# Official Journal C 306/2014

| | ISSN 1977-091X |
| --- | --- |
| Official Journal
  of the European Union | C 306 |
| | |
| English edition | Information and Notices | Volume 5710 September 2014 |

ISSN 1977-091X

Official Journal

of the European Union

C 306

English edition

Information and Notices

Volume 5710 September 2014

---

| Notice No | Contents | page |
| --- | --- | --- |
| | II   Information |
| | INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2014/C 306/01 | Non-opposition to a notified concentration (Case M.7362 — HIG/Aviapartner) (
  1
  ) | 1 |
| 2014/C 306/02 | Non-opposition to a notified concentration (Case M.7368 — Riverstone / Carlyle / Hestya / HES) (
  1
  ) | 1 |

Notice No

Contents

page

II   Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2014/C 306/01

Non-opposition to a notified concentration (Case M.7362 — HIG/Aviapartner) (
  1
  )

1

1

2014/C 306/02

Non-opposition to a notified concentration (Case M.7368 — Riverstone / Carlyle / Hestya / HES) (
  1
  )

1

1

| | IV   Notices |
| --- | --- |
| | NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2014/C 306/03 | Euro exchange rates | 2 |
| 2014/C 306/04 | Opinion of the Advisory Committee on mergers given at its meeting of 21 May 2014 regarding a draft decision relating to Case M.7009 — Holcim / Cemex West — Rapporteur: United Kingdom | 3 |
| 2014/C 306/05 | Final Report of the Hearing Officer — Holcim / Cemex West (M.7009) | 5 |
| 2014/C 306/06 | Summary of Commission Decision of 5 June 2014 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.7009 — Holcim/Cemex West) (notified under document C(2014) 3649)
   (
  1
  ) | 7 |

IV   Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2014/C 306/03

Euro exchange rates

2

2014/C 306/04

Opinion of the Advisory Committee on mergers given at its meeting of 21 May 2014 regarding a draft decision relating to Case M.7009 — Holcim / Cemex West — Rapporteur: United Kingdom

3

2014/C 306/05

Final Report of the Hearing Officer — Holcim / Cemex West (M.7009)

5

2014/C 306/06

Summary of Commission Decision of 5 June 2014 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.7009 — Holcim/Cemex West) (notified under document C(2014) 3649)
   (
  1
  )

(notified under document C(2014) 3649)

1

7

| | V   Announcements |
| --- | --- |
| | PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY |
| | European Commission |
| 2014/C 306/07 | Prior notification of a concentration (Case M.7360 — 21st Century Fox/Apollo) (
  1
  ) | 11 |

V   Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

2014/C 306/07

Prior notification of a concentration (Case M.7360 — 21st Century Fox/Apollo) (
  1
  )

1

11

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

---

(1)   Text with EEA relevance

1

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

EN

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II Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 10.9.2014 | EN | Official Journal of the European Union | C 306/1 |
| --- | --- | --- | --- |

10.9.2014

EN

Official Journal of the European Union

C 306/1

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Non-opposition to a notified concentration

(Case M.7362 — HIG/Aviapartner)

(Text with EEA relevance)

2014/C 306/01

On 3 September 2014, the Commission decided not to oppose the above notified concentration and to declare it compatible with the internal market. This decision is based on Article 6(1)(b) of Council Regulation (EC) No 139/2004 (1). The full text of the decision is available only in English language and will be made public after it is cleared of any business secrets it may contain. It will be available:

| — | in the merger section of the Competition website of the Commission (http://ec.europa.eu/competition/mergers/cases/). This website provides various facilities to help locate individual merger decisions, including company, case number, date and sectoral indexes, |
| --- | --- |

—

in the merger section of the Competition website of the Commission (http://ec.europa.eu/competition/mergers/cases/). This website provides various facilities to help locate individual merger decisions, including company, case number, date and sectoral indexes,

| — | in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32014M7362. EUR-Lex is the online access to the European law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32014M7362. EUR-Lex is the online access to the European law.

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

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| 10.9.2014 | EN | Official Journal of the European Union | C 306/1 |
| --- | --- | --- | --- |

10.9.2014

EN

Official Journal of the European Union

C 306/1

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Non-opposition to a notified concentration

(Case M.7368 — Riverstone / Carlyle / Hestya / HES)

(Text with EEA relevance)

2014/C 306/02

On 2 September 2014, the Commission decided not to oppose the above notified concentration and to declare it compatible with the internal market. This decision is based on Article 6(1)(b) of Council Regulation (EC) No 139/2004 (1). The full text of the decision is available only in English language and will be made public after it is cleared of any business secrets it may contain. It will be available:

| — | in the merger section of the Competition website of the Commission (http://ec.europa.eu/competition/mergers/cases/). This website provides various facilities to help locate individual merger decisions, including company, case number, date and sectoral indexes, |
| --- | --- |

—

in the merger section of the Competition website of the Commission (http://ec.europa.eu/competition/mergers/cases/). This website provides various facilities to help locate individual merger decisions, including company, case number, date and sectoral indexes,

| — | in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32014M7368. EUR-Lex is the online access to the European law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32014M7368. EUR-Lex is the online access to the European law.

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

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IV Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 10.9.2014 | EN | Official Journal of the European Union | C 306/2 |
| --- | --- | --- | --- |

10.9.2014

EN

Official Journal of the European Union

C 306/2

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Euro exchange rates (1)

9 September 2014

2014/C 306/03

1 euro =

| | Currency | Exchange rate |
| --- | --- | --- |
| USD | US dollar | 1,2902 |
| JPY | Japanese yen | 136,90 |
| DKK | Danish krone | 7,4450 |
| GBP | Pound sterling | 0,80050 |
| SEK | Swedish krona | 9,1708 |
| CHF | Swiss franc | 1,2060 |
| ISK | Iceland króna | |
| NOK | Norwegian krone | 8,1715 |
| BGN | Bulgarian lev | 1,9558 |
| CZK | Czech koruna | 27,678 |
| HUF | Hungarian forint | 316,84 |
| LTL | Lithuanian litas | 3,4528 |
| PLN | Polish zloty | 4,2030 |
| RON | Romanian leu | 4,4205 |
| TRY | Turkish lira | 2,8371 |
| AUD | Australian dollar | 1,3903 |
| CAD | Canadian dollar | 1,4163 |
| HKD | Hong Kong dollar | 9,9996 |
| NZD | New Zealand dollar | 1,5580 |
| SGD | Singapore dollar | 1,6268 |
| KRW | South Korean won | 1 335,06 |
| ZAR | South African rand | 14,0941 |
| CNY | Chinese yuan renminbi | 7,9177 |
| HRK | Croatian kuna | 7,6153 |
| IDR | Indonesian rupiah | 15 220,97 |
| MYR | Malaysian ringgit | 4,1200 |
| PHP | Philippine peso | 56,460 |
| RUB | Russian rouble | 47,8535 |
| THB | Thai baht | 41,428 |
| BRL | Brazilian real | 2,9374 |
| MXN | Mexican peso | 17,0106 |
| INR | Indian rupee | 78,1926 |

