and online sales as such segmentation would not have any impact on the competitive assessment. The Commission considers the markets for optical retail to be national in view of past practice and the results of the market investigation.

1.7.   Contact lenses

Contact lenses

| (21) | The Commission considers that the potential distinction between soft and hard lenses can be left open in this case as it would not have any impact on the outcome of the assessment. The Commission considers contact lens markets to be either national or EEA-wide in scope but that the geographic market definition can be left open since it does not have any impact on the competitive assessment. |
| --- | --- |

(21)

The Commission considers that the potential distinction between soft and hard lenses can be left open in this case as it would not have any impact on the outcome of the assessment. The Commission considers contact lens markets to be either national or EEA-wide in scope but that the geographic market definition can be left open since it does not have any impact on the competitive assessment.

2.   Competitive assessment

Competitive assessment

2.1.   Assessment of horizontal non-coordinated effects

Assessment of horizontal non-coordinated effects

2.1.1.   Wholesale of ophthalmic lenses

Wholesale of ophthalmic lenses

| (22) | The Commission found that in 2016, Luxottica entered the European market for ophthalmic lenses by opening a laboratory in Italy (Sedico). |
| --- | --- |

(22)

The Commission found that in 2016, Luxottica entered the European market for ophthalmic lenses by opening a laboratory in Italy (Sedico).

| (23) | The market investigation showed that a large majority of respondents do not see Luxottica as a meaningful player in lenses in coming years. |
| --- | --- |

(23)

The market investigation showed that a large majority of respondents do not see Luxottica as a meaningful player in lenses in coming years.

| (24) | Furthermore, rivals Hoya, Zeiss and Rodenstock appear to be better placed than Luxottica would have been to exert competitive pressure on Essilor. This is complemented by local competitors in a number of EEA countries and by competition from Asian suppliers for lower-value products. |
| --- | --- |

(24)

Furthermore, rivals Hoya, Zeiss and Rodenstock appear to be better placed than Luxottica would have been to exert competitive pressure on Essilor. This is complemented by local competitors in a number of EEA countries and by competition from Asian suppliers for lower-value products.

| (25) | The Commission therefore takes the view that despite Luxottica's recent entry into the ophthalmic lenses markets in Europe, the Transaction will not significantly impede effective competition as a result of horizontal non-coordinated effects in markets for ophthalmic lenses in any EEA country, in particular the UK and Italy. |
| --- | --- |

(25)

The Commission therefore takes the view that despite Luxottica's recent entry into the ophthalmic lenses markets in Europe, the Transaction will not significantly impede effective competition as a result of horizontal non-coordinated effects in markets for ophthalmic lenses in any EEA country, in particular the UK and Italy.

2.1.2.   Wholesale of prescription frames and sunglasses

Wholesale of prescription frames and sunglasses

| (26) | Essilor has been developing its frames and sunglasses business in the EEA in recent years. However, the Commission found Luxottica's and Essilor's brands to be distant competitors in prescription frames as Essilor's brands are positioned at lower price points, with Bolon and Costa as the only exceptions. Essilor acquired US-based Costa in 2014 and Chinese-based Bolon in 2013, [...]. Both brands were launched in the European market in 2016 and are currently being rolled out in several EU countries. |
| --- | --- |

(26)

Essilor has been developing its frames and sunglasses business in the EEA in recent years. However, the Commission found Luxottica's and Essilor's brands to be distant competitors in prescription frames as Essilor's brands are positioned at lower price points, with Bolon and Costa as the only exceptions. Essilor acquired US-based Costa in 2014 and Chinese-based Bolon in 2013, [...]. Both brands were launched in the European market in 2016 and are currently being rolled out in several EU countries.

| (27) | However, Costa and Bolon [...] if the company had achieved its sales objectives for its top eyewear brands by 2020, it would represent only about 2 % of the EEA branded eyewear market. |
| --- | --- |

(27)

However, Costa and Bolon [...] if the company had achieved its sales objectives for its top eyewear brands by 2020, it would represent only about 2 % of the EEA branded eyewear market.

| (28) | The market investigation showed that a large majority of respondents do not see Essilor as a meaningful player in frames or sunglasses in coming years. |
| --- | --- |

(28)

The market investigation showed that a large majority of respondents do not see Essilor as a meaningful player in frames or sunglasses in coming years.

| (29) | Furthermore, the merged entity will continue to face competition from other frames and sunglasses suppliers, offering a wide variety of brands, including Safilo and De Rigo among others. |
| --- | --- |

(29)

Furthermore, the merged entity will continue to face competition from other frames and sunglasses suppliers, offering a wide variety of brands, including Safilo and De Rigo among others.

| (30) | The Commission therefore takes the view that despite Essilor's recent launch of new eyewear brands such as Bolon and Costa in the EEA, the Transaction will not significantly impede effective competition as a result of horizontal non-coordinated effects in markets for prescription frames or in markets for sunglasses in the EEA as a whole or in any EEA country. |
| --- | --- |

(30)

The Commission therefore takes the view that despite Essilor's recent launch of new eyewear brands such as Bolon and Costa in the EEA, the Transaction will not significantly impede effective competition as a result of horizontal non-coordinated effects in markets for prescription frames or in markets for sunglasses in the EEA as a whole or in any EEA country.

