Commission Implementing Regulation (EU) 2023/914 of 20 April 2023 implementing Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings and repealing Commission Regulation (EC) No 802/2004 (Text with EEA relevance)

CHAPTER I SCOPE

Article 1

This Regulation shall apply to the control of concentrations conducted pursuant to Regulation (EC) No 139/2004.

CHAPTER II NOTIFICATIONS AND OTHER SUBMISSIONS

Article 2

Persons entitled to submit notifications

Article 3

Submission of notifications

Article 4

Information and documents to be provided

Article 5

Effective date of notification

Article 6

Specific provisions relating to reasoned submissions, supplements and certifications

CHAPTER III TIME-LIMITS

Article 7

Beginning of time periods

Time periods shall begin on the working day, as defined in Article 24 of this Regulation, following the event to which the relevant provision of Regulation (EC) No 139/2004 refers.

Article 8

Expiry of time periods

Article 9

Suspension of time limit

• (a) information which the Commission has requested pursuant to Article 11(2) of Regulation (EC) No 139/2004 from one of the notifying parties or any other involved party, as defined in Article 11 of this Regulation, is not provided or not provided in full within the time limit fixed by the Commission;

• (b) information which the Commission has requested pursuant to Article 11(2) of Regulation (EC) No 139/2004 from a third party is not provided or not provided in full within the time limit fixed by the Commission owing to circumstances for which one of the notifying parties or any other involved party, as defined in Article 11 of this Regulation, is responsible;

• (c) one of the notifying parties or any other involved party, as defined in Article 11 of this Regulation, has refused to submit to an inspection deemed necessary by the Commission on the basis of Article 13(1) of Regulation (EC) No 139/2004 or to cooperate in the carrying out of such an inspection in accordance with Article 13(2) of that Regulation;

• (d) the notifying parties have failed to inform the Commission of material changes in the facts contained in the notification, or of any new information of the kind referred to in Article 5(3) of this Regulation.

• (a) in the cases referred to in paragraph 1, points (a) and (b), for the period between the expiry of the time limit set in the simple request for information, and the receipt of the complete and correct information required by decision or the moment when the Commission informs the notifying parties that, in light of the results of its ongoing investigation or market developments, the information requested is no longer necessary;

• (b) in the cases referred to in paragraph 1, point (c), for the period between the unsuccessful attempt to carry out the inspection and the completion of the inspection ordered by decision or the moment when the Commission informs the notifying parties that, in light of the results of its ongoing investigation or market developments, the inspection ordered is no longer necessary;

• (c) in the cases referred to in paragraph 1, point (d), for the period between the occurrence of the change in the facts referred to therein and the receipt of the complete and correct information;

• (d) in the cases referred to in paragraph 2 for the period between the expiry of the time limit set in the decision and the receipt of the complete and correct information required by decision or the moment when the Commission informs the notifying parties that, in light of the results of its ongoing investigation or market developments, the information requested is no longer necessary.

Article 10

Compliance with time limits

CHAPTER IV EXERCISE OF THE RIGHT TO BE HEARD AND HEARINGS

Article 11

Parties to be heard

For the purposes of the right to be heard pursuant to Article 18 of Regulation (EC) No 139/2004, the following parties are distinguished:

• (a) notifying parties, that is, persons or undertakings submitting a notification pursuant to Article 4(2) of Regulation (EC) No 139/2004;

• (b) other involved parties, that is, parties to the proposed concentration other than the notifying parties, such as the seller and the undertaking which is the target of the concentration;

• (c) third persons, that is natural or legal persons, including customers, suppliers and competitors, provided they demonstrate a sufficient interest within the meaning of Article 18(4), second sentence, of Regulation (EC) No 139/2004, which is the case in particular:
• i) for members of the administrative or management bodies of the undertakings concerned or the recognised representatives of their employees;
• ii) for consumer associations, where the proposed concentration concerns products or services used by final consumers.

• (d) parties regarding whom the Commission intends to take a decision pursuant to Article 14 or Article 15 of Regulation (EC) No 139/2004.

Article 12

Decisions on the suspension of concentrations

Once the notifying parties and other involved parties have made known their views, the Commission shall take a final decision repealing, amending or confirming the provisional decision. Where notifying parties and other involved parties have not made known their views in writing within the time limit set, the Commission's provisional decision shall become final with the expiry of that period.

