# Official Journal C 74/2016

| | ISSN 1977-091X |
| --- | --- |
| Official Journal
  of the European Union | C 74 |
| | |
| English edition | Information and Notices | Volume 5926 February 2016 |

ISSN 1977-091X

Official Journal

of the European Union

C 74

English edition

Information and Notices

Volume 5926 February 2016

---

| Notice No | Contents | page |
| --- | --- | --- |
| | II   Information |
| | INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2016/C 074/01 | Communication from the Commission regarding the start of the functioning of the Advisory Council for Aquaculture, of the Advisory Council for Markets and of the Advisory Council for the Black Sea | 1 |
| 2016/C 074/02 | Non-opposition to a notified concentration (Case M.7931 — Pai Partners/B&B Hotels) (
  1
  ) | 2 |
| 2016/C 074/03 | Non-opposition to a notified concentration (Case M.7939 — HDI Assicurazioni/CBA Vita/Sella Life) (
  1
  ) | 2 |

Notice No

Contents

page

II   Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2016/C 074/01

Communication from the Commission regarding the start of the functioning of the Advisory Council for Aquaculture, of the Advisory Council for Markets and of the Advisory Council for the Black Sea

1

2016/C 074/02

Non-opposition to a notified concentration (Case M.7931 — Pai Partners/B&B Hotels) (
  1
  )

1

2

2016/C 074/03

Non-opposition to a notified concentration (Case M.7939 — HDI Assicurazioni/CBA Vita/Sella Life) (
  1
  )

1

2

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| | IV   Notices |
| --- | --- |
| | NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2016/C 074/04 | Euro exchange rates | 3 |
| 2016/C 074/05 | Commission Decision of 25 February 2016 setting up a Scientific, Technical and Economic Committee for Fisheries | 4 |
| 2016/C 074/06 | Opinion of the Advisory Committee on mergers given at its meeting of 18 March 2015 regarding a draft decision relating to Case M.7265 — Zimmer/Biomet — Rapporteur: Poland | 11 |
| 2016/C 074/07 | Final Report of the Hearing Officer — Zimmer/Biomet (M.7265) | 12 |
| 2016/C 074/08 | Summary of Commission Decision of 30 March 2015 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.7265 — Zimmer / Biomet) (notified under document C(2015) 2111)
   (
  1
  ) | 14 |

IV   Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2016/C 074/04

Euro exchange rates

3

2016/C 074/05

Commission Decision of 25 February 2016 setting up a Scientific, Technical and Economic Committee for Fisheries

4

2016/C 074/06

Opinion of the Advisory Committee on mergers given at its meeting of 18 March 2015 regarding a draft decision relating to Case M.7265 — Zimmer/Biomet — Rapporteur: Poland

11

2016/C 074/07

Final Report of the Hearing Officer — Zimmer/Biomet (M.7265)

12

2016/C 074/08

Summary of Commission Decision of 30 March 2015 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.7265 — Zimmer / Biomet) (notified under document C(2015) 2111)
   (
  1
  )

(notified under document C(2015) 2111)

1

14

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| | V   Announcements |
| --- | --- |
| | PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY |
| | European Commission |
| 2016/C 074/09 | Prior notification of a concentration (Case M.7906 — Equistone Partners Europe/Mecaplast Group) — Candidate case for simplified procedure (
  1
  ) | 23 |
| 2016/C 074/10 | Prior notification of a concentration (Case M.7964 — Recruit Holdings/USG People) — Candidate case for simplified procedure (
  1
  ) | 24 |
| 2016/C 074/11 | Prior notification of a concentration (Case M.7953 — AXA/Group CM-11/Target) — Candidate case for simplified procedure (
  1
  ) | 25 |
| | OTHER ACTS |
| | European Commission |
| 2016/C 074/12 | Acknowledgement of receipt of complaint CHAP(2015) 2880 | 26 |

V   Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

2016/C 074/09

Prior notification of a concentration (Case M.7906 — Equistone Partners Europe/Mecaplast Group) — Candidate case for simplified procedure (
  1
  )

1

23

2016/C 074/10

Prior notification of a concentration (Case M.7964 — Recruit Holdings/USG People) — Candidate case for simplified procedure (
  1
  )

1

24

2016/C 074/11

Prior notification of a concentration (Case M.7953 — AXA/Group CM-11/Target) — Candidate case for simplified procedure (
  1
  )

1

25

OTHER ACTS

European Commission

2016/C 074/12

Acknowledgement of receipt of complaint CHAP(2015) 2880

26

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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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II Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 26.2.2016 | EN | Official Journal of the European Union | C 74/1 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/1

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Communication from the Commission regarding the start of the functioning of the Advisory Council for Aquaculture, of the Advisory Council for Markets and of the Advisory Council for the Black Sea

(2016/C 74/01)

Article 43(2) of Regulation (EU) No 1380/2013 of the European Parliament and of the Council of 11 December 2013 on the Common Fisheries Policy (1) establishes four new Advisory Councils, including one for aquaculture, one for markets and one for the Black Sea.

In line with Article 3 of Commission Delegated Regulation (EU) 2015/242 of 9 October 2014 laying down detailed rules on the functioning of the Advisory Councils under the Common Fisheries Policy (2), stakeholders interested in the setting up of three new Advisory Councils for aquaculture, markets and the Black Sea respectively, have submitted to the Commission joint applications concerning the start of the functioning of each of the three Advisory Councils referred to above.

The Commission has verified the compatibility of the joint applications with the relevant EU rules and subsequently transmitted them to the Member States concerned who needed to determine whether the applications were signed by representative sector organisations and other interest groups.

Member States concerned did not raise any objection within the deadline of one month set in Article 3(3) of Delegated Regulation (EU) 2015/242.

In conclusion, the Advisory Councils for aquaculture, for markets and for the Black Sea can start functioning and become eligible for Union financial assistance in line with Annex III of Regulation (EU) No 1380/2013 in the form of an annual contribution covering a part of their operational costs from the day following the publication of this Communication in the Official Journal of the European Union.

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(1)  OJ L 354, 28.12.2013, p. 22.

(2)  OJ L 41, 17.2.2015, p. 1.

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| 26.2.2016 | EN | Official Journal of the European Union | C 74/2 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/2

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Non-opposition to a notified concentration

(Case M.7931 — Pai Partners/B&B Hotels)

(Text with EEA relevance)

(2016/C 74/02)

On 22 February 2016, 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 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 32016M7931. EUR-Lex is the online access to European law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32016M7931. EUR-Lex is the online access to European law.

---

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

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| 26.2.2016 | EN | Official Journal of the European Union | C 74/2 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/2

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Non-opposition to a notified concentration

(Case M.7939 — HDI Assicurazioni/CBA Vita/Sella Life)

(Text with EEA relevance)

(2016/C 74/03)

On 19 February 2016, 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 Italian 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 32016M7939. EUR-Lex is the online access to European law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32016M7939. EUR-Lex is the online access to European law.

---

(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

| 26.2.2016 | EN | Official Journal of the European Union | C 74/3 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/3

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Euro exchange rates (1)

25 February 2016

(2016/C 74/04)

1 euro =

| | Currency | Exchange rate |
| --- | --- | --- |
| USD | US dollar | 1,1027 |
| JPY | Japanese yen | 124,01 |
| DKK | Danish krone | 7,4617 |
| GBP | Pound sterling | 0,78920 |
| SEK | Swedish krona | 9,3808 |
| CHF | Swiss franc | 1,0935 |
| ISK | Iceland króna | |
| NOK | Norwegian krone | 9,5413 |
| BGN | Bulgarian lev | 1,9558 |
| CZK | Czech koruna | 27,052 |
| HUF | Hungarian forint | 310,86 |
| PLN | Polish zloty | 4,3581 |
| RON | Romanian leu | 4,4673 |
| TRY | Turkish lira | 3,2248 |
| AUD | Australian dollar | 1,5292 |
| CAD | Canadian dollar | 1,5025 |
| HKD | Hong Kong dollar | 8,5676 |
| NZD | New Zealand dollar | 1,6487 |
| SGD | Singapore dollar | 1,5463 |
| KRW | South Korean won | 1 366,74 |
| ZAR | South African rand | 17,1657 |
| CNY | Chinese yuan renminbi | 7,2026 |
| HRK | Croatian kuna | 7,6220 |
| IDR | Indonesian rupiah | 14 787,76 |
| MYR | Malaysian ringgit | 4,6500 |
| PHP | Philippine peso | 52,532 |
| RUB | Russian rouble | 83,9575 |
| THB | Thai baht | 39,322 |
| BRL | Brazilian real | 4,3527 |
| MXN | Mexican peso | 20,0011 |
| INR | Indian rupee | 75,9485 |

Currency

Exchange rate

USD

US dollar

1,1027

JPY

Japanese yen

124,01

DKK

Danish krone

7,4617

GBP

Pound sterling

0,78920

SEK

Swedish krona

9,3808

CHF

Swiss franc

1,0935

ISK

Iceland króna

NOK

Norwegian krone

9,5413

BGN

Bulgarian lev

1,9558

CZK

Czech koruna

27,052

HUF

Hungarian forint

310,86

PLN

Polish zloty

4,3581

RON

Romanian leu

4,4673

TRY

Turkish lira

3,2248

AUD

Australian dollar

1,5292

CAD

Canadian dollar

1,5025

HKD

Hong Kong dollar

8,5676

NZD

New Zealand dollar

1,6487

SGD

Singapore dollar

1,5463

KRW

South Korean won

1 366,74

ZAR

South African rand

17,1657

CNY

Chinese yuan renminbi

7,2026

HRK

Croatian kuna

7,6220

IDR

Indonesian rupiah

14 787,76

MYR

Malaysian ringgit

4,6500

PHP

Philippine peso

52,532

RUB

Russian rouble

83,9575

THB

Thai baht

39,322

BRL

Brazilian real

4,3527

MXN

Mexican peso

20,0011

INR

Indian rupee

75,9485

---

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

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| 26.2.2016 | EN | Official Journal of the European Union | C 74/4 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/4

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COMMISSION DECISION

of 25 February 2016

setting up a Scientific, Technical and Economic Committee for Fisheries

(2016/C 74/05)

THE EUROPEAN COMMISSION,

Having regard to the Treaty on the Functioning of the European Union,

Having regard to Regulation (EU) No 1380/2013 of the European Parliament and of the Council of 11 December 2013 on the Common Fisheries Policy, amending Council Regulations (EC) No 1954/2003 and (EC) No 1224/2009 and repealing Council Regulations (EC) No 2371/2002 and (EC) No 639/2004 and Council Decision 2004/585/EC (1), and in particular Article 26 thereof,

Whereas:

| (1) | Article 43 of the Treaty assigned to the European Union and Member States the task of establishing the provisions necessary for the pursuit of the objectives of the Common Fisheries Policy (CFP). |
| --- | --- |

(1)

Article 43 of the Treaty assigned to the European Union and Member States the task of establishing the provisions necessary for the pursuit of the objectives of the Common Fisheries Policy (CFP).

| (2) | With a view to implement Union policy in the area of fisheries and aquaculture, the assistance of highly qualified scientific experts is required, particularly in the application of marine and fisheries biology, fishing gear technology, fisheries economics, fisheries governance, ecosystem effects of fisheries, aquaculture or similar disciplines, or in the field of collection, management and use of fisheries and aquaculture data. |
| --- | --- |

(2)

With a view to implement Union policy in the area of fisheries and aquaculture, the assistance of highly qualified scientific experts is required, particularly in the application of marine and fisheries biology, fishing gear technology, fisheries economics, fisheries governance, ecosystem effects of fisheries, aquaculture or similar disciplines, or in the field of collection, management and use of fisheries and aquaculture data.

| (3) | It is therefore necessary to set up a group of experts in the field of fisheries and aquaculture and to define its tasks and its structure. This assistance should be provided by a permanent Scientific, Technical and Economic Committee for Fisheries (STECF) set up by the Commission. |
| --- | --- |

(3)

It is therefore necessary to set up a group of experts in the field of fisheries and aquaculture and to define its tasks and its structure. This assistance should be provided by a permanent Scientific, Technical and Economic Committee for Fisheries (STECF) set up by the Commission.

| (4) | The Commission should consult the STECF group in order to develop the CFP policy, where appropriate, on matters pertaining to the conservation and management of living marine resources, including biological, economic, environmental, social and technical considerations, in accordance with Article 26 of Regulation (EU) No 1380/2013. The advice of this group should be based on the principles of excellence, independence, impartiality and transparency. |
| --- | --- |

(4)

The Commission should consult the STECF group in order to develop the CFP policy, where appropriate, on matters pertaining to the conservation and management of living marine resources, including biological, economic, environmental, social and technical considerations, in accordance with Article 26 of Regulation (EU) No 1380/2013. The advice of this group should be based on the principles of excellence, independence, impartiality and transparency.

