Commission Notice

on restrictions directly related and necessary to concentrations

(2001/C 188/03)

(Text with EEA relevance)

I. INTRODUCTION

1. Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings(1) (hereinafter: "the Merger Regulation") provides in Article 6(1)(b), second subparagraph, and in Article 8(2), second subparagraph, second sentence, that a decision declaring a concentration compatible with the Common Market shall also cover "restrictions which are directly related and necessary to the implementation of the concentration". This concept is also referred to in the 25th recital of the Merger Regulation. The decision declaring the concentration compatible with the Common Market shall also cover this type of restrictions. According to Article 22(1) of the Merger Regulation, that Regulation alone applies, to the exclusion of Council Regulation No 17(2) as well as Council Regulations (EEC) No 1017/68 of 19 July 1968 applying rules of competition to transport by rail, road and inland waterway(3), (EEC) No 4056/86 of 22 December 1986 laying down detailed rules for the application of Articles 81 and 82 of the Treaty to maritime transport(4) and (EEC) No 3975/87 of 14 December 1987 laying down the procedure for the application of the rules on competition to undertakings in the air transport sector(5).

2. This legal framework does not impose an obligation on the Commission to assess and formally address such restrictions. Any such assessment is only of a declaratory nature, as all restrictions meeting the criteria set by the Merger Regulation are already covered by Article 6(1)(b), second subparagraph, and Article 8(2), second subparagraph, second sentence, and are therefore cleared by operation of law, whether or not explicitly addressed in the Commission's decision. The Commission does not intend to make such an assessment in its merger decisions any more. This approach is consistent with the Commission's administrative practice introduced for cases qualifying for simplified treatment since 1 September 2000(6).

3. Disputes between the parties to a concentration as to whether restrictions are directly related and necessary to its implementation and thus automatically covered by the Commission's clearance decision fall under the jurisdiction of national courts.

4. This Notice outlines the Commission's interpretation of the notion of "restrictions directly related and necessary to the implementation of the concentration". The guidance given in the following sections reflects past Commission experience and practice in this field.

This Notice replaces the Commission Notice regarding restrictions ancillary to concentrations(7).

5. The Commission's interpretation of Article 6(1)(b), second subparagraph, and Article 8(2), second subparagraph, second sentence, of the Merger Regulation is without prejudice to the interpretation which may be given by the Court of Justice or the Court of First Instance of the European Communities.

II. GENERAL PRINCIPLES

6. A concentration may consist of contractual arrangements and agreements establishing control within the meaning of Article 3(3) of the Merger Regulation. All agreements related to assets necessary to carry out the main object of the concentration are also integral parts of the concentration. In addition to these arrangements and agreements, the parties to the concentration may enter into other agreements which do not form an integral part of the concentration and limit the parties' freedom of action in the market. If such agreements contain restrictions directly related and necessary to the implementation of the concentration itself, these are covered by the decision declaring the concentration compatible with the common market; if not, their restrictive effects may need to be assessed under Articles 81 and 82 of the EC Treaty.

7. For restrictions to be considered "directly related to the implementation of the concentration", it is not sufficient that an agreement has been entered into at the same time or in the same context as the concentration.

8. Agreements must be "necessary to the implementation of the concentration", which means that in the absence of those agreements, the concentration could not be implemented or could only be implemented under more uncertain conditions, at substantially higher cost, over an appreciably longer period or with considerably higher difficulty(8) agreements aimed at protecting the value transferred(9), maintaining the continuity of supply after the break-up of a former economic entity(10), or enabling the start-up of a new entity(11) usually meet these criteria.

9. In determining whether a restriction is necessary, it is appropriate not only to take account of its nature, but also to ensure that its duration, subject matter and geographical field of application do not exceed what the implementation of the concentration reasonably requires. If equally effective alternatives are available for attaining the legitimate aim pursued, the undertakings must choose the one which is objectively the least restrictive of competition.

10. For concentrations which are carried out in stages, the contractual arrangements relating to the stages before the establishment of control within the meaning of Article 3(1) and (3) of the Merger Regulation cannot be considered directly related and necessary to the implementation of the concentration. For these agreements, Articles 81 and 82 of the EC Treaty remain applicable. However, agreements which serve to facilitate the acquisition of control can be considered directly related and necessary.

