CELEX: 31996M0732
Language: en
Date: 1996-04-18 00:00:00
Title: Commission Decision of 18/04/1996 declaring a concentration t be compatible with the common market (Case No IV/M.732 - Nordic Capital / Euroc) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31996M0732

Commission Decision of 18/04/1996 declaring a concentration t be compatible with the common market (Case No IV/M.732 - Nordic Capital / Euroc) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 159 , 04/06/1996 P. 0005

  COMMISSION DECISION of 18/04/1996 declaring a concentration  to be compatible with the common market (Case No IV/M.732 -  Nordic Capital / Euroc) 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:  Subject : Case No IV/M.0732  Nordic Capital/Euroc     Notification of 12.03.1996 pursuant to Article 4 of  Council Regulation No 4064/89  1. On 12 March 1996 Atle AB (Atle), Investment AB Bure  (Bure), Allmaenna Pensionsfonden 4:e fondstyrelsen (AP4:e),  Handelsbanken Livfoersaekringsaktiebolag (SHB),   Livfoersaekringsaktiebolaget Skandia (Skandia) (these  companies are hereinafter referred to as "the Investors"),  represented by Nordic Capital Svenska AB (see also case No  IV/M.625  Nordic Capital/Transpool), and Swedetech Ltd  (Swedetech) jointly notified a transaction whereby they will  acquire joint control of the company Euroc Bygghandel AB.  2. After examination of the notification, 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.  I.         THE PARTIES          Investor companies   3. Atle is a Swedish investment company whose business  strategy is to invest  directly as well as indirectly   through other venture capital organizations, in small and  medium sized Swedish companies. Atle has more than 70 such  investments of which most are in companies with less than  500 employees. Investments are spread over a large range of  sectors such as food, leisure, wastehandling, engineering  and information technology.  4. Bure is a Swedish investment company which currently has  interests in the engineering industry and in the production  of food (confectionery).  5. AP4:e is the fourth fund of the Swedish General Pension  Fund which is a public organization whose activity consists  of investing pension funds for various profitable purposes.  The General Pension Fund consists of five independent  entities (Boards) each of which has its own board of  directors. The parties have confirmed that only the fourth  and the fifth board are allowed to invest in shares of  companies and comparable securities, and that there is no  coordination of the activities of the voting rights in a  particular company. Furthermore, AP4:e is only allowed to  have at most 10% of the capital or voting rights in a  company which shares are listed on a stock exchange.  6.  SHB is ultimately owned by Svenska Handelsbanken.  Svenska Handelsbanken is a Swedish banking group with a  universal range of banking services. It is also active in  the area of life assurance.  7. Skandia is ultimately owned by Foersaekringsaktiebolaget  Skandia. Foersaekringsaktiebolaget Skandia is a Swedish group  of companies which is active in life assurance, nonlife  insurance and reinsurance.   8. Swedetech Ltd (Jersey) is ultimately owned by Atle.  Swedetech Ltd is an investment company investing in small  and medium sized industrial enterprises.          Acquired company  9. The target company of the operation is Euroc Bygghandel  AB. The owner of Euroc Bygghandel is ultimately Euroc AB,  Sweden's largest building materials group. Euroc Bygghandel  is a relatively small company in this group. It has nine  subsidiaries located in thesouthern parts of Sweden with a  number of outlets selling products to the  building/construction industry. In addition to this, Euroc  Bygghandel is also active on the wholesale market for mainly  sawn and planed wood. A limited part of the activities also  include sales and services of floors.  II.        THE OPERATION  10. The Investors have authorized Nordic Capital Svenska AB  (Nordic Capital) to act on their behalf in the operation.  Nordic Capital is an investment company jointly controlled  by Atle, Bure, AP4:e, SHB and Skandia. Nordic Capital  structures and recommends structural investments and buyouts  to its parent companies. The Investors and Swedetech will  acquire all the shares in Euroc Bygghandel from Euroc Trade  and thereby obtain joint control of Euroc Bygghandel. The  investor companies' shares of Euroc Bygghandel will be  distributed as follows:            Atle   //   16%            Bure   //   12%            AP4:e   //   12%            SHB   //    4%            Skandia   //   20%            Swedetech   //   36%  III.         THE CONCENTRATION  11. Euroc Bygghandel is an existing company with all the  assets and resources necessary to enable it to perform all  the functions of an autonomous economic entitity. The  operation involves a change from sole control by one company  to joint control by six companies of Euroc Bygghandel. The  resulting joint venture has a concentrative character within  the meaning of the Merger Regulation. According to the  shareholders' agreement the Investors will jointly be  entitled to appoint three out of eight board members and  Swedetech two board members. In addition to this the  Investors and Swedetech are entitled to jointly appoint two  board members. The Managing Director shall also be a member  of the board.  12. As regards resolutions by the Board of Directors,  unanimity among the five boardmembers appointed by the  Investors and Swedetech as mentioned above is required in  decisions regarding the appointment of or dismissal of the  managing director, the adoption of budget or financial  statements and decisions regarding acquisitions and sales of  shares and other assets as well as investments or other  expenditures exceeding 23 million ECU.   13. Since none of the Investors and Swedetech are involved  in or related to any of the markets of Euroc Bygghandel the  acquisition will not give rise to coordination of the  competitive behaviour between the investors companies or  between them and Euroc Bygghandel.  IV.                COMMUNITY DIMENSION  14. The undertakings concerned have an aggregate worldwide  turnover of more than ECU  5 billion. Moreover, at least two  of the companies involved have a Communitywide turnover in  excess of 250 million ECU. Of these companies at least one  does not achieve more than twothirds of its aggregate  Communitywide turnover within one Member State. The notified  operation therefore has a Community dimension.  V.         COMPATIBILITY WITH THE COMMON MARKET          A. Relevant product and geographic markets  15. It is not necessary to define the relevant product and  geographic markets since even on the widest or narrowest  definition of these markets the present concentration would  not raise any competition problems.          B. Assessment  16. There is no overlap in the present case since the  Investors and Swedetech are not engaged in business  activities in the same product market, or in a product  market which is related to a product market in which anyone  of them is active. Therefore, no addition of market shares  will result from the concentration.   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,