C&RR, Issue 2015/4

Competition

& Regulation Report

J u l y – O c t o b e r 2 0 1 5

EDITORIAL: Tax Rulings and application of State Aid Rules. What does really remain of the compatibility presumption?

HIGHLIGHTS

 CJEU issued ruling on Post Danmark’s retroactive rebate scheme  CJEU ordered Italy to pay fine for delay in recovering aid incompatible with common market  The European Commission approved acquisition of Aer Lingus by IAG, subject to conditions  The European Commission approved the acquisition of Hospira by Pfizer, subject to conditions  The European Commission approved Nokia´s acquisition of Alcatel-Lucent  The European Commission ordered France to recover €1.37 billion in incompatible aid from EDF  The European Commission opened in-depth investigation into proposed acquisition of TNT by FedEx  The European Commission signed best practices cooperation framework with China  The European Commission opened in-depth investigation into Staples' proposed takeover of Office Depot  HCC accepted commitments proposed by tobacco manufacturers to meet competition concerns in the market for the sale of tobacco products in Greece

TOPICS IN THIS ISSUE

 Antitrust  Mergers  State Aid  Energy  Electronic Communications  Pharmaceuticals  Transport  News of the Markets

© KLC Law Firm. The content of this Issue is designated only for general information purposes and should not be construed as legal advice in general or in any specific case neither as business or investment advice. Clients wishing to have legal advice on behalf of our Firm on a specific factual context should contact appropriately the Lawyers of the Firm.

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Editorial: of Fiat Finance were unjustified. In fact, Fiat finance provided several financial Tax Rulings and application of State services in favor of other companies of Aid Rules. What does really remain of the Fiat group that are comparable to the compatibility presumption? those of a bank. Finding that the price of these services charged by Fiat It seems that the Commission swifts its Finance, which were endorsed by the attitude towards tax rulings of member fiscal authorities for tax imposition states. Tax rulings are arrangements purposes, was not compatible with the between fiscal authorities of member arm’s length principle, the Commission states with individual undertakings, and, concluded that the respective tax rulings especially, with multinational of the Luxembourgish authorities companies, concerning the modalities granted the company an undue of calculation of the tax due. Generally, advantage and, thus, constituted an the idea that tax rulings are not per se unlawful State aid. Similarly, in the distorting competition prevailed. Starbucks case, the Commission However, the Court of Justice in concluded that the special intragroup Belgium and Forum v. Commission arrangements concerning the provision (Joined Cases C-182/03 and C-217/03) of green coffee beans and the provision clearly indicated that arrangements of exaggerated royalties for the use of providing for special or discriminatory trademarks were not in line with the modalities between tax authorities and arm’s length principle as accepted by specific undertakings that do not the Dutch tax authorities and, thus, the comply with the arm’s length principle respective tax rulings again constituted can be constitutive of a State Aid unlawful State aid measures. In both measure. Since then, the Commission cases the Commission ordered became more sensitive in examining recovery, which means that the such tax arrangements in various beneficiaries must now pay an extra member States. In 2014 the amount of tax, which corresponds to Commission begun to scrutinize tax the difference between the tax rulings in Ireland (Apple), Luxembourg effectively paid and the amount of the (Amazon, Fiat Finance) the tax that would have been owed if the Netherlands (Starbucks) and the market operator principle had been Belgian ruling tax scheme, and in June respected. 2014 and February 2015 it decided to open in-depth investigations (see the These decisions, even if they do not relevant press releases of the European modify the compatibility presumption Commission, IP 14/663 and of tax rulings, they indeed mark a clear IP/15/4080). On 21 October 2015, the change of the Commission’s attitude as Commission issued its decisions regards individual tax arrangements of concerning tax rulings in favor of Fiat member states. The Commission Finance (Luxembourg) and Starbucks already announced that it will pursue (Netherlands) (see the relevant press similar on-going investigations related to release of the European Commission, tax rulings applied by all member states. IP 15/5880). In the case of Fiat More information can be found in the Finance, the Commission concluded State Aid Registry under cases No. that the arrangements of the 38373, 38374, 38375 and 38944. Luxembourgish tax authorities in favor

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Antitrust undertaking because of the cartel, the sales of its finished products in the EEA CJEU issued ruling on Post Danmark’s to independent third-party retroactive rebate scheme undertakings. To read the full press release of the CJEU click here. To On 06.10.2015, the Court of Justice of read the full judgment of the CJEU in the European Union (CJEU) ruled on case C-231/14 P click here. preliminary questions referred by a Danish Court regarding the assessment of certain rebates under EU antitrust The CJEU confirmed cartel facilitator's rules, in Case C-23/14 (Post Denmark liability A/S v Konkurrencerådet). The Court clarified in particular that in order to On 22.10.2015, the CJEU in its determine whether a retroactive judgment in case C-194/14 P ruled on standardized rebate scheme results in the so called "facilitation" of cartels – shutting out competitors in breach of such as the organization of a cartel by a Article 102 TFEU, it is necessary to consultancy firm. First, the Court examine all the circumstances of the confirmed that the service agreement case. The Court held further that the between AC Treuhand and suppliers of application of a price-cost test (known heat stabilizers constituted an illegal as "as efficient competitor test") is one of agreement under EU competition rules. the tools available for determining that a Agreements that distort competition in rebate scheme is abusive but is not a the EU are caught by Article 101 of the necessary condition for doing so. The Treaty on the Functioning of the Court also clarified that, in order to be European Union (TFEU), irrespective caught by Article 102 TFEU, the anti- of whether the parties operate in the competitive effects of a rebate scheme same market. Moreover, the Court held must be probable but there is no need that the effectiveness of Article 101 to show that they are serious or TFEU, that prohibits anticompetitive appreciable. To read the full judgment business practices, would be of the CJEU in Case C-23/14 click endangered if facilitators, such as AC here. Treuhand, could escape liability. Second, the Court confirmed that the The CJEU confirmed the €288 million European Commission was entitled to fine imposed on InnoLux for its fix the fine as a lump sum instead of participation in the cartel on the market using value of sales as a basis for setting for LCD panels the fine. AC Treuhand, as a consultancy firm, was not active on the On 09.07.2015 in case C-231/14 P, the markets for tin stabilizers and CJEU dismissed an appeal by InnoLux ESBO/esters, and therefore did not against the fines imposed on it and held have any sales in those markets. In that when the goods concerned by the February 2014, the General Court (case cartel have been incorporated into T-27/10) upheld the Commission's finished products by a vertically- 2009 decision in the heat stabilizers integrated undertaking outside the cartels with regard to AC Treuhand. EEA, the Commission may take into AC Treuhand appealed the judgment account, for the purposes of calculating to the Court of Justice, seeking to annul the fine to be imposed on that the decision or in the alternative to

July - October 2015 Page 3 C&RR, Issue 2015/4 annul or reduce the fine. To read the granted to its subsidiary. To read the full judgment of the CJEU in case C- full press release of the CJEU click 194/14 P click here. here. To read the full judgment of the CJEU in Case C-597/13 P click here The CJEU reduced the fine imposed and in Case C-634/13 P click here. on Total jointly and severally with Total France from €128 million to €125 The GC reduced the fines imposed by million the Commission on Panasonic and on Toshiba for their participation in a On 17.11.2015, the CJEU issued cartel on the European market for judgments in cases C-597/13P (Total tubes for television sets SA v Commission) and C-634/13P (Total Marketing Services SA v On 09.09.2015 the General Court of Commission). By its decision of 2008, the European Union (GC) by its the European Commission found that judgments in Cases T-82/13, T-84/13, Total and its subsidiary, Total France, T-91/13 and T-92/13 rejected in their had, with other undertakings, entirety the actions brought by Samsung participated in a cartel concerning the SDI, LG Electronics and Philips and EEA market for paraffin waxes (from upheld certain pleas and arguments 1992 to 2005) and the German market raised by Panasonic and Toshiba, in for slack wax (from 1997 to 2004). relation to the fines totaling Total France was held jointly and approximately €1.47 billion imposed by severally liable with Total to pay a fine the European Commission by its of €128.163.000. Total and Total decision dated 05.12.2012 on seven France subsequently asked the General undertakings which participated in one Court to annul the Commission’s or two separate cartels on the market decision. In a judgment of 13 for cathode ray tubes between September 2013, the General Court 1996/1997 and 2006. Specifically, the dismissed Total’s application. GC reduced the fine imposed on Nevertheless, in the parallel case Panasonic for its direct participation regarding the application of the from € 157.5 million to € 128.9 million, subsidiary, Total France, in a judgment the fine imposed jointly and severally of the same day, the General Court on Panasonic and MTPD from € 7.9 reduced the fine imposed on Total million to € 7.5 million and, lastly, the France to €125.459.842, holding that fine jointly and severally borne by the Commission had established too Panasonic, Toshiba and MTPD from € long a period of participation for that 86.7 million to € 82.8 million. In undertaking. Total and Total France addition, the Court annulled the (now Total Marketing Services) both Commission Decision in so far as it brought an appeal before the Court of imposes a fine of € 28.048.000 on Justice to have the judgments of the Toshiba for its direct participation in General Court set aside. In the the infringement. To read the full press judgments at hand, the CJEU ruled on release of the GC (No 97/15) click both appeals. It dismissed Total here. To read the full judgment of the France’s appeal but upheld that of GC in Case T-82/13 click here, in Case Total in part by holding that the T-84/13 click here, in Case T-91/13 General Court should have granted click here and in Case T-92/13 click Total the same reduction in the fine as here.

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The European Commission sent competition in procurement tenders Statement of Objections to MasterCard organized by Dell and HP. To read the on cross-border rules and inter-regional full press release of the European interchange fees Commission (IP-15-5885) click here.