| (5) | The STECF group should be composed of an appropriate number of members to perform the required tasks. Members of the group should be highly qualified, specialised, independent experts selected on the basis of objective criteria and through a public call for applications. They are appointed in their personal capacity and provide the Commission with opinions that are necessary for the implementation of the Common Fisheries Policy. It is essential that the group makes best use of external expertise from within and outside the Union as necessary to answer specific questions. |
| --- | --- |

(5)

The STECF group should be composed of an appropriate number of members to perform the required tasks. Members of the group should be highly qualified, specialised, independent experts selected on the basis of objective criteria and through a public call for applications. They are appointed in their personal capacity and provide the Commission with opinions that are necessary for the implementation of the Common Fisheries Policy. It is essential that the group makes best use of external expertise from within and outside the Union as necessary to answer specific questions.

| (6) | The Commission could not reach fully Union policy objectives for conservation and sustainable exploitation of fisheries resources without the specific STECF group’s substantial contributions. The Common Fisheries Policy requires that the decision-making is based on the best available scientific advice. In order to fulfil this requirement, the Commission policy proposals must be based on the best available science. The STECF group evaluates and provides the latest available scientific data to provide the Commission with sound and timely evidence-based scientific advice for the implementation and monitoring of the EU Common Fisheries Policy. The STECF advice is explicitly required among others pursuant to Articles 2(5a); 3(c), 6(2), 9(1 and 5), 10(2a and 3), 11(3), 15 (4(b) and 5(c)) 18(2, 3 and 5), 28 (2a), 29(2 and 4), 31(4) of Regulation (EU) No 1380/2013. STECF advise is also provided for in multi-annual management plans, measures relating to landing obligations, mixed fisheries management, the position of the Union at international fisheries organisations as well as sustainable fisheries partnership agreements with third countries. Therefore, these independent experts should receive special allowances beyond reimbursement of expenses, which is proportionate to the particular tasks attributed to them and in line with international standards. |
| --- | --- |

(6)

The Commission could not reach fully Union policy objectives for conservation and sustainable exploitation of fisheries resources without the specific STECF group’s substantial contributions. The Common Fisheries Policy requires that the decision-making is based on the best available scientific advice. In order to fulfil this requirement, the Commission policy proposals must be based on the best available science. The STECF group evaluates and provides the latest available scientific data to provide the Commission with sound and timely evidence-based scientific advice for the implementation and monitoring of the EU Common Fisheries Policy. The STECF advice is explicitly required among others pursuant to Articles 2(5a); 3(c), 6(2), 9(1 and 5), 10(2a and 3), 11(3), 15 (4(b) and 5(c)) 18(2, 3 and 5), 28 (2a), 29(2 and 4), 31(4) of Regulation (EU) No 1380/2013. STECF advise is also provided for in multi-annual management plans, measures relating to landing obligations, mixed fisheries management, the position of the Union at international fisheries organisations as well as sustainable fisheries partnership agreements with third countries. Therefore, these independent experts should receive special allowances beyond reimbursement of expenses, which is proportionate to the particular tasks attributed to them and in line with international standards.

| (7) | The requirement for the provision of the best available scientific advice also applies to the responsibilities of the members of the STECF group supporting Commission services by providing scientific input at meetings in regional as well as international context that are part of the legislative process pursuant to Article 18 of Regulation (EU) No 1380/2013, whereby on the basis of the outcomes of such meetings the Member States provide to the Commission joint recommendations based on the best available scientific advice serving as the base for adoption of delegated or implementing acts. The Commission is responsible for facilitating the cooperation between Member States and relevant scientific bodies, among which STECF plays a predominant role. Therefore, the work of the STECF group effectively contributes to attainment of the objectives of the Common Fisheries Policy. |
| --- | --- |

(7)

The requirement for the provision of the best available scientific advice also applies to the responsibilities of the members of the STECF group supporting Commission services by providing scientific input at meetings in regional as well as international context that are part of the legislative process pursuant to Article 18 of Regulation (EU) No 1380/2013, whereby on the basis of the outcomes of such meetings the Member States provide to the Commission joint recommendations based on the best available scientific advice serving as the base for adoption of delegated or implementing acts. The Commission is responsible for facilitating the cooperation between Member States and relevant scientific bodies, among which STECF plays a predominant role. Therefore, the work of the STECF group effectively contributes to attainment of the objectives of the Common Fisheries Policy.

| (8) | Rules on disclosure of information by members of the group should be laid down. |
| --- | --- |

(8)

Rules on disclosure of information by members of the group should be laid down.

| (9) | Personal data should be processed in accordance with Regulation (EC) No 45/2001 of the European Parliament and of the Council (2). |
| --- | --- |

(9)

Personal data should be processed in accordance with Regulation (EC) No 45/2001 of the European Parliament and of the Council (2).

| (10) | Members of the group previously appointed should continue to stay in office until the new members are appointed. |
| --- | --- |

(10)

Members of the group previously appointed should continue to stay in office until the new members are appointed.

| (11) | Commission Decision 2005/629/EC (3) should be repealed, |
| --- | --- |

(11)

Commission Decision 2005/629/EC (3) should be repealed,

HAS DECIDED AS FOLLOWS:

Article 1

Subject matter

The Scientific, Technical and Economic Committee for Fisheries, hereinafter referred to as ‘the group’, or the ‘STECF group’ is hereby set up.

Article 2

Tasks

In the field of conservation and management of living marine resources, including biological, economic, environmental, social and technical considerations, the group’s task shall be:

| (a) | to assist the Commission in the preparation of legislative proposals, delegated acts or policy initiatives. |
| --- | --- |

(a)

to assist the Commission in the preparation of legislative proposals, delegated acts or policy initiatives.

| (b) | to monitor the evolution of policy and bring about an exchange of experience and good practise. |
| --- | --- |

(b)

to monitor the evolution of policy and bring about an exchange of experience and good practise.

Article 3

Consultation

1.   The Commission may consult the group on any matter relating to marine and fisheries biology, fishing gear technology, fisheries economics, fisheries governance, ecosystem effects of fisheries, aquaculture or similar disciplines. The Commission may require the adoption of such an opinion within a defined period. In agreement with the Commission services the group may also provide opinions on its own initiative to the Commission on such matters.

2.   The chair of the group may advise the Commission to consult the group on a specific question.

Article 4

Membership-Appointment

1.   The group shall be composed of not less than 30 members and not more than 35 members.

2.   Members shall be individuals appointed in a personal capacity. They shall act independently and in the public interest.

3.   Members shall be appointed by the Director-General of DG Maritime Affairs and Fisheries from experts with competence in the areas referred to in Article 2 and Article 3(1), and who have responded to the call for applications. The appointment shall include the date when members shall start their term of office. When defining the composition of the group, the Commission shall aim at ensuring, as far as possible, gender balance and a balanced geographical distribution which reflects the diversity of fisheries and aquaculture within the Union, taking into account the outcome of the selection procedure.

4.   Members are appointed for three years. They shall remain in office until the end of their term of office, unless they are replaced in accordance with paragraph 6. Their term of office may be renewed. In case the replacement or renewal of the group members has not taken place on the date of the expiry of the three-year period, the members of the group shall remain in office until their replacement or the renewal.

5.   Suitable candidates who are not appointed may be included on a reserve list established by the Commission. The reserve list may be used by the Commission for replacement of members who leave the group in accordance with paragraph 6 of this Article. The Commission shall ask applicants for their consent before including their names on the list. Such replacements shall be appointed in accordance with the same conditions as members.

6.   Members who are no longer capable of contributing effectively to the group’s deliberations, who resign or who do not comply with the conditions set out in paragraph 3 of this Article, or Article 339 of the Treaty, may be replaced for the remainder of their term of office.

7.   The names of members shall be published in the Register of Commission expert groups and other similar entities (‘the Register’) (4).

8.   Personal data shall be collected, processed and published in accordance with Regulation (EC) No 45/2001.

Article 5

Independence

1.   Experts applying to be appointed as members of the STECF group must disclose any circumstances that may compromise or be reasonably perceived to compromise the expert’s capacity to act independently and in the public interest when providing advice to the Commission, including any relevant circumstances relating to their family members. In particular, the Commission services shall require those experts to submit a declaration of interests (‘DOI form’) and a curriculum vitae, as part of the application procedure. The DOI form shall consist of a series of questions requesting experts to disclose any interest relevant to the subject of the work to be performed. Submission of a duly completed DOI form shall be necessary in order for an individual to be appointed as a member of the group. The declarations of interests shall be made publicly available, as long as the experts in question are members of the group.

2.   If the responsible Commission service concludes that, in light of the assessment of DOIs, no conflict of interest exists, the expert in question may be appointed in a personal capacity, provided he/she possesses the expertise required.

3.   Members shall be required to inform the competent Commission services as soon as there is any change in the information previously provided, in which case they would be required to submit immediately a newly completed DOI form describing relevant changes.

Article 6

Operation

1.   The STECF group shall elect a chair and two vice-chairs from amongst its members by a simple majority for a period of three years. The chair and the vice-chairs of the group may not be elected for the same position for more than two consecutive periods.

2.   The chair of the group may appoint rapporteurs from among group members. For particularly complex questions of a multidisciplinary nature, more than one rapporteur may be appointed.

3.   The Commission services may invite experts from outside the group with specific competence in a subject on the agenda to take part in the work of the group or the sub-group on an ad hoc basis (external experts).

4.   In agreement with the Commission services, the STECF group may set up sub-groups to examine specific questions on the basis of the terms of reference defined by the Commission. The sub-groups shall consist of at least two group members and external experts. Sub-groups shall report to the group within a given time frame in accordance with those terms of reference. Such sub-groups shall be disbanded as soon as their mandate is fulfilled.

5.   The Commission shall provide the secretariat for the group and its sub-groups. The secretariat shall be responsible for providing technical and administrative support and coordination to facilitate the efficient functioning of the group and to organise meetings for its sub-groups. Where necessary, the secretariat shall coordinate activities of the group and its sub-groups with those of other European Union and international bodies. Commission representatives with an interest in the proceedings may attend meetings of the group and its sub-groups. Meetings of the expert group and the sub-groups shall, in principle, be held on Commission premises.

6.   All relevant documents such as agendas, minutes and participants submissions shall be made available either in the Register or via a link from the Register to a dedicated website, where information can be found. Access to dedicated websites shall not be submitted to user registration or any other restriction. Exceptions to publication shall be foreseen where disclosure of a document would undermine the protection of a public or private interest as defined in Article 4 of Regulation (EC) No 1049/2001 of the European Parliament and of the Council (5).

7.   The group shall adopt its rules of procedure on the basis of the standard rules of procedure for expert groups.

Article 7

Confidentiality

1.   Members of the STECF group and external experts shall comply with the obligations of professional secrecy laid down by the Treaties and their implementing rules, as well as with the Commission’s rules on security regarding the protection of EU classified information, laid down in the Annex to Commission Decisions (EU, Euratom) 2015/443 (6) and 2015/444 (7). Should they fail to respect these obligations, the Commission may take all appropriate measures.

2.   The deliberations of the group shall be confidential. In agreement with the Commission’s services, the group may, by a simple majority of its members, decide to open its deliberations to the public.

Article 8

Reimbursements and special allowances

1.   Members of the STECF group and the external experts shall be entitled to a special allowances for their preparatory work and/or participation in the activities of the group and related external meetings, as set out in the Annex.

2.   Travel and subsistence expenses incurred by group members and external experts through participation in the meetings of the group or sub-groups and related external meetings shall be reimbursed by the Commission in accordance with the provisions in force within the Commission.

3.   Those expenses shall be reimbursed within the limits of the available appropriations allocated under the annual procedure for the allocation of resources.

Article 9

Transitional provisions

Members of the STECF group, appointed in accordance with Article 4 of Decision 2005/629/EC shall remain in office as members of the Committee established by the present Decision until the new members of the group are appointed in accordance with Article 4 of the present Decision. The provisions of this Decision shall apply to them.

Article 10

Repeal

Decision 2005/629/EC is repealed.

Done at Brussels, 25 February 2016.

For the Commission

Karmenu VELLA

Member of the Commission

---

(1)  OJ L 354, 28.12.2013, p. 22.

1

(2)  Regulation (EC) No 45/2001 of the European Parliament and of the Council of 18 December 2000 on the protection of individuals with regard to the processing of personal data by the Community institutions and bodies and on the free movement of such data (OJ L 8, 12.1.2001, p. 1).

2

(3)  Commission Decision 2005/629/EC of 26 August 2005 relating to establishing a Scientific, Technical and Economic Committee for Fisheries (OJ L 225, 31.8.2005, p. 18).

3

(4)  Members who do not wish to have their names disclosed may apply for derogation from this rule. The request not to disclose the name of a member of an expert group shall be considered justified whenever publication could endanger his or her security or unduly prejudice his or her privacy.

4

(5)  Regulation (EC) No 1049/2001 of the European Parliament and of the Council of 30 May 2001 regarding public access to European Parliament, Council and Commission documents (OJ L 145, 31.5.2001, p. 43). These exceptions are intended to protect public security, military affairs, international relations, financial, monetary or economic policy, privacy and integrity of the individual, commercial interests, court proceedings and legal advice, inspections/investigations/audits and the institution’s decision-making process.

