# Official Journal C 299/2019

| | ISSN 1977-091X |
| --- | --- |
| Official Journal
  of the European Union | C 299 |
| | |
| English edition | Information and Notices | Volume 624 September 2019 |

ISSN 1977-091X

Official Journal

of the European Union

C 299

English edition

Information and Notices

Volume 624 September 2019

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| Contents | page |
| --- | --- |
| | II   Information |
| | INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2019/C 299/01 | Non-opposition to a notified concentration (Case M.9398 — Centerbridge Partners/Amtrust Corporate Member) (
  1
  ) | 1 |
| 2019/C 299/02 | Non-opposition to a notified concentration (Case M.9469 — ISQ/Domidep) (
  1
  ) | 1 |

Contents

page

II   Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2019/C 299/01

Non-opposition to a notified concentration (Case M.9398 — Centerbridge Partners/Amtrust Corporate Member) (
  1
  )

1

1

2019/C 299/02

Non-opposition to a notified concentration (Case M.9469 — ISQ/Domidep) (
  1
  )

1

1

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| | IV   Notices |
| --- | --- |
| | NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2019/C 299/03 | Euro exchange rates | 2 |
| 2019/C 299/04 | Opinion of the Advisory Committee on restrictive practices and dominant positions at its meeting on 9 April 2019 concerning a draft decision in Case AT.39398 — Visa MIF — Rapporteur: Finland | 3 |
| 2019/C 299/05 | Final Report of the Hearing Officer — Case AT.39398 — Visa MIF | 4 |
| 2019/C 299/06 | Summary of Commission Decision of 29 April 2019 relating to a proceeding under Article 101 of the Treaty on the Functioning of the European Union and Article 53 of the EEA Agreement (Case AT.39398 — Visa MIF) (notified under document number C(2019)3034) | 8 |

IV   Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2019/C 299/03

Euro exchange rates

2

2019/C 299/04

Opinion of the Advisory Committee on restrictive practices and dominant positions at its meeting on 9 April 2019 concerning a draft decision in Case AT.39398 — Visa MIF — Rapporteur: Finland

3

2019/C 299/05

Final Report of the Hearing Officer — Case AT.39398 — Visa MIF

4

2019/C 299/06

Summary of Commission Decision of 29 April 2019 relating to a proceeding under Article 101 of the Treaty on the Functioning of the European Union and Article 53 of the EEA Agreement (Case AT.39398 — Visa MIF) (notified under document number C(2019)3034)

(notified under document number C(2019)3034)

8

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| | V   Announcements |
| --- | --- |
| | PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY |
| | European Commission |
| 2019/C 299/07 | Prior notification of a concentration (Case M.9458 — CBRE/Telford Homes) — Candidate case for simplified procedure (
  1
  ) | 12 |
| 2019/C 299/08 | Prior notification of a concentration (Case M.9496 — Ardian France/Staci) — Candidate case for simplified procedure (
  1
  ) | 14 |

V   Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

2019/C 299/07

Prior notification of a concentration (Case M.9458 — CBRE/Telford Homes) — Candidate case for simplified procedure (
  1
  )

1

12

2019/C 299/08

Prior notification of a concentration (Case M.9496 — Ardian France/Staci) — Candidate case for simplified procedure (
  1
  )

1

14

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

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(1)   Text with EEA relevance.

1

| EN | |
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EN

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II Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 4.9.2019 | EN | Official Journal of the European Union | C 299/1 |
| --- | --- | --- | --- |

4.9.2019

EN

Official Journal of the European Union

C 299/1

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Non-opposition to a notified concentration

(Case M.9398 — Centerbridge Partners/Amtrust Corporate Member)

(Text with EEA relevance)

(2019/C 299/01)

On 13 August 2019, the Commission decided not to oppose the above notified concentration and to declare it compatible with the internal market. This decision is based on Article 6(1)(b) of Council Regulation (EC) No 139/2004 (1). The full text of the decision is available only in English and will be made public after it is cleared of any business secrets it may contain. It will be available:

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

—

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

| — | in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32019M9398. EUR-Lex is the online access to European law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32019M9398. EUR-Lex is the online access to European law.

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

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| 4.9.2019 | EN | Official Journal of the European Union | C 299/1 |
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4.9.2019

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Official Journal of the European Union

C 299/1

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Non-opposition to a notified concentration

(Case M.9469 — ISQ/Domidep)

(Text with EEA relevance)

(2019/C 299/02)

On 27 August 2019, the Commission decided not to oppose the above notified concentration and to declare it compatible with the internal market. This decision is based on Article 6(1)(b) of Council Regulation (EC) No 139/2004 (1). The full text of the decision is available only in English and will be made public after it is cleared of any business secrets it may contain. It will be available:

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

—

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

| — | in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32019M9469. EUR-Lex is the online access to European law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32019M9469. EUR-Lex is the online access to European law.