On 09.07.2015 the European Commission sent a Statement of The European Commission opened Objections to MasterCard. The formal investigation into International Statement of Objections outlines the Skating Union's eligibility rules Commission's preliminary view that MasterCard's rules prevent banks from The European Commission opened a offering lower interchange fees to formal antitrust investigation into retailers based in another Member State International Skating Union (ISU) rules of the European Economic Area, where that permanently ban skaters from interchange fees may be higher. To competitions such as the Winter read the full press release of the Olympics and the ISU World and Commission (IP-15-5323) click here. European Championships if they take part in events not approved by the ISU. The European Commission fined The Commission will in particular suppliers of optical disc drives € 116 investigate whether ISU rules are million for cartel unduly preventing athletes from exercising their profession by putting The European Commission fined eight disproportionate and unjustified optical disc drive suppliers a total of obstacles in the way of companies not €116 million for having coordinated linked to the ISU that want to organize their behavior in relation to alternative ice-skating events. If procurement tenders organized by two confirmed, such practices could computer manufacturers, in breach of constitute anti-competitive agreements EU antitrust rules. Eight suppliers and/or an abuse of a dominant market engaged in the illegal practices covered position in breach of EU antitrust rules. by this decision, namely Philips, Lite- To read the full press release of the On, their joint venture Philips & Lite- Commission (IP-15-5771) click here. On Digital Solutions, Hitachi-LG Data Storage, Toshiba Samsung Storage The European Parliament adopted Technology, Sony, Sony Optiarc and European Commission proposal to Quanta Storage. The Commission's create safer and more innovative investigation revealed that between June European payments 2004 and November 2008, the companies participating in the cartel The European Parliament adopted the communicated to each other their revised Directive on Payment Services intentions regarding bidding strategies, (PSD2). PSD2 is the latest in a series of shared the results of procurement laws recently adopted by the EU in tenders and exchanged other order to provide for modern, efficient commercially sensitive information and cheap payment services and to concerning ODDs used in laptops and enhance protection for European desktops. They organised a network of consumers and businesses. Following parallel bilateral contacts that pursued a the Parliament's vote, the Directive will single plan to avoid aggressive be formally adopted by the EU Council

July - October 2015 Page 5 C&RR, Issue 2015/4 of Ministers in the near future. The coordination with the European Directive will then be published in the Commission. The said OTAs Official Journal of the EU. From that committed to amend their agreements date, Member States will have two years with hotel businesses across Europe, to introduce the necessary changes in including Greece, in order to increase their national laws in order to comply the flexibility of hoteliers concerning with the new rules. To read the full room reservations, room pricing and press release of the European communications with their clients. Commission (IP-15-5792) click here. After examining the new amended parity clauses to be applied by these two The European Commission issued its OTAs in their cooperation agreements Competition Policy Brief for July 2015. with hotel businesses in Greece, the HCC concluded that there are currently To read the full issue (Issue No. 2015- no grounds to investigate these 05) click here. agreements further. To read the full press release of the HCC click here. Greece: The HCC to investigate the complaint of the company “epipla Greece: HCC accepted commitments kouzinas to diameso EPE” against the proposed by tobacco manufacturers to company “Epiplosyntheseis Neoset meet competition concerns in the ABEE” market for the sale of tobacco products in Greece On 04.08.2015, the Hellenic Competition Commission (HCC) The HCC, by a unanimous decision, announced that the Plenary Session of accepted commitments proposed by the the HCC shall convene in the end of leading producers of tobacco products September in order to examine if in Greece, namely Papastratos Cigarette “Epiplosyntheseis Neoset ABEE” has Manufacturing Company S.A. (Philip breached articles 1 para. 1 of L. Morris International’ affiliate in 3959/2011 and 101 para. 1 of the Greece), British American Tobacco Treaty on the Functioning of the Hellas S.A., Karelia Cigarette European Union (TFEU). To read the Manufacturing Company S.A., Imperial full press release of the HCC click here. Tobacco Hellas S.A. and Athanasiou S.A. (exclusive distributor of Japan Greece: HCC decided not to proceed Tobacco International and others), so with a formal investigation into as to meet the competition concerns BOOKING & EXPEDIA’s expressed to them by the HCC. cooperation agreements with hotel The tobacco manufacturers agreed to businesses in Greece amend or delete, as appropriate, specific contractual terms in their new The HCC reviewed the revised parity distribution agreements, so as to allay terms in the agreements between online competition concerns that such travel agencies (OTAs) contracts may be deemed (a) to restrict BOOKING.COM and EXPEDIA with excessively sales made by their their hotel partner businesses in distributors and (b) to facilitate access of Greece, following relevant inquiries manufacturers to sensitive business conducted by other European information of their competitors, Competition Authorities, and in thereby possibly infringing articles 1 of

July - October 2015 Page 6 C&RR, Issue 2015/4 the Greek Competition Act and 101 parallel to its complaint on the merits of TFEU. By the same decision, the the case, Gibmedia had requested HCC rejected all remaining aspects of interim measures. The Autorité the complaints (notably, allegations decided to continue investigating the regarding abuse of dominance, merits of the case. The Autorité did concerted practices, resale price not, however, order any interim maintenance), finding that they could measures, considering that no serious not be substantiated. To read the full or immediate harm to the interests of press release of the HCC click here. the consumers, the sector or the complainant company has been qualified as such. To read the full press Greece: The HCC issued a decision release of the Autorité de la regarding the categorization of Concurrence click here. classifications in datasets of the total documents, information and data in the France: The Autorité de la possession of the HCC Concurrence obtained from several mainland manufacturers their The HCC issued a decision regarding commitment to put an end to the the application of the provisions of exclusive distribution of their products Chapter A of Law 4305/2014 in the French overseas territories and to concerning the open distribution and implement a competitive bidding further use of documents, information approach to select their wholesale and data of the public sector, on all importers. documents, information and data in the possession of the HCC, and which fall Following two ex-officio proceedings, within its public remit. To read the full the Autorité de la concurrence obtained press release of the HCC in Greek click from several manufacturers (Bolton here. Solitaire, Danone, Johnson & Johnson Santé et Beauté France and Pernod- France: The Autorité de la Ricard) their commitment to remove Concurrence will not order interim any exclusivity clause in the distribution measures against Google, but will of their products in the overseas continue to review the merits of the territories. Going beyond their legal case on the basis of the complaint filed obligations, which only require them to by an advertiser whose Adwords refrain from implementing any account was suspended. exclusivity agreement without sufficient justification, the companies proposed to Gibmedia had claimed that in January periodically select their non-exclusive 2015, Google suspended without notice wholesalers on the basis of transparent, the AdWords account that it used to non-discriminatory tendering or display advertisements on its websites competitive procedures. According to info-meteo.fr, pages-annuaire.net, the Autorité, this process ought to make annuaires-inverse.net and info- it possible to enhance competition societe.com. According to the between wholesalers, or even to bring complainant, the procedure followed by new operators into the market, and Google as well as the grounds for the ultimately to boost price competition suspension were not objective, for the consumer goods in question, to transparent and non-discriminatory. In the benefit of overseas customers. To

July - October 2015 Page 7 C&RR, Issue 2015/4 read the full press release of the UK: The CMA closed hotel online Autorité de la Concurrence click here. booking investigation

UK: The CMA published guidelines to The CMA announced on 16.09.2015 help government policymakers assess that it closed an investigation into the impact their proposals will have on suspected breaches of competition law competition in the hotel online booking sector. The investigation was launched by the According to the press release of the CMA’s predecessor, the Office of Fair Competition and Markets Authority Trading (OFT). It focused on (CMA), these guidelines, which were restrictions in agreements between published on 15.09.2015, provide InterContinental Hotels Group and policymakers with assistance in Hotel Inter-Continental London identifying markets that might be Limited (IHG) and each of affected by a new proposal. They Booking.com and Expedia, which explain how to carry out a competition prevented the online travel agents from impact assessment. To view the full discounting the price of room-only text of the guidelines click here (Part 1) hotel accommodation. To read the full and here (Part 2). press release of the CMA click here.

UK: The CMA published its response UK: CMA proposes better deal for to the consultation and updated bank customers guidance on sunset clauses in market investigation remedies Publishing its provisional findings as part of an in-depth investigation into the To read the response of the CMA click £16 billion current account and here and to read the updated guidance business banking sectors, the CMA has click here. found that banks do not have to work hard enough to compete for customers. Mergers

The investigation identified a number of competition problems in both the The European Commission partially personal current account (PCA) and referred Danish Crown / Tican merger small and medium-sized enterprise to Denmark's competition authority; (SME) banking markets. Low levels of cleared proposed merger outside customer switching mean that banks are Denmark not put under enough competitive pressure, and new products and new The European Commission partially banks do not attract customers quickly referred the proposed merger between enough. The investigation also Danish Crown and Tican to the Danish discovered that accounts which are Competition and Consumer Authority more expensive and below average (DCCA) at its request. Both companies quality are not losing customers to are Danish and are active in the cheaper and better alternatives at the operation of slaughterhouses and in rate that would be expected in a well- meat processing. After a preliminary functioning market. To read the full investigation, the Commission found press release of the CMA click here. that the proposed transaction would threaten to significantly affect

July - October 2015 Page 8 C&RR, Issue 2015/4 competition in certain markets in Area. The Commission has until 25 Denmark. Those aspects will now be November 2015, to investigate in-depth examined by the DCCA under national the proposed acquisition and determine law. To read the full press release of the whether these initial concerns are Commission (IP-15-5401) click here. founded. The opening of an in-depth inquiry does not prejudge the final The European Commission approved result of the investigation. To read the Cargill's acquisition of ADM's industrial full press release of the Commission chocolate business, subject to (IP-15-5417) click here. conditions The European Commission opened in- The European Commission approved depth investigation into proposed under the EU Merger Regulation the acquisition of TNT by FedEx proposed acquisition of the industrial chocolate business of Archer Daniels The European Commission opened an Midland (ADM) by Cargill, subject to in-depth investigation to assess whether conditions. The Commission's the proposed acquisition of TNT investigation showed that the Express by FedEx Corporation is in line transaction as notified would reduce with the EU Merger Regulation. Both competition in the already concentrated companies are major global players in market for industrial chocolate and the small package delivery sector. The risked increasing industrial chocolate Commission has concerns that on a prices for customers located near the number of European markets for parties' German plants, especially for international express and regular (so- small and mid-sized customers. The called ”deferred”) small package Commission's approval is therefore deliveries, the merged entity would face conditional upon Cargill divesting insufficient competitive constraints from ADM's industrial chocolate plant in the only two remaining players (UPS Mannheim, Germany, to a suitable and DHL). This could lead to higher purchaser so as to address the prices for business customers and Commission's concerns. To read the consumers. The Commission has full press release of the Commission until 7 December 2015, to investigate (IP-15-5404) click here. the proposed acquisition and to determine whether these initial The European Commission opened an concerns are founded. The opening of in-depth investigation into Ball's an in-depth investigation does not proposed acquisition of beverage can prejudge the outcome of the manufacturer Rexam investigation. To read the full press release of the Commission (IP-15-5463) The European Commission opened an click here. in-depth investigation to assess whether the proposed acquisition of Rexam The European Commission cleared the (UK) by Ball Corporation is in line with acquisition of Imtech Marine by the EU Merger Regulation. The Parcom and Pon in maritime electrical Commission has concerns that the engineering proposed transaction may reduce competition in the beverage can and The European Commission approved aluminium bottle manufacturing under the EU Merger Regulation the industry in the European Economic

July - October 2015 Page 9 C&RR, Issue 2015/4 acquisition of joint control over the The European Commission cleared Imtech Marine Group BV by Parcom acquisition of SunGard by Fidelity Capital Management BV and Pon National Information Services Holding BV, all of the Netherlands. Imtech Marine provides electrical The European Commission approved engineering services in the maritime under the EU Merger Regulation the sector. Parcom is a private equity fund. acquisition of SunGard by Fidelity Pon is a conglomerate with subsidiaries National Information Services (FIS), active, among others, in the market for both of the US. FIS provides banking electrical engineering for the maritime and payment solutions as well as sector. The Commission concluded consulting and outsourcing products for that the proposed transaction would the financial services industry globally. raise no competition concerns because SunGard offers software and technology of the limited overlaps between the solutions in various areas including companies' activities and because many corporate liquidity, insurance, asset other companies would remain active in management, wealth and retirement the examined markets. The operation management, retail banking and capital was assessed under the normal merger markets. The Commission concluded procedure. To read the relevant press that the proposed acquisition would release of the European Commission raise no competition concerns, given click here. the companies' negligible combined market shares and the existence of The European Commission cleared other strong competitors. The acquisition of car trader MSA by rival transaction was examined under the PGA simplified merger review procedure. To read the relevant press release of the The European Commission approved European Commission click here. under the EU Merger Regulation the acquisition of MSA by PGA. MSA and The European Commission cleared PGA are retail distributors of passenger acquisition of certain bauMax Do-It- cars and light commercial vehicles and Yourself retail stores in Slovakia, related services in France. PGA is Slovenia and the Czech Republic by controlled by the Volkswagen Group OBI that is active in car manufacturing and other related services. The Commission The European Commission approved concluded that the proposed acquisition under the EU Merger Regulation the would raise no competition concerns acquisition of certain assets of bauMax because the companies' market shares AG in Slovakia, Slovenia and the Czech are low. Moreover, they face Republic by OBI Group Holding SE & competition from a large number of Co. KGaA. Both OBI, based in retail companies. To read the relevant Germany, and bauMax, headquartered press release of the European in Austria, operate Do-It-Yourself retail Commission click here. stores in several European countries. In August 2015, the Commission had referred the parts of the transaction relating to Austria to the Austrian Competition Authority for an assessment under national competition

