CELEX: 32015M7476
Language: en
Date: 2015-03-31 00:00:00
Title: Commission Decision of 31/03/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7476 - HOLTZBRINCK PUBLISHING GROUP / SPRINGER SCIENCE+BUSINESS MEDIA GP ACQUISITION SCA / JV) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 31.3.2015
C(2015) 2325 final

                                        [pic]

                                        |                                                                       |To the notifying parties:                                              |

Dear Sir/Madam,

Subject:    Case M.7476 – Holtzbrinck Publishing Group/Springer Science + Business Media GP Acquisition SCA/JV
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1] and Article 57 of the Agreement  on  the  European  Economic
Area[2]

0. On 24 February 2015, the European Commission received notification  of  a  proposed  concentration  pursuant  to  Article  4  of  the  Merger
   Regulation, by which the undertakings Holtzbrinck Publishing Group (“Holtzbrinck”, Germany), controlled by Georg von Holtzbrinck GmbH  &  Co.
   KG, and Springer Science + Business Media G.P. Acquisition SCA (“SSBM”, The Netherlands),  ultimately  controlled  by  BC  Partners  Holdings
   Limited (“BC Partners”, UK), acquire joint control within the meaning of Article 3(2) of the Merger  Regulation  of  a  newly  created  joint
   venture (the “Joint  Venture”)  within  the  meaning  of  Article  3(4)  of  the  Merger  Regulation  by  way  of  purchase  of  shares  (the
   “Transaction”).[3] Holtzbrinck and SSBM are collectively referred to as the “Notifying Parties” or the “Parties".

THE PARTIES

0.  Holtzbrinck is an international media company active in trade publishing, education  and  science,  newspaper  and  magazines,  as  well  as
   electronic media and services. Holtzbrinck offers publishing services under three operational  divisions:  Macmillan  Science  and  Education
   (academic publishing in science and education), Macmillan  Publishers  (publishing  in  fiction  and  non-fiction)  and  Holzbrinck  Digital,
   Information & Services (internet companies, news media and services). Holtzbrinck’s Macmillan Science and Education publishes, among  others,
   under the publishing brands “Nature Publishing Group” and “Palgrave Macmillan”.

0.  SSBM is the parent company of SSBM Group, active mainly in the publishing  of  academic  journals  and  books,  primarily  in  the  science,
   technology and medical fields, and with some operations in the area of online databases and workflow tools and  local  language  professional
   publishing, amongst other, in Germany and the Netherlands. The SSBM Group is active, among others, under the publishing brands Springer, Adis
   and BioMedCentral. SSBM is indirectly solely controlled by limited partnerships collectively constituting BC European Capital  Fund  IX  (“BC
   Fund”), acting through its general partner CIE Management IX Limited, which own […]% of the shares of SSBM.[4] BC Fund and CIE Management  IX
   Limited are in turn ultimately controlled by BC Partners.

THE CONCENTRATION

0. Pursuant to the Business Combination Agreement (the “BCA”) and a joint venture agreement (the “JVA”) of 22 and  23  December  2014,  all  the
   activities of SSBM and its subsidiaries and most of the activities of Holtzbrinck’s business division Macmillan Science and  Education,  will
   be transferred to a newly created Joint Venture.

1 Joint control

0. Upon completion of the Transaction, Holtzbrinck, through the acquisition vehicle GvH Vermögensverwaltungsgesellschaft XXXIII  mbH  (“GvH33”),
   will hold a co-controlling 53% shareholding in the Joint Venture, whereas SSBM will hold the remaining 47% of the shares.

0. Under the provisions of the JVA and of the corporate governance documents, SSBM and Holtzbrinck are granted rights that allow each of them to
   exercise decisive influence over the Joint Venture.

0. According to the corporate governance documents, the resolutions of the Joint Venture’s shareholder meetings generally require, depending  on
   the matter, a majority of […]% of the votes present or of […]% of the total voting rights. Therefore, the consent  of  both  Holtzbrinck  and
   SSBM is required for matters decided at the level of the shareholder meeting.

0. The Joint Venture will also have a supervisory board deciding on strategic matters and a management board conducting the day to day business.
   The management board consists of four directors, out of which three appointed by SSMB and one  by  Holtzbrinck.  While  the  Parties  already
   jointly agreed on the composition of the management board,  [details  of  the  Parties’  agreements],  all  future  decisions  regarding  the
   appointment and revocation of the management board, business plan, and annual budget will be adopted at  the  supervisory  board  level.  The
   supervisory board has a total of six members with three for each Party. [Details of the supervisory board’s governance]. Given that  [details
   of the decision making process.], consent of both Notifying Parties is required in relationship with all strategic matters.

0. Therefore, upon completion of the Transaction SSBM and Holtzbrinck will jointly exercise control  over  the  Joint  Venture,  as  defined  by
   Article 3(2) of the Merger Regulation.[5] .

2 Full functionality of the Joint Venture

0. The Joint Venture qualifies as a full function joint venture within the meaning of Article 3(4) of  the  Merger  Regulation,[6]  as  it  will
   perform on a lasting basis all the functions of an autonomous economic entity.

0. The Joint Venture will have sufficient resources to operate independently on a market. It will have a management fully dedicated to its  day-
   to-day operations as well as access to sufficient resources including finance, staff, and assets in order to conduct on a lasting  basis  its
   business activities. In particular, it will combine the staff (more than 12,000 employees worldwide) and assets  of  SSBM  and  Holtzbrinck’s
   Macmillan Science and Education business unit, enabling it to continue and expand autonomously  the  businesses  contributed  to  it  by  its
   Parents.

0. The Joint Venture will perform activities beyond one specific function for the parents, as it will have its own access to and presence in the
   markets. The Joint Venture will carry out all the functions that are normally carried out by undertakings operating in the markets  in  which
   the Joint Venture will be active. It will develop its own publishing products and sell these products with its own  sales  force.  Thus,  the
   Joint Venture will neither be a mere production nor a sales/distribution joint venture.[7]

0. The Joint Venture will act autonomously from the Notifying Parties. Outside of the Joint Venture, Holtzbrinck will  [details  of  the  future
   relation between Holtzbrinck and the Joint Venture]. These relations between Holtzbrinck and the Joint Venture are of minor importance and do
   not affect the Joint Venture’s full-functionality.

0. Finally, the Joint Venture is also intended to operate on a lasting basis.[8] The Joint Venture is not limited to a specific time period  and
   brings about a lasting change in the structure of the undertakings concerned.

3 Conclusion

0. Given that Holtzbrinck and SSBM will acquire joint control over a full-function joint venture within the  meaning  of  Article  3(4)  of  the
   Merger Regulation, the Transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

EU DIMENSION

0. The Transaction meets the turnover thresholds of Article 1(2) of the Merger Regulation. The undertakings concerned have a combined  aggregate
   world-wide turnover of more than EUR 5 000 million[9] (Holtzbrinck: EUR […] million; SSBM EUR […] million[10]). Each of them  has  a  EU-wide
   turnover in excess of EUR 250 million (Holtzbrinck: EUR […] million; SSBM EUR […] million), but they do not achieve more than  two-thirds  of
   their aggregate EU-wide turnover within one and the same Member State.

0. The notified operation therefore has an EU dimension.

RELEVANT MARKETS

0. The Transaction mainly concerns the sector of academic publishing in the English language. Following the Transaction,  the  entirety  of  the
   activities of SSBM in the field of academic publishing in the English language will be transferred to the Joint Venture,  together  with  the
   activities of Holtzbrinck in the same area, where Holtzbrinck is present with its Macmillan Science and Education division.