11. The criteria of direct relation and necessity are objective in nature. Restrictions are not directly related and necessary to the implementation of a concentration simply because the parties regard them as such.

III. PRINCIPLES APPLICABLE TO COMMON CLAUSES IN CASES OF ACQUISITION OF AN UNDERTAKING

12. Restrictions agreed between the parties in the context of a transfer of an undertaking may be to the benefit of the acquirer or of the vendor. In general terms, the need for the acquirer to benefit from certain protection is more compelling than the corresponding need for the vendor. It is the acquirer who needs to be assured that she/he will be able to acquire the full value of the acquired business. Thus, as a general rule, restrictions which benefit the vendor are either not directly related and necessary to the implementation of the concentration at all, or their scope and/or duration need to be more limited than that of clauses which benefit the acquirer.

A. Non-competition clauses

13. Non-competition obligations which are imposed on the vendor in the context of the transfer of an undertaking or of part of it can be directly related and necessary to the implementation of the concentration. In order to obtain the full value of the assets transferred, the acquirer must be able to benefit from some protection against competition from the vendor in order to gain the loyalty of customers and to assimilate and exploit the know-how. Such non-competition clauses guarantee the transfer to the acquirer of the full value of the assets transferred, which in general include both physical assets and intangible assets, such as the goodwill accumulated by the vendor or the know-how(12) she/he has developed(13). These are not only directly related to the concentration, but are also necessary to its implementation because, without them, there would be reasonable grounds to expect that the sale of the undertaking or of part of it could not be accomplished.

14. However, such non-competition clauses are only justified by the legitimate objective of implementing the concentration when their duration, their geographical field of application, their subject matter and the persons subject to them do not exceed what is reasonably necessary to achieve that end. Such protection cannot generally be considered necessary when the transfer is in fact limited to physical assets (such as land, buildings or machinery) or to exclusive industrial and commercial property rights (the holders of which could immediately take action against infringements by the transferor of such rights).

15. Past Commission experience and practice have shown that when the transfer of the undertaking includes both elements of goodwill and know-how, non-competition clauses are generally justified for periods of up to three years(14); when only goodwill is included, they are generally justified for periods of up to two years(15). Longer durations can only be justified in a limited range of circumstances, for example where it can be shown that customer loyalty to the seller will persist for more than two years, or for more than three years where the scope or nature of the know-how transferred justifies an additional period of protection(16).

16. The geographical scope of a non-competition clause should normally be limited to the area in which the vendor offered the relevant products or services before the transfer(17). The presumption is that the acquirer does not need to be protected against competition from the vendor in territories not previously penetrated by the vendor, unless it can be shown that such protection is required by particular circumstances of the case, e.g. for territories the vendor was planning to enter at the time of the transaction, provided that she/he had already invested in preparing this move.

17. Similarly, non-competition clauses must remain limited to products (including improved versions or updates of products as well as successor models) and services forming the economic activity of the undertaking transferred. This can include products and services at an advanced stage of development at the time of the transaction, or products which are fully developed but not yet marketed. The acquirer does not need to be protected against competition from the vendor in product or service markets in which the transferred undertaking was not active before the transfer(18).

18. The vendor may bind herself/himself, her/his subsidiaries and commercial agents. However, an obligation to impose similar restrictions on others would not be regarded as directly related and necessary to the implementation of the concentration. This applies, in particular, to clauses which would restrict the freedom of resellers or users to import or export.

19. Clauses which limit the vendor's right to purchase or hold shares in a company competing with the business transferred shall be considered directly related and necessary to the implementation of the concentration under the same conditions as outlined above for non-competition clauses, unless they prevent the vendor from purchasing or holding shares for investment purposes, without granting him/her, directly or indirectly, management functions or a material influence in the competing company(19).

20. Non-solicitation and confidentiality clauses should be evaluated the same way as non-competition clauses, to the extent that their restrictive effect does not exceed that of a non-competition clause. However, since the scope of these clauses may be narrower than that of non-competition clauses, they are more likely to be found to be directly related and necessary to the implementation of the concentration. Confidentiality clauses can, if justified by particular circumstances of the case, be accepted for periods of longer than three years, taking into account companies' interests in protecting valuable business secrets(20).