---

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

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IV Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 4.9.2019 | EN | Official Journal of the European Union | C 299/2 |
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4.9.2019

EN

Official Journal of the European Union

C 299/2

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Euro exchange rates (1)

3 September 2019

(2019/C 299/03)

1 euro =

| | Currency | Exchange rate |
| --- | --- | --- |
| USD | US dollar | 1,0937 |
| JPY | Japanese yen | 116,05 |
| DKK | Danish krone | 7,4566 |
| GBP | Pound sterling | 0,90885 |
| SEK | Swedish krona | 10,8128 |
| CHF | Swiss franc | 1,0829 |
| ISK | Iceland króna | 139,90 |
| NOK | Norwegian krone | 10,0190 |
| BGN | Bulgarian lev | 1,9558 |
| CZK | Czech koruna | 25,885 |
| HUF | Hungarian forint | 330,68 |
| PLN | Polish zloty | 4,3663 |
| RON | Romanian leu | 4,7292 |
| TRY | Turkish lira | 6,2937 |
| AUD | Australian dollar | 1,6247 |
| CAD | Canadian dollar | 1,4627 |
| HKD | Hong Kong dollar | 8,5788 |
| NZD | New Zealand dollar | 1,7385 |
| SGD | Singapore dollar | 1,5237 |
| KRW | South Korean won | 1 328,80 |
| ZAR | South African rand | 16,5525 |
| CNY | Chinese yuan renminbi | 7,8513 |
| HRK | Croatian kuna | 7,4055 |
| IDR | Indonesian rupiah | 15 558,00 |
| MYR | Malaysian ringgit | 4,6162 |
| PHP | Philippine peso | 57,190 |
| RUB | Russian rouble | 73,2576 |
| THB | Thai baht | 33,548 |
| BRL | Brazilian real | 4,5684 |
| MXN | Mexican peso | 21,9477 |
| INR | Indian rupee | 79,1970 |

Currency

Exchange rate

USD

US dollar

1,0937

JPY

Japanese yen

116,05

DKK

Danish krone

7,4566

GBP

Pound sterling

0,90885

SEK

Swedish krona

10,8128

CHF

Swiss franc

1,0829

ISK

Iceland króna

139,90

NOK

Norwegian krone

10,0190

BGN

Bulgarian lev

1,9558

CZK

Czech koruna

25,885

HUF

Hungarian forint

330,68

PLN

Polish zloty

4,3663

RON

Romanian leu

4,7292

TRY

Turkish lira

6,2937

AUD

Australian dollar

1,6247

CAD

Canadian dollar

1,4627

HKD

Hong Kong dollar

8,5788

NZD

New Zealand dollar

1,7385

SGD

Singapore dollar

1,5237

KRW

South Korean won

1 328,80

ZAR

South African rand

16,5525

CNY

Chinese yuan renminbi

7,8513

HRK

Croatian kuna

7,4055

IDR

Indonesian rupiah

15 558,00

MYR

Malaysian ringgit

4,6162

PHP

Philippine peso

57,190

RUB

Russian rouble

73,2576

THB

Thai baht

33,548

BRL

Brazilian real

4,5684

MXN

Mexican peso

21,9477

INR

Indian rupee

79,1970

---

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

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| 4.9.2019 | EN | Official Journal of the European Union | C 299/3 |
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4.9.2019

EN

Official Journal of the European Union

C 299/3

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Opinion of the Advisory Committee on restrictive practices and dominant positions at its meeting on 9 April 2019 concerning a draft decision in Case AT.39398 — Visa MIF

Rapporteur: Finland

(2019/C 299/04)

1.

The Advisory Committee shares the Commission’s concerns expressed in its draft Decision as communicated to the Advisory Committee on 26/03/2019 under Article 101 of the Treaty on the Functioning of the European Union (‘TFEU’) and Article 53 of the EEA Agreement.

2.

The Advisory Committee agrees with the Commission that the proceedings concerning Visa can be concluded by means of a decision pursuant to Article 9(1) of Regulation (EC) No 1/2003.

3.

The Advisory Committee agrees with the Commission that the commitments offered by Visa are suitable, necessary and proportionate and should be made legally binding on Visa.

4.

The Advisory Committee agrees with the Commission that, in light of the commitments offered by Visa, there are no longer grounds for action by the Commission against Visa, without prejudice to Article 9(2) of Regulation (EC) No 1/2003.

5.

