Protection of Competition, Concentration between independent companies, Authorization with conditions, Competition Authority, Measure no. 26927 of 17 January 2018
C12109 – … ….
Ruling no. 26927
THE COMPETENT AUTHORITY OF COMPETITION AND MARKET IN ITS ADMINISTRATION of 17 January 2018; HEARD the Rapporteur; SEEN the Reg. (CE) n. 139/2004;
HAVING REGARD TO the law of 10 October 1990, n. 287;
SEEN the D.P.R. April 30th 1998, n. 217;
HAVING REGARD TO the decision of the European Commission of 20 July 2017, C (2017) 5283 final, referral of case M.8531 – … … to Italy, following a motivated request pursuant to Article 4, par. 4 of the Reg. (CE) n. 139/2004 and Article 57 of the Agreement on the European Economic Area;
VIEW the communication of the company … .. S.p.A., received on 10th August 2017;
CONSIDERING the requests for information, sent on 7 September 2017 and 11 October 2017, with consequent interruption of the terms pursuant to Article 5, paragraph 3, of the D.P.R. April 30th 1998, n. 217;
GIVEN the additional information sent by the company ….. S.p.A. received on 25 September 2017 and integrated on 18 October 2017;
CONSIDERING its resolution of 8 November 2017, with which an investigation was initiated, pursuant to Article 16, paragraph 4 of Law no. 287/90, against the companies …… S.A., … .S.p.A., La ….. S.p.A. and …. S.p.A. (hereinafter the Companies);
CONSIDERING its resolution of 5 December 2017, with which the closing date of the proceeding was extended to 22 January 2018;
GIVEN the communication of the preliminary findings sent to the Parties on 22 December 2017;
Having regard to the closing briefs presented by the parties to the transaction and by the third intervener respectively on 5 January 2018 and 8 January 2018;
VIEW documentation to documents;
CONSIDERED the following
I. THE PARTIES
1. … .S.A. (…) is a company active in the provision of advisory and investment management services on behalf of investment funds … it holds the exclusive and indirect control of the company …. GmbH, placed at the head of the homonym group to which also the company belongs … .. SpA (….). The company … is active in Italy with 126 sales outlets (hereafter pv) and in 2016 achieved a turnover of about 148 million euro on the national territory; while in 2015 the Group achieved a turnover of around [30-40] billion euro worldwide, of which approximately [10-20] billion euro at European level and [1-2] billion euro in Italy.
2. The … ..S.p.A. (hereafter …) and … S.p.A. (hereinafter …), they operate in the retail distribution of cosmetic products in Italy, through 497 pv (in particular, the … with about 180 pv and … with about 317 pv).
Both companies are subject to the control of the company … .S.C.A. (hereinafter …). … and … hold a shareholding of 50% of the share capital of … S.r.l., which provides centralized services for the aforementioned companies without operating in favor of third parties.
In 2016 the turnover achieved in Italy from … and from .., was respectively equal to approximately 135 million euros and 216 million euros.
II. DESCRIPTION OF THE OPERATION
3. The transaction in question consists in the acquisition by … of the exclusive control of … and … (hereinafter jointly also …), currently subject to … indirect control – joint, in the first case, and exclusive in the second – of …..
4. In particular, the transaction will be carried out through the stipulation of two different contracts between … and the sellers concerning, respectively, the acquisition of the entire share capital of … and … The contracts mentioned they are conditioned to one another, so that without the conclusion of one the improvement of the other is not possible.
5. Therefore, at the end of the transaction, … will acquire, through …, the exclusive control of … and, consequently, the entire share capital of the company … S.r.l.
III. JURISDICTION OF COMPETENCE
6. The transaction in question is of a Community dimension since the turnover, achieved in 2015, by the … and … group, is higher than the thresholds referred to in Article 1, par. 2. of the Reg. Cons. n. 139/2004 / EC (hereafter, Regulation). By document dated 20 July 2017, the Commission decided to defer the operation entirely to Italy, pursuant to Article 4 (4) of the Rules of Procedure and Article 57 of the Agreement on the European Economic Area. The operation must therefore be assessed in accordance with Article 4 (4) of the Regulation, applying national competition law.