B. Licence agreements

21. The transfer of an undertaking or of part of it generally includes the transfer to the acquirer, with a view to the full exploitation of the assets transferred, of intellectual property rights or know-how. However, the vendor may remain the owner of the rights in order to exploit them for activities other than those transferred. In these cases, the usual means for ensuring that the acquirer will have the full use of the assets transferred is to conclude licensing agreements in his/her favour. Likewise, where the vendor has transferred intellectual property rights with the business, she/he may still want to continue using some or all of these rights for activities other than those transferred; in such a case the acquirer will grant a licence to the vendor.

22. Licences of patents(21), of similar rights, or of know-how(22), can be considered necessary to the implementation of the concentration. They may equally be considered an integral part of the concentration and, in any event, need not be limited in time. These licences can be simple or exclusive and may be limited to certain fields of use, to the extent that they correspond to the activities of the undertaking transferred. However, territorial limitations on manufacture reflecting the territory of the transferred activity are normally not necessary to the implementation of the operation. Restrictions in licence agreements going beyond the above provisions, such as those which protect the licensor rather than the licensee, are not usually necessary to the implementation of the concentration. Instead, they may be assessed in accordance with Article 81 of the EC Treaty. Agreements which contain restrictions on competition may nevertheless fall under Commission Regulation (EC) No 240/96. In the case of a licence granted by the seller of a business to the buyer, the seller can be made subject to a territorial restriction in the licence agreement under the same conditions as are laid down for non-competition clauses in the context of the sale of a business.

23. Similarly, in the case of licences of trademarks, business names, design rights, copyrights or similar rights, there may be situations in which the vendor wishes to remain the owner of such rights in relation to activities retained, but the acquirer needs those rights in order to market the goods or services produced by the undertaking or part of the undertaking transferred. Here, the same considerations as above apply(23).

24. Agreements relating to the use of business names or trademarks should normally be analysed in the context of the corresponding licence of the relevant intellectual property right.

C. Purchase and supply obligations

25. In many cases, the transfer of an undertaking or of part of it can entail the disruption of traditional lines of purchase and supply which existed as a result of the previous integration of activities within the economic unity of the vendor. In order to enable the break-up of the economic unity of the vendor and the partial transfer of the assets to the acquirer under reasonable conditions, it is often necessary to maintain, at least for a transitional period, the existing or similar links between the vendor and the acquirer. This objective is normally attained by purchase and supply obligations for the vendor and/or the acquirer of the undertaking or of part of it. Taking into account the particular situation resulting from the break-up of the economic unity of the vendor, such obligations, which may lead to restrictions of competition, can be recognised as directly related and necessary to the implementation of the concentration. They may be in favour of the vendor as well as the acquirer, depending on the particular circumstances of the case.

26. The aim of such obligations may be to ensure the continuity of supply to either of the parties of products necessary for carrying out the activities retained by the vendor or taken over by the acquirer(24). Thus, there are grounds for recognising, for a transitional period(25), the need for supply obligations aimed at guaranteeing the quantities previously supplied within the vendor's integrated business, including, where appropriate, the possibility for their adjustment to foreseeable demand forecasts.

27. Likewise, the aim may also be to provide continuity of sales, as they were previously assured within the single economic entity. Purchase obligations which benefit the supplier of a product will require particularly careful justification, depending on the circumstances of the case.

28. Both supply and purchase obligations providing for fixed quantities, possibly with a variation clause, may be recognised as directly related and necessary to the implementation of the concentration. However, obligations providing for unlimited quantities, or conferring preferred supplier or purchaser status, are presumed not to be necessary to the implementation of the concentration. Any such obligations would need to be justified by particular circumstances of the case.

29. Likewise, there is no general justification for exclusive purchase or supply obligations(26). Save under exceptional circumstances, for example resulting from the absence of a market or the specificity of the products in question, such exclusivity is not necessary to the implementation of a concentration.

30. Past Commission experience and practice have shown that the duration of purchase and supply obligations must be limited to a period necessary for the replacement of the relationship of dependency by autonomy in the market(27). The duration of purchase and supply contracts for complex industrial products is normally justified for a transitional period of three years and must, in any event, be justified by particular circumstances of the case, taking into account the goods or services in question(28).

