Decree No. 252 / 2009 Coll.
Order setting out the details of the application for the authorisation of the concentration of competitors
Valid
Order
Effective from 01.09.2009
Text versions:
01.09.2009
11.08.2009
Zobrazeno prvních 200 z celkem 367 ustanovení tohoto předpisu.
Zobrazit celý předpis →
Pro stažení celého znění použijte tlačítko Stáhnout výše.
252
DECLARATION
of 31 July 2009
laying down the details of the application for the authorisation of the concentration of competitors
According to Article 26 (1) of Act No. 143 / 2001 Coll., on the Protection of Competition and on the amendment of certain laws (the Law on the Protection of Competition), as amended by Act No. 340 / 2004 Coll., Act No. 361 / 2005 Coll., Act No. 71 / 2007 Coll. and Act No. 155 / 2009 Coll., (hereinafter "the Act ') for the implementation of Sections 15 (3) (b) and 16a (1) of the Act:
(1) A duly completed questionnaire for the authorisation of a concentration, as set out in Annex 1 to this Decree, is a mandatory part of the proposal for authorisation of a concentration (hereinafter referred to as "the proposal") and proof of payment of the administrative fee.
(2) In the case of a proposal to be dealt with in the simplified procedure, a duly completed simplified questionnaire for the authorisation of a concentration in accordance with Annex 2 to this Decree and proof of payment of the administrative fee shall form part of the proposal.
(3) The proposal shall be accompanied by:
(a) power of attorney granted to the representatives of all the applicants, if they are represented in the clearance procedure;
(b) extracts from the commercial register or, where appropriate, from another similar register, not more than 3 months old, concerning all the merging competitors who are required to be entered in the commercial register or similar register;
(c) the instruments on the basis of which the concentration has taken place or is to take place or the instruments certifying the formation of the concentration; in the case of a merger as a result of the acquisition of the participating securities at the tender, (1) all the merging competitors are required to submit these instruments immediately after they have been drawn up;
(d) annual reports, including an audit of the annual accounts for the last completed financial year of all the merging competitors who are required to carry out audits under specific legislation;
(e) consolidated financial statements for the last completed financial year of all the merging competitors who are obliged to draw up consolidated financial statements under specific legislation;
(f) the scheme and method of calculating the turnover, the amount of which justifies the submission of the application and which shows what net turnover (Paragraph 14 of the Act) they achieved during the accounting year:
1. merging competitors,
2. persons who will check on the merging competitors after the connection has taken place and persons who are controlled by the merging competitors;
3. persons controlled by the person who will check on the merging competitor after the connection has been made;
4. persons controlled jointly by two or more of the persons referred to in points 1 to 3;
(g) analyses, reports, studies, summaries and any other comparable documents prepared for any member (s) of the Supervisory Board, statutory body or other person performing a similar function, or having been entrusted with or entrusted with a similar function, or for the general meeting of shareholders to assess or analyse the concentration, taking into account the conditions of competition, the actual and possible competitors, the justification for the concentration, the possibility of commercial growth or expansion to other product and geographic markets and the general market conditions. For each of these documents, if this is not contained in the document itself, the date of drawing up, the name and position of each person who has prepared such a document.
(1) The proposal, including all its components and annexes, shall be submitted in the Czech language. The foreign language documents shall be translated into the Czech language unless a specific law or international treaty, which is part of the legal order of the Czech Republic, provides otherwise. The translation shall be accompanied by a statement by the applicant declaring that it is true and complete translation of the originals.
(2) The instruments may be originals or copies thereof; in the case of copies, a declaration by the appellant stating that they are complete copies of the originals must be attached to the lists.
(3) Documents may also be accompanied by copies of them on an electronic medium.
If the documents submitted contain facts which are the subject of commercial secrecy, they shall be annexed to the application as a separate annex. Each such instrument shall bear the designation "TRADE SECRETS '.