Article 13

Decisions on the substance of the case

Article 12 (2) of this Regulation shall apply *mutatis mutandis* where, in application of Article 18(2) of Regulation (EC) No 139/2004, the Commission has taken a decision pursuant to Article 8(5) of that Regulation provisionally.

The Commission shall, when giving notice of objections, set a time limit within which the notifying parties may inform the Commission of their comments in writing.

The Commission shall inform other involved parties in writing of the objections referred to in the first subparagraph and set a time limit within which those parties may inform the Commission of their comments in writing.

The Commission shall not be obliged to take into account comments received after the expiry of a time limit which it has set.

When sending a letter of facts, the Commission shall set a time limit within which the notifying parties may inform the Commission of their comments in writing.

The procedure provided for in paragraph 2, first and second subparagraphs, and paragraphs 3 and 4 shall apply, mutatis mutandis.

Article 14

Oral hearings

Article 15

Conduct of oral hearings

Article 16

Hearing of third persons

Where a statement of objections has not been issued, the Commission shall be under no obligation to provide third persons referred to in paragraph 1 with any information beyond the nature and the subject matter of the proceedings.

CHAPTER V ACCESS TO THE FILE AND TREATMENT OF CONFIDENTIAL INFORMATION

Article 17

Access to the file and use of documents

• (a) confidential information;

• (b) internal documents of the Commission;

• (c) internal documents of competent authorities of Member States;

• (d) correspondence between the Commission and the competent authorities of Member States;

• (e) correspondence between the competent authorities of Member States; and

• (f) correspondence between the Commission and other competition authorities.

Article 18

Treatment of confidential information

• (a) it contains business secrets or other confidential information; and

• (b) the disclosure of the information is not considered necessary by the Commission for the purpose of the proceedings.

The Commission may also require persons referred to in Article 3 of Regulation (EC) No 139/2004, undertakings or associations of undertakings to identify any part of a statement of objections, case summary or a decision adopted by the Commission which in their view contains business secrets.

Where business secrets or other confidential information are identified, the persons, undertakings and associations of undertakings shall give reasons and provide a separate non-confidential version by the date set by the Commission.

CHAPTER VI COMMITMENTS OFFERED BY THE UNDERTAKINGS CONCERNED

Article 19

Time limits for submission of commitments

Where the undertakings concerned first offer commitments within less than 55 working days from the date on which proceedings were initiated but submit a modified version of the commitments 55 or more working days from that date, the modified commitments shall be deemed to be new commitments for the purpose of applying Article 10(3), second sentence, of Regulation (EC) No 139/2004.

Where pursuant to Article 10(3), second subparagraph, of Regulation (EC) No 139/2004 the period for the adoption of a decision pursuant to Article 8(1) to (3) is extended, the period of 65 working days for the submission of commitments shall automatically be extended by the same number of working days.

In exceptional circumstances, the Commission may accept to consider commitments offered after the expiry of the relevant time limit for their submission as prescribed in this Article. In deciding whether to accept to consider commitments offered in such circumstances, the Commission shall have particular regard to the need to comply with the requirements of Article 19(5) of Regulation (EC) No 139/2004.

Article 20

Procedure for the submission of commitments

Article 4 shall apply *mutatis mutandis* to the Form RM accompanying the commitments offered pursuant to Article 6(2) or Article 8(2) of Regulation (EC) No 139/2004.

Article 21

Trustees

CHAPTER VII MISCELLANEOUS PROVISIONS

Article 22

Transmission and signature of documents

• (a) are unusable (corrupted);

• (b) contain viruses, malware or other threats;

• (c) contain electronic signatures the validity of which cannot be verified by the Commission.

In those cases, the Commission shall inform the sender without delay.

Article 23

Setting of time limits

Article 24

Working days

The expression “working days” in Regulation (EC) No 139/2004 and in this Regulation means all days other than Saturdays, Sundays, and Commission holidays as published in the Official Journal of the European Union before the beginning of each year.

Article 25

Repeal and transitional provisions

References to the repealed Regulation shall be construed as references to this Regulation.

