French Commercial code
In forceNOTIFICATION FILE FOR A CONCENTRATION OPERATION
1. Description of the operation, including:
a) A copy of the acts subject to notification and the minutes of the deliberative bodies relating to the concentration accompanied, if necessary, by a French language translation of these documents;
b) A presentation of the legal and financial aspects of the transaction, mentioning, where applicable, the amount of the acquisition;
c) A presentation of the economic objectives of the transaction, including in particular an assessment of the expected benefits;
d) The list of States in which the transaction has been or will be notified and the dates of the various notifications;
e) Where applicable, the terms of reference of the advisers or persons responsible for the notification;
f) A summary of the transaction containing neither confidential information nor business secrets, intended to be published on the Autorité de la concurrence's website pursuant to Article L. 430-3.
2. Presentation of the undertakings concerned and the groups to which they belong, including, for each undertaking or group:
a) The parent company financial statements and, where they exist, the consolidated financial statements and the most recent annual report;
b) A list of the main shareholders, shareholders' agreements, and the list and amount of shareholdings held by the undertaking or its shareholders in other undertakings, if this shareholding directly or indirectly confers at least a blocking minority or the right to appoint at least one member of the board of directors ;
c) A summary table of financial data for the last three financial years for which the accounts have been closed, in accordance with the model shown in Annex 4-4, and, for the business or businesses to which the transaction relates which did not have legal personality prior to the said transaction, a summary table in accordance with the model shown in Annex 4-5 ;
d) A list of mergers carried out over the last three years;
e) A list and description of the business of the undertakings with which the undertakings or groups concerned and the groups to which they belong have significant and lasting contractual links on the markets concerned by the transaction, the nature and description of these links.
3. Relevant markets.
A relevant market is defined as a relevant market, defined in product and geographic terms, on which the notified transaction has a direct or indirect impact.
A relevant product market comprises all products or services which the consumer considers to be interchangeable or substitutable by reason of their characteristics, price and intended use. Products which are not substitutable within the meaning of the preceding sentence may be regarded as belonging to the same market if they require the same technology for their manufacture and form part of a range of products such as to characterise that market.
A relevant geographic market is a territory in which goods and services are offered and demanded, in which the conditions of competition are sufficiently homogeneous and which can be distinguished from neighbouring geographic areas because, in particular, the conditions of competition there differ appreciably.
The notification shall include a definition of each relevant market together with a precise description of the arguments leading to the proposed delineation and, for each relevant market, the following information:
a) Market share of the undertakings concerned and of the groups to which they belong;
b) Market share of the main competing operators.
4. Affected markets.
An affected market is considered to be affected:
-if two or more undertakings or groups referred to in point 2 of this form operate in that market and their combined shares reach 25% or more;
-or if at least one undertaking referred to in point 2 is active on that market and another of those undertakings or group is active on an upstream or downstream or related market, whether or not there is a supplier-customer relationship between those undertakings, provided that, on either of those markets, the combined shares of the undertakings or groups referred to in point 2 reach 30% or more.
A market may also be affected as a result of the disappearance of a potential competitor due to the transaction.
For each affected market, the notifying undertakings provide the following information:
a) An estimate of the size of the market in terms of value and volume;
b) The market share of the undertakings concerned and the groups to which they belong;
c) The market share, identity, address, fax and telephone numbers, and e-mail address of the relevant managers of the main competing operators;
d) The identity, address, fax and telephone numbers of the main customers, and the e-mail address of the responsible persons of the main customers, and the share of each of these customers in the turnover of each of the undertakings or groups referred to in point 2;
e) The identity, address, fax and telephone numbers, and the e-mail address of the responsible persons of the main suppliers, and the share of each of these suppliers in the total purchases of each of the undertakings or groups referred to in point 2 ;
f) Cooperative agreements (horizontal and vertical) entered into by the undertakings or groups referred to in point 2 on the affected markets, such as research and development agreements, licensing agreements, joint manufacturing agreements, specialisation agreements, distribution agreements, long-term supply agreements and information exchange agreements ;
g) Factors likely to have an impact on access to the markets concerned (regulatory provisions, conditions of access to raw materials, extent of expenditure on research and development and advertising, existence of standards, licences, patents or other rights, extent of economies of scale, specific nature of the technology used...);
h) A description of the distribution channels and after-sales service networks existing on the market;
i) The main factors contributing to the determination of prices and their trend over the last five years;
j) An estimate of the production capacities existing on the market and their average rate of utilisation, as well as an assessment of their rate of utilisation by the undertakings or groups referred to in point 2 ;
k) An analysis of the structure of demand (degree of concentration of demand, typology of applicants, weight of local authorities and public undertakings, importance of the brand for the consumer, importance of the ability to supply a full range of products or services...);
l) The list and contact details of the main professional organisations.
5. Statement concluding the notification.
The notification concludes with the following statement, signed by or on behalf of all the notifying undertakings, within the meaning of Article L. 430-3 of this Code:
"The undersigned declare that the information provided in this notification is, to the best of their knowledge, true, accurate and complete, that all estimates are presented as such and constitute the most accurate estimates of the facts in question, and that all opinions expressed are sincere.
They are aware of the provisions of Article L. 430-8 of the French Commercial Code, in particular Article III thereof. "
