title: Commission Decision of 27/07/2018 declaring a concentration to be compatible with the common market (Case No COMP/M.8883 - PPF Group N.V.) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

text:
                                EUROPEAN COMMISSION
                                                                Brussels, 27.7.2018
 In the published version of this decision, some
 information has been omitted pursuant to Article
                                                                C(2018) 5150 final
 17(2) of Council Regulation (EC) No 139/2004
 concerning non-disclosure of business secrets and
 other confidential information. The omissions are                      PUBLIC VERSION
 shown thus […]. Where possible the information
 omitted has been replaced by ranges of figures or a
 general description.
                                                                To the notifying party
Subject:            Case M.8883 – PPF Group / Telenor Target Companies
                     Commission decision pursuant to Article 6(1)(b) of Council
                     Regulation No 139/20041 and Article 57 of the Agreement on the
                     European Economic Area2
Dear Sir or Madam,
(1)     On 22 June 2018, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which PPF Group
        N.V. ("PPF") intends to acquire sole control of Telenor Bulgaria EAD ("Telenor
        Bulgaria"), Telenor Magyarország Zrt. ("Telenor Hungary"), Telenor Real Estate
        Hungary Zrt., Telenor Common Operation Zrt., Telenor d.o.o. Podgorica ("Telenor
        Montenegro") and Telenor d.o.o. Beograd ("Telenor Serbia") (together the "Telenor
        Target Companies"), by way of purchase of shares (the "Transaction").3
        PPF is designated hereinafter as the "Notifying Party" and, together with the
        Telenor Target Companies, as the "Parties".
1.        THE PARTIES
(2)     PPF is a large multinational finance and investment group focusing on financial
        services, consumer finance, telecommunications, biotechnology, retail services, real
        estate, agriculture and transportation. PPF started its operations in the Czech
1    OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation') . With effect from 1 December 2009, the Treaty on
     the Functioning of the European Union ('TFEU') has introduced certain changes, such as the
     replacement of 'Community' by 'Union' and 'common market' by 'internal market'. The terminology of
     the TFEU will be used throughout this decision.
2    OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
3    Publication in the Official Journal of the European Union No C 230, 2.7.2018, p. 9.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak---        Republic and is now mainly active in the Czech Republic, Slovakia and, in sectors
       other than telecommunications, also in Russia, Germany, the Netherlands, the
       United Kingdom, the U.S., China, India, Vietnam, Indonesia and the Philippines.
       PPF is controlled by Mr. Petr Kellner.
(3)    The Telenor Target Companies are active primarily in telecommunications, acting
       as mobile operators in Bulgaria, Hungary, Serbia and Montenegro. The core of
       their activities therefore lies in providing mobile telecommunication services to
       end customers. The scope of activities of the Telenor Target Companies is mainly
       confined to the countries of their incorporation, for which they hold the relevant
       telecommunication licenses.
2.      THE OPERATION
(4)    On 21 March 2018, a Share Sale and Purchase Agreement was concluded among
       inter alia (i) Telenor Eiendom Holding AS, (ii) Telenor Mobile Communications
       AS, (iii) Telenor A/S, and (iv) Telenor Communication II AS, as sellers, and PPF
       TMT Bidco 1 B.V., as purchaser, pursuant to which PPF will, indirectly, through
       PPF TMT Bidco 1 B.V., acquire: (i) 100% of the shares in Telenor Bulgaria, (ii)
       100% of the shares in Telenor Hungary, (iii) 100% of the shares in Telenor Real
       Estate Hungary Zrt. 4, (iv) 100% of the shares in Telenor Common Operation Zrt.,
       (v) 100% of the share capital in Telenor Montenegro and (v) 100% of the share
       capital in Telenor Serbia.
(5)    The Transaction constitutes a concentration within the meaning of Article 3(1)(b)
       of the Merger Regulation.
3.      EU DIMENSION
(6)    The undertakings concerned have a combined aggregate world-wide turnover of
       more than EUR 5 000 million5 (PPF: EUR […] million; the Telenor Target
       Companies: EUR […] million; combined: EUR […] million; in 2017). Each of
       them has an EU-wide turnover in excess of EUR 250 million (PPF: EUR […]
       million; the Telenor Target Companies: EUR […] million; in 2017), but they do
       not achieve more than two-thirds of their aggregate EU-wide turnover within one
       and the same Member State.
(7)    The notified operation therefore has an EU dimension pursuant to Article 1(2) of
       the Merger Regulation.
4.      RELEVANT MARKETS
(8)    The Transaction does not result in any horizontal overlap in the EEA in the
       telecommunications sector because the activities of the Parties are confined to the
       territories for which they hold the respective telecommunication licenses, i.e.
       Bulgaria and Hungary in the case of the Telenor Target Companies, and the Czech
4   The activities of Telenor Real Estate Hungary Zrt. are limited to a particular real estate property where
    the headquarters of Telenor Hungary are located [details of company’s activities].
5   Turnover calculated in accordance with Article 5 of the Merger Regulation.
                                                        2
 ---pagebreak---        Republic and Slovakia in the case of PPF (through its subsidiaries O2 CR and O2
       SK).
(9)    PPF and the Telenor Target Companies are present upstream in (i) wholesale
       international roaming services; (ii) wholesale mobile call termination services and
       (iii) wholesale fixed call termination services in the EEA countries in which the
       Parties are present (i.e. PPF in the Czech Republic and Slovakia, the Telenor
       Target Companies in Bulgaria and Hungary). Those services are vertically linked
       to (i) the retail supply of mobile telecommunications services and (iii) the retail
       supply of fixed telephony services to end customers.
4.1.     Retail mobile telecommunications services
(10) Mobile telecommunications services to end customers include services for national
       and international voice calls6, SMS (including MMS and other messages), mobile
       internet data services and retail international roaming services.
         4.1.1.    Product market definition
(11) The Notifying Party submits that in the present case, the relevant product market
       should be defined, in line with the Commission’s previous decisional practice, as
       the overall retail market for mobile telecommunications services without further
       segmentation.
(12) The Commission considers that, in line with its previous practice, 7 the product
       market for retail mobile telecommunications services includes mobile services
       such as voice, SMS/MMS, data and international roaming services, considering
       that all providers offer all these types of services to their customers.
(13) The Commission has also considered whether the product market can be further
       segmented between residential and business customers and whether "over-the-top"
       ("OTT") services should be considered as part of the market. In any case, for the
       purpose of the present decision, the exact product market definition in relation to
       the provision of retail mobile telecommunications services can be left open as the
       Transaction does not give rise to serious doubts as to its compatibility with the
       internal market under any possible market definition.
         4.1.2.    Geographic market definition
(14) The Notifying Party considers that the market should be considered national in
       scope in line with previous Commission decisions.
6   The term international voice calls is used for calls that are made by a domestic user when in its home
    country, but that terminate at destinations which are abroad such as if the receiving number is a foreign
    one.
7   For example Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G
    Austria/Orange Austria; Commission decision of 11 May 2016 in case M.7612 - Hutchison 3G UK /
    Telefónica, Commission decision of 3 August 2016 in case M.7978 – Vodafone/Liberty Global/Dutch
    JV.
                                                         3
 ---pagebreak--- (15) The Commission has consistently found that the markets for retail mobile services
       provided to end consumers are national in scope.8
(16) The Commission considers the market for retail mobile services to be national in
       scope, taking into account the fact that licences to mobile operators are granted on
       a national basis.
4.2.    Retail fixed telephony services
(17) On the market for retail supply of fixed telephony services, operators provide fixed
       voice services to end customers. In line with previous Commission decisions, fixed
       voice services include the provision of connection services or access at a fixed
       location or address to the public telephone network for the purpose of making and
       receiving calls and related services.9
         4.2.1.     Product market definition
(18) The Notifying Party submits that in the present case, the relevant product market
       should be defined, in line with previous Commission decisions, as the overall retail
       market for fixed line telephony services, including VoIP services.
(19) In previous decisions, the Commission considered that a distinction between local /
       national and international calls as well as between residential and business
       customers may not be relevant.10 The Commission did not take a definitive view
       with regard to these possible further segmentations of the retail fixed telephony
       services market. The Commission concluded however that traditional fixed voice
       services and managed VoIP services are interchangeable within a single market for
       the retail supply of fixed telephony services.11
(20) For the purpose of the present decision, the exact product market definition can be
       left open as the Transaction does not give rise to serious doubts as to its
       compatibility with the internal market under any possible market definition.
         4.2.2.     Geographic market definition
(21) The Notifying Party considers the market to be national in scope, based on the
       Commission's precedents.
(22) The Commission considers the market for the supply of fixed telephony services to
       be national in scope, as this reflects the continuing importance of the role of
       national regulation in the telecommunications sector, the supply of upstream
       wholesale services on a national basis, as well as the fact that the pricing policies
       of telecommunications providers are predominantly national.12
8   Commission decision of 26 April 2006 in case COMP/M.3916 – T-Mobile Austria/Tele.ring, recital
    19; Commission decision of 20 September 2013 in case COMP/M.6990 – Vodafone/Kabel
    Deutschland, recitals 218-219.
9   Commission decision of 3 July 2012 in case M.6584 – Vodafone/Cable&Wireless, recital 11.
10 Commission decision of 29 June 2009 in case M.5532 – Carphone Warehouse/Tiscali UK, recital 37.
11 Commission decision of 20 September 2013 in case M.6990 – Vodafone/Kabel Deutschland, recitals
    130-131.
12 Commission decision of 7 December 2006 in case M.4442 – Carphone Warehouse Group plc/AOL
    UK, recital 22.
                                                     4
 ---pagebreak--- 4.3.    Wholesale mobile call termination services
(23) When someone calls a mobile phone connected to a different network that call is
      terminated on the network of the receiving mobile phone. In order for a retail
      mobile service provider to be able to provide calls to a different network, it must
      purchase wholesale terminations services on these other networks. This is done
      through interconnection agreements between the various network operators.
        4.3.1.   Product market definition
(24) The Notifying Party submits that each individual mobile network constitutes a
      separate market for call termination because the operator transmitting the call can
      reach the intended recipient only through the operator of the network to which the
      recipient is connected. There is thus no substitute for call termination on each
      individual network.
(25) The Commission considers that there is no substitute for call termination on each
      individual network since the operator transmitting the outgoing call can reach the
      intended recipient only through the operator of the network to which the recipient
      is connected.
(26) The Commission concludes, in line with previous decisions, that termination on
      each individual mobile network constitutes a separate product market. 13
        4.3.2.   Geographic market definition
(27) In line with previous Commission decisions, the Notifying Party submits that the
      market for mobile call termination services should be considered national in scope.
(28) The Commission concludes, in line with previous decisions14, that the market for
      mobile call termination services is national in scope, as each wholesale market for
      call termination corresponds to the dimensions of the operator’s network and