Article 26

Entry into force

This Regulation shall enter into force on 1 September 2023.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

ANNEX I

FORM RELATING TO THE NOTIFICATION OF A CONCENTRATION PURSUANT TO COUNCIL REGULATION (EC) No 139/2004

(FORM CO)

INTRODUCTION

A. The purpose of the Form CO

• (1)This Form CO specifies the information that must be provided by notifying parties when submitting a notification to the European Commission of a proposed merger, acquisition or other concentration. The merger control system of the European Union is laid down in Council Regulation (EC) No 139/2004 ([^E0002]) and in Commission Implementing Regulation (EU) 2023/914 implementing Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the “Implementing Regulation”) ([^E0003]), to which this Form CO is annexed. Your attention is drawn to the corresponding provisions of the Agreement on the European Economic Area ([^E0004]) (‘EEA Agreement’).

B. Pre-notification contacts and waiver requests

1. Types of information requested by the Form CO

• (2)The Form CO requires the following information:

• (a) basic information which is in principle necessary for the assessment of all concentrations (Sections 1-10);

• (b) information on efficiencies (Section 11);

• (c) information to be provided in cases involving joint ventures (Section 12).

• (3)The information requested in Sections 1-10 must in principle be provided in all cases and is therefore a requirement for a complete notification. Section 11 requires information on efficiencies of the notified transaction which the notifying parties may submit if they wish the Commission to consider from the outset any efficiency claims. Section 12 must be provided in all cases involving joint ventures; in these cases, that information is a requirement for a complete notification.

2. Information that is not reasonably available

• (4)In exceptional circumstances, specific pieces of information required by this Form CO may not be reasonably available to the notifying parties in part or in whole (e.g., because information on a target company is not available in case of a contested bid). In this case, the notifying parties may request the Commission to dispense with the obligation to provide the relevant information or with any other requirement in the Form CO related to that information. The request should be submitted in accordance with the instructions in section B.4.

3. Information that is not necessary for the Commission’s examination of the case

• (5)Pursuant to Article 4(2) of the Implementing Regulation, the Commission may dispense with the obligation to provide any particular information in the Form CO, including documents, or with any other requirements where the Commission considers compliance with those obligations or requirements is not necessary for the examination of the case.

• (6)Although necessary for the Commission’s examination of certain cases, in other cases Article 4(2) of the Implementing Regulation would apply in particular to information referred to in sections 3.4, 3.5, 3.6, 3.7, 5.5 and 5.6 and Section 10 of this Form CO.

• (7)In such circumstances, the notifying parties may request the Commission to dispense with the obligation to provide the relevant information or with any other requirement in the Form CO related to this information. This request should be submitted in accordance with the instructions laid down in section B.4.

4. Pre-notification contacts and waiver requests

• (8)Notifying parties are invited to engage in pre-notification discussions in all normal cases on the basis of a draft Form CO. The possibility to engage in pre-notification contacts is a service offered by the Commission to notifying parties on a voluntary basis in order to prepare the formal merger review proceedings. As such, while not mandatory, pre-notification contacts are extremely valuable to both the notifying parties and the Commission in determining, among other things, the precise amount of information required in a Form CO and, in the majority of cases, will result in a significant reduction of the information required.

• (9)In the course of pre-notification contacts, notifying parties may submit requests for waivers. The Commission will consider waiver requests provided that one of the following conditions is fulfilled:

• (a) the notifying parties give adequate reasons why the relevant information is not reasonably available and provide best estimates for the missing data, identifying the sources for these estimates. Where possible, the notifying parties must indicate where any of the requested information that is unavailable could be obtained by the Commission or the relevant Member State(s) and EFTA State(s);

• (b) the notifying parties give adequate reasons why the relevant information is not necessary for the examination of the case.

• (10)Waiver requests should be made in the draft Form CO itself (at the beginning of the relevant Section or sub-Section). The Commission’s Directorate-General for Competition (‘DG Competition’) will deal with waiver requests in the context of the review of the draft Form CO. DG Competition will normally require five working days before responding to a waiver request.

• (11)For the avoidance of doubt, the fact that the Commission may have accepted that any particular information requested by this Form CO may be omitted from a notification made using the Form CO does not in any way prevent the Commission from requesting that information at any time during the proceedings, in particular through a request for information pursuant to Article 11 of the Merger Regulation.

