Commission Implementing Regulation (EU) 2024/2776

Contents

THE EUROPEAN COMMISSION,Having regard to the Treaty on the Functioning of the European Union,Having regard to the Agreement on the European Economic Area, and in particular Article 57(2), point a in conjunction with Article 1 of Protocol 21 to that Agreement,Having regard to Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings^note, and in particular Article 23(1) thereof,Whereas:

(1)Regulation (EC) No 139/2004 is based on the principle of compulsory notification of concentrations before they are put into effect. Notification has important legal consequences which are favourable to the parties to the proposed concentration. However, failure to comply with the obligation to notify renders the parties liable to fines and may also entail civil law disadvantages for them. It is therefore necessary in the interests of legal certainty to define precisely the subject matter and content of the information to be provided in the notification.

(2)Regulation (EC) No 139/2004 allows the undertakings concerned to request, in a reasoned submission, prior to notification, that a concentration fulfilling the requirements of that Regulation be referred to the Commission by one or more Member States, or referred by the Commission to one or more Member States, as the case may be. It is important to provide the Commission and the competent authorities of the Member States concerned with sufficient information, in order to enable them to assess, within a short period of time, whether or not a referral ought to be made. To that end, the reasoned submission requesting the referral should contain certain specific information.

(3)In order to simplify and expedite examination of notifications, of reasoned submissions, and of the information regarding commitments, standardised forms should be used. Those forms are set out in the Annexes to Commission Implementing Regulation (EU) 2023/914^note. The format of the Annexes to this Regulation may change and the corresponding forms may be replaced by electronic forms containing the same information requirements.

(4)Several inaccuracies have been found in the notification forms contained in the Annexes to Implementing Regulation (EU) 2023/914. Considering the important effects of such forms, the inaccuracies should be corrected.

(5)The Annexes to Implementing Regulation (EU) 2023/914 should therefore be amended accordingly,

HAS ADOPTED THIS REGULATION:

Article 1 #

The Annexes to Implementing Regulation (EU) 2023/914 are amended in accordance with the Annex to this Regulation.

Article 2 #

This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

(1)Annex I is amended as follows:

(a)in the introduction, paragraph 25, point (g) is replaced by the following:

(g)“Affected markets”: Affected markets are all relevant product and geographic markets, as well as plausible alternative relevant product and geographic markets, where the parties’ activities overlap horizontally or are vertically related and which do not meet the conditions for review under point 5(d) of the Notice on Simplified Procedure^note and do not benefit from the flexibility clauses of point 8 of the Notice on Simplified Procedure.

^note

(b)in Section 1, point 1.2 is replaced by the following:

1.2.Provide a non-confidential summary (up to 500 words) of the following information: the way by which the concentration is accomplished (for example, by way of purchase of shares, public bid, contract, etc.); the articles of the Merger Regulation pursuant to which the transaction qualifies as a concentration; the undertakings concerned. For each of the undertakings concerned provide: Full name, country of incorporation, ultimately controlling entity, short description of activities and geographic areas of activity. For newly created JVs provide intended activities and geographic areas of activity. It is intended that this summary will be published on DG Competition’s website upon notification. The summary must be drafted so that it contains no confidential information or business secrets.’;

(c)in point 7.1. of Section 7, the table is replaced by the following:

□Under all plausible market definitions, the parties’ combined market share is 20 % or higher but remains below 25 % on any relevant market where the parties’ activities overlap, and none of the special circumstances described in Section II.C of the Notice on Simplified Procedure are present.

□Under all plausible market definitions, the parties’ combined market share is 20 % or higher but remains below 25 % on any relevant market where the parties’ activities overlap, and although one or several of the special circumstances described in Section II.C of the Notice on Simplified Procedure are present the case does not raise any competition concerns for the reasons explained in sub-Section 7.4.

□None of the circumstances described in Section II.C of the Notice on Simplified Procedure are present, and the individual and combined market shares of all the parties to the concentration that are engaged in business activities in a market which is upstream or downstream from a market in which any other party to the concentration is engaged (vertical relationships) meet at least one of the following conditions:

□are 30 % or higher but remain below 35 % in the upstream and downstream markets,

□are lower than 50 % in one market while the individual and combined market shares of all the parties to the concentration in all the other vertically related markets are lower than 10 %.

□Although one or several of the circumstances described in Section II.C of the Notice on Simplified Procedure are present the case does not raise any competition concerns for the reasons explained in Section 7.4, and the individual and combined market shares of all the parties to the concentration that are engaged in vertical relationships meet at least one of the following conditions:

□are 30 % or higher but remain below 35 % in the upstream and downstream markets,

□are lower than 50 % in one market while the individual and combined market shares of all the parties to the concentration in all the other vertically related markets are lower than 10 %.’