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

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| 4.9.2019 | EN | Official Journal of the European Union | C 299/4 |
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4.9.2019

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Official Journal of the European Union

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Final Report of the Hearing Officer (1)

Case AT.39398 — Visa MIF

(2019/C 299/05)

Introduction

| (1) | Case AT.39398 concerns multilateral interchange fees (‘MIFs’) applicable in respect of certain debit and credit card payments in the payment card system known under (variants of) the brand name ‘VISA’ (2). |
| --- | --- |

(1)

| (2) | The present report relates to a draft commitments decision under Article 9 of Council Regulation (EC) No 1/2003 (3) (the ‘Draft Decision’) in respect of a subset of the MIFs covered by Case AT.39398, known as ‘inter-regional MIFs’ (4). The Draft Decision is addressed to Visa Inc. and Visa International Service Association (together, ‘Visa’). |
| --- | --- |

(2)

| (3) | Inter-regional MIFs are described in the Draft Decision as MIFs ‘applicable to card-based inter-regional transactions concluded at merchants located in the [European Economic Area (“EEA”)] with consumer debit and credit cards issued by an issuer located outside the EEA’ (5). |
| --- | --- |

(3)

Earlier events in Case AT.39398 concerning Visa Europe Limited

| (4) | Case AT.39398 began with an investigation opened on 28 November 2006 at the Commission’s own initiative. On 6 March 2008, the Commission initiated proceedings for the purposes of Article 2(1) of Commission Regulation (EC) No 773/2004 (6) in respect of ‘alleged practices’‘engaged in by the Visa undertaking, in particular Visa Europe Limited’ (‘Visa Europe’), including ‘multilaterally-determined intra-regional interchange fees’ as applied to certain transactions ‘within the EEA’. |
| --- | --- |

(4)

| (5) | On 3 April 2009, the Commission adopted a statement of objections (the ‘April 2009 SO’). The addressees of the April 2009 SO were Visa Europe and Visa. DG Competition transmitted the April 2009 SO to Visa Europe on 3 April 2009. Visa Europe subsequently identified certain sections of the April 2009 SO as confidential with respect to Visa. |
| --- | --- |

(5)

| (6) | On 15 June 2009, EuroCommerce made a complaint alleging a violation by Visa Europe of Article 81 EC in connection with, among other things, Visa Europe’s ‘intra-regional’ MIFs applicable to commercial card and consumer card transactions. |
| --- | --- |

(6)

| (7) | By decision of 8 December 2010, the Commission, pursuant to Article 9 of Regulation (EC) No 1/2003, made binding on Visa Europe certain commitments with regard to intra-regional and certain domestic (7) MIFs (8). These commitments (the ‘2010 Commitments’) addressed certain of the objections in the Visa Europe SO. In July 2012, the Commission rejected EuroCommerce’s complaint to the extent that it concerned issues covered by the 2010 Commitments. |
| --- | --- |

(7)

| (8) | On 30 July 2012, the Commission adopted a supplementary statement of objections, addressed to Visa Europe (the ‘Visa Europe SSO’). |
| --- | --- |

(8)

| (9) | By decision of 26 February 2014, the Commission made binding on Visa Europe certain commitments concerning, in particular (i) transactions carried out with merchants located within the EEA with a VISA-branded consumer card issued in one of the non-EEA jurisdictions of the Visa Europe Territory; and (ii) certain additional rules on ‘cross-border acquiring’ (the ‘2014 Commitments’) (9). In that decision, the Commission concluded that there were no longer grounds for acting against Visa Europe. Before this decision, EuroCommerce had withdrawn its complaint to the extent that it was covered by the 2014 Commitments. |
| --- | --- |

(9)

| (10) | Visa Inc. acquired Visa Europe in June 2016. |
| --- | --- |

(10)

Procedure concerning Visa

Statements of objections

| (11) | On 25 May 2009, the Commission sent to Visa a redacted version of the April 2009 SO. This redacted version (the ‘Redacted 2009 SO’) did not include certain sections of the April 2009 SO that Visa Europe had previously claimed were confidential with respect to Visa (10). |
| --- | --- |

(11)

| (12) | On 5 March 2013, the Commission adopted a redacted version of the Visa Europe SSO. This version did not contain certain information to the inclusion of which Visa Europe had objected in accordance with Article 8 of Decision 2011/695/EU. By decision of 22 January 2013, I had previously rejected these objections. When Visa Europe did not seek the annulment of that decision within the applicable limitation period, the Commission adopted, on 23 April 2013, a less-redacted version of the Visa Europe SSO. This less-redacted text (the ‘2013 SSO’) includes the information the disclosure of which was authorised by my decision of 22 January 2013. |
| --- | --- |

(12)

| (13) | DG Competition sent the 2013 SSO to Visa on 24 April 2013. The 2013 SSO did not object to certain consumer debit card MIFs covered by the 2010 Commitments. Its scope went beyond that of the Redacted 2009 SO inasmuch as it added objections relating to Visa’s inter-regional MIFs. |
| --- | --- |

(13)

| (14) | On 3 August 2017, the Commission adopted another supplementary statement of objections addressed to Visa (the ‘2017 SSO’). The purpose of the 2017 SSO was ‘to supplement, amend and clarify’ objections notified to Visa in the Redacted 2009 SO and in the 2013 SSO. In particular, the 2017 SSO added objections related to debit card inter-regional MIFs and took into account the 2016 acquisition of Visa Europe by Visa Inc. |
| --- | --- |

(14)

