Commission Decision of 30/11/2012 declaring a concentration to be compatible with the common market (Case No COMP/M.6704 - REWE TOURISTIK GMBH / FERID NASR / EXIM HOLDING SA) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

• Published date: 30 November 2012
• Subject Matter: Competition,Concentrations between undertakings

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32012M6704

Commission Decision of 30/11/2012 declaring a concentration to be compatible with the common market (Case No COMP/M.6704 - REWE TOURISTIK GMBH / FERID NASR / EXIM HOLDING SA) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

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 Where possible the information omitted has been replaced by ranges of figures or a general description. 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 Where possible the information omitted has been replaced by ranges of figures or a general description. |EUROPEAN COMMISSION |

Brussels, 30.11.2012 C(2012)9076

PUBLIC VERSION

MERGER PROCEDURE

To the notifying parties:

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Dear Sir/Madam,

Subject: Case No COMP/M.6704 - REWE TOURISTIK GMBH / FERID NASR / EXIM HOLDING SA Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004 [1]

1. On 24 October 2012, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 [2] (the "Merger Regulation") by which REWE Touristik Gesellschaft mbH ("REWE Touristik") and Mr Ferid Nasr ("Mr Nasr") acquire within the meaning of article 3(1)(b) of the Merger Regulation direct joint control over the target EXIM HOLDING a.s. ("EXIM") through the purchase of 51% of the shares in EXIM from Mr Nasr by REWE Touristik within the meaning of Art. 3(4) of the Merger Regulation.

I. THE PARTIES AND THE OPERATION

2. REWE Touristik is a limited liability company established and incorporated under the laws of Germany with its registered offices in Cologne, Germany. REWE Touristik is part of the Travel & Tourism Division of REWE Group and constitutes one of two of REWE Group's core lines of business, the other being retail.

3. Mr Nasr is a natural person resident in district [...], Czech Republic. His business activities focus on the tourism sector and are concentrated in EXIM, whose sole shareholder he currently is. In addition, […].

4. EXIM is a joint stock company incorporated under the laws of the Czech Republic with its registered offices in Prague, Czech Republic. EXIM directly holds equity interests in the following companies, all of which are active in the field of touristic tour and travel sales operations which they carry out under the brand names "EXIM TOURS" and "Kartago" in the Czech Republic, Poland, Hungary and Slovakia:

· EXIM TOURS a.s. (with its registered office in Prague, Czech Republic);

· EXIM spólka akcyjna (with its registered office in Warsaw, Poland);

· KARTAGO TOURS a.s. (with its registered office in Bratislava, Slovakia); and

· KARTAGO TOURS Utazásszervezö és Szolgáltató Zártkörüen Müködö Részvénytársaság (with its registered office in Budapest, Hungary).

5. REWE Touristik which is operating in the tourism sector primarily offering both packages tours and further travel products is interested in strengthening its position in Central and Eastern Europe where it has only a small presence. Upon its implementation, the proposed concentration will provide REWE Touristik with a foothold in the Czech Republic, Poland, Hungary and Slovakia and will allow it to develop its business activities in Central and Eastern Europe making use of EXIM's established brand reputation and customer base as well as of Mr Nasr's widespread experience in these markets.

6. The intended transaction amounts to a concentration within the meaning of Article 3(1)(b) of the Merger Regulation, i.e. the acquisition of direct joint control over the target EXIM by REWE Touristik through the purchase of 51% of the shares in EXIM from Mr Nasr, who upon implementation of the contemplated transaction shall retain 49% of the shares in the target.

7. The value of the transaction amounts to EUR […] (fixed component); [3] it will be brought about by the following key agreements:

· Share Sale and Transfer Agreement regarding the Sale and Transfer of Shares in EXIM of 30 May 2012;

· Shareholders' Agreement regarding EXIM of 30 May 2012.

8. REWE Touristik and Mr Nasr, by way of the Shareholders' Meeting, will have to take every strategic decision concerning EXIM unanimously because all strategic decisions in the meaning of the Jurisdictional Notice [4] require [>50]% of the voting rights present at the Shareholders Meeting. [5] These strategic decisions comprise the approval of the annual budget, [6] changes in the business plan, [7] and the approval of investments resulting in any "material expenses, costs, liabilities or obligations" [8] as well as the appointment of the members of the Board of Directors. [9] Consequently, following the envisaged concentration, EXIM will be controlled jointly by REWE Touristik and Mr Nasr.

9. EXIM will perform on a lasting basis [10] all the functions of an autonomous economic entity within the meaning of Art. 3(4) of the Merger Regulation. EXIM will have its own management and its own resources to sustain an independent market presence.

10. Based on the above, the notified operation leads to the acquisition of joint control and constitutes a concentration under Article 3(1)(b) of the Merger Regulation.

II. EU DIMENSION

11. The intended transaction does not have a Community dimension within the meaning of Article 1 of the Merger Regulation and could thus be reviewed under the national competition laws of a total of six EU Member States, namely in the Czech Republic, Italy, Hungary, Austria, Poland and in Slovakia.

12. REWE Touristik and Mr Nasr jointly informed the Commission by means of a reasoned submission on 20 September 2012 that the concentration should be examined by the Commission by virtue of Article 4(5) of the Merger Regulation.

13. According to the Notifying Parties, no notification to the competent authorities in the Member States was filed.

14. The Commission transmitted the Notifying Parties' submission to all Member States on 21 September 2012.

15. Given that no Member State expressed its disagreement as regards the request to refer the case to the Commission within of 15 working days of receiving the reasoned submission, the concentration is deemed to have a Community dimension and is to be...