CELEX: 31994M0395
Language: en
Date: 1994-02-21 00:00:00
Title: COMMISSION DECISION of 21.02.1994 declaring a concentration to be compatible with the common market (Case No IV/M.395 - CWB / GOLDMAN SACHS / TARKETT) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31994M0395

COMMISSION DECISION of 21.02.1994 declaring a concentration to be compatible with the common market (Case No IV/M.395 - CWB / GOLDMAN SACHS / TARKETT) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 067 , 04/03/1994 P. 0000

 COMMISSION DECISION of 21.02.1994 declaring a concentration to  be compatible with the common market (Case No IV/M.395 - CWB /  GOLDMAN SACHS / TARKETT) 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 Registered with advice of delivery To the notifying parties Dear Sirs, Subject: <ind> Case No IV/M.395 - CWB/Goldman Sachs/Tarkett  <ind>  <ind> Notification of 20 January 1994 pursuant to  Article 4 of Council Regulation No 4064/89  1. <ind> The notified operation concerns the acquisition of  joint control by CWB Capital Partners Ltd and Goldman, Sachs of  two companies Tarkett International AB and Tarkett Pegulan AG  through a new company Tarkett International GmbH (Tarkett).  2. <ind> After examination of the notification, the Commission  has concluded that the notified operation falls within the  scope of application of Council Regulation No 4064/89 and does  not raise serious doubts as to its compatibility with the  common market.  I <ind> The Parties  3. <ind> CWB Capital Partners Limited (CWB) is a joint venture  between Standard Chartered Bank (SCB) and WestLB (Europa) AG  (WestLB). WestLB is owned by Westdeutsche Landesbank (75%) and  SudWest Landesbank (25%). CWB's activity is investment  management.  4. <ind> Goldman, Sachs Group LP is the parent company for  subsidiaries which are collectively involved in investment  banking and securities activities. Seven Goldman Sachs funds  are participating in the transaction : Rhein-Donau Capital  Partners GbE, GS Capital Partners LP, Stone Street Fund 1993  LP, Bridge Street Fund 1993 LP, Stone Street Fund 1994 LP,  Bridge Street Fund 1994 LP and Goldman Sachs Investment  Partners Espana CV.  5. <ind> The Tarkett Group is part of the Stora group of  companies. The Tarkett group comprises two companies : Tarkett  Pegulan AG (TPAG) a company registered in Germany and Tarkett  AB (TAB) a company registered in Sweden. The Tarkett Group is  engaged in the manufacture of floor coverings and industrial  foils.    II <ind> The Operation  6. <ind> The operation is a management buy-out of Tarkett from  its current Swedish parent company. It is mainly financed   through two funds which will be managed by CWB and Goldman  Sachs respectively.  Tarkett International GmbH (TI) will  acquire 100% of the issued share capital of TAB and 99% of the  issued share capital of TPAG. TI is a newly created company  whose object is to  purchase and later to hold the shares  of  the Tarkett Group. The main shareholders of TI will be two  different groups of investors each having a participation of  about 44%, the rest of the share capital will be held by the  Tarkett management and a smaller US investment management  partnership,  Hancock. The voting rights attached to the shares  of each of the two large investor groups will be managed  through CWB on the one hand and Goldman Sachs subsidiaries on  the other hand. They will each act as the general partner of  their respective shareholder groups and in this capacity will  exercise the voting rights conferred with the shares in the  common interest of the CWB partnerships and the Goldman Sachs  Funds.   III <ind> Concentrative joint venture  7. <ind> According to the shareholders' agreement, CWB and  Goldman Sachs have certain rights as the managers of the  largest shareholder groups.  These include the right to three  representatives on the Supervisory Board of TI, three  representatives on the Shareholders Committee of TI, the right  to approve the consolidated budgets and rights of information  about TI and the Tarkett Group.   In addition, a number of  management actions require the approval of the shareholders'  committee or for the subsidiaries of the Tarkett Group the  shareholders or for TPAG the approval of the Supervisory Board.   These include the adoption of or variation in any revenue or  capital budgets of any division of the Tarkett Group, any  acquisition or joint venture exceeding DM 1 million or having  any outstanding loans other than specifically allowed for in  the operation.  These rights confer on CWB and Goldman Sachs  the possibility significantly to influence management as well  as rights of veto over certain significant decisions.  CWB and  Goldman Sachs will therefore have joint control over Tarkett.  8. <ind> Tarkett is a fully functioning joint venture.  Neither  CWB nor Goldman Sachs has any other interests in the markets in  which Tarkett operates.   IV <ind> Community dimension  9. <ind> CWB is a joint venture between SCB and WestLB.  SCB  and WestLB each have an equal say in all decisions relevant to  the control of CWB and each company has a right to appoint one  director each of whose consent is required in all decisions  relevant to the control of CWB.  Therefore, for the purposes of  calculating turnover, that of SCB and WestLB is to be  considered.  In 1992, SCB had a worldwide turnover of 3,708  million ECU and a Community turnover of [Read "exceeding 250  million Ecu". The exact figures have been deleted for reasons  of respecting the business secrets.] million ECU.  WestLB had a  worldwide turnover of 13,597 million ECU and a Community  turnover of [Read "exceeding 250 million Ecu".] ECU for the  same period.   <ind> Goldman Sachs worldwide turnover was 6,413 million ECU  and its Community turnover was [Read "exceeding 250 million  Ecu".] ECU. The worldwide turnover of the Tarkett Group in 1992  was 704 million ECU and its Community turnover was [Read  "exceeding 250 million Ecu".] million ECU.   <ind> Both the worldwide and Community turnover thresholds are  met and none of the undertakings achieves two-thirds of its  turnover within one and the same Member State.  The operation  therefore has a Community dimension.  V <ind> Competitive assessment  10. <ind> The Tarkett Group companies manufacture floor  coverings and industrial foils.  CWB and Goldman Sachs are both  involved with investment management and have no other  activities in the markets in which Tarkett operates, their  involvement in the transaction is to facilitate the management  buy-out.  Therefore, there is no affected market and no overlap  between the parties and the operation raises no competition  concerns.  11. <ind> The proposed concentration will therefore not create  or strengthen a dominant position as a result of which  effective competition will be significantly impeded in the  common market or in a substantial part of it.  For the above reasons, the Commission has decided not to oppose  the notified concentration and to declare it compatible with  the common market. This decision is adopted in application of  Article 6(1)(b) of Council Regulation No 4064/89.  For the Commission