Access to the file by Visa

| (15) | Following receipt of the Redacted 2009 SO, Visa consulted a list of accessible documents in the Commission’s investigation file. On 18 June 2009, Visa informed DG Competition of their decision not to seek access to that file. |
| --- | --- |

(15)

| (16) | After the 2013 SSO, DG Competition provided Visa with documents on CD-ROMs on numerous occasions between May 2013 and June 2014 inclusive. After some correspondence and discussion, DG Competition and Visa agreed that the remainder of the accessible file would be made available to external advisers of Visa as part of a data room procedure in two phases. The first phase was intended to enable external lawyers of Visa to identify documents in relation to which they wished to request further access. It was subject to restrictive rules. The second phase was envisaged as being more in-depth than the first, with external legal and economic advisers having access to the documents selected in the first phase. |
| --- | --- |

(16)

| (17) | The first phase of the data room procedure culminated in the release by DG Competition on 25 and 30 April 2014 of a data room report prepared by Visa’s external lawyers. On 7 and 22 May 2014, Visa requested that certain documents be released from the data room procedure. |
| --- | --- |

(17)

| (18) | In relation to one category of these documents, materials pertaining to the ‘2010 Acquiring Survey’, Visa requested in the alternative that the entire dataset of that survey be available to its legal and economic advisers in a ‘Phase 2 Data Room’. On 3 July 2014, DG Competition rejected the request for further access to the 2010 Acquiring Survey documents outside a data room, without taking a clear position on Visa’s alternative request. Visa raised the matter with me on 15 July 2014. At my prompting, DG Competition essentially accepted this alternative request on 1 August 2014, allowing Visa access to the full albeit anonymised dataset of replies to the 2010 Acquiring Survey inside the Phase 2 Data Room. By letter dated 11 September 2014, Visa confirmed that this alternative solution resolved matters in relation to that category of documents. The relevant data room procedure commenced in 2015. |
| --- | --- |

(18)

| (19) | In relation to another category — documents obtained by the Commission from Visa Europe — Visa proposed in July 2013 that DG Competition explore the possibility of a negotiated disclosure arrangement as an alternative to a data room procedure the rules of which would, in Visa’s view, be too restrictive. Negotiations between Visa and Visa Europe on the details of a ‘negotiated access procedure’ in respect of certain documents continued until April 2015. |
| --- | --- |

(19)

| (20) | Neither Visa Europe nor Visa raised any matter with me concerning this negotiated disclosure exercise or any of the other categories of documents to which Visa sought further access. DG Competition continued to deal with access to the file. |
| --- | --- |

(20)

| (21) | In a letter to Visa dated 8 February 2016, DG Competition indicated that it was planned to ‘issue a new document’ and that, once this was done, Visa would be ‘granted further access to the file up to the date of the new document’. Following the 2017 SSO, DG Competition gave Visa access to part of the Commission’s investigation file by means of a DVD. Starting on 2 October 2017, Visa had access by means of a data room procedure to certain materials. Since the acquisition by Visa of Visa Europe had by this stage been implemented, there was no need to continue the negotiated access arrangements agreed in 2015 in respect of documents of Visa Europe. I received no requests in relation to access to the file following the 2017 SSO. |
| --- | --- |

(21)

Time limits for responding to the Redacted 2009 SO, the 2013 SSO and the 2017 SSO

| (22) | Visa replied to the Redacted 2009 SO on 30 July 2009, within the period granted by DG Competition for a written response. DG Competition initially granted Visa a period in which to respond to the 2013 SSO of, in substance, eight weeks following receipt of the accessible file on a CD-ROM. In July 2015, DG Competition informally indicated to Visa that Visa was not expected to respond in writing to the 2013 SSO in the near future. DG Competition’s letter to Visa dated 8 February 2016 indicated that Visa would not have to reply to the 2013 SSO. Visa responded in writing to the 2017 SSO on 20 November 2017, within the period granted by DG Competition for that purpose. |
| --- | --- |

(22)

Interested third persons

| (23) | In 2009, MasterCard Incorporated, MasterCard International Incorporated and MasterCard Europe (jointly, ‘Mastercard’) as well as five other entities were admitted as interested third persons in Case AT.39398. |
| --- | --- |

(23)

| (24) | By the time of Visa’s written response to the 2017 SSO, of these six interested third persons, only Mastercard had specifically signalled an interest in ongoing proceedings concerning Visa in Case AT.39398 following the 2010 Commitments and the 2014 Commitments (11). At my prompting, DG Competition contacted the five other interested third persons in December 2017. Four of these confirmed in essence that their interest in Case AT.39398 continued in respect of the proceedings concerning Visa. Having failed to respond to repeated communications, the fifth, unlike those four, was not offered the opportunity of commenting, in accordance with Article 13 of Regulation (EC) No 773/2004, on an updated description of the nature and subject matter of the procedure in Case AT.39398 (in practice a non-confidential summary of the 2017 SSO). Two of those four interested third persons did not take up this opportunity. |
| --- | --- |