• (12)The notifying parties are referred to the ‘Best Practices on the conduct of EC merger control proceedings’ as published on DG Competition’s website and updated from time to time, which provide guidance on pre-notification contacts and the preparation of notifications.

C. The requirement for a correct and complete notification

• (13)As explained in section B.1., the information requested in Sections 1-10 must in principle be provided in all normal cases ([^E0005]) and is therefore a requirement for a complete notification. All the required information must be supplied in the appropriate section of the Form CO and it must be correct and complete.

• (14)In particular you should note that:

• (a) in accordance with Article 10(1) of the Merger Regulation and Article 5(2) and (4) of the Implementing Regulation, the time limits laid down in the Merger Regulation with regard to the notification will not start until all the information that has to be supplied with the notification has been received by the Commission. This is to ensure that the Commission is able to assess the notified concentration within the strict time limits laid down in the Merger Regulation;

• (b) the notifying party or parties must verify, in the course of preparing their notification, that contact names and numbers, and in particular e-mail addresses, provided to the Commission are accurate, relevant and up-to-date;

• (c) in accordance with Article 5(4) of the Implementing Regulation, incorrect or misleading information in the notification will be considered to be incomplete information;

• (d) requested contact details must be provided in the format prescribed by DG Competition on its website ([^E0006]). For a proper investigatory process, it is essential that the contact details are accurate. To this end, please ensure that the email addresses provided are personalised and attributed to specific contact persons and that they are not general company mailboxes (e.g., info@, hello@). The Commission may declare the notification incomplete on the basis of inappropriate contact details;

• (e) under Article 14(1), point (a), of the Merger Regulation, notifying parties who, either intentionally or negligently, supply incorrect or misleading information, may be liable to fines of up to 1 % of the aggregate turnover of the undertaking concerned. In addition, pursuant to Article 6(3), point (a), and Article 8(6), point (a), of the Merger Regulation the Commission may revoke its decision on the compatibility of a notified concentration where it is based on incorrect information for which one of the parties to the concentration is responsible.

D. How to notify

• (15)The information requested by this Form CO is to be set out using the provided sections of the Form CO and paragraph numbers, contained therein, signing a declaration as provided in Section 13, and annexing supporting documentation. Where information required by one section partly (or wholly) overlaps with information required by another section, this same information should not be submitted twice though accurate cross-referencing should be used.

• (16)The Form CO must be signed by persons authorised by law to act on behalf of each notifying party or by one or more authorised external representatives of the notifying party or parties. The corresponding power of attorney must be attached to the Form CO. ([^E0007]) Technical specifications and instructions regarding notifications (including signatures) can be found in the Official Journal of the European Union.

• (17)In completing Sections 6, 8, 9 and 10 of this Form CO, the notifying parties are invited to consider whether, for purposes of clarity, those sections are best presented in numerical order, or whether they can be grouped together for each individual affected market (or group of affected markets).

• (18)For the sake of clarity, certain information may be put in annexes. However, it is essential that all key substantive pieces of information, and in particular market share information for the parties and their largest competitors, are presented in the body of Form CO. Annexes to this Form CO must only be used to supplement the information supplied in the Form CO itself.

• (19)Supporting documents are to be submitted in their original language; where this is not an official language of the Union, they must be translated into the language of the proceeding (Article 3(4) of the Implementing Regulation).

• (20)Supporting documents may be copies of the originals. In this case, the notifying party must confirm that they are true and complete.

E. Confidentiality and Personal Data

• (21)Article 339 of the Treaty on the Functioning of the European Union and Article 17(2) of the Merger Regulation as well as the corresponding provisions of the EEA Agreement ([^E0008]) require the Commission, the Member States, the EFTA Surveillance Authority and the EFTA States, their officials and other servants not to disclose information they have acquired through the application of the Regulation of the kind covered by the obligation of professional secrecy. The same principle must also apply to protect confidentiality between notifying parties.

• (22)If you believe that your interests would be harmed if any of the information you are asked to supply were to be published or otherwise disclosed to other parties, you should submit this information separately with each page clearly marked ‘Business Secrets’. You should also give reasons why this information should not be disclosed or published.

• (23)In the case of mergers or joint acquisitions, or in other cases where the notification is completed by more than one of the parties, business secrets may be submitted under separate cover, and referred to in the notification as an annex. In order for a notification to be considered complete, all such annexes must be included in the notification.

