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M 5658 Unilever Sara Lee Decision Non-Confidential V2

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M 5658 Unilever Sara Lee Decision Non-Confidential V2 This text is made available for information purposes only. A summary of this decision is published in all Community languages in the Official Journal of the European Union. Case No COMP/M.5658 – UNILEVER/SARA LEE Only the English text is authentic. REGULATION (EC) No 139/2004 MERGER PROCEDURE Article 8 (2) Date: 17/11/2010 EUROPEAN COMMISSION Brussels, 17.11.2010 C(2010) 7934final PUBLIC VERSION COMMISSION DECISION of 17.11.2010 declaring a concentration to be compatible with the internal market and the EEA Agreement (Case No COMP/M.5658 – Unilever/Sara Lee Body Care) 2 COMMISSION DECISION of 17.11.2010 declaring a concentration to be compatible with the internal market and the EEA Agreement (Case No COMP/M.5658 – Unilever/Sara Lee Body Care) (Only the English text is authentic) (Text with EEA relevance) THE EUROPEAN COMMISSION, Having regard to the Treaty on the Functioning of the European Union, Having regard to the Agreement on the European Economic Area, and in particular Article 57 thereof, Having regard to Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings1, and in particular Article 8(2) thereof, Having regard to the Commission's Decision of 31 May 2010 to initiate proceedings in this case, Having given the undertakings concerned the opportunity to make known their views on the objections raised by the Commission, Having regard to the opinion of the Advisory Committee on Concentrations2, Having regard to the final report of the Hearing Officer in this case 3, 1 OJ L 24, 29.1.2004, p. 1. With effect from 1 December 2009, Articles 81 and 82 of the EC Treaty have become Articles 101 and 102, respectively, of the Treaty on the Functioning of the European Union ("TFEU"). The two sets of provisions are, in substance, identical. For the purposes of this Decision, references to Articles 101 and 102 of the TFEU should be understood as references to Articles 81 and 82 of the EC Treaty where appropriate. The TFEU also introduced certain changes in terminology, 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 C WHEREAS: (1) On 21 April 2010, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (hereinafter referred to as "the Merger Regulation") by which the undertakings Unilever N.V., the Netherlands, and Unilever Plc, United Kingdom, (hereinafter collectively referred to as "Unilever" or as "the notifying party") acquire control of the whole of the undertaking Sara Lee Household and Body Care International, the Netherlands (hereinafter referred to as "Sara Lee"), belonging to Sara Lee Corporation, USA (hereinafter referred to as "Sara Lee Corp"), within the meaning of Article 3(1)(b) of the Merger Regulation, by way of irrevocable binding offer announced on 25 September 2009. Unilever and Sara Lee are collectively referred to as "the Parties" throughout this Decision. (2) After examination of the notification, the Commission adopted a Decision on 31 May 2010 (hereinafter referred to as “the 6(1)(c) Decision”), concluding that the operation falls within the scope of the Merger Regulation and raises serious doubts as to its compatibility with the internal market and the functioning of the EEA Agreement and initiated proceedings pursuant to Article 6(1)(c) of the Merger Regulation. (3) On 12 August 2010, a Statement of Objections was sent to Unilever pursuant to Article 18 of the Merger Regulation. (4) Unilever replied to the Statement of Objections on 27 August 2010. (5) At the request of Unilever, the time-period for taking a final decision in this case was extended by 13 working days on 26 August 2010, pursuant to the second subparagraph of Article 10(3) of the Merger Regulation. (6) The time-period for taking a final decision in this case was further extended by two working days on 16 September 2010, pursuant to the second subparagraph of Article 10(3) of the Merger Regulation. (7) On 21 September 2010, Unilever offered commitments with a view to rendering the proposed concentration compatible with the internal market. Those commitments were modified and the final version of the commitments was submitted to the Commission on 12 November 2010. (8) The time-period for taking a final decision in this case was again further extended by five working days on 11 October 2010, pursuant to the second subparagraph of Article 10(3) of the Merger Regulation. I. THE PARTIES (9) Unilever, an Anglo-Dutch company4, is a worldwide supplier of fast-moving consumer goods and has primary share listings on Euronext Amsterdam (through 3 OJ C 4 Unilever has a dual-listed structure comprising Unilever N.V. and Unilever Plc. The two entities exist as separate companies but operate as a single economic unit. 2 Unilever N.V.) and the London Stock Exchange (through Unilever Plc). Its principal businesses are in the food, home care and personal care categories. In the