IV. QUALIFICATION OF THE OPERATION
7. The aforementioned acquisitions, mutually conditioned, since they are linked by a functional interdependence link, constitute a single operation. The transaction in question, as it involves the acquisition of sole control of companies, constitutes a concentration pursuant to Article 5, paragraph 1, letter b) of Law no. 287/90.
V. THE LAUNCH OF THE PROCEDURE AND THE INSTRUCTORY ACTIVITY
8. On November 8, 2017, the Authority initiated an investigation, pursuant to Article 16, paragraph 4, of Law No. 288/90, against companies …, … and … ., considering that the merger transaction involving these companies was likely to lead to the creation or strengthening of a dominant position of … in a plurality of local markets of selective retail distribution of cosmetic products and luxury perfumes, such as to eliminate or substantially reduce the competition on the same.
9. During the investigation, the parties to the transaction and the main competitors … S.p.A. (hereinafter …) e
…. Italy S.r.l. (hereinafter …) were heard in the hearing.
10. Requests for information were sent, as well as to the Parties, to the main national and local chains, department stores, some independent perfumeries and the main consortia of perfumeries, in relation to the characteristics of the selective retail distribution of cosmetic products and luxury perfumes.
A questionnaire (hereinafter also market test) was administered to the operators active on the market, concerning luxury and mass cosmetic products and to the characteristics of multibrand selective distributors and monobrand operators. The responses obtained represent approximately 62% of the total turnover attributable to the parties’ competitors. Requests for information have also been sent to some single-brand chains, mainly with regard to the assortment and the location of the coatings, and to some suppliers of luxury brands, in relation to the characteristics of the negotiation with distributors.
11. The Parties have accessed the procedural documents on 17 and 28 November 2017, 21 December 2017 and 9 January 2018.
12. On November 23, 2017, the request to participate in the proceeding filed by the company … was approved, which made access to the documents on the dates 11 and 22 December 2017 and on 9 January 2018 and filed a memorandum on 12 December 2017 and last January 9th 2018.
13. On 29 November 2017, the Party filed an application for a 30-day extension of the deadline for termination of the proceedings, pursuant to Article 16, paragraph 8 of Law no. 287/9014. With a ruling dated 5 December 2017, the Authority accepted the application cited and extended the closing date of the proceeding to 22 January 2018.
14. On 22 December 2017, the Communication of the Preliminary Results (hereinafter also CRI) was sent to the Parties to the transaction and to the third intervener and on 10 January 2018 the final hearing was held before the College.
VI. INSTRUCTORY RESULTS
Premise
15. In the provision initiating the investigation, in line with the national and Community precedents and in consideration of the activities carried out by the Parties, the following markets were identified:
the. of the selective retail distribution of luxury cosmetics and perfumes;
ii. procurement of cosmetic products and luxury perfumes;
iii. of the provision of aesthetic services.
16. As already noted at the start-up stage, the merger transaction in question was not considered to constitute or strengthen a dominant position in the markets (ii) of the supply of cosmetic products and luxury fragrances, (iii) and the provision of aesthetic services.
17. Therefore, the investigation was conducted only with regard to local markets of selective retail distribution of cosmetics and luxury fragrances.
In fact, the establishment or strengthening of a dominant position of the Party in 39 local markets was hypothesised.
