CELEX: 31995M0655
Language: en
Date: 1995-11-13 00:00:00
Title: COMMISSION DECISION of 13/11/1995 declaring a concentration to be compatible with the common market (Case No IV/M.655 - Canal+ / UFA / MDO) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31995M0655

COMMISSION DECISION of 13/11/1995 declaring a concentration to be compatible with the common market (Case No IV/M.655 - Canal+ / UFA / MDO) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 015 , 20/01/1996 P. 0004

 COMMISSION  DECISION of 13/11/1995 declaring a concentration to be compatible with the common market (Case No IV/M.655  - Canal+ / UFA / MDO) 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, <ind> Subject:  Case No. IV/M.655  CANAL+ / UFA / MDO. <ind>  Notification of 9.10.1995 pursuant to  Article  4  of Council Regulation No 4064/89 1.<ind> On 9.10.1995, the Commission received a notification of  a  proposed  concentration pursuant to Article  4  of  a Council Regulation (EC) No. 4064/89 by which the undertaking Ufa  Film  und  Fernseheh  GmbH  ("UFA")  belonging  to  the Bertelsmann  group  acquires within the meaning  of  Article 3(1)b  of the Council Regulation joint control of Monégasque des Ondes ("MDO"), already jointly controlled by Canal+ s.a. ("CANAL+") and Générale d'Images s.a. ("GDI"), belonging  to Générale des Eaux s.a. ("GDE"). 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 serious doubts as to its compatibility  with  the common   market  and  with  the  functioning  of   the   EEA Agreement. I.<ind> THE PARTIES' ACTIVITIES AND THE OPERATION 3.<ind>   The   business  activities  of  the   undertakings concerned are : <ind> <ind> for UFA : media sector <ind>   <ind>  for  GDE/GDI  :  water  distribution,  energy production, waste management, cable networks, media sector <ind> <ind> for CANAL+: television broadcasting <ind> <ind> for MDO: television broadcasting. 4.<ind> The operation consits of the acquisition by  UFA  of joint  control of MDO, through the sale by CANAL+ to UFA  of half  of  its  recently acquired shareholding  in  MDO.  The acquisition of CANAL+'s interest in MDO,  in June 1995,  was an   operation  without  Communitydimension  as   such   not notifiable under the Merger regulation.  As a result of  the operation,  the  shareholding of MDO will be the  following: GDI 47.5%; CANAL+ 23.75%; UFA 23.75%; and MMP 5%. 5.<ind>  MDO will be jointly controlled by CANAL+,  GDI  and UFA.  Under the terms of the shareholders' agreement entered into  by GDI, CANAL+ and UFA, the board of directors of  MDO will consist of nine members , with two directors designated by  each of UFA and CANAL+, four directors designated by GDI and one director designated by the other shareholder of MDO, M.M.P.  All  major decisions, such as the adoption  and  any substantial  modification of the business  plan  are  to  be taken with the affirmative vote of at least eight directors.  6.<ind>  MDO  fulfils and will continue to fulfill  all  the normal  functions of a general interest television  channel, on a lasting basis. 7.<ind> The entry of UFA into the controlling block  of  MDO will not lead to any risk of coordination since UFA does not broadcast or produce any French language television  program (apart from through MDO) and does not market French language programs.  In addition, Bertelsmann  does not  sell  any  tv advertising  time.  There is currently  no  indication  that Bertelsmann  will  enter any of these markets  in  the  near future.  Consequently, there is no likelihood of Bertelsmann coordinating its activity on this market either with GDE/GDI or with CANAL+. II.<ind> COMMUNITY DIMENSION  8.<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, but does not constitute a  cooperation case under the EEA Agreement. III.  COMPATIBILITY WITH THE COMMON MARKET A. Relevant product market 9.<ind>  The  businesses being acquired  include  television broadcasting   and   sale  of  tv   advertising   time.   Tv broadcasting,  which is the main parameter  for  determining the  broadcasters'  position on the  tv  advertising  market (which is separate from other forms of advertising).  In  tv broadcasting,  broadcasters  compete  for  audience  shares. However,  in view of the fact that there is no direct  trade relationship between broadcasters of "free tv channels"  (as opposed  to paytv) on the "supply side" and viewers  on  the "demand  side",  it can be argued that tv broadcasting  does not  constitute a market in the strict economic sense of the term. It is however not necessary, for the purposes of  this case, to decide on this issue, and the question is here left open.  B. Relevant geographic market 10.<ind>  Tv  broadcasting and tv advertising are  currently limited  for  competition analysis to national markets.  The relevant  factors  to be taken into account  are  the  still existing  differences in condition of competition, like  the applicable  regulatory regime, language  barriers,  cultural factors. C. Assessment  11.<ind>  MDO  holds an insignificant share of  broadcasting and  TV  advertising in France.  In addition, UFA  does  not broadcast or produce any French language television program, does  not market French language programs, and does not sell any tv advertising time.  V.<ind> CONCLUSION 12.<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. <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. For the Commission,