• (24)Any personal data submitted in this Form CO will be processed in compliance with Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC. ([^E0009])

F. Definitions and instructions for the purposes of this Form CO

• (25)For the purposes of this Annex, the following definitions apply:

• (a) “Party/parties to the concentration” or “party/parties”: These terms relate to both the acquiring party/parties and the acquired party/parties, or the merging parties, including all undertakings in which a controlling interest is being acquired or which is the subject of a public bid. Unless otherwise specified, the terms “notifying party/parties” and ‘party/parties to the concentration’ include all the undertakings which belong to the same groups as those parties.

• (b) ‘Relevant product market’: A relevant product market comprising all those products or services, or both, which are regarded as interchangeable or substitutable by the consumer, by reason of the products’ or services’ characteristics, their prices and their intended use. A relevant product market may in some cases be composed of a number of individual products or services, or both, which present largely identical physical or technical characteristics and are interchangeable. Factors relevant to the assessment of the relevant product market include the analysis of why the products or services in these markets are included and why others are excluded by using this definition, and having regard to, for example, substitutability of products and services, prices, cross-price elasticity of demand or other relevant factors (such as supply-side substitutability in appropriate cases).

• (c) ‘Relevant geographic market’: The relevant geographic market comprising the area in which the undertakings concerned are involved in the supply and demand of relevant products or services, in which the conditions of competition are sufficiently homogeneous and which can be distinguished from neighbouring geographic areas because, in particular, conditions of competition are appreciably different in those areas. Factors relevant to the assessment of the relevant geographic market include, inter alia, the nature and characteristics of the products or services concerned, the existence of entry barriers, consumer preferences, appreciable differences in the undertakings’ market shares between neighbouring geographic areas or substantial price differences.

• (d) ‘Horizontal overlap’: 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 market(s) (including the development of pipeline products ([^E0010])). ([^E0011])

• (e) ‘Non-horizontal relationship’: A concentration gives rise to non-horizontal relationship when the activities of the parties to the concentration are in a relationship that is not a horizontal overlap.

• (f) ‘Vertical relationship’: 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 which is upstream or downstream from a product market in which any other party to the concentration is engaged (including the development of pipeline products). ([^E0012])

• (g) ‘Affected markets’: Affected markets are all relevant product and geographic markets, as well as plausible alternative relevant product and geographic markets, where the parties’ activities overlap horizontally or are vertically related and which do not meet the conditions for review under point 5(d) of the Notice on Simplified Procedure ([^E0013]) and do not benefit from the flexibility clauses of point 8 of the Notice on Simplified Procedure.

• (26)The financial data requested in Section 4 must be provided in euro at the average exchange rates prevailing for the years or other periods in question.

G. Description of quantitative economic data collected by the undertakings concerned

• (27)The information requested in sections 5.5 and 5.6 of this Form must be supplied for the Form CO to be considered complete.

• (28)For further guidance, the parties to the concentration may refer to DG Competition’s ‘Best Practices for the submission of economic evidence and data collection in cases concerning the application of Articles 101 and 102 TFEU and in merger cases’ as published on DG Competition’s website and updated from time to time.

H. International cooperation between the Commission and other competition authorities

• (29)The Commission encourages the parties to the concentration to facilitate international cooperation between the Commission and other competition authorities reviewing the same concentration. In the Commission’s experience, good cooperation between the Commission and competition authorities in jurisdictions outside the EEA entails substantial benefits for the undertakings concerned.

• (30)Furthermore, the Commission encourages the parties to the concentration to submit confidentiality waivers that would enable the Commission to share information with other competition authorities outside the EEA reviewing the same concentration. Each waiver facilitates joint discussion and analysis of a concentration as it allows the Commission to share relevant information with another competition authority reviewing the same concentration, including confidential business information obtained from the parties to the concentration. To this end, the Commission encourages the parties to the concentration to use the Commission’s model waiver, which is published on DG Competition’s website and updated from time to time.

SECTION 1

DESCRIPTION OF THE CONCENTRATION

• 1.1.Provide an executive summary of the concentration, specifying the parties to the concentration, the nature of the concentration (for example, merger, acquisition, or joint venture), the areas of activity of the parties to the concentration, the markets on which the concentration will have an impact (including the main affected markets ([^E0014])), and the strategic and economic rationale for the concentration.