2.1.3.   Optical retail

Optical retail

| (31) | The Commission found that there are no affected markets in optical retail in the EEA. In addition, Essilor brings small market share increments to the retail market, where Luxottica has limited market shares, including in the United Kingdom and Italy. Furthermore, Luxottica and Essilor are distant competitors in optical retail as Essilor focuses on online sales of contact lenses, while Luxottica specialises in brick-and-mortar retail of eyewear and online retail of sunglasses. |
| --- | --- |

(31)

The Commission found that there are no affected markets in optical retail in the EEA. In addition, Essilor brings small market share increments to the retail market, where Luxottica has limited market shares, including in the United Kingdom and Italy. Furthermore, Luxottica and Essilor are distant competitors in optical retail as Essilor focuses on online sales of contact lenses, while Luxottica specialises in brick-and-mortar retail of eyewear and online retail of sunglasses.

| (32) | The Commission concludes that the Transaction will not significantly impede effective competition as a result of horizontal non-coordinated effects in markets for optical retail in any EEA country, in particular the UK and Italy. |
| --- | --- |

(32)

The Commission concludes that the Transaction will not significantly impede effective competition as a result of horizontal non-coordinated effects in markets for optical retail in any EEA country, in particular the UK and Italy.

2.1.4.   Brand licensing

Brand licensing

| (33) | Both Essilor and Luxottica are active in brand licensing as actual or potential acquirers of licenses. The Commission found, however, that Essilor and Luxottica have different profiles because Luxottica's portfolio of licensed brands includes prestigious fashion and luxury brands while Essilor's has few brands with low brand appeal and achieves low market shares. |
| --- | --- |

(33)

Both Essilor and Luxottica are active in brand licensing as actual or potential acquirers of licenses. The Commission found, however, that Essilor and Luxottica have different profiles because Luxottica's portfolio of licensed brands includes prestigious fashion and luxury brands while Essilor's has few brands with low brand appeal and achieves low market shares.

2.2.   Assessment of vertical non-coordinated effects

Assessment of vertical non-coordinated effects

| (34) | The Commission concludes that the Transaction will not significantly impede effective competition as a result of vertical non-coordinated effects in the following vertically affected markets.






  (a) | With regard to the supply by Essilor of ophthalmic substrate as raw material and Luxottica's lens production, the Commission comes to this conclusion due to the presence of sufficient alternative suppliers of ophthalmic substrate and the very small market position of Luxottica in the downstream market for lenses in the EEA. |
| --- | --- | --- |

(34)

The Commission concludes that the Transaction will not significantly impede effective competition as a result of vertical non-coordinated effects in the following vertically affected markets.

(a)

With regard to the supply by Essilor of ophthalmic substrate as raw material and Luxottica's lens production, the Commission comes to this conclusion due to the presence of sufficient alternative suppliers of ophthalmic substrate and the very small market position of Luxottica in the downstream market for lenses in the EEA.

| (b) | In relation to the supply by Essilor of surfacing, coating and glazing machines as well as consumables and Luxottica's lens production, the Commission reaches its conclusion owing to the presence of sufficient alternative suppliers of ophthalmic machines and consumables and the very small market position of Luxottica in the downstream market for lenses in the EEA. |
| --- | --- |

(b)

In relation to the supply by Essilor of surfacing, coating and glazing machines as well as consumables and Luxottica's lens production, the Commission reaches its conclusion owing to the presence of sufficient alternative suppliers of ophthalmic machines and consumables and the very small market position of Luxottica in the downstream market for lenses in the EEA.

| (c) | As regards the supply by Essilor of sun plano lenses and Luxottica's sunglasses production, the Commission draws its conclusion in the light of Essilor's minimal sales and the existence of sufficient alternative suppliers (3). |
| --- | --- |

(c)

As regards the supply by Essilor of sun plano lenses and Luxottica's sunglasses production, the Commission draws its conclusion in the light of Essilor's minimal sales and the existence of sufficient alternative suppliers (3).

3

| (d) | In respect of the supply by Essilor of lenses and Luxottica's retail activities, the Commission arrives at its conclusion considering the presence of sufficient alternative lens suppliers and the limited size of the merged entity's retail business in the EEA. |
| --- | --- |

(d)

In respect of the supply by Essilor of lenses and Luxottica's retail activities, the Commission arrives at its conclusion considering the presence of sufficient alternative lens suppliers and the limited size of the merged entity's retail business in the EEA.

| (e) | In respect of the supply by Essilor of commercial glazing machines and Luxottica's retail activities, the Commission arrives at its conclusion considering the presence of sufficient alternative suppliers of ophthalmic machines and the limited size of the merged entity's retail business in the EEA. |
| --- | --- |

(e)

In respect of the supply by Essilor of commercial glazing machines and Luxottica's retail activities, the Commission arrives at its conclusion considering the presence of sufficient alternative suppliers of ophthalmic machines and the limited size of the merged entity's retail business in the EEA.

| (f) | As for the supply by Luxottica of frames and sunglasses and Essilor's retail activities, the Commission comes to its conclusion in view of Essilor's very limited presence in optical retail. |
| --- | --- |

(f)

As for the supply by Luxottica of frames and sunglasses and Essilor's retail activities, the Commission comes to its conclusion in view of Essilor's very limited presence in optical retail.