home care sector, Unilever is a leading supplier of products for fabric and surface cleaning and hygiene. Unilever’s personal care division supplies deodorants, bath and shower products, skin care products, oral care products and hair care products. (10) Sara Lee Corp is a worldwide supplier of branded consumer goods, operating in the meats, bakery, beverage and household and body care sectors with its headquarters in the United States of America and listed on the New York and Chicago Stock Exchanges. The target company - Sara Lee - is comprised of the global body care business which manufactures and supplies bath and shower products, deodorants, baby care products, men’s toiletries and oral care products worldwide on one hand and the European laundry care business supplying fabric cleaning and conditioning products and laundry aids on the other. II. THE OPERATION AND THE CONCENTRATION (11) On 25 September 2009, Unilever made an irrevocable binding offer for Sara Lee Corp’s worldwide body care and European laundry care businesses. The acquisition by Unilever is structured as a number of purchases of shares and assets comprising Sara Lee Household and Body Care International, as set out in the draft Sale and Purchase Agreement (the “SPA"). Sara Lee Corp agreed to accept the binding offer subject to consultation with relevant employee representatives, which have been fulfilled. (12) Since after completion of the notified transaction Unilever will own all the shares and assets of Sara Lee, the proposed transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. III. UNION DIMENSION (13) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 billion5 (Unilever: EUR 39 823 million, Sara Lee: EUR 756 million). Both undertakings have a Union-wide turnover in excess of EUR 250 million (Unilever: [...]*, Sara Lee: [...]*), but they do not achieve more than two-thirds of their aggregate Union-wide turnover within one and the same Member State. The notified operation therefore has a Union dimension. 5 Turnover calculated in accordance with Article 5(1) of the Merger Regulation. * Parts of this text have been edited to ensure that confidential information is not disclosed; those parts are enclosed in square brackets and marked with an asterisk. 3 IV. COMPETITIVE ASSESSMENT IV.1. Introduction (14) Unilever and Sara Lee are both active in the supply of personal care and home care products. According to the Parties6, their activities overlap in the following categories: deodorants, skin cleansing (products for personal washing like bath and shower and soap products), skin care (products designed to moisturise and nourish skin on the hands and body), fabric care (detergents, conditioners and laundry aids), aftershave treatments, oral care (toothpaste), hair care (shampoo, conditioners and styling products), and household cleaning (multi-purpose cleaners). An overview of the Parties' market shares in different product categories is provided in Table 1.7 Table 1: Overview of Parties' Market Shares in Member States 2008 – Source: Form CO 6 See Form CO, paragraph 6.3. 7 Table 1 only provides a broad overview based on the Form CO, in particular the categories mentioned in the table should not be interpreted as relevant product markets. 4 (15) All the segments affected by the transaction have similar features, being differentiated product markets where the customers of the Parties are mainly large retailers. However, the degree of product differentiation is highest in deodorants, followed by bath&shower products, with fabric care products being slightly less differentiated. Correspondingly, private label products have a lower share in deodorant markets compared to bath & shower products or detergents. (16) In each affected market, two stages exist in the sales process, with manufactures such as Unilever and Sara Lee supplying products to retailer customers and then final consumers purchasing products from retailers. IV.2. Deodorants The deodorant category: a differentiated market and dominated by brands 5 (17) Deodorants are products which minimise or eliminate the negative effects of sweating through control of odour and/or wetness. (18) The deodorant category in the Union has a total value of approximately EUR 2.7 billion (2009) and has been growing constantly over the last ten years. According to the Parties, value growth was between [5-10]*% in 2008. Looking at the national markets covered in more detail in section IV.2.3.2, the United Kingdom is the largest national market with value sales to final customers of [...]*, followed by Germany ([...]*) and France ([...]*), Spain ([...]*) and the Netherlands ([...]*) and the smaller markets are Belgium ([...]*), Portugal ([...]*), Denmark ([...]*) and Ireland ([...]*). (19) Deodorants are increasingly differentiated according to gender and most brands have variants marketed specifically to male and female consumers (hereinafter referred to as "male variants" and "female variants").
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