# Official Journal C 220/2013

| | ISSN 1977-091X
  doi:10.3000/1977091X.C_2013.220.eng |
| --- | --- |
| Official Journal
  of the European Union | C 220 |
| | |
| English edition | Information and Notices | Volume 561 August 2013 |

ISSN 1977-091X

doi:10.3000/1977091X.C_2013.220.eng

Official Journal

of the European Union

C 220

English edition

Information and Notices

Volume 561 August 2013

---

| Notice No | Contents | page |
| --- | --- | --- |
| | II   Information |
| | INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2013/C 220/01 | Authorisation for State aid pursuant to Articles 107 and 108 of the TFEU — Cases where the Commission raises no objections (
  1
  ) | 1 |
| 2013/C 220/02 | Authorisation for State aid pursuant to Articles 107 and 108 of the TFEU — Cases where the Commission raises no objections (
  2
  ) | 4 |
| 2013/C 220/03 | Non-opposition to a notified concentration (Case COMP/M.6975 — Dubal Holding/MDCI/EGA JV) (
  1
  ) | 5 |

Notice No

Contents

page

II   Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2013/C 220/01

Authorisation for State aid pursuant to Articles 107 and 108 of the TFEU — Cases where the Commission raises no objections (
  1
  )

1

1

2013/C 220/02

Authorisation for State aid pursuant to Articles 107 and 108 of the TFEU — Cases where the Commission raises no objections (
  2
  )

2

4

2013/C 220/03

Non-opposition to a notified concentration (Case COMP/M.6975 — Dubal Holding/MDCI/EGA JV) (
  1
  )

1

5

| | IV   Notices |
| --- | --- |
| | NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2013/C 220/04 | Euro exchange rates | 6 |
| 2013/C 220/05 | Notice to importers — Imports of tuna products from Thailand into the European Union | 7 |
| 2013/C 220/06 | Opinion of the Advisory Committee on mergers given at its meeting of 7 September 2012 regarding a draft decision relating to Case COMP/M.6458 — Universal/EMI — Rapporteur: United Kingdom | 8 |
| 2013/C 220/07 | Final report of the Hearing Officer — Universal Music Group/EMI Music (COMP/M.6458) | 10 |
| 2013/C 220/08 | Summary of Commission Decision of 21 September 2012 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case COMP/M.6458 — Universal Music Group/EMI Music) (notified under document C(2012) 6459)
   (
  1
  ) | 15 |
| | NOTICES FROM MEMBER STATES |
| 2013/C 220/09 | Notice concerning the implementation of Article 9a(7) of Regulation (EC) No 550/2004 of the European Parliament and of the Council on the provision of air navigation services in the single European sky (Publication of Member States' decisions establishing Functional Airspace Blocks) | 23 |
| 2013/C 220/10 | Commission notice pursuant to Article 17(5) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community — Invitation to tender in respect of the operation of scheduled air services in accordance with public service obligations (
  1
  ) | 23 |
| 2013/C 220/11 | Commission notice pursuant to Article 17(5) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community — Invitation to tender in respect of the operation of scheduled air services in accordance with public service obligations (
  1
  ) | 24 |
| 2013/C 220/12 | Commission notice pursuant to Article 17(5) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community — Invitation to tender in respect of the operation of scheduled air services in accordance with public service obligations (
  1
  ) | 24 |
| 2013/C 220/13 | Commission notice pursuant to Article 16(4) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community — Amendment of public service obligations in respect of scheduled air services (
  1
  ) | 25 |
| | NOTICES CONCERNING THE EUROPEAN ECONOMIC AREA |
| | EFTA Surveillance Authority |
| 2013/C 220/14 | Communication from the EFTA Surveillance Authority concerning derogations by Norway from certain characteristics set out in the Act referred to at point 18wb of Annex XXI to the EEA Agreement, Commission Regulation (EU) No 88/2011 implementing Regulation (EC) No 452/2008 of the European Parliament and of the Council concerning the production and development of statistics on education and lifelong learning, as regards statistics on education and training systems | 26 |
| 2013/C 220/15 | Communication from the EFTA Surveillance Authority concerning derogations by Norway from certain characteristics set out in the Act referred to at point 18z2 of Annex XXI to the EEA Agreement, Commission Regulation (EU) No 349/2011 implementing Regulation (EC) No 1338/2008 of the European Parliament and of the Council on Community statistics on public health and health and safety at work, as regards statistics on accidents at work | 28 |

IV   Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2013/C 220/04

Euro exchange rates

6

2013/C 220/05

Notice to importers — Imports of tuna products from Thailand into the European Union

7

2013/C 220/06

Opinion of the Advisory Committee on mergers given at its meeting of 7 September 2012 regarding a draft decision relating to Case COMP/M.6458 — Universal/EMI — Rapporteur: United Kingdom

8

2013/C 220/07

Final report of the Hearing Officer — Universal Music Group/EMI Music (COMP/M.6458)

10

2013/C 220/08

Summary of Commission Decision of 21 September 2012 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case COMP/M.6458 — Universal Music Group/EMI Music) (notified under document C(2012) 6459)
   (
  1
  )

(notified under document C(2012) 6459)

1

15

NOTICES FROM MEMBER STATES

2013/C 220/09

Notice concerning the implementation of Article 9a(7) of Regulation (EC) No 550/2004 of the European Parliament and of the Council on the provision of air navigation services in the single European sky (Publication of Member States' decisions establishing Functional Airspace Blocks)

(Publication of Member States' decisions establishing Functional Airspace Blocks)

23

2013/C 220/10

Commission notice pursuant to Article 17(5) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community — Invitation to tender in respect of the operation of scheduled air services in accordance with public service obligations (
  1
  )

1

23

2013/C 220/11

Commission notice pursuant to Article 17(5) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community — Invitation to tender in respect of the operation of scheduled air services in accordance with public service obligations (
  1
  )

1

24

2013/C 220/12

Commission notice pursuant to Article 17(5) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community — Invitation to tender in respect of the operation of scheduled air services in accordance with public service obligations (
  1
  )

1

24

2013/C 220/13

Commission notice pursuant to Article 16(4) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community — Amendment of public service obligations in respect of scheduled air services (
  1
  )

1

25

NOTICES CONCERNING THE EUROPEAN ECONOMIC AREA

EFTA Surveillance Authority

2013/C 220/14

Communication from the EFTA Surveillance Authority concerning derogations by Norway from certain characteristics set out in the Act referred to at point 18wb of Annex XXI to the EEA Agreement, Commission Regulation (EU) No 88/2011 implementing Regulation (EC) No 452/2008 of the European Parliament and of the Council concerning the production and development of statistics on education and lifelong learning, as regards statistics on education and training systems

26

2013/C 220/15

Communication from the EFTA Surveillance Authority concerning derogations by Norway from certain characteristics set out in the Act referred to at point 18z2 of Annex XXI to the EEA Agreement, Commission Regulation (EU) No 349/2011 implementing Regulation (EC) No 1338/2008 of the European Parliament and of the Council on Community statistics on public health and health and safety at work, as regards statistics on accidents at work

28

| | V   Announcements |
| --- | --- |
| | PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY |
| | European Commission |
| 2013/C 220/16 | Prior notification of a concentration (Case COMP/M.6903 — RWA/GENOL) — Candidate case for simplified procedure (
  1
  ) | 29 |
| 2013/C 220/17 | Prior notification of a concentration (Case COMP/M.6999 — SPIE/HSS) — Candidate case for simplified procedure (
  1
  ) | 31 |
| 2013/C 220/18 | Prior notification of a concentration (Case COMP/M.6971 — Warburg Pincus/General Atlantic/Santander/Santander Asset Management) — Candidate case for simplified procedure (
  1
  ) | 32 |

V   Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

2013/C 220/16

Prior notification of a concentration (Case COMP/M.6903 — RWA/GENOL) — Candidate case for simplified procedure (
  1
  )

1

29

2013/C 220/17

Prior notification of a concentration (Case COMP/M.6999 — SPIE/HSS) — Candidate case for simplified procedure (
  1
  )

1

31

2013/C 220/18

Prior notification of a concentration (Case COMP/M.6971 — Warburg Pincus/General Atlantic/Santander/Santander Asset Management) — Candidate case for simplified procedure (
  1
  )

1

32

| | |
| --- | --- |
| | (1)   Text with EEA relevance |
| | (2)   Text with EEA relevance, except for products falling under Annex I to the Treaty |

---

(1)   Text with EEA relevance

1

(2)   Text with EEA relevance, except for products falling under Annex I to the Treaty

2

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

EN

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II Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 1.8.2013 | EN | Official Journal of the European Union | C 220/1 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/1

---

Authorisation for State aid pursuant to Articles 107 and 108 of the TFEU

Cases where the Commission raises no objections

(Text with EEA relevance)

2013/C 220/01

| Date of adoption of the decision | 2.7.2013 |
| --- | --- |
| Reference number of State Aid | SA.34160 (11/N) |
| Member State | Portugal |
| Region | Madeira | Article 107(3)(a) |
| Title (and/or name of the beneficiary) | Amendment of Zona Franca da Madeira scheme N 421/06 |
| Legal basis | Decreto-Lei n.o 500/80, de 20 de outubro de 1980 (Anexo I), Estatuto dos Benefícios Fiscais aprovado pelo Decreto-Lei n.o 215/89, de 1 de julho de 1989, consoante republicado em anexo I ao Decreto-lei n.o 108/2008, de 26 de junho de 2008 (art 33.o a 36.o), Lei n.o 64-B/2011, de 30 de dezembro (art 144.o e 146.o), que alteram o regime de auxílios fiscais da Zona Franca da Madeira (ZFM). |
| Type of measure | Scheme | — |
| Objective | Regional development |
| Form of aid | Tax rate reduction |
| Budget | | Overall budget: EUR 328,33 million |

Date of adoption of the decision

2.7.2013

Reference number of State Aid

SA.34160 (11/N)

Member State

Portugal

Region

Madeira

Article 107(3)(a)

Title (and/or name of the beneficiary)

Amendment of Zona Franca da Madeira scheme N 421/06

Legal basis

Decreto-Lei n.o 500/80, de 20 de outubro de 1980 (Anexo I), Estatuto dos Benefícios Fiscais aprovado pelo Decreto-Lei n.o 215/89, de 1 de julho de 1989, consoante republicado em anexo I ao Decreto-lei n.o 108/2008, de 26 de junho de 2008 (art 33.o a 36.o), Lei n.o 64-B/2011, de 30 de dezembro (art 144.o e 146.o), que alteram o regime de auxílios fiscais da Zona Franca da Madeira (ZFM).

Type of measure

Scheme

—

Objective

Regional development

Form of aid

Tax rate reduction

Budget

Overall budget: EUR 328,33 million

| | Annual budget: EUR 23,45 million |
| --- | --- |

Annual budget: EUR 23,45 million

Intensity

—

Duration (period)

Until 31.12.2013

Economic sectors

All economic sectors eligible to receive aid

Name and address of the granting authority

| Ministério das Finanças |
| --- |
| Av. Infante D. Henrique 1.o |
| 1149-009 Lisboa |
| PORTUGAL |

Ministério das Finanças

Av. Infante D. Henrique 1.o

1149-009 Lisboa

PORTUGAL

Other information

—

The authentic text(s) of the decision, from which all confidential information has been removed, can be found at:

http://ec.europa.eu/competition/elojade/isef/index.cfm

| Date of adoption of the decision | 6.2.2013 |
| --- | --- |
| Reference number of State Aid | SA.36020 (13/N) |
| Member State | Spain |
| Region | — | — |
| Title (and/or name of the beneficiary) | Prolongation of the Spanish guarantee scheme — first semester 2013 |
| Legal basis | Ley 2/2012, de 29 de junio, de Presupuestos Generales del Estado para el año 2012. |
| Type of measure | Scheme | — |
| Objective | Remedy for a serious disturbance in the economy |
| Form of aid | Guarantee |
| Budget | | Overall budget: EUR 100 000 million |

Date of adoption of the decision

6.2.2013

Reference number of State Aid

SA.36020 (13/N)

Member State

Spain

Region

—

—

Title (and/or name of the beneficiary)

Prolongation of the Spanish guarantee scheme — first semester 2013

Legal basis

Ley 2/2012, de 29 de junio, de Presupuestos Generales del Estado para el año 2012.

Type of measure

Scheme

—

Objective

Remedy for a serious disturbance in the economy

Form of aid

Guarantee

Budget

Overall budget: EUR 100 000 million

| | Annual budget: EUR 100 000 million |
| --- | --- |

Annual budget: EUR 100 000 million

Intensity

—

Duration (period)

30.1.2013-30.6.2013

Economic sectors

Financial and insurance activities

Name and address of the granting authority

| Ministerio de Economía y Competitividad |
| --- |
| Paseo de la Castellana, 162 |
| 28071 Madrid |
| ESPAÑA |

Ministerio de Economía y Competitividad

Paseo de la Castellana, 162

28071 Madrid

ESPAÑA

Other information

—

The authentic text(s) of the decision, from which all confidential information has been removed, can be found at:

http://ec.europa.eu/competition/elojade/isef/index.cfm

| Date of adoption of the decision | 27.6.2013 |
| --- | --- |
| Reference number of State Aid | SA.36180 (13/N) |
| Member State | Portugal |
| Region | — | — |
| Title (and/or name of the beneficiary) | Portuguese guarantee scheme on EIB lending |
| Legal basis | The scheme is based on the following provisions: Portuguese Law No 112/97 of 16 September and Article 103-A of Law No 64-B/2011 of 30 December as amended by Law No 20/2012 of 14 May 2012 |
| Type of measure | Scheme | Portuguese banks either borrowing or issuing bank guarantees on EIB loans |
| Objective | Remedy for a serious disturbance in the economy |
| Form of aid | Guarantee |
| Budget | | Overall budget: EUR 2 800 million |

Date of adoption of the decision

27.6.2013

Reference number of State Aid

SA.36180 (13/N)

Member State

Portugal

Region

—

—

Title (and/or name of the beneficiary)

Portuguese guarantee scheme on EIB lending

Legal basis

The scheme is based on the following provisions: Portuguese Law No 112/97 of 16 September and Article 103-A of Law No 64-B/2011 of 30 December as amended by Law No 20/2012 of 14 May 2012

Type of measure

Scheme

Portuguese banks either borrowing or issuing bank guarantees on EIB loans

Objective

Remedy for a serious disturbance in the economy

Form of aid

Guarantee

Budget

Overall budget: EUR 2 800 million

| | Annual budget: EUR 2 800 million |
| --- | --- |

Annual budget: EUR 2 800 million

Intensity

—

Duration (period)

27.6.2013-31.12.2013

Economic sectors

Financial service activities, except insurance and pension funding

Name and address of the granting authority

| Ministério das Finanças |
| --- |
| Av. Infante D. Henrique 1.o |
| 1149-009 Lisboa |
| PORTUGAL |

Ministério das Finanças

Av. Infante D. Henrique 1.o

1149-009 Lisboa

PORTUGAL

Other information

—

The authentic text(s) of the decision, from which all confidential information has been removed, can be found at:

http://ec.europa.eu/competition/elojade/isef/index.cfm

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/4 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/4

---

Authorisation for State aid pursuant to Articles 107 and 108 of the TFEU

Cases where the Commission raises no objections

(Text with EEA relevance, except for products falling under Annex I to the Treaty)

2013/C 220/02

| Date of adoption of the decision | 19.6.2013 |
| --- | --- |
| Reference number of State Aid | SA.35984 (13/NN) |
| Member State | Hungary |
| Region | Hungary | — |
| Title (and/or name of the beneficiary) | a részarány földkiadás során keletkezett osztatlan közös termőföldtulajdon megszüntetéséhez nyújtandó támogatás |
| Legal basis | — | a földrendező és a földkiadó bizottságokról szóló 1993. évi II. törvény 15. §-a, |

Date of adoption of the decision

19.6.2013

Reference number of State Aid

SA.35984 (13/NN)

Member State

Hungary

Region

Hungary

—

Title (and/or name of the beneficiary)

a részarány földkiadás során keletkezett osztatlan közös termőföldtulajdon megszüntetéséhez nyújtandó támogatás

Legal basis

—

a földrendező és a földkiadó bizottságokról szóló 1993. évi II. törvény 15. §-a,

| — | 405/2012 (XII.28.) Korm. rendelet a részarány földkiadás során keletkezett osztatlan közös tulajdon megszüntetésének részletes szabályairól |
| --- | --- |

—

405/2012 (XII.28.) Korm. rendelet a részarány földkiadás során keletkezett osztatlan közös tulajdon megszüntetésének részletes szabályairól

Type of measure

Scheme

—

Objective

Land reparcelling

Form of aid

Other

Budget

Overall budget: HUF 25 000 million

Intensity

100 %

Duration (period)

Until 31.12.2018

Economic sectors

Agriculture, forestry and fishing

Name and address of the granting authority

| Vidékfejlesztési Minisztérium |
| --- |
| Budapest |
| Kossuth Lajos tér 11. |
| 1055 |
| MAGYARORSZÁG/HUNGARY |

Vidékfejlesztési Minisztérium

Budapest

Kossuth Lajos tér 11.