      therefore is limited to the national territory of the operator's network.
4.4.    Wholesale fixed call termination services
(29) Call termination is the service provided by a network operator on the supply side to
      other network operators on the demand side, whereby a call originating in a demand
      side operator's network is delivered to a user in the supply side operator's network.
      This service is required by every originating operator, as it is necessary for its
      customers to be able to communicate with the customers of other networks. Call
      termination is therefore a wholesale service that is resold or used as an input for the
      provision of downstream retail telephony services.
        4.4.1.   Product market definition
(30) In line with previous Commission decisions, the Notifying Party submits that the
      relevant product market is the wholesale market for call termination on each
      individual fixed network.
13  Commission decision of 1 September 2016 in case M.7758, Hutchison 3G Italy / Wind / JV, recital
    192: Commission decision of 2 July 2014 in Case M.7018 - Telefónica Deutschland/E-Plus, recital 89.
14 Commission decision of 1 September 2016 in case M.7758, Hutchison 3G Italy / Wind / JV, recital
    196; Commission decision of 2 July 2014 in Case M.7018 - Telefónica Deutschland/E-Plus, recital 91.
                                                     5
 ---pagebreak--- (31) The Commission considers that there is no substitute for call termination on each
       individual network since the operator transmitting the outgoing call can reach the
       intended recipient only through the operator of the network to which the recipient
       is connected.15
(32) The Commission considers that, as regards wholesale call termination services,
       termination on each individual fixed network constitutes a separate product market.
         4.4.2.  Geographic market definition
(33) In line with previous Commission decisions, the Notifying Party considers the
       relevant geographic market for call termination services on fixed networks to be
       national in scope. This is primarily due to regulatory barriers as the geographic
       scope of licenses is in principle limited to areas which do not extend beyond the
       borders of a Member State.
(34) In previous decisions, the Commission considered the geographic market to be
       national in scope.16
(35) The Commission concludes that the wholesale market for fixed call termination
       services is national in scope, considering that the geographic scope of each
       wholesale market for call termination should correspond to the dimensions of the
       operator’s network, which is limited to national borders due to regulatory barriers.
4.5.     Wholesale international roaming services
(36) For a provider of retail mobile services to be able to provide its end customers with
       telecommunications services outside their home countries, it enters into wholesale
       roaming agreements with providers of wholesale international roaming on other
       national markets. Roaming consists of both terminating calls and originating calls.
(37) Retail mobile service providers sometimes have preferred roaming partners in
       certain countries. This means that the preferred partners' network will be used in
       the first instance when it has coverage and the mobile user has not manually
       chosen a different network. A home network will normally have multiple
       agreements with operators in a particular country in order to provide optimal
       coverage.
         4.5.1.  Product market definition
(38) In line with previous Commission decisions, the Notifying Party submits that there
       is a relevant product market for wholesale international roaming services,
       comprising both terminating calls and originating calls.
(39) Wholesale international roaming services are regulated. 17 Mobile network operators
       must meet all reasonable requests for wholesale roaming access under a
15  Commission decision of 2 July 2014 in case M.7231, Vodafone / Ono, recital 63.
16  Commission decision of 20 September 2013 in case M. 6990 – Vodafone/Kabel Deutschland, recital
    121; Commission decision of 1 March 2010 in Case M.5650 - T-Mobile/Orange, recital 38.
17 Regulation (EU) No 531/2012 of the European Parliament and of the Council of 13 June 2012 on
    roaming on public mobile communications networks within the Union (OJ 2012 L 172/10), last
    amended by Regulation (EU) 2017/920 of the European Parliament and of the Council of 17 May
    2017 (OJ 2017 L 147/1) (the "Roaming Regulation").
                                                     6
 ---pagebreak---        reference offer and wholesale charges for the making of regulated roaming services
       (voice, message and data roaming) are capped.
(40) The Commission concludes, in line with previous decisions, that the market for
       international roaming comprising both terminating calls and originating calls
       constitutes a separate product market. 18 For originating calls while roaming, the
       foreign or visited mobile network is used to make phone calls when abroad and a
       wholesale roaming charge is paid by the home network to the visited network. For
       terminating calls, the call is routed by the home network to the visited mobile
       network and the home network pays for the international carriage of the call and
       the normal termination charge to the visited network. Demand for wholesale
       international roaming services comes first from foreign mobile operators who wish
       to provide their own customers with mobile services outside their own network and
       also downstream from subscribers wishing to use their mobile telephones outside
       their own countries.
         4.5.2.    Geographic market definition
(41) In line with previous Commission decisions, the Notifying Party submits that the
       relevant geographic scope of the market for the supply of wholesale international
       roaming services is national.
(42) In previous decisions, the Commission found that the wholesale market for
       international roaming is national in scope, given that wholesale international
       agreements can be concluded only with companies which have an operating licence
       in the relevant country and the licences to provide mobile services are restricted to
       a national territory.19
(43) The Commission concludes that the markets for international roaming are national.
5.      COMPETITIVE ASSESSMENT
(44) According to the information submitted by the Notifying Party, the Transaction
       does not give rise to any horizontally affected markets.20
18  Commission decision of 1 September 2016 in case M.7758, Hutchison 3G Italy / Wind / JV, recitals
   182-184; Commission decision of 12 December 2012 in Case COMP/M.6497 - Hutchison 3G
   Austria/Orange Austria, recital 64.
19 Commission decision of 28 May 2014 in case M. 6992 – H3G/Telefónica Ireland, recital 151;
   Commission decision of 12 December 2012 in case M.6497 – Hutchison 3G Austria/Orange Austria,
   recital 78; Commission decision of 1 March 2010 in case M.5650 – T-Mobile/Orange, recital 35;
   Commission decision of 20 August 2007 in case M.4748 – T-Mobile/Orange Netherlands, recital 27;
   Commission decision of 26 April 2006 in case M.3916 – T-Mobile Austria/Tele.ring, recital 28;
   Commission decision of 20 September 2013 in case M. 6990 – Vodafone/Kabel Deutschland, recital
   252.
20 Where this Decision makes reference to "affected markets", it refers to instances where: for horizontal
   overlaps, both Parties are engaged in business activities in the same relevant market and where the
   concentration will lead to a combined market share of 20% or more; for vertical overlaps, where one
   or more of the Parties are engaged in business activities in a relevant market, which is upstream or
   downstream of a relevant market in which any other party to the concentration is engaged, and any of
   their individual or combined market shares at either level is 30% or more, regardless of whether there
   is or is not any existing supplier/customer relationship between the Parties. See section 6.3. of Annex I
   (Form CO relating to the notification of a concentration pursuant to regulation (EC) No 139/2004) of
   Commission Implementing Regulation (EU) No 1269/2013 of 5 December 2013 amending
                                                        7
 ---pagebreak--- (45) The Transaction gives rise to a number of vertically affected markets in the
      telecommunications sector, as can be seen from the following table:
                    Upstream markets                               Downstream markets
       Wholesale mobile call termination                 (i) Retail mobile telecommunications
       services in:                                      services in:
       - Czech Republic (PPF)                            - Hungary (Telenor)
       - Slovakia (PPF)                                  - Bulgaria (Telenor)
                                                         (ii) Retail fixed telephony services in:
                                                         - Bulgaria (Telenor)
       Wholesale mobile call termination                 (i) Retail mobile telecommunications
       services in:                                      services in:
       - Hungary (Telenor)                               - Czech Republic (PPF)
       - Bulgaria (Telenor)                              - Slovakia (PPF)
                                                         (ii) Retail fixed telephony services in:
                                                         - Czech Republic (PPF)
                                                         - Slovakia (PPF)
       Wholesale fixed call termination in:              (i) Retail mobile telecommunications
                                                         services in:
       - Czech Republic (PPF)
                                                         - Hungary (Telenor)
       - Slovakia (PPF)
                                                         - Bulgaria (Telenor)
                                                         (ii) Retail fixed telephony services in:
                                                         - Bulgaria (Telenor)
       Wholesale fixed call termination in:              (i) Retail mobile telecommunications
                                                         services in:
       - Bulgaria (Telenor)
                                                         - Czech Republic (PPF)
                                                         - Slovakia (PPF)
                                                         (ii) Retail fixed telephony services in:
                                                         - Czech Republic (PPF)
   Commission Regulation (EC) No 802/2004 implementing Council Regulation (EC) No 139/2004 on
   the control of concentrations between undertakings (OJ L 336, 14.12.2013, p. 1-36).
                                                      8
 ---pagebreak---                                                    - Slovakia (PPF)
      Wholesale international        roaming Retail mobile telecommunications
      services in:                                 services in:
      - Czech Republic (PPF)                       - Hungary (Telenor)
      - Slovakia (PPF)                             - Bulgaria (Telenor)
      Wholesale international        roaming Retail mobile telecommunications
      services in:                                 services in:
      - Hungary (Telenor)                          - Czech Republic (PPF)
      - Bulgaria (Telenor)                         - Slovakia (PPF)
5.1.  Wholesale market for mobile call termination services – Retail market for
      fixed telephony services and retail market for mobile telecommunications
      services
(46) PPF is active on the market for wholesale mobile call termination services on its
     own networks in the Czech Republic and in Slovakia. The Telenor Target
     Companies are also active on this market in Bulgaria and Hungary and provide
     mobile call termination services for their own networks.
(47) This wholesale market, where the Parties have a 100% market share in their
     respective networks ("one net – one market" principle) is upstream of the markets
     for the retail supply of fixed telephony services and retail supply of mobile
     telecommunication services, where the Parties have the following market shares:
                        Retail Mobile Telecommunications Services
                           Czech            Slovakia          Bulgaria       Hungary
                         Republic
      PPF                  [30-40]%        [20-30]%                -             -
      Telenor                 -                  -              [30-40]%      [20-30]%
      Target
      Companies
                              Retail Fixed Telephony Services
                           Czech Republic              Slovakia           Bulgaria
      PPF                    [90-100]%                  [0-5]%                -
      Telenor Target               -                        -             [10-20]%
      Companies
                                               9
 ---pagebreak---       Source: Form CO
        5.1.1.     The Notifying Party's views
(48) The Notifying Party submits that the Transaction cannot give rise to any
      competition concerns considering that:
      -     the markets for provision of wholesale mobile call termination services are
            subject to an ex ante regulation by national telecommunications authorities