The product market
18. The preliminary activity carried out allowed to define the boundaries of the relevant product market, which is in line with the consolidated orientation of the Commission on the point, coinciding with the retail sale of cosmetic products and luxury fragrances sold through distributors. selective, that is:
– the chains of national multibrand perfumeries (…, … and …., … and … and the perfumery corners of the department stores … and …) – the chains of local multibrand perfumeries – the independent perfumeries, sometimes associated in consortia. The evidence to the records, as explained below in detail, confirmed that this market is distinct from that of the retail sale of cosmetics and fragrances intended for “mass” consumption and that do not belong to the mentioned market, monobrand chains (such as eg …), pharmacies and parapharmacies, the online sales channel, drugstores and herbalists.
The operators present in the market and their main characteristics
20. The selective retail distribution of luxury perfumes and cosmetics is characterized, in Italy, by the presence of a few operators active throughout the national territory (multi-brand national chains and department stores) – with a prestigious banner and a significant competitive capacity – flanked by some local chains of medium-sized perfumeries and a fringe of operators, extremely fragmented, identified by traditional independent perfumeries.
21. The chains that operate with the same banner in the selective retail distribution may have, in fact, spread more or less widespread throughout the country in relation to the category of operators to which they belong.
22. The national chains – identified by the same parties in …, … and …, …, …, … and … ..- are present throughout the national territory, even if unevenly, with higher concentrations in urban areas with high traffic and in shopping centers. In particular, … has, in terms of sales, a greater concentration in shopping centers (about 70%), compared to … and … (about 40%) and …. and … .. (about 50%); … and … are instead mainly present in large urban areas, with large exhibition spaces and through dedicated corners.
23. Local chains are operators with a strong territorial connotation and are often present in one or more adjoining regions. The independent perfumeries are mainly represented by operators of small and very small, owners of a very limited number of pv (usually only one pv), often family-run.
24. The first six operators in the sector -……. – together represent 51% of total turnover, thanks to a total of 918 employees distributed throughout Italy (see Table 1). A total of 19% (compared to 454 bp) is attributable to all the local chains (about 30 operators). Lastly, about 1,415 independent perfumeries located throughout Italy represent 29% of the sector (see Table 1) 23.
26. The lower competitive capacity of independent perfumeries is, moreover, borne out by the fact that – as also observed by the parties – the number of small perfumeries is constantly falling sharply, as these operators are no longer “able to support assortment, prices and quality of supply, there exists [therefore] the opportunity to increase market share by leveraging competitive factors “.
27. The national chains ……, during the hearings with the Offices, have declared to consider as direct competitors – able to exert a significant competitive pressure on the same companies and of which they keep them, therefore, in the definition of their commercial policies – only the other national chains, that is …… Such operators share, in fact, the belonging to important groups of companies, the degree of notoriety of the banner, the selective nature of the distribution and the creation of a particular shopping experience for the consumer, also achieved thanks to high quality customer services. … has, in particular, observed that the operators who compete in the retail market for the selective distribution of luxury products are identifiable only in the multi-brand chains operating at national level.
28. The local chains and independent perfumeries, although distributing a type of comparable luxury products, are less close competitors because, for the purposes of the competition, “other variables such as customer services, the purchasing experience, take on particular importance. , staff training, the quality and size of the exhibition space “.
29. Independent perfumeries, as also clarified by the competitors of the Party, are also characterized by a different type of customer service and represent a very diverse reality which, only in isolated cases, is able to exert effective pressure competitive on national chains.
30. Specifically with regard to the consortia of local chains and independent perfumeries, the preliminary investigation has shown that these are newly established entities, mainly aimed at aggregating demand and improving the conditions of supply of products from suppliers 30. As a rule, the consortium activity does not involve the creation of a strong and recognizable common sign in the retail sale or the joint management of the pv. Therefore, even when aggregated into consortia such operators are very far from those of the Party.
VII. THE ARGUMENTS OF THE PART
On the product market
119. According to the Party, even independent perfumeries as members in consortia would be able to exert significant competitive pressure, thanks to the improvement of their supply conditions and strategic marketing policies.
120. In the market, monobrand chains, pharmacies and parapharmacies and the online channel should also be considered as competitors. Attention should also be paid to the competitive pressure exercised by new subjects such as herbalists and drugstores (including eg ….., …., etc.).
