COMMISSION DECISION of 17/12/1999 declaring a concentration to be compatible with the common market (Case No IV/M.1787 - DEUTSCHE BAHN/NS GROEP/JV SERVICE STORES) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

Brussels, 17.12.1999

To the notifying parties

Dear Sirs,

Subject: Case No COMP/M.1787 - DEUTSCHE BAHN / NS GROEP / JV SERVICE STORES

Notification of 18 November 1999 pursuant to Article 4 of Council Regulation No 4064/89

1. On 18 November 1999, DB Station&Service AG and Wizzl Duitsland BV i.o.(Wizzl), both subsidiaries of the national railway groups Deutsche Bahn AG and NV Nederlandse Spoorwegen (NS) respectively, notified their intention to acquire joint control of the DB ServiceStore Betriebs GmbH (DBSS), at present controlled by DB Station&Service AG.

2. After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation No. 4064/89 and does not raise serious doubts as to its compatibility with the common market and the EEA Agreement.

I. THE PARTIES

3. DB Station&Service AG operates passenger stations and offers services to rail transport and railway track undertakings, passengers, station visitors and other people.

4. DBSS operates "convenience-stores" under the label and according to the concept "DB Service Store" at the passenger stations of the DB Station&Service AG. The stores combine food retailing with gastronomy as main items and ticket office. After a pilot phase the activities of DBSS should be extended to approximately [...] locations all over Germany.

5. Wizzl is a mere holding company, all shares held by Wizzl B.V. The latter is operating stores at railway stations in The Netherlands. The concept is comparable to that of DBSS.

II. THE OPERATION

6. Wizzl will acquire 50 % of the shares of DBSS.

III. CONCENTRATION

7. The operation will lead to joint control of Wizzl and DB Station&Service AG over DBSS within the meaning of Art. 3 (1) (b) Merger Regulation. Both parent companies will appoint an equal number of managers and members of the advisory board. The main decisions of enterprise policy depend on the agreement of the shareholder assembly or the advisory board. The joint venture will perform on a lasting basis all the functions of an autonomous economic entity.

IV. COMMUNITY DIMENSION

8. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 billion ( EUR 15,35 billion for Deutsche Bahn AG and EUR 2,28 billion for NS) [1]. Each of them have a Community-wide turnover in excess of EUR 250 million, and they do not achieve more than two-thirds of their aggregate Community-wide turnover within one and the same Member State. The notified operation therefore has a Community dimension.

[1] Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Notice on the calculation of turnover (OJ C66, 2.3.1998, p25). To the extent that figures include turnover for the period before 1.1.1999, they are calculated on the basis of average ECU exchange rates and translated into EUR on a one-for-one basis.

V. COMPETITIVE ASSESSMENT

9. The parties claim that the relevant geographical markets are defined by the railway stations where the stores are operating and the nearest surroundings. It can be left open whether the markets may be broader than the parties claim. In any event, since the NS group is not active in Germany there are no overlaps and the operation will not lead to any competitive problems.

VI. CONCLUSION

10. For the above reasons, the Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of Council Regulation (EEC) No 4064/89.

For the Commission,