CELEX: 31995M0561
Language: en
Date: 1995-03-20 00:00:00
Title: COMMISSION DECISION of 20/03/1995 declaring a concentration to be compatible with the common market (Case No IV/M.561 - Securicor Datatrak) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

Avis juridique important

|

31995M0561

COMMISSION DECISION of 20/03/1995 declaring a concentration to be compatible with the common market (Case No IV/M.561 - Securicor Datatrak) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 082 , 04/04/1995 P. 0004

 COMMISSION  DECISION of 20/03/1995 declaring a concentration to be compatible with the common market (Case No IV/M.561  - Securicor Datatrak) 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:<tab> IV/M.561  SECURICOR DATATRAK <ind>  <ind>  Your  notification of  17.2.1995  pursuant  to Article 4 of Council Regulation No 4064/89. 1.<ind>   On  17  February  1995  two  British  undertakings Securicor  International  Limited  and  Securicor   Datatrak Limited   and   the  Dutch  undertakings,  Centraal   Beheer Pensioenverzekering NV (Centraal Beheer) and Parcom Services BV  notified  to  the  Commission the creation  of  a  joint venture which will provide vehicle tracking services  within the territory of the Netherlands. 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 PARTIES 3.<ind>   Securicor  International  Limited  and   Securicor Datatrak  Limited  are  both  subsidiaries  of  the  British undertaking  Securicor  Group  plc  whose  main  activities, carried  out in the UK and internationally, include  express parcels,   freight  haulage,  document  delivery  and   mail services; the transportation and care of cash and valuables; security   guards  and  patrol;  custodial   services;   the manufacture,   sale,   installation   and   maintenance   of communication  products, electronic surveillance  and  alarm systems. 4.<ind>  Central Beheer is part of the Achmea Group  created as  a  result of a recent merger between two Dutch insurance undertakings  the AVCB Group and the Zilveren  Kruis  Group. The  Achmea  Group  is  active  in  both  life  and  nonlife insurance. 5.<ind>   Parcom  Services  BV  is  an  investment   company belonging to the Banking and Insurance Dutch Group ING. II.<tab> THE AGREEMENTS 6.<ind>  Securicor International, Central Beheer and  Parcom Services  will  first  create  a  holding  company  Security Datatrak  Europe  BV  (SDE) which will hold  all  the  share capital  of an operating subsidiary to be created,  Security Datatrak  Netherland BV (SDN).  SDN will carry  out  in  the Netherlands  a  new  telecommunication  service,  namely,  a vehicle  tracking system which will provide fleet  operators with real time information on the position and status of all vehicles under their control. 7.<ind>  SDN and Securicor Datatrak Limited will enter  into an   exclusive   supply  and  licence  agreement   for   the Netherlands by which Securicor Datatrak Limited will  supply the   infrastructure  equipment  (the  base  stations),  the vehicle  equipment (the locators) and will license the  know how, including the software, necessary to run the system. III.<tab> CONCENTRATION 8.<ind>  SDN  will be jointly controlled,  through  SDE,  by Securicor International, Central Beheer and Parcom  Services as  each  of  the parent companies will hold 33.33%  of  the share  capital  of  SDE and major decisions  concerning  the activity  of SDN such as the approval of the business  plan, the appointment of senior staff will require the consent  of all parents. 9.<ind>  SDN will be an autonomous full function undertaking which  will  provide  specific telecom  services,  namely  a vehicle  tracking  services  within  a  national  geographic market (the Netherlands).  To perform these services SDN has to  build  a terrestrial infrastructure of LF and VHF  radio stations and to benefit from the service the customers  must have    the    appropriate   vehicle    equipment.     These infrastructure  and vehicle equipments are  manufactured  in the  UK  by  another  subsidiary  of  the  Securicor  Group, Securicor  Datatrak Limited, which will supply  them  on  an exclusive basis for the Netherlands.  SDN will then sell and install  the  vehicle  equipment  to  the  customers  either directly  or  through a network of agreed service  providers established by SDN throughout the Netherlands.  The  primary objective  of SDN is not to be a sales agency to  distribute Securicor  Datatrak  equipment but  to  provide  a  specific service requiring a specific technology and equipment  which is currently only marketed by Securicor Datatrak Limited. 10.<ind>  SDN will therefore be an autonomous full  function undertaking  with its own assets and personnel and  it  will not  give  rise  to  the  coordination  of  the  competitive behaviour  of  its  parents  since  only  one  parent,   the Securicor  Group, will be active in the JV  services  market although in a different geographic market. 11.