5

(6)  Commission Decision (EU, Euratom) 2015/443 of 13 March 2015 on Security in the Commission (OJ L 72, 17.3.2015, p. 41).

6

(7)  Commission Decision (EU, Euratom) 2015/444 of 13 March 2015 on the security rules for protecting EU classified information (OJ L 72, 17.3.2015, p. 53).

7

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ANNEX

Special allowances

| (1) | The members of the group and external experts are entitled to a special allowance which compensates them for their participation in person or by distance (written procedure) in the meetings of the group. The special allowance consists of a maximum of EUR 450 in the form of a daily unit cost for each full working day as specified in the table below. The total allowance shall be calculated and rounded upwards to the amount corresponding to the nearest half working day.







  EUR per full day (1) | Group plenary meetings | Sub-groups |
| --- | --- | --- | --- |
| Chair | 450 | 450 |
| Vice Chair | 450 | 450 |
| Group Members | 300 | 300 |
| External expert | 300 | 300 |

(1)

The members of the group and external experts are entitled to a special allowance which compensates them for their participation in person or by distance (written procedure) in the meetings of the group. The special allowance consists of a maximum of EUR 450 in the form of a daily unit cost for each full working day as specified in the table below. The total allowance shall be calculated and rounded upwards to the amount corresponding to the nearest half working day.

EUR per full day (1)

Group plenary meetings

Sub-groups

Chair

450

450

Vice Chair

450

450

Group Members

300

300

External expert

300

300

| (2) | The members of the group are entitled to a special allowance for acting as rapporteur to compensate them for the work performed for activities such as preparation and finalisation of the input to the report of the group or sub-group meeting outside of the meeting. This special allowance is equivalent to one full working day and consists of EUR 450. |
| --- | --- |

(2)

The members of the group are entitled to a special allowance for acting as rapporteur to compensate them for the work performed for activities such as preparation and finalisation of the input to the report of the group or sub-group meeting outside of the meeting. This special allowance is equivalent to one full working day and consists of EUR 450.

| (3) | The members of the group and external experts are entitled to a special allowance for acting as rapporteur to provide scientific reports (summaries, inquiries and background information) in preparation of group or sub-group meetings; or to write the report of the group or sub-group meetings following the meetings. |
| --- | --- |

(3)

The members of the group and external experts are entitled to a special allowance for acting as rapporteur to provide scientific reports (summaries, inquiries and background information) in preparation of group or sub-group meetings; or to write the report of the group or sub-group meetings following the meetings.

| (4) | The Chair is entitled to a special allowance for the scientific supervision and organisation of group work outside group plenary.
  When requesting preparatory work, consisting in particular of writing of the group or sub-group reports or opinions, analysis to substantiate impact assessment, or scientific supervision, the Commission will specify the tasks to be carried out as well as their timeframe. The calculation of the number of the working days depends in particular on the workload related to the complexity of the matter, the length of the period needed to complete the tasks due to the amount and accessibility of data and scientific literature and information to be collected and processed. The indicative number of working days provided below can therefore be departed from only in duly substantiated and exceptional cases:






  Indicative number of working days | Type of tasks requested |
| --- | --- | --- |
| 1-10 days | Preparatory work (scientific reports, research, analysis to substantiate impact assessment) |
| 4-6 days | Report following the group or sub-group meeting, STECF opinion |
| 10-30 days | Scientific supervision and organisation of group work outside group plenary meetings, in particular to advise Commission on general scientific planning, on mobilizing external experts, on definition of terms of references for the scientific reports as well as sub-group and group meetings, on ensuring availabilities of existing data and scientific research, to prepare and coordinate the setup and meetings of sub-groups, to liaise with other advisory bodies and stakeholders and with Commission services (both with DG MARE and other DGs and JRC) |

(4)

The Chair is entitled to a special allowance for the scientific supervision and organisation of group work outside group plenary.

When requesting preparatory work, consisting in particular of writing of the group or sub-group reports or opinions, analysis to substantiate impact assessment, or scientific supervision, the Commission will specify the tasks to be carried out as well as their timeframe. The calculation of the number of the working days depends in particular on the workload related to the complexity of the matter, the length of the period needed to complete the tasks due to the amount and accessibility of data and scientific literature and information to be collected and processed. The indicative number of working days provided below can therefore be departed from only in duly substantiated and exceptional cases:

Indicative number of working days

Type of tasks requested

1-10 days

Preparatory work (scientific reports, research, analysis to substantiate impact assessment)

4-6 days

Report following the group or sub-group meeting, STECF opinion

10-30 days

Scientific supervision and organisation of group work outside group plenary meetings, in particular to advise Commission on general scientific planning, on mobilizing external experts, on definition of terms of references for the scientific reports as well as sub-group and group meetings, on ensuring availabilities of existing data and scientific research, to prepare and coordinate the setup and meetings of sub-groups, to liaise with other advisory bodies and stakeholders and with Commission services (both with DG MARE and other DGs and JRC)

Experts acting as rapporteur to provide scientific reports in preparation of group or sub-group meetings; or to write the report of the group or sub-group meetings following the meetings and the Chair for the scientific supervision and organisation of group work outside group plenary will be paid with the sum of EUR 450 in the form of a daily unit cost for each full working day.

| (5) | In accordance with Article 18 of the Regulation of 1380/2013 on Common Fisheries Policy the group members can support the Commission services by participating in their group member capacity at meetings in regional as well as in international context. They are entitled to a special allowance of EUR 300 in the form of a daily unit cost for each full working day. The participation is subject to prior authorisation by the Commission services and disbursement is subject to ex-post verification of attendance by the Commission services. |
| --- | --- |

(5)

In accordance with Article 18 of the Regulation of 1380/2013 on Common Fisheries Policy the group members can support the Commission services by participating in their group member capacity at meetings in regional as well as in international context. They are entitled to a special allowance of EUR 300 in the form of a daily unit cost for each full working day. The participation is subject to prior authorisation by the Commission services and disbursement is subject to ex-post verification of attendance by the Commission services.

| (6) | The total special allowance received by a member of the group or an external expert per day can never exceed EUR 450, in conformity with Commission Decision C(2014) 2220. |
| --- | --- |

(6)

The total special allowance received by a member of the group or an external expert per day can never exceed EUR 450, in conformity with Commission Decision C(2014) 2220.

---

(1)  Should the participation only take place in a morning or in an afternoon, the allowance should be of 50 % of the full day allowance.

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| 26.2.2016 | EN | Official Journal of the European Union | C 74/11 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/11

---

Opinion of the Advisory Committee on mergers given at its meeting of 18 March 2015 regarding a draft decision relating to Case M.7265 — Zimmer/Biomet

Rapporteur: Poland

(2016/C 74/06)

Concentration

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

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

2.

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

Market definition

| 3. | The Advisory Committee agrees with the Commission’s definitions of the relevant product and geographic markets in the draft decision. |
| --- | --- |

3.

The Advisory Committee agrees with the Commission’s definitions of the relevant product and geographic markets in the draft decision.

Horizontal Effects

| 4. | The Advisory Committee agrees with the Commission's assessment that the proposed operation is likely to give rise to non-coordinated horizontal effects that would significantly impede effective competition through the creation or strengthening of a dominant position in the following markets:






  (a) | the markets for partial knee implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Poland, Portugal, Slovenia, Spain, Sweden and United Kingdom; |
| --- | --- | --- |

4.

The Advisory Committee agrees with the Commission's assessment that the proposed operation is likely to give rise to non-coordinated horizontal effects that would significantly impede effective competition through the creation or strengthening of a dominant position in the following markets:

(a)

the markets for partial knee implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Poland, Portugal, Slovenia, Spain, Sweden and United Kingdom;

| (b) | the markets for elbows implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, France, Germany, Italy, Norway, Portugal, Spain, Sweden and United Kingdom; and |
| --- | --- |

(b)

the markets for elbows implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, France, Germany, Italy, Norway, Portugal, Spain, Sweden and United Kingdom; and

| (c) | the markets for primary knee implants in Denmark and Sweden and revision knee implants in Denmark. |
| --- | --- |

(c)

the markets for primary knee implants in Denmark and Sweden and revision knee implants in Denmark.

Remedy

| 5. | The Advisory Committee agrees with the Commission that the final commitments offered by the Notifying Party on 9 February 2015 are sufficient to remove the competition concerns identified by the Commission on the following markets:






  (a) | the markets for partial knee implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Poland, Portugal, Slovenia, Spain, Sweden and United Kingdom; |
| --- | --- | --- |

5.

The Advisory Committee agrees with the Commission that the final commitments offered by the Notifying Party on 9 February 2015 are sufficient to remove the competition concerns identified by the Commission on the following markets:

(a)

the markets for partial knee implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Poland, Portugal, Slovenia, Spain, Sweden and United Kingdom;

| (b) | the markets for elbows implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, France, Germany, Italy, Norway, Portugal, Spain, Sweden and United Kingdom; and |
| --- | --- |

(b)

the markets for elbows implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, France, Germany, Italy, Norway, Portugal, Spain, Sweden and United Kingdom; and

| (c) | the markets for primary knee implants in Denmark and Sweden and revision knee implants in Denmark. |
| --- | --- |

(c)

the markets for primary knee implants in Denmark and Sweden and revision knee implants in Denmark.

| 6. | The Advisory Committee agrees with the Commission's conclusion that, subject to the full compliance with the final commitments, the notified merger is unlikely to significantly impede effective competition in the internal market or in a substantial part of it. |
| --- | --- |

6.

The Advisory Committee agrees with the Commission's conclusion that, subject to the full compliance with the final commitments, the notified merger is unlikely to significantly impede effective competition in the internal market or in a substantial part of it.

| 7. | The Advisory Committee agrees with the Commission that the notified merger must therefore be declared compatible with the internal market and the functioning of the EEA Agreement in accordance with Articles 2(2) and 8(2) of the Merger Regulation and Article 57 of the EEA Agreement. |
| --- | --- |

7.

The Advisory Committee agrees with the Commission that the notified merger must therefore be declared compatible with the internal market and the functioning of the EEA Agreement in accordance with Articles 2(2) and 8(2) of the Merger Regulation and Article 57 of the EEA Agreement.

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| 26.2.2016 | EN | Official Journal of the European Union | C 74/12 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/12

---

Final Report of the Hearing Officer (1)

Zimmer/Biomet

(M.7265)

(2016/C 74/07)

| 1. | On 3 June 2014, the European Commission received a notification of a proposed transaction (the ‘Proposed Transaction’) by which Zimmer Holdings, Inc. (‘Zimmer’) would acquire sole control of Biomet, Inc. (‘Biomet’). On 11 June 2014, the Commission declared the notification of 3 June 2014 incomplete. Zimmer submitted a revised draft notification on 4 July 2014. On 15, 18 and 29 August 2014, Zimmer submitted complementary information in response to a request for information dated 14 July 2014. The notification was deemed effective as of 29 August 2014. |
| --- | --- |

1.

On 3 June 2014, the European Commission received a notification of a proposed transaction (the ‘Proposed Transaction’) by which Zimmer Holdings, Inc. (‘Zimmer’) would acquire sole control of Biomet, Inc. (‘Biomet’). On 11 June 2014, the Commission declared the notification of 3 June 2014 incomplete. Zimmer submitted a revised draft notification on 4 July 2014. On 15, 18 and 29 August 2014, Zimmer submitted complementary information in response to a request for information dated 14 July 2014. The notification was deemed effective as of 29 August 2014.

| 2. | On 3 October 2014, the Commission adopted a decision initiating proceedings pursuant to Article 6(1)(c) of Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (2) (the ‘Merger Regulation’). In that decision, the Commission indicated that the Proposed Transaction falls within the scope of the Merger Regulation and that it raised serious doubts as to its compatibility with the internal market and the EEA Agreement. |
| --- | --- |

2.

On 3 October 2014, the Commission adopted a decision initiating proceedings pursuant to Article 6(1)(c) of Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (2) (the ‘Merger Regulation’). In that decision, the Commission indicated that the Proposed Transaction falls within the scope of the Merger Regulation and that it raised serious doubts as to its compatibility with the internal market and the EEA Agreement.

| 3. | On 9 October 2014, at Zimmer’s request and pursuant to Article 10(3), second subparagraph, first sentence, of the Merger Regulation, the second phase period for reviewing the Proposed Transaction was extended by 15 working days. |
| --- | --- |

3.

On 9 October 2014, at Zimmer’s request and pursuant to Article 10(3), second subparagraph, first sentence, of the Merger Regulation, the second phase period for reviewing the Proposed Transaction was extended by 15 working days.

| 4. | On 22 October 2014, Zimmer submitted written comments on the decision initiating proceedings dated 3 October 2014. |
| --- | --- |

4.