July - October 2015 Page 10 C&RR, Issue 2015/4 rules, at the request of the merging To read the relevant press release of companies. For the parts of the the European Commission click here. transaction examined by the Commission, the Commission The European Commission cleared concluded that the proposed acquisition of NKBM by Apollo in transaction would raise no competition banking sector concerns as the companies' combined market shares would be modest. The The European Commission approved operation was assessed under the under the EU Merger Regulation the simplified merger procedure. To read acquisition of Nova Kreditna Banka the relevant press release of the Maribor ('NKBM') of Slovenia by European Commission click here. investment funds managed by affiliates of Apollo Management L.P. of the US. The European Commission cleared the The Commission concluded that the acquisition of a real estate asset in proposed acquisition would raise no Milan by Grosvenor and PSPIB. competition concerns because of the companies' moderate combined market The European Commission approved shares on the markets concerned. The under the EU Merger Regulation the transaction was examined under the acquisition of joint control over a simplified merger review procedure. commercial real estate property located To read the relevant press release of in Milan by Grosvenor and Public the European Commission click here. Sector Pension Investment Board. The Commission concluded that the The European Commission cleared proposed acquisition would raise no acquisition of AOR by ADM in seed oil competition concerns because of its sector limited impact on the market structure. The transaction was examined under The European Commission approved the simplified merger review procedure. under the EU Merger Regulation the To read the relevant press release of acquisition of AOR NV and AOR the European Commission click here. Plastics NV of Belgium by Archer- Daniels-Midland UK of the United The European Commission cleared Kingdom, controlled by Archer- acquisition of certain Kuoni subsidiaries Daniels-Midland Corporation of the by REWE ZF in the travel service United States. The Commission sector concluded that the proposed acquisition would raise no competition concerns, The European Commission approved because of the moderate increment in under the EU Merger Regulation the market shares brought about by the acquisition of several subsidiaries of transaction, the presence of a number Kuoni Travel Investments Ltd of of strong market players and the overall Switzerland by REWE-Zentralfinanz level of overcapacity in the market. The eG of Germany. The Commission transaction was examined under the concluded that the proposed acquisition normal merger review procedure. To would raise no competition concerns. read the relevant press release of the The transaction was examined under European Commission click here. the simplified merger review procedure.

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The European Commission cleared acquisition of joint control over Delion acquisition of HCC Insurance by Tokio France by Banque publique Marine d’investissement (Bpifrance), both of France, and Springwater Capital of The European Commission approved Switzerland. The Commission under the EU Merger Regulation the concluded that the proposed acquisition acquisition of HCC Insurance would raise no competition concerns, Holdings, Inc. of the US by Tokio because the companies involved are not Marine Holdings, Inc. of Japan. The active in the same markets. The Commission concluded that the transaction was examined under the proposed acquisition would raise no simplified merger review procedure. competition concerns because of the To read the relevant press release of companies' limited activities and the European Commission click here. moderate combined market shares in Europe. The transaction was assessed The European Commission cleared under the simplified merger review acquisition of Sitel by Acticall procedure. To read the relevant press release of the European Commission The European Commission approved click here. under the EU Merger Regulation the acquisition of Sitel Worldwide The European Commission cleared Corporation of the US by Groupe acquisition of joint control over Acticall S.A of Luxembourg. Sitel is DEFTA Group by Naxicap and Fonds specialised in customer care services Avenir Automobile through contact centres. Acticall is an integrated group providing customer The European Commission approved relationship management services, under the EU Merger Regulation the notably through call centres. The acquisition of joint control over Commission concluded that the DEFTA Group by Naxicap and Fonds proposed acquisition would raise no Avenir Automobile, all of France. The competition concerns, because of the Commission concluded that the companies' limited combined market proposed acquisition would raise no position resulting from the transaction. competition concerns, because there The transaction was examined under are very limited overlaps between the the simplified merger review procedure. companies' activities in the concerned To read the relevant press release of market. The transaction was examined the European Commission click here. under the simplified merger review procedure. To read the relevant press The European Commission cleared release of the European Commission acquisition of joint control over click here. Mitsubishi Agricultural Machinery by Mitsubishi Heavy Industries and The European Commission cleared Mahindra & Mahindra acquisition of joint control over Delion France by Bpifrance and Springwater The European Commission approved Capital under the EU Merger Regulation the acquisition of joint control over The European Commission approved Mitsubishi Agricultural Machinery Co. under the EU Merger Regulation the Ltd. (‘MAM’) by Mitsubishi Heavy

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Industries Ltd. (‘MHI’), both of Japan, The European Commission cleared and Mahindra & Mahindra Limited of acquisition of BHF-KB by Fosun India (‘Mahindra’). MAM manufactures and sells agricultural equipment. MHI The European Commission approved produces heavy machinery, while under the EU Merger Regulation the Mahindra manufactures utility vehicles acquisition of BHF Kleinwort Benson and agricultural equipment. The Group SA ("BHF-KB") of Belgium by Commission concluded that the Fosun International Limited of China. proposed transaction would raise no BHF-KB is active in banking and competition concerns as the activities of wealth and asset management. Fosun MAM in the European Economic Area has activities in insurance and banking, are limited. The operation was in the industrial sector (mainly examined under the simplified merger pharmaceuticals, healthcare, steel and procedure. To read the relevant press mining), as well as in investment and release of the European Commission asset management. The Commission click here. concluded that the proposed acquisition would raise no competition concerns The European Commission cleared because of the companies' moderate acquisition of Invermik by the Bright combined market shares on the Food Group markets concerned. The transaction was assessed under the simplified The European Commission approved merger review procedure. To read the under the EU Merger Regulation the relevant press release of the European acquisition of Invermik S.A. of Spain by Commission click here. the Bright Food Group of the People’s Republic of China. The Bright Food The European Commission cleared Group is active in food production, acquisition of joint control over ICBPI processing and distribution. Invermik by Advent International and Bain sells daily consumer goods at wholesale Capital in banking sector and retail level and offers wholesale cash & carry services, primarily in The European Commission approved Spain. The Commission concluded that under the EU Merger Regulation the the proposed acquisition would raise no acquisition of joint control over Istituto competition concerns because the Centrale delle Banche Popolari Italiane companies' are not active in the same S.p.A ("ICBPI") of Italy by Advent markets. Moreover, the Commission International Corporation ("Advent decided that the links among their International") and Bain Capital activities in related markets are limited Investors, L.C.C. ("Bain Capital"), both and numerous alternative suppliers and of the US. The Commission concluded customers will remain active in the that the proposed acquisition would markets. The operation was examined raise no competition concerns because under the normal merger review of the companies' moderate combined procedure. To read the relevant press market shares on the markets release of the European Commission concerned. The transaction was click here. examined under the normal merger review procedure. To read the relevant press release of the European Commission click here.

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The European Commission cleared simplified merger review procedure. To acquisition of joint control over WMF read the full press release of the by KKR and FIBA European Commission click here.

The European Commission approved The European Commission cleared under the EU Merger Regulation the acquisition of Moy Park by JBS acquisition of joint control over WMF Group GmbH ("WMF") of Germany by The European Commission approved KKR & Co. L.P. ("KKR") of the US and under the EU Merger Regulation the FIBA Beteiligungs- und Anlage GmbH acquisition of Moy Park (Holdings) ("FIBA") of Austria. KKR, a private Europe Limited of the United equity company, currently holds sole Kingdom by JBS S.A. of Brazil. JBS is a control over WMF. WMF produces meat producer with activities in various and distributes table- and kitchenware countries. Moy Park is a supplier of and small electrical appliances for fresh and processed poultry meat active households as well as table- and particularly in the United Kingdom and kitchenware and fully automated coffee Ireland. The Commission concluded machines for professional use. The that the proposed acquisition would Commission concluded that the raise no competition concerns because proposed acquisition would raise no of the parties’ limited market shares competition concerns, because the and the small market share increments companies' activities do not overlap. brought by the transaction. The The transaction was examined under transaction was examined under the the normal merger review procedure. simplified merger procedure. To read To read the relevant press release of the relevant press release of the the European Commission click here. European Commission click here.

The European Commission cleared The European Commission cleared acquisition of Stemcor by Apollo in acquisition of TriStyle by investment steel sector firm Equistone

The European Commission approved The European Commission approved under the EU Merger Regulation the under the EU Merger Regulation the acquisition of Stemcor Limited and acquisition of TriStyle Mode GmbH of Stemcor Holding 2 Limited (together Germany by Equistone Partners Stemcor) and their subsidiaries of the Europe Ltd. (together with its portfolio United Kingdom by the Apollo Group companies "Equistone") of the United of the US. The Apollo Group is a Kingdom. Equistone, headquartered in private equity company that invests in London, is an independent investment companies involved in various firm that invests mainly in medium- businesses throughout the world; sized companies, with a portfolio Stemcor trades and distributes steel and spanning a number of industries. steel-making raw materials globally. The TriStyle is a Munich-based multi- Commission concluded that the channel clothing and footwear retailer, proposed acquisition would raise no with a focus on high quality women's competition concerns because the apparel sold mainly in Germany under companies' activities do not overlap. the domains "Peter Hahn" and The operation was examined under the "Madeleine". The Commission

July - October 2015 Page 14 C&RR, Issue 2015/4 concluded that the proposed acquisition examined under the simplified merger would raise no competition concerns, review procedure. To read the relevant because the parties are not active in the press release of the European same markets. The transaction was Commission click here. examined under the simplified merger procedure. To read the full press The European Commission approved release of the European Commission acquisition of joint control over Data 4 click here. Group by Colony and AXA

The European Commission approved The European Commission approved acquisition of PartnerRe by Exor under the EU Merger Regulation the proposed acquisition of joint control The European Commission approved over the Data 4 Group of Luxembourg under the EU Merger Regulation the by Colony Capital Inc. of the US and acquisition of PartnerRe Ltd. of AXA REIM SA (belonging to the AXA Bermuda by Exor S.p.A of Italy. group) of France. The Data 4 Group ParnterRe is active globally in the owns, develops and operates data reinsurance and, to a limited extent, in centres and, in addition, offers network the specialty insurance business. Exor is services, customised cloud solutions, an investment company having a consulting, training and support portfolio of companies active in various services. Colony provides real estate sectors including the provision of services and manages investments. The marine cargo and marine hull AXA group is active in the field of life, insurance. The Commission concluded health and other insurance, as well as that the proposed acquisition would investment management. The raise no competition concerns, given Commission concluded that the the companies' limited combined proposed acquisition would not raise market share resulting from the competition concerns, in particular transaction. The case was assessed because the Data 4 Group's activities under the simplified merger review and those of Colony and the AXA procedure. To read the relevant press group do not overlap. To read the release of the European Commission relevant press release of the European click here. Commission click here.