121. The monobrand chains would be actual competitors of the Party because in recent years there would have been a more significant growth in sales of cosmetics made by these operators. Such subjects would have similar characteristics to multibrand selective distributors, in terms of products and services to the consumer (all the main categories of products sold by … would be sold in monobrand pvs).
From market research conducted by the Party, it would emerge that, in the six months following the opening of the pv monobrand of the chain, there would have been a decrease in sales of the part’s pv. From a survey conducted by … it would then emerge that 57-60% of customers … would also buy from monobrand chains.
Finally, according to the Party, the considerations made by the Spanish Authority on the occasion of the recent acquisition of … by …, should also be applied to the Italian context. In authorizing this concentration in phase one, the Spanish Authority would have considered the competitive pressure exerted by the monobrand chains …… and …., As well as the operators active online. The need to ensure a uniform practice at European level would require the application of the Spanish Competition Authority’s assessments also to the present case.
122. Pharmacies would also be competing for selective perfumeries for the Party, since they would be supplied by the same producers and would have the same product offer (same product categories) with the same level of prices and high quality. The sales of cosmetics to these operators are registering continuous increases and finally, the Authority in 2013, would have considered these operators specialized cosmetic distributors.
123. In the opinion of the Party, the competitive pressure exerted on traditional operators by online sales of cosmetic products should also be considered. Online sales in the cosmetics industry would be continuously and rapidly increasing, confirming the weight that this sales channel has acquired in the Italian cosmetics sector. For … moreover, the physical presence of the consumer in the shop (smell, proof, perception) would not be relevant for the cds. custom buyers. Finally, the decision-making practice of national competition authorities in the European Union would go towards setting up online and offline as part of the same market (for example in relation to pharmaceuticals, books, do-it-yourself stores and electronic products). According to the Party would have received numerous requests from consumers to the consumer care of …. and …. on the discrepancy between the prices of products in physical stores and those present on Amazon. In Italy, … it would charge about 120 million euros on perfumes and cosmetics.
124 ….. also noted, as well as the herbalists and the c.d. specialist drugstores must be taken into account in the analysis of the competitive impact of the operation, as direct competitors, in light of the gradual expansion of the range of products offered by them.
On the geographic market
125. With regard to the geographic dimension of the relevant market, …. noted that in the light of the economic elaborations of the same conduct, the relevant geographic dimension must be considered coincident with a catchment area average, corresponding to an isochronous of 30 minutes traveling in car. In fact, for the Party, both isochronous at 20 minutes, and the use of effective catchment areas can lead to distortions in the analysis of the operation. In particular, the Party noted that in the presence of a high density of pv … in a certain area, the actual shift of customers measured with loyalty cards underestimates their willingness to move – not having the same need to travel long distances to make your purchase – a problem that would lead to identifying unjustifiably small local markets. In order to support this argument, the Party has developed an econometric analysis conducted in relation only to the pv …, on the basis of which it believes there is an “endogeneity problem” in the methods for identifying the effective catchment areas. According to … the distortive impact of this aspect could be reduced by resorting to average catchment areas. In any case, effective catchment areas “can allow us to grasp the typical dynamics of each local market”, only for travel times of more than 20 minutes in the car. The average travel times (calculated by the Party) would never, in fact, be less than 20 minutes and there would be no precedents in which journey times lower than this standard have been adopted.
126. According to what is envisaged by …. therefore, applying a 30 minute average time drive and a criticality threshold of 50%, the areas in which the shares of the Party would be equal to or higher than the aforementioned threshold would be 8 (or 6 considering the monobrand chains).
On the effects of the operation
127. With regard to the assessment of the effects, …. has highlighted that in the market in question, the only variable to be taken into account for the construction of the shares is represented by the number of sales, not being able to attribute to the turnover data a high degree of representativeness.
