CELEX: 31996M0758
Language: en
Date: 1996-06-25 00:00:00
Title: Commission Decision of 25/06/1996 declaring a concentration to be compatible with the common market (Case No IV/M.758 - Sara Lee / Aoste Holding SA) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31996M0758

Commission Decision of 25/06/1996 declaring a concentration to be compatible with the common market (Case No IV/M.758 - Sara Lee / Aoste Holding SA) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 266 , 13/09/1996 P. 0009

 COMMISSION DECISION of 25/06/1996 declaring a concentration to be  compatible with the common market (Case No IV/M.758 - Sara Lee / Aoste  Holding SA) 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 party Dear Sirs, Subject :<tab> Case No IV/M.0758  SARA LEE / AOSTE HOLDING SA <ind> <ind> Notification of  22/05/96 pursuant to Article 4 of Council  Regulation No 4064/89 1.<ind> On May 22, 1996, the Commission received a notification of a  proposed concentration pursuant to article 4 of  Council Regulation (EC)  No. 4064/89 by which Sara Lee Charcuterie SA (Sara Lee), a French  corporation belonging to the Sara Lee group, acquires within the meaning  of article 3(1)(b) of the Council Regulation sole control of  Aoste  Holding SA, a French corporation, and Euragral b.v. (Euragral), a Dutch  limited liability company, by way of purchasing 100% of their shares. Sara  Lee will acquire Aoste Holding and Euragral b.v. from Mr. Michel Reybier,  [Deleted for publication.] directly and [Deleted for publication.]  indirectly[Deleted for publication.]. In the transaction Sara Lee Personal  Products, S.p.A., an Italian corporation under common control with Sara  Lee, will acquire 100% of the capital of, and sole control of, Al Ponte  Prosciutti, S.R.L., an Italian limited liability company under common  control with Aoste Holding. 2.<ind> After examination of the operation, 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 Sara Lee group is a large US multinational group active in  four main areas: packaged meats and bakery products, coffee and groceries,  textile products (hosiery, knitwear and underwear) and personal care  products (toiletries, insecticides, cleaning products, etc). It markets  its products under major retailing brands such as Douwe Egberts, Pickwick,  Playtex, Abanderando, Hanes, Zwitsal, etc. 4.<ind> Aoste Holding S.A, through its subsidiaries, manufactures and  distributes processed pork products. They conduct manufacturing activities  in France and Italy and distribute their products in France and other  countries in Europe. The group's primary products are: dried ham, sausage,  cooked ham, chitterling sausages, pâté, pâté en croute and meat pastries.   5.<ind> Sara Lee holds, manages and controls shares in legal entities and  participates directly or indirectly in transactions that advance the  interests of the Sara Lee group  in France and abroad. 6.<ind> As regards the proposed transaction, the seller is constituted by  Mr. Michel Reybier, [Deleted for publication.].  Euragral is a holding  company [Deleted for publication.] owned by Mr. Michel Reybier [Deleted  for publication.].  Euragral owns 69.66% of the shares of the capital  stock of Aoste Holding; the remainder of the shares belong to [Deleted for  publication.] to minority shareholders (respectively 30.04% and 0.30%). 7.<ind> Sara Lee will acquire all the shares in Aoste Holding and of  Euragral, and also certain minority interests held by Aoste Holding.  Sara  Lee Personal Products will acquire the shares in Al Ponte Prosciutti. 8.<ind> The operation constitutes therefore an acquisition of sole control  by Sara Lee  of  Aoste Holding, Euragral and an acquisition by Sara Lee  Personal Products of sole control of  Al Ponte Prosciutti. II.<ind> COMMUNITY DIMENSION 9.<ind> The Sara Lee group, Aoste Holding S.A, Euragral, and Al Ponte  Prosciutti have a combined worldwide turnover in excess of 5000 million  ECU. Each of them has a Communitywide turnover in excess of 250 million  ECU, but they do not achieve more than two thirds of their aggregate  Communitywide turnover within one and the same member state. The notified  operation therefore has a Community dimension. It does not constitute a  cooperation case under the EEA Agreement. III.<ind> COMPATIBILITY WITH THE COMMON MARKET <tab> Relevant product and geographic markets 10.<ind> The businesses being acquired include processed meat products  which are businesses in which both parties participate. The notifying  parties state that the narrowest market is the relevant product market for  dry and salted foodstuffs, cooked ham, cooked sausage and pâté and canned  products including poultry, all at national level. Nonetheless, it is not  necessary to delineate further the relevant product markets and the  geographic reference markets because, in all alternative markets  considered, effective competition would not be significantly impeded in  the EEA or any substantial part of that area. <tab> Assessment 11.<ind> Since the acquisition of BP Nutrition's Processed Meats division  in 1993, and of the Belgiumbased Imperial Meats group in 1994, the Sara  Lee group has been involved in the processed meat industry in various  European countries. Its shares by volume in the different product groups  are not significant enough to raise competition concerns.  Furthermore, in  the countries where Sara Lee's shares are the highest it faces strong  competitors of multinational or large national dimension. 12.<ind> Aoste and Euragral are present in several Europeancountries but  manufacture and distribute most of their products in France where Sara Lee  is virtually absent. Al Ponte Prosciutti is only active in Italy (dried  and salted foodstuffs), while Sara Lee has in this country very marginal  sales for miscellaneous products. Aoste Holding's main competitors in  France are  Nestlé/Herta, Fleury Michon, P. Prédault and BSN. The  processed meat products are distributed mainly by large retailers which  are in the course of becoming also competitors with their own trademarks  for processed meat products (Leclerc, Intermarché). 13.<ind> There is no significant horizontal overlap between Sara Lee and  Aoste Holding. The highest market shares resulting from the overlap are  found for dry and salted foodstuffs in Belgium [Data replaced by range  from 10% to 20% for publication] [from 0 to 10%] [from 10% to 30%] and in  France [from 0 to 10%] [from 10% to 20%] [from 10% to 20%].  The proposed  operation results in limited addition of market share and does not change  significantly the structure of the market for dry and salted foodstuffs in  Belgium and France. IV.<ind> CONCLUSION 14.<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,