The European Commission cleared The European Commission approved acquisition of SoftwareONE by KKR acquisition of joint control over Koninklijke Ten Cate by equity funds The European Commission approved Gilde Fund IV and Parcom Fund IV under the EU Merger Regulation the acquisition of SoftwareONE of The European Commission approved Switzerland by KKR of the United under the EU Merger Regulation the States. KKR is a global investment firm. acquisition of joint control over SoftwareONE is a software licensing Koninklijke Ten Cate by Gilde Fund company. The Commission concluded IVand Parcom Fund IV, all of the that the proposed acquisition would Netherlands. Koninklijke Ten Cate is a raise no competition concerns, because supplier of advanced textiles and of the limited overlaps between the composites, geosynthethics and artificial parties' activities. The transaction was grass. Both Gilde Fund IV and Parcom

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Fund IV are private equity funds provider of financial advisory services. investing mainly in medium-sized Corsair Capital is a private equity firm, companies. The Commission focusing on investing in companies in concluded that the proposed acquisition the financial services sector worldwide. would raise no competition concerns, in First Eagle is an investment particular because there are no overlaps management firm active in the US. The between the activities of Gilde Fund IV Commission concluded that the and Parcom Fund IV and their proposed acquisition would raise no portfolio companies, on the one hand, competition concerns, since First Eagle and those of Koninklijke Ten Cate has no assets and no revenues in the N.V. on the other hand. The European Economic Area. The transaction was examined under the transaction was assessed under the simplified merger review procedure. To simplified merger review procedure. To read the relevant press release of the read the relevant press release of the European Commission click here. European Commission click here.

The European Commission cleared The European Commission cleared acquisition of GE's European vehicle acquisition of Veritas by The Carlyle fleet leasing business by BNP Paribas Group

The European Commission approved The European Commission approved, under the EU Merger Regulation the under the EU Merger Regulation, the acquisition of the European vehicle acquisition of Veritas, the information fleet leasing business of General management business of Electric Capital Corporation of the Symantec Corporation by The Carlyle United States by Arval Service Lease Group L.P all of the United SA, a subsidiary of BNP Paribas SA of States. Carlyle is a global investment France. The Commission concluded firm. Veritas produces storage software. that the proposed acquisition would The Commission concluded that the raise no competition concerns because proposed acquisition would raise no of its limited impact on the market competition concerns, because the structure. The transaction was companies' are not present in the same examined under the simplified merger markets. The transaction was examined review procedure. To read the relevant under the simplified merger review press release of the European procedure. To read the relevant press Commission click here. release of the European Commission click here. The European Commission approved acquisition of First Eagle by Blackstone and Corsair Capital The European Commission cleared Intel's acquisition of Altera The European Commission approved under the EU Merger Regulation the The European Commission cleared acquisition of joint control over First under the EU Merger Regulation the Eagle Investment Management LLC by proposed acquisition of Altera by Intel, Blackstone Group L.P. and Corsair both US suppliers of electronic Capital LLC, all of the US. Blackstone components. The companies supply is a global alternative asset manager and different types of semiconductors.

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Semiconductors are electronic US. Securitas Direct offers security components that can be found in services and provides monitored alarm virtually every electronic device today. solutions for residential and small The end-products that contain business customers. Hellman & semiconductors range from base Friedman is a private equity firm. The stations, mobile phones, computers, Commission concluded that the domestic appliances and cars, to proposed acquisition would raise no medical equipment, identification competition concerns, because neither systems, large-scale industry electronics Hellman & Friedman nor any of its and aerospace equipment. To read the portfolio companies are active in the full press release of the European same markets as Securitas Direct. The Commission (IP-15-5841) click here. transaction was examined under the simplified merger review procedure. To The European Commission signed best read the relevant press release of the practices cooperation framework with European Commission click here. China The European Commission cleared The European Commission's joint venture between Amcor and Sidel competition department and the Ministry of Commerce (Mofcom) of the The European Commission approved People's Republic of China signed on under the EU Merger Regulation the 15.10.2015 in Beijing best practices for creation of a joint venture by Amcor cooperation on reviewing mergers. Group GmbH ("Amcor") of Switzerland Commissioner Margrethe Vestager, in and Sidel Participations SAS ("Sidel") of charge of competition policy, France. Amcor is a manufacturer and commented: “A growing number of supplier of rigid and flexible packaging international transactions need to get products for the food, beverage, the green light in several jurisdictions. healthcare, home and personal care and The cooperation framework agreed tobacco industries. Sidel is a global today between the Commission and provider of packaging equipment and China's merger review authority solutions, in particular stretch blow Mofcom reflects our commitment to a moulding machinery for blowing PET stronger cooperation between our two plastic bottles and filling machines for competition authorities." To read the plastic and glass bottles and cans. Sidel full press release of the European is controlled by the Tetra Laval Group. Commission (IP-15-5843) click here. The Commission concluded that the proposed acquisition would raise no The European Commission cleared competition concerns. The transaction acquisition of Securitas Direct by was examined under the simplified Hellman & Friedman merger review procedure. To read the relevant press release of the European The European Commission approved Commission click here. under the EU Merger Regulation the acquisition of Dream Luxco SCA, the ultimate holding company of Securitas Direct, and its subsidiaries (together 'Securitas Direct') of Sweden, by Hellman & Friedman LLC, of the

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The European Commission cleared The European Commission approved acquisition of controlling stake in NXP’s acquisition of Freescale, subject HASCO's Chinese automotive casting to conditions components activities by KSPG

The European Commission approved The European Commission approved under the EU Merger Regulation the under the EU Merger Regulation the acquisition of joint control over proposed acquisition of Freescale (of HASCO's Chinese automotive casting Bermuda) by NXP (of the components activities by HASCO of Netherlands). Both companies China and KSPG of Germany. The manufacture semiconductors at the Commission concluded that the global level. The approval is conditional proposed acquisition would raise no upon NXP divesting its radio frequency competition concerns because the power business to address the companies' activities do not overlap in Commission's concerns that the the European Economic Area and the takeover could otherwise have led to target will not be active in the EEA. The higher prices and less competition in transaction was examined under the this specific market. To read the full simplified merger review procedure. To press release of the European read the relevant press release of the Commission (IP-15-5674) click here. European Commission click here. The European Commission opened in- depth investigation into Staples' The European Commission opened in- proposed takeover of Office Depot depth investigation into acquisition of parts of Walki's industrial packaging The European Commission opened an division by Mondi. in-depth investigation under the EU

Merger Regulation into the acquisition The European Commission opened an of office supplies distributor Office in-depth investigation to assess whether Depot by its competitor Staples, both of the proposed acquisition by Mondi of the US. The Commission had concerns two industrial packaging plants currently that the takeover could lead to price owned by Walki is in line with the EU increases and less choice. The Merger Regulation. The Commission Commission’s preliminary investigation had concerns that the removal of a key indicated potential competition competitor may lead to less choice and concerns in the market for the supply of ultimately higher prices for customers office products to business customers of wrapping materials which also serve through international contracts in the as moisture barriers. The Commission European Economic Area, as well as in has until 18 January 2016 to investigate the market for the supply of office whether these initial concerns are products to business customers through confirmed. The opening of an in-depth national contracts in the Netherlands investigation does not prejudge the and Sweden. The Commission now has outcome of the investigation. To read until 10 February 2016, to take a final the full press release of the Commission decision. To read the full press release (IP-15-5580) click here. of the European Commission (IP-15- 5716) click here.

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The European Commission approved The European Commission approved acquisition of joint control of Lowell the acquisition of Genworth LPI by and GFKL by Permira and OTPP in AXA in insurance sector debt recovery sector The European Commission approved The European Commission approved under the EU Merger Regulation the under the EU Merger Regulation the acquisition of part of the insurance acquisition of joint control over Metis business of Genworth Financial Inc. of Bidco Limited and its subsidiaries (and the US by AXA S.A. of France. In Garfunkelux Holdco 1 S.à.r.l. and its particular, AXA will take over five subsidiaries by private equity firm Genworth companies. Both AXA and Permira Holdings Limited of Guernsey the Genworth companies provide life and Ontario Teachers’ Pension Plan and non-life insurance and reinsurance. Board of Canada. The Commission The Commission concluded that the concluded that the proposed acquisition proposed acquisition would not raise would raise no competition concerns, competition concerns because the because the companies' activities do not overlaps between the companies' overlap, since Lowell Group is mainly activities are either not significant or the active in the UK, whereas GFKL increment resulting from the transaction Group is active in Germany. The is very limited. The transaction was transaction was assessed under the assessed under the simplified merger simplified merger review procedure. To review procedure. To read the relevant read the relevant press release of the press release of the European European Commission click here. Commission click here.

The European Commission cleared The European Commission cleared the acquisition of joint control over a acquisition of HellermannTyton Group portfolio of hotels by Benson Elliot, by Delphi Automotive Walton Street and Starwood The European Commission approved The European Commission approved under the EU Merger Regulation the under the EU Merger Regulation the acquisition of HellermannTyton Group acquisition of joint control over a hotel by Delphi Automotive, both of the portfolio comprising eight hotels United Kingdom. HellermannTyton located in Nuremberg (Germany), manufactures and supplies cable Rome, Venice, Milan (Italy), Warsaw management solutions for the (Poland), Paris (France) and Brussels automotive, electrical and (Belgium) by Benson Elliot of the telecommunication sectors. Delphi United Kingdom and Walton Street of manufactures and supplies automotive the US. The Commission concluded components mainly relating to the that the proposed acquisition would electrical architecture, powertrain and raise no competition concerns, because safety systems of vehicles to original of its limited impact on the market equipment car manufacturers. The structure. The transaction was Commission concluded that the examined under the simplified merger proposed acquisition would raise no review procedure. To read the relevant competition concerns because the press release of the European companies' activities only overlap to a Commission click here. very limited extent in the same markets.