Currency

Exchange rate

USD

US dollar

1,2902

JPY

Japanese yen

136,90

DKK

Danish krone

7,4450

GBP

Pound sterling

0,80050

SEK

Swedish krona

9,1708

CHF

Swiss franc

1,2060

ISK

Iceland króna

NOK

Norwegian krone

8,1715

BGN

Bulgarian lev

1,9558

CZK

Czech koruna

27,678

HUF

Hungarian forint

316,84

LTL

Lithuanian litas

3,4528

PLN

Polish zloty

4,2030

RON

Romanian leu

4,4205

TRY

Turkish lira

2,8371

AUD

Australian dollar

1,3903

CAD

Canadian dollar

1,4163

HKD

Hong Kong dollar

9,9996

NZD

New Zealand dollar

1,5580

SGD

Singapore dollar

1,6268

KRW

South Korean won

1 335,06

ZAR

South African rand

14,0941

CNY

Chinese yuan renminbi

7,9177

HRK

Croatian kuna

7,6153

IDR

Indonesian rupiah

15 220,97

MYR

Malaysian ringgit

4,1200

PHP

Philippine peso

56,460

RUB

Russian rouble

47,8535

THB

Thai baht

41,428

BRL

Brazilian real

2,9374

MXN

Mexican peso

17,0106

INR

Indian rupee

78,1926

---

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

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| 10.9.2014 | EN | Official Journal of the European Union | C 306/3 |
| --- | --- | --- | --- |

10.9.2014

EN

Official Journal of the European Union

C 306/3

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Opinion of the Advisory Committee on mergers given at its meeting of 21 May 2014 regarding a draft decision relating to Case M.7009 — Holcim / Cemex West

Rapporteur: United Kingdom

2014/C 306/04

| 1. | The Advisory Committee agrees with the Commission that the notified transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. |
| --- | --- |

1.

The Advisory Committee agrees with the Commission that the notified transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

Union Dimension

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

2.

The Advisory Committee agrees with the Commission that the notified transaction has a Union dimension pursuant to Article 1(2) of the Merger Regulation.

Product and Geographic Market

| 3. | The Advisory Committee agrees with the Commission's conclusions that:






  3.1. | Since it is unlikely that the notified transaction will significantly impede effective competition even under the narrowest feasible product market definition, bulk grey cement, the exact relevant product market for grey cement can be left open. |
| --- | --- | --- |

3.

The Advisory Committee agrees with the Commission's conclusions that:

3.1.

Since it is unlikely that the notified transaction will significantly impede effective competition even under the narrowest feasible product market definition, bulk grey cement, the exact relevant product market for grey cement can be left open.

| 3.2. | The relevant geographic markets for grey cement should be defined as areas of radii of 150 km and 250 km around the parties' plants in Germany, Belgium and France.
  A minority disagrees. |
| --- | --- |

3.2.

The relevant geographic markets for grey cement should be defined as areas of radii of 150 km and 250 km around the parties' plants in Germany, Belgium and France.

A minority disagrees.

| 3.3. | Since it is unlikely that the notified transaction will significantly impede effective competition even under the narrowest feasible product market definition, the exact relevant product market for cementitious materials can be left open. |
| --- | --- |

3.3.

Since it is unlikely that the notified transaction will significantly impede effective competition even under the narrowest feasible product market definition, the exact relevant product market for cementitious materials can be left open.

| 3.4. | As it is unlikely that the notified transaction will significantly impede effective competition even under the narrowest feasible geographic market definition, the exact geographic market definition concerning granulated blast-furnace slag and ground granulated blast-furnace slag can be left open. |
| --- | --- |

3.4.

As it is unlikely that the notified transaction will significantly impede effective competition even under the narrowest feasible geographic market definition, the exact geographic market definition concerning granulated blast-furnace slag and ground granulated blast-furnace slag can be left open.

Competitive Assessment

| 4. | The Advisory Committee agrees with the Commission's conclusions that:






  4.1. | The notified transaction is unlikely to significantly impede effective competition in the markets for grey cement defined by circles with radii of 150 km or 250 km drawn around the parties' cement-production facilities in Germany, Belgium and France due to non-coordinated effects.
  A minority abstains. |
| --- | --- | --- |

4.

The Advisory Committee agrees with the Commission's conclusions that:

4.1.

The notified transaction is unlikely to significantly impede effective competition in the markets for grey cement defined by circles with radii of 150 km or 250 km drawn around the parties' cement-production facilities in Germany, Belgium and France due to non-coordinated effects.

A minority abstains.

| 4.2. | In the current case the Commission does not need to conclude whether there is current coordination in the markets under investigation due to the lack of merger-specific effects.
  A minority abstains. |
| --- | --- |

4.2.

In the current case the Commission does not need to conclude whether there is current coordination in the markets under investigation due to the lack of merger-specific effects.

A minority abstains.

| 4.3. | On balance, there is insufficient evidence to conclude that the notified transaction would appreciably increase Holcim's retaliation potential against suppliers in North Rhine-Westphalia.
  A minority abstains. |
| --- | --- |

4.3.

On balance, there is insufficient evidence to conclude that the notified transaction would appreciably increase Holcim's retaliation potential against suppliers in North Rhine-Westphalia.

A minority abstains.

| 4.4. | On balance, it is unlikely that the notified transaction would make coordination easier, more stable or more effective to a degree that could be considered to give rise to a significant impediment to effective competition on the various geographic markets for grey cement defined by radii of 150 km or 250 km drawn around the parties' cement-production facilities in Germany, Belgium and France.
  A minority abstains. |
| --- | --- |

4.4.

On balance, it is unlikely that the notified transaction would make coordination easier, more stable or more effective to a degree that could be considered to give rise to a significant impediment to effective competition on the various geographic markets for grey cement defined by radii of 150 km or 250 km drawn around the parties' cement-production facilities in Germany, Belgium and France.