(24)

| (25) | In January 2018, I received and accepted another application to be heard as an interested third person. The successful applicant provided written comments on a non-confidential summary of the 2017 SSO in February 2018. |
| --- | --- |

(25)

| (26) | I invited Mastercard to participate in the oral hearing (see (27) below) but did not consider it appropriate, for the purposes of Article 6(2) of Decision 2011/695/EU, to invite any other interested third person. |
| --- | --- |

(26)

Oral hearing

| (27) | Visa developed their arguments at an oral hearing held on over a day and a half on 27 and 28 February 2018. Mastercard and EuroCommerce (see paragraphs 30 and 31 below) also participated. |
| --- | --- |

(27)

Commitments procedure

| (28) | On 26 November 2018, Visa submitted commitments (the ‘Commitments’) to the Commission in accordance with Article 9 of Regulation (EC) No 1/2003. |
| --- | --- |

(28)

| (29) | On 5 December 2018, the Commission published a notice in the Official Journal of the European Union pursuant to Article 27(4) of Regulation (EC) No 1/2003, summarising the present case and the Commitments and inviting observations on the Commitments within one month (12). On 29 January 2019, the Commission informed Visa of third party observations received following that notice. |
| --- | --- |

(29)

EuroCommerce as a complainant in respect of Visa

| (30) | On 12 September 2013, EuroCommerce wrote to DG Competition seeking to be acknowledged as a ‘formal complainant in the on-going investigation against [Visa]’. DG Competition replied by letter dated 19 December 2013, confirming that EuroCommerce would be treated as such. |
| --- | --- |

(30)

| (31) | By letter dated 6 March 2019, EuroCommerce withdrew its complaint to the extent, in substance, that it is addressed by the Draft Decision. |
| --- | --- |

(31)

Concluding remarks

| (32) | The Draft Decision states that in the light of the Commitments, ‘the Commission considers that there are no longer grounds for action on its part and, without prejudice to Article 9(2) of Regulation (EC) No 1/2003, the proceedings in this case should therefore be brought to an end’. |
| --- | --- |

(32)

| (33) | Overall, I consider that the effective exercise of procedural rights has been respected. |
| --- | --- |

(33)

Brussels, 11 April 2019.

Wouter WILS

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

1

(2)  In a ‘four-party’ payment system such as the system concerned here, the parties involved in each purchase made by payment card are, besides the owner/licensor of the system: (1) the cardholder; (2) the financial institution which issued that card (referred to as the ‘issuer’); (3) the ‘merchant’; and (4) the financial institution providing the merchant with services enabling it to accept the card as a means of settling the transaction concerned (referred to as the ‘acquirer’). MIFs are sums that, in respect of transactions settled by way of a card payment in such a system, are typically payable to the issuer by the acquirer in default of an alternative ‘interchange’ arrangement made bilaterally between issuer and acquirer in respect of the type of card and transaction concerned. MIFs are generally expressed in terms of a percentage of the face value of the associated card payment.

2

(3)  Council Regulation (EC) No 1/2003 of 16 December 2002 on the implementation of the rules on competition laid down in Articles 81 and 82 of the Treaty (OJ L 1, 4.1.2003, p. 1) (‘Regulation (EC) No 1/2003’).

3

(4)  Other aspects of Case AT.39398 have been addressed by two Commission decisions adopted under Article 9 of Regulation (EC) No 1/2003 in 2010 and 2014 respectively. See paragraphs 7 and 9 below.

4

(5)  See footnote 2 for a brief explanation of the terms ‘MIFs’, ‘merchants’ and ‘issuer’.

5

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

6

(7)  Domestic MIFs are default interchange fees applicable where issuer and acquirer are in the same country.

7

(8)  A summary of this decision is published in OJ C 79, 12.3.2011, p. 8. See also Final Report of the Hearing Officer, dated 26 November 2010 (OJ C 79, 12.3.2011, p. 6).

8

(9)  A summary of this decision is published in OJ C 147, 16.5.2014, p. 7. See also Final Report of the Hearing Officer, dated 19 February 2014 (OJ C 147, 16.5.2014, p. 5).

9

(10)  See paragraph 5 above.

10

(11)  On 13 August 2015, Mastercard requested to be recognised as an interested third person in proceedings in respect of Visa and Visa’s inter-regional MIFs, to the extent that is was not already so recognised. In an email of 14 August 2015, I indicated that, in any event, Mastercard had a sufficient interest within the meaning of Article 13 of Regulation (EC) No 773/2004 and Article 5 of Decision 2011/695/EU to be considered as an interested third person in proceedings concerning Visa in the context of Case AT.39398.

11

(12)  Communication from the Commission published pursuant to Article 27(4) of Council Regulation (EC) No 1/2003 in Case AT.39398 — Visa MIF (OJ C 438, 5.12.2018, p. 8).