1055

MAGYARORSZÁG/HUNGARY

Other information

—

The authentic text(s) of the decision, from which all confidential information has been removed, can be found at:

http://ec.europa.eu/competition/elojade/isef/index.cfm

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/5 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/5

---

Non-opposition to a notified concentration

(Case COMP/M.6975 — Dubal Holding/MDCI/EGA JV)

(Text with EEA relevance)

2013/C 220/03

On 23 July 2013, the Commission decided not to oppose the above notified concentration and to declare it compatible with the common market. This decision is based on Article 6(1)(b) of Council Regulation (EC) No 139/2004. The full text of the decision is available only in English and will be made public after it is cleared of any business secrets it may contain. It will be available:

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

—

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

| — | in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/en/index.htm) under document number 32013M6975. EUR-Lex is the on-line access to the European law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/en/index.htm) under document number 32013M6975. EUR-Lex is the on-line access to the European law.

---

IV Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 1.8.2013 | EN | Official Journal of the European Union | C 220/6 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/6

---

Euro exchange rates (1)

31 July 2013

2013/C 220/04

1 euro =

| | Currency | Exchange rate |
| --- | --- | --- |
| USD | US dollar | 1,3275 |
| JPY | Japanese yen | 130,00 |
| DKK | Danish krone | 7,4545 |
| GBP | Pound sterling | 0,87350 |
| SEK | Swedish krona | 8,7128 |
| CHF | Swiss franc | 1,2317 |
| ISK | Iceland króna | |
| NOK | Norwegian krone | 7,8655 |
| BGN | Bulgarian lev | 1,9558 |
| CZK | Czech koruna | 25,857 |
| HUF | Hungarian forint | 299,67 |
| LTL | Lithuanian litas | 3,4528 |
| LVL | Latvian lats | 0,7028 |
| PLN | Polish zloty | 4,2370 |
| RON | Romanian leu | 4,4065 |
| TRY | Turkish lira | 2,5623 |
| AUD | Australian dollar | 1,4725 |
| CAD | Canadian dollar | 1,3669 |
| HKD | Hong Kong dollar | 10,2946 |
| NZD | New Zealand dollar | 1,6648 |
| SGD | Singapore dollar | 1,6899 |
| KRW | South Korean won | 1 489,98 |
| ZAR | South African rand | 13,0740 |
| CNY | Chinese yuan renminbi | 8,1361 |
| HRK | Croatian kuna | 7,5065 |
| IDR | Indonesian rupiah | 13 621,57 |
| MYR | Malaysian ringgit | 4,3153 |
| PHP | Philippine peso | 57,697 |
| RUB | Russian rouble | 43,7591 |
| THB | Thai baht | 41,537 |
| BRL | Brazilian real | 3,0330 |
| MXN | Mexican peso | 17,0086 |
| INR | Indian rupee | 80,1880 |

Currency

Exchange rate

USD

US dollar

1,3275

JPY

Japanese yen

130,00

DKK

Danish krone

7,4545

GBP

Pound sterling

0,87350

SEK

Swedish krona

8,7128

CHF

Swiss franc

1,2317

ISK

Iceland króna

NOK

Norwegian krone

7,8655

BGN

Bulgarian lev

1,9558

CZK

Czech koruna

25,857

HUF

Hungarian forint

299,67

LTL

Lithuanian litas

3,4528

LVL

Latvian lats

0,7028

PLN

Polish zloty

4,2370

RON

Romanian leu

4,4065

TRY

Turkish lira

2,5623

AUD

Australian dollar

1,4725

CAD

Canadian dollar

1,3669

HKD

Hong Kong dollar

10,2946

NZD

New Zealand dollar

1,6648

SGD

Singapore dollar

1,6899

KRW

South Korean won

1 489,98

ZAR

South African rand

13,0740

CNY

Chinese yuan renminbi

8,1361

HRK

Croatian kuna

7,5065

IDR

Indonesian rupiah

13 621,57

MYR

Malaysian ringgit

4,3153

PHP

Philippine peso

57,697

RUB

Russian rouble

43,7591

THB

Thai baht

41,537

BRL

Brazilian real

3,0330

MXN

Mexican peso

17,0086

INR

Indian rupee

80,1880

---

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

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/7 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/7

---

Notice to importers

Imports of tuna products from Thailand into the European Union

2013/C 220/05

The European Commission informs European Union operators that there are reasonable doubts concerning the proper application of the preferential tariff treatment and the applicability of proofs of origin presented in the European Union for canned tuna and frozen tuna loins of HS subheading 160414 imported from Thailand.

It would appear — following a number of investigations — that significant quantities of canned tuna and frozen tuna loins of HS subheading 160414 are declared for release for free circulation in the European Union as having Thai origin, despite not being eligible for such preferential treatment.

European Union operators declaring or presenting proofs of origin for the products mentioned above are therefore advised to take all necessary precautions. This is because the release of the goods in question for free circulation may give rise to a customs debt, lead to fraud and, consequently, negatively affect European Union financial interests. The possible subsequent entry in the accounts of a customs debt resulting from the abovementioned circumstances will be covered by the provisions of the fifth subparagraph of Article 220(2)(b) of Council Regulation (EEC) No 2913/92 of 12 October 1992 establishing the Community Customs Code (1).

---

(1)  Council Regulation (EEC) No 2913/92 of 12 October 1992 establishing the Community Customs Code (OJ L 302, 19.10.1992, p. 1).

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/8 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/8

---

Opinion of the Advisory Committee on mergers given at its meeting of 7 September 2012 regarding a draft decision relating to Case COMP/M.6458 — Universal/EMI

Rapporteur: United Kingdom

2013/C 220/06

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

1.

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

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

2.

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

| 3. | The Advisory Committee agrees with the Commission’s definitions of the relevant product markets as stated in the draft decision.
  In particular, concerning the product market definition, The Advisory Committee agrees that the impact of the notified transaction must be assessed on the following markets:






  (a) | the market for the wholesaling of physical music; |
| --- | --- | --- |

3.

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

In particular, concerning the product market definition, The Advisory Committee agrees that the impact of the notified transaction must be assessed on the following markets:

(a)

the market for the wholesaling of physical music;

| (b) | the market for the wholesaling of digital music; and |
| --- | --- |

(b)

the market for the wholesaling of digital music; and

| (c) | other vertically-related and/or neighbouring markets (including A&R, music publishing, ancillary activities and retailing of recorded music). |
| --- | --- |

(c)

other vertically-related and/or neighbouring markets (including A&R, music publishing, ancillary activities and retailing of recorded music).

| 4. | The Advisory Committee agrees with the Commission’s definitions of the relevant geographic markets as stated in the draft decision.
  In particular, concerning the geographic market definition, The Advisory Committee agrees that the impact of the notified transaction must be assessed on the following markets:






  (a) | the market for the wholesaling of physical music at the national level; and |
| --- | --- | --- |

4.

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

In particular, concerning the geographic market definition, The Advisory Committee agrees that the impact of the notified transaction must be assessed on the following markets:

(a)

the market for the wholesaling of physical music at the national level; and

| (b) | the market for the wholesaling of digital music at the EEA and at the national level. |
| --- | --- |

(b)

the market for the wholesaling of digital music at the EEA and at the national level.

| 5. | The Advisory Committee agrees with the Commission's assessment that the notified transaction is not likely to give rise to coordinated effects that would significantly impede effective competition on the market for the wholesaling of physical music at the national level and on the market for the wholesaling of digital music at the EEA level, as well as at the national level. |
| --- | --- |

5.

The Advisory Committee agrees with the Commission's assessment that the notified transaction is not likely to give rise to coordinated effects that would significantly impede effective competition on the market for the wholesaling of physical music at the national level and on the market for the wholesaling of digital music at the EEA level, as well as at the national level.

| 6. | The Advisory Committee agrees with the Commission's assessment that the notified transaction is not likely to significantly impede effective competition due to anti-competitive vertical and/or conglomerate effects, which may result in the foreclosure of the merged entity's customers and/or competitors in the relevant markets identified in the draft decision. |
| --- | --- |

6.

The Advisory Committee agrees with the Commission's assessment that the notified transaction is not likely to significantly impede effective competition due to anti-competitive vertical and/or conglomerate effects, which may result in the foreclosure of the merged entity's customers and/or competitors in the relevant markets identified in the draft decision.

| 7. | The Advisory Committee agrees with the Commission's assessment that the notified transaction would likely lead to a significant impediment to effective competition in the following markets:






  — | Market for wholesale of digital recorded music






  (i) | Within the EEA; and |
| --- | --- | --- | --- |

7.

The Advisory Committee agrees with the Commission's assessment that the notified transaction would likely lead to a significant impediment to effective competition in the following markets:

—

Market for wholesale of digital recorded music

(i)

Within the EEA; and

| (ii) | Within 24 Member States (Austria, Belgium, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden, UK) and within Iceland and Norway. |
| --- | --- |

(ii)

Within 24 Member States (Austria, Belgium, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden, UK) and within Iceland and Norway.

| 8. | The Advisory Committee agrees with the Commission's analysis of (i) piracy (ii) buyer power and (iii) entry and the conclusion that they are not of a nature to counteract the significant impediment to effective competition likely resulting from the notified transaction. |
| --- | --- |

8.

The Advisory Committee agrees with the Commission's analysis of (i) piracy (ii) buyer power and (iii) entry and the conclusion that they are not of a nature to counteract the significant impediment to effective competition likely resulting from the notified transaction.

| 9. | The Advisory Committee agrees with the Commission that the final commitments offered by the Notifying Party on 25 August 2012 (the ‘final commitments’) fully address the competition concerns identified by the Commission in the market for the wholesale of digital recorded music both at the EEA level and at the national level.
  A minority abstains. |
| --- | --- |

9.

The Advisory Committee agrees with the Commission that the final commitments offered by the Notifying Party on 25 August 2012 (the ‘final commitments’) fully address the competition concerns identified by the Commission in the market for the wholesale of digital recorded music both at the EEA level and at the national level.

A minority abstains.

| 10. | The Advisory Committee agrees with the Commission's conclusion that, subject to the full compliance with the final commitments, the notified transaction is not likely to significantly impede effective competition in the internal market or in a substantial part of it.
  A minority abstains. |
| --- | --- |

10.

The Advisory Committee agrees with the Commission's conclusion that, subject to the full compliance with the final commitments, the notified transaction is not likely to significantly impede effective competition in the internal market or in a substantial part of it.

A minority abstains.

| 11. | The Advisory Committee agrees with the Commission that the notified transaction must therefore be declared compatible with the internal market and the functioning of the EEA Agreement in accordance with Articles 2(2) and 8(2) of the Merger Regulation and Article 57 of the EEA Agreement.
  A minority abstains. |
| --- | --- |

11.

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

A minority abstains.

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/10 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/10

---

Final report of the Hearing Officer (1)

Universal Music Group/EMI Music

(COMP/M.6458)

2013/C 220/07

| (1) | On 17 February 2012, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation (2) by which Universal Music Holdings Limited (‘Universal’) would acquire control, within the meaning of Article 3(1)(b) of the Merger Regulation, of the recorded music assets of EMI Group Global Limited (‘EMI’), by way of a purchase of shares (Universal and EMI are referred to as ‘the parties’). |
| --- | --- |

(1)

On 17 February 2012, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation (2) by which Universal Music Holdings Limited (‘Universal’) would acquire control, within the meaning of Article 3(1)(b) of the Merger Regulation, of the recorded music assets of EMI Group Global Limited (‘EMI’), by way of a purchase of shares (Universal and EMI are referred to as ‘the parties’).

1.   Statement of objections

| (2) | On 23 March 2012, the Commission initiated proceedings pursuant to Article 6(1)(c) of the Merger Regulation. A statement of objections (‘SO’) was subsequently sent to Universal on 19 June 2012 for which a two-week deadline for the reply was granted, which DG Competition extended by two days upon the request of Universal. |
| --- | --- |

(2)

On 23 March 2012, the Commission initiated proceedings pursuant to Article 6(1)(c) of the Merger Regulation. A statement of objections (‘SO’) was subsequently sent to Universal on 19 June 2012 for which a two-week deadline for the reply was granted, which DG Competition extended by two days upon the request of Universal.

| (3) | In the SO, the Commission’s preliminary findings indicated that the notified concentration would significantly impede effective competition in the market for the wholesale of digital music at the EEA level as well as in 25 Member States (3) and the market for the wholesale of physical recorded music in 22 Member States (4). |
| --- | --- |

(3)

In the SO, the Commission’s preliminary findings indicated that the notified concentration would significantly impede effective competition in the market for the wholesale of digital music at the EEA level as well as in 25 Member States (3) and the market for the wholesale of physical recorded music in 22 Member States (4).

| (4) | Universal submitted its reply to the SO within the deadline without requesting an oral hearing. |
| --- | --- |

(4)

Universal submitted its reply to the SO within the deadline without requesting an oral hearing.

| (5) | The main procedural feature of this case is that several access to file issues arose with regard to the use of a data room. |
| --- | --- |

(5)

The main procedural feature of this case is that several access to file issues arose with regard to the use of a data room.

1.1.   
  Access to file

1.1.1.   ‘Early’ access to file

| (6) | Already prior to the issuance of the SO, Universal requested access to third party data collected by DG Competition and used in analyses of the Chief Economist Team’s (‘CET’) analyses. Universal argued that such access was necessary in order not to prejudice its rights of defence and to identify possibilities for commitments. |
| --- | --- |

(6)

Already prior to the issuance of the SO, Universal requested access to third party data collected by DG Competition and used in analyses of the Chief Economist Team’s (‘CET’) analyses. Universal argued that such access was necessary in order not to prejudice its rights of defence and to identify possibilities for commitments.

| (7) | DG Competition rejected this request because the requested information was part of the file to which access would be granted only after the notification of the SO in line with Article 17(1) of Implementing Regulation (5). With regard to Universal’s commitments argument, DG Competition replied that any data work undertaken by the Commission did not affect Universal’s ability to submit suitable remedies prior to any SO being issued. |
| --- | --- |

(7)

DG Competition rejected this request because the requested information was part of the file to which access would be granted only after the notification of the SO in line with Article 17(1) of Implementing Regulation (5). With regard to Universal’s commitments argument, DG Competition replied that any data work undertaken by the Commission did not affect Universal’s ability to submit suitable remedies prior to any SO being issued.