A minority abstains.

| 4.5. | The notified transaction is unlikely to significantly impede competition in the various geographic markets for grey cement defined by circles with radii of 150 km or 250 km drawn around the Parties' cement-production facilities in Germany, Belgium and France due to coordinated effects.
  A minority abstains. |
| --- | --- |

4.5.

The notified transaction is unlikely to significantly impede competition in the various geographic markets for grey cement defined by circles with radii of 150 km or 250 km drawn around the Parties' cement-production facilities in Germany, Belgium and France due to coordinated effects.

A minority abstains.

| 4.6. | The notified transaction is unlikely to significantly impede effective competition in the market for grey cement within a 150/250 km cluster around the Obourg plant due to non-coordinated and coordinated effects through a capacity reduction in Obourg.
  A minority abstains. |
| --- | --- |

4.6.

The notified transaction is unlikely to significantly impede effective competition in the market for grey cement within a 150/250 km cluster around the Obourg plant due to non-coordinated and coordinated effects through a capacity reduction in Obourg.

A minority abstains.

| 4.7. | The notified transaction is unlikely to significantly impede effective competition on the relevant markets for: (i) granulated blast-furnace slag; and (ii) ground granulated blast-furnace slag.
  A minority abstains. |
| --- | --- |

4.7.

The notified transaction is unlikely to significantly impede effective competition on the relevant markets for: (i) granulated blast-furnace slag; and (ii) ground granulated blast-furnace slag.

A minority abstains.

Compatibility with Internal Market

| 5. | The Advisory Committee agrees with the Commission that the notified transaction must therefore be declared compatible with the internal market and the functioning of the EEA Agreement.
  A minority abstains. |
| --- | --- |

5.

The Advisory Committee agrees with the Commission that the notified transaction must therefore be declared compatible with the internal market and the functioning of the EEA Agreement.

A minority abstains.

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| 10.9.2014 | EN | Official Journal of the European Union | C 306/5 |
| --- | --- | --- | --- |

10.9.2014

EN

Official Journal of the European Union

C 306/5

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Final Report of the Hearing Officer (1)

Holcim / Cemex West (M.7009)

2014/C 306/05

I.   BACKGROUND

| 1. | On 3 September 2013, the European Commission (the ‘Commission’) received a notification of a proposed concentration pursuant to Article 4 of the Merger Regulation (2) by which Holcim Beteiligungs GmbH (Deutschland) (‘Holcim’) intends to acquire sole control over part of the activities in cement, ready-mix concrete, aggregates and cementitious materials of Cemex Group in western Germany and to some minor extent in France and the Netherlands (together ‘Cemex West’) within the meaning of Article 3(1)(b) of the Merger Regulation (the ‘Transaction’). |
| --- | --- |

1.

On 3 September 2013, the European Commission (the ‘Commission’) received a notification of a proposed concentration pursuant to Article 4 of the Merger Regulation (2) by which Holcim Beteiligungs GmbH (Deutschland) (‘Holcim’) intends to acquire sole control over part of the activities in cement, ready-mix concrete, aggregates and cementitious materials of Cemex Group in western Germany and to some minor extent in France and the Netherlands (together ‘Cemex West’) within the meaning of Article 3(1)(b) of the Merger Regulation (the ‘Transaction’).

| 2. | Under a Memorandum of Understanding signed on 12 July 2013, the Transaction is related to and dependant on other transactions by which Cemex Group will acquire control of the whole of Holcim’s activities in cement, ready-mix concrete and aggregates in the Czech Republic and Spain. The transactions are not assessed under the Merger Regulation as a single concentration as control is not acquired by the same undertaking (3). |
| --- | --- |

2.

Under a Memorandum of Understanding signed on 12 July 2013, the Transaction is related to and dependant on other transactions by which Cemex Group will acquire control of the whole of Holcim’s activities in cement, ready-mix concrete and aggregates in the Czech Republic and Spain. The transactions are not assessed under the Merger Regulation as a single concentration as control is not acquired by the same undertaking (3).

| 3. | The Transaction has an EU dimension within the meaning of Article 1(2) of the Merger Regulation. |
| --- | --- |

3.

The Transaction has an EU dimension within the meaning of Article 1(2) of the Merger Regulation.

II.   PROCEDURE

| 4. | By decision of 22 October 2013, the Commission initiated proceedings according to Article 6(1)(c) of the Merger Regulation. On 23 October 2013, Holcim was given access to non-confidential versions of certain key documents collected during the first phase investigation. On 5 November 2013, Holcim submitted its written response to the Article 6(1)(c) decision and, on 9 January 2014, Holcim submitted an amended and extended version of its written response. |
| --- | --- |

4.

By decision of 22 October 2013, the Commission initiated proceedings according to Article 6(1)(c) of the Merger Regulation. On 23 October 2013, Holcim was given access to non-confidential versions of certain key documents collected during the first phase investigation. On 5 November 2013, Holcim submitted its written response to the Article 6(1)(c) decision and, on 9 January 2014, Holcim submitted an amended and extended version of its written response.

Germany’s referral request

| 5. | On 26 September 2013, the German Competition Authority submitted a full referral request of the Transaction from the Commission to Germany under Article 9(2)(a) of the Merger Regulation. On 3 January 2014, the Commission adopted a decision pursuant to Article 9(3) of the Merger Regulation rejecting the referral request because in the present case there are no affected markets for grey cement which present all the characteristics of distinct markets within Germany and do not exceed the territory of Germany. |
| --- | --- |

5.

On 26 September 2013, the German Competition Authority submitted a full referral request of the Transaction from the Commission to Germany under Article 9(2)(a) of the Merger Regulation. On 3 January 2014, the Commission adopted a decision pursuant to Article 9(3) of the Merger Regulation rejecting the referral request because in the present case there are no affected markets for grey cement which present all the characteristics of distinct markets within Germany and do not exceed the territory of Germany.

Suspension and extension of the time limit

| 6. | Following failure of the parties to supply certain information within the set deadline of 11 November 2013, on 14 November 2013 the Commission issued two decisions under Article 11(3) of the Merger Regulation requesting Holcim and Cemex to supply the information. Consequently, the time limit to review the concentration referred to in Article 10 of the Merger Regulation was suspended between 12 November and 2 December 2013. On 22 January 2014, the Commission issued a third decision under Article 11(3) of the Merger Regulation requiring Holcim to supply information which had been requested on 14 November 2013 but which Holcim had not provided yet. The time limit to review the Transaction was suspended again between 19 December 2013 and 27 February 2014. |
| --- | --- |

6.

