CELEX: 31996M0738
Language: en
Date: 1996-04-24 00:00:00
Title: Commission Decision of 24/04/1996 declaring a concentration to be compatible with the common market (Case No IV/M.738 - Natwest / Schroder / Sheffield) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

Avis juridique important

|

31996M0738

Commission Decision of 24/04/1996 declaring a concentration to be compatible with the common market (Case No IV/M.738 - Natwest / Schroder / Sheffield) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 199 , 09/07/1996 P. 0004

  COMMISSION DECISION of 24/04/1996 declaring a concentration  to be compatible with the common market (Case No IV/M.738 -  Natwest / Schroder / Sheffield) 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  Registered with advice of delivery:  Dear Sirs,  Subject:<ind> Case IV/M.738  Natwest/Schroder/Sheffield  Forgemasters  <Tab> <ind> Your notification of 19 February 1996 pursuant  to Article 4 of Council Regulation No. 4064/89  1.<ind> On 18 March 1996 the Commission received a  notification of a proposed concentration pursuant to Article  4 of Council Regulation EC No. 4064/89 by which Natwest  Ventures Ltd (Natwest) and Schroder Venture Managers  (Guernsey) Ltd (Schroder) through a specially incorporated  company, Impactmargin plc (Newco), will make an offer for  all the shares of Sheffield Forgemasters Ltd (SFL). Natwest  and Schroder will acquire within the meaning of Article  3(1)b control of SFL.  2.<ind> 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 any serious doubts as to its compatibility with  the common market and with the functioning of the EEA  Agreement.  I.<ind> THE PARTIES  3.<ind> Natwest, a member of the NatWest Group, is a company  which invests capital in private companies from NatWest  Group funds and certain funds managed on behalf of external  investors.  4.<ind> Schroder is a member of the Schroders Group. It  provides advice and consultancy service to buy outs and  venture capital funds.  5.<ind> Newco is a holding company set up by NatWest and  Schroder specifically for the purpose of acquiring the  shares of Sheffield Forgemasters Ltd (SFL).  6.<ind> SFL is a manufacturer of special steels and super  alloy products. Its main customers are in the steel, oil and  gas, defence, paper, aerospace, power generation, marine and  railway industries.  7.<ind> All these companies are incorporated in the United  Kingdom.  II.<ind> THE OPERATION  8.<ind> The proposed concentration involves the acquisition  by Newco of the entire share capital of SFL. SFL will then  become a 100% subsidiary of Newco.  9.<ind> A shareholders agreement provides that Natwest and  Schroders each have the right to appoint an Investor  Director.  10.<ind> The approval of both Investor Directors is required  for all the significant decisions concerning Newco as a  holding company and SFL.  11.<ind> The offer made to the current shareholders of SFL  is a mixture of cash and shares in Newco. However, both  Natwest and Schroder will each control at least 30% of the  shares of Newco after the completion of the operation. SFL's  current major shareholders have agreed to sell their shares  to Newco.  12.<ind> The result of the operation will be the joint  control of Newco by Natwest and Schroder and through Newco  the joint control of SFL.  III<ind> COMMUNITY DIMENSION  13.<ind> The undertakings concerned have a combined  aggregate worldwide turnover in excess of 5,000 million ECU.  Each party has a Communitywide turnover in excess of 250  million ECU, but do not achieve more than twothirds of their  aggregate Communitywide turnover within one and the same  Member State. The notified operation therefore has a  Community dimension.  IV.<ind> COMPATIBILITY WITHIN THE COMMON MARKET  <Tab> A. Relevant Product Market  14.<ind> Neither of the parents, Natwest or Schroders, nor  any of the companies they control have any interest in the  production of special steels or superalloys made by SFL.  There are therefore no affected product markets.  <Tab> B. Relevant Geographic Market  15.<ind> As there is no product overlap it is not necessary  to consider the question of the relevant geographic market.  <Tab> C. Assessment  16.<ind> SFL is engaged in steel making and in processing  speciality metals for demanding engineering applications.  Neither NatWest nor Schroder is involved in these sectors.  They are financial institutions. There is therefore no  overlap between the products and services provided by SFL  and those provided by its parents and the notified operation  will not strengthen or create a dominant position in the  market for steel, speciality metals or financial services  and, consequently, effective competition in these markets  would not be impeded in the EEA area or any substantial part  of that area.  17.<ind> Neither Natwest nor Schroder have control over any  company that consumes a significant part of any of the  products made by SFL. There are therefore no vertical  integration issues arising from the operation.  V.<ind> CONCLUSION  18.<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.  <Tab> <Tab> <Tab> <Tab> <Tab> <Tab> <Tab> For the  Commission,