            which makes it technically impossible to refuse access to or price discriminate
            against other network operators;
      -     in the vast majority of cases it is impossible to know the identity of the
            customer purchasing termination because international calls are mostly made
            over international carriers who act as intermediaries between the
            telecommunication operators;
      -     the call termination in the Czech Republic and Slovakia is only of minor
            importance to the Telenor Target Companies and their competitors. Similarly,
            the call termination in Bulgaria and Hungary appears to be of negligible
            importance to PPF and their competitors.
        5.1.2.    The Commission's assessment
(49) The Commission considers that the Transaction does not give rise to serious doubts
      as to its compatibility with the internal market in relation to the vertical link
      between the upstream markets for wholesale mobile call termination services and
      the downstream markets for retail supply of fixed telephony services and retail
      supply of mobile telecommunication services, for the following reasons.
(50) First, the Commission notes that there are regulatory obligations applying to the
      wholesale mobile call termination markets.21 Those regulatory obligations include
      access to specific network facilities, transparency (including publication of draft
      interconnection agreements on the network operator’s website), non-discrimination
      and price control.
(51) Second, telephonic traffic flows between the Czech Republic, Slovakia, Hungary
      and Bulgaria are extremely limited and any increase by the merged entity of its
      termination charges (if possible without the need for regulatory approvals) would
      have little or no impact on the cost structure of the merged entities' competitors in
      these countries. Nor would the merged entity have the incentive to make such
      increases due to the small traffic volume concerned.
21 With respect to the Czech Republic, see Commission Decision of March 16, 2016 in case
   CZ/2016/1843, Wholesale market for the voice call termination on individual mobile networks in the
   Czech Republic and corresponding national market review performed by the national regulatory
   authority. With respect to Bulgaria, see Commission Decision of November 21, 2016 in case
   BG/2016/1924, Call termination on individual mobile telephone networks in Bulgaria and
   corresponding national market review performed by the national regulatory authority. With respect to
   Slovakia, see Commission Decision of December 15, 2016 in case SK/2016/1956, Wholesale voice
   call termination on individual mobile networks in Slovakia and corresponding national market review
   performed by the national regulatory authority. With respect to Hungary, see Commission Decision of
   March 05, 2015 in case HU/2015/1705, Wholesale voice call termination on individual mobile
   networks in Hungary and corresponding national market review performed by the national regulatory
   authority.
                                                     10
 ---pagebreak--- (52) Third, the Commission notes that none of the respondents to the market
       investigation raised any concerns related to vertical issues arising from the
       Transaction on the market for wholesale mobile call termination services on the
       one hand, and the retail supply of fixed telephony services and retail mobile
       telecommunications services on the other hand.
(53) In light of the analysis above, the Commission concludes that the Transaction does
       not give rise to serious doubts as to its compatibility with the internal market in
       relation to the vertical link between the upstream markets for wholesale mobile call
       termination services and the downstream markets for retail supply of fixed
       telephony services and retail mobile telecommunications services.
5.2.     Wholesale market for fixed call termination services – Retail market for
         fixed telephony services and retail market for mobile telecommunications
         services
(54) PPF is active on the market for wholesale fixed call termination services on its own
       networks in the Czech Republic and in Slovakia. The Telenor Target Companies
       are also active on this market in Bulgaria. The wholesale market for fixed call
       termination services where the Parties have a 100% market share in their respective
       networks ("one net – one market" principle) is upstream of the markets for the retail
       supply of fixed telephony services and for the retail supply of mobile
       telecommunications services, where the Parties have the market shares indicated in
       the tables in recital (47) above.
         5.2.1.   The Notifying Party's views
(55) The Notifying Party submits that the Transaction cannot give rise to any
       competition concerns considering that:
       -     the markets for provision of wholesale fixed call termination services are
             subject to an ex ante regulation by national telecommunications authorities
             which makes it technically impossible to refuse access to or price discriminate
             against other network operators;
       -     in the vast majority of cases it is impossible to know the identity of the
             customer purchasing termination because international calls are mostly made
             over international carriers who act as intermediaries between the
             telecommunication operators;
       -     the call termination in the Czech Republic and Slovakia is only of minor
             importance to the Telenor Target Companies and their competitors. Similarly,
             the call termination in Bulgaria and Hungary appears to be of negligible
             importance to PPF and their competitors.
         5.2.2.   The Commission's assessment
(56) First, the Commission notes that there are regulatory obligations applying to the
       wholesale fixed call termination markets.22 Those regulatory obligations include
22 With respect to the Czech Republic, see Commission Decision of November 24, 2016 in case
    CZ/2016/1928, Wholesale markets for call termination on individual public telephone networks
    provided at a fixed location in the Czech Republic – remedies and corresponding national market
    review performed by the national regulatory authority. With respect to Bulgaria, see Commission
                                                    11
 ---pagebreak---         access to specific network facilities, transparency (including publication of draft
        interconnection agreements on the network operator’s website), non-discrimination
        and price control.
(57) Second, telephonic traffic flows between the Czech Republic, Slovakia, Hungary
        and Bulgaria are extremely limited and any increase by the merged entity of its
        termination charges (if possible without the need for regulatory approvals) would
        have little or no impact on the cost structure of the merged entities' competitors in
        these countries. Nor would the merged entity have the incentive to make such
        increases due to the small traffic volume concerned.
(58) Third, the Commission notes that no respondent to the market investigation raised
        any issues related to vertical competition concerns arising from the Transaction on
        the market for fixed call termination services on the one hand, and the markets for
        retail supply of fixed telephony services and of mobile telecommunications services
        on the other hand.
(59) In light of the analysis above, the Commission concludes that the Transaction does
        not give rise to serious doubts as to its compatibility with the internal market in
        relation to the vertical link between the upstream markets for wholesale fixed call
        termination services and the downstream markets for retail supply of fixed
        telephony services and retail supply of mobile telecommunications services.
5.3.      Wholesale market for international roaming services – Retail market for
          mobile telecommunications services
(60) PPF is active on the market for wholesale international roaming services on its
        own mobile networks in the Czech Republic and in Slovakia. The Telenor Target
        Companies are also active on this market on their own networks in Bulgaria and in
        Hungary. The wholesale market for international roaming services is upstream of
        the markets for the retail supply of mobile telecommunication services, where the
        Parties have the market shares indicated in the tables in recital (47) above.
          5.3.1.    The Notifying Party's views
(61) The Notifying Party submits that the Transaction cannot give rise to any
        competition concerns considering that:
        -     following the Transaction, the merged entity's competitors in the retail markets
              for mobile telecommunication services will continue to have at least two
              alternative operators in each of the Czech Republic, Slovakia, Bulgaria and
              Hungary from which to purchase international roaming services;
        -     roaming activities are subject to EU regulation which imposes a price cap on
              the wholesale prices that Mobile Network Operators ("MNOs") can charge
              from their roaming customers and includes obligation of MNOs to meet all
              reasonable requests for access to their network;
    Decision of May 26, 2016 in case BG/2016/1862, Wholesale call termination on individual public
    telephone networks provided at a fixed location in Bulgaria and corresponding national market review
    performed by the national regulatory authority. With respect to Slovakia, see Commission Decision of
    February 22, 2018 in case SK/2018/2051, Wholesale voice call termination on individual public
    telephone networks provided at a fixed location in Slovakia – remedies and corresponding national
    market review performed by the national regulatory authority.
                                                       12
 ---pagebreak---      -     The roaming charges in each interested Member State represent a very small
           percentage of the costs incurred by mobile operators. Therefore, any changes
           in the roaming costs will have no significant impact on the relevant
           competitors’ price structure;
     -     the revenues generated by PPF's end customers roaming in Bulgaria and
           Hungary, as well as by the Telenor Target Companies' end customers roaming
           in the Czech Republic and Slovakia represent less than [0-10]% of the total
           wholesale international roaming revenues generated by the mobile operators
           in the respective Member States.
       5.3.2.   The Commission's assessment
(62) The Commission considers that the Transaction does not give rise to serious doubts
     as to its compatibility with the internal market in relation to the vertical link
     between the upstream markets for wholesale international roaming services and the
     downstream markets for the retail supply of mobile telecommunication services.
(63) The Commission notes that the market for wholesale international roaming
     activities is subject to sector-specific Union regulation, which prevents mobile
     operators from refusing access to their network and from charging excessive
     termination fees. Under the Roaming Regulation, MNOs must meet all reasonable
     requests for wholesale roaming access and MNOs are bound by the price cap
     imposed by the Roaming Regulation on the wholesale prices that MNOs can
     charge from their roaming customers. Key obligations under the regulation include
     an obligation to meet all reasonable requests, an obligation to publish a reference
     offer, caps on wholesale and retail charges (for calls, SMS messages and data
     services), and transparency and information requirements.            The Roaming
     Regulation therefore effectively prevents MNOs from refusing access to their
     respective network and from charging excessive termination fees.
(64) Furthermore, the Commission notes that no respondent to the market investigation
     raised any issues related to vertical competition concerns arising from the
     Transaction on the market for wholesale international roaming services on the one
     hand, and the market for retail supply of mobile telecommunications services on
     the other hand.
(65) In light of the analysis above, the Commission concludes that the Transaction does
     not give rise to serious doubts as to its compatibility with the internal market in
     relation to the vertical link between the upstream markets for wholesale
     international roaming services and the downstream markets for the retail supply of
     mobile telecommunication services.
                                              13
 ---pagebreak--- 6.    CONCLUSION
(66) For the above reasons, the European Commission has decided not to oppose the
     notified operation and to declare it compatible with the internal market and with
     the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of
     the Merger Regulation and Article 57 of the EEA Agreement.
                                                   For the Commission
                                                   (Signed)
                                                   Margrethe VESTAGER
                                                   Member of the Commission
                                             14