0. The Joint Venture will also have limited activities  in  the  areas  of  scientific  online  databases  and  workflow  tools,  marketing  and
   communication services, popular science magazine  publishing,  professional  publishing,  educational  publishing  and  services  related  to
   publishing. Of these activities, the Parties’ activities do not overlap in popular science magazine publishing, professional publishing,  and
   educational publishing.[11] There is, however, an overlap between the Parties’ activities in scientific online databases and workflow  tools,
   marketing and communication services, and services related to publishing. These areas of overlap are analysed as  relevant  markets  for  the
   purposes of this decision.

0. Additionally, the Joint Venture will acquire from SSBM some limited activities in the publishing of academic journals and books in  languages
   other than English, in particular German, and – to a more limited extent – Italian, French and Spanish. After  the  Transaction,  Holtzbrinck
   will retain some activities in academic publishing in the German language. Finally, after the Transaction Holtzbrinck will  be  active  to  a
   limited extent in book distribution in the EEA. Given that the distribution  of  books  is  vertically  linked  to  the  market  of  academic
   publishing on which the Joint Venture will be active, book distribution is also analysed as a relevant market.

1 Academic Publishing

1 Introduction

0. Academic publications can be distinguished from so-called (fiction or non-fiction) trade publications in that they  are  aimed  at  a  highly
   specialized scientific community of academics and researchers, whereas (fiction or non-fiction) trade publications are  of  general  interest
   and are directed to the general public. Academic publishing can also  be  distinguished  from  professional  publishing,  which  entails  the
   publishing of books and periodicals intended for professional use and to provide information to practitioners and professionals.

0. Customers of academic publishing include academic research libraries,  libraries  of  (semi-)  governmental  institutions  and  libraries  of
   research-intensive institutions and companies (corporate customers). Leading libraries have  formed  several  consortia  and  mainly  acquire
   academic content in the form of a license for several journal titles and books. Sometimes academic journal and book content is also sold  via
   so-called subscription agents to universities or smaller institutes Academic books are also sold through (stationary  or  online)  bookstores
   and book distributors, such as Amazon and Baker & Taylor. To a limited extent  and  limited  to  certain  groups  of  academic  publications,
   academic publications are also directly sold to individual researchers and graduate students.

0. Academic publications are predominantly in the English language and can be further categorized according to several  criteria,  such  as  the
   type of publication, the academic discipline, the format of the publication and the publishing model. A further possible distinction  can  be
   made depending on the types of academic publisher.

0. Type of publication. Traditionally, the two main types of academic publications are academic journals and academic books.

0. Academic journals are peer-reviewed periodical collections of articles or primary research papers on  scientific  subjects  that  report  and
   document the latest research in a particular area. Journals are used to certify, formalise,  improve,  preserve  and  communicate  scientific
   findings and as such provide much of the primary output that drives the rest of the academic publishing industry.

0. Researchers typically submit a research paper to a journal based on the journal’s substantive  characteristics  and  its  academic  fit.  The
   journal’s editorial board reviews the submitted papers for novelty, quality and relevance to the journal and its scientific field  of  study.
   The editorial board will subsequently either reject the paper or direct the article through a peer  review  process.[12]  Alternatively,  the
   editorial board may also reject the paper, but make a suggestion to the author to  submit  the  paper  to  another,  better  suited  academic
   journal.

0. Academic books provide an outlet to disseminate research information and findings; they are usually written by academics  and  are  generally
   aimed at academic researchers, post-graduate students, other professionals and applied researchers in different industries. There are several
   types of academic books, in particular monographs, handbooks or authoritative sources of foundation content, including encyclopedias  (“major
   reference works”), professional reference books, conference proceedings and graduate level textbooks.

0. With respect to academic books’ editorial review process, the publishers either employ editors who work together with the author and  oversee
   the process to ensure a high-quality end product or the manuscript is reviewed by external peer reviewers who are experts in  their  academic
   field. In academic book publishing, the author’s reputation (or the reputation of editors contributing to a book  or  book  series)  and  the
   publisher’s brand establish credibility in addition to peer review.

0. Academic disciplines. Academic publications can also be classified in different segments depending on the academic discipline treated by each
   relevant publication. At a very high level, academic publications can be distinguished  between  those  falling  in  the  field  of  Science,
   Technical and Medical (“STM”) and those falling in the field of Social Sciences and Humanities (“SSH”). Each  of  these  disciplines  can  be
   further sub-segmented.[13] This distinction applies both to academic books and academic journals.

0. Format of the publication. Academic publications can be distributed in electronic or print form. Print publications have  traditionally  been
   the only or, more recently, the primary form of distribution of academic publications. However, as end  users  have  over  time  adopted  new
   technologies to access content, electronic publications have gradually become more important. This is because the electronic format enables a
   wider and simpler dissemination method, allows for the publication of academic research with additional features and forms of content.

0. Through online publishing, book and journal content is delivered online to allow for  constant  remote  access  and  to  enable  a  wider  or
   unlimited number of individuals to access the same content. While some specific  journals  –  pure  open  access  journals  –  are  typically
   distributed exclusively online, print copies generally remain important and are typically sold  for  archiving  purposes  or  to  accommodate
   regional preferences. Online journals are stored in online databases and made accessible by publishers through various  business  models  and
   channels. In addition, publishers make their journal backlists available online as well.

0. Publishing model. Under the traditional publishing model, an academic publisher generates revenues primarily from content users by  means  of
   subscription fees for journals[14] and from sales of books.

0. Under the open access model, users receive free and unrestricted access via the internet to academic journals and journal articles,  as  well
   as to other content, such as theses, scholarly monographs and book chapters. In contrast to the traditional publishing  model,  in  the  open
   access model academic publishers generate revenues not from customers and users of the content, but mostly from authors by  means  of  a  so-
   called “article processing charge” (“APC”).

0. The open access publishing model can be further distinguished between so-called “gold open access” and “green open access”.

0. The gold open access model refers to open access publishing in peer-reviewed academic journals, where the entire journal or selected articles
   are accessible free of charge. While under the traditional publishing model access to published peer-reviewed research is restricted and  the
   costs of the publishing process (peer review, editing and publication) are recouped through subscription fees, under  the  gold  open  access
   publishing model an APC is levied from the author upon acceptance by the journal, while  universal  access  to  the  publication  is  granted
   freely. Usually the authors do not have to pay the APC themselves, but pass the APC on to institutions and funders.

0. Gold open access content is published either in dedicated, online-only open access academic journals (“pure”  open  access  journals)  or  in
   traditional journals, which continue to be sold on a subscription basis (“hybrid” journals). Hybrid journals are journals that continue to be
   sold on a subscription basis and do not provide open access to their full content, but only to individual, selected articles,  for  which  an
   APC was paid.

0. Typically, publishers of traditional academic journals offer an open access option so that authors can have the prestige of publishing  their
   paper in a subscription-based journal based on the journal’s substantive characteristics and its academic fit while at the same time enjoying
   open access benefits. Hybrid journals therefore offer a link between traditional publishing and pure open access publishing both for  authors
   and for publishers.

0. Under the green open access model, authors self-archive their work and make it freely available by posting it  in  institutional,  funder  or
   central repositories. Articles or research papers are often first published in a regular subscription-based  journal  and  after  an  embargo
   period (typically six or twelve months) are made available freely in the form of the final author manuscript in a repository. Social networks
   and online platforms, such as Mendeley, Researchgate or Academica.edu, provide further outlets for authors to share  many  of  their  (final)
   author manuscripts and research findings free of charge.

0. Type of publisher. In the academic publishing sector, there are three main types of academic publishers: (i) commercial publishers  (such  as
   the Notifying Parties, Reed Elsevier, Wiley and Informa), (ii) academic  societies  (such  as  the  American  Chemical  Society),  and  (iii)
   university presses (such as Cambridge University Press and Oxford University Press).

2 Product Market

0. The Notifying Parties submit that the relevant product market is  the  overall  market  for  academic  publishing  in  the  English  language
   comprising all academic publications, without further distinctions based on the type of  publication  or  academic  publisher,  the  academic
   discipline, the publishing format or publishing model.