2.3.   Assessment of conglomerate non-coordinated effects

Assessment of conglomerate non-coordinated effects

| (35) | The Transaction leads to conglomerate links between the Parties' wholesale of eyewear, lenses, table-top edgers and contact lenses since the Parties sell those products to the same customer base in the EEA, namely to optical retailers. |
| --- | --- |

(35)

The Transaction leads to conglomerate links between the Parties' wholesale of eyewear, lenses, table-top edgers and contact lenses since the Parties sell those products to the same customer base in the EEA, namely to optical retailers.

| (36) | The Commission's assessment of conglomerate non-coordinated effects focuses on (i) the potential leveraging of Luxottica's position in eyewear to foreclose competitors in lenses; (ii) the potential leveraging of Essilor's position in lenses to foreclose competitors in eyewear; (iii) the potential leveraging of Essilor's position in ophthalmic machines (table-top edgers) to foreclose competitors in eyewear; (iv) the leveraging of Luxottica's position in eyewear to foreclose competitors in contact lenses or ophthalmic machines. |
| --- | --- |

(36)

The Commission's assessment of conglomerate non-coordinated effects focuses on (i) the potential leveraging of Luxottica's position in eyewear to foreclose competitors in lenses; (ii) the potential leveraging of Essilor's position in lenses to foreclose competitors in eyewear; (iii) the potential leveraging of Essilor's position in ophthalmic machines (table-top edgers) to foreclose competitors in eyewear; (iv) the leveraging of Luxottica's position in eyewear to foreclose competitors in contact lenses or ophthalmic machines.

2.3.1.   Leveraging of Luxottica's position in eyewear to foreclose competitors in lenses

Leveraging of Luxottica's position in eyewear to foreclose competitors in lenses

Ability to foreclose

| (37) | The Commission takes the view that Luxottica has a certain degree of market power in the wholesale of sunglasses and a limited degree of market power in the wholesale of frames in the EEA but not sufficiently so to allow it to foreclose the Merged Entity's competitors in the lens markets. |
| --- | --- |

(37)

The Commission takes the view that Luxottica has a certain degree of market power in the wholesale of sunglasses and a limited degree of market power in the wholesale of frames in the EEA but not sufficiently so to allow it to foreclose the Merged Entity's competitors in the lens markets.

| (38) | While Luxottica has a market share of [40-50] % at EEA level in sunglasses, the Commission concludes that Luxottica's market power is insufficient to allow it to foreclose the Merged Entity's competitors in the lens markets. This conclusion is based mainly on the fact that a large share of optical stores does not carry any Luxottica sunglasses, on feedback from a large number of opticians about the importance of Luxottica's sunglasses brands, on the small part of revenues that sunglasses sales represent for opticians and on the relative margin levels of sunglasses suppliers. |
| --- | --- |

(38)

While Luxottica has a market share of [40-50] % at EEA level in sunglasses, the Commission concludes that Luxottica's market power is insufficient to allow it to foreclose the Merged Entity's competitors in the lens markets. This conclusion is based mainly on the fact that a large share of optical stores does not carry any Luxottica sunglasses, on feedback from a large number of opticians about the importance of Luxottica's sunglasses brands, on the small part of revenues that sunglasses sales represent for opticians and on the relative margin levels of sunglasses suppliers.

| (39) | The Merged Entity has a low market share in frames, at [10-20] % in the EEA, and the evidence collected by the Commission did not support claims that Luxottica has ‘must have’ frames brands for opticians. A large share of optical stores does not carry any Luxottica frames and the feedback received from a large number of opticians did not suggest that Luxottica's market power went beyond that indicated by its market share. |
| --- | --- |

(39)

The Merged Entity has a low market share in frames, at [10-20] % in the EEA, and the evidence collected by the Commission did not support claims that Luxottica has ‘must have’ frames brands for opticians. A large share of optical stores does not carry any Luxottica frames and the feedback received from a large number of opticians did not suggest that Luxottica's market power went beyond that indicated by its market share.

Incentives to foreclose

| (40) | The Commission considers that a distinction should be made between the incentives of the Merged Entity to engage in tying (where the Merged Entity would make its sales of Luxottica sunglasses or frames, or both, conditional on the customer also purchasing Essilor lenses), which appear to be limited, and incentives to engage in mixed bundling (where the Merged Entity would offer a bundle of Luxottica sunglasses or frames, or both, on the one hand and Essilor lenses on the other hand at a cheaper price than when the products are purchased individually), which are more likely. |
| --- | --- |

(40)

The Commission considers that a distinction should be made between the incentives of the Merged Entity to engage in tying (where the Merged Entity would make its sales of Luxottica sunglasses or frames, or both, conditional on the customer also purchasing Essilor lenses), which appear to be limited, and incentives to engage in mixed bundling (where the Merged Entity would offer a bundle of Luxottica sunglasses or frames, or both, on the one hand and Essilor lenses on the other hand at a cheaper price than when the products are purchased individually), which are more likely.