128. The criticality threshold should not be less than 50%, as:
i) in the aforementioned Spanish case the merger transaction would have been authorized even with 60% shares;
ii) the demand would not be stable given the recent growth of monobrand operators, pharmacies and online sales;
iii) there would be no barriers to entry due to the possibility of entry of new subjects, also present in neighboring markets (herbalists and drugstores);
iv) and in any case for the Party, the operation would not be able to give rise to competitive problems at the local level, also due to the fact that the commercial policies of … are assumed at central level. According to the Party, moreover, the operation will not lead to particular advantages in the procurement of the products in question, also because any efficiencies resulting from the integration of the Parties would in any case be discharged downstream to consumers.
129. Finally, the Party noted that ….. they had already scheduled, for the period 2017-2018, the closing of some sales and that this fact should be considered for the purposes of calculating the parties’ market share. In general, for the Party, on the occasion of the closing of a business, the transfer of the entire turnover within the same distribution chain would not occur 147.
147. The preliminary investigation has shown that, like what has already been hypothesised in the kick-off measure and unlike the one supported by the Party, the most appropriate criticality threshold in this case can not exceed 45%. In fact, the information obtained makes it possible to believe that exceeding this threshold leads to significant impediments to competition in local markets, due to the creation or strengthening of dominant positions. In this sense, in particular, i) the high fragmentation of supply, characterized by the presence of few national chains and numerous small operators able to exercise limited competitive pressure; ii) the stability of demand to hinder the growth of market operators; iii) the existence of barriers to entry resulting, in particular, from the need to have an adequate network of coatings to operate efficiently and to meet the requirements of selective distribution; iv) and the low contestability of the market shares of … competitors, also due to the greater negotiating power with the suppliers that the Party will acquire after the transaction. On this point, however, it can not be considered that the operation gives rise to a new entity that, for overall dimensions, is not comparable to any of the other realities present on the national territory, being more than three times higher than the second operator (… .). The fact that … it is a vertically integrated operator does not seem sufficient, as deemed by the Party, to fill the competitive advantage deriving from this gap, considering that the generality of suppliers will have the interest to use the distribution network of …. , which will by far be the largest in the area.
The operation also involves the aggregation of the first and second operators in the sector, both national multi-brand chains and, therefore, of two subjects that represented the main competitive constraint for each other. All of these elements will allow … to hold a significant competitive advantage over competitors. The gap between the market position of … and that of the competing operators, will therefore enable the new entity not to transfer the benefits obtained through integration to the consumer.
148. By focusing the analysis at the local level, the mentioned gap appears even more evident. In each of the 15 local markets identified above, the second and third operators are always significantly distanced from the post-merger entity (see Table 7). This figure is particularly relevant in local markets where the parties’ share is between 45% and 50%, where the second operator is at least four times smaller than the post merger entity. The use of a 50% threshold, as deemed appropriate by the Party, would not allow, among other things, to take into account the obvious competition problems of these areas.
Conclusions on the effects of the operation
225. From the analysis of the effects reported above, it can be concluded that the notified concentration operation is capable of causing detrimental effects on competition in the above analyzed 15 local markets for the retail distribution of luxury perfumes and cosmetics, involving, in these areas , in which the post-merger entity will hold shares exceeding 45%, the establishment or strengthening of a dominant position by …
The corrective measures proposed by …
226. By communication of December 11, 2017, integrating what already represented with the previous communication of November 24, 2017, … has sent a series of measures pursuant to Article 18, paragraph 2 of Law no. 287/90165. These measures have been modified by … following the receipt of the CRI, as indicated in the memorandum of the Party of 5 January 2018. 227. The proposed measures are divided according to two guidelines: i. assignment by … of eight employees of …. to the company … ..S.p.A. (hereinafter …), already realized on December 20, 2017; ii. commitment to cede 16 bp, which are part of the current distribution network of the Parties.
