Monday, 14 October 2013 08:29

Decision 575/2013

Decision on the prior notification under Article 6 par. 1-3 L. 3959/2011 by the companies «LINNAEUS CAPITAL PARTNERS BV», «SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY FOR PRODUCTION AND EXPLOITATION OF FISH FARMS” and "FISH FARMS SELONTA SA", of the merger between the second and third companies, with the absorption of the third company by the second.

Decision 575/2013
File (PDF) Decision 575/2013
Date of Publication of Decision October 14th, 2013
Issue Number of Government Bulletin
Relevant Market

Fish Farming

Subject of the Decision

Merger

Legal Framework

Phase ΙΙ (article 8 par. 4 and 8 L. 3959/2011)

Operative part of the Decision

Clearance with commitments

Notifying company/ies

1. LINNAEUS CAPITAL PARTNERS B.V.

2. SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY FOR PRODUCTION AND EXPLOITATION OF FISH FARMS 

3. FISH FARMS SELONTA SOCIETE ANONYME AGRICULTURAL HOLDINGS

Controlled

1. SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY FOR PRODUCTION AND EXPLOITATION OF FISH FARMS

2. FISH FARMS SELONTA SOCIETE ANONYME AGRICULTURAL HOLDINGS

Summary of Decision

The HCC in Plenary, with its decision No. 575 / VII / 2013, unanimously approved the notified concentration concerning the merger of the companies "SOCIETE ANONYME INDUSTRIAL AND COMMERCIAL COMPANY FOR PRODUCTION AND EXPLOITATION OF FISH FARMS” (DIAS) and “FISH FARMS SELONTA SOIETE ANONYME AGRICULTURAL HOLDINGS" (SELONTA) with absorption of the second by the first company, under the following terms and conditions, based on the commitments offered by the parties, in order to raise serious doubts as to the compatibility of this concentration with the operating requirements of competition in the relevant markets concerned.

Specifically, Linnaeus Capital Partners B.V. and the companies directly or indirectly controlled by it committed:

A) For a period of two (2) years from the date of completion of the Merger, with the possibility of unilateral extension of the above period by the Competition Commission, to suspend the exercise of voting rights of Linnaeus Capital Partners B.V. or the companies directly or indirectly controlled by it, regarding the election or replacement of a member / members of the Board of Directors of NIREUS FISH FARMS SA. They also committed that no agreement shall be signed between these companies and the other shareholders of the company NIREUS FISH FARMS SA, that binds managing bodies of the company NIREUS FISH FARMS SA or their members as to the manner of exercising their voting rights in the General Assembly during the appointment of members of the Board of Directors or during the managemenet of corporate affairs.

B) For the same period of time, they committed not to increase (directly or indirectly) their participation in the share capital of the company NIREUS FISH FARMS SA and

C) For the same period of time, they committed not to exercise as a shareholder of the company NIREUS FISH FARMS SA a minority right with a request to provide competition-sensitive commercial information, in particular on customers, sales, production, suppliers and pricing policy.

In the event that Linnaeus Capital Partners B.V. or the companies directly or indirectly controlled by it lose control over the new entity, the above commitments will be revoked by a decision of the Competition Commission upon request.

The above under C) commitment also stands for the shareholding participation of the new entity (new Selonta), as shareholder of Zoonomi SA.

In case of non-compliance with the above terms or conditions, the HCC threatened a fine of up to ten percent (10%) of the total turnover of the companies that undertook the commitments.

It is noted that a full Phase II investigation process was initiated for this concentration, due to the serious doubts that were raised regarding its compatibility with the operating requirements of competition.

Judicial Means Final. No judicial proceedings.
Decisions by the Court of Appeal of Athens (Administrative Division) -

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