Incentives to engage in tying

| (41) | The Commission considers that the Merged Entity will not have any incentives to engage in tying by using its position in frames and/or sunglasses to induce opticians to buy more Essilor lenses. Luxottica has used tying of different products only to a very limited extent in the past and there are no indications in the Parties' internal documents that they plan to tie sales of eyewear with sales of lenses following the Transaction. In addition, a significant number of customers responding to the market investigation indicated that they would in general reject any tying practices and that this would encourage them to seek alternative suppliers. Moreover, Luxottica's variable cost margins on a pair of sunglasses and frames are higher than Essilor's margins on a pair of lenses, indicating – together with the other results of the Commission's investigation – that the Merged Entity is likely to incur significant losses if it engages in tying. |
| --- | --- |

(41)

The Commission considers that the Merged Entity will not have any incentives to engage in tying by using its position in frames and/or sunglasses to induce opticians to buy more Essilor lenses. Luxottica has used tying of different products only to a very limited extent in the past and there are no indications in the Parties' internal documents that they plan to tie sales of eyewear with sales of lenses following the Transaction. In addition, a significant number of customers responding to the market investigation indicated that they would in general reject any tying practices and that this would encourage them to seek alternative suppliers. Moreover, Luxottica's variable cost margins on a pair of sunglasses and frames are higher than Essilor's margins on a pair of lenses, indicating – together with the other results of the Commission's investigation – that the Merged Entity is likely to incur significant losses if it engages in tying.

Incentives to engage in mixed bundling

| (42) | The Commission considers that the Merged Entity will have incentives to engage in mixed bundling by offering pairs of eyewear and matching lenses together as ‘complete jobs’ at a cheaper price than if purchased separately. This is based on past offers and future plans by both Essilor and Luxottica. |
| --- | --- |

(42)

The Commission considers that the Merged Entity will have incentives to engage in mixed bundling by offering pairs of eyewear and matching lenses together as ‘complete jobs’ at a cheaper price than if purchased separately. This is based on past offers and future plans by both Essilor and Luxottica.

Effects of foreclosure

| (43) | Even in the unlikely event of attempted foreclosure, the results of the market investigation did not suggest that the ability of lens rivals to exert competitive pressure on Essilor would be hindered if they lost market share. The available data on scale efficiencies does not suggest that suppliers with smaller market shares would suffer from a lack of scale economies. Moreover, according to the Commission's quantitative analysis, any hypothetical loss of market share by lens competitors would in any event be relatively modest. |
| --- | --- |

(43)

Even in the unlikely event of attempted foreclosure, the results of the market investigation did not suggest that the ability of lens rivals to exert competitive pressure on Essilor would be hindered if they lost market share. The available data on scale efficiencies does not suggest that suppliers with smaller market shares would suffer from a lack of scale economies. Moreover, according to the Commission's quantitative analysis, any hypothetical loss of market share by lens competitors would in any event be relatively modest.

| (44) | The Commission therefore takes the view that the Transaction will not significantly impede effective competition in markets for ophthalmic lenses as a result of conglomerate non-coordinated effects due to the leveraging of Luxottica's position in eyewear, either at EEA level or at national level. |
| --- | --- |

(44)

The Commission therefore takes the view that the Transaction will not significantly impede effective competition in markets for ophthalmic lenses as a result of conglomerate non-coordinated effects due to the leveraging of Luxottica's position in eyewear, either at EEA level or at national level.

2.3.2.   Leveraging of Essilor's position in ophthalmic lenses to foreclose competitors in eyewear

Leveraging of Essilor's position in ophthalmic lenses to foreclose competitors in eyewear

| (45) | Considering that customers have limited preferences for specific lens brands and stronger preferences for specific eyewear brands, it is unrealistic to assume that the Parties could use their position in lenses to impose eyewear sales on customers via a leveraging strategy. The Commission's investigation showed that any such attempt would be opposed by customers, who would be willing and able to switch to a competing lens supplier in order to avoid being pushed into purchasing Luxottica frames against their own better judgment. |
| --- | --- |

(45)

Considering that customers have limited preferences for specific lens brands and stronger preferences for specific eyewear brands, it is unrealistic to assume that the Parties could use their position in lenses to impose eyewear sales on customers via a leveraging strategy. The Commission's investigation showed that any such attempt would be opposed by customers, who would be willing and able to switch to a competing lens supplier in order to avoid being pushed into purchasing Luxottica frames against their own better judgment.

