Commission Decision of 07/05/2012 declaring a concentration to be compatible with the common market (Case No COMP/M.6543 - AHOLD / FLEVO) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

• Published date: 07 May 2012
• Subject Matter: Competition,Concentrations between undertakings

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32012M6543

Commission Decision of 07/05/2012 declaring a concentration to be compatible with the common market (Case No COMP/M.6543 - AHOLD / FLEVO) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|EUROPEAN COMMISSION |

Brussels, 07/05/2012

PUBLIC VERSION In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a general description. C(2012) 3016

MERGER PROCEDURE

To the notifying party:

Subject: Case No COMP/M.6543 - AHOLD/ FLEVO

Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004 [1]

Dear Sir/Madam,

1. On 27.03.2012, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which Koninklijke Ahold N.V. (the Netherlands), the parent company of Ahold Group ("Ahold"), acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of Flevo Deelnemingen III B.V. ("Flevo", the Netherlands), the holding company of bol.com BV. ("bol.com", the Netherlands), by way of purchase of shares [2] .

(1) THE PARTIES

2. Ahold is the parent company of an international group of quality supermarkets based in Europe and the United States. In the Netherlands, Ahold is active via its supermarket chain Albert Heijn, speciality stores for retail trade in health and beauty care products (Etos), and wine and liquor (Gall & Gall), as well as via its online forum and delivery service albert.nl with regard to all three of these brands.

3. Flevo is the 100% holding company of the online non-food retailer bol.com. Bol.com is active in sales of books, e-books, DVDs, toys, music, games, software, consumer electronics, home appliances and computers for the Dutch and Belgian markets.

4. Ahold is referred to hereinafter as the "notifying party". Ahold and Flevo are together referred to as "the parties" or "the undertakings concerned".

(2) THE OPERATION AND THE CONCENTRATION

5. Pursuant to the terms of a Share Purchase Agreement […], Ahold will obtain sole control over Flevo (including bol.com).

6. The notified operation therefore constitutes a concentration within the meaning of Article 3(1)(b) of the EU Merger Regulation.

(3) EU DIMENSION

7. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 billion [3] (Ahold: EUR […] billion; Flevo: EUR 0.355 billion). Each of them has an EU-wide turnover in excess of EUR 250 million (Ahold: EUR […] billion; Flevo: EUR 0.355 billion). Ahold does not achieve more than two-thirds of its aggregate EU-wide turnover within one and the same Member State. The notified operation therefore has an EU dimension.

(4) RELEVANT MARKETS

8. Whilst bol.com is active only in online sales of non-food products such as books, electronics and appliances as well as films, music, games and toys, the vast majority of the sales of Ahold result from food retail products, with only limited sales of books, electronics, games and toys, most of these sales outside the online environment.

9. Overlaps in the activities of the parties arise in the sale of books, toys, games, music and films to final consumers in the Netherlands.

Product market definition

(i) Sale of books to final consumers

10. Books are sold to final consumers through a wide range of different channels including independent book stores, book chains, hypermarkets, kiosks, book clubs, the internet, mail orders, credit sales and telemarketing.

11. The notifying party considers that online and offline sales of books to final consumers belong to the same product market and no distinction should be made between markets according to the sales channel used.

12. The notifying party also proposes that the overall market for the sales of books to final consumers should be further sub-divided according to the following major categories of books: (i) general books (including e-books, general Dutch literature, general foreign literature, children’s books, non-fiction informative books, etc.), (ii) scientific books (including academic and professional books) and (iii) educational books [4] . According to the notifying party, Ahold does not sell e-books, foreign books, scientific books or educational books. It only sells general Dutch...