COMMISSION DECISION of 01/10/2001 declaring a concentration to be compatible with the common market (Case No IV/M.2584 - TYCO/SENSORMATIC) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

Brussels, 01.10.2001

SG(2001)D/291609

To the notifying party

Dear Sir/Madam,

Subject: Case No COMP/M.2584 - Tyco/Sensormatic

Notification of 29.08.2001 pursuant to Article 4 of Council Regulation No 4064/89

I.1. On 29.08.01, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EEC) No 4064/89 [1] by which the undertaking Tyco International Ltd ("Tyco") acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of Sensormatic Electronics Corporation ("Sensormatic") by way of purchase of shares.

[1] OJ L 395, 30.12.1989 p. 1; corrigendum OJ L 257 of 21.9.1990, p. 13; Regulation as last amended by Regulation (EC) No 1310/97 (OJ L 180, 9. 7. 1997, p. 1, corrigendum OJ L 40, 13.2.1998, p. 17).

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

II. THE PARTIES

3. Tyco is US diversified manufacturing and service company which is primarily active in electronic security systems, medical supplies and other specialty products, undersea cable communications systems, components and multi-layered printed circuit boards, environmental consulting services, financial services and related financial products.

4. Sensormatic is a US company which is primarily active in electronic article surveillance, electronic security systems, and fire protection systems.

III. THE OPERATION AND THE CONCENTRATION

5. Sensormatic will merge with and into a wholly-owned subsidiary of Tyco acquisition Corp., with Tyco acquisition Corp. being the surviving entity. The notified operation therefore constitutes an acquisition of sole control by Tyco over Sensormatic and a concentration within the meaning of Art. 3(1)b of the Merger Regulation.

IV. COMMUNITY DIMENSION

6. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 billion [2] (Tyco EUR 34,370 million, Sensormatic EUR 1,228 million). Each of Tyco and Sensormatic have a Community-wide turnover in excess of EUR 250 million (Tyco EUR [...] million, Sensormatic EUR [...] million), but 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.

[2] 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.

IV. COMPETITIVE ASSESSMENT

7. Both Tyco and Sensormatic are active in the supply of electronic security systems. In addition they are both active in fire protection systems in which Sensormatic has only a presence in Belgium.

8. The only affected market would arise in relation to fire protection systems in Belgium where on the narrower product market definition (fire detection business) which constitutes the worst case scenario, the combined market share would be [25-35]% with Sensormatic share of [0-10]%.

9. In view of the limited activity in fire protection systems of Sensormatic in Belgium (approximately EUR [...]) and the presence of other competitors, the concentration does not give rise to a competition concern.

V. 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,

Mario MONTI

Member of the Commission