| (46) | While Essilor's lens market shares are appreciably higher than Luxottica's eyewear market shares, lenses are a far more commoditised product with only limited customer preference for specific brands. This is also reflected by the profit margins that companies earn in the two markets, which are considerably smaller for lenses than for eyewear (thus indicating an appreciably larger degree of pricing power in eyewear). The Commission considers that competitive harm through leverage from the lens market into the eyewear market is implausible in the current case. |
| --- | --- |

(46)

While Essilor's lens market shares are appreciably higher than Luxottica's eyewear market shares, lenses are a far more commoditised product with only limited customer preference for specific brands. This is also reflected by the profit margins that companies earn in the two markets, which are considerably smaller for lenses than for eyewear (thus indicating an appreciably larger degree of pricing power in eyewear). The Commission considers that competitive harm through leverage from the lens market into the eyewear market is implausible in the current case.

| (47) | The Commission concludes that the Merged Entity will not be able and will not have incentives to leverage its position in lenses in the EEA by linking its sales to those of frames or sunglasses to an extent that would cause foreclosure of competing suppliers of frames and sunglasses by reducing their ability or incentives to compete. |
| --- | --- |

(47)

The Commission concludes that the Merged Entity will not be able and will not have incentives to leverage its position in lenses in the EEA by linking its sales to those of frames or sunglasses to an extent that would cause foreclosure of competing suppliers of frames and sunglasses by reducing their ability or incentives to compete.

| (48) | The Commission therefore takes the view that the Transaction will not significantly impede effective competition in markets for frames or sunglasses as a result of conglomerate non-coordinated effects due to the leveraging of Essilor's position in lenses, either at EEA level or at national level. |
| --- | --- |

(48)

The Commission therefore takes the view that the Transaction will not significantly impede effective competition in markets for frames or sunglasses as a result of conglomerate non-coordinated effects due to the leveraging of Essilor's position in lenses, either at EEA level or at national level.

2.3.3.   Leveraging of Essilor's position in ophthalmic machines to foreclose competitors in eyewear

Leveraging of Essilor's position in ophthalmic machines to foreclose competitors in eyewear

| (49) | Essilor sells only one type of ophthalmic machines to ECPs, namely table-top edgers, in which it has a market share in the EEA of 40-45 %. Most of the demand for these products comes from customers with buyer power, such a large chains or buying groups. Competition from imports is increasing, with imports from outside the EEA already accounting for about 35 % of EEA demand. |
| --- | --- |

(49)

Essilor sells only one type of ophthalmic machines to ECPs, namely table-top edgers, in which it has a market share in the EEA of 40-45 %. Most of the demand for these products comes from customers with buyer power, such a large chains or buying groups. Competition from imports is increasing, with imports from outside the EEA already accounting for about 35 % of EEA demand.

| (50) | The Commission has found past instances of Essilor bundling sales of ophthalmic lenses and sales of ophthalmic machines, but not of Essilor tying those two product groups. Bundling Essilor's machines with frames or sunglasses would result in a high churn rate as opticians do not have strong brand preferences for ophthalmic machines. In addition, eyewear competitors would not be foreclosed as most of them have a global or international footprint. |
| --- | --- |

(50)

The Commission has found past instances of Essilor bundling sales of ophthalmic lenses and sales of ophthalmic machines, but not of Essilor tying those two product groups. Bundling Essilor's machines with frames or sunglasses would result in a high churn rate as opticians do not have strong brand preferences for ophthalmic machines. In addition, eyewear competitors would not be foreclosed as most of them have a global or international footprint.

| (51) | The Commission therefore takes the view that the Transaction will not significantly impede effective competition in markets for frames or sunglasses across national markets in the EEA as a result of conglomerate non-coordinated effects due to the leveraging of Essilor's position in optical machines sold to ECPs at the EEA level. |
| --- | --- |

(51)

The Commission therefore takes the view that the Transaction will not significantly impede effective competition in markets for frames or sunglasses across national markets in the EEA as a result of conglomerate non-coordinated effects due to the leveraging of Essilor's position in optical machines sold to ECPs at the EEA level.

2.3.4.   Leveraging of Luxottica's position in eyewear to foreclose competitors in contact lenses and ophthalmic machines

Leveraging of Luxottica's position in eyewear to foreclose competitors in contact lenses and ophthalmic machines

| (52) | The Commission has not found any evidence to substantiate the claim that the Merged Entity could leverage its strength in eyewear markets to foreclose competitors in other products sold to ECPs, in particular contact lenses and ophthalmic machines (table-top edgers). |
| --- | --- |

(52)

The Commission has not found any evidence to substantiate the claim that the Merged Entity could leverage its strength in eyewear markets to foreclose competitors in other products sold to ECPs, in particular contact lenses and ophthalmic machines (table-top edgers).

| (53) | Essilor is currently hardly active in the supply of contact lenses. It does not manufacture contact lenses but resells these products only to accommodate certain retailers. No optician has submitted during the market investigation that they would consider Essilor as a contact lenses supplier. |
| --- | --- |

(53)