title: Commission Decision of 26/10/2018 declaring a concentration to be compatible with the common market (Case No COMP/M.9105 - Rhône Capital / MaxamCorp Holding, S.L.) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

text:
                                EUROPEAN COMMISSION
                                                                Brussels, 26.10.2018
                                                                C(2018) 7269 final
                                                                            PUBLIC VERSION
                                                                To the notifying party
Subject:        Case M.9105 - RHONE CAPITAL / MAXAM
                Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC)
                                1                                                                             2
                No 139/2004 and Article 57 of the Agreement on the European Economic Area
Dear Sir or Madam,
1.      On 4 October 2018, the European Commission received notification of                        a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which the                  undertaking
        Rhône Capital L.L.C. (‘Rhône Capital’, United States) acquires within the                  meaning of
        Article 3(1)(b) and 3(4) of the Merger Regulation joint control of the                     undertaking
        MaxamCorp Holding, S.L. (‘Maxam’, Spain) by way of purchase of shares.3
2.      The business activities of the undertakings concerned are:
             − Rhône Capital: investment management firm.
             − Maxam: diversified group of companies which are active primarily in the
                 manufacture and supply of civil explosives and initiating systems and related
                 products, services and solutions; ammunition and defence products, services and
                 systems; and recreational hunting and sporting products, such as cartridges and
                 gunpowder, among others.
3.      After examination of the notification, the European Commission has concluded that the
        notified operation falls within the scope of the Merger Regulation and of paragraph 5(b) of
1       OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on the
        Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of
        'Community' by 'Union' and 'common market' by 'internal market'. The terminology of the TFEU will be used
        throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
3       Publication in the Official Journal of the European Union No C 368, 11.10.2018, p. 13.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak---    the Commission Notice on a simplified procedure for treatment of certain concentrations
   under Council Regulation (EC) No 139/2004.4
4. For the reasons set out in the Notice on a simplified procedure, the European Commission
   has decided not to oppose the notified operation and to declare it compatible with the
   internal market and with the EEA Agreement. This decision is adopted in application of
   Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.
                                                   For the Commission
                                                   (Signed)
                                                   Johannes LAITENBERGER
                                                   Director-General
4  OJ C 366, 14.12.2013, p. 5.
                                                 2