Financial data must be shown in Czech crowns. Financial data from foreign currencies must be converted into Czech crowns by the average foreign exchange market rate declared by the Czech National Bank for the period to which such financial data relate.
Decree No. 368 / 2001 Coll., laying down details of the elements of the proposal for the authorisation of the concentration of competitors, as amended, is hereby repealed.
This Decree shall take effect on 1 September 2009.
Chairman:
Ing. Rafaj v. r.
Příloha č. 1
Annex No. 1 to Decree No. 252 / 2009 Coll.
Allowance questionnaire 2)
1. Basic information
1.1.
Indicate
1.1.1. business name and surname of all applicants,
1.1.2. the registered office of all the applicants, or permanent residence and place of business, unless it is a competitor having its registered office,
1.1.3. the subject matter of the business of all the appellants or of the activity for which they were set up, if not for entrepreneurs,
1.1.4. the identification number of all applicants,
1.1.5. details of the contact person who may be the statutory authority or its member or the representative of the applicants (name, address, telephone number, fax number, e-mail, function of the relevant contact person),
1.1.6. the address to which the documents are to be served to each applicant in the absence of an authorised representative or the address of the data box to which they are to be served.
1.2. REPRESENTATION1.2.
Provide details of all representatives who have been authorised to act on behalf of individual applicants
1.2.1. the name and surname of the representative, or name, trade firm,
1.2.2. permanent residence, or place of business or seat of representative,
1.2.3. phone number, fax number, e-mail of representative,
1.2.4. the address to which the documents are to be delivered to the representatives, or the address of the data box to which they are to be delivered.
1.3. OTHER COMPETITITION3)
Indicate:
1.3.1. business firm of all other connecting competitors, or name, name and surname,
1.3.2. the seat of all other connecting competitors, or permanent residence, the address of the place of residence and the place of business, unless the competitors having their registered office are involved,
1.3.3. the subject matter of the business of all other merging competitors or of the activities for which they were set up, if not for entrepreneurs,
1.3.4. Identification number of all other connecting competitors,
1.3.5. details of the contact person, which may be the statutory body or its member or representative of other connecting competitors (name, address for delivery, telephone number, fax number, e-mail, function of the relevant contact person).
2. Details of the connection
2.1. CONNECTION CHARTER
2.1.1. Specify the form of the merger under Section 12 of the Act:
(a) merger, pursuant to Article 12 (1) of the Act,
(b) the merger by the acquisition of an undertaking or part thereof by a contract, on the basis of an auction or otherwise pursuant to Article 12 (2) of the Act;
(c) the concentration by obtaining control (direct or indirect), pursuant to Article 12 (3) of the Act,
(d) the merger by setting up a competitor who is jointly controlled by several competitors and who has performed all functions of a separate economic unit in the long term under Article 12 (5) of the Act; or
(e) any other form of concentration subject to an authorisation of the Office (give details of the nature of such concentration).
2.1.2. Specify whether they are related
(a) the merging competitors as a whole; or
(b) their parts (§ 14 (4) and (5) of the Act).
2.1.3. Please provide a description of the operations establishing the concentration, taking into account the economic and financial structure of the concentration of competitors.
2.1.4. In the case of a merger in the form of an offer to take over participating securities, please indicate whether the offer to take over has the support of the boards and supervisory boards of all the merging competitors.
2.1.5. Indicate the structure of ownership and control of the merging competitors before the concentration and the proposed structure of ownership and control of the merging competitors after the concentration.
2.1.6. Provide any financial or other support from a public source, including public authorities, received by any connecting competitor in the last 5 years, broken down by:
(a) the source of aid;
(b) the form of aid;
(c) the name of the aid; and
(d) the amount of aid.