12

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| 4.9.2019 | EN | Official Journal of the European Union | C 299/8 |
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4.9.2019

EN

Official Journal of the European Union

C 299/8

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Summary of Commission Decision

of 29 April 2019

relating to a proceeding under Article 101 of the Treaty on the Functioning of the European Union and Article 53 of the EEA Agreement

(Case AT.39398 — Visa MIF)

(notified under document number C(2019)3034)

(Only the English text is authentic)

(2019/C 299/06)

On 29 April 2019, the Commission adopted a decision relating to a proceeding under Article 101 of the Treat on the Functioning of the European Union and Article 53 of the EEA agreement. In accordance with the provisions of Article 30 of Council Regulation (EC) No 1/2003 (1), the Commission herewith publishes the names of the parties and the main content of the decision, having regard to the legitimate interest of undertakings or associations of undertakings in the protection of their business secrets.

1.   INTRODUCTION

| (1) | The Decision makes legally binding the commitments offered by Visa Inc. and Visa International Service Association (‘Visa International’) (together ‘Visa’) under Article 9 of Council Regulation (EC) No 1/2003 (‘Regulation (EC) No 1/2003’) in a proceeding under Article 101 of the Treaty on the Functioning of the European Union (‘the Treaty’) and Article 53 of the EEA Agreement. |
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(1)

| (2) | This Decision concerns Visa's rules on inter-regional multilateral interchange fees (‘MIFs’) applicable to card-based inter-regional transactions concluded at merchants located in the EEA with consumer debit and credit cards issued by an issuer located outside the EEA. |
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(2)

2.   CASE DESCRIPTION

2.1.   Procedure

| (3) | On 6 March 2008, the Commission opened proceedings with a view to adopting a decision under Chapter III of Regulation (EC) No 1/2003. The Commission adopted a Statement of Objections (‘SO’) on 3 April 2009, a Supplementary Statement of Objections (‘SSO’) on 23 April 2013 and a further SSO on 3 August 2017, setting out its competition concerns relating to Visa's inter-regional MIFs. The SO and the SSOs constitute a preliminary assessment for the purposes of Article 9(1) of Regulation (EC) No 1/2003. |
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(3)

| (4) | On 20 November 2017, Visa replied to the SSOs in writing. On 27 and 28 February 2018, an Oral Hearing took place. |
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(4)

| (5) | On 26 November 2018, Visa submitted commitments (‘the Commitments’) to the Commission. |
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(5)

| (6) | On 5 December 2018, the Commission published a notice in the Official Journal of the European Union pursuant to Article 27(4) of Regulation (EC) No 1/2003 (‘Article 27(4) Market Test Notice’), summarising the case and the Commitments and inviting interested third parties to give their observations on the Commitments within one month following publication. |
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(6)

| (7) | On 29 January 2019, the Commission informed Visa of the observations received from interested third parties following the publication of the Article 27(4) Market Test Notice. |
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(7)

2.2.   The Commission's competition concerns

| (8) | Visa sets rules on inter-regional MIFs that apply to inter-regional transactions concluded at merchants located in the EEA with consumer debit and credit cards issued by an issuer located outside the EEA. In the case of inter-regional transactions, the issuer (the cardholder's bank) and the acquirer (the merchant's bank) can also set the interchange fees in bilateral agreements (including where the issuer is outside the EEA and the merchant is located in the EEA). However, Visa has stated that inter-regional bilateral agreements are rare. |
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(8)

| (9) | In the SO and the SSOs, the Commission took the preliminary view that Visa, as the representative of an association of undertakings, has infringed Article 101(1) of the Treaty and Article 53(1) of the EEA Agreement by collectively setting rules on MIFs that apply to card-based inter-regional transactions with consumer debit and credit cards issued by an issuer located outside the EEA at merchant outlets located in the EEA. These include ‘card present’ or ‘CP’ transactions (in-store transactions when the cardholder is present in a shop) and ‘card not present’ or ‘CNP’ transactions (on-line transactions when the card number and authentication details are transmitted via internet, mail or telephone). |
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(9)

| (10) | In the SO and the SSOs, the Commission took the preliminary view that Visa's rules on inter-regional MIFs constitute a decision by an association of undertakings that has as its object and effect an appreciable restriction of competition in the market for acquiring card payments within the EEA. |
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(10)

| (11) | In the SO and the SSOs, the Commission came to the preliminary conclusion that Visa's rules on inter-regional MIFs amount to horizontal price-fixing. The inter-regional MIFs fix a significant component of the price charged to merchants for acquiring services through the Merchant Service Charges (MSCs). The Commission came to the preliminary conclusion that the restriction of competition on price follows from the very substance of Visa's rules on inter-regional MIFs. The Commission also came to the preliminary conclusion that the objective of Visa's rules on inter-regional MIFs is to fix a part of the price charged to merchants and to restrict competition to the benefit of Visa and its members/licensees, primarily the issuers. Such price fixing is by its very nature harmful to competition and reveals in itself a sufficient degree of harm to competition to be considered a restriction of competition ‘by object’. |
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(11)

