CELEX: 31994M0497
Language: en
Date: 1994-10-14 00:00:00
Title: COMMISSION DECISION of 14/10/1994 declaring a concentration to be compatible with the common market (Case No IV/M.497 - Matra Marconi Space / Satcomms) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31994M0497

COMMISSION DECISION of 14/10/1994 declaring a concentration to be compatible with the common market (Case No IV/M.497 - Matra Marconi Space / Satcomms) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 307 , 01/11/1994 P. 0003

 COMMISSION  DECISION of 14/10/1994 declaring a concentration to be compatible with the common market (Case No IV/M.497  - Matra   Marconi  Space  /  Satcomms)  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.497    Matra    Marconi Space/Satcomms <ind> <ind> Notification of 13.09.1994 pursuant to Article 4 of Council Regulation No 4064/89 1.<ind> On 13.09.1994, Matra Marconi Space NV (MMS) notified to  the  Commission  its acquisition of  certain  assets  of Ferranti  International plc (Ferranti), namely its  Satcomms division  (Ferranti  Satcomms).  Ferranti  is  currently  in administrative  receivership.  The  acquisition   had   been completed  prior  to  this  notification  subsequant  to   a derogation  from  the suspensive effect of Article  7(1)  of Council  Regulation No4064/89 granted by the  Commission  on 5.8.1994 according to Article 7(4) of the same Regulation. 2.<ind>   After   examination  of  the   notification,   the Commission  has concluded that the notified operation  falls within  the  scope  of  application  of  Council  Regulation No4064/89  and  does  not raise serious  doubts  as  to  its compatibility   with  the  common  market   and   with   the functioning of the EEA Agreement. <ind> THE PARTIES I.3.<ind>  MMS is a joint venture between Matra Hachette  SA (Matra)  and The General Electric Company plc (GEC).  It  is engaged  in  the  manufacture and supply of  space  systems, including  satellites  and  their payloads,  subsystems  for launchers and manned space flight vehicles, ground stations, and various other subsystems and technologies. 4.<ind>  Matra  has  activities  in  the  following  fields: aerospace  and  defence, telecommunications and  information technology, automobile and transit systems, publishing,  and broadcasting. 5.<ind>   GEC  has  activities  in  the  following   fields: electronic  systems,  including satellite  ground  stations, power    systems,   telecommunications,   consumer    goods, electronic  metrology, electronic components, and industrial apparatus. 6.<ind>  Ferranti  Satcomms  is Ferranti's  former  business relating   to   satellite  ground  stations  and   microwave components/subsystems. II.<ind> THE OPERATION 7.<ind>  MMS, through its subsidiary Matra Marconi Space  UK Ltd  (MMSUK),  has  acquired the  main  assets  of  Ferranti Satcomms,  the  satellite  and  communications  division  of Ferranti. III.<ind> CONCENTRATION OF COMMUNITY DIMENSION 8.<ind>  The  notified operation constitutes a concentration within  the  meaning of Articles 3(1)(b)  and  1(2)  of  the Regulation. IV.<ind> COMPATIBILITY WITH THE COMMON MARKET <ind> Satellite ground stations 9.<ind>  The question of product and geographic markets  for satellites  has already been examined by the  Commission  in its  decisions of 23.8.1994 in case IV/M.437  Matra  Marconi Space/British  Aerospace Space Systems and  of  5.9.1994  in case IV/M.496  Marconi/Finmeccanica. 10.<ind>  In  terms  of  the  relevant  product  market  for satellite  ground  stations, the Commission  stated  in  the former decision that "market shares calculated on the  basis of  ground stations as a whole give a good indication of the relative strength of the prime contractors in this sector". 11.<ind>  The  Commission decision of 5.9.1994 examined  the geographical reference market for satellite ground  stations in  terms of the EEA (European Economic Area), although  the market may be global. 12.<ind> In this context, the current concentration does not raise  any  competition concerns. Matra Marconi Space's  EEA market share including that of the joint venture between GEC and  Finmeccanica isno more than [business  secret  deleted. Between  5 and 15 %].  