Following failure of the parties to supply certain information within the set deadline of 11 November 2013, on 14 November 2013 the Commission issued two decisions under Article 11(3) of the Merger Regulation requesting Holcim and Cemex to supply the information. Consequently, the time limit to review the concentration referred to in Article 10 of the Merger Regulation was suspended between 12 November and 2 December 2013. On 22 January 2014, the Commission issued a third decision under Article 11(3) of the Merger Regulation requiring Holcim to supply information which had been requested on 14 November 2013 but which Holcim had not provided yet. The time limit to review the Transaction was suspended again between 19 December 2013 and 27 February 2014.

| 7. | Under Article 10(3) of the Merger Regulation, following Holcim’s request, the time limit to review the Transaction was extended by 20 working days on 17 January 2014. |
| --- | --- |

7.

Under Article 10(3) of the Merger Regulation, following Holcim’s request, the time limit to review the Transaction was extended by 20 working days on 17 January 2014.

Scope of requests for information

| 8. | By letters of 25 November and 26 November 2013 respectively, Cemex España SA (the undertaking controlling the assets and businesses to be transferred to Holcim) and Holcim requested my intervention under Article 4(1) of Decision 2011/695/EU in order to safeguard their procedural and defence rights in relation to a request for information of 18 November 2013 under Article 11(2) of the Merger Regulation. |
| --- | --- |

8.

By letters of 25 November and 26 November 2013 respectively, Cemex España SA (the undertaking controlling the assets and businesses to be transferred to Holcim) and Holcim requested my intervention under Article 4(1) of Decision 2011/695/EU in order to safeguard their procedural and defence rights in relation to a request for information of 18 November 2013 under Article 11(2) of the Merger Regulation.

| 9. | Having reviewed their requests, I informed Cemex and Holcim that I was not competent to intervene under Article 4(1) of Decision 2011/695/EU because it is not applicable in the investigation phase of merger proceedings initiated by a notification and leading to either an authorisation or a prohibition decision (4). |
| --- | --- |

9.

Having reviewed their requests, I informed Cemex and Holcim that I was not competent to intervene under Article 4(1) of Decision 2011/695/EU because it is not applicable in the investigation phase of merger proceedings initiated by a notification and leading to either an authorisation or a prohibition decision (4).

Third persons

| 10. | The representatives of the employees at Holcim (‘Forum Européen’) demonstrated sufficient interest within the meaning of Article 18(4) of the Merger Regulation and were thus recognised as interested third persons. They received information of the nature and subject matter of the procedure and were given the opportunity to make known their views. |
| --- | --- |

10.

The representatives of the employees at Holcim (‘Forum Européen’) demonstrated sufficient interest within the meaning of Article 18(4) of the Merger Regulation and were thus recognised as interested third persons. They received information of the nature and subject matter of the procedure and were given the opportunity to make known their views.

III.   DRAFT DECISION

| 11. | The draft decision provides for an unconditional clearance of the proposed Transaction. Pursuant to Article 16(1) of Decision 2011/695/EU, upon its review, I conclude that the draft decision deals only with objections in respect of which the parties have been afforded the opportunity to make known their views. |
| --- | --- |

11.

The draft decision provides for an unconditional clearance of the proposed Transaction. Pursuant to Article 16(1) of Decision 2011/695/EU, upon its review, I conclude that the draft decision deals only with objections in respect of which the parties have been afforded the opportunity to make known their views.

| 12. | In view thereof, I conclude that the effective exercise of the procedural rights of all parties has been respected in this case. |
| --- | --- |

12.

In view thereof, I conclude that the effective exercise of the procedural rights of all parties has been respected in this case.

Brussels, 21 May 2014.

Joos STRAGIER

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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 (Decision 2011/695/EU) (OJ L 275, 20.10.2011, p. 29).

1

(2)  Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the ‘Merger Regulation’) (OJ L 24, 29.1.2004, p. 1).

2

(3)  The parallel transactions relating to the acquisition of Holcim activities in the Czech Republic and in Spain do not have an EU dimension within the meaning of Article 1(2) of the Merger Regulation. The acquisition of the Spanish activities of Holcim is however being reviewed by the Commission following a decision to accept the referral request made under Article 22(1) of the Merger Regulation by the Spanish Competition Authority (case M.7054 Cemex / Holcim Assets). The Czech Competition Authority did not join the referral request and examined Cemex’s acquisition of Holcim’s assets in the Czech Republic under the national merger control rules. The Czech Competition Authority approved the transaction on 12 March 2014.

3

(4)  Article 4(1) of Decision 2011/695/EU only applies in the context of the exercise of the Commission’s powers of investigation under Chapter V of Regulation No 1/2003 or in proceedings that can result in the imposition of fines pursuant to Article 14 of the Merger Regulation.

4

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| 10.9.2014 | EN | Official Journal of the European Union | C 306/7 |
| --- | --- | --- | --- |

10.9.2014

EN

Official Journal of the European Union

C 306/7

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Summary of Commission Decision

of 5 June 2014

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

(Case M.7009 — Holcim/Cemex West)

(notified under document C(2014) 3649)

(Only the English text is authentic)

(Text with EEA relevance)

2014/C 306/06

On 5 June 2014 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
   (1)
  , and in particular Article 8(1) of that Regulation. A non-confidential version of the full Decision 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

I.   THE PARTIES

| (1) | Holcim Beteiligungs GmbH (Deutschland) is the holding company of Holcim (Deutschland) AG. Holcim Beteiligungs GmbH (Deutschland) is fully controlled by Holcim Ltd, a joint stock company established under Swiss law, which is the ultimate parent company of the Holcim Group (or ‘Holcim’), a global supplier of cement, aggregates, ready-mix concrete as well as asphalt and cementitious materials with operations in more than 70 countries. |
| --- | --- |

(1)

Holcim Beteiligungs GmbH (Deutschland) is the holding company of Holcim (Deutschland) AG. Holcim Beteiligungs GmbH (Deutschland) is fully controlled by Holcim Ltd, a joint stock company established under Swiss law, which is the ultimate parent company of the Holcim Group (or ‘Holcim’), a global supplier of cement, aggregates, ready-mix concrete as well as asphalt and cementitious materials with operations in more than 70 countries.

| (2) | Cemex West consists of a number of operating entities that are wholly-owned or partially-owned by three companies (Cemex Deutschland AG, Cemex Kies and Split GmbH and Cemex Logistik GmbH). All three companies are subsidiaries of Cemex Central Europe GmbH which is a member of the Cemex Group. The Cemex Group (or ‘Cemex’), headquartered in Mexico with Cemex S.A.B. de C.V. as its ultimate parent company, is a global building materials company active in cement, ready-mix concrete, aggregates and related building materials in the Americas, Europe, Africa, the Middle East and Asia. |
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(2)

Cemex West consists of a number of operating entities that are wholly-owned or partially-owned by three companies (Cemex Deutschland AG, Cemex Kies and Split GmbH and Cemex Logistik GmbH). All three companies are subsidiaries of Cemex Central Europe GmbH which is a member of the Cemex Group. The Cemex Group (or ‘Cemex’), headquartered in Mexico with Cemex S.A.B. de C.V. as its ultimate parent company, is a global building materials company active in cement, ready-mix concrete, aggregates and related building materials in the Americas, Europe, Africa, the Middle East and Asia.