0. While acknowledging that there is very limited demand-side substitutability  among  single  academic  publications,  the  Notifying  Parties,
   referring to Commission precedents, submit that, on the supply side, most academic  publishers  have  the  necessary  resources,  skills  and
   reputation to publish in any segment or category of academic publishing.

0. In the Notifying Parties’ view, these supply-side considerations warrant a broad market definition including both academic books and journals
   in all academic disciplines. In this respect, the Notifying Parties further note that academic books and academic  journals  are  essentially
   sold to the same customer group, namely libraries being part of universities or other research  institutions.  These  institutions  generally
   purchase the full range of academic publications in order to provide their customers, in particular scientists and researchers, with the full
   portfolio of up-to-date scientific content.

0. For similar reasons, the Notifying Parties submit that it is not appropriate to  distinguish  separate  markets  depending  on  the  type  of
   academic publisher, that is, commercial publishers, academic societies and university presses, given that these  publishers  offer  the  same
   products to the same customers and fully compete with each other.  The  Notifying  Parties  note  that  academic  publications  published  by
   commercial publishers, such as themselves or Reed  Elsevier,  are  fully  interchangeable  with  publications  from  academic  societies  and
   university presses, from the perspective of both authors and customers. Authors choose the publisher for their research based on factors such
   as reputation, reach, substantive characteristics and academic fit of the  publication,  irrespective  of  the  commercial  identity  of  the
   publisher. Similarly, customers generally purchase the full range of academic publications in order to provide their customers, in particular
   scientists and researchers, with the full portfolio of up-to-date scientific content – irrespective of the type of publisher.

0. As regards a possible segmentation of academic publications depending on the relevant academic discipline, the Notifying Parties  argue  that
   this distinction is not necessary and the question can be left open. The Notifying Parties submit that there are no  significant  differences
   in competitive conditions or supply-side considerations between different academic disciplines, in particular between STM and SSH.  Moreover,
   most academic publishers are active with offerings in all or most of the relevant disciplines, or can easily extend their  catalogue  to  new
   sub-segments therein, and customers usually purchase both in the STM and SSH segments.

0. With respect to a possible distinction between print form and electronic publications, the Notifying Parties submit that this is also  not  a
   basis to define separate markets. The Notifying Parties argue that the  print  and  electronic  format  are  interchangeable,  that  academic
   publishers usually offer both formats and that the conditions of competition are uniform.

0. Finally, the Notifying Parties argue that academic journals based on the open access model should not be distinguished from academic journals
   based on the traditional publishing model. In the Notifying Parties’ view, open access academic publications are not a different product, but
   merely reflect a different revenue model for the same product offered by publishers to authors and users of  content  under  the  traditional
   publishing model.

0. The Notifying Parties note that both publishing models have the same production process. In particular, publishers provide the  same  service
   to authors by carrying out the peer review, editing and publication processes. Ultimately, the product characteristics of an academic journal
   or article are the same irrespective of whether it is accessible in an open  access  or  in  a  subscription-based  model,  and  an  academic
   publisher can easily convert a traditional journal into an open access one.

0. According to the Notifying Parties, authors also do not distinguish journals depending on whether they are open access  or  traditional.  The
   Notifying Parties submit that authors, when deciding among journals for the publication of their  research,  consider  factors  such  as  the
   journal’s reputation, the quality of the journal’s papers, the quality of peer review, the journal’s international scope  and  the  speed  of
   publication. Thus, authors choose the journal based on its substantive characteristics and its academic fit. In this regard, publications  in
   traditional, subscription-based journals, hybrid journals or pure open access journals are completely interchangeable.

0. In its previous decisions, the Commission found that there is an overall market for academic publishing in the English language.[15]

0. The Commission found that a strict demand-side approach is not appropriate for the purpose of market definition.[16] In  particular,  from  a
   demand-side point of view, it is rare that two different publications can be viewed as perfect substitutes, as there are differences  in  the
   coverage, comprehensiveness and content provided. Therefore, in terms of functional  interchangeability,  two  different  publications  could
   hardly be regarded as substitutable by the end-users, the readers. On that basis, the Commission found that consumers will rarely  substitute
   one publication for another following a change in their relative prices and concluded that  a  strict  demand  approach  would  lead  to  the
   definition of a multitude of relevant markets of imprecise boundaries and small dimensions.[17]

0. In previous decisions the Commission also noted that customers of academic publications are seldom individuals, but  usually  libraries  that
   are part of universities or other academic institutions. To what extent publications belonging to different disciplines may be  substitutable
   as regards the library budget depends on the scope of the collection of the  library,  the  organisation  of  its  budget  and  its  internal
   organisation. However, the Commission also noted that these customers usually purchase academic publications in several sectors, albeit  some
   focus more specifically on certain disciplines. Therefore, the Commission considered that this diversity of purchases blurred the  boundaries
   of a market definition based on different academic disciplines.[18]

0. For these reasons, the Commission took into account supply-side considerations when defining the relevant market, noting  that  the  elements
   necessary for academic publishers to be active in the sector are mostly common across the various possible disciplines and  segments.[19]  In
   the case of academic publishing, the Commission found that certain factors (such as access to reputed authors and editors  and  to  libraries
   and institutions, or having highly renowned academics for journal peer review to maintain the quality, reputation and attractiveness  of  the
   journals) are common to the various academic disciplines, though the precise boundaries are unclear. The Commission also noted  that  usually
   larger academic publishers are active in several segments and disciplines of academic publishing, and can easily enter a new  segment  should
   there be profitable opportunities, which also warranted a broader market definition.[20]

0. In Candover/Cinven/Bertelsmann-Springer, the Commission found that it was possible to draw a distinction between academic publications in the
   STM and SSH fields. However, the Commission ultimately left the question open, as the concentration did not raise concerns  even  under  this
   possible narrower product market definition.[21] The Commission also considered whether distinct product markets should be identified between
   books and journals or on the basis of the format of the publication (online versus  print),  but,  for  the  same  reason,  left  also  these
   questions open.[22]

0. The results of the market investigation in the present case confirmed the relevance of supply-side considerations for the definition  of  the
   relevant product market in the academic publishing sector. Publications in different academic subjects are indeed not substitutable from  the
   readers’ perspective. However, many academic publishers appear to be active across most of the possible  segmentations  of  the  market,  and
   offer publications covering several disciplines and consisting of both journals and books in print  and  electronic  format,  though  certain
   publishers put more emphasis on a specific discipline or segment. Moreover, the  main  customers  of  academic  publications  are  libraries,
   universities, research institutions and academic consortia. These customers purchase a vast array of  academic  publications  across  several
   sectors and disciplines, though some have a more specific focus.

0. Respondents to the market investigation agreed that academic publishing must be distinguished from professional  and  trade  publishing.  One
   respondent explained that academic publications can be generally distinguished from professional and  trade  publications  because  of  their
   different marketing channels and pricing models. Academic publications are often sold  on  an  institutional  basis  to  academic  libraries.
   Professional and trade publications more often have a mass market profile and individual sales as they are being sold mainly to practitioners
   or professionals (in the case of professional publications) or to a general audience of readers (in the case of trade publications).

0. Respondents to the market investigation also agreed that academic publishing is mostly in the English language.  Most  academic  publications
   are in English, which is the de facto international standard, as it enables to reach a broad scientific audience. However,  some  respondents
   noted that local languages may also be of relevance in certain segments and that other languages have gained importance.

0. On the basis of the results of the market investigation, the Commission  concludes  that  academic  publishing  is  a  separate  market  from
   professional and trade publishing and consists of academic publications in the English language.

0. The Commission further investigated whether the  overall  market  for  academic  publications  in  the  English  language  could  be  further
   distinguished depending on the type of publication, the academic discipline, the format of the publication, the publishing model, or type  of
   publisher.