Essilor is currently hardly active in the supply of contact lenses. It does not manufacture contact lenses but resells these products only to accommodate certain retailers. No optician has submitted during the market investigation that they would consider Essilor as a contact lenses supplier.

| (54) | For similar reasons as those set out in paragraphs (38) and (39), Luxottica does not hold a sufficient degree of market power in frames and sunglasses to foreclose suppliers of table-top edgers. Furthermore, opticians can easily switch away from Essilor's table-top edgers in response to any tied or bundled offer. |
| --- | --- |

(54)

For similar reasons as those set out in paragraphs (38) and (39), Luxottica does not hold a sufficient degree of market power in frames and sunglasses to foreclose suppliers of table-top edgers. Furthermore, opticians can easily switch away from Essilor's table-top edgers in response to any tied or bundled offer.

| (55) | The Commission therefore takes the view that the Transaction will not significantly impede effective competition in markets for contact lenses or table-top edges in the EEA as a result of conglomerate non-coordinated effects due to the leveraging of Luxottica's position in eyewear. |
| --- | --- |

(55)

The Commission therefore takes the view that the Transaction will not significantly impede effective competition in markets for contact lenses or table-top edges in the EEA as a result of conglomerate non-coordinated effects due to the leveraging of Luxottica's position in eyewear.

V.   CONCLUSION AND PROPOSAL

CONCLUSION AND PROPOSAL

| (56) | The attached Article 8(1) decision concludes that the Transaction would not significantly impede effective competition in the internal market or in a substantial part of it. Consequently, the attached decision declares the concentration compatible with the internal market and the EEA Agreement, in accordance with Articles 2(2) and Article 8(1) of the Merger Regulation and Article 57 of the EEA Agreement. |
| --- | --- |

(56)

The attached Article 8(1) decision concludes that the Transaction would not significantly impede effective competition in the internal market or in a substantial part of it. Consequently, the attached decision declares the concentration compatible with the internal market and the EEA Agreement, in accordance with Articles 2(2) and Article 8(1) of the Merger Regulation and Article 57 of the EEA Agreement.

---

(1)  OJ L 24, 29.1.2004, p. 1.

1

(2)  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission Consolidated Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1).

2

(3)  The Commission has also assessed claims of potential foreclosure from access to wet-block acetate, a component which is used to produce frames and sunglasses. Considering that Luxottica currently sources a moderate part of each of the two suppliers' capacity and that Essilor adds very little to Luxottica's wholesale eyewear activities in the EEA, the Commission concludes that there is no risk of foreclosure from access to wet-bloc acetate for eyewear competitors.

3

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Court of Auditors

| 20.9.2018 | EN | Official Journal of the European Union | C 335/17 |
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20.9.2018

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Official Journal of the European Union

C 335/17

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Special Report No 20/2018

‘The African Peace and Security Architecture: need to refocus EU support’

(2018/C 335/09)

The European Court of Auditors hereby informs you that Special Report No 20/2018 ‘The African Peace and Security Architecture: need to refocus EU support’ has just been published.

The report can be accessed for consultation or downloading on the European Court of Auditors' website: http://eca.europa.eu

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NOTICES CONCERNING THE EUROPEAN ECONOMIC AREA

EFTA Surveillance Authority

| 20.9.2018 | EN | Official Journal of the European Union | C 335/18 |
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20.9.2018

EN

Official Journal of the European Union

C 335/18

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State aid — Decision to raise no objections

(2018/C 335/10)

The EFTA Surveillance Authority raises no objections to the following state aid measure:

| Date of adoption of the decision | : | 14 June 2018 |
| --- | --- | --- |
| Case No | : | 82119 |
| Decision No | : | 061/18/COL |
| EFTA State | : | Norway |
| Region | : |
| Title (and/or name of the beneficiary) | : | Innovation and development scheme for news and current affairs media |
| Legal basis | : | Forskrift om innovasjons- og utviklingstilskudd til nyhets- og aktualitetsmedier |
| Type of measure | : | Scheme |
| Objective | : | Media pluralism |
| Form of aid | : | Grant |
| Budget | : | NOK 30 million |
| Intensity | : | 40 % (50 % for small enterprises) |
| Duration | : | 2018-2022 |
| Economic sectors | : | C.58.1 Publishing of books, periodicals and other publishing activities, C.60.1 Radio broadcasting, C.60.2 Television programming and broadcasting activities and C.63.9 Other information service activities |
| Name and address of the granting authority | : | The Norwegian Media Authority |
| Nygata 4 |
| NO-1607 Fredrikstad |
| NORWAY |

Date of adoption of the decision

:

14 June 2018

Case No

:

82119

Decision No

:

061/18/COL

EFTA State

:

Norway

Region

:

Title (and/or name of the beneficiary)

:

Innovation and development scheme for news and current affairs media

Legal basis

:

Forskrift om innovasjons- og utviklingstilskudd til nyhets- og aktualitetsmedier

Type of measure

:

Scheme

Objective

:

Media pluralism

Form of aid

:

Grant

Budget

:

NOK 30 million

Intensity

:

40 % (50 % for small enterprises)

Duration

:

2018-2022

Economic sectors

:

C.58.1 Publishing of books, periodicals and other publishing activities, C.60.1 Radio broadcasting, C.60.2 Television programming and broadcasting activities and C.63.9 Other information service activities

Name and address of the granting authority

:

The Norwegian Media Authority

Nygata 4

NO-1607 Fredrikstad

NORWAY

Other information

:

The authentic text of the decision, from which all confidential information has been removed, can be found on the EFTA Surveillance Authority’s website:

http://www.eftasurv.int/state-aid/state-aid-register/

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V Announcements

COURT PROCEEDINGS

EFTA Court

| 20.9.2018 | EN | Official Journal of the European Union | C 335/19 |
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20.9.2018

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Official Journal of the European Union

C 335/19

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JUDGMENT OF THE COURT

of 30 May 2018

in Case E-6/17

Fjarskipti hf. V Síminn hf.

(Article 54 EEA — Abuse of a dominant position — Margin squeeze — Right to claim damages — Applicability of provisions of the EEA Agreement in domestic proceedings — Significance of a final ruling of a competition authority)

(2018/C 335/11)

In Case E-6/17, Fjarskipti hf. v Síminn hf. — REQUEST to the Court under Article 34 of the Agreement between the EFTA States on the Establishment of a Surveillance Authority and a Court of Justice by the District Court of Reykjavík (Héraðsdómur Reykjavíkur) concerning the interpretation of Article 54 of the Agreement on the European Economic Area, the Court, composed of Páll Hreinsson, President, Per Christiansen (Judge-Rapporteur), and Martin Ospelt (ad hoc), Judges, gave judgment on 30 May 2018, the operative part of which is as follows:

| 1. | A natural or legal person must be able to rely on Article 54 EEA, as it is, or has been made, part of domestic law, in order to claim compensation before a national court for a violation of the prohibitions laid down in that provision. |
| --- | --- |

1.

A natural or legal person must be able to rely on Article 54 EEA, as it is, or has been made, part of domestic law, in order to claim compensation before a national court for a violation of the prohibitions laid down in that provision.

| 2. | It is not a prerequisite for a court’s assessment of a damages claim for violation of competition rules that a national competition authority has handed down a final ruling finding a violation of Article 54 EEA. Where a national competition authority has given such a ruling, EEA law does not require that the ruling is binding on the national courts in a follow-on action. In the absence of EEA law governing the procedure and remedies for violations of competition law, it falls under the procedural autonomy of each EEA State to lay down the detailed rules on the degree of significance to be attached to a final ruling, subject to the principles of equivalence and effectiveness. |
| --- | --- |

2.

It is not a prerequisite for a court’s assessment of a damages claim for violation of competition rules that a national competition authority has handed down a final ruling finding a violation of Article 54 EEA. Where a national competition authority has given such a ruling, EEA law does not require that the ruling is binding on the national courts in a follow-on action. In the absence of EEA law governing the procedure and remedies for violations of competition law, it falls under the procedural autonomy of each EEA State to lay down the detailed rules on the degree of significance to be attached to a final ruling, subject to the principles of equivalence and effectiveness.

| 3. | The fact that a dominant undertaking is obliged to purchase termination services from other operators at a rate higher than its own, does not preclude a finding that the dominant undertaking’s own pricing practice in the form of a margin squeeze constitutes an abuse of a dominant position within the meaning of Article 54 EEA. |
| --- | --- |

3.

The fact that a dominant undertaking is obliged to purchase termination services from other operators at a rate higher than its own, does not preclude a finding that the dominant undertaking’s own pricing practice in the form of a margin squeeze constitutes an abuse of a dominant position within the meaning of Article 54 EEA.

| 4. | It is sufficient for the finding of an unlawful margin squeeze in violation of Article 54 EEA that the undertaking in question is in a dominant position on the relevant wholesale market. It is not required that the undertaking holds a dominant position also on the relevant retail market. |
| --- | --- |

4.

It is sufficient for the finding of an unlawful margin squeeze in violation of Article 54 EEA that the undertaking in question is in a dominant position on the relevant wholesale market. It is not required that the undertaking holds a dominant position also on the relevant retail market.

---

| 20.9.2018 | EN | Official Journal of the European Union | C 335/20 |
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20.9.2018

EN

Official Journal of the European Union

C 335/20

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JUDGMENT OF THE COURT

of 30 May 2018

in Case E-9/17

Edmund Falkenhahn AG v The Financial Market Authority (Finanzmarktaufsicht)

(Directive 2009/110/EC — Electronic money institutions — Redemption at par value — Safeguarding requirements)

(2018/C 335/12)

In Case E-9/17, Edmund Falkenhahn AG v The Financial Market Authority (Finanzmarktaufsicht) — REQUEST to the Court under Article 34 of the Agreement between the EFTA States on the Establishment of a Surveillance Authority and a Court of Justice by the Liechtenstein Appeals Board of the Financial Market Authority (Beschwerdekommission der Finanzmarktaufsicht) concerning the interpretation of Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions amending Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC, the Court, composed of Páll Hreinsson, President, Per Christiansen (Judge-Rapporteur) and Martin Ospelt (ad hoc), Judges, gave judgment on 30 May 2018, the operative part of which is as follows:

| 1. | It is incompatible with Article 11(1) and (2) of Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions amending Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC if electronic money has a value different from par value on the receipt of funds at any time, including during the period between issuance and redemption. |
| --- | --- |

1.