II.   THE OPERATION

| (3) | On 3 September 2013, the European Commission received a notification of a proposed transaction by which Holcim Beteiligungs GmbH (Deutschland) intends to acquire part of the Cemex Group’s activities in cement, ready-mix concrete, aggregates and cementitious materials in western Germany, including a small number of plants and sites located in France and the Netherlands (together ‘Cemex West’). |
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(3)

On 3 September 2013, the European Commission received a notification of a proposed transaction by which Holcim Beteiligungs GmbH (Deutschland) intends to acquire part of the Cemex Group’s activities in cement, ready-mix concrete, aggregates and cementitious materials in western Germany, including a small number of plants and sites located in France and the Netherlands (together ‘Cemex West’).

III.   UNION DIMENSION

| (4) | The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 5 000 million in 2012. Each of them has an EU-wide turnover in excess of EUR 250 million in 2012. Although Cemex West achieves more than two-thirds of its EU-wide turnover in one Member State (Germany), Holcim does not. The Notified Transaction therefore has a Union dimension within the meaning of Article 1(2) of Regulation (EC) No 139/2004. |
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(4)

The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 5 000 million in 2012. Each of them has an EU-wide turnover in excess of EUR 250 million in 2012. Although Cemex West achieves more than two-thirds of its EU-wide turnover in one Member State (Germany), Holcim does not. The Notified Transaction therefore has a Union dimension within the meaning of Article 1(2) of Regulation (EC) No 139/2004.

IV.   THE PROCEDURE

| (5) | The transaction was notified to the Commission on 3 September 2013. On 22 October 2013, the Commission found that the transaction raised serious doubts as to its compatibility with the internal market and adopted a decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation. |
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(5)

The transaction was notified to the Commission on 3 September 2013. On 22 October 2013, the Commission found that the transaction raised serious doubts as to its compatibility with the internal market and adopted a decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation.

| (6) | On 26 September 2013, the Commission received a request from Germany to refer the whole of the case to the German Competition Authority pursuant to Article 9(2)(a) of the Merger Regulation. After the initiation of proceedings by means of the Article 6(1)(c) decision, Germany sent a reminder of its referral request on 20 November 2013. On 3 January 2014, the Commission adopted a decision pursuant to Article 9(3) of the Merger Regulation, refusing the request. The refusal was based on the fact that the criterion of Article 9(2)(a) of the Merger Regulation was not fulfilled as there are no affected markets for grey cement in this case that present all of the characteristics of distinct markets within Germany. |
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(6)

On 26 September 2013, the Commission received a request from Germany to refer the whole of the case to the German Competition Authority pursuant to Article 9(2)(a) of the Merger Regulation. After the initiation of proceedings by means of the Article 6(1)(c) decision, Germany sent a reminder of its referral request on 20 November 2013. On 3 January 2014, the Commission adopted a decision pursuant to Article 9(3) of the Merger Regulation, refusing the request. The refusal was based on the fact that the criterion of Article 9(2)(a) of the Merger Regulation was not fulfilled as there are no affected markets for grey cement in this case that present all of the characteristics of distinct markets within Germany.

| (7) | The draft Decision was discussed with Member States during the Advisory Committee on Concentrations on 21 May 2014, which provided a favourable opinion. The Hearing Officer provided his favourable opinion on the proceedings on 21 May 2014. |
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(7)

The draft Decision was discussed with Member States during the Advisory Committee on Concentrations on 21 May 2014, which provided a favourable opinion. The Hearing Officer provided his favourable opinion on the proceedings on 21 May 2014.

V.   ASSESSMENT

Introduction

| (8) | The transaction concerns the building materials industry and notably cement, cementitious materials, aggregates and ready-mix concrete. |
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(8)

The transaction concerns the building materials industry and notably cement, cementitious materials, aggregates and ready-mix concrete.

| (9) | In the decision opening proceedings the Commission raised serious doubts as to the compatibility of the transaction with the internal market and with the EEA Agreement in relation to (i) grey cement and (ii) cementitious materials. Any potential overlaps between the Parties’ activities in other products do not give rise to affected markets. |
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(9)

In the decision opening proceedings the Commission raised serious doubts as to the compatibility of the transaction with the internal market and with the EEA Agreement in relation to (i) grey cement and (ii) cementitious materials. Any potential overlaps between the Parties’ activities in other products do not give rise to affected markets.

Grey cement

Relevant product market

| (10) | The market investigation in the present case has supported the Commission’s earlier findings and Holcim’s view that the two main types of cement (white and grey) constitute separate product markets. |
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(10)

The market investigation in the present case has supported the Commission’s earlier findings and Holcim’s view that the two main types of cement (white and grey) constitute separate product markets.

| (11) | The market investigation in the present case has also supported the Commission’s findings in previous cases that a further distinction within grey cement can be made according to whether it is sold bulk or bagged. However, given that there is no overlap in bagged cement, it is not necessary to conclude on this point. |
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(11)

The market investigation in the present case has also supported the Commission’s findings in previous cases that a further distinction within grey cement can be made according to whether it is sold bulk or bagged. However, given that there is no overlap in bagged cement, it is not necessary to conclude on this point.

| (12) | The Commission also investigated whether grey cement should be further segmented according to grades or classes. However, the market investigation did not confirm that such a further segmentation would be appropriate. |
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(12)

The Commission also investigated whether grey cement should be further segmented according to grades or classes. However, the market investigation did not confirm that such a further segmentation would be appropriate.

| (13) | The Commission therefore considers that the relevant product market for the assessment of the effects of the transaction is the overall market for grey cement. As the competitive assessment would not change even if a narrower market for bulk cement were considered, the exact product market definition can be left open in this respect. |
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(13)

The Commission therefore considers that the relevant product market for the assessment of the effects of the transaction is the overall market for grey cement. As the competitive assessment would not change even if a narrower market for bulk cement were considered, the exact product market definition can be left open in this respect.