On 22 October 2014, Zimmer submitted written comments on the decision initiating proceedings dated 3 October 2014.

| 5. | On 17 November 2014, the Commission adopted a decision to extend that review period by five further working days, pursuant to Article 10(3), second subparagraph, third sentence, of the Merger Regulation. |
| --- | --- |

5.

On 17 November 2014, the Commission adopted a decision to extend that review period by five further working days, pursuant to Article 10(3), second subparagraph, third sentence, of the Merger Regulation.

| 6. | On 18 November 2014, the Commission sent a request for information to Zimmer pursuant to Article 11(2) of the Merger Regulation. The deadline initially set by the Commission to supply the information sought was 24 November 2014. At Zimmer’s request, the Commission extended this deadline to 1 December 2014. In the absence of a timely complete response to that request for information, on 3 December 2014 the Commission adopted a decision under Article 11(3) of the Merger Regulation to suspend proceedings as from 2 December 2014. Proceedings resumed on 10 February 2015, following Zimmer’s submission to the Commission of the information sought. |
| --- | --- |

6.

On 18 November 2014, the Commission sent a request for information to Zimmer pursuant to Article 11(2) of the Merger Regulation. The deadline initially set by the Commission to supply the information sought was 24 November 2014. At Zimmer’s request, the Commission extended this deadline to 1 December 2014. In the absence of a timely complete response to that request for information, on 3 December 2014 the Commission adopted a decision under Article 11(3) of the Merger Regulation to suspend proceedings as from 2 December 2014. Proceedings resumed on 10 February 2015, following Zimmer’s submission to the Commission of the information sought.

| 7. | There were no applications to be heard as an interested third person in the present proceedings. |
| --- | --- |

7.

There were no applications to be heard as an interested third person in the present proceedings.

| 8. | Zimmer submitted a first set of proposed commitments on 3 December 2014. The relevant Commission services discussed their evaluation of these commitments with Zimmer and Biomet in a ‘state of play meeting’ held on 18 December 2014. Zimmer submitted an informal revised package of proposed commitments on 24 January 2015. On the basis of feedback from the Commission’s targeted market testing of this package, Zimmer formally offered revised commitments on 9 February 2015. |
| --- | --- |

8.

Zimmer submitted a first set of proposed commitments on 3 December 2014. The relevant Commission services discussed their evaluation of these commitments with Zimmer and Biomet in a ‘state of play meeting’ held on 18 December 2014. Zimmer submitted an informal revised package of proposed commitments on 24 January 2015. On the basis of feedback from the Commission’s targeted market testing of this package, Zimmer formally offered revised commitments on 9 February 2015.

| 9. | 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. |
| --- | --- |

9.

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.

| 10. | The draft decision declares the Proposed Transaction, as modified by the commitments offered by Zimmer on 9 February 2015, compatible with the internal market and the EEA Agreement, subject to conditions and obligations intended to ensure that Zimmer complies with these commitments. |
| --- | --- |

10.

The draft decision declares the Proposed Transaction, as modified by the commitments offered by Zimmer on 9 February 2015, compatible with the internal market and the EEA Agreement, subject to conditions and obligations intended to ensure that Zimmer complies with these commitments.

| 11. | Pursuant to Article 16 of Decision 2011/695/EU, I have examined whether the draft decision deals only with objections in respect of which the parties have been afforded the opportunity of making known their views. I conclude that it does. |
| --- | --- |

11.

Pursuant to Article 16 of Decision 2011/695/EU, I have examined whether the draft decision deals only with objections in respect of which the parties have been afforded the opportunity of making known their views. I conclude that it does.

| 12. | Overall, I consider that the effective exercise of procedural rights has been respected during the present proceedings. |
| --- | --- |

12.

Overall, I consider that the effective exercise of procedural rights has been respected during the present proceedings.

Brussels, 20 March 2015.

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) (‘Decision 2011/695/EU’).

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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| 26.2.2016 | EN | Official Journal of the European Union | C 74/14 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/14

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Summary of Commission Decision

of 30 March 2015

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

(Case M.7265 — Zimmer / Biomet)

(notified under document C(2015) 2111)

(Only the English version is authentic)

(Text with EEA relevance)

(2016/C 74/08)

On 30 March 2015 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(2) 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

1.   INTRODUCTION

| (1) | On 3 June 2014 the 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 undertaking Zimmer Holdings, Inc. (‘Zimmer’ or the ‘Notifying Party’, United States) acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of Biomet, Inc. (‘Biomet’, United States) by way of purchase of shares. Zimmer and Biomet are hereinafter referred to as the ‘Parties’. |
| --- | --- |

(1)

On 3 June 2014 the 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 undertaking Zimmer Holdings, Inc. (‘Zimmer’ or the ‘Notifying Party’, United States) acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of Biomet, Inc. (‘Biomet’, United States) by way of purchase of shares. Zimmer and Biomet are hereinafter referred to as the ‘Parties’.

| (2) | On 11 June 2014, the Commission declared the notification of 3 June 2014 incomplete by means of an Article 5(2) decision. The Notifying Party submitted a revised draft notification on 4 July 2014. On 15 August, 18 August and 29 August 2014, the Notifying Party submitted complementary information, following a request for information dated 14 July 2014. The notification was deemed effective as of 29 August 2014. |
| --- | --- |

(2)

On 11 June 2014, the Commission declared the notification of 3 June 2014 incomplete by means of an Article 5(2) decision. The Notifying Party submitted a revised draft notification on 4 July 2014. On 15 August, 18 August and 29 August 2014, the Notifying Party submitted complementary information, following a request for information dated 14 July 2014. The notification was deemed effective as of 29 August 2014.

2.   PROCEDURE

| (3) | Having examined the notification and following a first phase market investigation, the Commission concluded that the operation falls within the scope of the Merger Regulation and raised serious doubts as to its compatibility with the internal market and the EEA Agreement. The Notifying Party did not submit commitments during the first phase investigation. The Commission adopted a decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation on 3 October 2014 (the ‘Article 6(1)(c) Decision’). |
| --- | --- |

(3)

Having examined the notification and following a first phase market investigation, the Commission concluded that the operation falls within the scope of the Merger Regulation and raised serious doubts as to its compatibility with the internal market and the EEA Agreement. The Notifying Party did not submit commitments during the first phase investigation. The Commission adopted a decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation on 3 October 2014 (the ‘Article 6(1)(c) Decision’).

| (4) | On 22 October 2014, the Notifying Party submitted its written comments to the Article 6(1)(c) Decision (the ‘Response to the Article 6(1)(c) Decision’). |
| --- | --- |

(4)

On 22 October 2014, the Notifying Party submitted its written comments to the Article 6(1)(c) Decision (the ‘Response to the Article 6(1)(c) Decision’).

| (5) | The second phase review period was extended by 15 working days on 9 October 2014 and by a further 5 working days on 17 November 2014, pursuant to Article 10(3), second subparagraph of the Merger Regulation, first and third sentence respectively. On 18 November 2014, the Commission sent a request for information to the Notifying Party (‘RFI Q34’) pursuant to Article 11(2) of the Merger Regulation. The deadline fixed by the Commission to supply the information was 24 November 2014. This deadline was extended by the Commission upon request of the Notifying Party till 1 December 2014. On 3 December the Commission issued a decision pursuant to Article 11(3), which resulted in the suspension of the second phase proceedings as from 2 December 2014. Proceedings resumed on 10 February 2015 following the submission by the Notifying Party of the requested information. |
| --- | --- |

(5)

The second phase review period was extended by 15 working days on 9 October 2014 and by a further 5 working days on 17 November 2014, pursuant to Article 10(3), second subparagraph of the Merger Regulation, first and third sentence respectively. On 18 November 2014, the Commission sent a request for information to the Notifying Party (‘RFI Q34’) pursuant to Article 11(2) of the Merger Regulation. The deadline fixed by the Commission to supply the information was 24 November 2014. This deadline was extended by the Commission upon request of the Notifying Party till 1 December 2014. On 3 December the Commission issued a decision pursuant to Article 11(3), which resulted in the suspension of the second phase proceedings as from 2 December 2014. Proceedings resumed on 10 February 2015 following the submission by the Notifying Party of the requested information.

| (6) | The Notifying Party submitted a first set of commitments on 3 December 2014. The Commission carried out a market test of these commitments on 5 December. The results of the market test were discussed with the Parties in a State of Play meeting held on 18 December 2014. The Notifying Party submitted an informal revised version of a second commitments package on 24 January 2015, in relation to which market participants were further consulted. On this basis, the Notifying Party submitted formally revised remedies on 9 February 2015. |
| --- | --- |

(6)

The Notifying Party submitted a first set of commitments on 3 December 2014. The Commission carried out a market test of these commitments on 5 December. The results of the market test were discussed with the Parties in a State of Play meeting held on 18 December 2014. The Notifying Party submitted an informal revised version of a second commitments package on 24 January 2015, in relation to which market participants were further consulted. On this basis, the Notifying Party submitted formally revised remedies on 9 February 2015.

3.   PRODUCT MARKET DEFINITION

| (7) | The proposed merger has an impact on a number of markets of the orthopaedic devices industry and more precisely on (a) joint reconstructive implants: knee, elbow, hip and shoulder implants, which are used to replace damaged joints with prosthetic components, and (b) other products: bone cement, which is used to aid the fixation of reconstructive implants, bone cement accessories, used as an aid in the application of bone cement, pulsed lavage, which is a high-pressure wound irrigation system used in orthopaedic surgery, spinal devices, which are used to correct various conditions of the spine, trauma devices, which are used to treat bone fractures, and dental implants, which are a form of dental prosthetics. |
| --- | --- |

(7)

The proposed merger has an impact on a number of markets of the orthopaedic devices industry and more precisely on (a) joint reconstructive implants: knee, elbow, hip and shoulder implants, which are used to replace damaged joints with prosthetic components, and (b) other products: bone cement, which is used to aid the fixation of reconstructive implants, bone cement accessories, used as an aid in the application of bone cement, pulsed lavage, which is a high-pressure wound irrigation system used in orthopaedic surgery, spinal devices, which are used to correct various conditions of the spine, trauma devices, which are used to treat bone fractures, and dental implants, which are a form of dental prosthetics.

Knee implants

| (8) | In past decisions (2), the Commission considered three possible ways to segment the market for knee implants: (i) by type of intervention for which they are used (primary versus revision interventions); (ii) by fixation method (cemented vs cementless implants); and (iii) by bearing type (fixed versus mobile bearings). Ultimately, in the Smith&Nephew/Centerpulse decision, the Commission carried out its assessment based on a single product market for knee implants (3). |
| --- | --- |

(8)

In past decisions (2), the Commission considered three possible ways to segment the market for knee implants: (i) by type of intervention for which they are used (primary versus revision interventions); (ii) by fixation method (cemented vs cementless implants); and (iii) by bearing type (fixed versus mobile bearings). Ultimately, in the Smith&Nephew/Centerpulse decision, the Commission carried out its assessment based on a single product market for knee implants (3).

| (9) | The Notifying Party argues that the relevant product market is an overall market for all knee implants because the market features both demand side and supply side substitution. |
| --- | --- |

(9)

The Notifying Party argues that the relevant product market is an overall market for all knee implants because the market features both demand side and supply side substitution.

| (10) | For the purposes of this decision, the Commission concludes that patello-femoral knee implants (which are used to replace the back of the patella) and unicondylar knee implants (which are used to replace only replaces only a part of the joint, namely a femoral condyle) constitute two separate product markets, distinct from total knee implants. |
| --- | --- |

(10)

For the purposes of this decision, the Commission concludes that patello-femoral knee implants (which are used to replace the back of the patella) and unicondylar knee implants (which are used to replace only replaces only a part of the joint, namely a femoral condyle) constitute two separate product markets, distinct from total knee implants.

| (11) | As regards total knee implants (used surgery which affect the entire joint), the Commission also concludes that demand and supply side considerations do not support the finding of a single overall market for total knee implants encompassing primary and revision implants. Therefore, the competitive assessment assesses the merger in relation to separate product markets for primary knee implants and revision knee implants. |
| --- | --- |

(11)

As regards total knee implants (used surgery which affect the entire joint), the Commission also concludes that demand and supply side considerations do not support the finding of a single overall market for total knee implants encompassing primary and revision implants. Therefore, the competitive assessment assesses the merger in relation to separate product markets for primary knee implants and revision knee implants.

| (12) | As regards extreme orthopaedic implants (which replace most of the limb), the Commission concludes that these implants do not form part of the market for revision knee implants. The exact scope of this product market is however left open for the purposes of this decision because the merger will not significantly impede competition under the narrowest market definition, that is, in relation to two separate markets for hinged knee implants and limb salvage implants. |
| --- | --- |

(12)

As regards extreme orthopaedic implants (which replace most of the limb), the Commission concludes that these implants do not form part of the market for revision knee implants. The exact scope of this product market is however left open for the purposes of this decision because the merger will not significantly impede competition under the narrowest market definition, that is, in relation to two separate markets for hinged knee implants and limb salvage implants.