Review of data room rules before notification of SO

| (8) | Universal subsequently asked me, before the SO was sent, to review the data room rules DG Competition had drawn up for this proceeding (‘the rules’). Universal submitted that its rights of defence would be violated mainly for the following three arguments. First, the intended scope of the disclosure was too narrow, as it would not allow Universal to access the raw data and the relevant codes used to build the final datasets on which the CET’s analysis was run. Such information was said to be necessary, however, in order to allow its external economic advisers to verify the soundness of the CET’s analysis and the reliability of the data. Second, it was claimed that specific provisions in the rules restricting the use of the data would prevent Universal’s external economic advisers properly to verify and test the CET’s analysis. Lastly, Universal claimed that it was unnecessary, disproportionate and unreasonable to anonymise the CET data. It was argued that the anonymisation would prevent Universal’s external economic advisers from understanding the specific factual context in which the data was generated. |
| --- | --- |

(8)

Universal subsequently asked me, before the SO was sent, to review the data room rules DG Competition had drawn up for this proceeding (‘the rules’). Universal submitted that its rights of defence would be violated mainly for the following three arguments. First, the intended scope of the disclosure was too narrow, as it would not allow Universal to access the raw data and the relevant codes used to build the final datasets on which the CET’s analysis was run. Such information was said to be necessary, however, in order to allow its external economic advisers to verify the soundness of the CET’s analysis and the reliability of the data. Second, it was claimed that specific provisions in the rules restricting the use of the data would prevent Universal’s external economic advisers properly to verify and test the CET’s analysis. Lastly, Universal claimed that it was unnecessary, disproportionate and unreasonable to anonymise the CET data. It was argued that the anonymisation would prevent Universal’s external economic advisers from understanding the specific factual context in which the data was generated.

| (9) | DG Competition justified these restrictions on the basis of the particularly commercially sensitive nature of the data from the customers and competitors in application of the Tetra/Laval case-law (6). |
| --- | --- |

(9)

DG Competition justified these restrictions on the basis of the particularly commercially sensitive nature of the data from the customers and competitors in application of the Tetra/Laval case-law (6).

| (10) | Having regard to the need for speed in merger cases, I reviewed the rules by applying the following principles. An addressee of the SO must be given full access to all adverse evidence. If the evidence is confidential, access must be given to the extent that it is indispensable for an addressee’s rights of defence. In terms of quantitative evidence, which was the subject matter of Universal’s requests, this means that an addressee must normally be able to carry out three processes. First, the addressee must be in a position to replicate the CET analysis (i.e. access must be given to the data and methodology used). Second, the addressee must be able to test the Commission’s analysis (i.e. access must be given to discarded data, alternative variables and information explaining outliers, etc.). Finally, the addressee must be allowed to verify the reliability of the data, at least, on the basis of random checks. On this latter point, if the addressee’s external advisers can point out concrete and specific mistakes arising from the random checks, further access could be granted depending on the scope of mistakes and the scope of the data that is actually contained in the file. In this context, and in view of the often confidential nature of the data, it would seem justifiable to impose restrictions, particularly in requiring (a) the addressee to explain to the Commission what its external advisers intend to do and (b) to carry out such computations under supervision of Commission officials. |
| --- | --- |

(10)

Having regard to the need for speed in merger cases, I reviewed the rules by applying the following principles. An addressee of the SO must be given full access to all adverse evidence. If the evidence is confidential, access must be given to the extent that it is indispensable for an addressee’s rights of defence. In terms of quantitative evidence, which was the subject matter of Universal’s requests, this means that an addressee must normally be able to carry out three processes. First, the addressee must be in a position to replicate the CET analysis (i.e. access must be given to the data and methodology used). Second, the addressee must be able to test the Commission’s analysis (i.e. access must be given to discarded data, alternative variables and information explaining outliers, etc.). Finally, the addressee must be allowed to verify the reliability of the data, at least, on the basis of random checks. On this latter point, if the addressee’s external advisers can point out concrete and specific mistakes arising from the random checks, further access could be granted depending on the scope of mistakes and the scope of the data that is actually contained in the file. In this context, and in view of the often confidential nature of the data, it would seem justifiable to impose restrictions, particularly in requiring (a) the addressee to explain to the Commission what its external advisers intend to do and (b) to carry out such computations under supervision of Commission officials.

| (11) | I replied to Universal by letter of 18 June 2012 that, after my discussions with DG Competition, the rules had been amended to address the above principles. Regarding the scope of disclosure, the rules were clarified to confirm that all raw data and codes would be included in the data room. With respect to the restrictions on the use of the data, these were relaxed in the rules in order to allow Universal’s external economic advisers to conduct the tests and verifications of the CET’s analysis indicated in the letter. On the anonymisation of the data, I emphasised that the Commission considered the data to constitute particularly sensitive business secrets, the disclosure of which would undermine the competitive position of certain data providers. In view of the additional access that the amended rules now foresaw, and the technical explanations given to me by DG Competition, it seemed to me that Universal’s external economic advisers were in a position to carry out the computations that they had sufficiently specified in their request and it was therefore not indispensable for the anonymisation to be lifted. Lastly, I referred Universal to the possibility of making further reasoned submissions to me in the event that Universal’s external economic advisers were to come across specific concrete examples of unexplainable data patterns and had reason to believe that further access was still necessary for the proper exercise of its right to be heard. |
| --- | --- |

(11)

I replied to Universal by letter of 18 June 2012 that, after my discussions with DG Competition, the rules had been amended to address the above principles. Regarding the scope of disclosure, the rules were clarified to confirm that all raw data and codes would be included in the data room. With respect to the restrictions on the use of the data, these were relaxed in the rules in order to allow Universal’s external economic advisers to conduct the tests and verifications of the CET’s analysis indicated in the letter. On the anonymisation of the data, I emphasised that the Commission considered the data to constitute particularly sensitive business secrets, the disclosure of which would undermine the competitive position of certain data providers. In view of the additional access that the amended rules now foresaw, and the technical explanations given to me by DG Competition, it seemed to me that Universal’s external economic advisers were in a position to carry out the computations that they had sufficiently specified in their request and it was therefore not indispensable for the anonymisation to be lifted. Lastly, I referred Universal to the possibility of making further reasoned submissions to me in the event that Universal’s external economic advisers were to come across specific concrete examples of unexplainable data patterns and had reason to believe that further access was still necessary for the proper exercise of its right to be heard.

| (12) | By letter of 19 June 2012, Universal asked me to amend the rules further, as they still contained limitations on the use of the CET data which impaired Universal’s rights of defence. In particular, Universal claimed, by reference to specific computations, that its external economic advisers would be prevented from verifying the reliability and accuracy of certain data and calculations. In response to Universal’s additional claims which had been sufficiently specified, the rules were further amended to provide Universal’s external economic advisers with more possibilities to carry out robustness checks and undertake further computations. |
| --- | --- |

(12)

By letter of 19 June 2012, Universal asked me to amend the rules further, as they still contained limitations on the use of the CET data which impaired Universal’s rights of defence. In particular, Universal claimed, by reference to specific computations, that its external economic advisers would be prevented from verifying the reliability and accuracy of certain data and calculations. In response to Universal’s additional claims which had been sufficiently specified, the rules were further amended to provide Universal’s external economic advisers with more possibilities to carry out robustness checks and undertake further computations.

1.1.2.   Access to the file after the notification of the SO

| (13) | Universal was granted access to the file on 20 June 2012. |
| --- | --- |

(13)

Universal was granted access to the file on 20 June 2012.

Access to data alleged to support claims in the SO

| (14) | By means of a reasoned request dated 22 June 2012, Universal formally reiterated, first, its earlier claim to be granted full access to adverse quantitative analysis and renewed its three complaints with regard to the limitation of the scope of access, the restriction of the use of the CET data and the anonymisation. Second, Universal requested that its external legal advisers be granted access to the data room. Universal claimed that such access was necessary to ensure the proper exercise of its rights of defence as the external legal advisers needed: (i) to be able to review the information contained in the data room and any confidential analysis carried out by the external economic advisers; (ii) to see the confidential content of the data room report of which only a non-confidential version would be communicated to Universal, and (iii) to provide advice on the compliance of the data room process with the rules. |
| --- | --- |

(14)

By means of a reasoned request dated 22 June 2012, Universal formally reiterated, first, its earlier claim to be granted full access to adverse quantitative analysis and renewed its three complaints with regard to the limitation of the scope of access, the restriction of the use of the CET data and the anonymisation. Second, Universal requested that its external legal advisers be granted access to the data room. Universal claimed that such access was necessary to ensure the proper exercise of its rights of defence as the external legal advisers needed: (i) to be able to review the information contained in the data room and any confidential analysis carried out by the external economic advisers; (ii) to see the confidential content of the data room report of which only a non-confidential version would be communicated to Universal, and (iii) to provide advice on the compliance of the data room process with the rules.

| (15) | I rejected both parts of Universal’s request by a decision adopted on 29 June 2012 under Article 7 of the terms of reference. On the basis of the technical information I had received from DG Competition, the rules allowed Universal’s external economic consultants, in regard of those computations which had been sufficiently specified, to carry out, in certain instances, any computation they wanted. In other cases, the external economic advisers could propose computations to be carried out and discuss such proposals with the Commission. Finally, certain computations could not be carried out because the case file did not contain the necessary data. In respect of the requested disclosure of anonymised data, Universal had not provided concrete and specific evidence that it was indispensable to the exercise of its rights of defence. |
| --- | --- |

(15)

I rejected both parts of Universal’s request by a decision adopted on 29 June 2012 under Article 7 of the terms of reference. On the basis of the technical information I had received from DG Competition, the rules allowed Universal’s external economic consultants, in regard of those computations which had been sufficiently specified, to carry out, in certain instances, any computation they wanted. In other cases, the external economic advisers could propose computations to be carried out and discuss such proposals with the Commission. Finally, certain computations could not be carried out because the case file did not contain the necessary data. In respect of the requested disclosure of anonymised data, Universal had not provided concrete and specific evidence that it was indispensable to the exercise of its rights of defence.

| (16) | I also rejected the second part of Universal's request, i.e. to admit its external legal advisers to the data room. Such access would go beyond the very purpose of the data room which was to allow the parties’ external economic advisers to access the quantitative data gathered by the Commission. To the extent that the data room contains business secrets of third parties the procedure is an exception to the Commission’s general obligation not to disclose confidential information. As this procedure is an exception, strict safeguards are necessary to avoid even unintentional disclosure of the data. I found that Universal’s rights of defence did not require direct access for its external legal advisers to the data room, since it is sufficient for the external lawyers in the three situations pointed out by Universal to be able to communicate with the external economic advisers outside of the data room. |
| --- | --- |

(16)

I also rejected the second part of Universal's request, i.e. to admit its external legal advisers to the data room. Such access would go beyond the very purpose of the data room which was to allow the parties’ external economic advisers to access the quantitative data gathered by the Commission. To the extent that the data room contains business secrets of third parties the procedure is an exception to the Commission’s general obligation not to disclose confidential information. As this procedure is an exception, strict safeguards are necessary to avoid even unintentional disclosure of the data. I found that Universal’s rights of defence did not require direct access for its external legal advisers to the data room, since it is sufficient for the external lawyers in the three situations pointed out by Universal to be able to communicate with the external economic advisers outside of the data room.

Request to review the Article 7 decision

| (17) | On the day of the adoption of the rejection decision, having received an advance copy, Universal requested me to review my decision reiterating by and large its earlier arguments regarding the restrictions imposed on the external economic advisers and their inability to perform certain analyses. It also submitted again that its external legal advisers should be allowed direct access to the CET data set in unredacted form as this was necessary to ensure that Universal’s right to legal representation and advice was not severely restricted. |
| --- | --- |

(17)

On the day of the adoption of the rejection decision, having received an advance copy, Universal requested me to review my decision reiterating by and large its earlier arguments regarding the restrictions imposed on the external economic advisers and their inability to perform certain analyses. It also submitted again that its external legal advisers should be allowed direct access to the CET data set in unredacted form as this was necessary to ensure that Universal’s right to legal representation and advice was not severely restricted.

| (18) | Having again carefully considered Universal’s arguments, I decided on 12 July 2012 to maintain my initial decision. First, contrary to Universal’s claim, the rules allowed Universal's external economic advisers to perform the requested analysis in the data room. The fact that the external economic advisers did not make use of it was no reason for me to review my earlier decision or the rules on this point. Second, while it was correct that a party to proceedings should have effective legal representation and advice as part of its rights of defence, this did not alter the need for demonstrating that access to confidential information was indispensable for the exercise of such rights. |
| --- | --- |

(18)

Having again carefully considered Universal’s arguments, I decided on 12 July 2012 to maintain my initial decision. First, contrary to Universal’s claim, the rules allowed Universal's external economic advisers to perform the requested analysis in the data room. The fact that the external economic advisers did not make use of it was no reason for me to review my earlier decision or the rules on this point. Second, while it was correct that a party to proceedings should have effective legal representation and advice as part of its rights of defence, this did not alter the need for demonstrating that access to confidential information was indispensable for the exercise of such rights.

| (19) | However, in view of a potential misunderstanding or misinterpretation of the rules by the parties, I invited Universal to contact DG Competition to discuss any proposals for further regression analyses that Universal’s external economic advisers might wish to carry out. To that end, the data room was to be made available for this specific purpose. Moreover, DG Competition approached the data providers, on my behalf, with a view to obtaining consent to allow one of Universal’s external legal advisers to enter the data room, so that the external economic advisers could be assisted on the spot with the interpretation of the rules. Universal decided however not to make use of this exceptional access offer. |
| --- | --- |

(19)

However, in view of a potential misunderstanding or misinterpretation of the rules by the parties, I invited Universal to contact DG Competition to discuss any proposals for further regression analyses that Universal’s external economic advisers might wish to carry out. To that end, the data room was to be made available for this specific purpose. Moreover, DG Competition approached the data providers, on my behalf, with a view to obtaining consent to allow one of Universal’s external legal advisers to enter the data room, so that the external economic advisers could be assisted on the spot with the interpretation of the rules. Universal decided however not to make use of this exceptional access offer.

Request to disclose confidential data

| (20) | On 26 and 27 June 2012, Universal submitted that DG Competition had wrongfully refused its request for its external economic advisers to share the confidential version of one of their data room reports with Universal’s external legal advisers and (in redacted form) with Universal. The requested information concerned the parties’ royalty shares per platform offering digital recorded music to final consumers, which had been calculated by the external economic advisers on the basis of data contained in the data room. Universal claimed that by refusing to disclose the information in question, DG Competition would deny access to both adverse as well as supporting evidence, since, in Universal’s view, the information could be used to rebut the Commission’s preliminary view that IFPI (7) market shares were more reliable than market shares calculated by the parties. After discussions and meetings between Universal’s external legal and economic advisers, DG Competition and members of the Hearing Office, it was agreed that the following could be disclosed to Universal: (i) a number of exact royalty shares that were considered not to disclose confidential information; (ii) ranges for other more confidential share information and confirmation whether the royalty shares were below 40 %; and (iii) textual descriptions of all the royalty shares. |
| --- | --- |

(20)

On 26 and 27 June 2012, Universal submitted that DG Competition had wrongfully refused its request for its external economic advisers to share the confidential version of one of their data room reports with Universal’s external legal advisers and (in redacted form) with Universal. The requested information concerned the parties’ royalty shares per platform offering digital recorded music to final consumers, which had been calculated by the external economic advisers on the basis of data contained in the data room. Universal claimed that by refusing to disclose the information in question, DG Competition would deny access to both adverse as well as supporting evidence, since, in Universal’s view, the information could be used to rebut the Commission’s preliminary view that IFPI (7) market shares were more reliable than market shares calculated by the parties. After discussions and meetings between Universal’s external legal and economic advisers, DG Competition and members of the Hearing Office, it was agreed that the following could be disclosed to Universal: (i) a number of exact royalty shares that were considered not to disclose confidential information; (ii) ranges for other more confidential share information and confirmation whether the royalty shares were below 40 %; and (iii) textual descriptions of all the royalty shares.

| (21) | By decision of 4 July 2012, taken in accordance with Article 7 of the terms of reference, I rejected Universal’s request to access the confidential information contained in the external economic advisers’ data room report. As there was a real possibility that Universal, and to a certain degree also its external legal advisers, would be in a position to reverse-engineer certain sensitive information if it were given access to the remaining confidential royalty shares (i.e. those not falling under category (i) above), and given the additional access granted through (ii) and (iii) above, I concluded that further access was not indispensable to safeguard Universal’s rights of defence. Moreover, Universal’s advisers chose not to make use of the additional access granted under (iii) above. Universal’s rights were not infringed as its external legal advisers were able to use the information provided as supportive evidence or to rebut adverse evidence. |
| --- | --- |

(21)

By decision of 4 July 2012, taken in accordance with Article 7 of the terms of reference, I rejected Universal’s request to access the confidential information contained in the external economic advisers’ data room report. As there was a real possibility that Universal, and to a certain degree also its external legal advisers, would be in a position to reverse-engineer certain sensitive information if it were given access to the remaining confidential royalty shares (i.e. those not falling under category (i) above), and given the additional access granted through (ii) and (iii) above, I concluded that further access was not indispensable to safeguard Universal’s rights of defence. Moreover, Universal’s advisers chose not to make use of the additional access granted under (iii) above. Universal’s rights were not infringed as its external legal advisers were able to use the information provided as supportive evidence or to rebut adverse evidence.

