The Merger Regulation has a two fold test for Commission jurisdiction.

They are permitted under the Merger Regulation unless they result in serious damage to the structure of competition by creating or strengthening a dominant position.

The Merger Regulation clarifies that all mergers giving rise to such non-coordinated effects shall also be declared incompatible with the common market fn.

The Merger Regulation also deals with the specific scenario that arises when two or more undertakings concerned in a transaction exercise joint control of another company.

The Merger Regulation has thereby given priority to the determination of the overall economic and financial resources that are being combined through the merger in order to decide whether the latter is of Community interest.

The specific nature of banking and insurance activities is formally recognized by the Merger Regulation which includes specific provisions dealing with the calculation of turnover for these sectors fn.

The Merger Regulation is applicable when two or more undertakings agree to acquire jointly the control of one or more other undertakings, in particular by means of a public tender offer, where the object or effect is the division among themselves of the undertakings or their assets.

The Merger Regulation does not define the concept of group in abstract terms but focuses on whether the companies have the right to manage the undertaking's affairs as the yardstick to determine which of the companies that have some direct or indirect links with an undertaking concerned should be regarded as part of its group.

The Merger Regulation deals with the concept of full-function joint ventures in Article 3(2) as follows:

The Merger Regulation clarifies that all mergers giving rise to such non-coordinated effects shall also be declared incompatible with the common market(30).

The specific nature of banking and insurance activities is formally recognized by the Merger Regulation which includes specific provisions dealing with the calculation of turnover for these sectors (14).

The Merger Regulation has foreseen these scenarios in Article 5(2), second subparagraph, which provides that 'two or more transactions within the meaning of the first subparagraph which take place within a two-year period between the same persons or undertakings shall be treated as one and the same concentration arising on the date of the last transaction`.

(the EC Merger Regulation)

(the EC Merger Regulation)

Articles 85 and 86 of the EC Treaty, Regulation (EEC) No 4064/89 (2) (hereinafter 'the Merger Regulation`), and Articles 65 and 66 of the ECSC Treaty.

Recital 7 of the Merger Regulation.

See Article 4(2) of the EC Merger Regulation.

See Article 10(1) of the EC Merger Regulation.

See Article 10(3) of the EC Merger Regulation.

They are aware of the provisions of Article 14(1)(a) of the EC Merger Regulation.

See Articles 3(3), 3(4) and 3(5) and Article 5(4) of the EC Merger Regulation.

Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings(1), as last amended by Regulation (EC) No 1310/97(2) (hereinafter referred to as "the Merger Regulation") expressly provides that the Commission may decide to declare a concentration compatible with the common market following modification by the parties(3).

This Form specifies the information that requesting parties should provide when making a reasoned submission for a pre-notification referral under Article 4(4) or (5) of Council Regulation (EC) No 139/2004 (hereinafter referred to as "the EC Merger Regulation").

Preparatory procedure - Cases examined within the meaning of the Merger Regulation

whether the proposed transaction is a concentration within the meaning of Article 3 of the EC Merger Regulation.

The EC Merger Regulation requires the Commission to reach a decision within a legal deadline.

For the purpose of Article 2(4) of the EC Merger Regulation, answer the following questions:

For the purpose of Article 2(4) of the EC Merger Regulation, please answer the following questions:

On-the-spot inspections are specifically provided for in Article 13 of the Merger Regulation:

Pursuant to Article 10(2) of the Merger Regulation, the Commission has to take a clearance decision as soon as the serious doubts established in the decision pursuant to Article 6(1)(c) of the Merger Regulation are removed as a result of commitments submitted by the parties.

In accordance with Article 10(1) of the EC Merger Regulation and Article 5(2) and (4) of the Implementing Regulation, the time-limits of the EC Merger Regulation linked to the notification will not begin to run until all the information that must be supplied with the notification has been received by the Commission.

All references contained in this Form are to the relevant articles and paragraphs of the EC Merger Regulation, unless otherwise stated.

Pursuant to Article 8(2) of the Merger Regulation, the Commission must declare a concentration compatible with the common market, where following modification a notified concentration no longer creates or strengthens a dominant position within the meaning of Article 2(3) of the Merger Regulation.

and in concentrations where an issue of coordination arises, as referred to in Article 2(4) of the EC Merger Regulation.

Turnover of the acquired party or parties should include the turnover relating to the parts subject to the transaction within the meaning of Article 5(2) of the EC Merger Regulation.

In the case of the creation of a joint venture, the Commission will also examine the concentration under Article 2(4) of the Merger Regulation.

In accordance with Article 10(1) of the EC Merger Regulation and Article 5(2) and (4) of the Implementing Regulation, the time-limits of the EC Merger Regulation linked to the notification will not begin to run until all the information that has to be supplied with the notification has been received by the Commission.

In the case of a merger within the meaning of Article 3(1)(a) of the EC Merger Regulation or the acquisition of joint control of an undertaking within the meaning of Article 3(1)(b) of the Merger Regulation, the reasoned submission must be completed jointly by the parties to the merger or by those acquiring joint control as the case may be.

All references contained in this Form are to the relevant Articles and paragraphs of the EC Merger Regulation, unless otherwise stated.

In accordance with Articles 4(4) and (5) of the EC Merger Regulation, the Commission is obliged to transmit reasoned submissions to Member States without delay.

In the case of a merger within the meaning of Article 3(1)(a) of the EC Merger Regulation or the acquisition of joint control of an undertaking within the meaning of Article 3(1)(b) of the EC Merger Regulation, the notification shall be completed jointly by the parties to the merger or by those acquiring joint control, as the case may be(5).

Your attention is drawn to the EC Merger Regulation and to Commission Regulation (EC) No [.../2004] (hereinafter referred to as "the EC Merger Implementing Regulation").

Indicate whether the reasoned submission is made pursuant to Article 4(4) or 4(5) of the EC Merger Regulation, and fill in only the relevant sub-section:

For the purposes of Article 1(3) of the EC Merger Regulation, if the operation does not meet the thresholds set out in Article 1(2), provide the following data for the last financial year:

The term "concentration" is defined in Article 3 of the EC Merger Regulation and the term "Community dimension" in Article 1 thereof.

This requirement is to ensure that the Commission is able to assess the notified concentration within the strict time-limits provided by the EC Merger Regulation.

The notification will only become effective on the date on which the complete and accurate information is received by the Commission (Article 10(1) of the EC Merger Regulation, Article 5(2) and (4) of the Implementing Regulation).

The notification will only become effective on the date on which the complete and accurate information is received by the Commission (Article 10(1) of the EC Merger Regulation, Articles 5(2) and (4) of the Implementing Regulation).

The parties may also be subject to fines and periodic penalty payments as provided in Article 14(2)(a) and 15(2)(a) respectively of the Merger Regulation.

Having regard to Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (EC Merger Regulation)(1), and in particular Article 23(1) thereof,