| (12) | In the SO and the SSOs, the Commission also came to the preliminary conclusion that Visa's rules on inter-regional MIFs have the effect of restricting competition in the market for acquiring card payments within the EEA. According to the Commission's SO and SSOs, Visa's inter-regional MIFs apply directly to almost all inter-regional transactions made at merchants in the EEA. They determine a significant component of the price charged to merchants for acquiring services through the MSC, therefore limiting the acquirers' scope for reducing and differentiating their MSCs, and acquirers pass them on to merchants. Therefore, inter-regional MIFs have a direct impact on prices by inflating MSCs. |
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(12)

| (13) | In the SO and the SSOs, the Commission came to the preliminary conclusion that the restrictive object and effect of Visa's rules on inter-regional MIFs appear to be further reinforced by the following factors, amongst others: inter-system competition that results in high MIFs (the higher the Visa MIF, the more attractive it becomes for an issuer to issue Visa cards), lack of downward pressure by acquirers on MIFs, and merchants' lack of countervailing bargaining power to constrain the level of MIFs. As regards acquirers, the Commission took the preliminary view that they appear to be indifferent to the MIFs because MIFs apply equally to all acquirers, which allows them to pass on the common MIF cost to the merchants. |
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(13)

| (14) | In the SO and the SSOs the Commission took the preliminary view that Visa's rules on inter-regional MIFs are not objectively necessary. |
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(14)

2.3.   The Commitments

| (15) | The key elements of the Commitments offered by Visa on 26 November 2018 are the following. |
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(15)

| (16) | Six months following the date on which Visa receives formal notification of this Decision, Visa commits to cap the MIFs for all consumer card-based payment transactions as follows:






  a) | Inter-regional Debit MIF for Inter-regional Card Present (CP) Transactions at 0,2 %; and |
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(16)

a)

Inter-regional Debit MIF for Inter-regional Card Present (CP) Transactions at 0,2 %; and

| b) | Inter-regional Credit MIF for Inter-regional Card Present (CP) Transactions, at 0,3 %; and |
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b)

Inter-regional Credit MIF for Inter-regional Card Present (CP) Transactions, at 0,3 %; and

| c) | Inter-regional Debit MIF for Inter-regional Card Not Present (CNP) Transactions at 1,15 %; and |
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c)

Inter-regional Debit MIF for Inter-regional Card Not Present (CNP) Transactions at 1,15 %; and

| d) | Inter-regional Credit MIF for Inter-regional Card Not Present (CNP) Transactions at 1,50 %. |
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d)

Inter-regional Credit MIF for Inter-regional Card Not Present (CNP) Transactions at 1,50 %.

| (17) | At the latest within 12 working days from the notification of this Decision, Visa will notify each acquirer of Visa inter-regional transactions and will request that each acquirer, in turn, notify promptly their respective merchant customers that: i) the Commitments have been adopted and that ii) the Inter-regional MIFs will be capped for all future consumer debit and credit card inter-regional transactions for the duration of the Commitments. |
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(17)

| (18) | At the latest within 12 working days from the notification of this Decision, Visa will publish, in a clearly visible and easily accessible manner on the Visa Europe website, all inter-regional debit and credit MIFs applicable to inter-regional CP transactions and inter-regional CNP transactions subject to the Commitments. This obligation remains in force through the duration of the Commitments. |
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(18)

| (19) | Visa shall not circumvent or attempt to circumvent the Commitments either directly or indirectly by any act or omission. In particular, as of the notification of this Decision, Visa will refrain from all practices which have the equivalent object or effect of inter-regional MIFs. This includes specifically but not exclusively implementing programs or new rules whereby Visa transfers scheme or other fees charged to acquirers within the EEA to non-EEA issuers. |
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(19)

| (20) | Subject to its commitment of non-circumvention, Visa may adopt appropriate consumer protection measures to ensure that consumers will not be adversely affected by the effects of changes to its inter-regional MIFs in particular concerning matters such as fraud, currency conversion, refunds and charge backs. |
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(20)

| (21) | Visa shall appoint a Monitoring Trustee to monitor Visa's compliance with the Commitments. Before appointment, the Commission will have the power to approve or reject the proposed Trustee. |
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(21)

| (22) | The Commitments will remain in force for a period of five years and six months after notification of this Decision to Visa. |
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(22)

