COMMISSION DECISION of 11/08/2000 declaring a concentration to be compatible with the common market (Case No IV/M.2052 - INDUSTRI KAPITAL/ALFA-LAVAL HOLDING) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

Brussels, 11.08.2000

SG(2000)D/106092

PUBLIC VERSION

MERGER PROCEDURE

ARTICLE 6(1)b DECISION

To the notifing party

Dear Sirs,

Subject: Case No COMP/M.2052 - Industri Kapital / Alfa Laval Holding

Notification of 11.07.2000 pursuant to Article 4 of Council Regulation No 4064/89 [1]

[1] OJ L 395, 30.12.1989 p.1; corrigendum OJ L 257 of 21.9.1990, p.13, 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).

1. On 11.07.2000, Industri Kapital N.V., Amsterdam, notified a proposed concentration by which the undertaking indirectly acquires within the meaning of Article 3(1)(b) of the Council Regulation (EEC) No 4064/89 sole control of Alfa Laval Holding, Lund (Sweden), by way of contract and purchase of shares.

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 AND THE OPERATION

3. Industri Kapital N.V. is the ultimate parent company of the Industri Kapital group. Industri Kapital N.V. manages and controls a number of private equity funds active in building materials, food, manufacturing industries, media, retailing and wholesaling, service industries, specialised process industry and speciality chemicals.

4. The Alfa Laval Holding (Alfa Laval) is heading the Alfa Laval group, one of the three industry groups of the Tetra Laval group. Tetra Laval is the result of the merger of Tetra Pak and Alfa Laval in 1991. The Alfa Laval group develops, manufactures and markets processing equipment. The Alfa Laval group has three main business areas: separation equipment, heat exchangers and flow equipment.

5. The acquisition will be effected by means of purchase of all shares of Alfa Laval Holding by Lagrummet December nr 683 AB, a mere acquisition vehicle of Industri Kapital.

II. CONCENTRATION

6. The acquisition by Industri Kapital of sole control of Alfa Laval Holding constitutes

a concentration within the meaning of Article 3(1)(b) of the Council Regulation No. 4064/89.

III. COMMUNITY DIMENSION

7. The undertakings concerned have a combined aggregate world-wide turnover of more

than EUR 5 billion [2] (Industri Kapital: EUR 6,207 million; Alfa Laval:EUR 1,539

[2] Turnover calculated in accordance with Article 5(1) of the Concil 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.

million). Each of the undertakings concerned have a Community-wide turnover in excess of EUR 250 million (EUR 4,631 million for Industri Kapital and EUR 670.7 million for Alfa Laval), 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.

8. It does not constitute a co-operation case under the EEA agreement.

IV. COMPATIBILITY WITH THE COMMON MARKET

9. The transaction will not affect any market. As the description of the activities of the undertakings concerned shows Industri Kapital is not active in any of the three business areas of Alfa Laval. Consequently the notified concentration will not have any horizontal impact on any market. The sole connection between Industri Kapital and Alfa Laval is that some of Industri Kapital's portfolio companies are potential or very limited purchasers of some of Alfa Laval's products used in specialised process industry. The companies in question use these products for manufacturing only.

10. Consequently, the proposed concentration does not lead to the creation or strengthening of a dominant position as a result of which effective competition would be significantly impeded in the common market and the EEA or a substantial part thereof.

V. CONCLUSION

11. 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,

(Pedro SOLBES MIRA)

Member of the Commission