CELEX: 31996M0787
Language: en
Date: 1996-07-22 00:00:00
Title: COMMISSION DECISION of 22/07/1996 declaring a concentration to be compatible with the common market (Case No IV/M.787 - PTT POST / TNT - GD NET) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31996M0787

COMMISSION DECISION of 22/07/1996 declaring a concentration to be compatible with the common market (Case No IV/M.787 - PTT POST / TNT - GD NET) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 360 , 29/11/1996 P. 0003

 COMMISSION DECISION of 22/07/1996 declaring a concentration to be  compatible with the common market (Case No IV/M.787 - PTT POST / TNT - GD  NET) according to Council Regulation (EEC) No 4064/89  (Only the English text is authentic) The paper version of the decision is available through the sales offices  of the Office of Official Publications of the European Communities. PUBLIC VERSION MERGER PROCEDURE ARTICLE 6(1)(b) DECISION To the notifying parties Dear Sirs, Subject :<ind> Case No IV/M.787  PTT POST / TNT  GD NET <ind> <ind> Notification of 19 June 1996 pursuant to Article 4 of Council  Regulation No 4064/89 1<ind> On 19 June  1996 PTT Post NV (Netherlands) (PTT Post) and TNT Ltd  (Australia) notified to the Commission their intended acquisition of joint  control of GD Express Worldwide NV (GD Express) (Netherlands). 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 and with the functioning of the EEA  Agreement. <tab> I<ind> THE PARTIES 3<ind> PTT Post, which is owned by Koninklijke PTT Nederland, is the  postal administration for the Netherlands.  It is engaged mainly in the  provision of postal services, [deleted for publication].  Since the  Commission made its decision IV/M.102 TNT/GD Net the Dutch state has  reduced its shareholding in Koninklijke PTT to less than 45 per cent.  TNT  is an independent publicly quoted company. [...]. The business of TNT  includes also airlines, tourism and aircraft leasing. <tab> II<ind> THE OPERATION 4<ind> Introduction <ind> The operation reverses in part the concentration approved by the  Commission in  IV/M.102 TNT/GD Net (2 December 1991).  The earlier  operation involved the creation by, on the one hand, five national postal  administrations (Canada Post Corporation, Deutsche Bundespost Postdienst  (now Deutsche Post AG), La Poste (France), PTT Post and Sweden Post) and,  on the other hand, TNT Ltd. (Australia) of GD Express, a concentrative  joint venture to supply international express delivery and similar  services.  The postal administrations coordinate their participation in GD  Express through a vehicle, GD Net BV (Netherlands), the structure of which  requires them to act as a single unit.  GD Net and TNT have equal powers  in GD Express.  GD Express is therefore at present jointly controlled by  the five postal administrations and TNT. 5<ind> Canada Post, Deutsche Post and La Poste will now sell their shares  in GD Net to PTT Post Beheer BV, a subsidiary of PTT Post, and Nordic  Postgroup BV, a subsidiary of Sweden Post.  PTT Post will then control 54  per cent and Sweden Post 46 per cent of the shares in GD Net. <ind> Autonomous economic entity 6<ind> The resources of and the functions performed by GD Express will not  change as a result of the operation.  It will therefore continue to  perform on a lasting basis all the functions of an autonomous economic  entity, as the Commission concluded in IV/M.102 TNT/GD Net. <ind> Joint control 7<ind> Under a new shareholders agreement for GD Net decisions will be  taken by a normal majority.  Although PTT Post and Sweden Post [Deleated  for publication.  Read  must use their best endeavours] to reach a  consensus on specified major decisions  eg the appointment of managing  directors of GD Net  in the event of deadlock the wishes of PTT Post will  prevail, Sweden Post having the right to sell its shares to PTT Post. 8<ind> In other respects the agreements governing GD Express will be  unchanged.  Since therefore PTT Post will control GD Net, PTT Post and TNT  will jointly control GD Express. <ind> Absence of coordination 9<ind> The conclusion reached by the Commission in IV/M.102 TNT/GD Net  that the possibility of coordination between the parents was likely to be  negligible is unaffected by the present operation. <ind> Conclusion          10<ind> The operation thus involves the transition from one form of joint  control of GD Express (ie by on the one hand the five postal  administrations and on the other hand TNT) to another form of joint  control (ie by PTT Post and TNT).  It accordingly leads to a significant  change in the quality of control of GD Express and therefore constitutes a  concentration within the meaning of article 3(1)b of the Regulation. <ind> III<ind> CONCENTRATION OF COMMUNITY DIMENSION 11<ind> Koninklijke PTT (MECU 9,550), TNT (MECU 3,770) and GD Express  (MECU 1,180) have a combined aggregate worldwide turnover in excess of  MECU 5000. Each of them (Koninklijke PTT  MECU 9,431, TNT  MECU 1,130 and  GD Express   MECU 836) has a Communitywide turnover in excess of MECU 250.   Koninklijke PTT alone achieves more than twothirds of its aggregate  Communitywide turnover within one member State (MECU 9,361 in the  Netherlands). 12<ind> The operation therefore has a Community dimension within the  meaning of Article 3(1)(b) of the Regulation.  It does not qualify as a  cooperation case with the EFTA Surveillance Authority. <ind> IV<ind> COMPATIBILITY WITH THE COMMON MARKET <ind> a)<tab> Relevant product markets and geographical reference markets 13<ind> In IV/M.102 TNT/GD Net the Commission identified the following  product markets  (1)  international express delivery, (2)  international  express freight and (3)  remail (international mail);  for each it  considered the market to be national.  These definitions remain valid, and  GD Express will continue to operate on each of these markets. <tab> b)<tab> Competitive assessment 14<ind> The present operation makes no change to the existing market  structure. Since it is an operation by which three parties leave the joint  venture, it cannot in any way increase the share of GD Express on any  market.  The possible effects of the operation can be only procompetitive.   In particular Deutsche Post and La Poste will reenter markets in which GD  Express is active, notably the international express delivery markets in  Germany and France. <tab> V<tab> RELATIONS BETWEEN PTT POST AND GD EXPRESS 15<ind> At points 51, 52, 55 (footnote 1) of and the Annex to IV/M.102  TNT/GD Net the Commission recorded statements by the four European postal  administrations to the effect that any express delivery related services  and mail and parcel services in the remail chain supplied by the postal  administrations to GD Express would also be supplied by them to  competitors of GD Express on equivalent terms, and that, in subcontracting  to clear any international express delivery consignments through customs,  the postal administrations would not claim or use the socalled postal  privilege entailing relaxed customs procedures and formalities.   PTT Post  has confirmed that these statements will continue to apply to it following  the operation. <ind> VI<ind> CONCLUSION 16<ind> For the foregoing reasons, the proposed concentration does not  raise serious doubts as to its compatibility with the common market and  with the functioning of the EEA Agreement. 17<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,