3.   CONCLUSION

| (23) | The Commitments adequately address the concerns expressed in the SO and the SSOs. |
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(23)

| (24) | For each type of inter-regional transaction (that is CP and CNP, debit and credit), the MIF caps proposed by Visa do not clearly appear to be in excess of the requirements of the MIT (2). The evidence on the file indicates that for inter-regional CP transactions, a per transaction MIF of 0,2 % for debit cards and of 0,3 % for credit cards could make merchants, taken together, indifferent between accepting a cash payment and a card payment. For inter-regional CNP transactions, the evidence on the file indicates that a per transaction MIF of 1,15 % for debit cards and of 1,5 % for credit cards could make merchants, taken together, indifferent between accepting a non-SEPA bank transfer or an e-money transfer and a card payment. |
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(24)

| (25) | The Commitments therefore deal with the preliminary competition concerns identified by the Commission in an efficient manner, as they provide a direct and tangible benefit to merchants and ultimately consumers in the form of MIFs that are substantially lower than the currently applicable levels. |
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(25)

| (26) | The Commitments contain a far-reaching non-circumvention clause, which prohibits Visa from engaging in any conduct that would directly or indirectly, by act or omission, have the equivalent object or effect of inter-regional MIFs. This includes, but is not limited to, the introduction of fees which are legally or economically equivalent to inter-regional MIFs. This is similar to the 2010 and 2014 Visa commitments. In the same way as in those commitments, new fees or increased scheme fees equivalent to inter-regional MIFs are covered by the non-circumvention clause. |
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(26)

| (27) | The Commitments' definitions of ‘Card-Based Payment Instrument’ and ‘Card Present Transactions’ exclude manipulations whereby the card scheme can re-define CP transactions as CNP transactions, as they clearly specify under which conditions CP transactions take place. Nevertheless, if such manipulation were to occur, this would be considered a breach and circumvention of the Commitments. |
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(27)

| (28) | The Commission considers that the five-years and six-month duration of the Commitments is sufficient to address adequately the concerns expressed in the SO and the SSOs. Given that the Commitments provide for an implementation period of six months, the ‘net’ duration of the Commitments will effectively be five years. |
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(28)

| (29) | In the light of the Commitments, the Commission considers that there are no longer grounds for action on its part and, without prejudice to Article 9(2) of Regulation (EC) No 1/2003, the proceedings in this case should therefore be brought to an end. |
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(29)

| (30) | The Commission retains full discretion to investigate and open proceedings under Article 101 of the Treaty and Article 53 of the EEA Agreement as regards practices that are not the subject matter of this Decision. |
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(30)

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

(2)  When analysing MIF levels, regard should be had to the Merchant Indifference Test (‘MIT’), a methodology originally developed in economic literature and then further developed by the Commission to assess efficient interchange fees. The Commission uses this methodology as a benchmark or proxy for assessing compliance with Article 101(3) of the Treaty so as to ensure that merchants benefit from card acceptance.

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V Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

| 4.9.2019 | EN | Official Journal of the European Union | C 299/12 |
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4.9.2019

EN

Official Journal of the European Union

C 299/12

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Prior notification of a concentration

(Case M.9458 — CBRE/Telford Homes)

Candidate case for simplified procedure

(Text with EEA relevance)

(2019/C 299/07)

1.

This notification concerns the following undertakings:

| — | CBRE Group, Inc. (‘CBRE’, USA), |
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—

CBRE Group, Inc. (‘CBRE’, USA),

| — | Telford Homes PLC (‘Telford Homes’, UK). |
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—

Telford Homes PLC (‘Telford Homes’, UK).

CBRE acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of Telford Homes.

The concentration is accomplished by way of purchase of shares.

2.

—   for CBRE: provides commercial real estate services on a worldwide basis, including real estate management services and facilities management services, commercial real estate investment management, and development services,

—   for Telford Homes: develops residential-led, mixed-use sites in the United Kingdom.

3.

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

4.

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

M.9458 — CBRE/Telford Homes

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

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

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

Fax +32 22964301

Postal address:

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

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

1

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

2

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| 4.9.2019 | EN | Official Journal of the European Union | C 299/14 |
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4.9.2019

EN

Official Journal of the European Union

C 299/14

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Prior notification of a concentration

(Case M.9496 — Ardian France/Staci)

Candidate case for simplified procedure

(Text with EEA relevance)

(2019/C 299/08)

1.

This notification concerns the following undertakings:

| — | Ardian France SA (‘Ardian’, France), |
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—

Ardian France SA (‘Ardian’, France),

| — | Staci Group (‘Staci’, France), controlled by Compagnie Benelux Participations SA (‘Cobepa’, Belgique). |
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—

Staci Group (‘Staci’, France), controlled by Compagnie Benelux Participations SA (‘Cobepa’, Belgique).

Ardian acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of the whole of Staci.

The concentration is accomplished by way of purchase of shares.

2.

—   for Ardian: an independent private investment company which manages and/or advises on assets in Europe, North America and Asia. Ardian does not hold any shares in portfolio companies that are active in the logistics services sector,

—   for Staci: active in the logistics sector, a specialist in retail logistics, and more specifically in the field of (i) logistics for marketing products and (ii) retail logistics for commercial products. Staci provides logistics services in Belgium, France, Germany, Italy, the Netherlands, Spain, the United Kingdom and the United States.

3.

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

4.

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

M.9496 — Ardian France/Staci

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

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

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

Fax +32 22964301

Postal address:

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

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

1

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

2

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