1.2.   
  Interested third persons

| (22) | Pursuant to Article 16(1) of the Implementing Regulation, I accepted requests from Impala, Merlin BV, Warner Music Group, Sony Music, the Beggars Group Ltd., the UK collecting societies MCPS and PRS as well as the record companies Naïve and Because Music to be heard as interested third persons. |
| --- | --- |

(22)

Pursuant to Article 16(1) of the Implementing Regulation, I accepted requests from Impala, Merlin BV, Warner Music Group, Sony Music, the Beggars Group Ltd., the UK collecting societies MCPS and PRS as well as the record companies Naïve and Because Music to be heard as interested third persons.

2.   Letter of facts

| (23) | On 25 July 2012, the Commission sent to the parties a letter of facts setting out additional elements, namely further data on the relative market position of the majors, in support of the Commission’s objections in the final decision. The parties were given until 1 August 2012 to provide their written comments. In their reply of 1 August 2012, the parties submitted that the letter of facts had changed the theory of harm set out in the SO thereby ‘recasting the essential nature of the preliminary objections’ raised against them. |
| --- | --- |

(23)

On 25 July 2012, the Commission sent to the parties a letter of facts setting out additional elements, namely further data on the relative market position of the majors, in support of the Commission’s objections in the final decision. The parties were given until 1 August 2012 to provide their written comments. In their reply of 1 August 2012, the parties submitted that the letter of facts had changed the theory of harm set out in the SO thereby ‘recasting the essential nature of the preliminary objections’ raised against them.

| (24) | DG Competition responded to this letter on 3 August 2012 by noting that this new factual data supported the Commission’s preliminary finding in the SO that Universal was larger than any other major in a number of countries. DG Competition also pointed out that the letter of facts merely provided purely factual information in support of the existing theories of harm described in the SO and did not, as such, establish a new theory of harm based solely on the relative size of the majors. The parties were given the opportunity to provide further comments, but decided not to do so. Consequently, I consider this matter to be closed. |
| --- | --- |

(24)

DG Competition responded to this letter on 3 August 2012 by noting that this new factual data supported the Commission’s preliminary finding in the SO that Universal was larger than any other major in a number of countries. DG Competition also pointed out that the letter of facts merely provided purely factual information in support of the existing theories of harm described in the SO and did not, as such, establish a new theory of harm based solely on the relative size of the majors. The parties were given the opportunity to provide further comments, but decided not to do so. Consequently, I consider this matter to be closed.

3.   Commitments

| (25) | In order to address the competition concerns identified by the Commission in the SO, the parties submitted commitments on 27 July 2012 pursuant to Article 8(2) of the Merger Regulation. The market test of this set of commitments was launched on the same day in order to gather the views of relevant market participants on the effectiveness of the commitments and their ability to restore effective competition in the markets where competition concerns were identified. |
| --- | --- |

(25)

In order to address the competition concerns identified by the Commission in the SO, the parties submitted commitments on 27 July 2012 pursuant to Article 8(2) of the Merger Regulation. The market test of this set of commitments was launched on the same day in order to gather the views of relevant market participants on the effectiveness of the commitments and their ability to restore effective competition in the markets where competition concerns were identified.

| (26) | In light of the results of the market test, the parties submitted a revised set of commitments on 13 August 2012 which was subsequently amended on 17 August 2012. Final commitments were submitted on 25 August 2012. The Commission concluded that the commitments proposed by the parties on 25 August 2012 sufficiently addressed all the remaining concerns regarding the compatibility of the proposed transaction with the internal market. |
| --- | --- |

(26)

In light of the results of the market test, the parties submitted a revised set of commitments on 13 August 2012 which was subsequently amended on 17 August 2012. Final commitments were submitted on 25 August 2012. The Commission concluded that the commitments proposed by the parties on 25 August 2012 sufficiently addressed all the remaining concerns regarding the compatibility of the proposed transaction with the internal market.

4.   The draft decision

| (27) | Pursuant to Article 16 of the terms of reference, 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, and I have come to a positive conclusion. |
| --- | --- |

(27)

Pursuant to Article 16 of the terms of reference, 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, and I have come to a positive conclusion.

5.   Concluding remarks

| (28) | Overall, I conclude that all participants in the proceedings have been able to effectively exercise their procedural rights in this case. |
| --- | --- |

(28)

Overall, I conclude that all participants in the proceedings have been able to effectively exercise their procedural rights in this case.

Brussels, 11 September 2012.

Michael ALBERS

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

1

(2)  Council Regulation (EC) No 139/2004 of 20 January 2004 (OJ L 24, 29.1.2004, p. 1).

2

(3)  Austria, Belgium, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom, as well as in Iceland and Norway.

3

(4)  Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Estonia, France, Germany, Greece, Ireland, Italy, Lithuania, Luxembourg, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom, as well as in Iceland and Norway.

4

(5)  Commission Regulation (EC) No 802/2004 of 21 April 2004 (OJ L 133, 30.4.2004, p. 1).

5

(6)  Case T-5/02 Tetra Laval v Commission [2002] ECR II-4381.

6

Tetra Laval

Commission

(7)  International Federation of the Phonographic Industry.

7

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| 1.8.2013 | EN | Official Journal of the European Union | C 220/15 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/15

---

Summary of Commission Decision

of 21 September 2012

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

(Case COMP/M.6458 — Universal Music Group/EMI Music)

(notified under document C(2012) 6459)

(Only the English text is authentic)

(Text with EEA relevance)

2013/C 220/08

On 21 September 2012, 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)
  (hereinafter referred to as the ‘Merger Regulation’), 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

I.   THE PARTIES

| (1) | Universal Music Holdings Limited (‘UMHL’) is a wholly-owned subsidiary of Universal International Music BV, which is the parent company of the Universal Music Group (‘Universal’ or the ‘notifying party’, UK). Universal is the world's leading recorded music company. It is active in the discovery, development and promotion of recording artists (so-called ‘artists & repertoire’ or ‘A&R’) and in the wholesale of recorded music. It also has activities in other fields, such as online music retail, music publishing, artist management, merchandising, event management, and event venue services. Universal is ultimately owned by Vivendi SA. |
| --- | --- |

(1)

Universal Music Holdings Limited (‘UMHL’) is a wholly-owned subsidiary of Universal International Music BV, which is the parent company of the Universal Music Group (‘Universal’ or the ‘notifying party’, UK). Universal is the world's leading recorded music company. It is active in the discovery, development and promotion of recording artists (so-called ‘artists & repertoire’ or ‘A&R’) and in the wholesale of recorded music. It also has activities in other fields, such as online music retail, music publishing, artist management, merchandising, event management, and event venue services. Universal is ultimately owned by Vivendi SA.

| (2) | Vivendi SA (‘Vivendi’, France) is Universal's ultimate parent company. Vivendi is an international media company whose activities include telecommunications, the creation and distribution of content and TV channels, digital music retail and videogames. |
| --- | --- |

(2)

Vivendi SA (‘Vivendi’, France) is Universal's ultimate parent company. Vivendi is an international media company whose activities include telecommunications, the creation and distribution of content and TV channels, digital music retail and videogames.

| (3) | EMI Group Global Limited (‘EMI Group’, UK) is active in the discovery, development and promotion of recording artists and in the wholesale of recorded music. EMI Group also has activities in other fields, such as music retail, music publishing, artist management and merchandising. |
| --- | --- |

(3)

EMI Group Global Limited (‘EMI Group’, UK) is active in the discovery, development and promotion of recording artists and in the wholesale of recorded music. EMI Group also has activities in other fields, such as music retail, music publishing, artist management and merchandising.

II.   THE OPERATION

| (4) | On 17 February 2012, the Commission received a notification of a proposed concentration pursuant to Article 4 of the Merger Regulation, by which the undertaking UMHL acquires, by way of purchase of shares, control within the meaning of Article 3(1)(b) of the Merger Regulation of the recorded music assets of EMI Group. |
| --- | --- |

(4)

On 17 February 2012, the Commission received a notification of a proposed concentration pursuant to Article 4 of the Merger Regulation, by which the undertaking UMHL acquires, by way of purchase of shares, control within the meaning of Article 3(1)(b) of the Merger Regulation of the recorded music assets of EMI Group.

| (5) | On 11 November 2011, Vivendi and Universal, on the one hand, and EMI Group, on the other hand, entered into a Share Purchase Agreement pursuant to which Universal would acquire EMI Group's activities in A&R and in the wholesale of recorded music, as well as EMI Group's retail recorded music activities, certain limited publishing rights (mainly those held by EMI Christian Music Group) and artist management and merchandising activities. For the purpose of the Commission decision, the assets subject to the proposed transaction are together referred to as ‘EMI’. |
| --- | --- |

(5)

On 11 November 2011, Vivendi and Universal, on the one hand, and EMI Group, on the other hand, entered into a Share Purchase Agreement pursuant to which Universal would acquire EMI Group's activities in A&R and in the wholesale of recorded music, as well as EMI Group's retail recorded music activities, certain limited publishing rights (mainly those held by EMI Christian Music Group) and artist management and merchandising activities. For the purpose of the Commission decision, the assets subject to the proposed transaction are together referred to as ‘EMI’.

| (6) | As a result of the proposed transaction, EMI would be solely controlled by Universal. The transaction therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. The transaction has an EU dimension pursuant to Article 1(2) of the Merger Regulation. |
| --- | --- |

(6)

As a result of the proposed transaction, EMI would be solely controlled by Universal. The transaction therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. The transaction has an EU dimension pursuant to Article 1(2) of the Merger Regulation.

III.   SUMMARY

| (7) | After examination of the notification, the Commission adopted a decision on 23 March 2012, concluding that the operation falls within the scope of the Merger Regulation and raises serious doubts as to its compatibility with the internal market and the functioning of the EEA Agreement. The Commission therefore decided to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation. |
| --- | --- |

(7)

After examination of the notification, the Commission adopted a decision on 23 March 2012, concluding that the operation falls within the scope of the Merger Regulation and raises serious doubts as to its compatibility with the internal market and the functioning of the EEA Agreement. The Commission therefore decided to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation.

| (8) | On 19 June 2012, a statement of objections was addressed to the notifying party pursuant to Article 18 of the Merger Regulation. Universal replied to the statement of objections on 6 July 2012. |
| --- | --- |

(8)

On 19 June 2012, a statement of objections was addressed to the notifying party pursuant to Article 18 of the Merger Regulation. Universal replied to the statement of objections on 6 July 2012.

| (9) | In order to address the competition concerns identified in the statement of objections, the notifying party submitted commitments on 27 July 2012. The time limit for the adoption of a decision pursuant to Article 8 of the Merger Regulation was therefore extended by 15 working days pursuant to Article 10(3) of that Regulation. The notifying party offered a new set of commitments on 13 August 2012, which were subsequently amended on 25 August 2012. |
| --- | --- |

(9)

In order to address the competition concerns identified in the statement of objections, the notifying party submitted commitments on 27 July 2012. The time limit for the adoption of a decision pursuant to Article 8 of the Merger Regulation was therefore extended by 15 working days pursuant to Article 10(3) of that Regulation. The notifying party offered a new set of commitments on 13 August 2012, which were subsequently amended on 25 August 2012.

IV.   EXPLANATORY MEMORANDUM

1.   Introduction

| (10) | The centre of gravity of the proposed transaction is the recorded music sector, as this comprises the core of the activities of each of Universal and EMI. The recorded music sector in the EEA today is characterised by the presence of four worldwide record companies (Universal, Sony, EMI and Warner; together the so-called ‘majors’) and a large number of significantly smaller record companies (the so-called ‘independents’ or ‘indies’). |
| --- | --- |

(10)

The centre of gravity of the proposed transaction is the recorded music sector, as this comprises the core of the activities of each of Universal and EMI. The recorded music sector in the EEA today is characterised by the presence of four worldwide record companies (Universal, Sony, EMI and Warner; together the so-called ‘majors’) and a large number of significantly smaller record companies (the so-called ‘independents’ or ‘indies’).

| (11) | The recorded music industry as a whole has experienced a significant decrease in music sales in the last decade both globally and in the EEA as a result of the availability of music via legal digital services as well as digital piracy. Despite this decline hitting the physical sales most severely, sales of physical music still account for around 80 % of total music sales in the EEA. Sales of digital music are expected to significantly increase over the next years and to reach a tipping point where they will exceed sales of physical music. |
| --- | --- |

(11)

The recorded music industry as a whole has experienced a significant decrease in music sales in the last decade both globally and in the EEA as a result of the availability of music via legal digital services as well as digital piracy. Despite this decline hitting the physical sales most severely, sales of physical music still account for around 80 % of total music sales in the EEA. Sales of digital music are expected to significantly increase over the next years and to reach a tipping point where they will exceed sales of physical music.

| (12) | The value chain in the recorded music sector begins with the discovery and development of artists and the subsequent recording of their music, with a view to exploiting the copyright in the resulting sound recordings, an activity known as A&R. Success or failure in A&R is key to success in the markets for recorded music. |
| --- | --- |

(12)

The value chain in the recorded music sector begins with the discovery and development of artists and the subsequent recording of their music, with a view to exploiting the copyright in the resulting sound recordings, an activity known as A&R. Success or failure in A&R is key to success in the markets for recorded music.

| (13) | The next level of the recorded music value chain comprises the sale or licensing by record companies of their repertoire to wholesalers and retailers, as well as to certain categories of end users (namely TV and radio broadcasters). |
| --- | --- |

(13)

The next level of the recorded music value chain comprises the sale or licensing by record companies of their repertoire to wholesalers and retailers, as well as to certain categories of end users (namely TV and radio broadcasters).

| (14) | Recorded music includes a wide variety of physical products (such as CDs — singles, albums/compilations — and DVDs — audio and video) and digital products, sold by the record companies to retailers which, in turn, resell them to end users. In addition, record companies can also license their repertoire to audio or video digital streaming service providers. |
| --- | --- |

(14)

Recorded music includes a wide variety of physical products (such as CDs — singles, albums/compilations — and DVDs — audio and video) and digital products, sold by the record companies to retailers which, in turn, resell them to end users. In addition, record companies can also license their repertoire to audio or video digital streaming service providers.

| (15) | There are various categories of physical retailers (in addition to wholesalers, which act as intermediaries between record companies and retailers), of which the main types are hypermarkets/supermarkets (so-called ‘mass merchants’), e-tailers and specialist retailers. |
| --- | --- |

(15)

There are various categories of physical retailers (in addition to wholesalers, which act as intermediaries between record companies and retailers), of which the main types are hypermarkets/supermarkets (so-called ‘mass merchants’), e-tailers and specialist retailers.

| (16) | Regarding digital retail channels, the principal means of online music dissemination are through downloading and streaming. Downloads currently account for the large majority of online revenues. Streaming services are, however, on the rise and many market participants expect streaming revenues to grow significantly in the future. |
| --- | --- |

(16)

Regarding digital retail channels, the principal means of online music dissemination are through downloading and streaming. Downloads currently account for the large majority of online revenues. Streaming services are, however, on the rise and many market participants expect streaming revenues to grow significantly in the future.

| (17) | Streaming technology has also allowed for new platforms and business models to develop over the last few years. Internet service providers and mobile network operators increasingly offer music streaming services, either by developing their own branded services (often bundled with telecom subscriptions) or via partnerships with existing streaming platforms. Some streaming services also have partnerships with social networking sites. Finally, cloud music services that offer users the ability to store their acquired music on remote servers have emerged. |
| --- | --- |

(17)

Streaming technology has also allowed for new platforms and business models to develop over the last few years. Internet service providers and mobile network operators increasingly offer music streaming services, either by developing their own branded services (often bundled with telecom subscriptions) or via partnerships with existing streaming platforms. Some streaming services also have partnerships with social networking sites. Finally, cloud music services that offer users the ability to store their acquired music on remote servers have emerged.

