COMMISSION DECISION of 21/12/1994 declaring a concentration to be compatible with the common market (Case No IV/M.521 - Viag/Sanofi) 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 :<ind> Case No IV/M.521 - Viag/Sanofi

<ind> <ind> Notification of 21.11.1994 pursuant to Article 4 of Council Regulation No 4064/89

1.<ind> The above mentioned notification concerns the acquisition of certain activities of Sanofi by the German group Viag via its subsidiary SKW Torstberg. The acquisition agreement was signed on 18th November 1994.

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

I<tab> THE OPERATION

3.<ind> The proposed operation consists in the sale by Sanofi to VIAG of part of its agro and food businesses, that is, Sanofi's bio-industries and "rendering" activities (i.e activities involving the collection and processing of animal remains).

4.<ind> According to the agreement between SKW Trostberg and Sanofi, SKW Trostberg will acquire the shares of Sanofi Bio-industries S.A ("SBI"), and of Soproga S.A, and Société Française Maritime S.A, and certain assets of Sanofi related to bio-industries activities. Soproga S.A. and Société Maritime S.A. are both involved in "rendering" activities.

II<tab> THE PARTIES

5.<ind> Sanofi is a French company, 52% of the shares of which are held by Elf Aquitaine. Sanofi is engaged in three main types of sectors :

<tab> a.<tab> human health ( including prescription and diagnostic products)

<tab> b.<ind> agro and food businesses (additives, ingredients aromas, veterinary products and biotechnological application)

<tab> c.<ind> perfumes and cosmetics

6.<ind> VIAG is a German conglomerate active in many sectors, including chemicals, aluminium, refractories, glass, metal packaging, trade and services, transport, paper products and energy.

III<tab> CONCENTRATION

7.<ind> The operation will consist of the acquisition of sole control by VIAG of parts of Sanofi's assets, through Viag's wholly-owned subsidiary SKW Trostberg, and the operation therefore constitutes a concentration within the meaning of article 3 of the Merger Regulation.

IV<tab> COMMUNITY DIMENSION

8.<ind> The combined aggregate worldwide turnover of the undertakings concerned is more than ECU 5,000 million; the aggregate community-wide turnover of each of the undertakings concerned is more than ECU 250 million; and no undertaking concerned achieves more than two-thirds of its aggregate turnover within one Member State. Therefore the concentration has a community dimension.

V<tab> COMPATIBILITY WITH THE COMMON MARKET

9.<ind> The acquired businesses of Sanofi are engaged in the following activities within the EU:

<tab> 1.<tab> gelatins

<tab> 2.<ind> texturizing agents (carrageenans, pectins, alginates, xanthin gum, locus bean gum)

<tab> 3.<ind> cultures and enzymes (animal rennet and microbial coagulant enzymes, non coagulant enzymes, starter cultures and culture media, enzymes modified dairy ingredients)

<tab> 4.<ind> flavours and fragrances (food flavours, fragrance raw materials)

<tab> 5.<ind> blends

<tab> 6.<ind> rendering businesses (i.e. treatment of animal remains).

10.<ind> As far as horizontal or vertical effects are concerned, with the exception of food flavours, the operation does not affect any market because Viag is not active in any of the acquired businesses, nor in any upstream or downstream markets.

11.<ind> There will be an overlap of market shares in the food flavours market where the two parties are active but it will be insignificant; the combined market share will be far less than 10% in the EU, and moreover there is a large number of competitors and low barriers to entry.

12.<ind> As far as conglomerate effects are concerned, the concentration will not lead to any relevant change from a competition point of view. VIAG's acquired activities will have in the VIAG group similar financial resources as they had when they were controlled through Sanofi by Elf Aquitaine.

VI<ind> ANCILLARY RESTRAINTS

<ind> The acquisition agreement contains a non-competition clause which stipulates that for a period of five years commencing on the closing date Sanofi shall not compete with the businesses which it is transferring to Viag. This clause is necessary to guarantee the transfer to Viag of the full value of the assets purchased, and is directly related to and necessary for the successful implementation of the concentration.

VII<tab> CONCLUSION

13.<ind> For the foregoing reasons, the proposed concentration does not raise serous doubts as to its compatibility with the common market and with the functioning of the EEA Agreement.

<ind> 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 functioning of the EEA agreement. This decision is adopted in application of Article 6(1)b of Council Regulation No 4064/89.

For the Commission