Relevant geographic market

| (14) | The Commission considers in the circumstances of the present case that the relevant geographic markets should be defined as circular areas around the relevant cement plants, in line with the previous practice of the Commission. This approach allows the Commission to identify the customers which are likely to be affected by the transaction. |
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(14)

The Commission considers in the circumstances of the present case that the relevant geographic markets should be defined as circular areas around the relevant cement plants, in line with the previous practice of the Commission. This approach allows the Commission to identify the customers which are likely to be affected by the transaction.

| (15) | The Commission concludes in light of the existing and potential demand and supply patterns and the views of market participants that it is most appropriate in this case to assess the competitive effects of the transaction on different geographic markets on the basis of radii of 150 and 250 km around Cemex West. |
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(15)

The Commission concludes in light of the existing and potential demand and supply patterns and the views of market participants that it is most appropriate in this case to assess the competitive effects of the transaction on different geographic markets on the basis of radii of 150 and 250 km around Cemex West.

Competitive assessment

| (16) | Both Parties are active in the production and supply of grey cement. The grey cement production facilities of Cemex West are located in North Rhine-Westphalia. The Holcim grey cement production facilities closest to those of Cemex West are located in northern Germany and in Belgium. Holcim operates two integrated cement plants in Lower Saxony (in Lägerdorf and Höver) and one in Belgium (in Obourg). In addition it operates one grinding station in Bremen and one blending station in Belgium (in Antwerp). |
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(16)

Both Parties are active in the production and supply of grey cement. The grey cement production facilities of Cemex West are located in North Rhine-Westphalia. The Holcim grey cement production facilities closest to those of Cemex West are located in northern Germany and in Belgium. Holcim operates two integrated cement plants in Lower Saxony (in Lägerdorf and Höver) and one in Belgium (in Obourg). In addition it operates one grinding station in Bremen and one blending station in Belgium (in Antwerp).

| (17) | The Commission notes that in North Rhine-Westphalia, where Cemex West operates its cement plants, competitors operate a total of ten integrated cement plants. Both competitors and customers confirmed in the market investigation that there are a large number of firms competing out of North Rhine-Westphalia. |
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(17)

The Commission notes that in North Rhine-Westphalia, where Cemex West operates its cement plants, competitors operate a total of ten integrated cement plants. Both competitors and customers confirmed in the market investigation that there are a large number of firms competing out of North Rhine-Westphalia.

| (18) | The Parties’ combined market share in the 150 km cluster around Cemex West plants is [10-20] %, followed by competitors Heidelberg ([10-20] %) and Miebach ([10-20] %). Several other competitors are active in this area each having a market share in excess of 5 %: Spenner, Dyckerhoff, Seibel & Söhne, Gebrüder Seibel and Phoenix. |
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(18)

The Parties’ combined market share in the 150 km cluster around Cemex West plants is [10-20] %, followed by competitors Heidelberg ([10-20] %) and Miebach ([10-20] %). Several other competitors are active in this area each having a market share in excess of 5 %: Spenner, Dyckerhoff, Seibel & Söhne, Gebrüder Seibel and Phoenix.

| (19) | The Parties’ combined market share in the 250 km cluster around Cemex West plants is [20-30] %, followed by competitors Heidelberg ([10-20] %) and Dyckerhoff ([5-10] %). Several other competitors (Miebach, Spenner, Schwenk, Seibel & Söhne, Gebrüder Seibel and Phoenix) are active in this area with appreciable market shares. |
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(19)

The Parties’ combined market share in the 250 km cluster around Cemex West plants is [20-30] %, followed by competitors Heidelberg ([10-20] %) and Dyckerhoff ([5-10] %). Several other competitors (Miebach, Spenner, Schwenk, Seibel & Söhne, Gebrüder Seibel and Phoenix) are active in this area with appreciable market shares.

| (20) | The Commission assesses whether Cemex West imposes a competitive constraint on Holcim’s northern German plants in Bremen, Höver and Lägerdorf on the one hand and the Belgian plant in Obourg on the other hand. In that regard, the Commission concludes on the basis of the results of the market investigation that the transaction is unlikely to lead to the elimination of an important actual or potential competitor in the clusters around those Holcim plants. |
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(20)

The Commission assesses whether Cemex West imposes a competitive constraint on Holcim’s northern German plants in Bremen, Höver and Lägerdorf on the one hand and the Belgian plant in Obourg on the other hand. In that regard, the Commission concludes on the basis of the results of the market investigation that the transaction is unlikely to lead to the elimination of an important actual or potential competitor in the clusters around those Holcim plants.

| (21) | The Commission also analyses potential coordinated effects on the various geographic markets defined by circles with radii of 150 km or 250 km drawn around the Parties’ cement production facilities in Germany, Belgium and North-eastern France. |
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(21)

The Commission also analyses potential coordinated effects on the various geographic markets defined by circles with radii of 150 km or 250 km drawn around the Parties’ cement production facilities in Germany, Belgium and North-eastern France.

| (22) | The Commission considers that the most likely coordination scheme in the grey cement markets under investigation is customer allocation whereby competitors refrain from approaching rivals’ customers with low prices. The Commission has thus investigated whether cement competitors might face limited incentives to enter significantly into competitors’ geographic strongholds or, more generally, to address new customers aggressively. In this particular case, Holcim could be considered to have a geographic stronghold in Northern Germany and a significant position in certain parts of Belgium. |
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(22)

The Commission considers that the most likely coordination scheme in the grey cement markets under investigation is customer allocation whereby competitors refrain from approaching rivals’ customers with low prices. The Commission has thus investigated whether cement competitors might face limited incentives to enter significantly into competitors’ geographic strongholds or, more generally, to address new customers aggressively. In this particular case, Holcim could be considered to have a geographic stronghold in Northern Germany and a significant position in certain parts of Belgium.

| (23) | The Commission considers that there are several features of the grey cement markets under investigation that point to the existence of current coordination. The Commission thus concludes that while the affected cement markets around the Cemex West plants are not highly concentrated, which in itself could speak against coordinated behaviour, other features of the market make it prone to coordination. Moreover, various elements such as the relatively high gross margins and competitors’ expectations of targeted reactions to aggressive competition point towards coordination rather than short term profit maximization. |
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(23)