2.   The relevant markets

A.   A&R

| (18) | In its previous decisions relating to the recorded music sector (2), the Commission never defined an upstream market for A&R. It is, however, the case that A&R services are provided to different market players (artists) and entail a different organisation within record companies compared to the downstream wholesale activities. There are also certain competitive dynamics, which are specific to A&R. |
| --- | --- |

(18)

In its previous decisions relating to the recorded music sector (2), the Commission never defined an upstream market for A&R. It is, however, the case that A&R services are provided to different market players (artists) and entail a different organisation within record companies compared to the downstream wholesale activities. There are also certain competitive dynamics, which are specific to A&R.

| (19) | The Commission concluded that it is not necessary to take a view as to whether A&R activities should be considered and analysed as a separate product market or even whether the recorded music market should be viewed as a two-sided market, where the strength of a record company on one side of the market (A&R) has a positive influence over its market position on the other side of the market (wholesale of recorded music) and conversely. The strength of record companies in A&R was taken into account by the Commission in the competitive assessment of the proposed transaction as one of the key factors contributing to record companies' market position in the market for the wholesale of recorded music and vice versa. |
| --- | --- |

(19)

The Commission concluded that it is not necessary to take a view as to whether A&R activities should be considered and analysed as a separate product market or even whether the recorded music market should be viewed as a two-sided market, where the strength of a record company on one side of the market (A&R) has a positive influence over its market position on the other side of the market (wholesale of recorded music) and conversely. The strength of record companies in A&R was taken into account by the Commission in the competitive assessment of the proposed transaction as one of the key factors contributing to record companies' market position in the market for the wholesale of recorded music and vice versa.

B.   Wholesale of recorded music

| (20) | The Commission in the past identified separate product markets for the wholesale of physical music and of digital music (3). Within the digital music market, the Commission left open the question whether there are separate product markets for digital music delivered for online applications and mobile applications, or for downloading and streaming. The Commission also did not identify separate product markets based on genre (e.g., pop, classical, jazz, etc.) or for single artist albums and compilations. The market investigation in this case has not revealed any new material element which would justify departing from these precedents. |
| --- | --- |

(20)

The Commission in the past identified separate product markets for the wholesale of physical music and of digital music (3). Within the digital music market, the Commission left open the question whether there are separate product markets for digital music delivered for online applications and mobile applications, or for downloading and streaming. The Commission also did not identify separate product markets based on genre (e.g., pop, classical, jazz, etc.) or for single artist albums and compilations. The market investigation in this case has not revealed any new material element which would justify departing from these precedents.

| (21) | The Commission concluded that audio music and video music belong to the same product market for the wholesale of recorded music (whether physical or digital). |
| --- | --- |

(21)

The Commission concluded that audio music and video music belong to the same product market for the wholesale of recorded music (whether physical or digital).

| (22) | The Commission concluded that a separate product market should be identified for the wholesale of recorded music to end users licensing recorded music from producers’ music licensing companies. As regards retailing of recorded music, the Commission did not consider it necessary to take a view on the definition of a relevant product market. |
| --- | --- |

(22)

The Commission concluded that a separate product market should be identified for the wholesale of recorded music to end users licensing recorded music from producers’ music licensing companies. As regards retailing of recorded music, the Commission did not consider it necessary to take a view on the definition of a relevant product market.

C.   Music-related activities outside the recorded music sector

| (23) | In line with its precedents, the Commission concluded that manufacturing and logistics activities fall outside the scope of its assessment. In addition, the Commission did not take a view on the definition of a relevant product market for other ‘ancillary’ services (such as artist management services, merchandising and live show and event management services). Finally, the Commission concluded that online publishing rights should be considered as a separate product market. |
| --- | --- |

(23)

In line with its precedents, the Commission concluded that manufacturing and logistics activities fall outside the scope of its assessment. In addition, the Commission did not take a view on the definition of a relevant product market for other ‘ancillary’ services (such as artist management services, merchandising and live show and event management services). Finally, the Commission concluded that online publishing rights should be considered as a separate product market.

D.   Geographic scope of the market

| (24) | The Commission concluded that the market for the wholesale of physical recorded music is national in scope. |
| --- | --- |

(24)

The Commission concluded that the market for the wholesale of physical recorded music is national in scope.

| (25) | As regards the wholesale of digital recorded music, the Commission did not consider it necessary to take a view on the exact geographic market definition given that the transaction raised concerns on both an EEA-wide and national levels. |
| --- | --- |

(25)

As regards the wholesale of digital recorded music, the Commission did not consider it necessary to take a view on the exact geographic market definition given that the transaction raised concerns on both an EEA-wide and national levels.

| (26) | The Commission did not consider it necessary to take a view on the definition of a relevant geographic market regarding A&R, retail of recorded music, ancillary services and music publishing. |
| --- | --- |

(26)

The Commission did not consider it necessary to take a view on the definition of a relevant geographic market regarding A&R, retail of recorded music, ancillary services and music publishing.

E.   Piracy

| (27) | The notifying party claimed that there should be a single market encompassing the wholesale of recorded music in both physical and digital formats, comprising both legitimate and unauthorised supplies of music (that is, to say piracy). In support of that claim, the notifying party argued that there is strong evidence of substitution by consumers between these music formats and sources, including between pirated and authorised music. |
| --- | --- |

(27)

The notifying party claimed that there should be a single market encompassing the wholesale of recorded music in both physical and digital formats, comprising both legitimate and unauthorised supplies of music (that is, to say piracy). In support of that claim, the notifying party argued that there is strong evidence of substitution by consumers between these music formats and sources, including between pirated and authorised music.

| (28) | The Commission has never considered in its past decisions that legal and illegal music belong to the same product market. However, the market investigation in the Sony/BMG case (4) revealed that piracy exerts a competitive constraint on record companies in certain territories. |
| --- | --- |

(28)

The Commission has never considered in its past decisions that legal and illegal music belong to the same product market. However, the market investigation in the Sony/BMG case (4) revealed that piracy exerts a competitive constraint on record companies in certain territories.

| (29) | The Commission concluded that assessing the degree of substitution between legal and illegal music and the extent to which consumers mix and match between legal and illegal music is not relevant to determine whether illegal music should be considered as part of the market for the wholesaling of recorded music. This reflects the fact that, regardless of whether legal and illegal music are to be considered as substitutes from the point of view of end users, they do not appear to be substitutes from the point of view of the record companies' direct customers — physical and digital music retailers. By the same token, pirate services do not compete with record companies. They are not active in A&R and they are not active in the wholesale supply of recorded music to physical and digital customers. |
| --- | --- |

(29)

The Commission concluded that assessing the degree of substitution between legal and illegal music and the extent to which consumers mix and match between legal and illegal music is not relevant to determine whether illegal music should be considered as part of the market for the wholesaling of recorded music. This reflects the fact that, regardless of whether legal and illegal music are to be considered as substitutes from the point of view of end users, they do not appear to be substitutes from the point of view of the record companies' direct customers — physical and digital music retailers. By the same token, pirate services do not compete with record companies. They are not active in A&R and they are not active in the wholesale supply of recorded music to physical and digital customers.

| (30) | Thus, the Commission concluded that it is not appropriate from the demand or from the supply side, to consider legal and illegal music as part of the same relevant product market for the wholesale of recorded music. However, this conclusion is without prejudice to the analysis made by the Commission of piracy as a possible out-of-market constraint on record companies' pricing and output decisions in the context of the competitive assessment of the proposed transaction. |
| --- | --- |

(30)

Thus, the Commission concluded that it is not appropriate from the demand or from the supply side, to consider legal and illegal music as part of the same relevant product market for the wholesale of recorded music. However, this conclusion is without prejudice to the analysis made by the Commission of piracy as a possible out-of-market constraint on record companies' pricing and output decisions in the context of the competitive assessment of the proposed transaction.

3.   Competitive assessment

A.   Horizontal non-coordinated effects

Market shares

| (31) | The Commission's theory of harm in this case is not predicated on a particular market share threshold being exceeded. Indeed, the Commission makes clear that market shares are but a first indication of market power and must be put into the overall context of the relevant markets. In line with the Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations between undertakings (5) (‘Horizontal Merger Guidelines’), a significant impediment to effective competition is likely to arise in cases where the merged entity would have an appreciably larger market share than the next competitor post merger. It is therefore the indication that market shares give of the overall post-merger strength of the merged entity and its relative position to its competitors after the merger that drives the Commission's competitive assessment in this case. |
| --- | --- |

(31)

The Commission's theory of harm in this case is not predicated on a particular market share threshold being exceeded. Indeed, the Commission makes clear that market shares are but a first indication of market power and must be put into the overall context of the relevant markets. In line with the Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations between undertakings (5) (‘Horizontal Merger Guidelines’), a significant impediment to effective competition is likely to arise in cases where the merged entity would have an appreciably larger market share than the next competitor post merger. It is therefore the indication that market shares give of the overall post-merger strength of the merged entity and its relative position to its competitors after the merger that drives the Commission's competitive assessment in this case.

| (32) | The analytical framework is all the more relevant in this case given that no industry source gives a completely reliable view of the merged entity's position post merger. Whilst in previous decisions relating to the recorded music industry the Commission used IFPI data, in this case the notifying party strongly contested the use of IFPI data and argued it is unreliable, providing alternative ‘market share’ data based on iTunes and Spotify sales as well as retail sales data gathered by GfK and the OCC. |
| --- | --- |

(32)

The analytical framework is all the more relevant in this case given that no industry source gives a completely reliable view of the merged entity's position post merger. Whilst in previous decisions relating to the recorded music industry the Commission used IFPI data, in this case the notifying party strongly contested the use of IFPI data and argued it is unreliable, providing alternative ‘market share’ data based on iTunes and Spotify sales as well as retail sales data gathered by GfK and the OCC.

| (33) | The Commission ultimately considered all data sources, including wholesale data gathered from various digital service providers. Furthermore, the Commission carried out a relativity exercise between the four majors on a hypothetical market consisting only of the four majors in order to assess Universal's and EMI's market position vis-à-vis the other majors (the independents, albeit together holding a not unsubstantial market position, cannot be viewed as a single entity). Finally, the Commission also took into consideration what chart data and radio airplay data showed, although this data cannot be equated to market shares. |
| --- | --- |

(33)

The Commission ultimately considered all data sources, including wholesale data gathered from various digital service providers. Furthermore, the Commission carried out a relativity exercise between the four majors on a hypothetical market consisting only of the four majors in order to assess Universal's and EMI's market position vis-à-vis the other majors (the independents, albeit together holding a not unsubstantial market position, cannot be viewed as a single entity). Finally, the Commission also took into consideration what chart data and radio airplay data showed, although this data cannot be equated to market shares.

| (34) | Following the analysis of all the data sources, the Commission concluded that the proposed transaction would result in the creation of a dominant ‘super-major’ twice (or even three or more times, in certain Member States) the size of its next largest competitor at the EEA level and in several Member States as well as Iceland and Norway. In more detail, in respect of physical recorded music, the merged entity would be more than twice the size of the next largest competitor in at least eight Member States — Cyprus, the Czech Republic, Ireland, Luxembourg, the Netherlands, Romania, Sweden and the United Kingdom, as well as Iceland, three or more times larger than the next largest competitor in at least five further Member States — Belgium, France, Greece, Poland and Slovakia as well as Norway, and more than four times larger than the next largest competitor in Bulgaria, Estonia and Lithuania. In Slovenia, the merged entity would become the clear leader among the majors. In respect of digital recorded music, the merged entity would be twice or more the size of the next largest competitor at the EEA level and in at least 16 Member States — Austria, Belgium, Bulgaria, Estonia, France, Greece, Ireland, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Sweden and the United Kingdom as well as Iceland and Norway. |
| --- | --- |

(34)

Following the analysis of all the data sources, the Commission concluded that the proposed transaction would result in the creation of a dominant ‘super-major’ twice (or even three or more times, in certain Member States) the size of its next largest competitor at the EEA level and in several Member States as well as Iceland and Norway. In more detail, in respect of physical recorded music, the merged entity would be more than twice the size of the next largest competitor in at least eight Member States — Cyprus, the Czech Republic, Ireland, Luxembourg, the Netherlands, Romania, Sweden and the United Kingdom, as well as Iceland, three or more times larger than the next largest competitor in at least five further Member States — Belgium, France, Greece, Poland and Slovakia as well as Norway, and more than four times larger than the next largest competitor in Bulgaria, Estonia and Lithuania. In Slovenia, the merged entity would become the clear leader among the majors. In respect of digital recorded music, the merged entity would be twice or more the size of the next largest competitor at the EEA level and in at least 16 Member States — Austria, Belgium, Bulgaria, Estonia, France, Greece, Ireland, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Sweden and the United Kingdom as well as Iceland and Norway.

| (35) | In conclusion, the merged entity would have been the undisputed market leader by a distance post merger. From a structural point of view and on the face of market shares and the chart and radio airplay data, the existing competitive dynamics, which are based on a certain balance of power between, at least, the majors (despite Universal's already existing market leadership), would be completely altered by the proposed transaction in favour of the merged entity. |
| --- | --- |

(35)

In conclusion, the merged entity would have been the undisputed market leader by a distance post merger. From a structural point of view and on the face of market shares and the chart and radio airplay data, the existing competitive dynamics, which are based on a certain balance of power between, at least, the majors (despite Universal's already existing market leadership), would be completely altered by the proposed transaction in favour of the merged entity.

EMI as competitor

| (36) | The Commission concluded that EMI is one of the four majors currently active in the recorded music sector worldwide, with a significant artist roster and music repertoire comprising a formidable back catalogue and strong new releases. EMI is also likely to be Universal's closest competitor in relation to at least classical music. The proposed transaction therefore would result to the elimination of an important competitive force from the relevant markets. |
| --- | --- |

(36)

The Commission concluded that EMI is one of the four majors currently active in the recorded music sector worldwide, with a significant artist roster and music repertoire comprising a formidable back catalogue and strong new releases. EMI is also likely to be Universal's closest competitor in relation to at least classical music. The proposed transaction therefore would result to the elimination of an important competitive force from the relevant markets.

Customers' limited possibilities of switching supplier

| (37) | The Commission concluded that post transaction, the merged entity's repertoire will (continue to) be ‘must have’ and customers will therefore likely have limited (if any) ability to switch supplier and the merged entity's ability to exploit customers will likely significantly increase. |
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(37)

The Commission concluded that post transaction, the merged entity's repertoire will (continue to) be ‘must have’ and customers will therefore likely have limited (if any) ability to switch supplier and the merged entity's ability to exploit customers will likely significantly increase.