title: Commission Decision of 24/10/2018 declaring a concentration to be compatible with the common market (Case No COMP/M.9048 - Delta Electronics, Inc. / Delta Electronics (Thailand) Public Company Ltd) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

text:
                                EUROPEAN COMMISSION
                                                                Brussels, 24.10.2018
                                                                C(2018) 7205 final
                                                                            PUBLIC VERSION
                                                                To the notifying party:
Subject:        Case M.9048 – Delta Electronics/Delta Electronics Thailand
                Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC)
                                1                                                                             2
                No 139/2004 and Article 57 of the Agreement on the European Economic Area
Dear Sir or Madam,
1.      On 1 October 2018, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which the undertaking
        Delta Electronics, Inc. ("DEI", Taiwan) acquires within the meaning of Article 3(1)(b) of
        the Merger Regulation control over the whole of the undertaking Delta Electronics
        (Thailand) Public Company Ltd. ("DET", Thailand) by way of public bid announced on 31
        July 2018.3
2.      The business activities of the undertakings concerned are:
             for DEI : DEI is primarily active in power and thermal management solutions but also
              present in the manufacturing and sale of industrial automation products, digital display
              products, telecommunication products, components for consumer electronics products,
              building automation solutions, renewable energy technology solutions, etc.;
             for DET: DET is an electronics manufacturing company focused on the production of
              power supplies, fan and thermal management, power systems, automotive electronics
              and related products. The products are used in applications for automotive, medical,
              telecommunications, IT, and more.
1       OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on the
        Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of
        'Community' by 'Union' and 'common market' by 'internal market'. The terminology of the TFEU will be used
        throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
3       Publication in the Official Journal of the European Union No C 362, 08.10.2018, p. 14.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- 3. After examination of the notification, the European Commission has concluded that the
   notified operation falls within the scope of the Merger Regulation and of paragraph 5(c) of
   the Commission Notice on a simplified procedure for treatment of certain concentrations
   under Council Regulation (EC) No 139/2004.4
4. For the reasons set out in the Notice on a simplified procedure, the European Commission
   has decided not to oppose the notified operation and to declare it compatible with the
   internal market and with the EEA Agreement. This decision is adopted in application of
   Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.
                                                    For the Commission
                                                    (Signed)
                                                    Johannes LAITENBERGER
                                                    Director-General
4  OJ C 366, 14.12.2013, p. 5.
                                                  2


title: Commission Decision of 25/10/2018 declaring a concentration to be compatible with the common market (Case No COMP/M.9115 - BC Partners LLP / VetPartners Group Limited) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

text:
                                EUROPEAN COMMISSION
                                                                Brussels, 25.10.2018
                                                                C(2018) 7225 final
                                                                        PUBLIC VERSION
                                                                To the notifying party
Subject:        Case M.9115 — BC Partners/VetPartners
                Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC)
                                1                                                                             2
                No 139/2004 and Article 57 of the Agreement on the European Economic Area
Dear Sir or Madam,
1.      On 2 October 2018, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which BC Partners LLP
        (ʻBC Partnersʼ, United Kingdom), through its wholly controlled fund BC European Capital
        X Fund, acquires within the meaning of Article 3(1)(b) of the Merger Regulation (indirect)
        sole control of the whole of VetPartners Group Limited (ʻVetPartnersʼ, United Kingdom)
        by way of purchase of shares.3
2.      The business activities of the undertakings concerned are:
             BC Partners is an international private equity firm with headquarters in London with
              investments in a diverse range of sectors,
             VetPartners is a veterinary practice group.
3.      After examination of the notification, the European Commission has concluded that the
        notified operation falls within the scope of the Merger Regulation and of paragraph 5(c) of
        the Commission Notice on a simplified procedure for treatment of certain concentrations
        under Council Regulation (EC) No 139/2004.4
1       OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on the
        Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of
        'Community' by 'Union' and 'common market' by 'internal market'. The terminology of the TFEU will be used
        throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
3       Publication in the Official Journal of the European Union No C 366, 10.10.2018, p. 16.
4       OJ C 366, 14.12.2013, p. 5.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- 4. For the reasons set out in the Notice on a simplified procedure, the European Commission
   has decided not to oppose the notified operation and to declare it compatible with the
   internal market and with the EEA Agreement. This decision is adopted in application of
   Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.
                                                   For the Commission
                                                   (Signed)
                                                   Johannes LAITENBERGER
                                                   Director-General
                                                 2


title: Commission Decision of 07/09/2018 declaring a concentration to be compatible with the common market (Case No COMP/M.9042 - Keolis / Amey / W&B Rail) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

text:
                                EUROPEAN COMMISSION
                                                                Brussels, 7.9.2018
                                                                C(2018) 5956 final
                                                                      PUBLIC VERSION
                                                                To the notifying parties:
Subject:        Case M.9042 - KEOLIS / AMEY / W&B RAIL FRANCHISE
                Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC)
                                1                                                                             2
                No 139/2004 and Article 57 of the Agreement on the European Economic Area
Dear Sir or Madam,
1.      On 09 August 2018, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which the undertakings
        Keolis (UK) Limited ("Keolis", United Kingdom), ultimately controlled by Société
        nationale des chemins de fer français (SNCF) and Amey Rail Limited ("Amey", United
        Kingdom), ultimately owned by Ferrovial S.A. (Spain) acquire within the meaning of
        Article 3(1)(b) of the Merger Regulation joint control over the whole of the undertaking
        Wales and Borders Rail Franchise ("W&B Rail Franchise", United Kingdom) by way of a
        franchise agreement.3
2.      The business activities of the undertakings concerned are:
             Keolis: provision of public transportation services in 16 countries across the world;
             Amey: provision of infrastructure asset management services to private and public
              sectors mainly in the UK;
             W&B Rail Franchise: provision of passenger rail services across Wales, as well as
              services to destinations in England (on longer distance rail services originating or
              terminating in Wales).
3.      After examination of the notification, the European Commission has concluded that the
        notified operation falls within the scope of the Merger Regulation and of paragraph 5(b) of
1       OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on the
        Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of
        'Community' by 'Union' and 'common market' by 'internal market'. The terminology of the TFEU will be used
        throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
3       Publication in the Official Journal of the European Union No C 295, 21.8.2018, p. 5.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak---    the Commission Notice on a simplified procedure for treatment of certain concentrations
   under Council Regulation (EC) No 139/2004.4
4. For the reasons set out in the Notice on a simplified procedure, the European Commission
   has decided not to oppose the notified operation and to declare it compatible with the
   internal market and with the EEA Agreement. This decision is adopted in application of
   Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.
                                                   For the Commission
                                                   (Signed)
                                                   Johannes LAITENBERGER
                                                   Director-General
4  OJ C 366, 14.12.2013, p. 5.
                                                 2