• 1.2.Provide a non-confidential summary (up to 500 words) of the following information: the way by which the concentration is accomplished (for example, by way of purchase of shares, public bid, contract, etc.); the articles of the Merger Regulation pursuant to which the transaction qualifies as a concentration; the undertakings concerned. For each of the undertakings concerned provide: Full name, country of incorporation, ultimately controlling entity, short description of activities and geographic areas of activity. For newly created JVs provide intended activities and geographic areas of activity. It is intended that this summary will be published on DG Competition’s website upon notification. The summary must be drafted so that it contains no confidential information or business secrets.

Example (please delete for notification)

This notification concerns the following undertakings:

[Full name of Company A] ([Short name of company A], [Country of origin of Company A]), controlled by [Company X]

[Full name of Company B] ([Short name of company B], [Country of origin of Company B]), controlled by [Company Y]

[Company A] acquires within the meaning of Article 3(1), point (b) of the Merger Regulation sole control of (the whole/part) of [Company B] OR

[Company A] enters into a full merger within the meaning of Article 3(1), point (a) of the Merger Regulation with [Company B] OR

[Company A] and [Company B] acquire within the meaning of Article 3(1), point (b) and Article 3(4) of the Merger Regulation joint control of [Company C].

The concentration is accomplished by [Means of implementing the concentration, e.g. way of purchase of shares/assets, etc].

The business activities of the undertakings concerned are:

• a. for [Company A]: [Brief description of activity, e.g., diversified chemicals with primary activities in agricultural sciences, performance plastics and chemicals, and hydrocarbon and energy products and services].

• b. for [Company B]: [Brief description of activity, e.g., silicone-based technology and innovation with primary activities in development and production of polymers and other materials based on silicone chemistry].

SECTION 2

INFORMATION ABOUT THE PARTIES

• 2.1.Information about the parties to the concentration ([^E0015])

• For each of the parties to the concentration provide:

• 2.1.1. the name of the undertaking;

• 2.1.2. whether the undertaking is a notifying party or not;

• 2.1.3. the name, address, telephone number and e-mail address of, and position held by, the appropriate contact person; the address given must be an address for service to which documents and, in particular, Commission decisions and other procedural documents may be notified, and the contact person given must be deemed to be authorised to accept service;

• 2.1.4. if one or more authorised external representatives of the undertaking are appointed, the representative or representatives to which documents and, in particular, Commission decisions and other procedural documents may be notified:
• 2.1.4.1. the name, address, telephone number and e-mail address of, and position held by, each representative; and
• 2.1.4.2. the original power of attorney (for the notifying party or parties).

• 2.2.Nature of the parties’ business

• For each of the parties to the concentration, describe the nature of the undertaking’s business.

SECTION 3

DETAILS OF THE CONCENTRATION, OWNERSHIP AND CONTROL

([^E0016])

The information sought in this section may be illustrated by the use of organisation charts or diagrams to show the structure of ownership and control of the parties to the concentration before and after completion of the concentration.

• 3.1.Describe the nature of the concentration being notified by reference to the relevant criteria of the Merger Regulation and the Commission Consolidated Jurisdictional Notice ([^E0017]):

• 3.1.1. Identify the undertakings or persons solely or jointly controlling each of the parties to the concentration, directly or indirectly, and describe the structure of ownership and control of each of them before the completion of the concentration.

• 3.1.2. Explain whether the proposed concentration is one of the following:
• (a) a full merger;
• (b) an acquisition of sole or joint control;
• (c) a contract or other means of conferring direct or indirect control within the meaning of Article 3(2) of the Merger Regulation;
• (d) the acquisition of joint control in a full-function joint venture within the meaning of Article 3(4) of the Merger Regulation, and, if so, the reasons why the joint venture is considered to be full-function ([^E0018]).

• 3.1.3. Explain how the concentration will be implemented (for example by conclusion of an agreement, by the launch of a public bid, etc.).

• 3.1.4. By reference to Article 4(1) of the Merger Regulation explain which of the following have taken place at the time of notification
• (a) an agreement has been concluded;
• (b) a controlling interest has been acquired;
• (c) a public bid or the intention to launch a public bid has been announced;
• (d) the parties to the concentration have demonstrated a good faith intention to conclude an agreement.