It is incompatible with Article 11(1) and (2) of Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions amending Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC if electronic money has a value different from par value on the receipt of funds at any time, including during the period between issuance and redemption.

| 2. | The first and second subparagraphs of Article 7(2) of Directive 2009/110/EC, read in conjunction with Table 1 of point 14 of Annex I to Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions, define exhaustively what assets constitute secure, low-risk assets for the purposes of Article 7(1) of Directive 2009/110/EC. |
| --- | --- |

2.

The first and second subparagraphs of Article 7(2) of Directive 2009/110/EC, read in conjunction with Table 1 of point 14 of Annex I to Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions, define exhaustively what assets constitute secure, low-risk assets for the purposes of Article 7(1) of Directive 2009/110/EC.

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PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

| 20.9.2018 | EN | Official Journal of the European Union | C 335/21 |
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20.9.2018

EN

Official Journal of the European Union

C 335/21

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Prior notification of a concentration

(Case M.9054 — Broadcom/CA)

Candidate case for simplified procedure

(Text with EEA relevance)

(2018/C 335/13)

1.

This notification concerns the following undertakings:

| — | Broadcom Inc. (United States), |
| --- | --- |

—

Broadcom Inc. (United States),

| — | CA, Inc. (United States). |
| --- | --- |

—

CA, Inc. (United States).

Broadcom Inc. acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of CA, Inc..

The concentration is accomplished by way of merger.

2.

—   for Broadcom Inc.: manufacturing of semiconductors and hardware for communications, storage, and industrial applications;

—   for CA, Inc.: development of software that assists customers in developing, operating, testing, deploying, and securing their business applications and databases.

3.

Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under the Council Regulation (EC) No 139/2004 (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice.

4.

Observations must reach the Commission not later than 10 days following the date of this publication. The following reference should always be specified:

M.9054 — Broadcom/CA

Observations can be sent to the Commission by email, by fax, or by post. Please use the contact details below:

| Email: COMP-MERGER-REGISTRY@ec.europa.eu |
| --- |
| Fax +32 22964301 |
| Postal address: |
| European Commission |
| Directorate-General for Competition |
| Merger Registry |
| 1049 Bruxelles/Brussel |
| BELGIQUE/BELGIË |

Email: COMP-MERGER-REGISTRY@ec.europa.eu

Fax +32 22964301

Postal address:

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

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

1

(2)  OJ C 366, 14.12.2013, p. 5.

2

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| 20.9.2018 | EN | Official Journal of the European Union | C 335/23 |
| --- | --- | --- | --- |

20.9.2018

EN

Official Journal of the European Union

C 335/23

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Prior notification of a concentration

(Case M.9059 — CVC/Messer Group/Divestment Business)

(Text with EEA relevance)

(2018/C 335/14)

1.

This notification concerns the following undertakings:

| — | CVC Capital Partners SICAV-FIS SA (‘CVC’) (Luxembourg), |
| --- | --- |

—

CVC Capital Partners SICAV-FIS SA (‘CVC’) (Luxembourg),

| — | Messer Group GmbH (‘Messer’) (Germany), and |
| --- | --- |

—

Messer Group GmbH (‘Messer’) (Germany), and

| — | Divestment Business, which consists of assets and businesses in North and South America as well as global helium sourcing contracts and assets, being divested in the context of the proposed merger between Praxair, Inc. and Linde AG. |
| --- | --- |

—

Divestment Business, which consists of assets and businesses in North and South America as well as global helium sourcing contracts and assets, being divested in the context of the proposed merger between Praxair, Inc. and Linde AG.

CVC and Messer, through a newly created joint venture, acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of the Divestment Business.

The concentration is accomplished by way of purchase of shares.

2.

—   for Messer: industrial gases and related businesses as well as services related to those products,

—   for CVC: provision of advice to and management of investments funds and platforms,

—   for the Divestment Business: industrial gases and related businesses in North and South America as well as helium sourcing activities globally.

3.

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

4.

Observations must reach the Commission not later than 10 days following the date of this publication. The following reference should always be specified:

M.9059 — CVC/Messer Group/Divestment Business

Observations can be sent to the Commission by email, by fax, or by post. Please use the contact details below:

| Email: COMP-MERGER-REGISTRY@ec.europa.eu |
| --- |
| Fax +32 22964301 |
| Postal address: |
| European Commission |
| Directorate-General for Competition |
| Merger Registry |
| 1049 Bruxelles/Brussel |
| BELGIQUE/BELGIË |

Email: COMP-MERGER-REGISTRY@ec.europa.eu

Fax +32 22964301

Postal address:

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

---

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

1

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