CELEX: 31996M0757
Language: en
Date: 1996-07-18 00:00:00
Title: Commission Decision of 18/07/1996 declaring a concentration to be compatible with the common market (Case No IV/M.757 - 3M / Hoechst) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)

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31996M0757

Commission Decision of 18/07/1996 declaring a concentration to be compatible with the common market (Case No IV/M.757 - 3M / Hoechst) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic)  

Official Journal C 266 , 13/09/1996 P. 0009

 COMMISSION DECISION of 18/07/1996 declaring a concentration to be  compatible with the common market (Case No IV/M.757 - 3M / Hoechst)  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 The notifying parties Dear Sirs, Subject :<ind>Case No IV/M.0757 3M/Hoechst <ind><ind>Notification of 19.06.1996 pursuant to Article 4 of Council  Regulation No 4064/89 1.<ind>On 19 June 1996 the Commission received a notification of a  proposed concentration pursuant to Article 4 of Council Regulation (EEC)  No. 4064/89 by which the undertakings Minnesota Mining and Manufacturing  Company (3M) and Hoechst AG (Hoechst) acquire within the meaning of  Article3(1)(b) of the Council Regulation joint control of a newly created  company, constituting a joint venture, by way of an agreement. 2.<ind>After examination of the notification, the Commission has concluded  that the notified operation falls within the scope of the Council  Regulation and does not raise serious doubts as to its compatibility with  the common market and with the functioning of the EEA Agreement.  I. <tab> THE PARTIES' ACTIVITIES AND THE OPERATION 3.<ind>The business activities of the undertakings concerned are : <ind><ind>for 3M : <ind>A wide range of products for both the industrial  and consumer <tab> <tab> sector including abrasives, chemicals, film  products, health care <tab> <tab> products, office and automotive  products. <ind><ind>for Hoechst:<tab> Research, development, production and sales of  chemical, <tab> pharmaceutical and agricultural products. 4.<ind>The joint venture will be jointly controlled by 3M and Hoechst.  After completion of the concentration 3M and its subsidiaries will hold  54% of the shares in the joint venture, and Hoechst and its subsidiaries  46%. Furthermore, the joint venture will perform, on a lasting basis, all  the functions of an autonomous economic entity and its creation will not  give rise to coordination of competitive behaviour of the parties amongst  themselves or between them and the joint venture.  II.<tab> <tab> COMMUNITY DIMENSION 5.<tab> Both 3M and Hoechst have a combined aggregate worldwide turnover  in excess of <ind>ECU 5,000 million (3M, ECU 12,500 billion and Hoechst,  ECU 28,181 billion). Each of them has a Communitywide turnover in excess  of ECU 250 million (3M, ECU 3,066 billion and Hoechst, ECU 13,771  billion), but they do not achieve more than twothirds of their aggregate  Community 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. <tab> COMPATIBILITY WITH THE COMMON MARKET <tab> A. Relevant product markets 6.<ind>The businesses being contributed from Hoechst to the joint venture  are PTFE and melt processable fuoroplastics and, from 3M,  fluoroelastomers. The notifying parties state that there arerelevant  product markets for PTFE, melt processable fluoroplastics and  fluoroelastomers. This is confirmed by both competitors and customers.  However, it is not necessary to conclude on the definition of 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. Relevant geographic markets 7.<ind>The relevant geographic market appears to be at least regional.  Some customers consider the market to be global. However, it is not  necessary to further identify the relevant geographic market because, in  all alternative markets considered, effective competition would not be  significantly impeded in the EEA or any substantial part of that area. <ind>C. Assessment 8. <ind>The only product market in which there is an overlap is that of  the melt processable fluoroplastics market in which the parties' combined  worldwide market share in 1995 was approximately 2.3%. However, it must be  pointed out that 3M, which contributed 0.3% to this figure from its  activities in PCTFE and THV, ceased its PCTFE activities in December 1995.  Consequently, any remaining overlap is minimal. 9.<ind>In view of the market share of the notifying parties, it appears  that the notified operation will have a de minimis 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 RESTRAINTS 10.<ind>The joint venture agreement contains a noncompete clause in  respect of the parents and the joint venture. Such a clause falls within  the scope of paragraph IIIA of the Commission's notice regarding ancillary  restrictions. Consequently, the clause may be considered as ancillary as  it is directly related to and necessary for the implementation of the  concentration in order to protect the value of the assets transferred. V.<ind>CONCLUSION 11.<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,