The sale to …
228. With reference to the measures referred to in point i, … takes account of the agreement with the company …, concerning the sale to this company of 8 companies belonging to the network of …..
Identification of the measures against which to condition the authorization of the operation
256. In light of the foregoing, the measures envisaged by the Parties appear to be only partially adequate to avoid the detrimental effects of the competition identified as a result of the investigation and therefore need to be integrated. An exception is the measure concerning the sale of pv …, …, Alexandria, already carried out by .., which as previously clarified is suitable to solve the competitive concerns in the local market of …, … , Alexandria.
257. In order to authorize the present concentration, it is therefore necessary to prescribe, pursuant to Article 6, paragraph 2, of Law no. 287/90, the following measures, with regard to the remaining 14 local markets in which the establishment or strengthening of a dominant position is determined by …
258. With reference to the 6 local markets referred to in the isochrones of:
the Parties will have to cede control of one or more of the shares in such a way that the market share in terms of turnover held by … as a result of the transaction does not exceed the threshold of 45% or the market share held pre-merger by a of the Parties, if this were already above 45%.
260. The assignment must concern the de facto and legal control of the shareholders as identified above. The divested business must include, in all cases, all the assets that contribute to its current management or which are necessary to ensure its profitability and competitiveness over time, including the availability of the premises in which the business unit insists; for a reasonable period of time. Indeed, the divestments must relate to existing, permanently profitable assets, to enable the buyer to compete efficiently on the market. Therefore, the purchaser must be assured of taking over rental contracts with a residual duration of not less than 36 months.
261. In order to create the conditions for the constitution of a new competitive subject or for the strengthening of competitors already existing in the relevant market examined, the purchaser of the control of sales will have to satisfy the following requisites:
i) be an independent party, also commercially, by the Parties and by the companies connected to them, as well as by the subjects placed at the top of the control chain of the Parties;
ii) possess the financial means, the proven relevant competence, as well as the incentive and the ability to maintain and develop, on an efficient dimensional scale, the selective retail distribution of luxury perfumes and cosmetics sold as a competitive profitable force ;
iii) the acquisition of the divested business by a proposed purchaser must not create new problems for competition, nor entail the risk that the implementation of the commitments will be postponed.
262. To guarantee the effective and timely execution of the measures, the assignment of the control must take place with the following methods and timing:
i) the agreements relating to the sale of the control of the shareholders must be concluded, subject to submission to the Authority for approval, of the identity of the assignee and of the agreements themselves, no later than [omitted] months from the date of authorization of the Transaction ; ii) if within the [omission] months from the date of authorization of the Transaction (first transfer period) the buyers of all the sales to be sold have not been identified, the Parties shall, within the [omissis] months following, identify the buyers at the for the purpose of transferring the remaining pv [omissis], conferring for this purpose an irrevocable mandate to an independent and qualified entity (assignment period of the trustee);
iii) the full validity and effectiveness of the assignment of the control of all the companies must, in any case, be completed no later than [omissis] months from the first transfer period or within [omissis] months from the transfer of the trustee;
263. As a corollary to the foregoing, the Parties (or the independent entity in charge of the assignment) shall provide sufficient information on the sales to divest, to allow potential buyers of the control to assess their value and their presumable commercial capacity.
264. In order to reduce to a minimum the risks of loss of potential competitiveness of the sales to be divested, in the period between the date of authorization of the Transaction and the full validity and effectiveness of the transfer of their control, the Parties will have to preserve their operations. economic, commercialization and competitiveness of coatings in accordance with good commercial practice.
265. In addition, in order to maintain the structural effect of the corrective measures imposed, the Parties will not be able to reacquire the control of the sales transferred for a period of [omissis] years.
266. Finally, with regard to the implementation of these measures, the Parties will send the Authority, after a period of notice [omitted] months from the notification of the present provision, a conclusive report on their complete and effective implementation.
