DECISION. no. 133 of

Transcription

1 DECISION no. 133 of regarding the authorisation of the economic concentration achieved by RTC Holding BV of the Netherlands by purchasing the majority share package and acquiring sole control over SC Sistec SA Cluj Napoca THE PRESIDENT OF THE COMPETITION COUNCIL Having regard to: 1. The Decree no. 57/ regarding the appointment of the members of the Competition Council s Plenum, published in the Official Journal no. 143 of 17 February 2004; 2. The Competition Law no. 21/1996, republished in the Official Journal no. 742 of 16 August 2005; 3. The Regulation on the organisation, functioning and procedure of the Competition Council published in the Official Journal no. 288 of 1 April 2004; 4. The Regulation concerning the authorisation of economic concentrations, published in the Official Journal no. 280 of 31 March 2004; 5. The Guidelines regarding the definition of the relevant market for the purpose of establishing the significant market share, published in the Official Journal no. 288 of 1 April 2004; 6. The Guidelines regarding the calculation of turnover in cases of anticompetitive practices stipulated at Art. 5 para. (1) of the Competition Law no. 21/1996, and in economic concentration cases, published in the Official Journal no. 440 of ; 7. The Guidelines issued in application of art. 33 of the Competition Law no. 21/1996, republished, concerning the calculation of the authorisation tax for economic concentrations 1, published in the Official Journal no. 288 of 1 April 2004; 8. The Notification of the economic concentration, filed under no. RS - 190/ and effective as of ; 9. The documents in the case file no. RS 190/ ; 10. The Note of the Consumer Goods Directorate regarding the notified economic concentration no. NS/28/ Whereas: 1. On , RTC Holding BV the Netherlands, hereinafter RTC, through attorneys at law Mr. Daniel Pavel and Mr. Ilie Mihailescu, notified, in accordance with the provisions of art. 15 para. (1) of the Competition Law no. 21/1996, republished, the economic concentration achieved by taking over the 1 Following the republication of the Competition Law no. 21/1996, art. 33 became art. 32.

2 2 majority share package and acquiring sole control over the undertaking Sistec SA Cluj Napoca, hereinafter Sistec. The notification of the economic concentration operation became effective as of THE PARTIES 2. RTC Holding BV of the Netherlands 2 is an investments and management consultancy. RTC is part of the group of undertakings directly or indirectly controlled by Mr. Radu Octavian Claudiu, which includes 2 undertakings headquartered in Cyprus and the Netherlands, Foliteck Limited and RTC Holding BV respectively, while the remaining 61 undertakings operate in Romania on various product markets, including food and non-food products. 3. SC Sistec SA Cluj Napoca 3 is an undertaking operating in the fields of the manufacture and sale of IT systems (NACE code 3002), the wholesale of IT components and products (NACE code 5184), of photo-video equipment and accessories (NACE code 5190), of phones and accessories (NACE code 5190) and the supply of services of maintenance and rental of IT products (NACE code 7133). Sistec does not control any other undertaking. THE CONCENTRATION OPERATION 4. The notified economic concentration is carried out based on 5 share salepurchase contracts concluded on between Mr. Netin Aurel, Gruita Dan Florin, Rusu Vasile Sandu, Popovici Mihai and Jeican Constantin Miron, as Sellers, and RTC Holding BV of the Netherlands and SC Pan Management Group SRL, as Buyers, where SC Sistec SA is the acquired undertaking. 5. By these contracts, the undertaking RTC, member of the Foliteck-RTC group, directly or indirectly controlled by Mr. Radu Octavian Claudiu, acquires 59.99% of the Sistec s shareholders capital in, thus acquiring sole control and SC Pan Management Group SRL, also a member of the Foliteck-RTC group, acquires 0,01% of Sistec s shareholders capital. The remaining 40.00% of Sistec s shareholders capital remains in the ownership of 3 of the 5 natural persons who had sold only part of their shares, namely Mr. Netin Aurel 22.00%, Rusu Vasile Sandu 2% and Jeican Constantin Miron 16.00%. 6. The notified operation represents an economic concentration as according to the provisions of art. 10 para. (2) let. b) of the Competition Law no. 21/1996, republished, since RTC acquires direct control over Sistec by capital participation, based on 5 share sale-purchase contracts. 7. The transaction was notified to the Competition Council according to the provisions of art. 15 para. (1) of the Competition Law no. 21/1996, republished, 2 Headquarters: Martinus Nijhofflaan 2, 2624 ES Delft, the Netherlands, registered at the Dutch Companies Register under no Headquarters: Cluj Napoca, Jud.Cluj, str. Deva, nr.1-7; Trade Register Registration Number: J12/3667/1994; CUI

