CELEX: 31995M0588
Language: en
Date: 1995-05-15 00:00:00
Title: COMMISSION DECISION of 15/05/1995 declaring a concentration to be compatible with the common market (Case No IV/M.588 - Ingersoll Rand / Clark Equipment) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31995M0588

COMMISSION DECISION of 15/05/1995 declaring a concentration to be compatible with the common market (Case No IV/M.588 - Ingersoll Rand / Clark Equipment) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 154 , 21/06/1995 P. 0004

  COMMISSION DECISION of 15/05/1995 declaring a concentration  to be compatible with the common market (Case No IV/M.588 -  Ingersoll Rand / Clark Equipment) 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  MERGER PROCEDURE  ARTICLE 6(1)a DECISION  PUBLIC VERSION  To the notifying party  Dear Sirs,  Subject :<ind> Case No IV/M.588  INGERSOLLRAND/CLARK  EQUIPMENT  <ind> <ind> Notification of 5.4.1995 pursuant to Article 4  of Council Regulation N  4064/89  1.<ind> The abovementioned operation concerns the  acquisition by IngersollRand Company (IR) of Clark Equipment  Company (CE).  2.<ind> After examination of the notification, the  Commission has concluded that the notified operation does  not have a Community dimension, and therefore does not fall  within the scope of the Merger Regulation.  I.<ind> THE PARTIES   3.<ind> IR is a U.S. corporation which together with its  subsidiaries is active in the manufacture and sale of  nonelectrical machinery and equipment, including  construction and mining machinery, compressors,  turbomachinery, industrial pumps, bearingsand other items.  4.<ind> CE is a U.S. company active in the design,  manufacture and sale of loaders and related construction  equipment, asphalt paving machines, axles and  transmissions.    II.<ind> THE OPERATION    5.<ind> The case was notified on 5th April  1995. The  proposed operation consists in the acquisition by IR of CE  by way of purchase of shares.      6.<ind> Initially, CE's board of directors advised  shareholders to reject IR's offer  but later an agreement  was reached.  The acquisition will still proceed by way of  the public offer announced.    III. CONCENTRATION    7.<ind> The acquisition of CE by IR constitutes a  concentration within the meaning of article 3(1) (b) of the  merger regulation.    IV. COMMUNITY DIMENSION    8.<ind> The combined worldwide turnover of the parties  exceeds 5,000 million ECU.       <ind> The aggregate EU turnover of IR exceeds 250 million  ECU.    <ind> CE's 1994 EU turnover amounted to [...][Deleted  business secret.] million ECU.  On 5th March 1995 CE sold  its 50% share in the Dutch earthmoving equipment company VME  to Volvo.  Following clearance by the Commission [See  Commission Merger Regulation 6(1)(b) decision no M.575  Volvo/VME of 11th April 1995.], this sale was closed on 13th  April 1995.  CE's 1994 EU turnover without VME would have  amounted to [...] [Less than 250.] million ECU.    9.<ind> On March 28th 1995 IR launched an offer for CE  containing the following condition:    <ind> IR "may terminate or amend the offer ....... if  ........ (CE) shall not have consummated the sale of its 50%  interest in VME ... and ... the definitive agreement to sell  such interest ... shall have been cancelled or terminated,  or shall have been amended in a manner that is materially  adverse to (CE), or shall otherwise no longer remain in full  force and effect ...".    10.<ind> This condition contained in the offer for CE as  notified by IR under the Merger Regulation shows that IR's  offer was for the purchase of CE without CE' 50% share in  VME [See paragraph 27 of Commission Notice on calculation of  turnover, OJ No. C 385/21 of 21.12.94:  "Thus (...) or where  such a divestment (...) is a precondition for the operation,  the turnover generated (...) must be subtracted (...)." ].   Since, as stated above, CE's 1994 turnover without VME would  have been less than 250 MECU, the conditions of Article  1.2(b) of the Merger Regulation are not satisfied, and the  notified transaction does not have a Community dimension.  V.<ind> CONCLUSION    11.<ind> Based on the above, the Commission has concluded  that the notified operation does not have a Community  dimension within the meaning of Article 1 of the Merger  Regulation and therefore does not fall within the scope of  the Merger Regulation.  This decision is adopted in  application of Article 6(1)(a) of Council Regulation No  4064/89.    <tab> For the Commission,