Order of the Office for Competition Protection No 368 / 2001 Coll.
Ordinance of the Office for the Protection of Competition laying down details of the elements of the proposal for the authorisation of the concentration of competitors
Valid
Order
Effective from 17.10.2001
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368
DECLARATION
The competition authority
of 3 October 2001
laying down details of the elements of the proposal for the authorisation of the concentration of competitors
According to Article 26 (4) 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), the Authority provides:
(1) A duly completed questionnaire for the authorisation of a concentration, as set out in the Annex to this Decree, and proof of payment of the administrative fee, is a mandatory part of any proposal for authorisation of a concentration (hereinafter referred to as "the proposal").
(2) The proposal shall also be accompanied by:
(a) written 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 other similar register, not more than three 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 required to draw up consolidated financial statements under specific legislation; and
(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.
(1) The proposal, including all its components and annexes, shall be submitted in the Czech language. In the case of foreign languages and documents, their translation into the Czech language shall be submitted, unless the specific legislation or international agreement to which the Czech Republic is bound 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 true and 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.
This decree shall take effect on the day of its publication.
Chairman:
Ing. Bednář v. r.
Annex to Decree No 368 / 2001 Coll.
Questionnaire for the authorisation of a concentration
When providing data according to the questionnaire, the breakdown and numbering of individual data according to this template should be followed. In order to clarify and explain the importance of the data required, it is possible to contact the Competition Authority in writing before initiating the administrative procedure. Where individual data are not and cannot be known to the merging competitors, this should be stated and justified.
1. Basic information
1.1.
Indicate
1.1.1. the firm of all applicants (or name, name and surname),
1.1.2. the registered office of all applicants (or permanent residence and place of business, if not a competitor having its registered office),
1.1.3. the subject matter of all the applicants' business (or the activity for which they were set up, 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 other 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 on each applicant in the absence of an authorised representative.
1.2. REPRESENTATION1.2.
Please 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, company),
1.2.2. permanent residence or place of business (or registered office) of the 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.
1.3. OTHER COMPETITITION1)
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, address of the place of stay and place of business, if not the competitors having their registered office),
1.3.3. the subject matter of the business of all other merging competitors (or the activities for which they were set up, if not entrepreneurs),
1.3.4. Identification number of all other connecting competitors,
1.3.5. details of the contact person, which may be the statutory authority or its member or other 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) the merger of mergers 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) a concentration by the creation of joint control over a competitor who has long-term performance of all functions of a separate economic unit under Section 12 (5) of the Act; or
(e) another form of concentration subject to an authorisation by the Competition Authority (please specify in detail 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. Indicate any financial or other support from a public source, including public authorities, received by any connecting competitor in the last five 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.
2.2. 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.
For each individual in points 3.1 and 3.2, indicate:
(a) a trading firm (or the name or surname of that person),
(b) registered office (or permanent residence or place of business, if not a person having his registered office);
(c) the subject matter of the business (or activity for which the 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 connecting competitors (or the activity for which they have been set up, if not for entrepreneurs), 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 operate, 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. Provide all time limits for the duration of a particular goods market, if any.
4.4. Try to define the relevant markets on the territory of the Czech Republic on the basis of points 4.1, 4.2 and 4.3 in which the merging competitors, including those listed in Part 3, are active and try to estimate their position on these individual relevant markets.
4.5. Specify (if any) the degree of vertical integration of individual merging competitors.
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 4.4; 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 point 4.4.