title: Commission Decision of 25/10/2018 declaring a concentration to be compatible with the common market (Case No COMP/M.9119 - SEGRO plc / Public Sector Pension Investment Board / Warehouse) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

text:
                                EUROPEAN COMMISSION
                                                                Brussels, 25.10.2018
                                                                C(2018)7226 final
                                                                         PUBLIC VERSION
                                                                To the notifying parties:
Subject:        Case M.9119 – SEGRO/PSPIB/Warehouse
                Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC)
                                1                                                                          2
                No 139/2004 and Article 57 of the Agreement on the European Economic Area
Dear Sir or Madam,
1.      On 1 October 2018, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation, by which SEGRO plc
        ("SEGRO", United Kingdom) and Public Sector Pension Investment Board ("PSPIB",
        Canada) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint
        control of a logistics assets (the "Warehouse", Spain), by way of purchase of assets.3
2.      The business activities of the undertakings concerned are:
             for SEGRO: ownership, asset management and development of modern warehousing
              and light industrial properties located around major conurbations and at key
              transportation hubs across a number of EU countries,
             for PSPIB: investment of net contributions to the pension funds of the federal Public
              Service, the Canadian Forces, the Royal Canadian Mounted Police and the Reserve
              Force, and management of a diversified global portfolio including stocks, bonds and
              other fixed-income securities, and investments in private equity, real estate
              infrastructure, natural resources and private debt,
             for the Warehouse: a parcel of land in Granollers (Barcelona, Spain), currently being
              developed into a distribution warehouse, scheduled for completion in November 2018,
              and for which a pre-let contract has already been signed.
1       OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation"). With effect from 1 December 2009, the Treaty on the
        Functioning of the European Union ("TFEU") has introduced certain changes, such as the replacement of
        "Community" by "Union" and "common market" by "internal market". The terminology of the TFEU will be
        used throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the "EEA Agreement").
3       Publication in the Official Journal of the European Union No C 362, 8.10.2018, p. 12.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- 3. After examination of the notification, the European Commission has concluded that the
   notified operation falls within the scope of the Merger Regulation and of paragraphs 5(a)
   and 5(c) of the Commission Notice on a simplified procedure for treatment of certain
   concentrations under Council Regulation (EC) No 139/2004.4
4. For the reasons set out in the Notice on a simplified procedure, the European Commission
   has decided not to oppose the notified operation and to declare it compatible with the
   internal market and with the EEA Agreement. This decision is adopted in application of
   Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.
                                                   For the Commission
                                                   (Signed)
                                                   Johannes LAITENBERGER
                                                   Director-General
4  OJ C 366, 14.12.2013, p. 5.
                                                 2


title: Commission Decision of 25/10/2018 declaring a concentration to be compatible with the common market (Case No COMP/M.9117 - Aramco Overseas Holdings Coöperatief U.A. / ARLANXEO Holding B.V.) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

text:
                                EUROPEAN COMMISSION
                                                                Brussels, 25.10.2018
                                                                C(2018)7242 final
                                                                             PUBLIC VERSION
                                                                To the notifying party
Subject:        Case M.9117 - SAUDI ARAMCO / ARLANXEO
                Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC)
                                1                                                                             2
                No 139/2004 and Article 57 of the Agreement on the European Economic Area
Dear Sir or Madam,
1.      On 2 October 2018, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which the undertaking
        Saudi Arabian Oil Company (the Kingdom of Saudi Arabia) (‘Saudi Aramco’), through its
        wholly-owned subsidiary Aramco Overseas Holdings Coöperatief U.A. (the Netherlands),
        acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of the
        whole of the undertaking Arlanxeo Holding B.V. (the Netherlands) (‘Arlanxeo’) by way of
        purchase of shares.3
2.      The business activities of the undertakings concerned are:
             − Saudi Aramco is engaged in the exploration, production and marketing of crude oil
                 and in the product and marketing of refined products.
             − Arlanxeo is a specialty chemicals company that produces and offers a broad range
                 of synthetic rubbers products.
3.      After examination of the notification, the European Commission has concluded that the
        notified operation falls within the scope of the Merger Regulation and of paragraph 5(d) of
1       OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on the
        Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of
        'Community' by 'Union' and 'common market' by 'internal market'. The terminology of the TFEU will be used
        throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
3       Publication in the Official Journal of the European Union No C 365, 9.10.2018, p. 4.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak---    the Commission Notice on a simplified procedure for treatment of certain concentrations
   under Council Regulation (EC) No 139/2004.4
4. For the reasons set out in the Notice on a simplified procedure, the European Commission
   has decided not to oppose the notified operation and to declare it compatible with the
   internal market and with the EEA Agreement. This decision is adopted in application of
   Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.
                                                   For the Commission
                                                   (Signed)
                                                   Johannes LAITENBERGER
                                                   Director-General
4  OJ C 366, 14.12.2013, p. 5.
                                                 2


title: Commission Decision of 10/09/2018 declaring a concentration to be compatible with the common market (Case No COMP/M.8956 - Biogen / Samsung Biologics / Bioepis) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

text:
                                EUROPEAN COMMISSION
                                                                Brussels, 10.9.2018
                                                                C(2018) 5965 final
                                                                        PUBLIC VERSION
                                                                To the notifying party:
Subject:        Case M.8956 - BIOGEN / SAMSUNG BIOLOGICS / BIOEPIS JV
                Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC)
                                1                                                                             2
                No 139/2004 and Article 57 of the Agreement on the European Economic Area
Dear Sir or Madam,
1.      On 17 August 2018, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which Biogen Inc.
        ("Biogen", USA) and Samsung BioLogics Co. Ltd. ("Samsung BioLogics", South Korea),
        a company controlled by the Samsung Group (South Korea), acquire within the meaning of
        Article 3(1)(b) and 3(4) of the Merger Regulation joint control of Samsung Bioepis Co
        Ltd. ("Bioepis", South Korea), currently solely controlled by Samsung BioLogics by way
        of purchase of shares.3
2.      The business activities of the undertakings concerned are:
             for Biogen: a biopharmaceutical company active in research, development and
              provision of therapies for serious neurological and neurodegenerative diseases
              worldwide.
             for Samsung BioLogics: a company active in the development and manufacturing of
              biopharmaceutical products worldwide.
             for Samsung Group: a conglomerate active in a wide array of industries, including
              electronics, shipbuilding, engineering and insurance.
             for Bioepis: active in the development of biosimilar medicines. Bioepis is a joint
              venture between Samsung BioLogics and Biogen.
1       OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on the
        Functioning of the European Union ('TFEU') has introduced certain changes, such as the replacement of
        'Community' by 'Union' and 'common market' by 'internal market'. The terminology of the TFEU will be used
        throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
3       Publication in the Official Journal of the European Union No C 297, 23.08.2018, p. 6.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- 3. After examination of the notification, the European Commission has concluded that the
   notified operation falls within the scope of the Merger Regulation and of paragraph 5(c) of
   the Commission Notice on a simplified procedure for treatment of certain concentrations
   under Council Regulation (EC) No 139/2004.4
4. For the reasons set out in the Notice on a simplified procedure, the European Commission
   has decided not to oppose the notified operation and to declare it compatible with the
   internal market and with the EEA Agreement. This decision is adopted in application of
   Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.
                                                    For the Commission
                                                    (Signed)
                                                    Johannes LAITENBERGER
                                                    Director-General
4  OJ C 366, 14.12.2013, p. 5.
                                                  2


title: Decision (EU) 2017/2443 of the European Central Bank of 8 December 2017 on the approval of the volume of coin issuance in 2018 (ECB/2017/40)

text:
               23.12.2017

               EN

               Official Journal of the European Union

               L 344/61

         DECISION (EU) 2017/2443 OF THE EUROPEAN CENTRAL BANK
   of 8 December 2017
   on the approval of the volume of coin issuance in 2018 (ECB/2017/40)
   THE GOVERNING COUNCIL OF THE EUROPEAN CENTRAL BANK,
   Having regard to the Treaty on the Functioning of the European Union, and in particular Article 128(2) thereof,
   Having regard to Decision (EU) 2015/2332 of the European Central Bank of 4 December 2015 on the procedural framework for the approval of the volume of euro coin issuance (ECB/2015/43) (1), and in particular Article 2 thereof,
   Whereas:

               (1)

               The European Central Bank (ECB) has the exclusive right since 1 January 1999 to approve the volume of coins issued by the Member States whose currency is the euro.

