CELEX: 31994M0508
Language: en
Date: 1994-10-28 00:00:00
Title: COMMISSION DECISION of 28/10/1994 declaring a concentration to be compatible with the common market (Case No IV/M.508 - BHF / CCF (II)) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31994M0508

COMMISSION DECISION of 28/10/1994 declaring a concentration to be compatible with the common market (Case No IV/M.508 - BHF / CCF (II)) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 318 , 15/11/1994 P. 0007

 COMMISSION  DECISION of 28/10/1994 declaring a concentration to be compatible with the common market (Case No IV/M.508  - BHF  /  CCF (II)) 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 N  IV/M.508  BHF/CCF (II) <ind>  <ind>  Your  notification of  29.9.1994  pursuant  to Article 4 of Council Regulation N  4064/89 1.<ind>  On  29 September 1994 Crédit Commercial  de  France S.A.  (CCF) and Berliner Handels und Frankfurter Bank  (BHF) notified  an  operation  by which they  will  acquire  joint control  of  CCF  Finanziaria SpA and CCF Finanzas  SA   two small  financial institutions established in Italy and Spain respectively  which  were prior to  the  notified  operation exclusively controlled by CCF. 2.<ind>   After   examination  of  the   notification,   the Commission  has concluded that the proposed operation  falls within  the  scope of the Council Regulation No 4064/89  and does  not raise serious doubts as to its compatibility  with the common market and the functioning of the EEA Agreement. I.<tab> THE OPERATION AND THE PARTIES 3.<ind>  CCF  and  BHF acting through a  jointly  controlled vehicle,  European Corporate Financial Holding  (ECFH)  will acquire  a 60% shareholding in two subsidiaries of CCF,  CCF Finanziaria  (Italy)  and CCF Finanzas  (Spain).   CCF  will retain  a 20% shareholding in each company and the remaining 20%   is   to   be   acquired  by  Charterhouse   Bank   Ltd (Charterhouse) which is itself jointly controlled by BHF and CCF (see case n IV/M.319  BHF/CCF/Charterhouse). 4.<ind>  BHF  is  a  German bank whose main  activities  are commercial banking and financial services.  CCF is a  French bank   whose  main  activities  are  commercial  and  retail banking.   CCF  Finanziaria and CCF  Finanzas  are  existing undertakings  engaged in providing mergers and  acquisitions advice in Italy and Spain respectively. III.<tab> CONCENTRATION 5.<ind>  CCF Finanziaria and CCF Finanzas will be controlled by ECFH which will own the majority of the share capital and voting  rights in both companies.  ECFH is a holding company established  as  vehicle for BHF and CCF to acquire  jointly corporate finance businesses outside their domestic markets. Consequently,  CCF  Finanziaria and  CCF  Finanzas  will  be jointly controlled by BHF and CCF. 6.<ind>  CCF  Finanziaria  and  CCF  Finanzas  are  existing enterprises   which  have  the  personnel  and   the   basic facilities   to  perform  in  the  field  of   mergers   and acquisitions advice services all the functions of autonomous economic  entities on a long term basis.  On the other  hand it  is  very unlikely that the notified operation will  give rise  to  coordination  between the parent  companies  since neither  of the parents are active on the geographic markets of the joint ventures (see paragraphs 10 and 11 below). 7.<ind>  Therefore, the joint acquisition of CCF Finanziaria and  CCF Finanzas by BHF and CCF is a concentration  as  the joint ventures are fullfunction autonomous economic entities performing  on a lasting basis and there is no  coordination of the competitive behaviour of the undertakings concerned. III.<tab> COMMUNITY DIMENSION 8.<ind>  The  enterprises concerned had in 1993  a  combined aggregate worldwide turnover, calculated in accordance  with Article 5(3)(a) of the Merger Regulation, in excess of 5,000 million  ECU (onetenth of total assets of CCF 4,998  million ECU  and of BHF 3,030 million ECU). Both BHF and CCF have  a Communitywide turnover in excess of 250 million ECU  and  do not   achieve   more  than  twothirds  of  their   aggregate Communitywide  turnover in one and the  same  Member  State. The operation therefore has a Community dimension. IV.<tab> COMPATIBILITY WITH THE COMMON MARKET 9.<ind> M &A advice is a services activity which consists on advising companies on public bids and defences as well as on private company sales and purchases. 10.<ind>  Although many M & A transactions are  crossborder, it  is  important to distinguish the activity, which may  be international  in scope from the service provided  which  is national  in scope.  The national character of M & A  advice services  results from a number of factors such as the  need for  detailed knowledge of local corporate law and  business structures, accounting rules, regulatory regimes and  market practices (see case n  IV/M.319  BHF/CCF/Charterhouse).   In practice,  the provision of M & A advice services  generally requires  that  the principal advisor should  be  physically established  in  the  country where the  target  company  is situated.  Therefore, the relevant geographic markets in the present  case  are  the Italian and Spanish  M  &  A  advice services markets in which the two J.Vs are established. 11.<ind> As a result of the present operation, CCF withdraws from  the  Spanish and Italian M&A advice services  markets, apart  from  its  interests in the  two  jointly  controlled subsidiaries.  Furthermore, the parent  companies,  BHF  and CCF,  have  agreed  that neither of them nor  any  of  their subsidiaries  shall be or remain engaged in  M  &  A  advice services   in  a  country  in  which  a  jointly  controlled subsidiary  is  carrying  out the  same  kind  of  activity. Therefore  the  present operation will  not  result  in  any addition   of  market  shares  in  the  relevant  geographic markets, Italy and Spain. 12.<ind>  Both  CCF  Finanziaria and CCF Finanzas  are  very small  undertakings.  CCF Finanziaria  achieved  in  1993  a total  turnover of less than [...] (amount deleted  business secret)  ECUs and employed 6 persons only.  CCF Finanzas  is even  smaller  as  its turnover did not exceed  [...](amount deleted   business secret) ECUs in 1993 and it  had  only  3 employees.   The  most important players in the Italian  and Spanish   M   &   A  advice  markets  are  local   financial institutions such as Mediobanca and Euromobiliare  in  Italy and  Banco de Santander, Banco Bilbao Vizcaya and Mercapital in Spain.  In both countries there is also a large number of other players including major international investment banks such as, for example, J. P. Morgan, Morgan Stanley, and  the Swiss  Bank Corporation in Italy and Goldman Sachs,  Solomon Brothers, J. P. Morgan and Morgan Grenfell in Spain. V.<tab> CONCLUSION 13.<ind>  The  Commission has decided for the above  reasons 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 and article 57 of the EEA agreement. For the Commission