2.1.7. Specify the economic justification of the transaction.
2.2. THE SECTOR CONCERNED
2.2.1. Please indicate the sector of activity in which the merging competitors are active.
2.2.2. Specify the sector of activity in which it operates
(a) all persons controlling the merging competitors;
(b) persons controlled by the merging competitors;
(c) persons controlled by a person who will check on the merging competitor after the connection has taken place; and
(d) persons controlled jointly by two or more of the persons referred to in points (a) to (c).
2.3. PARTICULARS TO APPEAR ON THE CONNECTION
2.3.1. Specify the turnover (calculated in accordance with Section 14 of the Act) of all the merging competitors during the last financial year reached on the Czech market, broken down into:
(a) the turnover of each of the merging competitors;
(b) the turnover of each of the persons who will check on the merging competitors after the concentration has taken place;
(c) the turnover of each of the persons controlled by the merging competitors;
(d) the turnover of each of the persons controlled by the person who will check the connecting competitor after the connection has been made;
(e) the turnover of each person checked jointly by the persons referred to in points (a) to (d).
2.3.2. Indicate the worldwide turnover (calculated in accordance with Section 14 of the Act) of all merging competitors over the last financial year, with a breakdown of
(a) the turnover of each of the merging competitors;
(b) the turnover of each of the persons who will check on the merging competitors after the concentration has taken place;
(c) the turnover of each of the persons controlled by the merging competitors;
(d) the turnover of each of the persons controlled by the person who will check the connecting competitor after the connection has been made;
(e) the turnover of each person checked jointly by the persons referred to in points (a) to (d).
3. Owning and Control
GROUPS OF SINGLE COMPETITIVES
3.1. Provide a list of all persons directly or indirectly controlling the merging competitors.
3.2. List all persons directly or indirectly controlled
3.2.1. merging competitors,
3.2.2. any person referred to in point 3.1.
3.2.3. together two or more persons referred to in points 3.1, 3.2.1. and 3.2.2.
3.3. For each individual in points 3.1 and 3.2, indicate:
(a) the business name and surname of that person,
(b) the registered office, permanent residence or place of business, if not the person having its registered office;
(c) the subject-matter of the business or activity for which that person was established, if not for the entrepreneur; and
(d) the nature and method of control provided for in Article 12 (3) of the Act.
The data referred to in this Part may be supported by tables or schemes of the organisation of the person in order to illustrate the structure of their ownership and control.
4. Relevant Markets
4.1. Indicate all types of goods (goods or services) forming the object of the business of the merging competitors, including those listed in Part 3 (or the activity for which they were established, not for the purposes of the business), together with the justification for which the goods are identical, comparable or interchangeable in terms of their characteristics, price and intended use.
4.2. Indicate all the territories in which the merging competitors, including the persons listed in Part 3, are active, together with the grounds on which the territories are sufficiently homogeneous and clearly distinct from other territories in view of the competitive conditions.
4.3. Try to define, on the basis of points 4.1 and 4.2, the relevant markets in the Czech Republic on which the merging competitors, including the persons listed in Part 3, are active.
4.4. Indicate, if any, the degree of vertical integration of individual merging competitors, including those listed in Part 3.
4.5. Affected markets
Indicate the individual relevant markets defined in point 4.3 in respect of which it cannot be excluded that the merging competitors, including those listed in Part 3 after the concentration, will achieve a joint share of 15% or more if it is a horizontal concentration, or that the merging competitors, including those listed in Part 3 after the concentration, will achieve a share of 25% or more separately, if it is a vertical concentration, and try to estimate the position of the merging competitors including those listed in Part 3 on those markets.