31. Service agreements can be equivalent in their effect to supply arrangements; in this case, the same considerations as above shall apply. As for distribution arrangements, they may also be regarded as restrictions directly related and necessary to the implementation of the concentration(29). If this is not the case, agreements containing restrictions on competition may fall within the scope of Commission Regulation (EC) No 2790/1999 of 22 December 1999 on the application of Article 81(3) of the Treaty to categories of vertical agreements and concerted practices(30).

IV. PRINCIPLES APPLICABLE TO COMMON CLAUSES IN CASES OF JOINT ACQUISITION

32. The Merger Regulation is applicable when two or more undertakings agree to acquire jointly the control of one or more other undertakings, in particular by means of a public tender offer, where the object or effect is the division among themselves of the undertakings or their assets. This is a concentration implemented in two successive stages. The common strategy is limited to the acquisition of control. For this purpose, in the context of a joint bid, an agreement by the joint acquirers of an undertaking to abstain from making separate competing offers for the same undertaking, or otherwise acquiring control, may be considered directly related and necessary to the implementation of the concentration.

33. Furthermore, restrictions aimed at implementing the division of assets are to be considered directly related and necessary to the implementation of the concentration. This will apply to arrangements made between the parties for the joint acquisition of control in order to divide among themselves the production facilities or distribution networks, together with the existing trademarks of the undertaking acquired jointly.

34. To the extent that such a division involves the break-up of a pre-existing economic entity, arrangements that make the break-up possible under reasonable conditions can be considered directly related and necessary to the implementation of the concentration. In this regard, the principles explained above in relation to purchase and supply arrangements for a transitional period in cases of transfer of undertakings should be applied by analogy.

V. PRINCIPLES APPLICABLE TO COMMON CLAUSES IN CASES OF JOINT VENTURES WITHIN THE MEANING OF ARTICLE 3(2) OF THE MERGER REGULATION

A. Non-competition obligations

35. A non-competition obligation between the parent undertakings and a joint venture may be considered directly related and necessary to the implementation of the concentration. Non-competition clauses may reflect, inter alia, the need to ensure good faith during negotiations; they may also reflect the need to fully utilise the joint venture's assets or to enable the joint venture to assimilate know-how and goodwill provided by its parents; or the need to protect the parents' interests in the joint venture against competitive acts facilitated, inter alia, by the parents' privileged access to the know-how and goodwill transferred to or developed by the joint venture.

36. As a general rule, such clauses can, in case of joint-ventures, be justified for periods of up to five years. However, the Commission considers that non-competition clauses whose duration exceeds three years need to be duly justified by particular circumstances of the case(31). Moreover, non-competition obligations between the parent undertakings and a joint venture extending beyond the lifetime of the joint venture may never be regarded as directly related and necessary to the implementation of the concentration(32).

37. The geographical scope of a non-competition clause must be limited to the area in which the parents offered the relevant products or services before establishing the joint venture(33). That geographical scope can be extended to territories which the parent companies were planning to enter at the time of the transaction, provided that they had already invested in preparing this move.

38. Similarly, non-competition clauses must be limited to products and services constituting the economic activity of the joint venture. This may include products and services at an advanced stage of development at the time of the transaction, as well as products and services which are fully developed but not yet marketed.

39. If the joint venture is set up to enter a new market, reference will be made to the products, services and territories in which it is to operate under the joint venture agreement or by-laws. The presumption is that one parent's interest in the joint venture does not need to be protected against competition from the other parent in markets other than those in which the joint venture will be active at its outset.

40. Additionally, it will be presumed as a general rule that non-competition obligations between non-controlling parents and a joint venture are not directly related and necessary to the implementation of the concentration.

41. The same principles apply to non-solicitation and confidentiality clauses, to the extent that their restrictive effect does not exceed that of a non-competition clause. However, since the scope of these clauses may be narrower than that of non-competition clauses, they may be considered directly related and necessary to the implementation of the concentration in a larger number of circumstances. Moreover, the duration of confidentiality clauses may exceed five years, depending on the particular circumstances of the case, taking into account companies' interests in protecting valuable business secrets.

B. Licence agreements

42. A licence granted by the parents to the joint venture may be considered directly related and necessary to the implementation of the concentration. This applies regardless of whether or not the licence is an exclusive one and whether or not it is limited in time. The licence may be restricted to a particular field of use which corresponds to the activities of the joint venture.