Ferranti Satcomms' turnover  in  this area (approximately ECU [business secret deleted] represents an  EEA  market share of less than [business secret deleted. Less than 5%]. <ind>  Consequently, there is no significant change  in  the market  position of the parties who will in any case have  a combined market share of less than [business secret deleted. Between  5  and 15%] in the EEA. Furthermore,  there  are  a number  of  strong  alternative suppliers  among  which  are Alcatel   Espace,  Deutsche  Aerospace,  Hughes  Space   and Communications,    NEC    Corp.,   Space    Systems/Alliance (comprising Aérospatiale, Alcatel, DASA, Alenia  and  Loral) and  Andrews Vsat. Finally, even if the distinction were  to be  made  between  civilian  and military  satellite  ground stations,  the addition in market share would  still  remain insignificant. <ind> Microwave components 13.<ind> As regards microwave components for uses other than civil  satellite ground terminals, there is  no  overlap  in activity since neither MMS nor GEC nor Matra compete to  any material extent with Ferranti Satcomms. V.<ind> ANCILLARY RESTRAINTS 14.<ind>  Clause 3 and schedules 7 and 8 of the  acquisition agreement  contain irrevocable, nonexclusive,  royalty  free worldwide licences concerning intellectual property and  <ind>  knowhow granted by Ferranti to MMSUK as well  as  the corresponding  license  back  arrangements   by   MMSUK   to Ferranti,  who also requires these licences for other  areas of   business.  These  licences  are  directly  related  and necessary to the succesful division of the business.  15.<ind>  Under  Clause 17(2) of the acquisition  agreement, MMSUK  is  restricted  from dealing  in  certain  ways  with equipment that is used in the business, but belongs to third parties.   Under   this   clause  MMSUK   takes   over   the corresponding obligations applicable to Ferranti relating to the use of third party equipment which is being purchased by MMSUK from Ferranti. 16.<ind>  Under  Clause 21(2) of the acquisition  agreement, the parties agree to continue to maintain confidentiality in relation  to the other businesses and assets of the Ferranti Group,  about  which the purchaser has obtained confidential information  but has not purchased. Similarly  under  Clause 21(4)  of  the  same agreement, Ferranti and  the  receivers agree  to keep confidential the provisions of Clause 9 which relates to the terms on which MMSUK has agreed to carry out, perform and complete certain contracts entered into by or on behalf of Ferranti with third parties in connection with its satellite and communications division. 17.<ind>  Under  the  Technical  Assistance  Agreement,  the parties  agree  to  provide to the  other  such  advice  and assistance  relating to certain knowhow  as  the  other  may request  to enable it to conduct its business. The  services are  to  be provided only for a limited transitional  period (not  beyond  28.2.95) and are necessary to  guarantee  that both  the acquired  business and the retained business  have access  to  the necessary technical information during  this transitional  period  thus enabling  each  part  to  operate separately. <ind> Finally under Clause 10(2) of the Technical Assistance Agreement, Ferranti agrees that it shall not, and agrees  to procure  that  certain  of  its businesses  and  any  future purchasers of Ferranti's remaining businesses shall not, use or  disclose confidential information relating to Ferranti's satellite  and communications division. This restriction  is necessary  to  enable the purchaser to take over  fully  the value of the assets transferred. 18.<ind>  The  Commission  considers  that  the  nature  and duration of these restrictions are not disproportionate  and are   directly  related  and  necessary  to  the  successful implementation of the concentration. Therefore  all  of  the above  restrictions  are covered by  this  decision  to  the extent described in the Agreements. VI.<ind> CONCLUSION 19.<ind>   For   the   foregoing   reasons,   the   proposed concentration  does  not  raise serious  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 and Article 57 of the EEA Agreement. For the Commission,