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To read the relevant press release of dissuasive penalties because the overall the European Commission click here. limitation period is too brief, Italian law is liable to affect the financial interests UK: CMA orders remedy to meet of the European Union. The case concern over lubricants merger concerned the criminal proceedings in Italy against Mr. Taricco and others In its final report published on charged with having formed and 12.08.2015, the CMA found that organized, between 2005 and 2009, a Reckitt Benckiser’s anticipated criminal conspiracy in which they put in acquisition of the K-Y brand could lead place fraudulent “VAT carousel” legal to higher prices for personal lubricants. arrangements. To read the full press The CMA concluded the merger could release of the CJEU (No 95/15) click lead to a substantial lessening in here. competition making customers buying these products in grocery retailers and CJEU ordered Italy to pay fine for national pharmacy chains worse off due delay in recovering aid incompatible to higher prices. To read the full press with common market release of the CMA click here. On September 17, 2015, the CJEU UK: CMA published rendering merger issued its judgment in case C-367/14 issues statement as part of its inquiry (Commission v Italy) and ordered Italy into Linergy’s completed acquisition of to pay a fine of €12 million per Ulster Farm By-Products semester of delay for its delay in recovering state aid incompatible with The inquiry group of CMA panel the common market, namely for members must decide whether the granting reductions in and relief from acquisition has created a relevant social security contributions to firms. merger situation and, if so, whether the Furthermore, the Court considered that creation of that situation may be the effective prevention of future expected to result in a substantial repetition of similar infringements of lessening of competition within any EU law requires the adoption of a market or markets in the UK for goods dissuasive measure such as the or services. The inquiry group must imposition of a lump sum payment, and report by 11 January 2016. To read the set the amount of the lump sum full press release of the CMA click payment to be made by Italy at € 30 here. million. To read the full press release of the CJEU (No 103/15) click here. Preliminary ruling of the CJEU in joint State Aid cases Juan Miguel Iglesias Gutiérrez (C-352/14), Elisabet Rion Bea The CJEU issued ruling concerning (C-353/14) vs. Bankia SA penalties in VAT fraud cases On 15.10.2015, the EU Court of Justice On September 8, 2015 the CJEU ruled on questions referred by a issued its judgment in case C-105/14 Spanish court regarding the (Ivo Taricco and others), ruling that in interpretation of a Commission cases of serious fraud in relation to decision of 2012 (C(2012) 8764) that VAT, the imposition of effective and had found state aid granted to the

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Spanish bank BFA in line with EU state upheld the Commission's 2012 aid rules subject to certain conditions. decision. The Court held in particular One of the conditions was that that the Commission was not time- severance payments made in the barred to impose a fine on Uralita in context of BFA's restructuring should 2012. To read the full judgment of the approach the legal minimum. Two GC in case T-250/12 click here. BFA employees whose contracts had been terminated during the restructuring process and who had The European Commission opened received compensation according to an two in-depth investigations into agreement between BFA and the trade Hungary's food chain inspection fee unions, brought an action before a and tax on tobacco sales Spanish court seeking higher compensation. The CJEU held that the The European Commission opened Commission's 2012 decision and EU two separate in-depth investigations to state aid rules in general do not further examine whether two recent preclude the application of Spanish Hungarian measures with steeply legislation on the basis of which progressive rate structures are in line compensation higher than the legal with EU state aid rules. The first minimum could be paid to the two measure concerns a food chain employees. To read the judgment of inspection fee and the second a tax on the CJEU in in Joined Cases C-352/14 turnover from the production and trade and C-353/14 click here. of tobacco products. The Commission also issued injunctions, prohibiting Hungary from applying the progressive rates of the food chain inspection fee Judgment of the GC in the case and the tobacco tax until the T-250/12, Corporación Empresarial de Commission has concluded its Materiales de Construcción, SA, assessment. The opening of in-depth formerly Uralita vs. European investigations gives interested third Commission parties the opportunity to comment on the measures under assessment. It does On 06.10.2015, the GC ruled on an not prejudge the outcome of the appeal by Corporación Empresarial de investigations. To read the full press Materiales de Construcción (formerly release of the Commission (IP-15-5375) Uralita) against a Commission decision click here. of 2012 that had amended the Commission's 2008 decision fining several companies for participating in a The European Commission approved cartel in the markets for sodium €117 million in investment aid for chloride. The 2012 decision had NEXEN tire plant in Czech Republic reduced the fine for Uralita in order to ensure that its liability as a parent The European Commission approved company did not exceed those of its regional investment aid totaling almost subsidiary Aragonesas, following a €117million to Nexen Tire Corporation partly successful appeal by the Czech s.r.o. (Nexen) for the subsidiary. Uralita brought an action for construction of a tyre production plant annulment of the 2012 decision. The in Žatec, Czech Republic. The GC entirely dismissed the action and

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Commission found that the aid granted click here, and to read the Member by the Czech Republic was compatible State reports click here. with EU state aid rules, and that it promotes regional development without unduly distorting competition in the Energy internal market. To read the full press release of the Commission (IP-15-5435) The CJEU ruled that Italian company click here. A2A must repay compound interest on top of illegal state aid

The European Commission approved On 03.09.2015 the CJEU, in its £50 million UK support for the judgment in case C-89/14 (A2A v research and development of an Agenzia delle Entrate) ruled that Italian innovative space launcher engine energy company A2A must pay back €120 million in compound interest on The European Commission found that top of repaying €170 million in illegal a £50 million (around €71 million) state aid, which had been granted to grant that the UK authorities intend to said company at the beginning of the provide for designing a SABRE space 1990s. This is due to the fact that EU launcher engine is in line with EU state law does not preclude Italian legislation aid rules. SABRE is a research and which, by reference to an EU regulation development (R&D) project carried out not in force at the time, provides for the by UK company Reaction Engines application of compound interest to the Limited (REL). The project aims to recovery of state aid. To read the full develop an engine that would power a press release of the CJEU (No 94/15) reusable airframe to launch satellites click here. into low Earth orbit, significantly reducing the costs of such space missions. The Commission found that Judgment of the CJEU in case C-357/14 the measure fosters aerospace R&D in P--Electrabel SA, Dunamenti Erőmű Europe while limiting distortions of Zrt. v. Commission competition in the Single Market. To read the full press release of the The Court of Justice ruled on an appeal Commission (IP-15-5495) click here. by the Hungarian electricity generator Dunamenti Erőmű agaist a General Court ruling that had upheld a The European Commission published Commission decision of 2008. The Member State reports to make state Commission's 2008 decision support for the provision of public (2009/609/EC) had found state aid services more transparent granted by Hungary to seven power generation companies, including The European Commission published Dunamenti Erőmű, through long-term on 08.09.2015 Member States' reports power purchase agreements was on compliance with the rules on State incompatible with EU state aid rules aid for the provision of services of and had to be paid back by the general economic interest (SGEI) in beneficiaries. The CJEU now entirely 2012-2014. To read the full press confirmed the Commission's findings of release of the European Commission 2008 and dismissed the appeal. The

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Court held in particular that the from access to its liquefaction facilities relevant date for assessing the existence that supply LNG into the European of state aid in measures implemented Economic Area or from gas before the EU accession of a Member transportation and processing State is the date of accession and not infrastructure in the North Sea. To the date when the measure was read the full press release of the implemented. To read the full Commission (IP-15-5581) click here. judgment of the CJEU in case C-357/14 click here. The European Commission cleared joint acquisition of French The European Commission ordered hydrocarbons-storage company by France to recover €1.37 billion in Ardian and EDF incompatible aid from EDF The European Commission approved The European Commission decided under the EU Merger Regulation the that Électricité de France (EDF), the acquisition of joint control over Géosel main electricity provider in France, has Manosque by Ardian and Electricité de been granted tax breaks incompatible France, all of France. The Commission with EU rules on State aid. In 1997 concluded that the proposed acquisition France did not levy all the corporation would raise no competition concerns, tax payable by EDF when certain because the companies' activities do not accounting provisions were reclassified overlap. The transaction was examined as capital. This tax exemption conferred under the simplified merger review on EDF an undue economic advantage procedure. To read the relevant press compared with other operators on the release of the European Commission market and so distorted competition. In click here. order to remedy this distortion, EDF must now repay that aid. To read the full press release of the Commission The European Commission cleared (IP-15-5424) click here. GE's acquisition of Alstom's power generation and transmission assets, subject to conditions The European Commission cleared acquisition of BG Group by Royal Following an in-depth review, the Dutch Shell Commission approved under the EU Merger Regulation the proposed The European Commission approved acquisition of the energy businesses of under the EU Merger Regulation the Alstom of France by US-based General acquisition of BG Group by Royal Electric (GE). The approval is Dutch Shell. The Commission conditional upon the divestiture of concluded that the takeover would not central parts of Alstom's heavy duty gas lead to Shell benefiting from market turbines business to Ansaldo of Italy. power in a number of markets, namely The Commission had concerns that the oil and gas exploration, the liquefaction transaction would have eliminated one of gas and the wholesale supply of of the main global competitors of GE in liquefied natural gas (LNG). Moreover, the heavy duty gas turbines market, the Commission found that Shell would where GE is the world's largest be unable to shut out its competitors manufacturer and Alstom is the

July - October 2015 Page 23 C&RR, Issue 2015/4 number three or four player globally. combined market positions and the This would have led to less innovation presence of a number of strong players and higher prices in a market for a providing storage terminal facilities for technology vital to meeting climate oil products and producing bitumen. change goals. The commitments The transaction was examined under offered by GE address these concerns. the simplified merger review procedure. To read the full press release of the To read the relevant press release of Commission (IP-15-5606) click here. the European Commission click here.

The European Commission cleared The European Commission approved Dutch biodiesel joint venture by aid for Finland's first LNG terminal Wilmar and Fox Petrolifera

The European Commission concluded The European Commission approved that Finland's plans to grant €23 million under the EU Merger Regulation the of public funding for the construction of creation of a Dutch joint venture a small scale LNG terminal at Pori, in company by Wilmar International the Satakunta region on Finland's west Limited of Singapore and Fox coast, are compatible with EU state aid Petrolifera Italiana SpA of Italy. The rules. The Commission concluded that joint venture will produce biodiesel and the project contributes to its by-products from an existing Italian environmental protection and to the biodiesel plant currently operated by security of gas supply in Finland whilst Fox Petrolifera. The Commission maintaining competition in the Single concluded that the proposed acquisition Market. Moreover, according to the would raise no competition concerns, press release of the European because the companies' combined Commission the operator of the market position would remain highly infrastructure will be under an limited on all markets involved and they obligation to provide access to would continue to face significant interested users at a competitive price, competitive pressure from various in order to ensure that the aid is limited strong, multinational competitors. The to the minimum necessary for triggering transaction was examined under the the investment and that distortions of simplified merger review procedure. To competition and trade are minimized. read the relevant press release of the To read the full press release of the European Commission click here. European Commission (IP-15-5689) click here. The European Commission cleared acquisition of GPG by KIA and GNF The European Commission cleared in energy sector acquisition of VTTI by Vitol The European Commission approved The European Commission approved under the EU Merger Regulation the under the EU Merger Regulation the acquisition of joint control over Global acquisition of VTTI by Vitol, both of Power Generation S.A.U ("GPG") of the Netherlands. The Commission Spain by the Kuwait Investment concluded that the proposed acquisition Authority (“KIA”) of Kuwait and by would raise no competition concerns Gas Natural SDG, S.A. ("GNF") of given the companies' moderate Spain. The Commission concluded that

July - October 2015 Page 24 C&RR, Issue 2015/4 the proposed acquisition would raise no until the HCC decision on the case competition concerns, because the concerning the ex officio adoption of companies' are not active in the same interim measures is issued. The case is markets. The transaction was examined examined within the context of a under the simplified merger review pending investigation in the markets for procedure. To read the relevant press the production and trade of electricity, release of the European Commission which was initiated following a click here. complaint by Aluminium and its parent group Mytilineos Holdings for alleged abuse of dominance by PPC by refusal EU-Ukraine-Russia talks agreed on the to supply electricity and deal with the terms of a binding protocol to secure complainant. To read the full press gas supplies for the coming winter release of the HCC click here.