The Commission considers that there are several features of the grey cement markets under investigation that point to the existence of current coordination. The Commission thus concludes that while the affected cement markets around the Cemex West plants are not highly concentrated, which in itself could speak against coordinated behaviour, other features of the market make it prone to coordination. Moreover, various elements such as the relatively high gross margins and competitors’ expectations of targeted reactions to aggressive competition point towards coordination rather than short term profit maximization.

| (24) | At the same time, however, other elements speak against any such coordination in the markets under investigation, notably the relatively high number of cement suppliers or the limited sustainability of a potential coordination scheme based on customer allocation. As such, although it cannot be excluded that there is a degree of coordination in the grey cement markets under investigation, the decision does not have to conclude on this point due to the lack of merger-specific effects. |
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(24)

At the same time, however, other elements speak against any such coordination in the markets under investigation, notably the relatively high number of cement suppliers or the limited sustainability of a potential coordination scheme based on customer allocation. As such, although it cannot be excluded that there is a degree of coordination in the grey cement markets under investigation, the decision does not have to conclude on this point due to the lack of merger-specific effects.

| (25) | As regards such merger-specific effects, the decision summarizes the results of the Commission’s investigation as to whether Holcim’s acquisition of Cemex West would make any possible current coordination in the cement markets under investigation easier, more stable or more effective in terms of facilitating (i) reaching a common understanding on the terms of coordination, (ii) monitoring deviations from coordination, (iii) deterring deviations from coordination and (iv) weakening the reactions of non-coordinating firms or potential competitors. In particular, the Commission assesses in depth the plausibility of a potential increase in retaliatory power through Holcim’s acquisition of Cemex West as well as the potential magnitude of such coordinated effects. |
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(25)

As regards such merger-specific effects, the decision summarizes the results of the Commission’s investigation as to whether Holcim’s acquisition of Cemex West would make any possible current coordination in the cement markets under investigation easier, more stable or more effective in terms of facilitating (i) reaching a common understanding on the terms of coordination, (ii) monitoring deviations from coordination, (iii) deterring deviations from coordination and (iv) weakening the reactions of non-coordinating firms or potential competitors. In particular, the Commission assesses in depth the plausibility of a potential increase in retaliatory power through Holcim’s acquisition of Cemex West as well as the potential magnitude of such coordinated effects.

| (26) | On balance, the Commission considers that there is not sufficient evidence to conclude that the acquisition of Cemex West would appreciably increase Holcim’s retaliation potential against suppliers in North Rhine-Westphalia by making any possible coordination easier, more stable or more effective. Hence it is also concluded that it is unlikely that the transaction will make coordination easier, more stable or more effective to a degree that could be considered to constitute a significant impediment to effective competition. |
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(26)

On balance, the Commission considers that there is not sufficient evidence to conclude that the acquisition of Cemex West would appreciably increase Holcim’s retaliation potential against suppliers in North Rhine-Westphalia by making any possible coordination easier, more stable or more effective. Hence it is also concluded that it is unlikely that the transaction will make coordination easier, more stable or more effective to a degree that could be considered to constitute a significant impediment to effective competition.

| (27) | For similar reasons, the Commission also concludes that it is unlikely that competitors that were previously not coordinating are significantly more likely to engage in coordination as a result of the transaction. |
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(27)

For similar reasons, the Commission also concludes that it is unlikely that competitors that were previously not coordinating are significantly more likely to engage in coordination as a result of the transaction.

| (28) | It is therefore considered that the transaction is unlikely to significantly impede effective competition in the markets for grey cement within the 150 km and 250 km clusters around the Parties’ plants due to coordinated effects. |
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(28)

It is therefore considered that the transaction is unlikely to significantly impede effective competition in the markets for grey cement within the 150 km and 250 km clusters around the Parties’ plants due to coordinated effects.

Cementitious materials

Relevant product market

| (29) | Cementitious materials refer to substances that have cementitious or pozzolanic characteristics and are used in the production of cement. The basic cementitious material is clinker. However, alternative or supplementary materials such as blast furnace slag and fly ash can also be used in the production of cement and concrete. |
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(29)

Cementitious materials refer to substances that have cementitious or pozzolanic characteristics and are used in the production of cement. The basic cementitious material is clinker. However, alternative or supplementary materials such as blast furnace slag and fly ash can also be used in the production of cement and concrete.

| (30) | The transaction gives rise to affected markets with respect to blast furnace slag derived cementitious materials. Blast furnace slag is a by-product of steel production. When the liquid slag that is obtained from the blast furnace is cooled quickly by quenching in water or steam, it generates a glassy or amorphous granular structure and is known as granulated blast furnace slag (‘GBS’). For the production of cement, GBS needs to be ground. This grinding often takes place together with other cement constituents (‘co-grinding’) but it can also be done separately. If GBS is ground separately, the resulting product is known as ground granulated blast furnace slag (‘GGBS’). |
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(30)

The transaction gives rise to affected markets with respect to blast furnace slag derived cementitious materials. Blast furnace slag is a by-product of steel production. When the liquid slag that is obtained from the blast furnace is cooled quickly by quenching in water or steam, it generates a glassy or amorphous granular structure and is known as granulated blast furnace slag (‘GBS’). For the production of cement, GBS needs to be ground. This grinding often takes place together with other cement constituents (‘co-grinding’) but it can also be done separately. If GBS is ground separately, the resulting product is known as ground granulated blast furnace slag (‘GGBS’).

| (31) | Even though the respondents to the market investigation also pointed to a certain degree of demand-side substitutability between blast furnace slag derived products and other cementitious materials, the market investigation has in general indicated that blast furnace slag derived products are likely to constitute a distinct relevant product market, separate from other alternative cementitious materials such as fly ash. Given the absence of concerns, however, the precise product market definitions are left open in the decision. |
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(31)

Even though the respondents to the market investigation also pointed to a certain degree of demand-side substitutability between blast furnace slag derived products and other cementitious materials, the market investigation has in general indicated that blast furnace slag derived products are likely to constitute a distinct relevant product market, separate from other alternative cementitious materials such as fly ash. Given the absence of concerns, however, the precise product market definitions are left open in the decision.

Relevant geographic market

| (32) | The market investigation in the present case has indicated that 250 km radii around Cemex West’s GBS sourcing sites and any Holcim GBS sourcing sites falling within these radii constitute the relevant geographic market most likely to be affected by the transaction. However, the precise geographic market definition can be left open. |
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(32)

The market investigation in the present case has indicated that 250 km radii around Cemex West’s GBS sourcing sites and any Holcim GBS sourcing sites falling within these radii constitute the relevant geographic market most likely to be affected by the transaction. However, the precise geographic market definition can be left open.