4.6. Potentially affected markets
Specify the relevant markets defined in point 4.3, other than those affected by the markets referred to in point 4.5, on which the proposed concentration could have a significant impact, where:
(a) any connecting competitor, including those listed in Part 3, has a market share of more than 25% and where any other connecting competitor, including those listed in Part 3, is a potential competitor on the market. The competitor may be considered a potential competitor in particular if he plans to enter the market, or if he has prepared or monitored such a plan in the last 2 years,
(b) any connecting competitor, including those listed in Part 3, has a market share of more than 25% and any other connecting competitor, including those listed in Part 3, holds important intellectual property rights for that market;
(c) any connecting competitor, including the persons listed in Part 3, is present on a product market which is a neighbouring market closely related to the product market on which any other connecting competitor, including persons listed in Part 3, operates, and the separate or joint shares of the merging competitors, including those listed in Part 3, in any of those markets are 25% or more. Product markets are closely related neighbouring markets if the products complement each other (4), or if they belong to the same range of products, which is generally purchased by the same set of customers for the same end uses5),
in the event that those markets cover all or part of the Czech Republic. At the same time, try to estimate the position of the merging competitors, including those listed in Part 3, on these markets.
5. Personnel connections and earlier connections
With regard to merging competitors including individual persons listed in Part 3
5.1. Provide a list of all other competitors active in the relevant markets in which the merging competitors, including those listed in Part 3, have at least 10% of the voting rights individually or jointly. For each competitor in this list, indicate the owner and the amount of the voting rights.
5.2. Specify with breakdown per competitor:
5.2.1. a list of persons who are statutory bodies or members of statutory bodies connecting competitors, who are also statutory bodies, their members or members of supervisory bodies of any other competitor operating on the same relevant markets as defined in point 4.3; and
5.2.2. a list of the members of the supervisory bodies connecting competitors who are also statutory bodies or their members or members of supervisory bodies in any other competitor operating on the same relevant markets as defined in Part 4.3.
5.3. For the relevant markets in which the merging competitors, including the persons listed in Part 3, are active, indicate all links over the last 3 years where one of the parties to the concentration was any of the merging competitors or persons listed in Part 3.
The data specified in this section may be supported by tables or schemes of the organisation of the individual merging competitors.
6. Data on relevant markets
6.1. Data on affected markets
For the individual affected markets as defined in point 4.5, please indicate in the last 3 years preceding the concentration with the breakdown
(a) within the territory of the Czech Republic; and
(b) in a territory which, in the opinion of the appellants, is distinct from that of the Czech Republic in respect of Section 4.2.
6.1.1. an estimate of the total size of individual affected markets in terms of the value of turnover (in Czech crowns) and volume (units of quantity of goods). Indicate the starting points and sources for the calculations and provide documents for the verification of those calculations,
6.1.2. Turnover expressed in value and volume as well as an estimate of the market shares of each of the merging competitors, including the persons listed in Part 3;
6.1.3. Estimation of market shares in terms of the value of turnover (and where possible the volume) of all competitors, including importers, having a market share of at least 10% of the affected market. Provide documents for verifying the calculation of these market shares and indicate the name, registered office or permanent residence and place of business, telephone and fax numbers and the relevant contact person of those competitors,
6.1.4. Estimate of value of total turnover of imports, total volume of imports and source of imports and indicate
(a) the proportion of imports originating from groups including merging competitors, including persons listed in Part 3, expressed in terms of the value of turnover (in Czech crowns) and volume (units of quantity of goods),
(b) an estimate of the extent to which these imports are affected by quotas, tariffs or non-tariff barriers to trade; and
(c) an estimate of the extent to which these imports are affected by transport and other costs;
6.1.5. an estimate of the extent to which affected markets are affected
(a) transport and other costs; and
(b) other non-tariff barriers to trade;
6.1.6. the way in which the merging competitors, including the persons listed in Part 3, produce and sell the goods; for example, whether they produce locally or sell via a local distribution network;
6.1.7. a comparison of the price level in the Czech Republic for individual merging competitors, including those listed in Part 3, and a similar comparison of the price level with other regions where these goods are produced or sold,
6.1.8. the nature and extent of the vertical integration of all merging competitors, including those listed in Part 3, compared to their largest competitors.