CONSIDERED that the transaction in question is likely to determine, pursuant to the article of law no. 287/90, the creation or strengthening of a dominant position, so as to eliminate or substantially and permanently reduce competition, in the 15 local markets of the selective distribution of perfumes and luxury cosmetics identified above;
CONSIDERED necessary to prescribe to companies … S.A. E … .S.p.A., Pursuant to article 6, paragraph 2, of law no. 287/90, measures to prevent such consequences, eliminating the distorting effects caused by the implementation of the concentration under examination;
CONSIDERED that the transaction in question is authorized subject to full and effective execution of all the measures prescribed in this provision;
CONSIDERED that the measure concerning the sale of the pv … … Alessandria, integrated with the non-reacquisition clause, has already been implemented by the Party, removing the effective restrictive operation in the local market …, via … …;
RESOLUTION
to authorize the notified concentration operation, on condition that the Parties give full and effective execution to the following measures adopted pursuant to Article 6, paragraph 2 of Law no. 287/90:
1) the sale of control, in fact and in law, of the points of sale as identified in paragraphs 258 and 259;
2) the divested business branches must include all the assets that contribute to their current management or which are necessary to ensure their profitability and competitiveness, including the availability of the premises in which the business units insist for a period not less than 36 months;
3) the buyer must meet the following requirements: i. be an independent party, even commercially, by the Parties and the companies connected to them, as well as by the subjects placed at the top of the control chain of the Parties; ii. possess the financial means, the proven relevant competence, as well as the incentive and the ability to maintain and develop, on an efficient dimensional scale, the selective retail distribution of luxury perfumes and cosmetics sold as a competitive profitable force; iii. the acquisition of the divested business by a proposed purchaser must not create new problems for competition, nor entail the risk that the implementation of the measures will be postponed;
4) the sale of the control must take place with the following methods and timing: i) agreements relating to the sale of control of the points of sale must be concluded, subject to submission to the Authority for approval, of the identity of the assignee and of the agreements themselves , no later than [omission] months from the date of authorization of the Transaction; ii) if within the [omission] months from the date of authorization of the Transaction (first transfer period) the buyers of all the points of sale to be sold have not been identified, the Parties shall, within the [omissis] months following, identify the buyers for the purpose of transferring the remaining points of sale [omissis], conferring for this purpose an irrevocable mandate to an independent and qualified entity (assignment period of the trustee); iii) the full validity and effectiveness of the sale of the control of all points of sale must, in any case, be completed no later than [omitted] months from the first transfer period or within [omitted] months from the transfer of the trustee;
5) the Parties (or the independent entity in charge of the assignment) must provide sufficient information on the points of sale to be sold, to allow potential buyers of the control to assess their value and their presumable commercial capacity;
6) the Parties shall preserve the economic operation, the marketability and the competitiveness of the points of sale subject to the measures, in accordance with good commercial practice, in the period between the date of authorization of the Transaction and the full validity and effectiveness of their sale;
7) the Parties will not be able to reacquire the control of the points of sale sold for a period of [omissis] years;
8) the Parties will have to transmit to the Authority, after [omissis] months from the notification of the present provision, a conclusive report on the complete and effective implementation of the prescribed measures.
The prescribed corrective measures will come into force upon notification of the concentration authorization order.
This provision will be notified to the interested parties and published in the Bulletin of the Italian Competition Authority.
An appeal to the TAR of Lazio pursuant to Article 135, paragraph 1, letter b) of the Administrative Process Code (Legislative Decree 2 July 2010, No. 104) may be filed against this provision within the period of sixty days from the date of notification of the provision itself, without prejudice to the longer terms referred to in Article 41, paragraph 5, of the Code of the administrative process, or an extraordinary appeal may be proposed to the President of the Republic, pursuant to Article 8 of the Presidential Decree of the Republic November 24, 1971, n. 1199, within one hundred and twenty days from the date of notification of the provision itself.
Summary of the measure of 37 pages.
Source of the Competition and Market Guarantor Authority