Elbow implants

| (13) | Total elbow replacement is a surgical procedure by which the elbow joint is replaced by a prosthetic implant. There are two types of elbow implants: unconstrained and semi-constrained implants. With unconstrained implants there is no physical connection holding the parts of the implant together. Semi-constrained implants have a more limited range of motion, however, require less resection of bone stock for implantation and as a result are indicated for a wide variety of patients. |
| --- | --- |

(13)

Total elbow replacement is a surgical procedure by which the elbow joint is replaced by a prosthetic implant. There are two types of elbow implants: unconstrained and semi-constrained implants. With unconstrained implants there is no physical connection holding the parts of the implant together. Semi-constrained implants have a more limited range of motion, however, require less resection of bone stock for implantation and as a result are indicated for a wide variety of patients.

| (14) | The Notifying Party submits that there is a single relevant product market for all total elbow implants and that further segmentation based on pathology or fixation method (unconstrained and semi-constrained) is not relevant. |
| --- | --- |

(14)

The Notifying Party submits that there is a single relevant product market for all total elbow implants and that further segmentation based on pathology or fixation method (unconstrained and semi-constrained) is not relevant.

| (15) | The Commission concludes for the purposes of this decision, that the exact product market definition can be left open since the proposed merger does not significantly impede effective competition under any of the plausible alternative product market definitions relevant to this case (that is, in relation to (i) an overall market comprising semi-constrained and unconstrained elbow implants; and (ii) a market comprising semi-constrained elbow implants only). In any event, the commitments submitted by the Notifying Party remedy the concerns both in the overall elbow market and in a potential narrower market for semi-constrained implants. Therefore, it is not necessary to reach a definitive conclusion in this regard. |
| --- | --- |

(15)

The Commission concludes for the purposes of this decision, that the exact product market definition can be left open since the proposed merger does not significantly impede effective competition under any of the plausible alternative product market definitions relevant to this case (that is, in relation to (i) an overall market comprising semi-constrained and unconstrained elbow implants; and (ii) a market comprising semi-constrained elbow implants only). In any event, the commitments submitted by the Notifying Party remedy the concerns both in the overall elbow market and in a potential narrower market for semi-constrained implants. Therefore, it is not necessary to reach a definitive conclusion in this regard.

Hip implants

| (16) | In past decisions (4), the Commission considered the following segmentations of the market for hip implants: (i) by surgical design philosophy; (ii) by pathology (fractures and degenerative conditions); (iii) by fixation method (cemented and cementless); and (iv) by type of intervention (primary, revision, partial, total and resurfacing). However, the Commission ultimately defined a single product market for hip implants. |
| --- | --- |

(16)

In past decisions (4), the Commission considered the following segmentations of the market for hip implants: (i) by surgical design philosophy; (ii) by pathology (fractures and degenerative conditions); (iii) by fixation method (cemented and cementless); and (iv) by type of intervention (primary, revision, partial, total and resurfacing). However, the Commission ultimately defined a single product market for hip implants.

| (17) | The Notifying Party believes there are no grounds for departing from the approach followed by the Commission in past decisions, namely, that there is a single relevant product market encompassing all hip implants. |
| --- | --- |

(17)

The Notifying Party believes there are no grounds for departing from the approach followed by the Commission in past decisions, namely, that there is a single relevant product market encompassing all hip implants.

| (18) | The Commission considers that the common mix and matching between components of the same supplier depending on the type (primary, revision) and level (total, partial) of intervention suggests demand and also supply side substitutability, insofar as all players have hip implants systems allowing such modularity. |
| --- | --- |

(18)

The Commission considers that the common mix and matching between components of the same supplier depending on the type (primary, revision) and level (total, partial) of intervention suggests demand and also supply side substitutability, insofar as all players have hip implants systems allowing such modularity.

| (19) | For the purposes of this decision the Commission concludes that the relevant product market is the overall market for hip implants. |
| --- | --- |

(19)

For the purposes of this decision the Commission concludes that the relevant product market is the overall market for hip implants.

Shoulder implants

| (20) | In the past (5), the Commission has left open the question of whether the relevant product market should be considered as an overall shoulder implants market or whether that market should be spilt into three categories on the basis of three corresponding pathologies. The Commission carried out its assessment on the basis of an overall market for shoulder implants as well as on the basis of narrower markets for each of the three pathologies: (i) fracture shoulder replacement, (ii) degenerative shoulder replacement, and (iii) reverse shoulder replacement. The Commission, however, concluded that further sub-segmentation according to the level of intervention (total, partial, stemless, resurfacing or revision) inside each of the three pathology categories was not plausible. |
| --- | --- |

(20)

In the past (5), the Commission has left open the question of whether the relevant product market should be considered as an overall shoulder implants market or whether that market should be spilt into three categories on the basis of three corresponding pathologies. The Commission carried out its assessment on the basis of an overall market for shoulder implants as well as on the basis of narrower markets for each of the three pathologies: (i) fracture shoulder replacement, (ii) degenerative shoulder replacement, and (iii) reverse shoulder replacement. The Commission, however, concluded that further sub-segmentation according to the level of intervention (total, partial, stemless, resurfacing or revision) inside each of the three pathology categories was not plausible.

| (21) | The Commission considers that for the purposes of the present decision the exact product market definition can be left open since the proposed merger does not significantly impede competition under any of the plausible alternative product market definitions, namely i) the overall market for shoulder replacement, ii) the market for fracture shoulder replacement; iii) the market for degenerative shoulder replacement and iv) the market for reverse shoulder replacement. |
| --- | --- |

(21)

The Commission considers that for the purposes of the present decision the exact product market definition can be left open since the proposed merger does not significantly impede competition under any of the plausible alternative product market definitions, namely i) the overall market for shoulder replacement, ii) the market for fracture shoulder replacement; iii) the market for degenerative shoulder replacement and iv) the market for reverse shoulder replacement.

Other products

Bone cement

| (22) | Bone cement is used to aid the fixation of large joint (hip and knee) and small joint (shoulder, elbow and ankle) reconstructive implants. |
| --- | --- |

(22)

Bone cement is used to aid the fixation of large joint (hip and knee) and small joint (shoulder, elbow and ankle) reconstructive implants.

| (23) | The characteristics of bone cement may vary according to the following factors:






  (a) | Antibiotic mix. Bone cement may or may not be mixed with antibiotics. |
| --- | --- | --- |

(23)

The characteristics of bone cement may vary according to the following factors:

(a)

Antibiotic mix. Bone cement may or may not be mixed with antibiotics.

| (b) | Viscosity. Cement may be of a higher or lower viscosity. Low viscosity cement has a longer waiting phase than high viscosity cement. |
| --- | --- |

(b)

Viscosity. Cement may be of a higher or lower viscosity. Low viscosity cement has a longer waiting phase than high viscosity cement.

| (24) | For the purpose of the present decision, the Commission carried out its competitive assessment based on an overall market for bone cement. The assessment would not significantly differ if the market was further segmented taking into account whether the bone cement is or not mixed with antibiotics and whether the bone cement is high, medium or low viscosity given that high viscosity bone cement with antibiotics represents more than 90 % of the market. |
| --- | --- |

(24)

For the purpose of the present decision, the Commission carried out its competitive assessment based on an overall market for bone cement. The assessment would not significantly differ if the market was further segmented taking into account whether the bone cement is or not mixed with antibiotics and whether the bone cement is high, medium or low viscosity given that high viscosity bone cement with antibiotics represents more than 90 % of the market.

Bone cement accessories

| (25) | Bone cement accessories are used as an aid in the application of bone cement in cemented joint replacement and other procedures such as vertebroplasty. |
| --- | --- |

(25)

Bone cement accessories are used as an aid in the application of bone cement in cemented joint replacement and other procedures such as vertebroplasty.

| (26) | According to the Notifying Party there is a single relevant product market for all bone cements accessories since (i) different bone cement accessories are all used in conjunction with each other when applying bone cement during surgery and (ii) all bone cement accessories are available from third-party manufacturers. |
| --- | --- |

(26)

According to the Notifying Party there is a single relevant product market for all bone cements accessories since (i) different bone cement accessories are all used in conjunction with each other when applying bone cement during surgery and (ii) all bone cement accessories are available from third-party manufacturers.

Surgical tools (Pulsed lavage)

| (27) | Pulsed lavage, or pulsatile jet lavage, is a high-pressure wound irrigation system commonly used in orthopaedic surgery and in wound treatment. |
| --- | --- |

(27)

Pulsed lavage, or pulsatile jet lavage, is a high-pressure wound irrigation system commonly used in orthopaedic surgery and in wound treatment.

| (28) | The Notifying Party claims that the relevant product market is at least as broad as pulsed lavage, or even broader, meaning that pulsed lavage belongs to a market for surgical accessories or wound cleaning systems. |
| --- | --- |

(28)

The Notifying Party claims that the relevant product market is at least as broad as pulsed lavage, or even broader, meaning that pulsed lavage belongs to a market for surgical accessories or wound cleaning systems.

| (29) | The Commission considers that for the purposes of the present decision the exact product market definition and in particular the question whether pulsed lavage belongs to a broader market encompassing surgical accessories or other wound cleaning system can be left open since the proposed merger does not significantly impede competition under any of the plausible alternative product market definitions. |
| --- | --- |

(29)

The Commission considers that for the purposes of the present decision the exact product market definition and in particular the question whether pulsed lavage belongs to a broader market encompassing surgical accessories or other wound cleaning system can be left open since the proposed merger does not significantly impede competition under any of the plausible alternative product market definitions.

| (30) | Based on the above, in the present decision the Commission assesses the market for pulsed lavage which is considered the narrowest possible plausible segmentation. |
| --- | --- |

(30)

Based on the above, in the present decision the Commission assesses the market for pulsed lavage which is considered the narrowest possible plausible segmentation.

Spine devices

| (31) | Spine devices are used in surgical procedures to repair vertebrae and intervertebral discs in the spinal column. |
| --- | --- |

(31)

Spine devices are used in surgical procedures to repair vertebrae and intervertebral discs in the spinal column.

| (32) | In J&J/Synthes, the Commission left the market definition for spine devices open. The Commission identified three broad segments of spine implant products (i) fusion devices, (ii) non-fusion (or motion) devices and (iii) Vertebral Compression Fractures (‘VCF’) systems. The Commission identified further segmentations within these three broad product categories. |
| --- | --- |

(32)

In J&J/Synthes, the Commission left the market definition for spine devices open. The Commission identified three broad segments of spine implant products (i) fusion devices, (ii) non-fusion (or motion) devices and (iii) Vertebral Compression Fractures (‘VCF’) systems. The Commission identified further segmentations within these three broad product categories.

| (33) | The Commission considers that for the purposes of the present decision the exact product market definition can be left open since the proposed merger does not significantly impede competition under any of the plausible alternative product market definitions. |
| --- | --- |

(33)

The Commission considers that for the purposes of the present decision the exact product market definition can be left open since the proposed merger does not significantly impede competition under any of the plausible alternative product market definitions.

Trauma devices

| (34) | Trauma devices are used to treat bone fractures throughout the appendicular skeleton, that is, the upper extremities (including hand and wrist), the lower extremities (including foot and ankle), the shoulder girdle and the pelvic girdle. |
| --- | --- |

(34)

Trauma devices are used to treat bone fractures throughout the appendicular skeleton, that is, the upper extremities (including hand and wrist), the lower extremities (including foot and ankle), the shoulder girdle and the pelvic girdle.

| (35) | The Commission considers that for the purposes of the present decision the exact product market definition can be left open since the proposed merger does not significantly impede competition under any of the plausible alternative product market definitions. |
| --- | --- |

(35)

The Commission considers that for the purposes of the present decision the exact product market definition can be left open since the proposed merger does not significantly impede competition under any of the plausible alternative product market definitions.

Dental devices

| (36) | Dental implants are a form of prosthetic (artificial replacement) dentistry. |
| --- | --- |

(36)

Dental implants are a form of prosthetic (artificial replacement) dentistry.

| (37) | The Commission considers that for the purposes of the present decision the exact product market definition can be left open since the proposed merger does not significantly impede competition under any of the plausible alternative product market definitions. |
| --- | --- |

(37)

The Commission considers that for the purposes of the present decision the exact product market definition can be left open since the proposed merger does not significantly impede competition under any of the plausible alternative product market definitions.

