DECISION NO

DECISION NO.2/26.01.2007
Regarding the sole control acquiring on S.C. VIATA LIBERA
S.A. Galati by EMI DEUTSCHLAND GmbH Munchen
The Competition Council
On the basis of:
1. The Decree no. 57/17.02.2004 regarding the appointment of the Competition Council
Plenum members;
2. The Decree no. 1087/06.09.2006 regarding the appointment of a member of the
Competition Council Plenum;
3. The Decree no. 1089/06.09.2006 regarding the appointment of the Competition
Council vice president;
4. The Competition Law no. 21/1996, republished in the Official Journal of Romania ,
Part I, no. 742/16.08.2005;
5. The Regulation on the organisation, functioning and procedure of the Competition
Council, published in the Official Journal of Romania, Part I, no. 288/01.04.2004
with the subsequent modifications and completitions;
6. The Regulation on the authorisation of economic concentrations, published in the
Official Journal of Romania, Part I, no. 280/31.03.2004;
7. The Guidelines related to the turnover calculation in cases of anticompetitive
behaviour provided by Art. 5, par. (1), in the Competition Law no. 21/1996 and in
cases of economic concentrations, published in the Official Journal of Romania Part
I, no. 440/17.05.2004;
8. The Guidelines on the application of provisions of Art. 331 in the Competition Law
no. 21/1996 concerning the calculation of the authorisation fee in cases of economic
concentrations, published in the Official Journal of Romania, Part I, no.
288/01.04.2004;
9. The Notification of the economic concentration submitted by EMI Deutschland
GmbH, registred at the Competition Council under no. RS no. 1/05.01.2007,
effective with the 18th January 2007;
10. The Note of the commission responsible for merger and antitrust (no. AG
75/24.01.2007).
Taking into consideration:
1. On the 19th December 2006, EMI Deutschland GmbH (as “Buyer”) concluded with
Mr. Radu MACOVEI, Mr. Grigore LAZAROVICI and Mrs. Katiusa NANU ( as
1
Through republication of the Competition Law no. 21/1996 Art. 33 has become Art. 32
2
2.
3.
4.
5.
6.
7.
8.
9.
“Sellers”), the buying-purchasing Framework Contract regarding the shares held by
them in S.C. VIATA LIBERA S.A., as well as 3 (three) contracts regarding shares
cession.
According to the provisions of the Framework Contract, EMI Deutschland GmbH
(“Buyer”) has agreed with the abovementioned shareholders of S.C. VIATA
LIBERA S.A. on buying 661 participation titles representing 50.84615% of the
social capital of VIATA LIBERA S.A.
It has also been agreed that, within 6 months from the moment when the relationship
with the firm ended, the Sellers undertake the obligation of selling the shares held
after the Transation, and the Buyer undertakes the obligation of buying them ( Art. 9,
pct. 9.1 in the Framework Contract).
EMI Deutschland GmbH is a branch of ARBOmedia Deutschland GmbH( member
of ARBOmedia AG) which has 80 % in it and the rest of 20 % is held by Media
Invest GmbH.
EMI Deutschland GmbH has as object of activity the production and trading of
media products, realised through means of any kind and also the participation into
media undertakings both in Germany and abroad.
VIATA LIBERA S.A. has as object of activity the newspapers publishing, the most
important product is “Viata Libera” newspaper, regional newspaper, with direct
selling in newsagents and with home delivery on subscription base. The product
market has been defined as the newspapers publishing market.
The operation through which EMI Deutschland GmbH has achieved the sole control
on S.C. VIATA LIBERA S.A. is a concentration under the provisions of Art. 10 ,
par. (2), letter b) of the Competition Law no. 21/1996, republished (hereinafter called
law) and the provisions of the Regulation on the authorisation of economic
concentrations. In order to be controlled by the Competition Council, the economic
concentration operation must fullfill cumulatively the conditions regarding the
minimis threshold provided by Art. 14 of the Competition Law no. 21/1996,
republished.
The overall turover realised in 2005, the previous year to the concentration, by the
involved parties, respectively EMI Deutschland GmbH, including the group of which
this is a member and S.C. VIATA LIBERA S.A., is over 10 mil. Euro. On
Romania’s territory, according to the notification and to the address submitted under
no. DS no. 1/05.01.2007, the turnovers realised by EMI Deutschland GmbH,
including the group of which it is member is over 4.000.000 Euro while the turnover
realised by S.C. VIATA LIBERA S.A. is below 4.000.000 Euro.
By not meeting the conditions regarding the minimis threshold under Art. 14 in the
Competition Law, the economic concentration operation fails the control on behalf of
the Competition Council and therefore it should not have been notified.
DECIDES
Art. 1 Non-interference of the Competition Council under the provisions of art. 46 par.
(1), letter a) in the Competition Law no. 21/1996, republished, on the grounds that the
notified economic concentration operation does not fall under the provisions of the law.
Art. 2 The present Decision becomes applicable from the moment of its communication.
3
Art. 3 The Competition Council Decision can be challenged in justice , according to art.
47, par. (4) in the law, within 30 days from its communication, in the Appeal Court of
Bucharest, Administrative and Fiscal office.
Art.4 The Services Department and the General Secretariate of the Competition Council
shall pursue carrying out of the present Decision.
Art. 5 The General Secretariate shall send this Decision to:
SC EMI Deutschland GmbH
Through appointed authorised agent:
Mr. Silviu-Aristotel ISPAS, General Manager of SC EMI Deutschland GmbH
6-10 Calea Grivitei, fl. 6, district 1, Bucharest
Phone number 0722/246.258, Fax: 316.10.21
Mihai Berinde
President