COMMISSION DECISION of 31/01/2000 declaring a concentration to be compatible with the common market (Case No IV/M.1821 - BELLSOUTH/VRT (E-PLUS)) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

Brussels, 31.01.2000

To the notifying parties

Dear Sirs,

Subject: Case No COMP/M.1821- BellSouth/VRT (E-Plus) Notification of 17.12.1999 pursuant to Article 4 of Council Regulation No 4064/89

1. On 17 December 1999, the Commission received a notification pursuant to Article 4 of Council Regulation (EEC) No 4064/89 ("the ECMR") by which BellSouth Corporation ("BellSouth") acquires VR Telecommunications GmbH 60.25% shareholding in the German mobile telephony operator E-Plus Mobilfunk GmbH ("E-Plus").

2. After examination of the notification the Commission has concluded that the notified operation does not have community dimension and therefore does not fall within the scope of the Regulation.

I. THE PARTIES

3. BellSouth is an USA-based international communications services company providing fixed and wireless telecommunications, cable TV, directory advertising and publishing, and Internet and data services.

4. E-Plus is one of the four mobile telephony operators in Germany. E-Plus is currently jointly controlled by BellSouth (22.51%), Vodafone Airtouch (17.24%) and VRT (60.25%).

II. THE OPERATION AND THE CONCENTRATION

5. The notified transaction concerns BellSouth's acquisition of VRT's stake in E-Plus. E-Plus was previously jointly controlled by BellSouth Holding GmbH (a wholly owned subsidiary of BellSouth), Vodafone GmbH (wholly owned indirect subsidiary of Vodafone) and VRT. Pursuant to the Commission's decision of 21 May 1999 approving the merger of Vodafone with Airtouch, [1] Vodafone gave an undertaking to the Commission to dispose of its stake in E-Plus. The Commission has earlier declared BellSouth's acquisition of this stake compatible with the common market [2]. Although the acquisition has not yet taken place, the fact that it was the subject of an undertaking to the Commission, and has now been found compatible with the common market, means that the Commission has no reason to doubt that the transaction described in notification M.1817 (the acquisition by BellSouth of Vodafone's stake in E-Plus) will indeed occur. Therefore the acquisition by BellSouth of VRT's stake in E Plus is to be assessed as if that transaction had already occurred.

[1] Case IV/M.1430 Vodafone/Airtouch

[2] Case COMP/M.1817 BellSouth/Vodafone(E-Plus)

6. With the acquisition of VRT's stake BellSouth will acquire sole control in E-Plus. The transaction thus constitutes a change from joint to sole control in E-Plus and a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

III. COMMUNITY DIMENSION

7. The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 5 billion [3] [...]. However, only E-Plus has a Community-wide turnover in excess of EUR 250 million [...] and the aggregate turnover of each of the undertakings are not more than ECU 25 million in at least three Member States since BellSouth achieves 90 per cent [...] of its community-wide turnover in Denmark. The notified operation therefore does not have a Community dimension.

[3] 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. CONCLUSION

8. Based on the above, the Commission has decided that the notified operation does not have a community dimension within the meaning of Article 1 of the Merger Regulation. This decision is adopted in application of Article 6(1)(a) of Council Regulation (EEC) No 4064/89.

For the Commission,