Anti-competitive effects on digital distribution of music

| (38) | The Commission's investigation showed that Universal already before the proposed transaction has the ability and incentive to obtain licensing terms and conditions from digital customers that are more favourable to Universal as compared to those obtained by its competitors. These conclusions are based on three sources of evidence: (i) the comparison of the respective agreements of Universal and EMI with online platforms; (ii) evidence from the Commission's market investigation; and (iii) evidence from the merging parties. The evidence from each of these sources is further corroborated by the quantitative analysis undertaken by the Commission. |
| --- | --- |

(38)

The Commission's investigation showed that Universal already before the proposed transaction has the ability and incentive to obtain licensing terms and conditions from digital customers that are more favourable to Universal as compared to those obtained by its competitors. These conclusions are based on three sources of evidence: (i) the comparison of the respective agreements of Universal and EMI with online platforms; (ii) evidence from the Commission's market investigation; and (iii) evidence from the merging parties. The evidence from each of these sources is further corroborated by the quantitative analysis undertaken by the Commission.

| (39) | First, the Commission conducted a review of the commercial agreements of each of Universal and EMI with a selection of key digital customers, focusing on key commercial terms (including remuneration, the level of advance payments that digital customers need to make, commitments in relation to promotion and advertising and most favoured nation (‘MFN’) clauses). This analysis showed that Universal on the whole obtains better terms on various key parameters of negotiations with digital platforms as compared to EMI and that this difference is particularly marked for smaller platforms (download and streaming). |
| --- | --- |

(39)

First, the Commission conducted a review of the commercial agreements of each of Universal and EMI with a selection of key digital customers, focusing on key commercial terms (including remuneration, the level of advance payments that digital customers need to make, commitments in relation to promotion and advertising and most favoured nation (‘MFN’) clauses). This analysis showed that Universal on the whole obtains better terms on various key parameters of negotiations with digital platforms as compared to EMI and that this difference is particularly marked for smaller platforms (download and streaming).

| (40) | The Commission concluded that the differences in the contractual terms that Universal, which is already the largest recorded music company in the EEA, and EMI currently obtain constitute an indication of the likely negative effects on competition of the proposed transaction. Indeed, the substantial increase in Universal's size post merger, would be likely to increase Universal's bargaining position further, thus potentially resulting in not only the extension of Universal's current terms to EMI repertoire, but to an overall increase in the terms for the combined repertoire. |
| --- | --- |

(40)

The Commission concluded that the differences in the contractual terms that Universal, which is already the largest recorded music company in the EEA, and EMI currently obtain constitute an indication of the likely negative effects on competition of the proposed transaction. Indeed, the substantial increase in Universal's size post merger, would be likely to increase Universal's bargaining position further, thus potentially resulting in not only the extension of Universal's current terms to EMI repertoire, but to an overall increase in the terms for the combined repertoire.

| (41) | The Commission also carried out a quantitative analysis with a view to assessing whether, due to the increased size of the merged entity, the proposed transaction is likely to increase the merged entity's bargaining power vis-à-vis digital customers and, as a result, to lead to higher prices for these customers. |
| --- | --- |

(41)

The Commission also carried out a quantitative analysis with a view to assessing whether, due to the increased size of the merged entity, the proposed transaction is likely to increase the merged entity's bargaining power vis-à-vis digital customers and, as a result, to lead to higher prices for these customers.

| (42) | To this end, the Commission gathered digital music sales data from six major digital customers, as well as from six recorded music companies, across several Member States. The Commission then carried out a quantitative analysis of this data, essentially consisting of testing through statistic and econometric tools, whether there is a positive correlation between the size of a recorded music company and its ability to extract better terms from digital customers. |
| --- | --- |

(42)

To this end, the Commission gathered digital music sales data from six major digital customers, as well as from six recorded music companies, across several Member States. The Commission then carried out a quantitative analysis of this data, essentially consisting of testing through statistic and econometric tools, whether there is a positive correlation between the size of a recorded music company and its ability to extract better terms from digital customers.

| (43) | This analysis demonstrated that: (i) the rent that recorded music companies can extract increases with their size (measured in terms of the share of revenues that a recorded music company’s repertoire contributes to an online platform); (ii) this effect is particularly pronounced for relatively small online platforms, but is also present in platforms with significant bargaining power; and (iii) there is a positive relation between the size of a recorded music company's repertoire and the wholesale price it negotiates with online platforms. |
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(43)

This analysis demonstrated that: (i) the rent that recorded music companies can extract increases with their size (measured in terms of the share of revenues that a recorded music company’s repertoire contributes to an online platform); (ii) this effect is particularly pronounced for relatively small online platforms, but is also present in platforms with significant bargaining power; and (iii) there is a positive relation between the size of a recorded music company's repertoire and the wholesale price it negotiates with online platforms.

| (44) | The Commission's conclusions based on the analysis of the commercial terms and conditions the merging parties have with various digital customers and on the quantitative analysis were corroborated by submissions that digital customers and other third parties have made throughout the Commission's investigation, as well as by certain Universal internal documents. |
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(44)

The Commission's conclusions based on the analysis of the commercial terms and conditions the merging parties have with various digital customers and on the quantitative analysis were corroborated by submissions that digital customers and other third parties have made throughout the Commission's investigation, as well as by certain Universal internal documents.

| (45) | The Commission thus concluded that, due to its increased size in the wholesale of recorded music to digital customers, the merged entity would likely apply worse commercial conditions, including higher prices, to digital customers if the proposed transaction were to go ahead in the form originally notified. |
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(45)

The Commission thus concluded that, due to its increased size in the wholesale of recorded music to digital customers, the merged entity would likely apply worse commercial conditions, including higher prices, to digital customers if the proposed transaction were to go ahead in the form originally notified.

Control share analysis

| (46) | The Commission considered that, in order to assess the degree of market power held by the merged entity vis-à-vis digital music retailers following the proposed transaction, it is also necessary to consider the merged entity's combined market position in the recorded music and in the music publishing sectors. The Commission considered control shares as an ‘aggravating factor’, which exacerbates the anti-competitive effects of the proposed transaction deriving from the combination of the merging parties' activities in the recorded music sector (which, in and by themselves, are sufficient to give rise to competition concerns). The control share analysis carried out by the Commission reinforced the Commission's findings that the proposed transaction would likely lead to a significant impediment to effective competition. |
| --- | --- |

(46)

The Commission considered that, in order to assess the degree of market power held by the merged entity vis-à-vis digital music retailers following the proposed transaction, it is also necessary to consider the merged entity's combined market position in the recorded music and in the music publishing sectors. The Commission considered control shares as an ‘aggravating factor’, which exacerbates the anti-competitive effects of the proposed transaction deriving from the combination of the merging parties' activities in the recorded music sector (which, in and by themselves, are sufficient to give rise to competition concerns). The control share analysis carried out by the Commission reinforced the Commission's findings that the proposed transaction would likely lead to a significant impediment to effective competition.

Effect on consumer choice and innovation

| (47) | The Commission concluded that the proposed transaction would likely decrease innovation and consumer choice in two ways: (i) the proposed transaction would likely increase Universal's bargaining power and ability to impose onerous licensing terms on digital platforms, in particular small and emerging innovative music platforms. Such onerous licensing terms are likely to have a negative impact on the development of these customers and their ability to geographically expand to the various digital markets; and (ii) the merged entity would likely have an increased ability and incentive to influence the business model and characteristics of new digital music services and impose price increases on the retail market(s). As a result, the proposed transaction will also have a negative impact on cultural diversity. The Commission therefore concluded that the proposed transaction would likely decrease innovation and consumer choice. |
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(47)

The Commission concluded that the proposed transaction would likely decrease innovation and consumer choice in two ways: (i) the proposed transaction would likely increase Universal's bargaining power and ability to impose onerous licensing terms on digital platforms, in particular small and emerging innovative music platforms. Such onerous licensing terms are likely to have a negative impact on the development of these customers and their ability to geographically expand to the various digital markets; and (ii) the merged entity would likely have an increased ability and incentive to influence the business model and characteristics of new digital music services and impose price increases on the retail market(s). As a result, the proposed transaction will also have a negative impact on cultural diversity. The Commission therefore concluded that the proposed transaction would likely decrease innovation and consumer choice.

| (48) | The Commission concluded that these findings apply equally to the market for the wholesale of recorded music at the EEA level, as well as in each of Austria, Belgium, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom, as well as in Iceland and Norway. |
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(48)

The Commission concluded that these findings apply equally to the market for the wholesale of recorded music at the EEA level, as well as in each of Austria, Belgium, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom, as well as in Iceland and Norway.

Foreclosure of competitors from the markets for the wholesale of physical and digital music

| (49) | The Commission also investigated whether the proposed transaction could give the merged entity the ability and the incentive to partially foreclose the merged entity's competitors from the markets for the wholesale of physical and digital music, as well as from A&R, to the detriment of competition and, ultimately, consumers, and cultural diversity. |
| --- | --- |

(49)

The Commission also investigated whether the proposed transaction could give the merged entity the ability and the incentive to partially foreclose the merged entity's competitors from the markets for the wholesale of physical and digital music, as well as from A&R, to the detriment of competition and, ultimately, consumers, and cultural diversity.

| (50) | Such foreclosure could potentially take place through the ability and incentive of Universal, due to its increased size post merger, to guarantee to its artists significantly better access to promotional opportunities (e.g., exposure at mass merchants, and digital customers, access to compilations and to radio airtime) than its competitors, including to an extent greater than its actual market share. |
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(50)

Such foreclosure could potentially take place through the ability and incentive of Universal, due to its increased size post merger, to guarantee to its artists significantly better access to promotional opportunities (e.g., exposure at mass merchants, and digital customers, access to compilations and to radio airtime) than its competitors, including to an extent greater than its actual market share.

| (51) | Increased access to all these promotional opportunities could result in the merged entity being able to sign the best artists, including at better conditions than other record companies, by offering them greater access to promotion. Competitors could find it increasingly difficult to compete with the merged entity to sign new artists which in turn could weaken these competitors' position vis-à-vis customers as their repertoire would become less attractive and, conversely, strengthen the merged entity's position giving rise to a self-perpetuating vicious circle. |
| --- | --- |

(51)

Increased access to all these promotional opportunities could result in the merged entity being able to sign the best artists, including at better conditions than other record companies, by offering them greater access to promotion. Competitors could find it increasingly difficult to compete with the merged entity to sign new artists which in turn could weaken these competitors' position vis-à-vis customers as their repertoire would become less attractive and, conversely, strengthen the merged entity's position giving rise to a self-perpetuating vicious circle.

| (52) | Ultimately, however, the Commission concluded that there are not sufficient elements to prove to the requisite legal standard that the transaction would be likely to result in foreclosure of competitors. In any event, the commitments proposed by the notifying party, whilst solving the anti-competitive effects described above in relation to commercial terms with digital customers, would also solve any foreclosure concerns. |
| --- | --- |

(52)

Ultimately, however, the Commission concluded that there are not sufficient elements to prove to the requisite legal standard that the transaction would be likely to result in foreclosure of competitors. In any event, the commitments proposed by the notifying party, whilst solving the anti-competitive effects described above in relation to commercial terms with digital customers, would also solve any foreclosure concerns.

Piracy

| (53) | The Commission concluded that the existence of piracy would not deprive the merged entity of its ability and incentive to exercise its bargaining power vis-à-vis retailers after the proposed transaction. While piracy may reduce the size of the overall market, the Commission concluded that there is no evidence that it would constrain recorded music companies in their commercial behaviour today or post merger. |
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(53)

The Commission concluded that the existence of piracy would not deprive the merged entity of its ability and incentive to exercise its bargaining power vis-à-vis retailers after the proposed transaction. While piracy may reduce the size of the overall market, the Commission concluded that there is no evidence that it would constrain recorded music companies in their commercial behaviour today or post merger.

Buyer power

| (54) | The Commission concluded that customers would not be in a position to exert buyer power as a countervailing factor to an increase of the merged entity's market power. |
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(54)

The Commission concluded that customers would not be in a position to exert buyer power as a countervailing factor to an increase of the merged entity's market power.

Entry

| (55) | The Commission concluded that it is unlikely that a timely and sufficient entry by competitors in the relevant recorded music markets would counter the anti-competitive effects arising from the proposed transaction. |
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(55)

The Commission concluded that it is unlikely that a timely and sufficient entry by competitors in the relevant recorded music markets would counter the anti-competitive effects arising from the proposed transaction.

B.   Coordinated effects

| (56) | The Commission concluded that the markets for the wholesale of recorded music are not prone to reach easily a common understanding on the terms of coordination, given their complexities. This assessment remains unchanged considering the change brought about by the proposed transaction. |
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(56)

The Commission concluded that the markets for the wholesale of recorded music are not prone to reach easily a common understanding on the terms of coordination, given their complexities. This assessment remains unchanged considering the change brought about by the proposed transaction.

C.   Vertical and conglomerate issues

| (57) | The Commission concluded that the transaction does not raise any concerns of a non-horizontal nature related to Universal's and EMI's activities in digital retail distribution, physical retail distribution, music video services, electronic communications, TV and film production and distribution, games and interactive entertainment and events ticketing services. |
| --- | --- |

(57)

The Commission concluded that the transaction does not raise any concerns of a non-horizontal nature related to Universal's and EMI's activities in digital retail distribution, physical retail distribution, music video services, electronic communications, TV and film production and distribution, games and interactive entertainment and events ticketing services.

D.   Conclusion

| (58) | The Commission concluded that the proposed transaction, as notified, would lead to a significant impediment to effective competition, in particular as a result of the creation of a dominant position, in the markets for the wholesale of digital music at the EEA level, as well as in 24 Member States, namely: Austria, Belgium, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom, as well as Iceland and Norway. |
| --- | --- |

(58)

The Commission concluded that the proposed transaction, as notified, would lead to a significant impediment to effective competition, in particular as a result of the creation of a dominant position, in the markets for the wholesale of digital music at the EEA level, as well as in 24 Member States, namely: Austria, Belgium, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom, as well as Iceland and Norway.

4.   Commitments

| (59) | The notifying party submitted formal commitments on 27 July 2012 which were put to the market test the same day. Overall, the market test showed that the commitments of 27 July 2012 presented a number of significant shortcomings which would have to be addressed. |
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(59)

The notifying party submitted formal commitments on 27 July 2012 which were put to the market test the same day. Overall, the market test showed that the commitments of 27 July 2012 presented a number of significant shortcomings which would have to be addressed.

| (60) | The Commission informed the notifying party of the results of the market test on 9 August 2012 at a state of play meeting. To address the shortcomings identified by the Commission, taking into account the results of the market test as well as further information provided by the notifying party on the proposed commitments, the notifying party offered a new set of commitments on 13 August 2012 which were subsequently amended on 25 August 2012. |
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(60)

The Commission informed the notifying party of the results of the market test on 9 August 2012 at a state of play meeting. To address the shortcomings identified by the Commission, taking into account the results of the market test as well as further information provided by the notifying party on the proposed commitments, the notifying party offered a new set of commitments on 13 August 2012 which were subsequently amended on 25 August 2012.

| (61) | The main improvements to the package of 27 July 2012 consisted of: (i) additional owned content (Anglo repertoire as well as Danish and Spanish repertoire); (ii) the addition of EMI's share in a previously carved-out French entity Play.on; (iii) divestment of worldwide rights (as opposed to EEA-wide in the commitments of 27 July 2012); (iv) a commitment to sell at least two thirds of the package (EMIRL, Pink Floyd and the local entities) to a single purchaser; (v) requirement that the purchaser should be a company in a group which is either currently or was previously active in the recorded music or music publishing industry; (vi) a commitment not to re-sign artists whose repertoire is included in the package for a period of 10 years; and (vii) the behavioural commitments included in the commitments of 27 July 2012 and which were considered too complex and vague were replaced by a simple commitment not to include most favoured nation (‘MFN’) clauses in Universal's favour in any agreement with any legal digital service provider to the extent such an agreement applies to the EEA. This commitment was given for a period of 10 years. At the Commission's request, the notifying party also removed the commitment to terminate two licensing/distribution agreements with third parties. |
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(61)

The main improvements to the package of 27 July 2012 consisted of: (i) additional owned content (Anglo repertoire as well as Danish and Spanish repertoire); (ii) the addition of EMI's share in a previously carved-out French entity Play.on; (iii) divestment of worldwide rights (as opposed to EEA-wide in the commitments of 27 July 2012); (iv) a commitment to sell at least two thirds of the package (EMIRL, Pink Floyd and the local entities) to a single purchaser; (v) requirement that the purchaser should be a company in a group which is either currently or was previously active in the recorded music or music publishing industry; (vi) a commitment not to re-sign artists whose repertoire is included in the package for a period of 10 years; and (vii) the behavioural commitments included in the commitments of 27 July 2012 and which were considered too complex and vague were replaced by a simple commitment not to include most favoured nation (‘MFN’) clauses in Universal's favour in any agreement with any legal digital service provider to the extent such an agreement applies to the EEA. This commitment was given for a period of 10 years. At the Commission's request, the notifying party also removed the commitment to terminate two licensing/distribution agreements with third parties.

| (62) | The commitments of 25 August 2012 therefore consist of: (i) the divestment of the worldwide rights for certain EMI and Universal assets consisting of both Anglo and local repertoire; (ii) the termination of one licensing/distribution agreement; and (iii) the behavioural commitment not to include MFN clauses in the merged entity's future contracts with digital services. |
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(62)

The commitments of 25 August 2012 therefore consist of: (i) the divestment of the worldwide rights for certain EMI and Universal assets consisting of both Anglo and local repertoire; (ii) the termination of one licensing/distribution agreement; and (iii) the behavioural commitment not to include MFN clauses in the merged entity's future contracts with digital services.

| (63) | The proposed commitment package includes the divestiture of the following legal entities/assets:






  (a) | EMI Records Limited (‘EMIRL’): this includes: (i) all artists signed to EMIRL (including in particular the label Parlophone), with the exception of Virgin-branded artists and the Beatles which are the subject of a reverse carve-out; (ii) the EMI Classics and Virgin Classics-branded artists signed to this legal entity; and (iii) the Pink Floyd catalogue; |
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(63)

The proposed commitment package includes the divestiture of the following legal entities/assets:

(a)

EMI Records Limited (‘EMIRL’): this includes: (i) all artists signed to EMIRL (including in particular the label Parlophone), with the exception of Virgin-branded artists and the Beatles which are the subject of a reverse carve-out; (ii) the EMI Classics and Virgin Classics-branded artists signed to this legal entity; and (iii) the Pink Floyd catalogue;

| (b) | EMI labels: Chrysalis Records Limited (excluding the Robbie Williams catalogue), Ensign Records Limited and Mute Records Limited; |
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(b)

EMI labels: Chrysalis Records Limited (excluding the Robbie Williams catalogue), Ensign Records Limited and Mute Records Limited;

| (c) | the following local EMI and Universal entities: EMI Belgium, EMI Czech Republic, EMI Denmark, EMI France, EMI Norway, EMI Poland, EMI Portugal, EMI Spain and EMI Sweden and Universal Greece; |
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(c)

the following local EMI and Universal entities: EMI Belgium, EMI Czech Republic, EMI Denmark, EMI France, EMI Norway, EMI Poland, EMI Portugal, EMI Spain and EMI Sweden and Universal Greece;

| (d) | EMI's 50 % stake in the ‘NOW’ compilation business; and |
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(d)

EMI's 50 % stake in the ‘NOW’ compilation business; and

| (e) | Universal label businesses: Sanctuary Records Group Limited, Co-op Music Limited, King Island Roxystar Recordings AB and MPS Records, as well as Universal's 40 % share in Jazzland Recordings (a joint venture). |
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(e)

Universal label businesses: Sanctuary Records Group Limited, Co-op Music Limited, King Island Roxystar Recordings AB and MPS Records, as well as Universal's 40 % share in Jazzland Recordings (a joint venture).

| (64) | The total size of the final commitments (which include mostly EMI assets and some Universal assets) represents around two thirds of EMI's EEA business. |
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(64)

The total size of the final commitments (which include mostly EMI assets and some Universal assets) represents around two thirds of EMI's EEA business.

| (65) | In terms of the market share impact of the final commitments, the Commission reiterated that market shares are but a preliminary indication of market power and are not in themselves determinative of whether or not a transaction results in a significant impediment to effective competition. To this end, it is not necessary to identify any specific market share level under which the merged entity must remain in order for the significant impediment to effective competition to be removed. |
| --- | --- |

(65)

In terms of the market share impact of the final commitments, the Commission reiterated that market shares are but a preliminary indication of market power and are not in themselves determinative of whether or not a transaction results in a significant impediment to effective competition. To this end, it is not necessary to identify any specific market share level under which the merged entity must remain in order for the significant impediment to effective competition to be removed.

| (66) | That being said, the Commission notes that post divestment, the increment to the merged entity's overall market share (including both physical and digital) at the EEA level would be significantly reduced: the divestment package represents a market share of about (5-10) % on the market for the wholesale of digital music, which means that Universal would acquire an additional market share of around (0-5) % and therefore increase its EEA-wide market share from (30-40) % to (30-40) %. |
| --- | --- |

(66)

That being said, the Commission notes that post divestment, the increment to the merged entity's overall market share (including both physical and digital) at the EEA level would be significantly reduced: the divestment package represents a market share of about (5-10) % on the market for the wholesale of digital music, which means that Universal would acquire an additional market share of around (0-5) % and therefore increase its EEA-wide market share from (30-40) % to (30-40) %.

| (67) | In terms of market share on a national level, the divestment effectively reduces the increment brought about by the addition of EMI to Universal in every Member State as well as Iceland and Norway. The package contains significant Anglo repertoire which cuts across all Member States as well as Iceland and Norway. In addition, the local repertoire being divested in Belgium, the Czech Republic, Denmark, France, Norway, Poland, Portugal, Spain and Sweden further reduces the merged entity's post-transaction market shares to levels that no longer clearly indicate a significant increase in the market power that Universal already has today. |
| --- | --- |

(67)

In terms of market share on a national level, the divestment effectively reduces the increment brought about by the addition of EMI to Universal in every Member State as well as Iceland and Norway. The package contains significant Anglo repertoire which cuts across all Member States as well as Iceland and Norway. In addition, the local repertoire being divested in Belgium, the Czech Republic, Denmark, France, Norway, Poland, Portugal, Spain and Sweden further reduces the merged entity's post-transaction market shares to levels that no longer clearly indicate a significant increase in the market power that Universal already has today.

| (68) | In addition to the divestment of recorded music assets, the notifying party committed to terminate its distribution agreement with the third party record company Ministry of Sound and not to enter into any licence/distribution agreement with Ministry of Sound in the EEA for a period of 10 years from the adoption of the Decision. |
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(68)

In addition to the divestment of recorded music assets, the notifying party committed to terminate its distribution agreement with the third party record company Ministry of Sound and not to enter into any licence/distribution agreement with Ministry of Sound in the EEA for a period of 10 years from the adoption of the Decision.

| (69) | Finally, the notifying party committed for 10 years to refrain from including any clauses in Universal's contracts with digital customers to the extent they apply to the EEA which would require those customers to guarantee to Universal commercial terms that are better, equivalent to or at least as good as those agreed with another recorded music company (the MFN commitment). |
| --- | --- |

(69)

Finally, the notifying party committed for 10 years to refrain from including any clauses in Universal's contracts with digital customers to the extent they apply to the EEA which would require those customers to guarantee to Universal commercial terms that are better, equivalent to or at least as good as those agreed with another recorded music company (the MFN commitment).

Assessment of the commitments of 25 August 2012

| (70) | The Commission's assessment of the commitments is based on all available evidence, including the results of the market test and detailed information provided by the notifying party as regards the contents of the remedies package, in particular details relating to the artists contracts (future delivery obligations, length of contracts, remaining retention period on catalogues and change of control/assignment clauses). The Commission carried out its analysis against the criteria for acceptable remedies in merger cases contained in the notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (6). |
| --- | --- |

(70)

The Commission's assessment of the commitments is based on all available evidence, including the results of the market test and detailed information provided by the notifying party as regards the contents of the remedies package, in particular details relating to the artists contracts (future delivery obligations, length of contracts, remaining retention period on catalogues and change of control/assignment clauses). The Commission carried out its analysis against the criteria for acceptable remedies in merger cases contained in the notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (6).

| (71) | The Commission concluded that the final commitments submitted by the notifying party are of a scale and nature such as to decrease Universal's market power on a sustainable basis so that no significant impediment to effective competition arises as a result of the proposed transaction. This is because the assets included in the package represent a substantial portion of the overlap, are composed of an adequate mix between owned assets, distribution/licensing deals and compilations and are of good quality (i.e. likely to continue to generate future revenues). Furthermore, the fact that two thirds of the package will be sold to a single purchaser that already has industry experience will strengthen the counter-balancing effects of the divestment. Artists will have a strengthened competitor to go to and Universal's ability to extract more onerous commercial conditions from digital service providers will not increase. |
| --- | --- |

(71)

The Commission concluded that the final commitments submitted by the notifying party are of a scale and nature such as to decrease Universal's market power on a sustainable basis so that no significant impediment to effective competition arises as a result of the proposed transaction. This is because the assets included in the package represent a substantial portion of the overlap, are composed of an adequate mix between owned assets, distribution/licensing deals and compilations and are of good quality (i.e. likely to continue to generate future revenues). Furthermore, the fact that two thirds of the package will be sold to a single purchaser that already has industry experience will strengthen the counter-balancing effects of the divestment. Artists will have a strengthened competitor to go to and Universal's ability to extract more onerous commercial conditions from digital service providers will not increase.

| (72) | The Commission therefore concluded that the final commitments of 25 August 2012 remove the significant impediment to effective competition. |
| --- | --- |

(72)

The Commission therefore concluded that the final commitments of 25 August 2012 remove the significant impediment to effective competition.

| (73) | Any concerns arising from the potential marginalisation of competitors (in both the digital and physical space) as a result of a significant reduction in their ability to ‘monetise’ their repertoire and sign and retain artists, which would ultimately harm consumers in terms of prices and choice, would also be addressed by the commitments. |
| --- | --- |

(73)

Any concerns arising from the potential marginalisation of competitors (in both the digital and physical space) as a result of a significant reduction in their ability to ‘monetise’ their repertoire and sign and retain artists, which would ultimately harm consumers in terms of prices and choice, would also be addressed by the commitments.

V.   CONCLUSION

| (74) | For the reasons mentioned above, the Decision concludes that the proposed concentration will not significantly impede effective competition in the internal market or in a substantial part of it. |
| --- | --- |

(74)

For the reasons mentioned above, the Decision concludes that the proposed concentration will not significantly impede effective competition in the internal market or in a substantial part of it.

| (75) | Consequently, the concentration should be declared compatible with the internal market and the functioning of the EEA Agreement, in accordance with Article 2(2) and Article 8(2) of the Merger Regulation and Article 57 of the EEA Agreement. |
| --- | --- |

(75)

Consequently, the concentration should be declared compatible with the internal market and the functioning of the EEA Agreement, in accordance with Article 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 3 October 2007 in Case COMP/M.3333 — Sony/BMG; Commission decision of 15 September 2008 in Case COMP/M.5272 — Sony/Sony BMG.

(3)  Commission decision of 3 October 2007 in Case COMP/M.3333 — Sony/BMG, recital 27.

(4)  Commission decision of 3 October 2007 in Case COMP/M.3333 — Sony/BMG.

(5)  OJ C 31, 5.2.2004, p. 5.

(6)  OJ C 267, 22.10.2008, p. 1.

---

NOTICES FROM MEMBER STATES

| 1.8.2013 | EN | Official Journal of the European Union | C 220/23 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/23

---

Notice concerning the implementation of Article 9a(7) of Regulation (EC) No 550/2004 of the European Parliament and of the Council on the provision of air navigation services in the single European sky

(Publication of Member States' decisions establishing Functional Airspace Blocks)

2013/C 220/09

| Member State(s) | Reference | Name of functional airspace block | Entry into force |
| --- | --- | --- | --- |
| Kingdom of Belgium,
  French Republic,
  Federal Republic of Germany,
  Grand Duchy of Luxembourg,
  Kingdom of the Netherlands,
  Swiss Confederation | State Agreement signed on 2 December 2010 | FABEC | 1 June 2013 |

Member State(s)

Reference

Name of functional airspace block

Entry into force

Kingdom of Belgium,

French Republic,

Federal Republic of Germany,

Grand Duchy of Luxembourg,

Kingdom of the Netherlands,

Swiss Confederation

State Agreement signed on 2 December 2010

FABEC

1 June 2013

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/23 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/23

---

Commission notice pursuant to Article 17(5) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community

Invitation to tender in respect of the operation of scheduled air services in accordance with public service obligations

(Text with EEA relevance)

2013/C 220/10

| Member State | France |
| --- | --- |
| Route concerned | Brive–Paris (Orly) |
| Period of validity of the contract | from 5 January 2014 to 4 January 2018 |
| Deadline for submission of applications and tenders | 10 October 2013, before 17.00, Paris time (France) |
| Address from which the text of the invitation to tender and any relevant information and/or documentation relating to the public tender and the public service obligations can be obtained | Syndicat mixte pour la création, l’aménagement et la gestion de l’aérodrome Brive-Souillac |
| À l’attention de M. Joël POUYADE |
| Mairie de Brive |
| B.P. 80433 |
| 19312 Brive Cedex |
| FRANCE |
| Tel. +33 555181644 |
| Fax +33 555181699 |
| E-mail: joel.pouyade@brive.fr |

Member State

France

Route concerned

Brive–Paris (Orly)

Period of validity of the contract

from 5 January 2014 to 4 January 2018

Deadline for submission of applications and tenders

10 October 2013, before 17.00, Paris time (France)

Address from which the text of the invitation to tender and any relevant information and/or documentation relating to the public tender and the public service obligations can be obtained

Syndicat mixte pour la création, l’aménagement et la gestion de l’aérodrome Brive-Souillac

À l’attention de M. Joël POUYADE

Mairie de Brive

B.P. 80433

19312 Brive Cedex

FRANCE

Tel. +33 555181644

Fax +33 555181699

E-mail: joel.pouyade@brive.fr

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/24 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/24

---

Commission notice pursuant to Article 17(5) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community

Invitation to tender in respect of the operation of scheduled air services in accordance with public service obligations

(Text with EEA relevance)

2013/C 220/11

| Member State | France |
| --- | --- |
| Route concerned | Annecy–Paris (Orly) |
| Period of validity of the contract | From 1 January 2014 to 31 December 2016 |
| Deadline for submission of applications and tenders | 10 October 2013, before 17.00, Paris time (France) |
| Address from which the text of the invitation to tender and any relevant information and/or documentation relating to the public tender and the public service obligations can be obtained | Conseil général de la Haute-Savoie |
| Direction de la commande publique |
| 23 rue de la Paix |
| 74041 Annecy Cedex |
| FRANCE |
| Tel. +33 450332134 |
| Fax +33 450332145 |
| E-mail: dcpfour-serv@cg74.fr |

Member State

France

Route concerned

Annecy–Paris (Orly)

Period of validity of the contract

From 1 January 2014 to 31 December 2016

Deadline for submission of applications and tenders

10 October 2013, before 17.00, Paris time (France)

Address from which the text of the invitation to tender and any relevant information and/or documentation relating to the public tender and the public service obligations can be obtained

Conseil général de la Haute-Savoie

Direction de la commande publique

23 rue de la Paix

74041 Annecy Cedex

FRANCE

Tel. +33 450332134

Fax +33 450332145

E-mail: dcpfour-serv@cg74.fr

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/24 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/24

---

Commission notice pursuant to Article 17(5) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community

Invitation to tender in respect of the operation of scheduled air services in accordance with public service obligations

(Text with EEA relevance)

2013/C 220/12

| Member State | France |
| --- | --- |
| Route concerned | Lorient–Lyon |
| Period of validity of the contract | From 1 January 2014 to 31 December 2017 |
| Deadline for submission of applications and tenders | 10 October 2013, before 12.00, Paris time (France) |
| Address from which the text of the invitation to tender and any relevant information and/or documentation relating to the public tender and the public service obligations can be obtained | Chambre de commerce et d’industrie du Morbihan |
| 21 quai des Indes |
| CS30362 |
| 56323 Lorient |
| FRANCE |
| Tel. +33 297024000 |
| Fax +33 297024093 |
| E-mail: dir.juridique@morbihan.cci.fr |

Member State

France

Route concerned

Lorient–Lyon

Period of validity of the contract

From 1 January 2014 to 31 December 2017

Deadline for submission of applications and tenders

10 October 2013, before 12.00, Paris time (France)

Address from which the text of the invitation to tender and any relevant information and/or documentation relating to the public tender and the public service obligations can be obtained

Chambre de commerce et d’industrie du Morbihan

21 quai des Indes

CS30362

56323 Lorient

FRANCE

Tel. +33 297024000

Fax +33 297024093

E-mail: dir.juridique@morbihan.cci.fr

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/25 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/25

---

Commission notice pursuant to Article 16(4) of Regulation (EC) No 1008/2008 of the European Parliament and of the Council on common rules for the operation of air services in the Community

Amendment of public service obligations in respect of scheduled air services

(Text with EEA relevance)

2013/C 220/13

| Member State | France |
| --- | --- |
| Route concerned | Lorient–Lyon |
| Original date of entry into force of the public service obligations | 28 June 1996 |
| Date of entry into force of the amendments | 1 January 2014 |
| Address from which the text and any relevant information and/or documentation relating to the public service obligation can be obtained | Decree of 12 July 2013 amending the public service obligations imposed on scheduled air services between Lorient and Lyon
  NOR: DEVA1317980A
  http://www.legifrance.gouv.fr/initRechTexte.do
  For further information please contact:





  Direction Générale de l’Aviation Civile |
| DTA/SDT/T2 |
| 50 rue Henry Farman |
| 75720 Paris Cedex 15 |
| FRANCE |
| Tel. +33 0158094321 |
| E-mail: osp-compagnies.dta@aviation-civile.gouv.fr |

Member State

France

Route concerned

Lorient–Lyon

Original date of entry into force of the public service obligations

28 June 1996

Date of entry into force of the amendments

1 January 2014

Address from which the text and any relevant information and/or documentation relating to the public service obligation can be obtained

Decree of 12 July 2013 amending the public service obligations imposed on scheduled air services between Lorient and Lyon

NOR: DEVA1317980A

http://www.legifrance.gouv.fr/initRechTexte.do

For further information please contact:

Direction Générale de l’Aviation Civile

DTA/SDT/T2

50 rue Henry Farman

75720 Paris Cedex 15

FRANCE

Tel. +33 0158094321

E-mail: osp-compagnies.dta@aviation-civile.gouv.fr

---

NOTICES CONCERNING THE EUROPEAN ECONOMIC AREA

EFTA Surveillance Authority

| 1.8.2013 | EN | Official Journal of the European Union | C 220/26 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/26

---

Communication from the EFTA Surveillance Authority concerning derogations by Norway from certain characteristics set out in the Act referred to at point 18wb of Annex XXI to the EEA Agreement, Commission Regulation (EU) No 88/2011 implementing Regulation (EC) No 452/2008 of the European Parliament and of the Council concerning the production and development of statistics on education and lifelong learning, as regards statistics on education and training systems

2013/C 220/14

Regulation (EC) No 452/2008 of the European Parliament and of the Council of 23 April 2008 concerning the production and development of statistics on education and lifelong learning, as adapted to the EEA Agreement by Protocol 1 thereto and as referred to at point 18w of Annex XXI to the EEA Agreement (Regulation (EC) No 452/2008) (1), applies to the production of statistics in three specific domains. Article 6(3) of Regulation (EC) No 452/2008 allows for, if necessary, limited derogations and transition periods.

