Competition Protection, Concentration between independent companies, Competition and Market Authority, Measure no. 26959 of 25 January 2018
C12143 … ..
Ruling no. 26959
THE COMPETENT AUTHORITY OF COMPETITION AND MARKET
IN ITS ADMINISTRATION of 25 January 2018;
HEARD the Supervisor Professor …..;
HAVING REGARD TO the law of October 10th 1990, n.287;
SEEN the D.P.R. 30 April 1998 n.217;
HAVING REGARD TO the communication of the company …. S.p.A., received on 8 January 2018;
CONSIDERED the following:
I. THE PARTIES
…. S.p.A. (hereinafter ….) is a holding company that holds 50% of the company … Holding S.p.A. a company that in turn controls … S.p.A ….. is a shifting company without pre-established control structures; in 2016, it had a turnover of approximately 350 million euro, entirely in Italy.
2. … .S.p.A. it is also a holding company with only 100% stake in the … S.p.A. (hereinafter …..).
This company, based in …, is active in the production and marketing, in Italy and abroad, of second courses, salami and related products, as well as in the marketing of meat and related by-products.
… Holding S.p.A. is jointly controlled by … and by … Holding S.p.A. (hereinafter …), the parent company of the operating group of the same name.
The consolidated turnover achieved worldwide by the group of … Holding S.p.A. in 2016 it was approximately 656 million euros, of which 517 million euros for sales in Italy.
II. DESCRIPTION OF THE OPERATION
3. The notified operation consists in the acquisition, by … of the entire share capital of .. Holding and, therefore, in the transition from joint control to the exclusive control of …
III. QUALIFICATION OF THE OPERATION
4. The notified operation, as it involves a change in the control of a company, constitutes a concentration pursuant to Article 5, paragraph 1, letter b) of Law n. 287/90.
5. It falls within the scope of application of Law n. 287/90, by not using the conditions set forth in article 1 of Regulation no. 139/2004, and is subject to the prior notification obligation set forth in article 16, paragraph 1, of the same law since the total turnover achieved in the last year at national level by the group of companies concerned was more than 492 million of euro and as the total turnover achieved individually at national level by at least two of the companies concerned was more than € 30 million.
IV. EVALUATION OF THE OPERATION
The relevant markets
6. The sectors affected by the concentration are those of ready-made second courses and that of the production and marketing of delicatessen products, within which it is possible to identify different sectors, corresponding to individual products of delicatessen.
The latter, due to their specific distinctive characteristics and their different perception by consumers, can be considered different markets in terms of commodity [Cf. C11498 -….., Prov. n. 23376 of 6 March 2012, in Boll. 10/2012; C9573 -…., provid. n. 18810 of 21 August 2008, in Boll. N. 32/08; C7491 -……, provid. n. 15122 of 18 January 2006, in Boll n. 3/2006.]
All the markets concerned have a geographical dimension extended to the entire national territory, due to the low costs of transporting the products and the uniformity of the conditions of competition.
The effects
7. The target company operates in the markets of ready-cooked second courses, cooked ham and shoulders, mortadella, salami, cold cuts, wurstel, pancetta, coppa, bresaola, speck, raw hams and precooked (zampone, cotechini and similar). Since the … is currently present in these markets only through the target company, which it holds joint control, the transaction determines the mere replacement of one operator with another.
The shares held by … on the markets concerned are still above 15% only on two markets: that of speck, in which the company is a leader with a share of about 24%, and that of the second ones, in which the company holds a share of around 22%.
In both markets, other operators also operate with significant shares.
CONSIDERED, therefore, that the transaction in question does not determine, pursuant to Article 6, paragraph 1, of Law n.287 / 90, the establishment or strengthening of a dominant position on the markets concerned, such as to eliminate or reduce in substantial and lasting competition;
RESOLUTION
not to start the preliminary investigation referred to in Article 16, paragraph 4, of Law n. 287/90.
The above conclusions will be communicated, pursuant to article 16, paragraph 4, of law n.287 / 90, to the companies involved and to the Minister of Economic Development.
This Measure will be published in the Bulletin of the Italian Competition Authority.
Source of the Competition and Market Guarantor Authority