4.   GEOGRAPHIC MARKET DEFINITION

| (38) | In previous cases concerning orthopaedic medical devices the Commission has considered the markets for orthopaedic medical devices as national (6). |
| --- | --- |

(38)

In previous cases concerning orthopaedic medical devices the Commission has considered the markets for orthopaedic medical devices as national (6).

| (39) | The market investigation provided evidence that the markets for medical devices are national in scope, notably due to different market structures (for example, public reimbursement systems, hospitals’ purchasing behaviour) from country to country and to the importance of a local/national sales force (7). |
| --- | --- |

(39)

The market investigation provided evidence that the markets for medical devices are national in scope, notably due to different market structures (for example, public reimbursement systems, hospitals’ purchasing behaviour) from country to country and to the importance of a local/national sales force (7).

| (40) | Furthermore, similar to other medical sectors, the presence of public reimbursement systems in a large number of Member States has partitioned the markets at national level. |
| --- | --- |

(40)

Furthermore, similar to other medical sectors, the presence of public reimbursement systems in a large number of Member States has partitioned the markets at national level.

| (41) | In view of the above, the product markets considered in this decision are analysed on a national level. |
| --- | --- |

(41)

In view of the above, the product markets considered in this decision are analysed on a national level.

5.   COMPETITIVE ASSESSMENT

Adoption of a filtering system

| (42) | In line with recent medical and orthopaedic medical devices cases, for the purposes of the assessment, the affected markets were grouped in three categories (8):
  —   Group 1 national markets: the Parties’ combined market share exceeds 35 % and the increment exceeds 1 %;
  —   Group 2 national markets: the Parties’ combined market share exceeds 35 % but the increment is less than 1 %; and
  —   Group 3 national markets: the Parties’ combined market share is between 20 % and 35 %. |
| --- | --- |

(42)

In line with recent medical and orthopaedic medical devices cases, for the purposes of the assessment, the affected markets were grouped in three categories (8):

—   Group 1 national markets: the Parties’ combined market share exceeds 35 % and the increment exceeds 1 %;

—   Group 2 national markets: the Parties’ combined market share exceeds 35 % but the increment is less than 1 %; and

—   Group 3 national markets: the Parties’ combined market share is between 20 % and 35 %.

| (43) | In relation to Group 2 and Group 3 national markets, the Commission considers that the merger does not give rise to serious doubts as to the compatibility of the merger with the common market and the EEA Agreement. This is due, among other things, to insignificant increments and the presence of significant competitors. Also, the market investigation has not revealed any indications pointing at possible competition concerns in Group 2 or 3 national markets. |
| --- | --- |

(43)

In relation to Group 2 and Group 3 national markets, the Commission considers that the merger does not give rise to serious doubts as to the compatibility of the merger with the common market and the EEA Agreement. This is due, among other things, to insignificant increments and the presence of significant competitors. Also, the market investigation has not revealed any indications pointing at possible competition concerns in Group 2 or 3 national markets.

| (44) | Therefore, for the purposes of this decision, the competitive assessment focuses on the Group 1 national markets for joint reconstructive implants (hip, knee, elbow and shoulder implants) as well as for bone cement, bone cement accessories, pulsed lavage, spine devices, trauma devices, and dental implants. |
| --- | --- |

(44)

Therefore, for the purposes of this decision, the competitive assessment focuses on the Group 1 national markets for joint reconstructive implants (hip, knee, elbow and shoulder implants) as well as for bone cement, bone cement accessories, pulsed lavage, spine devices, trauma devices, and dental implants.

Horizontal assessment

| (45) | Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess whether a proposed concentration would significantly impede effective competition in the internal market or in a substantial part of it, in particular through the creation or strengthening of a dominant position. |
| --- | --- |

(45)

Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess whether a proposed concentration would significantly impede effective competition in the internal market or in a substantial part of it, in particular through the creation or strengthening of a dominant position.

| (46) | The second phase investigation focused on the joint implants markets and the markets for bone cement, bone cement accessories and pulsed lavage. The Commission concluded that these markets have different characteristics and that the Parties’ and their competitors’ positions in each of these markets also differ. |
| --- | --- |

(46)

The second phase investigation focused on the joint implants markets and the markets for bone cement, bone cement accessories and pulsed lavage. The Commission concluded that these markets have different characteristics and that the Parties’ and their competitors’ positions in each of these markets also differ.

| (47) | More precisely, in terms of size, the overall hip and knee implants markets are large with total sales exceeding one billion euros. |
| --- | --- |

(47)

More precisely, in terms of size, the overall hip and knee implants markets are large with total sales exceeding one billion euros.

| (48) | In terms of market maturity, the market for hip implants is the most mature, followed by the knee implants market (with the exception of some segments thereof) and by shoulder and elbows implants. The markets for shoulder and elbow implants are newer, faster growing markets. Bone cement and bone cement accessories are also considered mature markets. The hip implants market is the most populated one with a large number of competitors present. Indeed, its size and level of maturity result in lower entry barriers than in the remaining markets for joint implants. Barriers to entry are higher in the remaining joint implants market which are less mature and more innovative, particularly in those markets which are smaller in size, as evidenced by the limited number of competitors present, namely the elbow and unicondylar knee implant markets. |
| --- | --- |

(48)

In terms of market maturity, the market for hip implants is the most mature, followed by the knee implants market (with the exception of some segments thereof) and by shoulder and elbows implants. The markets for shoulder and elbow implants are newer, faster growing markets. Bone cement and bone cement accessories are also considered mature markets. The hip implants market is the most populated one with a large number of competitors present. Indeed, its size and level of maturity result in lower entry barriers than in the remaining markets for joint implants. Barriers to entry are higher in the remaining joint implants market which are less mature and more innovative, particularly in those markets which are smaller in size, as evidenced by the limited number of competitors present, namely the elbow and unicondylar knee implant markets.

| (49) | As regards the Parties’ position in the different joint implants markets, the market investigation provided indications that Zimmer and Biomet are not particularly close competitors in the hip and shoulder implants markets. However Zimmer and Biomet are close competitors in the knees and elbow implants markets, particularly in some segments of the overall knee implants market and in some geographic markets. |
| --- | --- |

(49)

As regards the Parties’ position in the different joint implants markets, the market investigation provided indications that Zimmer and Biomet are not particularly close competitors in the hip and shoulder implants markets. However Zimmer and Biomet are close competitors in the knees and elbow implants markets, particularly in some segments of the overall knee implants market and in some geographic markets.

| (50) | In relation to partial knee implants, the Commission concluded on the basis of its market investigation that the Parties are two leading players and close competitors. There is limited switching to other competitors and high barriers to entry. |
| --- | --- |

(50)

In relation to partial knee implants, the Commission concluded on the basis of its market investigation that the Parties are two leading players and close competitors. There is limited switching to other competitors and high barriers to entry.

| (51) | In relation to elbow implants, the merger will combine the two main competitors, resulting in market shares of over [60-70] %, which in some countries are as high as [90-100] %. There are very few residual competitors and these are not considered sufficient to replace the competitive constraint that the Parties currently exercise on each other. |
| --- | --- |

(51)

In relation to elbow implants, the merger will combine the two main competitors, resulting in market shares of over [60-70] %, which in some countries are as high as [90-100] %. There are very few residual competitors and these are not considered sufficient to replace the competitive constraint that the Parties currently exercise on each other.

| (52) | In relation to total knee implants, the Commission notes that the merger will combine two leading competitors who compete closely with each other. In Denmark (in relation to the total knee implants market and both the potential primary and revision knee markets), the merged entity will hold a market share of over [50-60] % and the number of competitors will reduce from three to two. Similarly, the merger will create a market leader in Sweden, eliminating a close competitor in relation to the total knee implants market and the potential primary knee market. |
| --- | --- |

(52)

In relation to total knee implants, the Commission notes that the merger will combine two leading competitors who compete closely with each other. In Denmark (in relation to the total knee implants market and both the potential primary and revision knee markets), the merged entity will hold a market share of over [50-60] % and the number of competitors will reduce from three to two. Similarly, the merger will create a market leader in Sweden, eliminating a close competitor in relation to the total knee implants market and the potential primary knee market.

| (53) | Following its in depth market investigation, the Commission concludes that the proposed merger would significantly impede effective competition through the creation or strengthening of a dominant position in the following markets:






  (a) | the markets for partial knee implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Norway, Poland, Portugal, Slovenia, Spain, Sweden and United Kingdom; |
| --- | --- | --- |

(53)

Following its in depth market investigation, the Commission concludes that the proposed merger would significantly impede effective competition through the creation or strengthening of a dominant position in the following markets:

(a)

the markets for partial knee implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Norway, Poland, Portugal, Slovenia, Spain, Sweden and United Kingdom;

| (b) | the markets for elbow implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, France, Germany, Italy, Norway, Portugal, Spain, Sweden and United Kingdom; and |
| --- | --- |

(b)

the markets for elbow implants in Austria, Belgium (including Luxembourg), Czech Republic, Denmark, France, Germany, Italy, Norway, Portugal, Spain, Sweden and United Kingdom; and

| (c) | the markets for total knee implants in Denmark and Sweden. |
| --- | --- |

(c)

the markets for total knee implants in Denmark and Sweden.

6.   COMMITMENTS

| (54) | On 3 December 2014 the Notifying Party formally submitted commitments pursuant to Article 8(2) of the Merger Regulation, purporting to address the Commission’s concerns regarding the proposed merger (‘the Commitments of 3 December 2014’) in relation to the national partial knee, elbow and total (primary and revision) knee implant markets. The Commission subjected these commitments to a market test. The market test indicated that the commitments were insufficient to entirely eliminate the concerns raised by the proposed merger. The Commission communicated the results of the market test to the Notifying Party on 18 December 2014. |
| --- | --- |

(54)

On 3 December 2014 the Notifying Party formally submitted commitments pursuant to Article 8(2) of the Merger Regulation, purporting to address the Commission’s concerns regarding the proposed merger (‘the Commitments of 3 December 2014’) in relation to the national partial knee, elbow and total (primary and revision) knee implant markets. The Commission subjected these commitments to a market test. The market test indicated that the commitments were insufficient to entirely eliminate the concerns raised by the proposed merger. The Commission communicated the results of the market test to the Notifying Party on 18 December 2014.

| (55) | In order to address the issues raised in the market test, the Notifying Party informally submitted revised commitments on 24 January 2015. The Commission consulted various market participants on a number of aspects of these informal revisions. |
| --- | --- |

(55)

In order to address the issues raised in the market test, the Notifying Party informally submitted revised commitments on 24 January 2015. The Commission consulted various market participants on a number of aspects of these informal revisions.

| (56) | Subsequently, the Notifying Party formally submitted a revised second set of commitments on 9 February 2015 (‘the Final Commitments’). |
| --- | --- |

(56)

Subsequently, the Notifying Party formally submitted a revised second set of commitments on 9 February 2015 (‘the Final Commitments’).

Substance of the proposal

| (57) | The Divestment Businesses consist of:






  (a) | the divestiture of the ZUK Divestment Business (as described in Schedule 1 to the Final Commitments) in the EEA; |
| --- | --- | --- |

(57)

The Divestment Businesses consist of:

(a)

the divestiture of the ZUK Divestment Business (as described in Schedule 1 to the Final Commitments) in the EEA;

| (b) | the divestiture of the Discovery Elbow Divestment Business (as described in Schedule 2 to the Final Commitments) in the EEA; and |
| --- | --- |

(b)

the divestiture of the Discovery Elbow Divestment Business (as described in Schedule 2 to the Final Commitments) in the EEA; and

| (c) | the divestiture of the Vanguard Knee Divestment Business (as described in Schedule 3 to the Commitments) in Denmark and Sweden and, in order to ensure the viability of the Vanguard Knee Divestment Business in Denmark and Sweden, an EEA-wide licence to the rights and know-how which are currently used and are needed for the manufacturing of an exact copy of the Vanguard Knee Product Line, under a different brand name, for the EEA and for the development of the pipeline projects as defined at the time of Closing (the ‘Vanguard Knee EEA Licence’). |
| --- | --- |

(c)

the divestiture of the Vanguard Knee Divestment Business (as described in Schedule 3 to the Commitments) in Denmark and Sweden and, in order to ensure the viability of the Vanguard Knee Divestment Business in Denmark and Sweden, an EEA-wide licence to the rights and know-how which are currently used and are needed for the manufacturing of an exact copy of the Vanguard Knee Product Line, under a different brand name, for the EEA and for the development of the pipeline projects as defined at the time of Closing (the ‘Vanguard Knee EEA Licence’).

| (58) | The ZUK, Discovery Elbow and Vanguard Knee Divestment Businesses include in particular the following key tangible and intangible assets:






  (a) | tangible assets relating to the Divestment Businesses for use exclusively in the geographic boundaries described in the preceding recital. These tangible assets include implant and instrumentation inventory, copies of design history files, demonstration models, testing and clinical evaluation reports and marketing-related materials and supporting materials for training purposes) (9); |
| --- | --- | --- |

(58)

The ZUK, Discovery Elbow and Vanguard Knee Divestment Businesses include in particular the following key tangible and intangible assets:

(a)

tangible assets relating to the Divestment Businesses for use exclusively in the geographic boundaries described in the preceding recital. These tangible assets include implant and instrumentation inventory, copies of design history files, demonstration models, testing and clinical evaluation reports and marketing-related materials and supporting materials for training purposes) (9);

| (b) | intangible assets for use exclusively in the geographic boundaries described in the preceding recital. These intangible assets include: (i) the transfer of intellectual property rights used exclusively for the products of the Divestment Businesses; (ii) fully paid-up non-exclusive licences to other intellectual property rights that are used and needed for the manufacturing, marketing or sale of the products of the Divestment Businesses as at the time of closing; (iii) the transfer of technical and manufacturing know-how, trade secrets and designs; (iv) as regards the Vanguard Divestment Business in Denmark and Sweden, a fully paid-up and royalty-free, non-exclusive licence to the IP and know-how necessary for the manufacturing and marketing or sale of ARCOM polyethylene (including any rights/assistance required to manufacture ARCOM as well as reasonable assistance to access raw materials); (v) as regards the ZUK Divestment Business, a fully paid-up and royalty-free, non-exclusive licence to the IP and know-how necessary for the manufacturing and marketing or sale of the PMMA pre-coat process; and (vi) as regards the Discovery Divestment Business, a fully paid-up and royalty-free, non-exclusive licence to the IP and know-how necessary for the manufacturing and marketing or sale of ARCOM polyethylene (including any rights/assistance required to manufacture ARCOM as well as reasonable assistance to access raw materials); |
| --- | --- |

(b)

intangible assets for use exclusively in the geographic boundaries described in the preceding recital. These intangible assets include: (i) the transfer of intellectual property rights used exclusively for the products of the Divestment Businesses; (ii) fully paid-up non-exclusive licences to other intellectual property rights that are used and needed for the manufacturing, marketing or sale of the products of the Divestment Businesses as at the time of closing; (iii) the transfer of technical and manufacturing know-how, trade secrets and designs; (iv) as regards the Vanguard Divestment Business in Denmark and Sweden, a fully paid-up and royalty-free, non-exclusive licence to the IP and know-how necessary for the manufacturing and marketing or sale of ARCOM polyethylene (including any rights/assistance required to manufacture ARCOM as well as reasonable assistance to access raw materials); (v) as regards the ZUK Divestment Business, a fully paid-up and royalty-free, non-exclusive licence to the IP and know-how necessary for the manufacturing and marketing or sale of the PMMA pre-coat process; and (vi) as regards the Discovery Divestment Business, a fully paid-up and royalty-free, non-exclusive licence to the IP and know-how necessary for the manufacturing and marketing or sale of ARCOM polyethylene (including any rights/assistance required to manufacture ARCOM as well as reasonable assistance to access raw materials);

| (c) | transfer of, or if not legally possible, access to all licences, permits and authorisations issued by any governmental organisation needed to develop, manufacture and market the products of the Divestment Businesses (including CE marks); |
| --- | --- |

(c)

transfer of, or if not legally possible, access to all licences, permits and authorisations issued by any governmental organisation needed to develop, manufacture and market the products of the Divestment Businesses (including CE marks);

| (d) | licence of rights under sub-contracting agreements and supply agreements or, where not possible, transitional back-to-back supply agreements for the devices and input materials relevant to the Divestment Businesses, as well as rights under consultancy or development agreements with key opinion leaders (‘KOLs’); |
| --- | --- |

(d)

licence of rights under sub-contracting agreements and supply agreements or, where not possible, transitional back-to-back supply agreements for the devices and input materials relevant to the Divestment Businesses, as well as rights under consultancy or development agreements with key opinion leaders (‘KOLs’);

| (e) | customer contracts, commitments and customer orders of the Divestment Businesses or, if not legally possible, the continued supply of the products by Zimmer while ensuring a commission on those sales for the purchaser(s) (10); |
| --- | --- |

(e)

customer contracts, commitments and customer orders of the Divestment Businesses or, if not legally possible, the continued supply of the products by Zimmer while ensuring a commission on those sales for the purchaser(s) (10);

| (f) | customer lists, customer credit and other customer records of the Divestment Businesses, as well as other business records; and |
| --- | --- |

(f)

customer lists, customer credit and other customer records of the Divestment Businesses, as well as other business records; and

| (g) | Key Personnel. |
| --- | --- |

(g)

Key Personnel.

| (59) | The Notifying Party has described the intangible assets in the Annexes to the Final Commitments. Annex 3 to the Final Commitments lists patents and patent applications that are used exclusively for the Divestment Business, whereas Annex 6 lists patents and patent applications that are not exclusive to the Divestment Business but which are necessary for the manufacturing of the products (the former will be transferred to the purchaser and the latter will be provided under a non-exclusive licence). Annex 4 to the Final Commitments lists three Community trademarks that are being used in connection with the Vanguard Knee Divestment Business, but that are not exclusive to the Vanguard Knee Divestment Business. |
| --- | --- |

(59)

The Notifying Party has described the intangible assets in the Annexes to the Final Commitments. Annex 3 to the Final Commitments lists patents and patent applications that are used exclusively for the Divestment Business, whereas Annex 6 lists patents and patent applications that are not exclusive to the Divestment Business but which are necessary for the manufacturing of the products (the former will be transferred to the purchaser and the latter will be provided under a non-exclusive licence). Annex 4 to the Final Commitments lists three Community trademarks that are being used in connection with the Vanguard Knee Divestment Business, but that are not exclusive to the Vanguard Knee Divestment Business.

| (60) | The Notifying Party submits that the full list of the tangible and intangible assets relating to the Divestment Businesses is provided with the Final Commitments. Therefore, the Final Commitments are comprehensive of all tangible and intangible assets required to enable the purchaser(s) to manufacture and market the products of the Divestment Businesses, as applicable, and as at the time of Closing. |
| --- | --- |

(60)

The Notifying Party submits that the full list of the tangible and intangible assets relating to the Divestment Businesses is provided with the Final Commitments. Therefore, the Final Commitments are comprehensive of all tangible and intangible assets required to enable the purchaser(s) to manufacture and market the products of the Divestment Businesses, as applicable, and as at the time of Closing.

| (61) | Zimmer has also offered the following additional arrangements with regard to the ZUK, Discovery Elbow and Vanguard Knee Divestment Businesses (on a reasonable cost-plus basis) (11):






  (a) | to provide transitory, non-exclusive supply or manufacturing arrangements for the products of the Divestment Businesses and relevant technologies, for a transitional period of up to 24 months from Closing, with the possibility of an additional extension of 12 months if the Monitoring Trustee deems necessary; |
| --- | --- | --- |

(61)

Zimmer has also offered the following additional arrangements with regard to the ZUK, Discovery Elbow and Vanguard Knee Divestment Businesses (on a reasonable cost-plus basis) (11):

(a)

to provide transitory, non-exclusive supply or manufacturing arrangements for the products of the Divestment Businesses and relevant technologies, for a transitional period of up to 24 months from Closing, with the possibility of an additional extension of 12 months if the Monitoring Trustee deems necessary;

| (b) | to provide reasonable technical assistance for a transitional period of up to 24 months from closing, in order to enable the purchaser(s) to assume responsibility for the manufacture, marketing and sale of the products of the Divestment Businesses and the relevant technologies, with the possibility of an additional extension of 12 months if the Monitoring Trustee deems necessary (12); |
| --- | --- |

(b)

to provide reasonable technical assistance for a transitional period of up to 24 months from closing, in order to enable the purchaser(s) to assume responsibility for the manufacture, marketing and sale of the products of the Divestment Businesses and the relevant technologies, with the possibility of an additional extension of 12 months if the Monitoring Trustee deems necessary (12);

| (c) | to provide training on the products of the Divestment Business and the relevant technologies on a reasonable cost-plus basis as well as technical training; and |
| --- | --- |

(c)

to provide training on the products of the Divestment Business and the relevant technologies on a reasonable cost-plus basis as well as technical training; and

| (d) | to provide a transitional supply or manufacturing arrangement for certain common platform technologies for up to 2 years, commencing once the purchaser has started manufacturing the relevant product line of each Divestment Business, on a reasonable cost plus basis, to allow the purchaser continued access to the relevant common technologies. This period may be extended by the Monitoring Trustee for a further period of 12 months if the Monitoring Trustee deems it necessary. |
| --- | --- |

(d)

to provide a transitional supply or manufacturing arrangement for certain common platform technologies for up to 2 years, commencing once the purchaser has started manufacturing the relevant product line of each Divestment Business, on a reasonable cost plus basis, to allow the purchaser continued access to the relevant common technologies. This period may be extended by the Monitoring Trustee for a further period of 12 months if the Monitoring Trustee deems it necessary.

| (62) | The Vanguard Knee EEA Licence provisions of the Commitments include in particular: (i) tangible assets for use exclusively in the EEA, including copies of design history files and copies of publicly available testing and clinical data and market research reports as at the time of Closing; and (ii) intangible assets, such as a non-exclusive licence to intellectual property rights applicable (exclusively and not exclusively) to the Vanguard product line in the EEA and which are necessary for the manufacturing, marketing or sale of the copy product subject to the Vanguard EEA licence in the EEA, a non-exclusive licence to all technical and manufacturing know-how, trade secrets and designs which are used exclusively for the Vanguard product line in the EEA, a non-exclusive licence to the intellectual property rights which are necessary for the manufacturing, marketing or sale of ARCOM polyethylene, for copies of the Vanguard product line in the EEA and a non-exclusive licence to the intellectual property rights and know-how necessary for the manufacturing, marketing or sale of instruments that are used in connection with, but are not exclusive to, the copy of the Vanguard product line in the EEA. |
| --- | --- |

(62)

The Vanguard Knee EEA Licence provisions of the Commitments include in particular: (i) tangible assets for use exclusively in the EEA, including copies of design history files and copies of publicly available testing and clinical data and market research reports as at the time of Closing; and (ii) intangible assets, such as a non-exclusive licence to intellectual property rights applicable (exclusively and not exclusively) to the Vanguard product line in the EEA and which are necessary for the manufacturing, marketing or sale of the copy product subject to the Vanguard EEA licence in the EEA, a non-exclusive licence to all technical and manufacturing know-how, trade secrets and designs which are used exclusively for the Vanguard product line in the EEA, a non-exclusive licence to the intellectual property rights which are necessary for the manufacturing, marketing or sale of ARCOM polyethylene, for copies of the Vanguard product line in the EEA and a non-exclusive licence to the intellectual property rights and know-how necessary for the manufacturing, marketing or sale of instruments that are used in connection with, but are not exclusive to, the copy of the Vanguard product line in the EEA.

| (63) | The Vanguard Knee EEA Licence provisions also include the following transitional supply arrangements: an up to 2 year transitional supply or manufacturing agreement, once the purchaser has started manufacturing the Vanguard copy for the EEA, on a reasonable at cost plus basis, to allow the purchaser continued access to the ARCOM polyethylene, the Regenerex Porous Titanium Construct and the E1, in relation to the production of copies of the Vanguard product line in the EEA. |
| --- | --- |

(63)

The Vanguard Knee EEA Licence provisions also include the following transitional supply arrangements: an up to 2 year transitional supply or manufacturing agreement, once the purchaser has started manufacturing the Vanguard copy for the EEA, on a reasonable at cost plus basis, to allow the purchaser continued access to the ARCOM polyethylene, the Regenerex Porous Titanium Construct and the E1, in relation to the production of copies of the Vanguard product line in the EEA.