After several rounds of trilateral and Greece: HCC cleared concentration bilateral negotiations over the last consisting of the establishment of a joint months, the European Commission, venture, Ecorecovery S.A., by the Russian Federation and Ukraine Interbeton S.A. and Polyeco S.A. agreed on 25.09.2015 on the terms of gas deliveries to Ukraine for the By its unanimous Decision No. st upcoming winter period from the 1 of 616/2015, the HCC approved, under October until the end of March 2016. Greek merger control rules, the The parties initialized the binding proposed creation of a joint venture, protocol and submitted it to the Ecorecovery S.A., by Interbeton respective governments for Building Materials S.A. and Polyeco confirmation. To read the full S.A., a waste management company. statement of the European Commission According to the decision, the notified (STATEMENT-15-5724) click here. concentration resulting to the creation of a joint venture active in the provision Greece: Adjournment of hearing of and distribution of derived (secondary) interim measures and issuance of fuel (solid waste management for energy provisional order against PPC SA recovery) does not raise serious doubts as to its compatibility with competition The Hellenic Competition Commission rules in the relevant markets concerned (HCC) deferred the hearing of the case by the concentration. To read the full concerning ex officio adoption of press release of the HCC click here. interim measures against Public Power Corporation S.A. Greece (PPC) until Greece: HCC accepted commitments September 25th, 2015. With the same proposed by 9 fuel trading companies decision the HCC issued a provisional to address competition concerns in the order by which PPC is obliged: a) to retail fuel market suspend its statement to the Independent Power Transmission By a unanimous decision, the HCC Operator S.A. to cease representing the accepted commitments proposed by 9 electricity meters of Aluminium of wholesale fuel companies, namely Greece S.A. (Aluminium) and b) to “HELLENIC FUELS S.A” (former BP refrain from any action interrupting the Hellas), “EKO S.A.”, “AVIN OIL provision of electricity to Aluminium, S.A.” “CORAL S.A.” (former Shell

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Hellas), “CYCLON HELLAS S.A.”, the full press release of the HCC click “ELINOIL HELLENIC here. PETROLEUM COMPANY S.A.”, “AEGEAN OIL”, “MAMIDOIL- Greece: RAE published the results of JETOIL S.A” and “REVOIL S.A.”, so the public consultation for the as to meet the competition concerns amendment of article 237 of the Code expressed to them by the HCC. To for Non-Interconnected Islands read the full press release of the HCC click here. The Regulatory Authority for Energy (RAE), following its invitation dated Greece: HCC accepted the amendment 06.08.2015 for the participation in the of commitments concerning the supply public consultation for the amendment of natural gas through electronic of article 237 of the Code for Non- auctions, as proposed by DEPA Interconnected Islands, published on 21.10.2015 the table of participants in By its unanimous Decision No the consultation, as well as the contents 618/2015, the HCC accepted a of the letters submitted in that regard. proposal from DEPA to revise partly To read the full press release of RAE the commitments adopted with earlier click here. HCC’s decisions (551/VII/2012, 589/2014 and 596/2014), and in France: The Autorité de la particular to amend the specific terms Concurrence unconditionally cleared of the system for the supply of natural the acquisition of Solairedirect by Engle gas through electronic auctions (gas (GDF Suez) release program), also in view of the forthcoming annual auction. This The Autorité de la concurrence cleared partial revision aims at promoting a the acquisition of the Solairedirect more efficient functioning of electronic company, which specializes in the auctions at a transitional phase, until photovoltaic sector, by the Engie Group assessment of the effects that may result (new brand name of the GDF Suez from the application of the recently Group), a worldwide player in the enacted Law 4336/2015. Given the energy sector. Engie and Solairedirect recent broadening of the Selecting are both involved in the development, Natural Gas Customer group and the construction, operation and resulting possibility thereof to be maintenance of photovoltaic power directly supplied with natural gas plants in France. Engie is also active in through auctions conducted by DEPA, the markets for the production and as well as the change brought to the wholesale of electricity. The Autorité scheme of the existing three Gas considered that this transaction was not Suppliers Companies (amendments likely to harm competition in the that were recently adopted by Laws photovoltaic power plants sector insofar 4336/2015 and 4337/2015), the HCC as the parties' combined market share shall revisit the matter of the natural gas remains limited. Likewise, Engie's disposable quantities through auctions, position in the production and in collaboration with the Regulatory wholesale trading of electricity is Authority for Energy, also taking into limited. In that respect, the transaction account the evolution of demand at the does not give rise to any risk of vertical forthcoming annual auction. To read effect between the production market and that of photovoltaic power plants.

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Therefore, the Autorité unconditionally Electronic Communications cleared the transaction. To read the full press release of the Autorité de la CJEU ruled that shareholder loan concurrence click here. offered to France Télécom by the French authorities at a time when the telephone operator was undergoing a UK: CMA published final major crisis cannot be classified as State determinations in 2 appeals against aid Ofgem’s price control decision for electricity distribution network On 02.07.2015, the CJEU by its operators judgment in joined cases T-425/04 T- 444/04 annulled the European In March, the CMA had announced Commission’s decision to classify the that it had granted permission to (i) offer of a loan made to France Télécom Northern Powergrid (Northeast) from the French State as State aid. To Limited and Northern Powergrid read the full judgment of the CJEU in (Yorkshire) plc (together ‘NPg’) to joined cases T-425/04 T-444/04 click appeal against Ofgem’s decision to here. modify its 2 licences; and (ii) British Gas Trading Limited (BGT) to appeal Judgment of the GC in Case T-674/11 against Ofgem’s decision to modify the (TV2/Danmark v Commission) and licences of 10 distribution network Case T-125/12 operators (DNOs). In its determination (Viasat Broadcasting UK v on NPg’s appeal, the CMA dismissed 2 Commission) of the 3 grounds of appeal. It upheld one ground in relation to Ofgem’s The Court ruled on two actions for adjustments to reflect potential savings annulment of a Commission decision of available from the introduction of smart 2011 concerning the financing of the grids and other technological Danish public broadcaster TV2. The innovations. In its determination on the Commission's 2011 decision had found BGT appeal, the CMA dismissed 4 of that the financing of TV2 between 1995 the 5 grounds of appeal. The CMA and 2002 involved state aid in the upheld, in part, one ground which meaning of the EU rules and that this sought to challenge the adjustment that aid was in line with EU rules on state Ofgem made to the up-front rewards aid for public broadcasters. TV2 and penalties for DNOs in its appealed the decision on grounds that Information Quality Incentive scheme. the financing involved no state aid. The To read the full press release of the private broadcaster Viasat appealed the CMA click here. decision contending that the Commission should have found the financing incompatible. The court held that a small portion of TV2's financing, accrued from advertising income, involved no state aid and dismissed the remainder of the actions. To read the full judgment in Case T-125/12 click here. To read the full judgment in

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Case T-674/11 click here. release of the European Commission (IP-15-5774) click here. The European Commission sent a Statement of Objections on cross- The European Commission approved border provision of pay-TV services Nokia´s acquisition of Alcatel-Lucent available in UK and Ireland The European Commission approved The European Commission sent on under the EU Merger Regulation the 23.07.2015 a Statement of Objections proposed acquisition of Alcatel-Lucent to Sky UK and six major US film by Nokia. Both companies are global studios: Disney, NBC Universal, providers of telecommunications Paramount Pictures, Sony, Twentieth equipment and related services. The Century Fox and Warner Bros. The Commission concluded that the Commission took the preliminary view transaction would not raise competition that each of the six studios and Sky UK concerns, in particular because the have bilaterally agreed to put in place parties are not close competitors and contractual restrictions that prevent Sky since a number of strong global UK from allowing EU consumers competitors will remain active after the located elsewhere to access, via satellite transaction. To read the full press or online, pay-TV services available in release of the Commission (IP-15-5437) the UK and Ireland. To read the full click here. press release of the Commission (IP-15- 5432) click here. Statement issued by European Commissioner Vestager on The European Commission opened in- announcement by Telenor and depth investigation into proposed TeliaSonera to withdraw from acquisition of BASE Belgium by proposed merger Liberty Global Commissioner Margrethe Vestager in The European Commission opened an charge of competition policy said: “EU in-depth investigation under the EU merger control has to make sure that Merger Regulation to assess whether company tie-ups do not lead to reduced the proposed acquisition of BASE innovation, higher prices or reduced Company NV by Liberty Global would choice for consumers and do not harm effective competition. On the restrict competition in the internal basis of its initial investigation, the market. I believe that ensuring that Commission had concerns that the markets are competitive is key both to transaction could lead to higher prices, spur much needed innovation and less choice and less innovative services investment in European telecoms for customers in the Belgian markets, as well as to offer affordable telecommunications market. The prices to consumers. Every case has to Commission now has until 18 February be assessed on its own facts and merits. 2016, to take a decision. The opening In this specific case, based on the of an in-depth investigation does not Commission's in-depth analysis and prejudge the outcome of the evidence gathered, we are convinced investigation. To read the full press that the significant competition concerns required an equally significant

July - October 2015 Page 28 C&RR, Issue 2015/4 remedy. This means the creation of a Greece: HTPC announced the fourth mobile network operator. What completion of the public consultation the parties offered was not sufficient to for the granting of rights of Use of avoid harm to competition in Danish Radio Frequencies at the Frequency mobile markets.” To read the full bands in 24,5-26,5 GHz. statement of the European Commission (Statement-15-5627) click here. The public consultation started on September 11th 2015 and ended on The European Commission launched a October 12th 2015 and the following 360° review of telecoms rules respondents provided their comments: COSMOTE MOBILE The European Commission opened on TELECOMMUNICATIONS SA, 11.09.2015 a debate on the future of FORTHNET SA, VODAFONE- Europe's telecoms rulebook. The two PANAFON SA and WIND HELLAS consultations – one on Europeans' TELECOMMUNICATIONS SA. To broadband needs and the other read the full press release of the HTPC focusing on the review of the current click here. telecoms framework – will be open until 7 December 2015. To read the Greece: HTPC announced the relevant press release of the European completion of the Public Consultation Commission click here. on the necessity of the limitation of the number of rights of use of radiofrequencies at the Frequency The European Commission opened in- bands in1800 MHz and the licensing depth investigation into Hutchison's procedure proposed acquisition of Telefónica UK The public consultation started on The European Commission opened an September 11th 2015 and ended on in-depth investigation under the EU October 12th 2015 and the following Merger Regulation to assess whether respondents provided their comments: the proposed acquisition of Telefónica COSMOTE MOBILE UK by Hutchison would harm TELECOMMUNICATIONS SA, competition. The Commission had VODAFONE-PANAFON SA and concerns that the transaction could lead WIND HELLAS to higher prices, less choice and TELECOMMUNICATIONS SA. To reduced innovation for customers of read the full press release of the HTPC mobile telecommunications services in click here. the UK. The transaction would combine Telefónica UK with Three France: The Autorité de la UK, a subsidiary of Hutchison, which Concurrence cleared the acquisition of are respectively the second and the SFR by Numericable fourth largest mobile network operator (MNO) in the UK. This would create On 30 October 2014, the Autorité de la the largest MNO in the UK. To read concurrence cleared the acquisition of the full press release of the European SFR by Numericable, a subsidiary of Commission (IP-15-5956) click here. the Altice group, subject to commitments. Within this context,

