Friday, 06 July 2012 00:00

Decision 543/2012

Decision on the prior notification, according to article 6 par. 1 of L. 3959/2011, as in force, of the transaction consisting in the acquisition of sole control (from joint to sole control) over the company "Sephora MarinopoulosS.A." by "Sephora S.A."

Decision 543/2012
File (PDF) Decision 543/2012
Date of Issuance of Decision

July 6th, 2012

Issue Number of Government Bulletin
Relevant Market

Cosmetics

Subject of the Decision

Merger

Legal Framework

Phase I (Article 8 par. 3 of  L. 3959/2011)

Operative part of the Decision

Clearance 

Acquiring company(ies)

SEPHORA S.A.

Target company(ies)

SEPHORA MARINOPOULOS S.A. 

Summary of Decision

On May 25, 2012, the company under the name "SEPHORA S.A." notified to the Hellenic Competition Commission, according to article 6 of L. 3959/2011, as in force, the acquisition of sole control over the company under the name "SEPHORA MARINOPOULOS S.A.”

The companies "SEPHORA S.A." and "MARINOPOULOS HOLDING SARL" (successor of "MARINOPOULOS BROTHERS S.A.") were shareholders, each of them by holding a stake of 50%, in the company "SEPHORA MARINOPOULOS". The notified transaction consisted of the acquisition by "SEPHORA S.A." of the 50% shareholding held by "MARINOPOULOS HOLDING SARL", by reason of the exercise of the right of pre-emption granted to it under the Joint Venture Agreement. As a result of the proposed transaction, "SEPHORA S.A." will acquire the sole control over "SEPHORA MARINOPOULOS", in which it previously had joint control.

According to the acquiring company, the proposed transaction will not bring about any change in the current activity of "SEPHORA MARINOPOULOS" nor in the activities of "SEPHORA S.A." and the groups to which it belongs (LVMH and ARNAULT GROUPE) in Greece, as the latter holds the majority of the seats on the Board of Directors and exercises the day-to-day management of the company "SEPHORA MARINOPOULOS". Therefore, no material change in the way in which SEPHORA MARINOPOULOS is actually runs is expected to occur.

The proposed concentration concerns the cosmetics markets (including perfumes) in which the participating companies as well as the other companies of ARNAULT GROUPE, are active in the Greek territory, namely: (a) the wholesale market for high quality and high price (premium) cosmetics (b) the wholesale market for mass-distribution cosmetics, (c) the retail market for high quality and high price (premium) cosmetics, (d) the retail market for mass-distribution cosmetics, and (e) the market for mass-distribution cosmetics manufacturing. Firstly, the proposed transaction will not bring about changes in the activity of "SEPHORA MARINOPOULOS",  as described above, and secondly, it does not affect the competitive conditions prevailing in the Greek territory because "SEPHORA MARINOPOULOS", prior to the concentration, was already active in Greece in the market for cosmetics and skin-care products, with a small market share, so the continuation of its presence in the same market under a slightly different control structure, is not expected to restrict competition.

On the above grounds, the competent Chamber of the HCC approved the proposed transaction, concluding that it does not raise serious doubts as to its compatibility with competition rules in the relevant markets concerned.

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