CELEX: 32022M10597
Language: en
Date: 2022-03-18 00:00:00
Title: Commission Decision of 18/03/2022 declaring a concentration to be compatible with the common market (Case No COMP/M.10597 - SMS / ALTOR FUND MANAGER / KAEFER HOLDING / KAEFER ISOLIERTECHNIK) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                               Brussels, 18.03.2022
                                                               C(2022) 1827 final
                                                                               PUBLIC VERSION
                                                               Altor Fund Manager AB
                                                               Jakobsgatan 6
                                                               111 52 Stockholm
                                                               Sweden
                                                               SMS GmbH
                                                               Eduard-Schloemann-Straße 4
                                                               40237 Düsseldorf
                                                               Germany
                                                               KAEFER Holding SE & Co. KG
                                                               c/o Gleiss Lutz
                                                               Neuer Wall 86
                                                               20354 Hamburg
                                                               Germany
Subject:        Case M.10597 – SMS / ALTOR FUND MANAGER / KAEFER HOLDING
                / KAEFER ISOLIERTECHNIK
                Commission decision pursuant to Article 6(1)(b) of Council Regulation
                (EC) No 139/20041 and Article 57 of the Agreement on the European
                Economic Area2
Dear Sir or Madam,
1.      On 24 February 2022, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which the
        undertakings Altor Fund Manager AB (‘Altor Fund Manager’, Sweden) and SMS
        GmbH (‘SMS’, Germany) intend to acquire within the meaning of Articles 3(1)(b)
        and 3(4) of the Merger Regulation joint control of undertaking3 Kaefer Isoliertechnik
        (‘Kaefer’, Germany), by way of purchase of shares.4
1       OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on
        the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the
        replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology
        of the TFEU will be used throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).
3       Kaefer is currently solely controlled by Kaefer Holding SE & Co. KG (‘Kaefer Holding’, Germany).
        Pursuant to the investment agreement and the shareholders agreement, Kaefer Holding, Altor Fund
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- 2. The business activities of the undertakings concerned are:
    Altor Fund Manager is the fund manager of a group of private equity funds,
        including Altor Fund V, which is the Altor fund making the investment in Kaefer;
    SMS is a family-owned company active in plant and machinery construction for
        the metallurgical and rolling technology sectors;
    Kaefer is a provider of insulation services and access solutions (e.g. scaffolding)
        as well as surface protection and passive fire protection services. Kaefer also
        provides related services such as electro-mechanical, asbestos removal and
        refractory services to industrial clients or interior outfitting services to customers
        active in construction and shipbuilding.
3. After examination of the notification, the European Commission has concluded that
   the notified operation falls within the scope of the Merger Regulation and of
   paragraph 5(c) of the Commission Notice on a simplified procedure for treatment of
   certain concentrations under Council Regulation (EC) No 139/2004.5
4. For the reasons set out in the Notice on a simplified procedure, the European
   Commission has decided not to oppose the notified operation and to declare it
   compatible with the internal market and with the EEA Agreement. This decision is
   adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57 of
   the EEA Agreement.
                                                           For the Commission
                                                           (Signed)
                                                           Olivier GUERSENT
                                                           Director-General
   Manager and SMS will jointly control Kaefer. However, as Kaefer Holding is a family -owned holding
   company with no other business interests apart from Kaefer and does not generate turnover outside its
   participation in Kaefer, it is not considered to be an undertaking concerned under the Merger
   Regulation.
4  Publication in the Official Journal of the European Union No C 104, 4.3.2022, p. 11.
5  OJ C 366, 14.12.2013, p. 5.
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