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Numericable committed to provide reserved for Numericable-SFR. The access to its very high-speed cable Autorité took note of the lifting of the network. This commitment was made exclusivity clause prohibiting Orange to prevent Numericable from taking from deploying its FttH network in the advantage of its cable network to pre- municipalities within the area awarded empt customers in the very high-speed to Numericable-SFR. The immediate internet access sector. It aims to open lifting of this prohibition is such that it is up access to the cable network, thus likely to accelerate the deployment of enabling other internet service Very High-Speed FttH in these providers, whose very high-speed municipalities by Orange. To read the network infrastructures are currently full press release of the Autorité de la limited, to compete with Numericable Concurrence click here. in this market segment. This commitment is, however, planned on a provisional basis (5 years, renewable UK: CMA provisionally cleared BT/EE once) in order to preserve competitors' merger incentives to deploy their own infrastructures. To read the full press BT Group plc (BT) and EE Limited release of the Autorité de la (EE) are large telecommunications Concurrence click here. companies in the UK. They operate largely in separate areas with BT strong in supplying fixed communications France: Deployment of fibre optic services (voice, broadband and pay networks/Orange/Numericable-SFR co- TV), EE strong in supplying mobile financing agreement communications services, and limited overlap between them in both In its decision 14-DCC-160 of 30 categories of service. BT (including October 2014, the Autorité de la Openreach) also provides many fixed concurrence cleared the acquisition of services to other communications sole control of SFR by the Altice group, providers, including backhaul services the parent company of Numericable- to mobile communications providers SFR, subject to the implementation of such as EE, O2, Three and Vodafone. several commitments. The Altice group These backhaul services connect radio in particular committed to renegotiate masts to core networks. EE also with the Orange group the scope of the provides wholesale mobile services to municipalities in which SFR was other mobile service providers. After awarded deployment of the fibre optic looking in detail at different markets - network (FttH), under the terms of a including the supply of retail mobile, co-financing agreement entered into wholesale mobile, mobile backhaul, between SFR and Orange on 14 wholesale broadband and retail fixed November 2011. In a letter sent to broadband services – the CMA Orange on 22 July 2015, copied to the provisionally decided that the merger is Autorité, Numericable-SFR reported not expected to result in a substantial stalemate in the negotiations that had lessening of competition in any market been taking place since February 2015, in the UK. To read the full press and stated that it would not therefore release of the CMA click here. oppose the deployment of fibre by Orange in the areas that were previously

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Pharmaceuticals under the simplified merger review procedure. To read the relevant press The European Commission approved release of the European Commission the acquisition of Hospira by Pfizer, click here. subject to conditions The European Commission cleared The European Commission approved acquisition of Synlab by Cinven the proposed acquisition of Hospira by Pfizer under the EU Merger The European Commission approved Regulation. Both companies are US under the EU Merger Regulation the based and active globally in the acquisition of Synlab Holding GmbH development and marketing of human of Germany, by Cinven Capital pharmaceuticals. The approval is Management of Guernsey (United conditional on Pfizer divesting certain Kingdom). The Commission concluded sterile injectable drugs, as well as its that the proposed acquisition would infliximab biosimilar drug, which is raise no competition concerns because currently under development. The of the companies' limited combined Commission expressed concerns that market position. The transaction was the merged entity would have faced examined under the simplified merger insufficient competitive pressure from review procedure. To read the relevant the remaining players in the press release of the European corresponding markets, with a risk of Commission click here. price rises and discontinuation of the development of Pfizer's infliximab France: The European Commission biosimilar drug. The commitments referred the examination of two major offered by the companies address these merger cases back to the Autorité de la by removing the overlap between Pfizer Concurrence and Hospira in all the markets where the Commission identified competition The European Commission referred concerns. To read the full press release back to the Autorité de la Concurrence of the Commission (IP-15-5479) click two merger cases that would normally here. have fallen within its jurisdiction: the alliance agreement entered into The European Commission cleared between Auchan and Système U and acquisition of GSK's meningococcal the acquisition of sole control of Vitalia ACWY vaccines business by Pfizer by Vedici (health care institutions). In agreement with the companies The European Commission approved concerned, the European Commission under the EU Merger Regulation the considered that the French competition acquisition of the Nimenrix and authority was the best placed to review Mencevax vaccines businesses these transactions, particularly in belonging to GSK of the UK by an Irish relation to their national impact and the subsidiary of Pfizer of the US. The experience the Autorité has in the Commission concluded that the sectors concerned. To read the full proposed acquisition would raise no press release of the Autorité de la competition concerns because of the Concurrence click here. absence of overlap between the parties. The present transaction was examined

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Transport ruling. In particular, the Court held that the 2009 rules are not applicable to The CJEU ruled that The Portuguese compensation paid before they entered State will have to pay compensation to into force and annulled the the employees of TAP’s former Commission's 2010 decision in that subsidiary, Air Atlantis. respect. The CJEU referred the case back to the GC for a reassessment of On 09.09.2015, the CJEU by its the compensation paid after the entry judgment in case C-160/14 (João Filipe into force of the 2009 rules. To read Ferreira da Silva e Brito and Others v the full judgment of the CJEU in Case Estado português) ruled that the C-303/13 click here. Portuguese State will have to pay compensation to the employees of The European Commission approved TAP’s former subsidiary, Air Atlantis. acquisition of Aer Lingus by IAG, The Portuguese Supreme Court was subject to conditions obliged to seek a preliminary ruling from the Court of Justice on the The European Commission cleared concept of a “transfer of business”. under the EU Merger Regulation the The CJEU ruled that in this case, a proposed acquisition of Irish airline transfer of undertaking had occurred. Aer Lingus by International To read the full press release of the Consolidated Airlines Group (IAG). CJEU (No. 96/15) click here. IAG is the holding company of British Airways, Iberia and Vueling. The Judgment of the CJEU in Case clearance is conditional upon C-303/13 P--Commission vs. Andersen commitments offered by the parties to address the Commission’s concerns On 06.10.2015, the CJEU ruled on an regarding the transaction as notified. To appeal by the Commission against an read the full press release of the earlier GC ruling of March 2013. The Commission (IP-15-5371) click here. 2013 ruling had annulled a Commission decision of 2010 UK: Ryanair decided to withdraw its (2011/3/EU), holding that the latest and final appeal over the Commission was wrong in having requirement to reduce its shareholding retroactively applied EU state aid rules in Aer Lingus governing land transport that came into force in 2009 to measures concerning Ryanair sold its 29.8% stake to IAG the periods 2000-2004 and 2005-2014. following the European Commission’s The Commission's 2010 decision had decision to clear IAG’s bid for Aer found that public service contracts Lingus and the granting of necessary awarded by the Danish authorities to approval from the CMA. In July 2015, the Danish railway incumbent Danske the Competition Appeal Tribunal Statsbaner, were compatible with the (CAT) dismissed Ryanair’s appeal 2009 rules on state aid for land against the CMA’s decision of 11 June transport, subject to certain conditions. 2015. This had rejected Ryanair’s claim Jorgen Andersen, a competitor of that there had been a material change of Danske Statsbaner, brought an action circumstances since the CMA’s original for annulment of the Commission's decision requiring the airline to reduce decision (Case T-92/11). The Court of its shareholding in Aer Lingus to 5%. Justice now partly confirmed the GC

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Ryanair then sought permission from The European Commission referred the Court of Appeal to appeal the France to Court for failure to recover CAT’s decision, but has now withdrawn incompatible aid from airlines that application. The appeal was formally dismissed by the Court of The European Commission referred Appeal on 01.10.2015. To read the full France to the European Court of Justice press release of the CMA click here for failing to recover incompatible aid received by Ryanair and its subsidiary The European Commission approved Airport Marketing Services for using public financing of Fehmarn Belt fixed Pau, Nîmes and Angoulême airports, as rail-road link well as Transavia for using Pau airport. To read the full press release of the The European Commission approved Commission (IP-15-5442) click here. the public financing model of the Fehmarn Belt fixed rail-road link The European Commission opened in- between Denmark and Germany, depth investigations into Romanian considering it in line with EU state aid measures in favour of two airports and rules. The financing model notified by airlines Denmark involves public support for the planning, construction and The European Commission opened operation of the rail-road fixed link and two separate in-depth investigations to the Danish rail and road connections. examine if measures in favour of two The costs of the entire project are publicly-owned airports in Transylvania, estimated to be €8.7 billion, part of Romania (Cluj-Napoca International which is funded by the European Airport and Târgu Mureş Transilvania Union through the Connecting Europe Airport) and airlines operating there Facility. To read the full press release of (notably Wizz Air) are in line with EU the Commission (IP-15-5433) click State aid rules. The investigations here. concern in particular marketing fees paid to Wizz Air by Cluj-Napoca The European Commission fined cargo International Airport and low airport train operators € 49 million for cartel charges offered by Târgu Mureş Transilvania Airport to airlines The European Commission imposed operating there. Furthermore, the fines of € 49.154.000 on Express Commission will also investigate Interfracht, part of the Austrian railway subsidies by local authorities to the incumbent Österreichische airports themselves. The opening of Bundesbahnen, and Schenker, part of proceedings gives interested parties an the German railway incumbent opportunity to submit comments on the Deutsche Bahn, for operating a cartel in measures under assessment. It does not breach of EU antitrust rules in the prejudge the outcome of the market for so-called cargo “blocktrain” investigation. To read the full press services. The three companies fixed release of the Commission (IP-15-5458) prices and allocated customers for their click here. "Balkantrain" and "Soptrain" services in Europe for nearly eight years. To read the full press release of the Commission (IP-15-5376) click here.

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UK: The CMA has asked the consideration of 60 million euros and European Commission to investigate the simultaneous leasing of the real the anticipated acquisition by Amadeus estate for a period of at least 15 years to IT Group S.A. of Navitaire LLC MAKRO against a starting yearly rent of 5,7 million euros. The CMA determined that the proposed acquisition qualifies for investigation by multiple EU Member Folli Follie Group announced a new States, including the UK, and the CMA exclusive distribution agreement with believes that in this instance it would be the Shiseido Group appropriate for the European Commission to undertake a single According to press information, FF investigation on behalf of those Group announced the expansion of its Member States that wish to transfer Beauty & Cosmetics activity with the jurisdiction to it. Such a step is exclusive representation and procedural and does not prejudge the distribution of SHISEIDO products in European Commission’s ability to Greece and Cyprus. More specifically, determine, if it accepts jurisdiction, Folli Follie S.A. acquired all shares of whether competition concerns arise in the Shiseido Group’s subsidiary the UK as a result of the merger. To SHISEIDO HELLAS (Athens, read the full press release of the CMA Greece), which imports and sells the click here. global brand "SHISEIDO" products in Greece. News of the Markets Coca-Cola Enterprises to merge with Disneyland Paris faces Brussels pricing two European bottling companies probe According to press information, Coca- According to press information, the Cola Enterprises Inc. Announced that it European Commission has told France is merging with two other bottling to investigate whether the theme park is companies of Coca-Cola, in order to unfairly rigging prices, pointing out that form a new company, “Coca-Cola in some cases, for the same premium European Partners”, with a combined package, French consumers will pay annual revenue of $12,6 billion. Coca- €1,346 while British visitors are charged Cola Enterprises shall control 48% of €1,870 and Germans €2,447. the new company, while Coca-Cola Iberian Partners shall control 34%. Agreement between Grivalia and The third partner, Coca-Cola Sklavenitis for the acquisition of nine Erfrischungsgetranke AG, is a wholly stores of MAKRO owned subsidiary of Coca-Cola Co, hence, Coca-Cola Co. shall control the Grivalia Properties announced the remaining 18% of the new legal entity. acquisition and leasing of nine stores of MAKRO, which was recently acquired Vivendi increased its participation in by Sklavenitis Group. The agreement Dailymotion to 90% concerns the acquisition of the abovementioned portfolio, of a total According to press information, the area of 99.300 square meters, against French media group Vivendi increased