43. Licences granted by the joint venture to one of its parents, or cross-licence agreements, can be regarded as directly related and necessary to the implementation of the concentration under the same conditions as in the case of the sale of a business. Licence agreements between the parents, however, are not considered directly related and necessary to the implementation of a joint venture.

44. Licence agreements which contain a restriction on competition but are not considered directly related and necessary to the implementation of the concentration may nevertheless fall under Commission Regulation (EC) No 240/96.

C. Purchase and supply obligations

45. If the parent undertakings remain present in a market upstream or downstream of that of the joint venture, any purchase and supply agreements, including distribution agreements, are subject to the principles applicable in the case of the transfer of an undertaking.

(1) OJ L 395, 30.12.1989, p. 1; Corrigendum: OJ L 257, 21.9.1990, p. 13. Regulation as amended by Council Regulation (EC) No 1310/97 (OJ L 180, 9.7.1997, p. 1, Corrigendum: OJ L 40, 13.2.1998, p. 17, and OJ L 199, 26.7.1997, p. 69).

(2) First Regulation implementing Articles 81 and 82 of the Treaty (OJ 13, 21.2.1962, p. 204/62; Regulation as last amended by Council Regulation (EC) No 1216/1999 (OJ L 148, 15.6.1999, p. 5).

(3) OJ L 175, 23.7.1968, p. 1; Regulation as last amended by the Act of Accession of Austria, Finland and Sweden.

(4) OJ L 378, 31.12.1986, p. 4; Regulation as last amended by the Act of Accession of Austria, Finland and Sweden.

(5) OJ L 374, 31.12.1987, p. 1; Regulation as last amended by Council Regulation (EEC) No 2410/92 (OJ L 240, 24.8.1992, p. 18).

(6) See paragraph 14 of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EEC) No 4064/89 (OJ C 217, 29.7.2000, p. 32).

(7) OJ C 203, 14.8.1990, p. 5.

(8) Commission Decision of 18 December 2000 (COMP/M.1863 - Vodafone/BT/Airtel JV, recital 20).

(9) Commission Decision of 30 July 1998 (IV/M.1245 - Valeo/ITT Industries, recital 59); Commission Decision of 3 March 1999 (IV/M.1442 - MMP/AFP, recital 17); Commission Decision of 9 March 2001 (COMP/M.2330 - Cargill/Banks, recital 30); Commission Decision of 20 March 2001 (COMP/M.2227 - Goldman Sachs/Messer Griesheim, recital 11).

(10) Commission Decision of 25 February 2000 (COMP/M.1841 - Celestica/IBM).

(11) Commission Decision of 30 March 1999 (IV/JV.15 - BT/AT & T, recitals 207 to 214); Commission Decision of 22 December 2000 (COMP/M.2243 - Stora Enso/AssiDomän/JV, recitals 49, 56 and 57).

(12) As defined in Article 10 of Commission Regulation (EC) No 240/96 of 31 January 1996 on the application of Article 81(3) of the Treaty to certain categories of technology transfer agreements (OJ L 31, 9.2.1996, p. 2.

(13) Commission Decision of 2 March 2001 (COMP/M.2305 - Vodafone Group plc/Eircell, recital 22).

(14) Commission Decision of 2 April 1998 (IV/M.1127 - Nestlé/Dalgety, recital 33); Commission Decision of 1 September 2000 (COMP/M. 2077 - Clayton Dubilier & Rice/Iteltel, recital 15); Commission Decision of 2 March 2001 (COMP/M.2305 - Vodafone Group plc/Eircell, recitals 21 and 22).

(15) Commission Decision of 12 April 1999 (IV/M.1482 - Kingfisher/Großlabor, recital 26); Commission Decision of 14 December 1997 (IV/M.884 - KNP BT/Bunzl/Wilhelm Seiler, recital 17).

(16) Commission Decision of 1 September 2000 (COMP/M.1980 - Volvo/Renault VI, recital 56).

(17) Commission Decision of 14 December 1997 (IV/M.884 - KNP BT/Bunzl/Wilhelm Seiler, recital 17); Commission Decision of 12 April 1999 (IV/M.1482 - Kingfisher/Großlabor, recital 27); Commission Decision of 6 April 2001 (COMP/M.2355 - Dow/Enichem Polyurethane, recital 28); Commission Decision of 4 August 2000 (COMP/M.1979 - CDC/Banco Urquijo/JV, recital 18).