The Commission’s Assessment

| (64) | The Commission has assessed the suitability of the Final Commitments to fully eliminate the concerns identified in relation to the relevant markets where the Commission has identified a significant impediment to effective competition. |
| --- | --- |

(64)

The Commission has assessed the suitability of the Final Commitments to fully eliminate the concerns identified in relation to the relevant markets where the Commission has identified a significant impediment to effective competition.

| (65) | In relation to the ZUK Divestment Business, the Final Commitments ensure that the purchaser will acquire the position that Zimmer currently holds in the partial knee implants market. Similarly, in relation to the Discovery Elbow Divestment Business, the Final Commitments ensure that the purchaser will acquire the position that Biomet currently holds in the elbow implants market. Finally, the Vanguard Knee is Biomet’s best-selling knee implant in Denmark and Sweden, with more than [...] units sold, representing [60-70] % of its sales in Denmark and [90-100] % of its sales in Sweden (13). Thus, the proposed remedy will substantially reduce Zimmer’s post-merger market share in this market in these two countries, transferring the largest part of Biomet’s share to a competitor, thereby remedying any competition concerns in these two countries (14). |
| --- | --- |

(65)

In relation to the ZUK Divestment Business, the Final Commitments ensure that the purchaser will acquire the position that Zimmer currently holds in the partial knee implants market. Similarly, in relation to the Discovery Elbow Divestment Business, the Final Commitments ensure that the purchaser will acquire the position that Biomet currently holds in the elbow implants market. Finally, the Vanguard Knee is Biomet’s best-selling knee implant in Denmark and Sweden, with more than [...] units sold, representing [60-70] % of its sales in Denmark and [90-100] % of its sales in Sweden (13). Thus, the proposed remedy will substantially reduce Zimmer’s post-merger market share in this market in these two countries, transferring the largest part of Biomet’s share to a competitor, thereby remedying any competition concerns in these two countries (14).

| (66) | The Commission finds that the remedies for the ZUK and Discovery Elbow are not only directed towards Group 1 national markets but are EEA-wide in scope. The Commission notes that the divestments are permanent, and that the package includes everything that could be required to effectively transfer the Divestment Businesses to the purchaser(s) and to ensure that the purchaser(s) can swiftly and effectively step into the shoes of Zimmer/Biomet (such as a transitional supply or manufacturing arrangements, technical assistance, training and assistance on the divested product, and even Key Personnel related to the products of the Divestment Businesses). |
| --- | --- |

(66)

The Commission finds that the remedies for the ZUK and Discovery Elbow are not only directed towards Group 1 national markets but are EEA-wide in scope. The Commission notes that the divestments are permanent, and that the package includes everything that could be required to effectively transfer the Divestment Businesses to the purchaser(s) and to ensure that the purchaser(s) can swiftly and effectively step into the shoes of Zimmer/Biomet (such as a transitional supply or manufacturing arrangements, technical assistance, training and assistance on the divested product, and even Key Personnel related to the products of the Divestment Businesses).

| (67) | In addition, the Commission considers that the transitional arrangements, in combination with the additional purchaser criteria will ensure that the purchaser will be able to enter the relevant markets swiftly and compete effectively with the merged entity. On the basis of the above, the Commission concludes that the Final Commitments are suitable to remove the significant impediment to effective competition. The Commission considers that the Final Commitments are viable, comprehensive and effective and Commitments are capable of being implemented effectively within a short period of time. The Commission also considers that the upfront buyer clause contained in the Final Commitments enables the Commission to be able to conclude with the requisite degree of certainty that the Final Commitments will be fully implemented and that effective competition will be maintained on the relevant markets. Moreover, the Commission considers that the strict purchaser criteria in the Final Commitments are appropriate to ensure the suitability of the proposed purchasers. |
| --- | --- |

(67)

In addition, the Commission considers that the transitional arrangements, in combination with the additional purchaser criteria will ensure that the purchaser will be able to enter the relevant markets swiftly and compete effectively with the merged entity. On the basis of the above, the Commission concludes that the Final Commitments are suitable to remove the significant impediment to effective competition. The Commission considers that the Final Commitments are viable, comprehensive and effective and Commitments are capable of being implemented effectively within a short period of time. The Commission also considers that the upfront buyer clause contained in the Final Commitments enables the Commission to be able to conclude with the requisite degree of certainty that the Final Commitments will be fully implemented and that effective competition will be maintained on the relevant markets. Moreover, the Commission considers that the strict purchaser criteria in the Final Commitments are appropriate to ensure the suitability of the proposed purchasers.

7.   CONCLUSION AND PROPOSAL

The Commission therefore proposes to declare the concentration as modified by the commitments of 9 February 2015 as compatible with the internal market and the EEA Agreement, in accordance with Articles 2(2) and Article 8(2) of the Merger Regulation and Article 57 of the EEA Agreement.

---

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

(2)  Commission decision of 28 October 1998 in Case M.1286 — Johnson&Johnson/DePuy, paragraphs 10 and following; and Commission decision of 27 May 2003 in Case M.3146 — Smith&Nephew/Centerpulse, paragraphs 13-14.

(3)  Commission decision of 27 May 2003 in Case M.3146 — Smith&Nephew/Centerpulse, paragraphs 13-14.

(4)  Commission decision of 28 October 1998 in Case M.1286 — Johnson & Johnson / DePuy, paragraphs 12-13 and Commission decision of 27 May 2003 in Case M.3146 — Smith&Nephew / Centerpulse, paragraphs 11-12.

(5)  Commission decision of 18 April 2012 in Case M.6266 — Johnson&Johnson/Synthes, paragraphs 89-96.

(6)  Commission decision of 18 April 2012 in Case M.6266 — Johnson&Johnson/Synthes, paragraph 118; Commission decision of 28 October 1998 in case no M.1286 — Johnson & Johnson/DePuy, paragraphs 16-20 and Commission decision of 27 May 2003 in Case M.3146 — Smith&Nephew/Centerpulse, paragraph 16.

(7)  Responses to Questionnaire Q1 to competitors, question 91, and Responses to Questionnaire Q2 to customers, question 21.

(8)  This approach has also been applied in other cases in the area of orthopaedic medical devices and pharmaceutical products. See Commission decision of 22 July 2013 in Case M.6851 — Baxter International/Gambro, paragraph 117; Commission decision of 18 August 2011 in Case M.6293 — Thermo Fisher/Phadia, paragraphs 26-27; and Commission decision of 18 April 2012 in case M.6266 — Johnson&Johnson/Synthes, paragraphs 139-140.

(9)  In case of a global divestiture, certain tooling and fixtures for the ZUK and the Discovery will also be offered. No such tooling and fixtures are offered for the Vanguard Knee as Zimmer will continue manufacturing the product.

(10)  Where consent by third parties may be required, Zimmer will take all reasonable efforts to obtain such consent.

(11)  The said transitional arrangements will be offered on a reasonable cost-plus basis.

(12)  Such assistance may include assisting the purchaser to establish manufacturing processes, inventory management, warehousing and distribution, billing and collections, supplier management and regulatory support.

(13)  The remainder of Biomet’s share in Denmark and Sweden relates to the AGC Knee[...].

(14)  Notifying Party, Form RM, 9 February 2015.

---

V Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

| 26.2.2016 | EN | Official Journal of the European Union | C 74/23 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/23

---

Prior notification of a concentration

(Case M.7906 — Equistone Partners Europe/Mecaplast Group)

Candidate case for simplified procedure

(Text with EEA relevance)

(2016/C 74/09)

| 1. | On 16 February 2016, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the Equistone Partners Europe SAS (‘EPE’, France) controlled by Equistone LLP (United Kingdom) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of Financière Mecaplast SAS (‘Financière Mecaplast’, France) and indirectly of its 100 % held subsidiary Mecaplast SAM (‘Mecaplast’, France) and all of the latter’s subsidiaries, together the ‘Mecaplast Group’ by way of purchase of shares. |
| --- | --- |

1.

On 16 February 2016, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the Equistone Partners Europe SAS (‘EPE’, France) controlled by Equistone LLP (United Kingdom) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of Financière Mecaplast SAS (‘Financière Mecaplast’, France) and indirectly of its 100 % held subsidiary Mecaplast SAM (‘Mecaplast’, France) and all of the latter’s subsidiaries, together the ‘Mecaplast Group’ by way of purchase of shares.

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






  — | Mecaplast Group is active in the manufacture and supply of automotive components, |
| --- | --- | --- |

2.

The business activities of the undertakings concerned are:

—

Mecaplast Group is active in the manufacture and supply of automotive components,

| — | EPE is an investment firm mainly active in medium-sized companies, with a portfolio spanning in a number of industries. |
| --- | --- |

—

EPE is an investment firm mainly active in medium-sized companies, with a portfolio spanning in a number of industries.

| 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. 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 this Notice. |
| --- | --- |

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. 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 this Notice.

| 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 email to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference M.7906 — Equistone Partners Europe/Mecaplast Group, to the following address:





  European Commission |
| --- | --- |
| 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 email to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference M.7906 — Equistone Partners Europe/Mecaplast Group, to the following 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’).

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

---

| 26.2.2016 | EN | Official Journal of the European Union | C 74/24 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/24

---

Prior notification of a concentration

(Case M.7964 — Recruit Holdings/USG People)

Candidate case for simplified procedure

(Text with EEA relevance)

(2016/C 74/10)

| 1. | On 19 February 2016, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking Recruit Holdings Co., Ltd (‘Recruit’, Japan) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of the undertaking USG People N.V. (‘USG’, the Netherlands), by way of a public tender offer. |
| --- | --- |

1.

On 19 February 2016, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking Recruit Holdings Co., Ltd (‘Recruit’, Japan) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of the undertaking USG People N.V. (‘USG’, the Netherlands), by way of a public tender offer.

| 2. | The business activities of the undertakings concerned are:
  —   for Recruit: provision of marketing media, human resources media and employment services,
  —   for USG: provision of temporary employment services, permanent placement services and other HR related services. |
| --- | --- |

2.

The business activities of the undertakings concerned are:

—   for Recruit: provision of marketing media, human resources media and employment services,

—   for USG: provision of temporary employment services, permanent placement services and other HR related services.

| 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. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under 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 this Notice. |
| --- | --- |

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. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under 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 this Notice.

| 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 email to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference M.7964 — Recruit Holdings/USG People, to the following address:





  European Commission |
| --- | --- |
| 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 email to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference M.7964 — Recruit Holdings/USG People, to the following 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’).

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

---

| 26.2.2016 | EN | Official Journal of the European Union | C 74/25 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/25

---

Prior notification of a concentration

(Case M.7953 — AXA/Group CM-11/Target)

Candidate case for simplified procedure

(Text with EEA relevance)

(2016/C 74/11)

| 1. | On 19 February 2016, the European Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which a number of entities controlled by the undertakings AXA SA (‘AXA’, France) and Assurances du Crédit Mutuel Vie SA (‘ACM Vie’, France) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint indirect control of an office building by way of purchase of shares. |
| --- | --- |

1.

On 19 February 2016, the European Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which a number of entities controlled by the undertakings AXA SA (‘AXA’, France) and Assurances du Crédit Mutuel Vie SA (‘ACM Vie’, France) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint indirect control of an office building by way of purchase of shares.

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






  — | AXA is a global insurance group active in life and health insurance, other forms of insurance, and investment management; |
| --- | --- | --- |

2.

The business activities of the undertakings concerned are:

—

AXA is a global insurance group active in life and health insurance, other forms of insurance, and investment management;

| — | ACM Vie develops and markets a full range of personal insurance products. ACM Vie is a wholly owned subsidiary of Groupe des Assurances du Crédit Mutuel SA, which is controlled by Banque Fédérative du Crédit Mutuel SA; |
| --- | --- |

—

ACM Vie develops and markets a full range of personal insurance products. ACM Vie is a wholly owned subsidiary of Groupe des Assurances du Crédit Mutuel SA, which is controlled by Banque Fédérative du Crédit Mutuel SA;

| — | The office building is located in the business district of La Défense in France. |
| --- | --- |

—

The office building is located in the business district of La Défense in France.

| 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. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under 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 this Notice. |
| --- | --- |

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. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under 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 this Notice.

| 4. | The Commission invites interested third parties to submit to it their observations on the proposed operation.
  Observations must reach the Commission no later than 10 days following the date on which this notification is published. They can be sent to the Commission under reference number M.7953 — AXA/Group CM-11/Target by fax (+32 22964301), by email to COMP-MERGER-REGISTRY@ec.europa.eu or by post to the following address:





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

4.

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

Observations must reach the Commission no later than 10 days following the date on which this notification is published. They can be sent to the Commission under reference number M.7953 — AXA/Group CM-11/Target by fax (+32 22964301), by email to COMP-MERGER-REGISTRY@ec.europa.eu or by post to the following 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’).

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

---

OTHER ACTS

European Commission

| 26.2.2016 | EN | Official Journal of the European Union | C 74/26 |
| --- | --- | --- | --- |

26.2.2016

EN

Official Journal of the European Union

C 74/26

---

Acknowledgement of receipt of complaint CHAP(2015) 2880

(2016/C 74/12)

| 1. | The European Commission has received a series of complaints about alleged discriminatory taxation of cross-border workers in Slovenia. It is claimed that the additional tax burden imposed on Slovenian residents working in Austria breaches the fundamental freedoms as guaranteed by the TFEU. |
| --- | --- |

1.

The European Commission has received a series of complaints about alleged discriminatory taxation of cross-border workers in Slovenia. It is claimed that the additional tax burden imposed on Slovenian residents working in Austria breaches the fundamental freedoms as guaranteed by the TFEU.

| 2. | The Commission has registered these complaints in the central application for the registration of complaints on the application of Union law by a Member State under reference number CHAP(2015) 2880. |
| --- | --- |

2.

The Commission has registered these complaints in the central application for the registration of complaints on the application of Union law by a Member State under reference number CHAP(2015) 2880.

| 3. | Given the significant number of complaints it received on this subject, the Commission, with a view to responding swiftly and informing those concerned while making the most economical use of its administrative resources, is publishing this acknowledgment of receipt in the Official Journal of the European Union, and on the Internet at: http://ec.europa.eu/eu_law/complaints/receipt/index_en.htm |
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3.

Given the significant number of complaints it received on this subject, the Commission, with a view to responding swiftly and informing those concerned while making the most economical use of its administrative resources, is publishing this acknowledgment of receipt in the Official Journal of the European Union, and on the Internet at: http://ec.europa.eu/eu_law/complaints/receipt/index_en.htm

| 4. | The complainants will be informed, through the same channels, of the results of the Commission’s examination of these complaints and of the follow-up that the Commission may decide to take. |
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4.

The complainants will be informed, through the same channels, of the results of the Commission’s examination of these complaints and of the follow-up that the Commission may decide to take.

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