Competitive assessment

| (33) | The Parties’ sourcing of GBS and liquid slag is based on long-term contractual arrangements with steel companies. These long-term agreements on the one hand guarantee the Parties a constant supply of GBS but, on the other hand, also oblige them to take deliveries regardless of whether they are able to absorb the amounts in their internal cement production or to sell them to the merchant market. As a result, the Parties have had to store significant amounts of GBS. This is in line with the market investigation indicating some levels of GBS oversupply in Germany. |
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(33)

The Parties’ sourcing of GBS and liquid slag is based on long-term contractual arrangements with steel companies. These long-term agreements on the one hand guarantee the Parties a constant supply of GBS but, on the other hand, also oblige them to take deliveries regardless of whether they are able to absorb the amounts in their internal cement production or to sell them to the merchant market. As a result, the Parties have had to store significant amounts of GBS. This is in line with the market investigation indicating some levels of GBS oversupply in Germany.

| (34) | The Parties’ 2012 sourcing of GBS represented approximately 40–50 % of all GBS produced in the 250 km radii. However, the merged entity will continue to face competition from other suppliers of GBS, namely the steel companies themselves, and it would not be in a position to limit its downstream competitors’ access to GBS: First, the Parties use notable amounts of GBS internally and their share of sales to the merchant market was more modest in 2012, approximately 20–30 %. Second, Cemex West’s sourcing agreements have been subject to a voluntary arrangement with the German Competition Authority, reducing Cemex West’s sourcing amounts significantly from the pre-arrangement amounts of 2007. Third, the Parties have taken further steps during 2012 and 2013 to reduce their sourcing of GBS and have re-negotiated some of their agreements with the steel manufacturers meaning that those companies are now able to commercialise amounts no longer sourced by the Parties (in addition to the amounts already sold to the merchant market by them). Fourth, many of the agreements the Parties have with the steel companies are coming to an end in the near future. |
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(34)

The Parties’ 2012 sourcing of GBS represented approximately 40–50 % of all GBS produced in the 250 km radii. However, the merged entity will continue to face competition from other suppliers of GBS, namely the steel companies themselves, and it would not be in a position to limit its downstream competitors’ access to GBS: First, the Parties use notable amounts of GBS internally and their share of sales to the merchant market was more modest in 2012, approximately 20–30 %. Second, Cemex West’s sourcing agreements have been subject to a voluntary arrangement with the German Competition Authority, reducing Cemex West’s sourcing amounts significantly from the pre-arrangement amounts of 2007. Third, the Parties have taken further steps during 2012 and 2013 to reduce their sourcing of GBS and have re-negotiated some of their agreements with the steel manufacturers meaning that those companies are now able to commercialise amounts no longer sourced by the Parties (in addition to the amounts already sold to the merchant market by them). Fourth, many of the agreements the Parties have with the steel companies are coming to an end in the near future.

| (35) | As to the potential separate market for GGBS, the Commission notes that access to the raw material GBS will be sufficient as noted above. The merged entity will also continue to face competition from alternative suppliers of GGBS. |
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(35)

As to the potential separate market for GGBS, the Commission notes that access to the raw material GBS will be sufficient as noted above. The merged entity will also continue to face competition from alternative suppliers of GGBS.

| (36) | The Commission therefore considers that the transaction is unlikely to significantly impede effective competition on the relevant markets for cementitious materials. |
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(36)

The Commission therefore considers that the transaction is unlikely to significantly impede effective competition on the relevant markets for cementitious materials.

VI.   CONCLUSION

| (37) | It is concluded that it is unlikely that the Notified Transaction will significantly impede effective competition in the internal market or a substantial part thereof. |
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(37)

It is concluded that it is unlikely that the Notified Transaction will significantly impede effective competition in the internal market or a substantial part thereof.

| (38) | The notified operation is therefore declared compatible with the internal market and the functioning of the EEA Agreement, in accordance with Article 2(2) and Article 8(1) of the Merger Regulation and Article 57 of the EEA Agreement. |
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(38)

The notified operation is therefore declared compatible with the internal market and the functioning of the EEA Agreement, in accordance with Article 2(2) and Article 8(1) of the Merger Regulation and Article 57 of the EEA Agreement.

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

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V Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

| 10.9.2014 | EN | Official Journal of the European Union | C 306/11 |
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10.9.2014

EN

Official Journal of the European Union

C 306/11

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Prior notification of a concentration

(Case M.7360 — 21st Century Fox/Apollo)

(Text with EEA relevance)

2014/C 306/07

| 1. | On 4 September 2014, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which Twenty-First Century Fox, INC (‘21st Century Fox’, United States of America) and Apollo Management, LP (‘Apollo’, United States of America) acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control of the whole of a joint venture (the ‘JV’), by way of contribution to the JV of their respective businesses in the production and distribution of audio-visual content, namely the Shine Group (‘Shine’, United Kingdom) of 21st Century Fox, Endemol Holding BV (‘Endemol’, the Netherlands) and CORE Media Group (‘CORE Media’, United States of America). |
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1.

On 4 September 2014, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which Twenty-First Century Fox, INC (‘21st Century Fox’, United States of America) and Apollo Management, LP (‘Apollo’, United States of America) acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control of the whole of a joint venture (the ‘JV’), by way of contribution to the JV of their respective businesses in the production and distribution of audio-visual content, namely the Shine Group (‘Shine’, United Kingdom) of 21st Century Fox, Endemol Holding BV (‘Endemol’, the Netherlands) and CORE Media Group (‘CORE Media’, United States of America).

| 2. | The business activities of the undertakings concerned are:
  —   for 21st Century Fox: production and distribution of film and TV content,
  —   for Shine: production and distribution of TV content,
  —   for Apollo: portfolio investments,
  —   for Endemol: production and distribution of TV content,
  —   for CORE Media: production and distribution of TV content. |
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2.

The business activities of the undertakings concerned are:

—   for 21st Century Fox: production and distribution of film and TV content,

—   for Shine: production and distribution of TV content,

—   for Apollo: portfolio investments,

—   for Endemol: production and distribution of TV content,

—   for CORE Media: production and distribution of TV content.

| 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. |
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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. | The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.
  Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (+32 22964301), by e-mail to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference number M.7360 — 21st Century Fox/Apollo, to the following address:





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

4.

The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (+32 22964301), by e-mail to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference number M.7360 — 21st Century Fox/Apollo, to the following 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’).

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