               (2)

               The 19 Member States whose currency is the euro have submitted to the ECB their requests for the approval of the volume of coins to be issued in 2018, supplemented by explanatory notes on the forecasting methodology. Certain of these Member States have also provided additional information regarding circulation coins, where such information is available and considered important by the Member States concerned to substantiate the approval request.

               (3)

               As the right of Member States to issue euro coins is subject to approval by the ECB of the volume of the issue, the volumes approved by the ECB may not be surpassed by the Member States without prior approval by the ECB,

         HAS ADOPTED THIS DECISION:
   Article 1
   Approval of the volume of euro coins to be issued in 2018
   The ECB hereby approves the volume of euro coins to be issued by the Member States whose currency is the euro in 2018 as set out in the following table:

               (EUR million)

               Volume of euro coins approved for issuance in 2018

               Circulation coins

               Collector coins
               (not intended for circulation)

               Volume of coin issuance

               Belgium

               48,8

               1,0

               49,8

               Germany

               421,0

               218,5

               639,5

               Estonia

               13,2

               0,6

               13,8

               Ireland

               18,5

               0,5

               19,0

               Greece

               101,8

               0,7

               102,5

               Spain

               321,1

               30,0

               351,1

               France

               262,5

               51,0

               313,5

               Italy

               203,9

               2,1

               206,0

               Cyprus

               12,0

               0,1

               12,1

               Latvia

               10,0

               0,4

               10,4

               Lithuania

               22,0

               0,5

               22,5

               Luxembourg

               13,5

               0,2

               13,7

               Malta

               9,5

               0,2

               9,7

               Netherlands

               35,0

               4,0

               39,0

               Austria

               95,2

               182,0

               277,2

               Portugal

               52,0

               3,0

               55,0

               Slovenia

               24,0

               2,0

               26,0

               Slovakia

               17,0

               1,5

               18,5

               Finland

               25,0

               10,0

               35,0

                  Total

                  1 706,0

                  508,3

                  2 214,3

         Article 2
   Taking effect
   This Decision shall take effect on the day of its notification to the addressees.
   Article 3
   Addressees
   This Decision is addressed to the Member States whose currency is the euro.

      Done at Frankfurt am Main, 8 December 2017.

            The President of the ECB

         Mario DRAGHI

      (1)  OJ L 328, 12.12.2015, p. 123.


title: Council Decision of 29 January 2018 renewing the term of office of the President of the Boards of Appeal of the European Union Intellectual Property Office

text:
               31.1.2018

               EN

               Official Journal of the European Union

               C 34/24

         COUNCIL DECISION
   of 29 January 2018
   renewing the term of office of the President of the Boards of Appeal of the European Union Intellectual Property Office
   (2018/C 34/07)
   THE COUNCIL OF THE EUROPEAN UNION,
   Having regard to the Treaty on the Functioning of the European Union,
   Having regard to Regulation (EU) 2017/1001 of the European Parliament and of the Council of 14 June 2017 on the European Union trade mark (1), and in particular Article 166(2) thereof,
   Whereas,
   on 21 November 2017, the Management Board of the European Union Intellectual Property Office decided to propose to the Council the extension of the term of office of Mr Théophilos MARGELLOS as President of the Boards of Appeal of the European Union Intellectual Property Office for a period of five years or until retirement age if retirement age is reached during the new term of office,
   HAS ADOPTED THIS DECISION:
   Article 1
   The term of office of Mr Théophilos MARGELLOS as President of the Boards of Appeal of the European Union Intellectual Property Office is hereby renewed for the period from 1 October 2018 to 30 September 2023 or until retirement age if retirement age is reached during the new term of office.
   Article 2
   This Decision shall enter into force on the day of its publication in the Official Journal of the European Union.

      Done at Brussels, 29 January 2018.

            For the Council

            The President

         R. PORODZANOV

      (1)  OJ L 154, 16.6.2017, p. 1.


title: Council Decision (EU) 2018/176 of 29 January 2018 on the position to be adopted, on behalf of the European Union, within the EEA Joint Committee concerning an amendment to Annex XIII (Transport) to the EEA Agreement

text:
                  6.2.2018

                  EN

                  Official Journal of the European Union

                  L 32/50

            COUNCIL DECISION (EU) 2018/176
      of 29 January 2018
      on the position to be adopted, on behalf of the European Union, within the EEA Joint Committee concerning an amendment to Annex XIII (Transport) to the EEA Agreement
      THE COUNCIL OF THE EUROPEAN UNION,
      Having regard to the Treaty on the Functioning of the European Union, and in particular Article 91 in conjunction with Article 218(9) thereof,
      Having regard to Council Regulation (EC) No 2894/94 of 28 November 1994 concerning arrangements for implementing the Agreement on the European Economic Area (1), and in particular Article 1(3) thereof,
      Having regard to the proposal from the European Commission,
      Whereas:

                  (1)

                  The Agreement on the European Economic Area (2) (‘the EEA Agreement’) entered into force on 1 January 1994.

                  (2)

                  Pursuant to Article 98 of the EEA Agreement, the EEA Joint Committee may decide to amend, inter alia, Annex XIII (Transport) to the EEA Agreement.

                  (3)

                  Directive 2014/94/EU of the European Parliament and of the Council (3) is to be incorporated into the EEA Agreement.

                  (4)

                  Annex XIII (Transport) to the EEA Agreement should therefore be amended accordingly.

                  (5)

                  The position of the Union within the EEA Joint Committee should therefore be based on the attached draft decision,

            HAS ADOPTED THIS DECISION:
      Article 1
      The position to be adopted, on behalf of the Union, within the EEA Joint Committee on the proposed amendment to Annex XIII (Transport) to the EEA Agreement, shall be based on the draft decision of the EEA Joint Committee attached to this Decision.
      Article 2
      This Decision shall enter into force on the date of its adoption.

         Done at Brussels, 29 January 2018.

               For the Council

               The President

            R. PORODZANOV

         (1)  OJ L 305, 30.11.1994, p. 6.

         (2)  OJ L 1, 3.1.1994, p. 3.

         (3)  Directive 2014/94/EU of the European Parliament and of the Council of 22 October 2014 on the deployment of alternative fuels infrastructure (OJ L 307, 28.10.2014, p. 1).

         DRAFT
         DECISION OF THE EEA JOINT COMMITTEE No …/2018
         of …
         amending Annex XIII (Transport) to the EEA Agreement
         THE EEA JOINT COMMITTEE,
         Having regard to the Agreement on the European Economic Area (‘the EEA Agreement’), and in particular Article 98 thereof,
         Whereas:

                     (1)

                     Directive 2014/94/EU of the European Parliament and of the Council of 22 October 2014 on the deployment of alternative fuels infrastructure (1) is to be incorporated into the EEA Agreement.

                     (2)

                     Annex XIII to the EEA Agreement should therefore be amended accordingly,

               HAS ADOPTED THIS DECISION:
         Article 1
         The following point is inserted after point 5 (Deleted) of Annex XIII to the EEA Agreement:

                        ‘5a.

                           32014 L 0094: Directive 2014/94/EU of the European Parliament and of the Council of 22 October 2014 on the deployment of alternative fuels infrastructure (OJ L 307, 28.10.2014, p. 1).
                        The provisions of the Directive shall, for the purposes of this Agreement, be read with the following adaptations:

                                    (a)

                                    As regards the EFTA States, the word “TFEU” in Article 3(5) shall read “EEA Agreement”.