0. As regards a possible distinction within the market for academic publishing based on the type of publication, the Commission on the basis  of
   the market investigation considers that academic books differ from academic journals, as  they  are  not  interchangeable  with  each  other.
   However, the Commission also notes that while, from the demand-side perspective of the final users (the readers), books and  journals  indeed
   appear to be different, most libraries purchase to a large extent both books and journals. Respondents among customers indicated  that  books
   and journals are complementary, and are equally needed to offer readers a broad catalogue across all relevant academic disciplines. Moreover,
   as regards the supply-side, it appears that most academic publishers offer both books and journals.

0. As regards the question whether the market for academic  publishing  should  be  further  delineated  on  the  basis  of  different  academic
   disciplines, some respondents among customers indicated that academic publications in the field of STM are different from those in the  field
   of SSH as they pertain to different disciplines and audiences. Other respondents did not see this distinction as relevant,  given  that  most
   publishers and customers generally have both of these disciplines. This is further confirmed by the fact that most libraries  indicated  that
   they purchase both STM and SSH publications in almost all the relevant subdisciplines. On the  supply  side,  academic  publishers  generally
   appear to be active in both STM and SSH and their relevant subdisciplines, though some publishers are more present and specialized in one  of
   the two segments. Accordingly, while some academic publishers agreed that STM  and  SSH  are  different  disciplines,  each  with  their  own
   features, others found that these differences were not such as to warrant separate markets.

0. As regards a possible distinction within the market for academic publishing depending on the type of format, in particular between electronic
   and print academic publications, on the basis of the results of the market investigation, the Commission considers that the  type  of  format
   appears not to be a significant distinctive factor among academic publications. Respondents among customers indicated that they purchase both
   electronic and print academic publications, and that the two formats are interchangeable. Some respondents indicated that print  publications
   are becoming less important and residual, and that electronic publications offer more functions and are more immediate. From the supply side,
   academic publishers indicated that their offering consists of publications in both electronic and print format. These respondents also  added
   that the content of publications is the same in both formats, though electronic publications offer some additional functions, such as  online
   searching and reference linking.

0. Similarly, in light of the market investigation, the Commission considers that a  distinction  within  the  market  for  academic  publishing
   depending on the publishing model is likely not relevant. Among customers, most respondents found  that  open  access  publications  are  not
   different from other academic  publications.  These  respondents  explained  that  open  access  publications  may  differ  from  traditional
   publications as regards the payment and financing mechanism, but the intrinsic product and content, as well as the audience and final  users,
   ultimately remain the same. From the supply side, academic publishers also indicated that the main difference between  open  access  academic
   publications and traditional academic publications is mainly one of funding, but that the content and  creation  processes  largely  are  the
   same. Moreover, it appears that most academic publishers offer their publications through both the traditional publication model and  various
   open access solutions.

0. Finally, the Commission considered whether the market for academic publishing should be more narrowly defined on the basis  of  the  type  of
   academic publishers, more specifically whether academic publishing by non-commercial publishers, such  as  university  presses  and  academic
   societies, belongs to a separate market than academic publishing by commercial publishers.

0. On the basis of the results of the market investigation,  the  Commission  finds  that  non-commercial  publishers  appear  to  compete  with
   commercial publishers. Respondents to the market investigation generally  indicated  that  non-commercial  publishers  usually  compete  with
   commercial publishers on the same market. Additionally, the results of the market investigation indicated that authors and  customers  choose
   academic publishers and their products on the basis of factors such as content, reputation and other features, irrespective of the commercial
   or non-commercial nature of the publisher. Therefore, in the present case it does not appear that the market for academic publishing  differs
   depending on whether the publishers are commercial or non-commercial.

0. In any event, the Commission considers that the question whether the market for academic publishing should be more narrowly  defined  on  the
   basis of the type of publication, the academic discipline, the format of the publication, the publishing model, or the type of publisher,  is
   not relevant for the purpose of this case.

0. While there are some indications that the market for academic publishing can be further segmented, in particular with regard to the  type  of
   publication or the academic discipline, the exact scope of the product market for academic publishing can be left open  for  the  purpose  of
   this case, as the Transaction does not raise competition concerns under any plausible product market definition.

0. In light of the above, the Commission considers that the relevant overall product market in this case is the market for  academic  publishing
   in the English language.

3 Geographic Market

1 Notifying Parties’ view

0. The Notifying Parties submit that the geographic market for academic publishing is worldwide in scope, as scientific content and research are
   worldwide and research results in any academic field are of worldwide interest. For that reason, academic publications, in particular in STM,
   are predominantly written in English, which enables authors to reach a broad international readers’ community.

0. The Notifying Parties also argue that publishers of academic books and journals sell their products to customers around the world, which need
   to offer a broad portfolio of titles and content and to source academic books and  journals  on  a  worldwide  basis.  Moreover,  authors  of
   academic content may also choose their publishers and publications on a worldwide basis and their choices are not limited to  the  publishers
   in their respective home country or continent.

2 Commission’s assessment

0. In its decision in Candover/Cinven/Bertelsmann-Springer, the Commission found that there is a worldwide market for academic publishing in the
   English language.[23]

0. The market investigation in the present case suggests that market for academic publishing in the English  language  is  likely  worldwide  in
   scope.

0. Most respondents among customers indicated that the market for academic publishing in the English  language  is  worldwide  in  scope.  These
   respondents reported that academic publications are sold and purchased on a worldwide basis, that authors chose  academic  publishers  across
   the world and that academic content and research are of global interest.

0. Academic publishers also agreed that there is a worldwide market for academic publishing in the  English  language.  These  respondents  also
   indicated that they offer their products on a worldwide basis.

3 Conclusion

0. In light of the above, the Commission concludes that the market for academic publishing in the English language is worldwide.

2 Scientific online databases and workflow tools

1 Product market

0. Scientific online databases and workflow tools allow research communities to quickly access information and  data  in  an  organized  manner,
   supporting research efficiency and collaboration. They typically integrate and analyse primary and secondary data from multiple  sources  and
   facilitate the assimilation of data to produce base information. They enable scientists to share and  discuss  research-related  content  and
   address other workflow needs, such as reference management. For instance,  abstract  and  indexing  databases,  and  factual  and  aggregator
   databases contain article abstracts linked to all citations of that article.

0. Scientific online databases and workflow tools form part of the wider area  of  technology  and  software  solutions  that  support  academic
   research, such as desktop software products (that allow individual scientists to  better  organize  their  work  and  manage  their  research
   findings), decision support software and analytics platforms (that are designed to  trawl  and  analyse  large  collections  of  primary  and
   secondary data with specific research or business goals in mind) and databases and  software  supporting  the  analysis  of  geophysical  and
   geospatial information.

0. The Notifying Parties submit that the relevant product market should include all technology and  software  solutions  that  support  academic
   research or at least comprise all scientific online services, including online databases, as well as other  online  workflow  solutions  that
   allow for the collaboration of researchers.

0. The Commission considers that market investigation in the present case did not lead to findings  that  differ  from  the  Notifying  Parties’
   submissions.

0. In this case, the exact scope of the product market for scientific online databases and workflow tools can be left open  as  the  Transaction
   does not raise competition concerns with regard to scientific online databases and workflow tools under any plausible market definition.

2 Geographic market

0. In the Notifying Parties’ view, the market for scientific online databases and workflow tools is worldwide in scope.

0. The Commission considers that market investigation in the present case did not lead to findings  that  differ  from  the  Notifying  Parties’
   submissions.

0. In this case, the exact geographic scope of the market for scientific online databases and workflow tools can be left open as the Transaction
   does not raise competition concerns with regard to scientific online databases and workflow tools under any plausible market definition.

3 Marketing and communication services

1 Product market

0. Marketing and communication services comprises an array of disciplines and services  (including  advertising,  information  and  consultancy,
   public relations, consumer relationship management, direct marketing, event management, brand identity and design) covering  different  types
   of media.