(18) Commission Decision of 14 December 1997 (IV/M.884 - KNP BT/Bunzl/Wilhelm Seiler, recital 17); Commission Decision of 2 March 2001 (COMP/M.2305 - Vodafone Group plc/Eircell, recital 22); Commission Decision of 6 April 2001 (COMP/M.2355 - Dow/Enichem Polyurethane, recital 28); Commission Decision of 4 August 2000 (COMP/M.1979 - CDC/Banco Urquijo/JV, recital 18).

(19) Commission Decision of 4 February 1993 (IV/M.304 - Tesco/Catteau, recital 14); Commission Decision of 14 December 1997 (IV/M.884 - KNP BT/Bunzl/Wilhelm Seiler, recital 19); Commission Decision of 12 April 1999 (IV/M.1482 - Kingfisher/Großlabor, recital 27); Commission Decision of 6 April 2000 (COMP/M.1832 - Ahold/ICA Förbundet/Canica, recital 26); Commission Decision of 22 June 2000 (COMP/JV.40 - Canal+/Lagardère/Canalsatellite, recital 61).

(20) Commission Decision of 12 April 1999 (IV/M.1482 - Kingfisher/Großlabor, recital 28); Commission Decision of 1 September 2000 (COMP/M.1980 - Volvo/Renault VI, recital 56); Commission Decision of 6 April 2001 (COMP/M.2355 - Dow/Enichem Polyurethane, recital 28).

(21) Including patent applications, utility models, topographies of semiconductor products, certificats d'utilité and certificats d'addition under French law and applications for these, supplementary protection certificates for medicinal products or other products for which supplementary protection certificates may be obtained, and plant breeder's certificates (as referred to in Article 8 of Commission Regulation (EC) No 240/96).

(22) As defined in Article 10 of Commission Regulation (EC) No 240/96.

(23) Commission Decision of 1 September 2000 (COMP/M.1980 - Volvo/Renault VI, recital 54).

(24) Commission Decision of 6 April 2001 (COMP/M.2355 - Dow/Enichem Polyurethane, recital 31).

(25) Commission Decision of 30 July 1998 (IV/M.1245 - Valeo/ITT Industries, recitals 63 and 64); Commission Decision of 30 March 1999 (IV/JV.15 - BT/AT & T, recitals 209, 210 and 212); Commission Decision of 1 September 2000 (COMP/M.1980 - Volvo/Renault VI, recital 55); Commission Decision of 6 April 2001 (COMP/M.2355 - Dow/Enichem Polyurethane, recital 28).

(26) Commission Decision of 30 July 1998 (IV/M.1245 - Valeo/ITT Industries, recital 64).

(27) Commission Decision of 30 March 1999 (IV/JV.15 - BT/AT & T, recital 209).

(28) Commission Decision of 2 February 1997 (IV/M. 984 - Dupont/ICI, recital 55); Commission Decision of 30 July 1998 (IV/M.1245 - Valeo/ITT Industries, recital 64); Commission Decision of 6 April 2001 (COMP/M.2355 - Dow/Enichem Polyurethane, recital 31).

(29) Commission Decision of 30 March 1999 (IV/JV.15 - BT/AT & T, recitals 207 and 211).

(30) OJ L 336, 29.12.1999, p. 21.

(31) Commission Decision of 16 October 2000 (COMP/M.2137 - SLDE/NTL/MSCP/Noos, recital 41); Commission Decision of 4 August 2000 (COMP/M.1979 - CDC/Banco Urquijo/JV, recitals 18 and 19); Commission Decision of 22 December 2000 (COMP/M.2243 - Stora Enso/AssiDomän/JV, recital 49).

(32) Commission Decision of 10 July 2000 (COMP/M.1964 - Planet Internet/Fortis Bank/Mine JV, recital 16); Commission Decision of 29 August 2000 (COMP/M.1913 - Lufthansa Menzies/LGS/JV; recital 18).

(33) Commission Decision of 29 August 2000 (COMP/M.1913 - Lufthansa Menzies/LGS/JV; recital 18); Commission Decision of 22 December 2000 (COMP/M.2243 - Stora Enso/AssiDomän/JV, recital 49).