                                    (b)

                                    Article 6 shall not apply to Iceland.

                                    (c)

                                    This Directive shall not apply to Liechtenstein.’.

         Article 2
         The text of Directive 2014/94/EU in the Icelandic and Norwegian languages, to be published in the EEA Supplement to the Official Journal of the European Union, shall be authentic.
         Article 3
         This Decision shall enter into force on […], provided that all the notifications under Article 103(1) of the EEA Agreement have been made (*1).
         Article 4
         This Decision shall be published in the EEA Section of, and in the EEA Supplement to, the Official Journal of the European Union.

            Done at Brussels,

                  For the EEA Joint Committee

                  The President

                  The Secretaries to the EEA Joint Committee

            (1)  OJ L 307, 28.10.2014, p. 1.

            (*1)  [No constitutional requirements indicated.] [Constitutional requirements indicated.]


title: Council Decision (EU) 2018/180 of 29 January 2018 on the position to be adopted, on behalf of the European Union, within the EEA Joint Committee concerning an amendment to Annex XI (Electronic communication, audiovisual services and information society) to the EEA Agreement

text:
                  7.2.2018

                  EN

                  Official Journal of the European Union

                  L 33/1

            COUNCIL DECISION (EU) 2018/180
      of 29 January 2018
      on the position to be adopted, on behalf of the European Union, within the EEA Joint Committee concerning an amendment to Annex XI (Electronic communication, audiovisual services and information society) to the EEA Agreement
      THE COUNCIL OF THE EUROPEAN UNION,
      Having regard to the Treaty on the Functioning of the European Union, and in particular Article 114 in conjunction with Article 218(9) thereof,
      Having regard to Council Regulation (EC) No 2894/94 of 28 November 1994 concerning arrangements for implementing the Agreement on the European Economic Area (1), and in particular Article 1(3) thereof,
      Having regard to the proposal from the European Commission,
      Whereas:

                  (1)

                  The Agreement on the European Economic Area (2) (‘the EEA Agreement’) entered into force on 1 January 1994.

                  (2)

                  Pursuant to Article 98 of the EEA Agreement, the EEA Joint Committee may decide to amend, inter alia, Annex XI (Electronic communication, audiovisual services and information society) to the EEA Agreement.

                  (3)

                  Regulation (EU) No 910/2014 of the European Parliament and of the Council (3) is to be incorporated into the EEA Agreement.

                  (4)

                  Annex XI (Electronic communication, audiovisual services and information society) to the EEA Agreement should therefore be amended accordingly.

                  (5)

                  The position of the Union within the EEA Joint Committee should therefore be based on the attached draft decision,

            HAS ADOPTED THIS DECISION:
      Article 1
      The position to be adopted, on behalf of the Union, within the EEA Joint Committee on the proposed amendment to Annex XI (Electronic communication, audiovisual services and information society) to the EEA Agreement, shall be based on the draft decision of the EEA Joint Committee attached to this Decision.
      Article 2
      This Decision shall enter into force on the date of its adoption.

         Done at Brussels, 29 January 2018.

               For the Council

               The President

            R. PORODZANOV

         (1)  OJ L 305, 30.11.1994, p. 6.

         (2)  OJ L 1, 3.1.1994, p. 3.

         (3)  Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73).

         DRAFT
         DECISION OF THE EEA JOINT COMMITTEE No …/2018
         of …
         amending Annex XI (Electronic communication, audiovisual services and information society) to the EEA Agreement
         THE EEA JOINT COMMITTEE,
         Having regard to the Agreement on the European Economic Area (‘the EEA Agreement’), and in particular Article 98 thereof,
         Whereas:

                     (1)

                     Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (1) is to be incorporated into the EEA Agreement.

                     (2)

                     Regulation (EU) No 910/2014 repeals Directive 1999/93/EC of the European Parliament and of the Council (2), which is incorporated into the EEA Agreement and which is consequently to be repealed under the EEA Agreement.

                     (3)

                     Annex XI to the EEA Agreement should therefore be amended accordingly,

               HAS ADOPTED THIS DECISION:
         Article 1
         The text of point 5l (Directive 1999/93/EC of the European Parliament and of the Council) of Annex XI to the EEA Agreement is replaced by the following:
         ‘32014 R 0910: Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73).
         The provisions of the Regulation shall, for the purposes of this Agreement, be read with the following adaptations:

                     (a)

                     In Article 14(1), the words ‘, or between an EFTA State and the third country in question or an international organisation’ shall be inserted after the words ‘Article 218 TFEU’.

                     (b)

                     The Contracting Parties shall keep each other informed as regards the negotiation and conclusion of agreements referred to in Article 14(1) and, upon request, consultations shall take place within the EEA Joint Committee.

                     (c)

                     Whenever the European Union negotiates an agreement referred to in Article 14(1), it shall endeavour to obtain equal treatment for qualified trust services provided by qualified trust service providers established in the EFTA States.

                     (d)

                     In Article 51, as regards the EFTA States:

                                 (i)

                                 in paragraph 3, the words ‘1 July 2017’ shall read ‘six months after the date of entry into force of Decision of the EEA Joint Committee No …/… of …[this decision]’;

                                 (ii)

                                 in paragraph 4, the words ‘from 2 July 2017’ shall read ‘after six months from the date of entry into force of Decision of the EEA Joint Committee No …/… of …[this decision]’.’.

               Article 2
         The texts of Regulation (EU) No 910/2014 in the Icelandic and Norwegian languages, to be published in the EEA Supplement to the Official Journal of the European Union, shall be authentic.
         Article 3
         This Decision shall enter into force on […], provided that all the notifications under Article 103(1) of the EEA Agreement have been made (*1).
         Article 4
         This Decision shall be published in the EEA Section of, and in the EEA Supplement to, the Official Journal of the European Union.

            Done at Brussels,

                  For the EEA Joint Committee

                  The President

                  The Secretaries to the EEA Joint Committee

            (1)  OJ L 257, 28.8.2014, p. 73.

            (2)  OJ L 13, 19.1.2000, p. 12.

            (*1)  [No constitutional requirements indicated.] [Constitutional requirements indicated.]


               9.2.2018

               EN

               Official Journal of the European Union

               C 50/155

         P8_TA(2016)0078
   Appointment of a new Executive Director of the European Insurance and Occupational Pensions Authority (EIOPA)
   European Parliament decision of 9 March 2016 on the proposal for the appointment of the Executive Director of the European Insurance and Occupational Pensions Authority (EIOPA) (C8-0023/2016 — 2016/0902(NLE))
   (Approval)
   (2018/C 050/22)

      The European Parliament,

               —

               having regard to the proposal of the Board of Supervisors of the European Insurance and Occupational Pensions Authority (EIOPA) of 3 February 2016 for the appointment of the Executive Director of the EIOPA for a five-year term (C8-0023/2016),

               —

               having regard to Article 51(2) of Regulation (EU) No 1094/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Insurance and Occupational Pensions Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/79/EC (1),

               —

               having regard to its Rules of Procedure,

               —

               having regard to the report of the Committee on Economic and Monetary Affairs (A8-0045/2016),

               A.

               whereas the term of office of EIOPA’s current Executive Director ends on 31 March 2016;

               B.

               whereas, on 28 January 2016, the Board of Supervisors of the EIOPA, following an open selection procedure, proposed to appoint Fausto Parente as Executive Director for a term of office of five years, in accordance with Article 51(2) and (3) of Regulation (EU) No 1094/2010;

               C.

               whereas, on 23 February 2016, the Committee on Economic and Monetary Affairs held a hearing with Fausto Parente, at which he made an opening statement and then responded to questions from the members of the Committee;

               1.

               Approves the appointment of Fausto Parente as Executive Director of the EIOPA;

               2.

               Instructs its President to forward this decision to the Council, the Commission, the EIOPA and the governments of the Member States.

      (1)  OJ L 331, 15.12.2010, p. 48.