0. In line with previous Commission decisions, the Notifying Parties submit  that  the  relevant  product  market  is  that  for  marketing  and
   communication services overall, including the healthcare sector, which is the sector in which the Notifying Parties are active.

0. In previous decisions, the Commission considered that the relevant product market for the provision  of  marketing  and  consulting  services
   encompasses an array of disciplines including advertising, insight and consultancy, public relations, consumer relationship management/direct
   marketing/event management, brand identity and design and other areas of specialist communications.[24]

0. The Commission considered that these services all belonged to the same relevant market  and  that  a  further  segmentation  would  not  have
   reflected the way in which these disciplines were demanded and offered.[25] In particular, the Commission found that marketing and consulting
   services for the healthcare sector belong to this overall market.[26]

0. In this case, the exact scope of the product market for marketing and communication services can be left open, as the  Transaction  does  not
   raise concerns under any plausible market definition.

2 Geographic market

0. In the Notifying Parties’ view, the geographic scope of the market for marketing and communication services  is  more  likely  EEA-wide  than
   national.

0. In its past decisions, the Commission found that the market for marketing and communication services is national in scope.[27]

0. In this case, the exact scope of the geographic market for marketing and communication services can be left open, as the Transaction does not
   raise concerns under any plausible market definition.

4 Services related to publishing

1 Product market

0. Services related to publishing comprise activities such as scientific editing, advice on scientific manuscripts and language editing. In  the
   area of books, these services include the management and organization of the production of books  (from  the  preparatory  process  prior  to
   printing to the printing and manufacturing) and the binding and finishing process of books (seeking out sources of supply for  the  placement
   of print orders, tracking schedules, controlling quality, seeking out suppliers for services such as binding and print finishing,  organizing
   shipping for the delivery of books, and buying and stocking paper).

0. The Notifying Parties do not take a position on the precise scope of the product for services related  to  publishing.  In  their  view,  the
   market definition can be left open, as the Transaction in any event does not give rise to competition concerns.

0. In previous decisions, the Commission considered service activities relating to printing, in particular  pre-press  services  (such  as  file
   management, colour separation, preparation of the rotogravure cylinders, digital imposition, and page layout) and after-press services  (such
   as cutting, folding, stitching, binding and stapling of printed products), but ultimately left the product market  definition  open.[28]  The
   Commission also considered the production of print books as distinct from  the  production  of  other  print  products  such  as  newspapers,
   magazines and commercial brochure.[29]

0. In this case, the exact scope of the market for services related to publishing can be left open, given that the Transaction  does  not  raise
   competition concerns under any plausible market definition.

2 Geographic market

0. The Notifying Parties do not take a position on the precise scope of the geographic for services related to publishing. In  their  view,  the
   market definition can be left open, as the Transaction in any event does not give rise to competition concerns.

0. In this case, the Commission finds that the question of the geographic scope of the market for services related to  publishing  can  be  left
   open, given that the Transaction does not raise competition concerns under any plausible market definition.

5 Book distribution

1 Product market

0. Book distribution consists of the logistical operations involved in supplying books to customers, from the  taking  of  orders,  through  the
   management of returned copies to the collection of payment.

0. Book distributors receive and stock works as they emerge from the printer, take and check orders, issue delivery notes and invoices,  prepare
   and dispatch orders, deal with customer relations (information, disputes, etc), keep customers’ accounts, recover debts, manage returns, take
   books back into stock, renew or pulp returned works and draw up credit notes for customers.

0. In line with previous Commission decisions, the Notifying Parties submit that there  is  a  separate  product  market  for  third-party  book
   distribution.

0. In previous decisions concerning trade publishing, the Commission defined a separate product market for third-party book distribution,  which
   covers all logistical operations involved in supplying books to customers for all types of books, and is downstream to the  trade  publishing
   markets.[30]

0. In this case, the exact scope of the market for book distribution can be left open, as the Transaction does not  raise  vertical  competition
   concerns under any plausible market definition.

2 Geographic market

0. Referring to previous Commission decisions, the Notifying Parties submit that the market for third-party book distribution  is  supranational
   in scope, but that the geographic market definition can be ultimately left open.

0. In previous decisions, the Commission considered the market for third party book distribution to be supranational in scope.[31]

0. In this case, the exact geographic scope of the market for book distribution can be left open, as the Transaction  does  not  raise  vertical
   competition concerns under any plausible market definition.

COMPETITIVE ASSESSMENT

0. The Transaction mainly gives rise to horizontal overlaps between the Notifying Parties’ activities in the field of  academic  publishing  and
   further sub-segments thereof, on which both of Holtzbrinck and SSBM are active.

0. The Transaction also gives rise to horizontal overlaps in the areas of (i) scientific online databases and workflow tools, (ii) marketing and
   communication services, and (iii) services related to publishing, where both Notifying Parties are active.

0. Moreover, the Joint Venture will also acquire from SSBM some limited activities in the publishing of academic journals and books in languages
   other than English, in particular German, and – to a more  limited  extent  –  Italian,  French  and  Spanish.  Outside  the  Joint  Venture,
   Holtzbrinck will have some activities in academic publishing of books in the German language, which therefore overlap with the activities  of
   the Joint Venture.

0. Finally, a vertical link exists between Holtzbrinck’s book distribution activities outside the Joint Venture and the Joint Venture’s activity
   in academic publishing.

1 Horizontally affected markets

1 Academic publishing

0. On a worldwide market comprising all academic publishing services in English, the Transaction does not give rise to affected markets  as  the
   Notifying Parties' combined market shares are below 20%.[32]  Moreover, the Transaction does not give rise to competition concerns under  any
   other possible subsegment of the academic publishing in English, as the Joint Venture will hold, on the basis of the estimations provided  by
   the Notifying Parties, only a moderate market share (in vast majority of cases  below  20%)  whereas  the  increment  brought  about  by  the
   Transaction is very small in any such possible subsegment.

0. Based on the Notifying Parties' estimations, the Joint Venture will become the second largest market player with a share of around [5-10]% in
   terms of revenue in the overall worldwide market for academic publishing. Reed Elsevier will remain the market leader with  [10-20]%  of  the
   worldwide market in terms of revenues, more than double the size  of  the  Joint  Venture.  Several  other  large  science  and  professional
   publishing companies such as Wiley ([5-10]%), Informa ([0-5]%),  Sage ([0-5]%),  and  Wolters  Kluwer  ([0-5]%)  as  well  as  non-commercial
   publishers such as Oxford University Press ([0-5]%), Cambridge University Press ([0-5]%) and the  American  Chemical  Society  ([0-5]%)  will
   continue to actively compete in this market. While the top 10 academic publishers only represent approximately [30-40]% of  the  market,  the
   rest (approximately [60-70]%) is being accounted for by small players.

0. As already indicated in section 4.1, the market for academic publishing consists of very heterogeneous products, including journals and books
   published in different disciplines and subdisciplines.

0. According to the Notifying Parties' estimations, the  Joint  Venture  will  have  low  market  shares  even  under  narrower  product  market
   definitions. For that purpose, the Notifying Parties provided market shares for a number of possible market segments, including: (i) STM  and
   SSH disciplines, (ii) academic books and academic journals, and (iii) within each of the possible segments for academic books  and  journals,
   each STM and SSH discipline.

0. In all these possible product markets, according to the estimations of the Notifying Parties’ shares in terms of revenue remain  low  and  in
   any event below 20%.

      • STM/SSH. The Notifying Parties hold a combined market share of [5-10]% in the STM  discipline  and  of  [0-5]%  in  the  SSH  discipline
        worldwide.

      • Journals/books. The Notifying Parties hold a combined market share of [5-10]% for all academic journals and of [0-5]% for  all  academic
        books worldwide.