(d)Section 8, point 8.2. is amended as follows:

(i)the title of the first table is replaced by the following:

‘Horizontal overlaps involving marketed products and pipeline products’;

(ii)the title of the second table is replaced by the following:

‘Vertical relationships involving marketed products and pipeline products’;

(e)footnote 33 is replaced by the following:

‘You should provide market shares for the parties and the competitors who offer marketed products and disclose any pipeline products at least for the acquirer(s) and target(s). If there are less than three competitors offering marketed products, you should identify at least three competitors developing rival pipeline products.’;

(f)footnote 35 is replaced by the following:

(g)footnote 37 is replaced by the following:

(h)in Section 13, the box is replaced by the following:[Notifying Party 1]Name:Organisation:Position:Address:Phone number:Email:[e-signed / signature] | [Notifying Party 2 if applicable]Name:Organisation:Position:Address:Phone number:Email:[e-signed / signature]

(2)Annex II is amended as follows:

(a)in Section 1, the table is replaced by the following:^note^note^note^note‘Notification under simplified treatment: yesMerger RegulationJurisdiction:

□Article 1(2)

□Article 4(1)

□Merger [Article 3(1), point (a)]^note

□Point 5(a) of the Notice on Simplified Procedure

□Public bid announced on [DATE].

□Within the same Member State

□Article 1(3)

□Article 4(4)

□Acquisition of sole control [Article 3(1), point (b)]

□Point 5(b) of the Notice on Simplified Procedure

□Purchase of shares

□Within the same third country

□Article 4(5)

□Acquisition of joint control [Article 3(1), point (b)]^note

□Point 5(c) of the Notice on Simplified Procedure

□Purchase of assets

□Within a Member State and a third country

□Article 22

□Acquisition of joint control of a greenfield joint venture [Article 3(4)]^note

□Point 5(d) of the Notice on Simplified Procedure

□Purchase of securities

□In different Member States

□Acquisition of joint control in any other scenario (i.e. at least one previously controlling shareholder remaining) [Article 3(1), point (b) and 3(4)]^note

□Point 5(e) of the Notice on Simplified Procedure

□Management contract or any other contractual means

□In different third countries

□Point 8 of the Notice on Simplified Procedure

□Purchase of shares in a newly created undertaking constituting a joint venture

□Point 9 of the Notice on Simplified Procedure

Notification basis:Concentration:Category of case in accordance with the Notice on Simplified Procedure:Notification linked to a previous case (linked operation/parallel transaction/case aborted or withdrawn)? YES □ NO □If yes, provide case number:Notification linked with a consultation on the same concentration? YES □ NO □If yes, provide consultation number:Means of implementing the concentration:Value of the concentration in EUR:Seat of the companies involved in the concentration:

(b)in Section 2, the second table is replaced by the following:^note^note^note‘Undertakings concernedCountry of originRole^noteTurnover (in million EUR)^noteYear of turnover^noteWorldwideEU-wideCombined turnover of all undertakings concerned

□It is not the case that each of the undertakings concerned achieves more than two-thirds of its aggregate Union-wide turnover within one and the same Member State.

(c)in Section 2, the third table is replaced by the following:‘Name of relevant Member State for the purposes of Article 1(3) point (b) and (c) of the Merger RegulationCombined turnover of all undertakings concerned in this Member State(in million EUR)Name of relevant undertakings concerned for the purposes of Article 1(3), point (c) of the Merger RegulationTurnover of the undertaking concerned in this Member State(in EUR million)

□It is not the case that each of the undertakings concerned achieves more than two-thirds of its aggregate Union-wide turnover within one and the same Member State.’

(d)in Section 4, the first paragraph is replaced by the following:

‘Provide a non-confidential summary (up to 250 words) of the following information: the way by which the concentration is accomplished (for example, by way of purchase of shares, public bid, contract etc.); the articles of the Merger Regulation pursuant to which the transaction qualifies as a concentration; the undertakings concerned. For each of the undertakings concerned provide: Full name, country of incorporation, ultimately controlling entity, short description of activities and geographic areas of activity. For newly created JVs provide intended activities and geographic areas of activity. It is intended that this summary will be published on DG Competition’s website upon notification. The summary must be drafted so that it contains no confidential information or business secrets.’;

(e)in Section 7, the table under point (a) is replaced by the following:^note

□The joint venture is not active within the territory of the European Economic Area (EEA):

□The joint venture has no current (i.e. at the time of notification) or expected (over the next three years following notification) turnover within the EEA.AND

□The parent companies of the joint venture have not planned any asset transfers to the joint venture within the EEA at the time of notification^note.

If the concentration fulfils the criteria in point 5(a) of the Notice on Simplified Procedure, Sections 8, 9, 10 and 11 below do not need to be completed.

(f)in Section 7, the table under point (b) is replaced by the following:^note

□The joint venture has negligible current or expected activities within the EEA:

□The current annual turnover of the joint venture and the turnover of the contributed activities at the time of notification as well as the annual turnover expected over the three years following notification is less than EUR 100 million within the EEA.AND

□The total value of the asset transfers to the joint venture planned at the time of notification^note is less than EUR 100 million within the EEA.

(g)in Section 7, the table under point (c) is replaced by the following:

□Two or more undertakings merge, or one or more undertakings acquire sole or joint control of another undertaking, without creating any horizontal overlaps or vertical links.

