DECISION. no. 235 of

Transcription

1 DECISION no. 235 of regarding the economic concentration consisting in the merger by absorption between SC Romdrinks Eurotrade SA Bucharest and SC Signus Romania Distributions SA Bucharest The President of the Competition Council Having regard to: 1. The Decree no. 57/ regarding the appointment of the members of the Plenum of the Competition Council, published in the Official Journal of Romania no. 143 of 17 February 2004; 2. The Competition Law no. 21/1996, republished in the Official Journal of Romania no. 742 of 16 August 2005; 3. The Regulation on the organisation, functioning and procedure of the Competition Council, published in the Official Journal of Romania, Part I, no. 288 of 1 April 2004; 4. The Regulation concerning the authorisation of economic concentrations, published in the Official Journal of Romania, Part I, no. 280 of 31 March 2004; 5. The Guidelines on relevant market definition with a view to determining the significant market share, published in the Official Journal of Romania, Part I, no. 288 of 1 April 2004; 6. The Notification of the economic concentration submitted by SC Romdrinks Eurotrade SA Bucharest and SC Signus Romania Distributions SA Bucharest, registered at the Competition Council under no. RS - 95/ and effective starting with ; 7. The Note of Consumer Goods Directorate no. GM/2048/ Whereas: 1. On 24 March 2005, the extraordinary general meetings of the shareholders of SC Romdrinks Eurotrade SA and SC Signus Romania Distributions SA decided to approve the merger by absorption, in principle, and the merger by absorption

2 between SC Romdrinks Eurotrade SA 1 - as absorbing company and SC Signus Romania Distributions SA 2 as absorbed company was drafted on 26 May Following the operation of merger by absorption, SC Signus Romania Distributions SA ceases to exist, while SC Romdrinks Eurotrade SA increases its patrimony with that of SC Signus Romania Distributions SA. 2. Prior to the notified operation, the shares of SC Romdrinks Eurotrade SA Bucharest were held as follows: - International Distilleries Limited of Cyprus 990 shares, representing 99% of the shareholders equity; - Mr. Zlotea Gheorghe 10 shares, representing 1% of the shareholders equity, and SC Signus Romania Distributions SA Bucharest had the following shareholders structure: - SC Vitivinicola Basarabi SA, Constanta county 48% of the shareholders equity; - Jura International Corp. of the British Virgin Islands 38% of the shareholders equity; - Signus Establishment of Liechtenstein 14% of the shareholders equity. 3. Following the conclusion of several shares sale-purchase contracts and a series of changes brought to the shareholders equity, an economic concentration by merger by absorption was completed. The new entity, according to the Additional Act no. 33 of 5 August 2002 to the Constituent Act of SC Romdrinks Eurotrade SA, entitled SC Signus Romania Distributions SA, headquartered at 7-9 Pecetei str., block 2, Pajura, ground floor, room 6, Bucharest, sector 1, Trade Register registration number J 40/7172/2000, single registration code , and will have the following shareholders structure: - SC Vitivinicola Basarabi SA, Constanta county 15,002,818 shares, representing % of the shareholders' equity; - Jura International Corp. of the British Virgin Islands 11,877,229 shares, representing % of the shareholders equity; - Bighouse Management Limited of the British Virgin Islands 4,375,831 shares, representing % of the shareholders equity; - Evanston Industries Limited of the British Virgin Islands 990 shares, representing % of the shareholders equity. 4. The notified operation represents an economic concentration according to the provisions of Art. 10 par. (2) letter a) of the Competition Law no. 21/1996, republished, and, since it exceeds the quantitative threshold foreseen at Art. 14 of the Law, in force at the date the operation was carried out, it falls within the scope of this Law. 1 Headquarters: Bucharest, 7-9 Pecetei str., block 2, Pajura, room 6, sector 1; Trade Register registration number: J 40/7172/2000; Single Registration Code: Headquarters: Bucharest, 7 Matei Millo str., sector 1; Trade Register Registration Code: J 40/2681/1998; Single Registration Code:

3 5. The undertakings involved in the economic concentration are: SC Romdrinks Eurotrade SA Bucharest, as absorbent undertaking, which operates in the wholesale trade in drinks, CAEN code 5134; SC Signus Romania Distributions SA Bucharest, as absorbed undertaking, which carries out wholesale trade activities in food products, mainly tobacco products, CAEN code SC Signus Romania Distributions SA, the absorbed undertaking, controls the following: SC Bibco SA Biborteni 3 is active in the production of mineral waters and soft non-alcoholic drinks, CAEN code The economic concentration was authorised by the Competition Council by Decision no. 83 of ; SC Principal Distribution 14 SRL 4 carries out intermediation activities in the food products, drinks and tobacco trade, CAEN code The economic concentration was authorised by the Competition Council by Decision no. 200 of ; SC Principal Construct SA 5 is active in the production, processing and conservation of meat (excluding poultry), CAEN code Beside its main activity, SC Principal Construct SA Filipestii de Padure also carries out agricultural activities in the Bordusani commune, Ialomita county, where it produces and trades in cereals, pulses and oil seeds. The economic concentration was authorised by the Competition Council by Decision no. 199 of SC Principal Construct SA acquired control over the asset Sibiu Salonta sausage factory, an economic concentration was authorised by the Competition Council by Decision no. 190 of ; 6. The relevant markets affected by the economic concentration achieved by merger are all the markets on which the involved undertakings are active, markets which extend, geographically, over the entire territory of Romania: Wine distribution market; Distilled alcoholic drinks distribution market; Coffee distribution market; Natural mineral water market; Non-alcoholic soft drinks market; Meat products market; Market for the production and trade in cereals, pulses and oil seeds; Meat products distribution services market; Car rental services market. 3 Headquarters: Biborteni, str. Principala, nr. 270, Covasna County; Trade Register Registration Code: J 140/713/1993; Single Registration Code: Headquarters: Minier village, Filipestii de Padure commune, Prahova County; Trade Register Registration Code: J 29/1242/2003; Single Registration Code: Headquarters: village Minier, Filipestii de Padure commune, Prahova County; Trade Register Registration Code: J 29/732/1997; Single Registration Code:

4 7. On the markets for the distribution of wines, distilled alcoholic drinks and coffee, SC Romdrinks Eurotrade SA held market shares ranging from [ ] in The markets have a competitive nature, as a large number of distributors operate on these. 8. SC Signus Romania Distributions is active on the coffee market and on the car rental services market, on which it held market shares of less than [ ] in Both the Romanian market for natural mineral water and the Romanian soft drinks market are competitive, characterised by the presence of a significant number of producers, offering consumers the possibility to choose from a wide product range, as well as by strong inter-brand competition. In 2004, SC Bibco SA Biborteni held market shares of less than [ ] on the relevant markets. 10. On the market for the production and trade in cereals, pulses and oil seeds, SC Principal Construct SA Filipestii de Padure held a market share below [ ] in 2004, as the number of undertakings active on this market is very large. 11. The Romanian meat products market is competitive, characterised by the presence of a significant number of producers, offering consumers the possibility to choose from a wide product range, as well as by strong inter-brand competition. SC Principal Construct SA Filipestii de Padure holds a market share of less than [ ] on this relevant market. 12. Since SC Principal Distribution 14 SRL Filipestii de Padure has not had any turnover during the last three years, its activity being suspended. 13. The concentration degree of the relevant markets the wine distribution market, the distilled alcoholic drinks distribution market, the coffee distribution market, the natural mineral water market, the non-alcoholic soft drinks market, the meat products market, the market for the production and trade in cereals, pulses and oil seeds, the meat products distribution services market, the car rental services market remains unchanged following the completion of the analysed economic concentration, since the undertakings involved do not overlap on the relevant markets. An exception is represented by the fact that the Ackerman brand coffee product was imported, prior to the operation, by SC Signus Romania Distributions SA Bucharest and was sold by SC Romdrinks Eurotrade SA, while after the operation, a vertical integration is achieved, in the sense that import and distribution will be carried out by the same undertaking. 14. In light of the above, the economic concentration achieved by the merger by absorption between SC Romdrinks Eurotrade SA Bucharest and SC Signus Romania Distributions SA Bucharest with the three undertakings it controls, SC Bibco SA Biborteni, SC Principal Distribution 14 SRL Filipestii de Padure and SC Principal Construct SA Filipestii de Padure respectively, the latter of which controls the asset Sibiu Salonta Sausage Factory, does not lead to the significant restriction, prevention or distortion of competition in Romania on the relevant markets. 4

5 15. Within 10 days from the fulfilment of the obligation to reach the minimum shareholders number foreseen by Law no. 31/1990, the new entity, SC Signus Romania Distributions SA Bucharest shall communicate to the Competition Council the new shareholders structure. DECIDES Art.1. On the ground of the provisions of Art. 46 (1) b) of the Competition Law no. 21/1996, republished, the economic concentration consisting in the merger by absorption between SC Romdrinks Eurotrade SA Bucharest as absorbent company - and SC Signus Romania Distributions SA Bucharest as absorbed company, the latter controlling SC Bibco SA Biborteni, SC Principal Distribution 14 SRL Filipestii de Padure and SC Principal Construct SA Filipestii de Padure, which in turn controls the asset Sibiu Salonta Sausage Factory, is authorised. Although the operation of economic concentration falls within the scope of the Law, there are not serious doubts as to its compatibility with a normal competitive environment. Art.2. In accordance with the provisions of Art. 32 par. (1) of the Competition Law no. 21/1996, the new entity SC Signus Romania Distributions SA Bucharest shall pay the authorisation fee for the notified economic concentration. Art.3. The authorisation fee amounts to RON [ ] and is computed based on the turnover communicated by the attorneys at law Tuca & Associates the legal representative of the undertakings SC Romdrinks Eurotrade SA Bucharest and SC Signus Romania Distributions SA Bucharest by the letter filed with the Competition Council, no. CC/DBC/1202/ , in accordance with the provisions of the Guidelines issued by the Competition Council in application of the provisions of Art. 33 of the Competition Law no. 21/1996, regarding the calculation of the authorisation fee for economic concentrations. Art.4. The amount representing the authorisation fee shall be transferred by SC Signus Romania Distributions SA Bucharest to the State budget, through payment order, beneficiary State Treasure Sector 1 Bucharest, mentioning for the authorisation of the economic concentration, within maximum 30 (thirty) days from the date of communication of the present Decision. A copy of the payment order shall be sent immediately to the Competition Council. Art.5. This Decision shall be applicable as of the date of communication. Art.6. According to the provisions of art. 47 par. (4) of the Competition Law no. 21/1996, this Decision may be appealed before The Court of Appeal Bucharest Administrative Contentious Section, within 30 days of its communication. Art.7. The General Secretariat and the Consumer Goods Directorate within the Competition Council shall pursue the fulfilment of the present Decision. 5

6 Art.8. The present Decision shall be communicated by the General Secretariat within the Competition Council to the headquarters of: the legal representative Tuca & Associates 2 Daniel Danielopolu Str., sector 1, Bucharest Phone: Fax: that shall further submit the present decision to the headquarters of: SC Signus Romania Distributions SA Bucharest 7 9 Pecetei Str., block 2, Pajura, ground floor, room 6, sector 1, Bucharest. Trade Register Registration Number J 40/7172/2000, CUI Mihai Berinde President 6