3 3 because the aggregated turnover of the undertakings involved in the economic concentration operation, in 2005, exceeded the EURO 10 million threshold foreseen at art. 14 of the Law, and there are two undertakings involved in the operation that achieve, each, on the Romanian territory, a turnover exceeding the EURO 4 million threshold foreseen at art. 14 of the law. THE RELEVANT MARKET The relevant product market 8. The relevant markets in the notified economic concentration operation are defined according to the products sold by the acquired undertaking, respectively : a) The market for the manufacture and sale of IT systems (personal computers, notebooks, laptops, portable players); b) The market for the wholesale of IT components and products, with the following product sub-groups: - IT systems (personal computers, notebooks, laptops, portable players); - Computer components (motherboards, processors, coolers, memory, storage units, capture boards, sound boards, PC sources, modems etc.); - Computer accessories (cases, cables, jacks, plugs etc.); - Software (operating systems, office suite etc.); - Peripherals (displays, projectors, printers, scanners, copy machines, faxes, CD ROM, DVD ROM, floppy disk, CDRW etc.); - Other computer products (mouse, keyboards, graphic tables, speakers, headphones etc.), game accessories (drive wheel, pistol, other devices etc.); - Peripheral accessories; - Consumables for peripherals (cartridge, ribbon, toner etc.); c) The market for wholesale of phones and accessories (batteries, chargers, hands-free, pouches, cables, jacks etc.); d) The market for the wholesale of photo-video equipment and accessories (digital photo and video cameras, batteries, chargers, memory cards, tripods, holders, pouches, cables etc.); e) The market for the wholesale of air conditioning equipment, cooling equipment and ancillary services; f) The market for the wholesale of electrical equipment and installations and their accessories (contactors, pannels, power distributors, equipment for electrical and lighting equipment, connectors, plastic relays, suspention clamps, connectors-setting plyers, collar clips, wallplugs etc.); g) The market for the wholesale of switchboards; h) The market for the supply of services of maintenance and rental of IT products. 9. The geographical market, both for manufacture and for wholesale, is the national market. ANALYSIS OF THE ECONOMIC CONCENTRATION

4 4 10. Of the undertakings included in the purchasing undertaking s group, namely Foliteck-RTC, the undertakings Mobishop SRL 4, Astra Plus SRL 5, Best Computers International SRL 6, Mobishop Trading SRL 7, RTC Mobicom 2000 SRL 8, Octra New Tech SRL 9, Best Serv Impex SRL 10, Standard Business SRL 11, RTC Holding SA 12, Best Distribution SRL 13 and Ranco Promotional Products SRL 14 operate on one or several of the relevant markets on which the purchased undertaking operates. 11. According to the data provided in the notification and the completions brought to it, in 2005, the relevant markets and the market shares held by the parties involved show that following the economic concentration in question, on the relevant markets, the resulting economic entity shall hold market shares between [.]% and [.]%. As a consequence, it is found that this operation does not lead to the significant restriction, prevention or distortion of competition on the relevant markets identified above, or on parts of these markets. 12. The relevant markets are not concentrated markets (as shown by the high number of active undertakings), they are competitive, dynamic, the weak barriers to entry allowing new competitors to enter. 13. The economic concentration notified does not lead to the significant restriction, prevention or the significant distortion of competition on the relevant markets identified or on parts of these markets. 4 Headquarters: Bucharest, sector 2, str. Fainari, nr. 3; Trade Register registration number: J40/2408/1998; CUI Headquarters: Bucharest, sector 2, str. Fainari, nr. 3; Trade Register registration number: J40/2022/1993; CUI Headquarters: Bucharest, sector 3, bd. Theodor Pallady, nr. 26; Trade Register registration number: J40/11806/2003; CUI Headquarters: Bucharest, sector 2, str. Fainari, nr. 3; Trade Register registration number: J40/4427/2004; CUI Headquarters: Bucharest, sector 6, str. Drumul Sabareni, nr ; Trade Register registration number: J40/920/2001; CUI Headquarters: Bucharest, sector 2, str. Fainari, nr. 3; Trade Register registration number: J40/10541/2001; CUI Headquarters: Bucharest, sector 6, str. Drumul Sabareni, nr ; Trade Register registration number: J40/21765/1992; CUI Headquarters: Bucharest, sector 6, str. Drumul Sabareni, nr ; Trade Register registration number: J40/23127/1994; CUI Headquarters: Bucharest, sector 6, str. Drumul Sabareni, nr ; Trade Register registration number: J40/23411/1994; CUI Headquarters: Bucharest, sector 6, str. Iuliu Gall, nr. 5; Trade Register registration number: J40/11148/1994; CUI Headquarters: Bucharest, sector 6, str. Drumul Sabareni, nr ; Trade Register registration number: J40/26980/1994; CUI

5 5 D E C I D E S Art. 1. On the ground of the provisions of art. 46 para. (1) let. b) of the Competition Law no. 21/1996, republished, and the provisions of the Regulation on the authorisation of economic concentrations, the economic concentration carried out by the undertaking RTC Holding BV of the Netherlands by acquiring direct control over the undertaking SC Sistec SA Cluj Napoca, is authorised. Although this economic concentration operation falls within the scope of the Law, there are no serious doubts as to its compatibility with a normal competitive environment on the relevant markets. Art. 2. The undertaking RTC Holding BV is required, according to the provisions of art. 32 par. (1) of the Competition Law no. 21/1996, republished, to pay the authorisation fee for the notified economic concentration. Art. 5. The authorisation fee is RON [.], and is computed based on the turnover communicated by Mr. Pavel Daniel attorney of RTC Holding BV of the Netherlands by the letter filed at the Competition Council under no. CC/DBC/528/ , and according to 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 computation of the authorisation tax of economic concentrations 15. Art. 3. The amount representing the authorization fee shall be transferred by RTC Holding BV of the Netherlands, to the state budget, through payment order, beneficiary Treasury of the City of Bucharest, mentioning Authorization fee for the economic concentration according to the Competition Law no. 21/1996, within maximum 30 (thirty) days from the date of the communication of this 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 Consumer Goods Directorate and the General Secretariat within the Competition Council shall pursue the fulfilment of the present Decision. Art. 8. The present Decision shall be communicated by the General Secretariat within the Competition Council to: RTC Holding BV of the Netherlands 15 Art. 33 became art. 32 following the republication of the Competition Law

6 Headquarters: Delft, Martinius Nijhofflaan 2, 2624 ES, the Netherlands; Registration Number in the Companies Register through: Attorney at law: [.] 6 Mihai Berinde President