5.3. For the relevant markets in which the merging competitors, including the persons listed in Part 3, are active, please indicate all links over the last three 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
Indicate for those relevant markets defined in point 4.4, in respect of which it cannot be excluded that the merging competitors, after the merger, will achieve a joint share of 15% or more, if it is a horizontal link, or that the merging competitors, after the merger, together or each of them, will achieve a share of 25% or more separately, if it is a vertical link, in the last three years preceding the merger
(a) within the territory of the Czech Republic; and
(b) in a territory which, in the opinion of the appellants, is distinct from the territory of the Czech Republic,
6.1. Estimation of the total size of each relevant market in terms of the value of turnover (in Czech crowns) and volume (units of quantity of goods). Please provide the basis and sources for the calculations and provide the documents for verifying these calculations;
6.2. Turnover expressed in value and volume, as well as an estimate of the market shares of each of the merging competitors, including those listed in Part 3;
6.3. 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% in the defined relevant market. Provide documents for verifying the calculation of those 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;
6.4. Estimate the value of total turnover of imports, total import volume 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;
6.5. Estimation of the extent to which relevant markets are affected
(a) transport and other costs; and
(b) other non-tariff barriers to trade;
6.6. The way in which the merging competitors, including those listed in Part 3, produce and sell goods; e.g. whether they produce locally or sell via a local distribution network;
6.7. 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;
6.8. the nature and extent of the vertical integration of all merging competitors, including those listed in Part 3, compared to their largest competitors.
7. General conditions on relevant markets listed in Part 6
Structure of supply in relevant markets
7.1. Specify the five largest independent suppliers connecting competitors. Indicate the individual share of these suppliers in the total volume of supplies to the merging 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 person of those suppliers).
7.2. Provide distribution networks and service networks that exist in the distribution method on relevant 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.
7.3. Provide an estimate of the total capacity of each of the relevant markets within the Czech Republic over the last three years and the share held during this period by the individual merging competitors, including those listed in Part 3; indicate the actual capacity utilisation of the relevant market over that period.
7.4. Specify other relevant information on the bidding party if the applicants consider that such information exists.
Structure of demand in relevant markets
7.5. Indicate the five largest independent customers connecting competitors on each relevant market and their individual share of the total turnover of the goods connecting competitors (please specify 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).
7.6. Explain the structure of demand
(a) market phases (e.g. start, expansion, maturity and decline and forecast of growth rate of demand);
(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
7.7. Indicate whether significant inputs have been made by competitors to each relevant market in the last five years.
If yes, indicate their business name and surname or name, registered office, permanent residence or place of business and estimate current market shares.
7.8. Specify the competitors who are likely to enter individual relevant markets (including those currently active only on markets outside the Czech Republic).
If they exist, indicate their business name and surname or name, registered office, permanent residence or place of business and estimate the time when such entry is likely to take place.
7.9. Describe the different factors that affect entry to each relevant market 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 relevant 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 in the relevant markets; and
(f) access to the sources of supply necessary to operate on relevant markets, such as the availability of raw materials.
Research and development
7.10. Explain the importance of R & D for the long-term competitiveness of competitors operating in each relevant market. Explain the nature of R & D in the relevant markets carried out by the merging competitors. Taking into account
(a) the intensity and dynamics of R & D in each relevant market and the corresponding intensity and dynamics of R & D of the merging competitors;
(b) the progress of the technical developments characteristic of each relevant market (including the development of goods, production processes, distribution systems, etc.);
(c) significant innovations that have taken place in each relevant market and the competitors that have implemented them; and
(d) the innovation cycle in each relevant market and the part of that cycle in which the merging competitors are located.
Cooperation agreements
7.11. Indicate to what extent horizontal or vertical cooperation agreements (cooperative agreements) exist in each relevant market.
7.12. Please provide details of the most important cooperation agreements concluded by the merging competitors in each relevant market, such as research and development agreements, licensing agreements, joint production agreements, specialisation, distribution, long-term supply and exchange of information.
Competition Association
7.13. Specify the associations of competitors operating in each relevant market (associations, associations, associations, chambers, etc.); and
(a) indicate those whose members are the merging competitors;
(b) indicate the most important associations of competitors whose members are customers, consumers or suppliers connecting competitors.
Indicate the name or designation, contact address, telephone and fax numbers and the relevant contact persons of all competitors' associations mentioned above.
8. General
Market data on conglomerate connections
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Regulation Information
| Citation | Decree of the Office for the Protection of Competition No 368 / 2001 Coll., laying down details of the details of the application for the authorisation of the concentration of competitors |
|---|---|
| Regulation Type | Order |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 17.10.2001 |
|---|---|
| Effective from | 17.10.2001 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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