<ind>   Thus   the  notified  operation   constitutes   a concentration within the meaning of the Merger Regulation. IV.<tab> COMMUNITY DIMENSION 12.<ind>  The  operation  has a  Community  dimension.   The worldwide turnover of all undertakings concerned amounts  to more than 5,000 million ECU.  The Community wide turnover of each  parent  exceeds 250 million ECU and  the  undertakings concerned  do  not  achieve more than two  thirds  of  their aggregate  Communitywide turnover within one  and  the  same Member State. V.<tab> COMPATIBILITY 13.<ind>  The  vehicle  tracking  services  which  will   be provided by the JV in the Netherlands will use the automatic vehicle  location  (AVL) technology developed  by  Securicor Datatrak  Limited.  The Datatrak system consists  of  a  new technology    which    combines   the   accurate    position determination of the vehicles with the reliable transmission of the position information. 14.<ind>  The infrastructure of the Datatrak system  in  the Netherlands will comprise three main integrated elements:  a network  of  5  low  frequency  (LF)  transmitters  allowing position determination, a two way data transmission  network which  will  comprise 21 UHF base stations  connected  to  a central  computer  by  means of land  lines  and  a  network control centre which will inter alia monitor and control the LF   stations  and  operate  a  customer  service  desk  for answering customer queries. <ind>  In  order  to  operate the base  stations  a  licence attributingthe radio frequencies has to be obtained from the Dutch Authorities. 15.<ind>  The  service will be marketed to fleet  operators. Potential   customers   include  inter   alia   distribution companies,  emergency  services  (police,  ambulance,   fire brigades),  national courier services, public transport  and taxi  services.   The  standard customer  vehicle  equipment includes  the  locator, an electronic device  combining  the positioning  and  the  data communications  equipment  in  a single  compact unit and a single whip antenna.  In addition to  the  basic standard equipment, customers will be offered additional  equipment  to perform more  specific  functions. Customers will also need a display system located  at  their premises to present the vehicle location and status data  in a form understandable to the user. 16.<ind> According to the parties, this is a new service and there  are  currently no competitive systems in the  market. However  the parties indicated that other systems  developed by  competitors,  which will combine both elements,  may  be offered  in the future in the Netherlands subject  to  prior authorization for the use of radio frequencies by the  Dutch authorities.   Both  positioning  systems  and  mobile  data transmission systems are available but there is  at  present no other system which offers the integration of both. 17.<ind> The service to be provided will be quite a new  one in  the  Dutch  market and therefore there are  no  affected markets  in  the  sense of the Merger Regulation.   Besides, both  the  Achmea Group and the ING Group are not active  at all  neither  in the operation of vehicle tracking  services nor  in the up stream market of development, manufacture and sale  of vehicle tracking systems and equipment.  Therefore, there  is neither any addition of market shares outside  the jv  geographic  market nor any risk of  foreclosure  of  the upstream  market for systems and equipment since there  will be  any  pooling  of technological knowhow or  manufacturing capacities. VI.<tab> ANCILLARY RESTRAINTS 18.<ind> Securicor Datatrak Limited, a company belonging  to the  Securicor Group will enter in an exclusive  supply  and licence agreement for the Netherlands to supply SDN with all the  infrastructure  equipment and  the  vehicle  equipment. However,  SDN may purchase equipment from a third  party  if better  conditions are offered providing that such equipment meets  the  technical criteria of Security Datatrak  and  no knowhow of Securicor Datatrak is used on the manufacture  of such equipment. 19.<ind>  The supply and licence agreement also  deals  with the  exclusive licence for SDN to use, within the geographic area covered by the agreement, the trade names, trade marks, knowhow,  software  and  other  rights  owned  by  Securicor Datatrak in connection with the vehicle tracking system. 20.<ind>  The  supply  and  licence  agreement  is  directly related to the concentration.  However, the exclusive nature of  these  agreements goes beyond what is strictly necessary for  the  implementation of the concentration and  therefore the  supply  and licence agreement cannot be  considered  as ancillary  to  the  proposed  concentration  and  should  be assessed under the provisions of Article 85 of the Treaty. VII.<tab> CONCLUSION 21.<ind> Based on the above, the proposed concentration does not  raise serious doubts as to its compatibility  with  the common market and the functioning of the EEA Agreement. 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