      • Journals/books in STM/SSH. Within the STM discipline, the Notifying Parties have a combined market share of [5-10]% in STM journals  and
        of [0-5]% in STM books worldwide. Within the SSH discipline, the Notifying Parties have  a  combined  market  share  of  [0-5]%  in  SSH
        journals and of [0-5] % in SSH books worldwide.

0. The Notifying Parties also submitted that the competitive assessment does not change even in case of separate product markets for  print  and
   electronic publications and on a possible separate product market for open access academic publishing only. Specifically, on  a  hypothetical
   separate market for open access publications of academic journals and articles only, the Joint Venture would have a market share of  [20-30]%
   based on revenues. However, as explained in recital 48, the Notifying Parties submit that open access  publications  are  no  different  from
   other publications  and that open access publishing is a fast expanding segment of growing size and value, with many competitors whose shares
   will increase in the near future, whereas the Notifying Parties’ shares are declining or stable at best.

0. Additionally, the Notifying Parties provided the market shares in the possible market for academic journals (and its  distinctions  based  on
   STM/SSH disciplines and further sub-segmentations[33]) also under parameters different than revenues, such as: (i)  the  number  of  journals
   published; (ii) the number of articles published in journals; and  (iii)  the  number  of  citations  that  articles  published  in  journals
   receive.[34] . As regards academic books, the Notifying Parties provided market shares also based on the  number  of  books  published.  Even
   under these different parameters, the combined market shares of the Notifying Parties remain below 20%  worldwide,  except  with  respect  to
   three categories of STM journals (namely journals in physics and astronomy as well as computer science in terms of journal  titles  published
   and for STM multidisciplinary journals in terms of citations) for which the combined market shares of the Parties nevertheless remain   below
   30%, and with respect to the overall segment of STM books where the combined market share reaches [30-40]% in number of books published.[35]

0. The Commission considers that, despite the overlap between the  Notifying  Parties'  activities,  the  Transaction  does  not  give  rise  to
   competition concerns for a number of reasons.

0. Firstly, the Notifying Parties combined market shares in terms of revenue will remain moderate, not exceeding 20% after  the  transaction  in
   the overall market for academic publishing and it its segments (STM, SSH, all academic books, all academic journals, STM books, STM journals,
   SSH books and SSH journals), with the exception of a hypothetical separate market for open  access  publications  of  academic  journals  and
   articles only, where the combined market share would be higher than 20% but still below 30%. Furthermore, under any parameter of market share
   estimation (see also recital 116), and for the narrowest possible sub-segment within STM at discipline level and on  a  possible  market  for
   open access publication of journals where the Parties' combined market share would exceptionally exceed 20%, the increment brought  about  by
   the transaction would be below [0-5]%.

0. Secondly, and as confirmed during the market investigation, while the Joint Venture would become the world's  second  largest  market  player
   after Reed Elsevier, enough competitors of similar size will remain available in the market and will continue to compete both on the  overall
   market for academic publishing as well as on sub-segment level.

0. The Commission finds, on basis of the replies gathered during the market investigation  as  well  as  from  industry  sources[36],  that  the
   worldwide market of academic publishing features a limited number of large, financially strong companies, including the Notifying Parties.  A
   second layer of competition is represented by non-commercial publishers, such as long established university presses and academic  societies.
   A third layer of competition is represented by smaller publishers which are active in certain niches and only  marginally  compete  with  the
   well-established publishers belonging to the first two tiers. The market investigation  confirmed  that  non-commercial  publishers  such  as
   highly reputable university presses like Oxford University Press, Cambridge University Press, Harvard University Press and academic societies
   like the American Chemical Society, the American Physical Society, and the Institute of Electrical and Electronics Engineering ("IEEE")  will
   continue to compete with the Joint Venture in numerous sub-segments of the market for academic publishing where they are particularly strong.

0. Thirdly, the Commission concludes on the basis on the market investigation that although the Notifying Parties  compete  in  the  same  broad
   market for academic publishing, they are not close competitors. SSBM has a  larger  and  broader  portfolio  of  academic  journals,  whereas
   Holtzbrinck has a more limited and specialized presence, mainly in the biomedical sciences area through the “Nature” brand. The same  applies
   to academic books, where the SSBM is stronger in the STM segment, while Holtzbrinck's Macmillan's focus is on the SSH segment.  The  majority
   of the respondents to the market investigation confirm that the Notifying Parties are not close competitors

0. In its decision in Candover/Cinven/Bertelsmann-Springer, the Commission found that certain academic journals enjoy a “must have” status, that
   is to say they are considered indispensable by customers due to a particular reputation or focus of  the  item.  This  means  that  customers
   cannot afford to lose those journals, and are willing to pay higher  subscription  fees  for  those  journals,  leading  to  inelasticity  of
   demand.[37] As regards the existence of “must have” journals, respondents to the market investigation  confirmed  that  Nature  and  a  small
   number of other journals belonging to the Notifying Parties' competitors, such as Science, Cell and Lancet, enjoy this status.  Nevertheless,
   while having such journals in a publisher's offering may represent a relevant element in the negotiations for contracts with  the  customers,
   respondents do not consider these journals as indispensable for competing successfully in the market. Some  respondents  indicated  that  the
   combination of its strong position in STM and the high quality 'Nature' brand may strengthen the competitive  power  of  the  merged  entity.
   Nevertheless, the proposed transaction will not lead to a significant increment of combined must-have journals in  the  hands  of  the  Joint
   Venture.

0. Finally, the Commission concludes, on the basis of the replies gathered from the market investigation, that  customers,  who  already  multi-
   source, will have enough choice for  sourcing  publications  post-transaction  from  the  remaining  commercial  as  well  as  non-commercial
   publishers. As already mentioned, most respondents perceive the Transaction as the combination of two rather  complementary  companies,  with
   strengths in different areas of publications. Some respondents even indicated that the Transaction might lead to a higher quality of offering
   due to the combination of the wider portfolio of SSBM with the high quality brand Nature, currently owned by Holtzbrinck.

0. Based on all the above, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility with the internal
   market and the EEA Agreement regarding academic publishing in English language worldwide and its possible sub-segments.

2 Scientific online databases and workflow tools

0. SSBM has an offering of scientific online databases, which consists of: a reference management software (“Papers”) that allows researchers to
   organize, use, share and cite their research literature more effectively; a database for clinical studies, pharmacovigilence and data on drug
   development (“Adis”); a database which is a resource for physical and  chemical  data  in  material  sciences  (“SpringerMaterials”);  and  a
   database for protocols in biomedical and life sciences (“SpringerProtocols”).

0. Holtzbrinck has limited activities in scientific online databases and workflow tools. Holtzbrinck will contribute to the  Joint  Venture  the
   database “Protocol Exchange” operated by the Nature Publishing Group. “Protocol Exchange” is a  free  and  open  interactive  resource  where
   researchers can share their experimental know-how to help accelerate scientific discovery.

0. The Notifying Parties’ estimate that the Joint Venture would have a market share of less than [0-5]% in  the  market  for  scientific  online
   databases and workflow tools worldwide. The Joint Venture’s market share would be similar and in any event be below 20%, even in  a  possible
   EEA-wide market for scientific online databases and workflow tools.

0. In light of the above, the Commission concludes that the Transaction does not raise serious doubts with regard to the horizontal  overlap  in
   scientific online databases and workflow tools.

3 Marketing and communication services

0. SSBM provides marketing and communication services mainly for pharmaceutical and biotechnology companies in  the  healthcare  sector  through
   Springer Healthcare Ltd., including inScience Communications (“inScience”). SSBM offers a range of media and communication services including
   the development of global communication strategies and marketing campaigns, scientific communications,  custom  scientific  content  for  the
   healthcare community, custom publications solutions, digital solutions, clinical case studies, regional meeting management,  and  promotional
   medical education.