• 3.1.5. Indicate the expected date of any major events designed to bring about the completion of the concentration;

• 3.1.6. Explain the structure of ownership and control of each of the parties to the concentration after the completion of the concentration.

• 3.2.Describe the economic rationale of the concentration.

• 3.3.State the value of the transaction (the purchase price or the value of all the assets involved, as the case may be; specify whether this is in the form of equity, cash, or other assets).

• 3.4.Describe any financial or other support received from public authorities by any of the parties to the concentration and the nature and amount of that support. In this context:

• 3.4.1. indicate whether any of the parties to the concentration has been the beneficiary of aid that is or has been subject to Union State aid proceedings.

• 3.4.2. indicate if you have filed or intend to file a notification under Article 20 of Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market (OJ L 330, 23.12.2022 , p. 1-45).

• 3.5.Provide a list of all the jurisdictions outside the EEA where the concentration has been or will be notified (before or after the completion of the concentration) and/or is under investigation under merger control rules. For each jurisdiction, indicate the (actual or expected) date of notification and, where applicable, identify the stage of the investigation.

• 3.6.For the parties to the concentration, provide a list of all other undertakings which are active in affected markets and in which the undertakings, or persons, of the group hold individually or collectively 10 % or more of the voting rights, issued share capital or other securities, identifying the holder and stating the percentage held.

• 3.7.Describe whether one or more competitors of the parties hold a significant non-controlling shareholding (i.e. above 10%) in any of the parties to the concentration. Indicate the percentage and the rights attached to the shareholding. Provide details of acquisitions made during the last three years by the groups identified in Section 2.1 of undertakings active in affected markets.

SECTION 4

TURNOVER

For each of the parties to the concentration provide the following data for the last financial year ([^E0019]):

• 4.1. worldwide turnover;

• 4.2. EU-wide turnover;

• 4.3. EEA-wide turnover (EU and EFTA);

• 4.4. turnover in each Member State (indicate the Member State, if any, in which more than two-thirds of EU-wide turnover is achieved);

• 4.5. EFTA-wide turnover;

• 4.6. turnover in each EFTA State (indicate the EFTA State, if any, in which more than two-thirds of EFTA-wide turnover is achieved; also indicate whether the combined turnover of the undertakings concerned in the territory of the EFTA States equals 25 % or more of their total turnover in the EEA territory).

Turnover data must be provided by filling in the Commission’s template table available on DG Competition’s website.

SECTION 5

SUPPORTING DOCUMENTATION AND DATA

The notifying parties must provide the following:

• 5.1. copies of the final or most recent versions of all documents bringing about the concentration, whether by agreement between the parties to the concentration, acquisition of a controlling interest or a public bid;

• 5.2. in case of a public bid, a copy of the offer document. If the offer document is unavailable at the time of notification, a copy of the most recent document demonstrating the intention to launch a public bid must be provided, and a copy of the offer document must be submitted as soon as possible and not later than when it is posted to shareholders;

• 5.3. an indication of the webpage, if any, at which the most recent annual reports and accounts of the parties to the concentration are available, or if no such webpage exists, copies of the most recent annual reports and accounts of the parties to the concentration;

• 5.4. copies of the following documents prepared by or for or received by any member(s) of the board of management, the board of directors, or the supervisory board, depending on the corporate governance structure, or the other person(s) exercising similar functions (or to whom such functions have been delegated or entrusted), or the shareholders’ meeting:
• (a) minutes of the meetings of the board of management, of the board of directors, of the supervisory board and/or of the shareholders’ meeting at which the transaction has been discussed, or excerpts of those minutes relating to the discussion of the transaction;
• (b) analyses, reports, studies, surveys, presentations and any comparable documents for the purpose of assessing or analysing the concentration with respect to its rationale (including documents where the transaction is discussed in relation to potential alternative acquisitions), market shares, competitive conditions, competitors (actual and potential), potential for sales growth or expansion into other product or geographic markets, and/or general market conditions;
• (c) analyses, reports, studies, surveys and any comparable documents from the last two years for the purpose of assessing any of the affected markets ([^E0020]) with respect to market shares, competitive conditions, competitors (actual and potential) and/or potential for sales growth or expansion into other product or geographic markets. Provide a list of the documents mentioned in this section 5.4, indicating for each document the date of preparation and the name and title of the addressee(s).