July - October 2015 Page 34 C&RR, Issue 2015/4 its participation in the video-streaming attracted by the company's iconic hotel website Dailymotion to 90%, through properties in key locations of the the acquisition of an additional 10% United States. Strategic Hotels' from Orange SA. According to the properties include the Four Seasons same information, Vivendi paid €27 Washington, D.C. on Pennsylvania million for said participation in Avenue, the Westin St. Francis on Dailymotion. Union Square in San Francisco and the beach-front Ritz-Carlton Laguna Niguel GVC Holding acquires Bwin.party in Orange County, California. The deal, against $1,7 billion which includes debt, is expected to close by the first quarter of 2016. According to press information, GVC Holdings has concluded an agreement Nokia, Alcatel-Lucent have finalized for the acquisition of the internet US approvals for merger betting company, Bwin.party, against $1,72 billion, thus “defeating” the offer According to press information, Nokia of its competitor, 888 Holdings Plc. and Alcatel-Lucent have received the last of the regulatory approvals they BlackBerry Limited to acquire Good require from the U.S. for their €15.6 Technology billion merger. More specifically, Nokia has announced that the companies have According to press information, been given the go-ahead for the deal by BlackBerry Limited announced on the Committee on Foreign Investment 04.09.2015 that it has entered into a in the United States (CFIUS). The definitive agreement to acquire Good merger is expected to take effect in the Technology for $425 million in cash. first half of 2016. BlackBerry expects the transaction to be completed toward the end of the Costco Pacific set to buy into Turkish company’s 2016 fiscal third quarter and ports is subject to customary closing conditions, including regulatory According to press information, Cosco approvals. BlackBerry anticipates the Pacific is investing in Turkish ports after acquisition to be accretive to earnings forming a joint venture with China and cash flow within the first year after Merchants Holdings International closing. BlackBerry also expects to (CMHI) and CIC Capital for the realize approximately $160 million in acquisition of equity interests in Fina GAAP revenue from Good Technology Liman and Kumport. The Tripartite in the first year, including the impact of Consortium will have an equity interest an expected write-down of certain of 65% in Kumport upon the deferred revenue of Good Technology. completion of the acquisition, at a consideration of US$940m, with the Blackstone to buy Strategic Hotels in $6 remaining 35% equity interests held by billion deal State General Reserve Fund in Oman. CMHI, COSCO Pacific and CIC According to press information, Capital will have equity stakes of 40%, Blackstone Group LP will acquire real 40% and 20% in the Tripartite estate investment trust Strategic Hotels Consortium, respectively. & Resorts in a deal valued at $6 billion,

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Energy Transfer Equity to acquire mobile operating system market counts Williams Cos. for $32.61billion as a monopoly. Meanwhile, the European Union is moving forward According to press information, Energy with its own antitrust case against Transfer Equity is buying pipeline Google, which, in addition to questing operator The Williams Cos. for Google’s Android practices, alleges that approximately $32.61 billion. Energy the company stifled competition in the Transfer Equity will pay $43.50 per online shopping market. share, a 4.6 percent premium to Williams' Friday closing price of $41.60. The companies put the deal's TAP awards contract to Salzgitter value at about $37.7 billion, including Mannesmann International for onshore debt and other liabilities. line pipe and bends

According to press information, AB InBev, SABMiller Reach Salzgitter Mannesmann International Agreement on Acquisition will provide 48” line pipes and bends for the onshore sections of TAP in According to press information, Albania, Greece and Italy, and 36” Anheuser-Busch InBev NV closed in bends for the offshore section across on the biggest corporate takeover in the Adriatic. This contract award makes U.K. history after proposing to pay up approximately 170,000 tonnes of almost $106 billion for SABMiller Plc line pipe. The award of offshore 36” to create a brewer selling one in every line-pipe and the remainder of the 48” third beer worldwide. The maker of diameter onshore line-pipe will be the Budweiser agreed to pay 44 pounds a subject of separate announcements in share in cash for a majority of the stock. the near future. A successful takeover would give AB InBev beer brands such as Peroni and Grolsch and control of about half of the Pfizer and Allergan in discussions for industry’s profit. pharma mega-merger

The Federal Trade Commission (FTS) According to press information, Pfizer may investigate Goodle Android for and Allergan are considering a merger antitrust abuses that would unite the US makers of Viagra and Botox to create a drugs giant According to press information, the worth more than $300bn. The mega- Federal Trade Commission is about to merger would be by far the biggest in a launch an investigation into whether flurry of deals in the industry this year. Google unfairly used Android’s strength Allergan has a market value of $113bn; in the mobile computing market to Pfizer is worth $219bn. Together they prioritize its own services over those of would overtake Johnson & Johnson, competitors. The question for worth $278bn, as the world’s largest regulators is whether this bundling healthcare company. constitutes anticompetitive behavior, given Android’s strength in the market. The FTC will have to decide whether Android’s 59 percent share of the US

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Greece: Elpedison vertically integrates reduced tariffs since late August 2015, its activities primarily for enterprises,. Rivals contend the power utility is abusing its According to press information, on the dominant market position to prevent 1st of September 2015, Elpedison them from increasing their market Energy S.A., having as primary business shares. As part of the latest bailout operation the supply of electricity to agreement for Greece, PPC, which both businesses and households, controls 95 percent of the country’s announced that it merged (merger by retail electricity market, must reduce its absorption) with Elpedison Power market share. Based on the agreement, Generaion S.A., that has the energy 25 percent of PPC’s customers will production as its major business need to transfer to rival companies in operation. The new Company will have the immediate future, while no the distinctive title Elpedison S.A., electricity suppliers will be permitted to maintaining unchanged any contractual hold more than a 50 percent share of relation with its customers as well as the the market by 2020. rights emerging from this relation.

Greece: Mobile phone companies may Greece: DESFA 17% stake down to be required to pay €180 million for the two European major contenders renewal of their licenses According to press information, According to press information, mobile Belgium’s Fluxys and Dutch company phone companies in Greece may be Gasunie are the two remaining required to pay €180 million based on candidates for a 17 percent stake of the original estimates, in order to renew DESFA, Greece’s natural gas grid their licenses to use frequencies which operator. The two candidates have expire in 2015 and 2016, in the event of expressed their interest in writing to the scenario of the earlier process for HRADF. Furthermore, Officials of the the corresponding rights of Cosmote, Azeri energy company Socar – which is which expire in 2020. In the meantime, believed to be willing to reduce a 66 according to the same information, the percent DESFA stake it had originally mobile phone sector continues to be in agreed to with Greek officials, for a 49 a decline despite the stabilization of percent share instead, following revenue during the last quarter of 2014. European Commission intervention, According to estimates, the decrease in presumably over EU energy security revenue from services during 2015 shall concerns – have been stationed in reach 5%. Athens for quite some time now to keep a close watch on developments and maintain ongoing contact with Greece: PPC abusing its market HRADF officials. dominance, rivals protest Greece: The end of PPC’s monopoly in According to press information, rival the islands to begin from Rhodes electricity retailers have appealed to the Regulatory Authority for Energy, in According to press information, the response to main power utility PPC’s opening of the electricity market, aggressive pricing policy offering following long-term communications

July - October 2015 Page 37 C&RR, Issue 2015/4 with the European Commission, is set to pay a lump sum of 1.2 billion euros to start from the islands of Rhodes and and annual rental fees of about 23 Crete, which have the most million euros for the 40-year lease of consumption of electricity out of the airports in popular tourist locations, islands that are not interconnected, including Corfu. It is also expected to starting from 1st September 2015. The invest a total of 1.4 billion euros over first company which is attempting to the period. enter said market is Volterra, a company which is present in Greece Greece: Piraeus Port Authority (OLP) not only in the market for the supply of privatization is going ahead electricity, but also in the market for the generation of electricity from renewable According to press reports, Greece has energy resources. According to the pushed back the date to submit binding same information, the company has bids for a majority stake in its biggest already appointed its commercial port, Piraeus (OLP), to December 3. representative on the island, and is Setting a date for binding bids for promising discounts of up to 15% on Piraeus and Thessaloniki ports is one of the invoices of PPC. the actions Greece needs to take to unlock more bailout funds. China’s Greece: Dodoni opens factory in Cosco Group, Danish container Cyprus terminal operator APM Terminals and Philippines-based International According to press reports, leading Container Terminal Services were Greek dairy producer Dodoni has set expected to submit bids for a 51 up a state of the art factory in Limassol, percent stake in OLP by October 30, and will soon begin staffing it. The but the early September 20 election substantial investment is expected to held up work and the deadline has been create jobs, boost the economy, and pushed back. strengthen the agricultural sector in Cyprus. The factory, which will Collaboration between Solgar, GNC produce Cyprus halloumi and other Holdings and the Association of dairy products, is located in the Masticha Producers of Chios industrial area of Ypsonas and shall be fully functional by spring 2016. According to press information, the Association of Masticha Producers of Chios have come to an agreement with Greece: Germany's Fraport renews two of the largest US-based offer in airports deal- privatisations pharmaceutical companies, which agency specialize in the production of vitamins and dietary supplements, namely GNC Greece's privatisations agency Holdings and Solgar. According to the announced on October 14th,2015 that same information, the two said Germany's Fraport and two other short- companies have agreed to produce two listed bidders had renewed their offers masticha-based supplements, the to lease 14 Greek regional airports. It distribution of which is expected to said it expected the deal to be signed by commence in 2016. the end of the year. Fraport, the preferred bidder, had previously agreed

July - October 2015 Page 38 C&RR, Issue 2015/4

Greece: Power aid delays on non- According to the CEO of ELTA, the interconnected islands preventing company shall submit a file to RAE competition within November of 2015, in order to receive a relevant approval.

According to press information, a 262 Greece: Green Cola to enter German million-euro delay of payments to market market participants through the Public Service Compensation account, According to press reports, the maintained to help cover high-cost company “Green Cola Hellas”, which electricity production on non- already has a presence in 12 countries, interconnected islands, as well provide shall distribute its products in the electricity support for vulnerable social German market as well. Green Cola groups, is preventing independent shall enter into agreements with local suppliers from operating in the markets bottlers, which shall enable it to enter of Rhodes and Crete, which, the German market. theoretically, have been opened up for Greece: Sklavenitis cancels Veropoulos competition since September 1. The takeover deal issue has been raised by the independent electricity suppliers According to press information, the association during public consultation widely anticipated acquisition of the procedures staged by RAE, ahead of Veropoulos supermarket chain by rival revisions to code regulations for the Sklavenitis has been canceled, five non-interconnected islands. months after the formal announcement Independent companies underlined of the deal. Veropoulos is now in that suppliers selling electricity to discussions with Metro, owned by consumers on islands are buying from Aristotelis Panteliadis, for the sale of the system – meaning power utility PPC Veropoulos’s activities in Greece, just as – at a high price as a result of the low- was the case with Sklavenitis. efficiency petrol-fueled power stations being used. The price discrepancy between these higher-cost electricity sales by PPC to suppliers on the non- interconnected islands and lower prices paid by suppliers operating through the interconnected grid is supposed to be Athens, Ypsilantou Str., 2 eliminated by the support funds drawn 106 75 from the Public Service Compensation Tel. +30210 7264500 (YKΩ) account. Fax. +30210 7264510 www.klclawfirm.com Greece: The Hellenic Post set to enter retail electricity market

According to press information, Hellenic Post (ELTA) is expected to enter the electricity retail market by December, 2015, and shall compete against alternative sources of electricity.

July - October 2015 Page 39