Regulation (EU) No 88/2011 of 2 February 2011 implementing Regulation (EC) No 452/2008 of the European Parliament and of the Council concerning the production and development of statistics on education and lifelong learning, as regards statistics on education and training systems, as adapted to the EEA Agreement by Protocol 1 thereto and as referred to at point 18wb of Annex XXI to the EEA Agreement (Regulation (EU) No 88/2011) (2), lays down rules for the implementation of Regulation (EC) No 452/2008 with regard to the collection, transmission and processing of statistical data in Domain 1 on education and training systems.

The EFTA Surveillance Authority has the competence to grant derogations in accordance with Article 6(3) of Regulation (EC) No 452/2008 as regards applications from Iceland, Liechtenstein and Norway.

Pursuant to Article 6(3) of Regulation (EC) No 452/2008, Norway applied for derogations from certain characteristics set out in Annex 1 to the Regulation (EU) No 88/2011.

The EFTA Surveillance Authority has granted the following derogations from the characteristics set out in Annex 1 to the Regulation (EU) No 88/2011 until 31 December 2013, in accordance with the opinion of the EFTA Committee on Statistics.

| | Tables and breakdowns |
| --- | --- |
| NORWAY | — | Number of graduations from ISCED 6 in narrow field of education (two-digit level) in Science (ISC4) (rows A14-A17, A47-A50 and A80-A83 in column 12-13) in table GRAD5 |

Tables and breakdowns

NORWAY

—

Number of graduations from ISCED 6 in narrow field of education (two-digit level) in Science (ISC4) (rows A14-A17, A47-A50 and A80-A83 in column 12-13) in table GRAD5

| — | Number of students at ISCED 0 with coverage adjusted to statistics on education personnel (column 2 and rows C1-C3) in table PERS_ENRL2 |
| --- | --- |

—

Number of students at ISCED 0 with coverage adjusted to statistics on education personnel (column 2 and rows C1-C3) in table PERS_ENRL2

| — | Number of students at all ISCED-levels with coverage adjusted to statistics on education personnel by type of institution (rows C1-C3) in table PERS_ENRL2 |
| --- | --- |

—

Number of students at all ISCED-levels with coverage adjusted to statistics on education personnel by type of institution (rows C1-C3) in table PERS_ENRL2

| — | Number of classroom teachers at ISCED level 0 (column 2) in table PERS1 |
| --- | --- |

—

Number of classroom teachers at ISCED level 0 (column 2) in table PERS1

| — | Number of classroom teachers at ISCED level 0 in full-time, part-time and full-time equivalents in private institutions (column 2) in table PERS1 |
| --- | --- |

—

Number of classroom teachers at ISCED level 0 in full-time, part-time and full-time equivalents in private institutions (column 2) in table PERS1

| — | Number of classroom teachers at ISCED level 3 and by programme orientation (column 7-8) in full-time, part-time and full-time equivalents in table PERS1 |
| --- | --- |

—

Number of classroom teachers at ISCED level 3 and by programme orientation (column 7-8) in full-time, part-time and full-time equivalents in table PERS1

| — | Number of classroom teachers at ISCED level 4 (column 11) and by programme orientation (column 12-13) in full-time, part-time and full-time equivalents in table PERS1 |
| --- | --- |

—

Number of classroom teachers at ISCED level 4 (column 11) and by programme orientation (column 12-13) in full-time, part-time and full-time equivalents in table PERS1

| — | Number of academic staff in ISCED 5B (column 17) in full-time, part-time and full-time equivalents in table PERS1 |
| --- | --- |

—

Number of academic staff in ISCED 5B (column 17) in full-time, part-time and full-time equivalents in table PERS1

| — | Number of classroom teachers at all ISCED levels in private institutions (rows A50-A53) in table PERS1 |
| --- | --- |

—

Number of classroom teachers at all ISCED levels in private institutions (rows A50-A53) in table PERS1

| — | Expenditure of households to educational institutions in table FINANCE1 (rows H1, H4, H5, H18 and H20) |
| --- | --- |

—

Expenditure of households to educational institutions in table FINANCE1 (rows H1, H4, H5, H18 and H20)

| — | Expenditure of other private entities to educational institutions in table FINANCE1 (rows E1, E4, E5, E10, E11, E12 and E20) |
| --- | --- |

—

Expenditure of other private entities to educational institutions in table FINANCE1 (rows E1, E4, E5, E10, E11, E12 and E20)

| — | Expenditure for ancillary services in public institutions in table FINANCE2 (row X30) |
| --- | --- |

—

Expenditure for ancillary services in public institutions in table FINANCE2 (row X30)

---

(1)  Joint Committee Decision No 125/2008 (OJ L 339, 18.12.2008, p. 118 and EEA Supplement No 79, 18.12.2008, p. 27), e.i.f. 8 November 2008.

(2)  Joint Committee Decision No 159/2011 (OJ L 76, 15.3.2012, p. 46 and EEA Supplement No 15, 15.3.2012, p. 52), e.i.f. 3 December 2011.

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/28 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/28

---

Communication from the EFTA Surveillance Authority concerning derogations by Norway from certain characteristics set out in the Act referred to at point 18z2 of Annex XXI to the EEA Agreement, Commission Regulation (EU) No 349/2011 implementing Regulation (EC) No 1338/2008 of the European Parliament and of the Council on Community statistics on public health and health and safety at work, as regards statistics on accidents at work

2013/C 220/15

Regulation (EC) No 1338/2008 of the European Parliament and of the Council of 16 December 2008 on Community statistics on public health and health and safety at work, as adapted to the EEA Agreement by Protocol 1 thereto and as referred to at point 18z of Annex XXI to the EEA Agreement (Regulation (EC) No 1338/2008) (1), applies to the production of statistics in five specific domains. Article 9(1) of Regulation (EC) No 1338/2008 refers to implementing measures necessary to determine the data and metadata to be supplied on accidents at work covered by Annex IV to that Regulation as well as to determine the reference periods, intervals and time limits for data provision. Article 9(2) of Regulation (EC) No 1338/2008 allows for, if necessary, derogations and transition periods.

Commission Regulation (EU) No 349/2011 of 11 April 2011 implementing Regulation (EC) No 1338/2008 of the European Parliament and of the Council on Community statistics on public health and health and safety at work, as regards statistics on accidents at work, as adapted to the EEA Agreement by Protocol 1 thereto and as referred to at point 18z2 of Annex XXI to the EEA Agreement (Regulation (EU) No 349/2011) (2), lays down rules for the implementation of Regulation (EC) No 1338/2008 with regard to statistics on accidents at work.

The EFTA Surveillance Authority has the competence to grant derogations in accordance with Article 9(2) of Regulation (EC) No 1338/2008 as regards applications from Iceland, Liechtenstein and Norway.

Pursuant to Article 9(2) of Regulation (EC) No 1338/2008, Norway applied for derogations from certain characteristics set out in Annex 1 to the Regulation (EU) No 349/2011.

The EFTA Surveillance Authority has granted the following derogations from the characteristics set out in Annex 1 to the Regulation (EU) No 349/2011 until 30 June 2016, in accordance with the opinion of the EFTA Committee on Statistics:

| | ‘Days lost’, |
| --- | --- |

‘Days lost’,

| | ‘Employment status of the victim’ and |
| --- | --- |

‘Employment status of the victim’ and

| | ‘Phase III variables on causes and circumstances’. |
| --- | --- |

‘Phase III variables on causes and circumstances’.

First delivery of data transmission of variables listed above: 2016 (data in respect of 2014).

---

(1)  Joint Committee Decision No 89/2009 (OJ L 277, 22.10.2009, p. 41 and EEA Supplement No 56, 22.10.2009, p. 19), e.i.f. 4 July 2009.

(2)  Join Committee Decision No 189/2012 (OJ L 341, 13.12.2012, p. 43 and EEA Supplement No 70, 13.12.2012, p. 51), e.i.f. 29 September 2012.

---

V Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

| 1.8.2013 | EN | Official Journal of the European Union | C 220/29 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/29

---

Prior notification of a concentration

(Case COMP/M.6903 — RWA/GENOL)

Candidate case for simplified procedure

(Text with EEA relevance)

2013/C 220/16

| 1. | On 25 July 2013, 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 RWA Raiffeisen Ware Austria AG (‘RWA’, Austria), jointly controlled by BayWa Aktiengesellschaft (‘BayWa’, Germany) and RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung eGen, Vienna (‘RWA Genossenschaft’, Austria) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of GENOL Gesellschaft m.b.H & Co KG (‘GENOL’, Austria) by way of contract of management. |
| --- | --- |

1.

On 25 July 2013, 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 RWA Raiffeisen Ware Austria AG (‘RWA’, Austria), jointly controlled by BayWa Aktiengesellschaft (‘BayWa’, Germany) and RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung eGen, Vienna (‘RWA Genossenschaft’, Austria) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of GENOL Gesellschaft m.b.H & Co KG (‘GENOL’, Austria) by way of contract of management.

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






  — | RWA: distribution of agricultural products (e.g. crop, oilseeds, wood), farm inputs (seeds, crop protection products, fertilizers, feeding stuff) and consumer products (esp. building materials and home and gardening equipment), |
| --- | --- | --- |

2.

The business activities of the undertakings concerned are:

—

RWA: distribution of agricultural products (e.g. crop, oilseeds, wood), farm inputs (seeds, crop protection products, fertilizers, feeding stuff) and consumer products (esp. building materials and home and gardening equipment),

| — | BayWa: wholesale and retail sale of agricultural products and commodities as well as consumer goods and energy (such as solid and liquid fuels, heating oil and renewables), |
| --- | --- |

—

BayWa: wholesale and retail sale of agricultural products and commodities as well as consumer goods and energy (such as solid and liquid fuels, heating oil and renewables),

| — | RWA Genossenschaft: agricultural cooperative which is not controlled by third parties and which acts as a mere holding without operational activities on the market, |
| --- | --- |

—

RWA Genossenschaft: agricultural cooperative which is not controlled by third parties and which acts as a mere holding without operational activities on the market,

| — | GENOL: distribution of heating oil, motor fuels and related products (such as lubricants) and other fuels (in particular, coal, wood pellets and firewood). |
| --- | --- |

—

GENOL: distribution of heating oil, motor fuels and related products (such as lubricants) and other fuels (in particular, coal, wood pellets and firewood).

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the EC 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 EC Merger Regulation (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the EC 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 EC Merger Regulation (2) it should be noted that this case is a candidate for treatment under the procedure set out in the 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 number COMP/M.6903 — RWA/GENOL, 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 number COMP/M.6903 — RWA/GENOL, 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 ‘EC Merger Regulation’).

(2)  OJ C 56, 5.3.2005, p. 32 (‘Notice on a simplified procedure’).

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/31 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/31

---

Prior notification of a concentration

(Case COMP/M.6999 — SPIE/HSS)

Candidate case for simplified procedure

(Text with EEA relevance)

2013/C 220/17

| 1. | On 25 July 2013, 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 SPIE SA (‘SPIE’, France) acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of Hochtief Service Solutions (‘HSS’, Germany) by way of purchase of shares. |
| --- | --- |

1.

On 25 July 2013, 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 SPIE SA (‘SPIE’, France) acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of Hochtief Service Solutions (‘HSS’, Germany) by way of purchase of shares.

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






  — | for SPIE: provision of electrical and mechanical engineering and heating, ventilation and air conditioning services, energy and communication systems, |
| --- | --- | --- |

2.

The business activities of the undertakings concerned are:

—

for SPIE: provision of electrical and mechanical engineering and heating, ventilation and air conditioning services, energy and communication systems,

| — | for HSS: provision of facility management services. |
| --- | --- |

—

for HSS: provision of facility management services.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the EC 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 EC Merger Regulation (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the EC 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 EC Merger Regulation (2) it should be noted that this case is a candidate for treatment under the procedure set out in the 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 number COMP/M.6999 — SPIE/HSS, 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 number COMP/M.6999 — SPIE/HSS, 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 ‘EC Merger Regulation’).

(2)  OJ C 56, 5.3.2005, p. 32 (‘Notice on a simplified procedure’).

---

| 1.8.2013 | EN | Official Journal of the European Union | C 220/32 |
| --- | --- | --- | --- |

1.8.2013

EN

Official Journal of the European Union

C 220/32

---

Prior notification of a concentration

(Case COMP/M.6971 — Warburg Pincus/General Atlantic/Santander/Santander Asset Management)

Candidate case for simplified procedure

(Text with EEA relevance)

2013/C 220/18

| 1. | On 25 July 2013, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertakings Warburg Pincus & Co (‘Warburg Pincus’, United States), General Atlantic Company LLC (‘General Atlantic’, United States) and Banco Santander (‘Santander’, Spain) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of Santander Asset Management (‘SAM’, Jersey) by way of purchase of shares. |
| --- | --- |

1.

On 25 July 2013, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertakings Warburg Pincus & Co (‘Warburg Pincus’, United States), General Atlantic Company LLC (‘General Atlantic’, United States) and Banco Santander (‘Santander’, Spain) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of Santander Asset Management (‘SAM’, Jersey) by way of purchase of shares.

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






  — | Warburg Pincus: private equity, |
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2.

The business activities of the undertakings concerned are:

—

Warburg Pincus: private equity,

| — | General Atlantic: private equity, |
| --- | --- |

—

General Atlantic: private equity,

| — | Santander: provision of services in retail banking, asset management, corporate and investment banking, treasury and insurance, |
| --- | --- |

—

Santander: provision of services in retail banking, asset management, corporate and investment banking, treasury and insurance,

| — | SAM: asset management. |
| --- | --- |

—

SAM: asset management.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the EC 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 EC Merger Regulation (2) it should be noted that this case is a candidate for treatment under the procedure set out in the Notice. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the EC 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 EC Merger Regulation (2) it should be noted that this case is a candidate for treatment under the procedure set out in the 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 number COMP/M.6971 — Warburg Pincus/General Atlantic/Santander/Santander Asset Management, 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 number COMP/M.6971 — Warburg Pincus/General Atlantic/Santander/Santander Asset Management, to the following address:

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

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

(2)  OJ C 56, 5.3.2005, p. 32 (‘Notice on a simplified procedure’).

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