0. Holtzbrinck provides marketing and communication services through its  divisions  Macmillan  Medical  Communications  (“MMC”)  and  Macmillan
   Science Communications (“MSC”). MMC builds communication channels with doctors, medical researchers and medical  representatives  to  provide
   marketing and communication campaigns and services for the pharmaceutical, healthcare and  biotechnology  industries.  Its  services  include
   websites, newsletters, literature reviews and abstracting services, seminars, workshops and conference services, a medical education academy,
   customized multimedia learning tools for doctors, and marketing support services. MSC provides science communication services for  scientific
   institutions and scientists, such as custom publications  and  custom  solutions  (multilingual  websites,  print  publications,  promotional
   booklets and magazines, reprint collections, webcasts, and podcasts), training services (workshops and training  webinars),  and  consultancy
   and advice services.

0. The Notifying Parties activities in marketing and communication services, which will be transferred to the Joint  Venture,  had  revenues  in
   2013 of EUR […] million for SSBM and of EUR […] million for Holtzbrinck.

0. The Commission notes that the Notifying Parties are active in a very small niche of the market  for  marketing  and  communication  services,
   which, according to the Notifying Parties’ estimate, has a size of  tens  of  billions  of  Euros  worldwide.  Additionally,  the  market  is
   characterized by effective competition and had four strong larger players (WPP, IPG, Dentsu-Aegis and  Havas).  In  light  of  the  Notifying
   Parties’ limited revenues in marketing and communication services, the Joint Venture will have a limited presence in this market, both at the
   worldwide and EEA level.

0. In light of the above, the Transaction does not raise serious doubts with regard to the horizontal overlap  in  marketing  and  communication
   services.

4 Services related to publishing

0. As regards publishing-related services, the Notifying Parties mostly provide these services internally to their respective subsidiaries,  and
   only to a limited extent to other third parties.

0. SSBM provides services related to publishing through two subsidiaries in India, Scientific Publishing Services Private Ltd. (“SPS”), a  joint
   venture of SSBM and Sharad Wasani, India, and Crest Premedia Solutions Private Limited (“Crest”). SPS and Crest offer a variety  of  services
   for English, German, and Dutch publications, including pre-publishing activities, page composition services and delivering files to printers.

0. Holtzbrinck provides publishing-related services through MSC and Macmillan Production (Asia) Ltd. (“MPA”).

0. The Notifying Parties indicated that, the Joint Venture’s share on this market will in any event be below 20% both worldwide and at  the  EEA
   level.

0. Therefore, the Transaction does not raise serious doubts with regard to the horizontal overlap in publishing-related services.

2 Co-operative effects of the joint venture - Overlap between the Joint Venture and Holtzbrinck

0. After the Transaction, outside of the Joint Venture, Holtzbrinck will have activities in academic publishing in the German  language  through
   its subsidiary Verlag J.B. Metzler + Verlagsbuchhandlung (“J.B. Metzler”). J.B. Metzler publishes academic books in the field of SSH,  namely
   in the humanities fields of philosophy, history, language & literature research, music and media studies.

0. As mentioned in recital (20), the Joint Venture will also acquire from SSBM some limited activities in the publishing  of  academic  journals
   and books in languages other than English, in particular German, and – to a more limited extent – Italian,  French  and  Spanish.  Therefore,
   there is an overlap between the Joint Venture and Holtzbrinck in academic publishing in the German language.[38]

0. As both the Joint Venture and Holtzbrinck will have activities in the academic publishing in the German language, it is necessary to  examine
   pursuant Article 2(4) of the Merger Regulation whether the Transaction would  give  rise  to  a  risk  of  coordination  between  independent
   undertakings which restricts competition within the meaning of Article 101(1) TFEU.

0. In light of the low market shares of the Joint Venture and Holtzbrinck, this overlap does not raise competition concerns.

0. In 2013, Holtzbrinck achieved revenues of EUR […] million in academic books in the German language, in the SSH field. In the same year,  SSBM
   achieved revenues of EUR […] million in academic publications in German (revenues relating to activities that will  be  carried  out  by  the
   Joint Venture).[39] More specifically, SSBM’s revenues consisted of EUR […] million from academic journals in the German language, and of EUR
   […] million from academic books in the German language, of which EUR […] million were accounted for by German-language academic books in  the
   SSH fields. Approximately […]% of SSBM’s sales of German-language academic books as well as around […]% of its sales of  German-language  SSH
   books were generated in Germany, while German-language academic books were also sold  in  other  German-speaking  countries  (in  particular,
   Austria and Switzerland).

0. Based on data from Gesellschaft für Konsumforschung (GfK) (Germany’s leading market research institute) and the  Börsenverein  des  deutschen
   Buchhandels (the German Publishers and Booksellers’ Association), the Notifying Parties estimate that the total  sales  in  2013  of  German-
   language academic books in Germany through bookstores amounted to not less than EUR […]  million,  of  which  around  EUR  […]  million  were
   accounted for by German-language SSH books. However, the Notifying Parties submit that since these data do not include direct book  sales  by
   publishers, they likely understate the total volume of a hypothetical German market for the sale of German-language academic books.

0. Based on these market estimates and on the Notifying Parties’ own sales, the Joint Venture would have a share below [5-10]%  with  regard  to
   all German-language academic books and below [5-10]% with regard to German-language SSH books. J.B. Metzler’s share. would be less  than  [0-
   5]% for SSH books in Germany.

0. Under an even narrower perspective, the Joint Venture’s revenues from German-language academic books in the fields  of  philosophy,  history,
   language & linguistics and music (activities that will be carried out by the Joint Venture and that overlap with J.B. Metzler) amounted  only
   to around EUR […] million in 2013.

0. In light of these low market shares, the Commission considers that the overlap between the Joint Venture and Holtzbrinck as regards  academic
   publishing in German does not raise competition concerns.

3 Vertically affected markets - Relationship between the Joint Venture and Holtzbrinck’s book distribution services

0. Outside of the Joint Venture, Holtzbrinck is, and will continue to be, active in book  distribution  in  the  EEA  through  its  subsidiaries
   Macmillan Distribution Limited, UK (“MDL”) and HGV Hanseatische Gesellschaft für Verlagsservice mbH, Germany (“HGV”).

0. MDL distributes books for publishers to booksellers, wholesalers, institutions and members of the public. Its services  include  distribution
   (including journal storage and stock management), warehousing, order management and processing as well  as  mailing  services.  MDL  is  pre-
   dominantly active in-house and provides external services for third-party academic publishers only to a very limited extent. In  2013,  MDL’s
   turnover as a result of those external services was about EUR […] million, of which about EUR […] million was accounted  for  by  […]  third-
   party trade publishers and about EUR […] million by […] third-party academic publishers. MDL mainly carries  out  activities  in  the  United
   Kingdom.

0. HGV is pre-dominantly active in-house for German trade publishers that are part of Holtzbrinck HGV provides external services for third party
   academic publishers only to a limited extent (currently approximately […]% of its total turnover). HGV’s activities are focused  on  Germany,
   although export distribution services, in particular to other German-speaking countries, are offered as well.

0. MDL and HGV provide services to intra-group companies, including to companies that will be transferred from Holtzbrinck to the Joint Venture.

0. While book distribution is downstream of academic publishing, the Transaction does not raise vertical competition concerns.

0. Both MDL and HGV are mainly active in-house, and have limited distribution agreements with third party  book  publishers.  Additionally,  the
   Commission considers that the market shares of MDL and HGV are very low and do not give rise to vertically affected markets.

0. The Notifying Parties estimated that MDL’s share of a hypothetical market in the United Kingdom for the distribution of  (physical)  academic
   books is less than [0-5]% and for the distribution of all (physical) books less than [5-10]% and in any event below 30%.

0. The Notifying Parties estimated that HGV’s share of a hypothetical market in Germany for the distribution of  (physical)  academic  books  is
   around [5-10]% and for the distribution of all (physical) books around [5-10]% and in any event below 30%.

