CELEX: 31996M0789
Language: en
Date: 1996-07-15 00:00:00
Title: Commission Decision of 15/07/1996 declaring a concentration to be compatible with the common market (Case No IV/M.789 - Enderly / S.B.E.) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31996M0789

Commission Decision of 15/07/1996 declaring a concentration to be compatible with the common market (Case No IV/M.789 - Enderly / S.B.E.) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 266 , 13/09/1996 P. 0007

 COMMISSION DECISION of 15/07/1996 declaring a concentration to be  compatible with the common market (Case No IV/M.789 - Enderly / S.B.E.)  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.789  ENDERLY/S.B.E. <tab> <ind> Notification of 17 June 1996 pursuant to Article 4 of Council  Regulation (EEC) No. 4064/89 1<ind> On 17.06.1996, the Commission received a notification of a proposed  concentration pursuant to Article 4 of Council Regulation (EEC) No.  4064/89 [OJ No L 395 of 30.12.1989; Corrigendum: OJ No L 257 of  21.09.1990, p. 13.] by which ENDERLY HOLDINGS  LIMITED (EHL), jointly  controlled by Indelec Holding AG, a wholly owned subsidiary of  Swiss Bank  Corporation (SBC), and by QCM Private Equity Fund LP (QCM),  controlled by  Crédit National S.A., acquires within the meaning of Article 3(1)(b) of  the Council Regulation, the control over the electronics division of  Williams Holdings plc (WHP)  by way of the purchase of all of WHP's  shareholdings in the group of companies known as SAIABurgess Electronics  (SBE) which constitutes the electronics division of WHP.  2.<ind> After examination of the notification, 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 business activities of the undertakings concerned are : <ind> <ind> for  EHL:  investment holding; <tab> <ind> for SBC and Crédit National S.A.: banking and investment;  <ind> <ind> for SBE: designing, manufacturing and selling  electromechanical microswitches, small electromechanical motors and small  electronic controllers. It also designs and supplies complete solutions  and subsystems integrating microswitches, motors and electronics  technology. 4.<ind> EHL is an investment and holding company which was constituted by   Indelec Holding AG (controlled by  SBC) holding 40.39% of the capital; QCM  (controlled by Credit National S.A.) with 35.81%; WHP with 21.22% and  managers  with 2.58%. EHL is jointlycontrolled by Indelec Holding AG and  by QCM. II.<ind> COMMUNITY DIMENSION  5.<ind> The combined aggregate worldwide turnover of SBC, Crédit National  S.A. and  SBE exceeded ECU 5,000 million  in the last financial year  calculated in accordance with Article 5 of the Merger Regulation. (1/10 of  the total assets of SBC amounted to ECU 19,540 million, 1/10 of the total  assets of Crédit National amounts to ECU 5,115 million and the turnover of  SBE amounted to ECU 130 million). SBC and Crédit National have a  Communitywide turnover in excess  of ECU 250 million but do not achieve  more than twothirds of their aggregate Communitywide turnover within one  and the same Member State. The notified operation therefore has a  Community dimension but does not constitute a cooperation case under the  EEA Agreement. III.  COMPATIBILITY WITH THE COMMON MARKET <ind> a)<ind> Relevant product market 6.<ind> The business being acquired is active in electromechanical  switches, motors and controllers. The notifying party states that  microswitches, motors and controllers form relevant product markets.  However, it is not necessary to further identify the relevant product  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> b)<ind> Relevant geographic market 7.<ind> The relevant geographic market appears to be at least regional.  However, it is not necessary to identify further the relevant geographic  market because, in all alternative geographic markets considered,  effective competition would not be significantly impeded in the EEA or any  substantial part of that area. <tab> c)<ind> Assessment 8.<ind> There is no overlap between the activities of EHL and SBE. <ind>  9.<ind> In view of the market position of the notifying party it appears  that the notified operation will have no impact on competition in the  European Union and, consequently, effective competition would not be  significantly impeded in the EEA or any substantial part of that area. IV.<ind> ANCILLARY RESTRICTIONS 10.<ind> Various noncompetition covenants have been submitted, by the  notifying party, to the Commission to seek agreement that they constitute  ancillary restrictions. These covenants state that Williams Holdings plc  will not, for a period of five years, be concerned in any business that  competes with that of SBE at the time of its sale to EHL. The geographic  scope of these covenants is limited to where SBE is carrying on business  at the date of completion. 11.<ind> Paragraph IIIA3 of the Commission's notice, regarding  restrictions ancillary to concentrations, accepts that a prohibition on  competition for a period of five years is appropriate when goodwill and  knowhow is transferred. Paragraph IIIA3 limits the geographic scope of  such a prohibition to the area where the vendor company has established  the product before the transfer. 12.<ind> Accordingly, these covenants can be accepted as ancillary in  those countries where SBE is carrying on business prior to completion. V.<ind> CONCLUSION 13.<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. <tab> <tab> <tab> <tab> <tab> For the Commission