COMMISSION DECISION of 26/05/1998 declaring a concentration to be compatible with the common market (Case No IV/M.1060 - VENDEX / BIJENKORF) according to Council Regulation (EEC) No 4064/89

(Only the English text is authentic)

The paper version of the decision is available through the sales offices of the Office of Official Publications of the European Communities.

PUBLIC VERSION

MERGER PROCEDURE

ARTICLE 6(1)(b) DECISION

To the notifying parties

Dear Sirs,

Subject: Case No IV/M.1060 - VENDEX/KBB

Notification of 03.04.1998 pursuant to Article 4 of Council Regulation N/ 4064/89

1.On 19 March 1998 the undertakings Vendex International N.V. (hereinafter: Vendex) and the undertaking en N.V. Koninklijke Bijenkorf Beheer KBB (hereinafter KBB), notified to the Commission their intended merger. The notification was declared incomplete on 27 March 1998. After submitting additional information the notification was declared complete on 3 April 1998.

2.The basis for the notification is the so-called "fusie-protocol" concluded between the parties on 8 February 1998, which stipulates the modalities are of the planned merger.

3.Through a decision of 22 April 1998 on the basis of article 7(2) and article 18(2) of Council Regulation (EEC) No 4064/89 (hereinafter: the Merger Regulation), the Commission, in order to ensure full effectiveness of any decision taken later, continued the suspension of the operation until a final decision is taken.

4.By letter of 22 April 1998 of the Minister of Economic Affairs, the Dutch government requested the Commission, in application of article 9 of the Merger Regulation, to refer the case to the competent authority in the Netherlands, for distinct markets which fall within the non-food retail distribution sector where the threat of the creation of one or more dominant position would arise. In reply to that request, the Commission addressed to the Dutch government, on the same date as this decision, a decision to refer the case, in as far as the Dutch non-food retail sector is concerned.

I. THE PARTIES AND THE OPERATION

5.Vendex is a company which is registered at the stock exchange of Amsterdam and which is the parent company of a group of undertakings which are active, in a number of European countries, in food and non-food retail, maintenance services and temporary employment services. In non-food retail Vendex is foremost active in the Netherlands through a large number of department stores, retail chain-stores. In food retail Vendex owns supermarket chains which sell on the Dutch market.

6.KBB is also listed on the Amsterdam Stock Exchange. Its activities are in food and non-food retailing via department stores and chain stores in a number of countries in Europe, but foremost in the Netherlands. KBB is also present in retail distribution in the US, through the company F.A.O. Schwarz.

7.The merger will be brought about by means of a public bid of Vendex, whereby Vendex will honour the bid if 75% of KBB shares have been offered. Through this transaction Vendex will gain control over KBB.

II. CONCENTRATION

8.The above operation constitutes a concentration in the meaning of Article 3(1)(b) of the Merger Regulation.

III. COMMUNITY DIMENSION

9.The combined world-wide aggregate turnover of the parties is more than ECU 5 000 million (Vendex ECU 6 891 million and KBB ECU 2 173 million). The turnover of both Vendex and KBB in the Community is more than ECU 250 million, but only KBB achieves more than two-thirds of its turnover in the Netherlands. The notified operation therefore has a Community dimension. It does not constitute a co-operation case under the EEA agreement.

IV. COMPETITIVE ASSESSMENT

10.Given that the overlap of the parties activities is foremost in non-food retail in the Netherlands, the above operation will have significant competitive effects only in that sector.

11.As stated above, the Dutch government requested that, on the basis of Article 9 of the Merger Regulation, the assessment of the competitive effects of the operation be carried out by the competent Dutch authority (the NMa). According to the NMa the operation would threaten to create or strengthen a dominant position on a number of identified markets within the non-food retail sector in the Netherlands. By a decision of the same date as this decision, the Commission referred the case, in so far as requested, to the Dutch authorities. The current decision therefore only covers the activities of the parties outside non-food retail in the Netherlands.

12.Regarding those non-food retail activities outside the Netherlands, both parties are active in Belgium, France, Germany and Luxembourg. However, given the limited presence of the parties in terms of market share, no competitive concerns would arise on any market. In food retail, Vendex holds three supermarket chains in the Netherlands, but KBB does not operate any supermarkets and KBB's sales in this sector are only marginal. As regards maintenance services, only Vendex has activities and KBB none at all, so this sector is also not affected by the merger. In temporary employment services, where Vendex carries out its activities under the umbrella of its subsidiary Vedior, KBB has no activities, so here as well, no market is affected by the merger. Therefore, the operation will not have any significant effect on competition, other than on markets within the non-food retail sector in the Netherlands.

V CONCLUSION

13.For the above reasons, the Commission has decided not to oppose the notified operation in so far as it relates to activities other than non-food retail in the Netherlands and to declare it compatible with the common market and with the functioning of the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation.

For the Commission