Quiero saber acerca de...

C 160/2

EN

Official Journal of the European Union
5.5.2023

3.

Certain concentrations reviewed under the normal procedure may give rise to horizontal overlaps 7 or vertical relationships 8 meeting the conditions laid down in point 5d of this Notice. Provided that no safeguards or exclusions set out in Section II.C of this Notice apply, these horizontal overlaps or vertical relationships will be assessed in a streamlined manner i.e. in the same way as a short-form decision in the Commissions final decision in the normal procedure. Furthermore, the Commission may in certain circumstances use the flexibility clause set out in point 8 of this Notice to assess, in a streamlined manner under the normal procedure, certain horizontal overlaps or vertical relationships, provided no safeguards or exclusions set out in Section II.C of this Notice apply.

4.

By following the procedure set out in Sections II to IV, the Commission aims to make EU merger control more focused and effective.

II. CATEGORIES OF CONCENTRATIONS SUITABLE FOR TREATMENT UNDER THE SIMPLIFIED
PROCEDURE

A.

Eligible concentrations
5.

The Commission will apply in principle 9 the simplified procedure to any of the following categories of concentrations 10.
a Two or more undertakings acquire joint control of a joint venture, provided that the joint venture has no current or expected turnover within the territory of the European Economic Area EEA 11, and the undertakings concerned have not planned to transfer any assets within the EEA to the joint venture at the time of notification 12;
b Two or more undertakings acquire joint control of a joint venture, provided that the joint venture has negligible activities in the EEA. This refers to concentrations that meet all the following conditions:
i the current annual turnover of the joint venture and the turnover of the contributed activities 13 as well as the expected annual turnover is less than EUR 100 million in the EEA 14;

7 A concentration gives rise to horizontal overlaps when the parties to the concentration are engaged in business activities in the same relevant product and geographic markets, including the development of pipeline products. Horizontal overlaps involving pipeline products include overlaps between pipeline products and overlaps between one or more marketed products and one or more pipeline products. Pipeline products are products likely to be brought to market in the short or medium term. Pipeline products also cover services.
8 A concentration gives rise to vertical relationships when one or more of the parties to the concentration are engaged in business activities in a product market that is upstream or downstream from a product market in which any other party to the concentration is engaged, including the development of pipeline products. Vertical relationships involving pipeline products include relationships between pipeline products and relationships between one or more marketed products and one or more pipeline products.
9 Provided no safeguards or exclusions set out in Section II.C of this Notice apply.
10 A concentration fulfilling all the conditions of any of the categories mentioned in points 5a, b, c, d or e will in principle be eligible for the simplified procedure. However, this does not mean that a transaction will automatically benefit from the simplified procedure if it falls under one of those categories. For example, a transaction may fall under point 5b but, at the same time, give rise to horizontal overlaps exceeding the thresholds laid down in point 5d. In such a case, the Commission may revert to the normal merger procedure, especially if any of the circumstances in Section II.C are present.
11 The term current turnover refers to turnover generated by the joint venture at the time of notification. The turnover of the joint venture can be determined according to the most recent audited accounts of the parent companies or the joint venture itself, depending on the availability of separate accounts for the resources combined in the joint venture. The term expected turnover refers to the turnover expected to be generated in the 3 years following notification.
12 Any asset actually transferred or planned to be transferred at the time of the notification to the joint venture should be considered, regardless of the date when such an asset will actually be transferred to the joint venture.
13 This covers many situations. For example:
in the case of a joint acquisition of a target company, the turnover to be taken into account is the turnover of this target the joint venture;
in the case of the creation of a joint venture to which the parent companies contribute their activities, the turnover to be taken into account is that of the contributed activities;
in the case of the entry of a new controlling party into an existing joint venture, the turnover of the joint venture and the turnover of the activities contributed by the new parent company if any must be taken into account.
14 See footnote 11 for guidance on calculation of joint ventures turnover and on the terms current and expected turnover.