0. Finally, the Notifying Parties indicate that after completion of the Transaction, MDL and HGV will continue to offer their services to  third
   parties and to the Joint Venture alike, on an arm’s length basis. The Joint Venture will be  free  to  use  these  services  or  to  contract
   services from independent third parties.

0. In light of the above, the Commission concludes that the Transaction does not raise vertical competition concerns with regard to the  markets
   for academic publishing and book distribution.

CONCLUSION

0. For the above reasons, 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)
Cecilia MALMSTRÖM
Member of the Commission
-----------------------
[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]   Publication in the Official Journal of the European Union No C74 of 03.03.2015, p. 10.

[4]   The acquisition of sole control over SSBM by BC Fund was approved by the Commission in Case COMP/M.6972 – BC  Partners/Springer  Science  +
Business Media.

[5]   See also Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the control  of  concentration  between
undertakings (“Consolidated Jurisdictional Notice”), OJ C 95, 16.4.2008, p. 1., paras. 62 and following.

[6]   See also Consolidated Jurisdictional Notice, paras. 91 and following.

[7]   Consolidated Jurisdictional Notice, para. 95.

[8]   Consolidated Jurisdictional Notice, para. 103.

[9]   Turnover calculated in accordance with Article 5 of the Merger Regulation.

[10]  The turnover of SSBM includes the turnover of BC Fund, which indirectly solely controls SSBM through its general partner CIE Management  IX
Limited ([…]% of the shares of SSBM).

[11]  In popular science magazines, only Holtzbrinck is active. In professional publishing, only SSBM is active. In educational publishing,  SSBM
offers adult educational materials, whereas Holtzbrinck’s business that will be transferred to the  Joint  Venture  comprises  school  books  and
supporting materials for primary and secondary schools.

[12]  The peer review, which is carried out by a panel of experts in a particular academic field, is implemented as a system of  quality  control
to ensure the integrity and excellence of the published research, i.e. it verifies  that  the  paper  provides  sufficient  insights  to  advance
thinking in that field, and attempts to verify the integrity of research methods and conclusions. Members of editorial boards and peer  reviewers
are typically neither employees of the publisher (or the journal) nor paid a salary; rather, these functions are attractive because  they  confer
prestige and grant access to the latest research in a particular field.

[13]  For STM: medicine; biomedical & life sciences; earth and environmental sciences; chemistry and materials science;  physics  and  astronomy;
engineering; computer sciences; mathematics and statistics; other disciplines. For SSH: art& music; business & economics;  education;  geography;
history; language & linguistics; law; literature; philosophy and ethics; political sciences; psychology; religion; social sciences; other.

[14]  Subscription fees, in particular with consortia of universities or of libraries are traditionally the most important  revenue  source  from
academic journals. Typically, arrangements are made on an at least yearly basis, in many cases  multi-year  contracts.  Since  the  early  2000s,
subscription agreements are made mostly in the form of the so-called “Big Deal” format. Under these agreements, libraries for a fixed fee  obtain
access not only to a group of subscription journals, but also to the publisher’s remaining electronically available content  (the  non-subscribed
content). Other revenues in the academic journals segment are generated in particular from (i) the sale of reprints –  that  is,  the  customized
bulk reproduction of articles previously published  in  academic  journals  either  for  commercial  purposes  (for  instance  to  pharmaceutical
companies) or to authors –; (ii) (to a limited extent) the sale of advertisement; and (iii) advertising and  license  fees  paid  by  third-party
aggregators.

[15]  Case M.3197 - Candover/Cinven/Bertelsmann-Springer, Commission decision of 15 February 1999.

[16]  Case IV.M.1377 – Bertelsmann/Wissenschaftsverlag Springer,  Commission  decision  of  15  February  1999,  recitals  9-10;  Case  M.3197  -
Candover/Cinven/Bertelsmann-Springer, recitals 13 and 17.

[17]  Case M.3197 - Candover / Cinven /Bertelsmann-Springer, recital 13.

[18]  Case M.3197 - Candover/Cinven/Bertelsmann-Springer, Commission decision of 15 February 1999, recital 18.

[19]  Case IV.M.1377 – Bertelsmann/Wissenschaftsverlag Springer,  Commission  decision  of  15  February  1999,  recitals  9-13;  Case  M.3197  -
Candover/Cinven/Bertelsmann-Springer, recital 14.

[20]  Case M.3197 - Candover/ Cinven/Bertelsmann-Springer, Commission decision of 15 February 1999, recital 19.

[21]  Case M.3197 - Candover/Cinven/Bertelsmann-Springer, Commission decision of 15 February 1999, recital 20.

[22]  Case M.3197 - Candover/Cinven/Bertelsmann-Springer, Commission decision of 15 February 1999, recital 21.

[23]  Case M.3197 - Candover/Cinven/Bertelsmann-Springer, recital 23.

[24]  Case M. 3579 – WPP/Grey, recital 13; Case M.7023 – Publicis/Omnicom, recitals 60-61 and 69.

[25]  Case M. 3579 – WPP/Grey, recital 13; Case M.2000 - WPP Group/ Young & Rubicam, recitals 10 and following.

[26]  Case M.7023 – Publicis/Omnicom, recitals 76 to 79.

[27]  Case M.7023 – Publicis/Omnicom, recital 87; Case M. 3579 – WPP/Grey, recitals 16 and following.

[28]  Case M.4893 – Quebecor World/RSDB, recitals 18 and following; Case M.3322 – Polestar/Prisa/Inversiones Ibersuizas/JV, recitals. 21 and 23.

[29]  Case M.6789 – Pearson/Penguin Random House, recitals 317 and following.

[30]  Case M.2978 – Lagardère/Natexis/VUP, recitals 25, 124 and following, and 151;  Case  M.6789  –  Bertelsmann/Pearson/Penguin  Random  House,
recitals 301 and following.

[31]  Case M.2978 – Lagardère/Natexis/VUP, recital 338; Case M.6789 – Bertelsmann/Pearson/Penguin Random House, recital 305.

[32]  All market share estimations provided by the Notifying Parties relate to the year 2013. The Parties presented figures based  on  the  total
market size estimates published by Simba Information, data published by the competitors and Parties own sales data.

[33]  While the Notifying Parties could not provide revenue-based market shares for each of the relevant subdiciplines  within  STM  and  SSH  in
academic journals, they provided such shares under the alternative parameters mentioned in paragraph (115) of this Decision.

[34]  To measure the importance of an article for the scientific community, the most important proxy is the number of its  citations.  Therefore,
the overall number of citations in a given year of articles published in journals of a  particular  publisher  provides  an  indication  of  that
publishers’ relevance. The Notifying Parties have provided data for article citations based on the  Thomson  Reuter’s  Journal  Citation  Reports
(“JCR") data, which are the industry standard for accounting citations.

[35]  Only for those subsegments where there are overlaps between the Parties' activities.

[36]  The STM Report, Fourth Edition of March 2015 available at http://www.stm-assoc.org/2015_02_20_STM_Report_2015.pdf.

[37]  Case M.3197 - Candover/Cinven/Bertelsmann-Springer, paras. 30-33. It should be noted that the  Commission  qualified  as  “must  have”  the
journals “Nature” and “Science”. “Nature” belongs to Holtzbrinck’s Macmillan Science and Education.

[38]  There is no overlap as regards the academic publications of the Joint Venture in Italian, French and Spanish.

[39]  Academic books: EUR […] million; and academic journals around EUR […] million.

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                                                                  PUBLIC VERSION

 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC)  No  139/2004
 concerning non-disclosure of business secrets and other confidential information.  The  omissions  are  shown  thus  […].  Where  possible  the
 information omitted has been replaced by ranges of figures or a general description.

                                                                 MERGER PROCEDURE