If the concentration fulfils the criteria of point 5(c) of the Notice on Simplified Procedure, Sections 8, 9, 10 and 11 below do not need to be completed.’

(h)footnote 33 was removed;

(i)footnote 35 was removed;

(j)in Section 7, the table under point (d) is replaced by the following:^note^note^note

□Two or more undertakings merge, or one or more undertakings acquire sole or joint control of another undertaking and the conditions set out in points 5(d)(i) and 5(d)(ii) of the Notice on Simplified Procedure are fulfilled under all plausible market definitions^note.

□None of the parties to the concentration are active in the same product and geographic market.OR

□None of the parties to the concentration are active in markets upstream or downstream of each other.OR

□The combined market shares of all the parties to the concentration that are engaged in business activities in the same product and geographic market (horizontal overlaps) meet at least one of the following conditions:

□are lower than 20 %;

□are lower than 50 % and the increment (delta) of the Herfindahl-Hirschman Index (HHI) resulting from the concentration on these markets is below 150^note.

□The individual and combined market shares of all the parties to the concentration that are engaged in business activities in a product market which is upstream or downstream from a product market in which any other party to the concentration is engaged (vertical relationships) meet at least one of the following conditions:

□are lower than 30 % upstream and downstream;

□are lower than 30 % in the upstream market and the purchasing share of the downstream entity of the upstream input is lower than 30 %;

□are lower than 50 % on both the upstream and downstream markets, the increment (delta) of the HHI resulting from the concentration is below 150 on both the upstream and downstream markets and the smaller undertaking in terms of market shares is the same in the upstream and downstream markets^note.

(k)in Section 7, the table under point (f) is replaced by the following:

□None of the parties to the concentration are active in the same product and geographic market.OR

□Under all plausible market definitions, the parties’ combined market shares remain below 25 % on any relevant market where the parties’ activities overlap, and although one or several of the special circumstances described in Section II.C of the Notice on Simplified Procedure are present, the case does not raise any competition concerns for the reasons explained in Section 11.

□None of the parties to the concentration are active in markets upstream or downstream of each other.OR

□One or several of the circumstances described in Section II.C of the Notice on Simplified Procedure are present, the case does not raise any competition concerns for the reasons explained in Section 11 and the individual and combined market shares of all the parties to the concentration that are engaged in vertical relationships meet at least one of the following conditions:

□are lower than 35 % in the upstream and downstream markets;

□are lower than 50 % in one market while the individual and combined market shares of all the parties to the concentration in all the other vertically related markets are lower than 10 %.’

□Under all plausible market definitions, the parties’ combined market shares remain below 25 % on any relevant market where the parties’ activities overlap and none of the special circumstances described in Section II.C of the Notice on Simplified Procedure are present.

□None of the circumstances described in Section II.C on Simplified Procedure are present and the individual and combined market shares of all the parties to the concentration that are engaged in business activities in a market which is upstream or downstream from a market in which any other party to the concentration is engaged (vertical relationships) meet at least one of the following conditions:

□are lower than 35 % in the upstream and downstream markets;

□are lower than 50 % in one market while the individual and combined market shares of all the parties to the concentration in all the other vertically related markets are lower than 10 %.

(l)in Section 7, the table under point (g) is replaced by the following:^note^note

□The annual current turnover of the joint venture and the turnover of the contributed activities^note at the time of notification is more than EUR 100 million, but less than EUR 150 million within the EEA.AND

□The total value of asset transfers to the joint venture planned at the time of notification is more than EUR 100 million, but less than EUR 150 million within the EEA^note.

If the joint venture is active in the EEA and the concentration gives rise to horizontal overlaps and/or vertical relationships, you should complete respectively Section 8 and/or 9.

(m)in Section 8, the title of the table is replaced by the following:

‘Horizontal overlaps involving marketed products and pipeline products’;

(n)footnote 43 is replaced by the following:

(o)in Section 9, the title of the first table is replaced by the following:

‘Vertical relationships involving marketed products and pipeline products’;

(p)footnote 46 is replaced by the following:

(q)footnote 47 is replaced by the following:

(r)in Section 10, the title of the first table is replaced by the following:

‘Vertical relationships under point 5(d)(ii)(bb) of the Notice on Simplified Procedure involving marketed products and pipeline products’;

(s)footnote 49 is replaced by the following:

(t)footnote 50 is replaced by the following:

(u)in Section 16, the table is replaced by the following:[Notifying Party 1]Name:Organisation:Position:Address:Phone number:Email:[e-signed / signature] | [Notifying Party 2, if applicable]Name:Organisation:Position:Address:Phone number:Email:[e-signed / signature]

(3)Annex III is amended as follows:

(a)in the introduction, paragraph 23(g) is replaced by the following:

^note

(b)in Section 6, the table is replaced by the following:[Submitting party 1]Name:Organisation:Position:Address:Phone number:Email:[e-signed / signature] | [Submitting party 2 if applicable]Name:Organisation:Position:Address:Phone number:Email:[e-signed / signature]’

The Annexes to Implementing Regulation (EU) 2023/914 are amended as follows:

Article 1#

Article 2#

Article 1 #

Article 2 #