• 5.5. data that each of the parties to the concentration collects and stores in the ordinary course of its business operations and which could be useful for a quantitative economic analysis. The data description should include, in particular, information about:
• (a) the type of such data (information on sales or bids, profit margins, procurement process details, etc.);
• (b) the level of disaggregation (per country, per product, per customer, per contract, etc.);
• (c) the time period for which the data are available and the format;
• (d) the source of the data (for example, Customer Relationship Management (CRM) software, or dataset purchased from external providers, etc.).

• 5.6. a description of the usage in the normal course of business of the data provided in section 5.5. In particular, describe if relevant, the internal datasets produced based on the above data, as well as the type of internal reporting products and analysis, such as business strategy, marketing plans, investment plans, market intelligence and competitors’ monitoring (e.g., comparison between the products/services and pipeline products of one party to the concentration and those of its main competitors or between those of the parties to the concentration; competitors’ strategy and positioning; or SWOT ([^E0021]) analyses).

SECTION 6

MARKET DEFINITIONS

The relevant product and geographic markets serve to identify the scope within which the market power of the new entity resulting from the concentration must be assessed ([^E0022]). When presenting relevant product and geographic markets, the notifying parties must submit, in addition to any product and geographic market definitions they consider relevant, all plausible alternative product and geographic market definitions. Plausible alternative product and geographic market definitions can be identified on the basis of previous Commission decisions and judgments of the Union Courts and (in particular where there are no Commission or Court precedents) by reference to industry reports, market studies and the notifying parties’ internal documents.

• 6.1.Please discuss all plausible relevant market definitions where the proposed concentration could give rise to affected markets. Please explain how the notifying parties consider that the relevant product and geographic markets should be defined.

• 6.2.Taking into account all the plausible relevant market definitions discussed, please identify each affected market ([^E0023]) and provide summary information on the activities of the parties to the concentration in each plausible relevant market. Please add to the tables as many rows as required to cover all the plausible markets that you consider:

Summary of Affected Markets Horizontal Overlaps	Summary of Affected Markets Horizontal Overlaps	Summary of Affected Markets Horizontal Overlaps
Product market definition	Geographic market definition	Combined market share [Identify year] [Identify metric]
---	---	---
Summary of Affected Markets Vertical Relationships	Summary of Affected Markets Vertical Relationships	Summary of Affected Markets Vertical Relationships
Upstream market	Upstream market	Upstream market
Product market definition	Geographic market definition	Combined market share [Identify year][Identify metric]

• 6.3.Describe the product and geographic scope of all plausible alternative market definitions (where such markets include the whole or a part of the EEA) other than the affected markets identified in Section 6.2., in which the notified concentration may have a significant impact, for example, where:

• (a) any of the parties to the concentration has a market share larger than 25 % and any other party to the concentration is a potential competitor in that market. A party may be considered a potential competitor, in particular, where it has plans to enter a market, or has developed or pursued such plans in the past three years;

• (b) any of the parties to the concentration is present in a product market, which is a neighbouring market closely related to a product market in which any other party to the concentration is engaged, and the individual or combined market shares of the parties in any one of these markets is 30% or more. Product markets are closely related neighbouring markets when the products are complementary to each other ([^E0024]) or when they belong to a range of products that is generally purchased by the same set of customers for the same end use ([^E0025]).

• In order to enable the Commission to consider, from the outset, the competitive impact of the proposed concentration in the markets identified under Section 6, notifying parties are invited to submit the information under Sections 8 to 10 of this Form CO also in relation to those markets.

SECTION 7

INFORMATION ON MARKETS FALLING UNDER POINT 8 OF THE NOTICE ON SIMPLIFIED PROCEDURE

For markets falling under point 8 of the Notice on Simplified Procedure, in principle only section 7 needs to be filled in. However, where any of the circumstances listed in Section II.C of the Notice on Simplified Procedure are present, the flexibility clause will normally not be applied ([^E0026]) . In this case, Sections 6, 8, 9 and 10 of this Form should be completed.

• 7.1.For each market falling under point 8 of the Notice on Simplified Procedure, tick the relevant boxes below. ([^E0027])