6.2. Data on potentially affected markets
Where relevant markets as defined in point 4.6 exist, please provide the information referred to in Part 6.1 also in relation to those markets.
7. General conditions in relevant markets
7.1. General conditions in affected markets
Structure of supply on affected markets
7.1.1. Indicate the five largest independent suppliers connecting competitors, including those listed in Part 3, on individual affected markets and their individual share of the total supplies of the merging competitors (indicate the name, registered office, permanent residence or place of business, telephone and fax numbers and the relevant contact person of those suppliers).
7.1.2. Indicate distribution networks and service networks that exist in the way of distribution on affected markets. Taking into account
(a) the distribution methods prevailing on the market and their importance on those markets; to what extent distribution is carried out by third parties and to what extent competitors belonging to the same group as the persons listed in Part 3;
(b) market-dominant services (such as maintenance and repair), their importance in these markets and their operation (such as independent providers or exclusive distributors); the extent to which these services are performed by third parties and to what extent competitors belonging to the same group as the persons listed in Part 3.
7.1.3. Provide an estimate of the total capacity of each affected market within the Czech Republic over the last 3 years and the share that is accounted for during this period by the individual merging competitors, including the persons listed in Part 3; indicate the actual capacity utilisation of the relevant market during that period.
7.1.4. Specify other relevant information on the bidding party if the applicants consider that such information exists.
Structure of demand in affected markets
7.1.5. Indicate the five largest independent customers connecting competitors, including those listed in Part 3, on the individual affected markets and their individual share of the total turnover of the goods connecting competitors (indicate the business name and surname or name, registered office, permanent residence or place of business, telephone and fax numbers and the relevant contact persons of all those customers).
7.1.6. Explain the structure of demand
(a) market phases (e.g. start, expansion, maturity and decline and forecast of growth rate);
(b) the importance of consumer preferences as regards brand loyalty, product differentiation and the provision of the whole product range;
(c) the degree of concentration or dispersion of consumers;
(d) the classification of consumers into different groups and describe the "typical consumers" of each group;
(e) the importance of exclusive distribution contracts and other types of long-term contracts; and
(f) questions as to what part of total demand is made up of public administration, government agencies, state-owned enterprises and other similar entities.
Entry into the market
7.1.7. Please indicate whether significant inputs from competitors have been made to individual affected markets over the last five years.
If yes, please indicate the company, name and surname or name, registered office, permanent residence or place of business and estimate current market shares in each affected market.
7.1.8. Specify the competitors who are likely to enter individual affected markets (including those currently active only on markets outside the Czech Republic).
If they exist, indicate their business name and surname or name, permanent residence or place of business and estimate when such entry is likely to take place.
7.1.9. Describe the different factors that affect entry to the individual affected markets and explore the possibility of entry from both geographical and commodity aspects. Taking into account
(a) total entry costs (R & D, deployment of distribution and service networks, promotion, advertising, service, etc.) to the extent corresponding to the costs of a potential competitive competitor;
(b) any legal barriers to entry, such as state authorisations or standardisation in any form;
(c) any restriction resulting from the existence of industrial or other intellectual property rights in the affected markets and any restriction resulting from licensing contracts for the subject matter of such rights;
(d) the extent to which the merging competitors are the licensees of industrial or other intellectual property;
(e) the importance of savings resulting from the scale of production on the affected markets; and
(f) access to sources of supply necessary to operate on affected markets, such as the availability of raw materials.
Research and development
7.1.10. Explain the importance of R & D for the long-term competitiveness of competitors operating on individual affected markets. Explain the nature of R & D in the affected markets carried out by the merging competitors.
Sign in for notes, favorites and notifications
Regulation Information
| Citation | Decree No. 252 / 2009 Coll., laying down the details of the proposal for the authorisation of the concentration of competitors |
|---|---|
| Regulation Type | Order |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 11.08.2009 |
|---|---|
| Effective from | 01.09.2009 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
Comments 0