ANNEX 1
STANDARD FORM OF NOTIFICATION ON CONCENTRATION (SF)
CHAPTER I. REGISTRATION DATA OF UNDERTAKINGS PARTICIPATING IN CONCENTRATION
1. Provide the information on an
undertaking (undertakings) participating in concentration, which submits notification on
concentration:
1.1. name, code, address of an undertaking,
date, place and number of registration;
1.2. main types of economic activities
performed:
1.3. name, surname, address, telephone and
fax numbers, and position held by the contact person;
1.4. list of associated undertakings,
providing the information on each undertaking required under items 1.1, 1.2 and 1.3 of SF.
Also submit the scheme (diagram) of mutual control or subordination, additionally
indicating:
1.4.1. nature of mutual control or
subordination of each undertaking;
1.4.2. undertakings, which are engaged in
activity in any relevant market, influenced or affected by concentration.
2. Provide the information on and
undertaking (undertakings) participating in concentration over which control is acquired:
2.1. name, code, address of the
undertaking, date, place and number of registration;
2.2. main types of economic activities
performed:
2.3. name, surname, address, telephone and
fax numbers, and position held by the contact person;
2.4. list of associated undertakings,
providing the data about each undertaking required under items 2.1, 2.2 and 2.3 of SF.
Also submit the scheme (diagram) of mutual control or subordination, additionally
indicating:
2.4.1. nature of mutual control or
subordination of each undertaking;
2.4.2. undertakings, which are engaged in
activity in any relevant market, influenced or affected by concentration.
3. Authorised representatives:
2.1. in case of appointment of a joint
representative, the name (first name, surname), address, telephone and fax numbers of the
representative shall be indicated;
2.1. in case of appointment of separate
representatives, the name (first name, surname), address, telephone and fax numbers of
each representative as well as the undertaking represented in concentration shall be
indicated.
CHAPTER II. REASONS AND PURPOSES OF CONCENTRATION
4. Give a short description of the reasons
and purposes of concentration as well as activity after implementation of concentration.
CHAPTER III. DESCRIPTION OF THE WAY OF CONCENTRATION
SECTION ONE
GENERAL PRINCIPLES
5. Give a short description of the intended
concentration (intended actions). Indicate a respective item of Art. 10 part 2 of the Law
on Competition and appropriate items of the Procedure for Submission and Examination of
Notification on Concentration and Calculation of Aggregate Turnover under which the
intended concentration will take place, and the undertakings participating in
concentration should be determined. If necessary, provide additional explanations.
6. Provide the aggregate
turnover individually of each undertaking participating in concentration for the last
business year preceding the performed concentration and indicate their total sum. If an
undertaking, which belongs to the group of associated undertakings, participates in
concentration, provide the aggregate turnover for the last business year preceding the
concentration of each undertaking, which belongs to the group of associated undertakings.
Refer to appropriate items of the Procedure for Submission and Examination of Notification
on Concentration and Calculation of Aggregate Turnover under which the aggregate turnover
has been calculated.
7. Give a short description of implementation of concentration,
identifying:
7.1. the economic sectors affected by concentration;
7.2. whether the intended concentration is approved by the management
bodies of all undertakings participating in concentration;
7.3. expected date of any major events designed to bring about the
completion of concentration;
7.4. expected ownership rights and/or control after the completion of
the concentration.
SECTION TWO
SUPPORTING DOCUMENTS
8. The notification on concentration shall be accompanied by:
8.1. certified copies of all the documents bringing about the
concentration, including agreements, legally binding proposals to enter into an agreement,
authorisations to enter into an agreement;
8.2. certified copies of the documents of regular financial statement
(annual balance-sheets, profit and loss accounts, explanatory notes) for the last business
year preceding the performed concentration of all the undertakings participating in
concentration, including the undertakings which belong to the group of associated
undertakings;
8.3. certified copies of other documents, provided such documents are
indicated in respective items of the Procedure for Submission and Examination of
Notification on Concentration and Calculation of Aggregate Turnover or SF, and
concentration is performed following such items;
8.4. copies of analyses, reports, studies or surveys submitted or
prepared for submission to the management bodies or controlling persons of the
undertakings participating in concentration, which contain the data about relevant markets
affected by concentration.
9. Notification on concentration may be also accompanied by other
documents (certified copies thereof) which contain data important for examination of
concentration.
SECTION THREE
RELEVANT MARKETS INFLUENCED OR AFFECTED BY CONCENTRATION
10. Define and indicate each relevant market affected by concentration
and the shares in such markets of the undertakings participating in concentration before
concentration and after completion of concentration. Explain why certain products and/or
services, taking into account their characteristics, use and prices get into the scope of
the relevant market (whereas others fail). When defining and establishing relevant markets
affected by concentration:
10.1. it is recommended to follow the explanations of the Competition
Council concerning definition of a relevant market, as approved by the Competition Council
Resolution No 17 of 24 February 2000 (Official Journal "Valstybės žinios",
2000, 19-487);
10.2. to follow the rule that relevant markets affected by
concentration consist of relevant product markets within the territory of the Republic of
Lithuania in which:
10.2.1. at least two undertakings participating in concentration are
engaged in business activities in the same product market (hereinafter referred to as
"horizontal relations"), where the concentration will lead to a combined market
share of 15 percent or more; and/or
10.2.2. at least two undertakings participating in concentration,
irrespective of whether they are supplier or buyer of each other, are engaged in business
activities in a vertically related product markets (hereinafter referred to as
"vertical relations"), and any of their individual or combined market shares is
25 percent or more. Vertically related product markets shall be considered two or more
markets of certain products the undertakings acting in which, due to peculiarities of
manufacture or distribution of products, have constant mutual dependency of purchase-sale
relations.
11. Define and indicate the relevant markets affected by concentration
which, although not affected by concentration according to the conditions indicated in
item 10 of SF, however, due to relations of vertical or horizontal nature are related and
in each of them at least one undertaking participating in concentration is engaged in
business activity. Indicate the shares of such relevant markets of the undertakings
participating in concentration before concentration and after completion of concentration.
12. If there are no markets influenced or affected by concentration
under conditions indicated in items 10 and 11 of SF, define and indicate other relevant
markets in which activity is performed by the undertakings participating in concentration.
Give an evaluation of their market share.
13. If the undertakings which belong to the group of associated
undertakings participate in concentration, then in all cases indicated in this Section
when evaluating the share of a relevant market of the undertakings participating in
concentration, the market shares held in such market by all the undertakings belonging to
the group (groups) of associated undertakings also shall be included.
SECTION FOUR
INFORMATION ABOUT RELEVANT MARKETS AFFECTED BY CONCENTRATION
14. Provide information for the last three business years about
each product market affected by concentration on the territory of the Republic of
Lithuania and another geographic area, which, in the opinion of the notifying person,
constitutes a relevant product market:
14.1. an estimate of the total size of a relevant market in terms of
the value of sales (thousand Litas) and, if possible, the amounts in physical units;
14.2. the sales in value and volume, as well as an estimate of the
market shares, of each of the parties to the concentration, including associated
undertakings, additionally indicating the data about production, sales value, scope of
sales and export of each product or service which constitutes the product market affected
by concentration;
14.3. an estimate of sales in value and volume, as well as the market
share, of all competitors (including importers) having at least 5 percent of the relevant
market share.
14.4. combined value and volume of import in a relevant market, as well
as any import duties, quotas and other barriers to trade affecting such import. Define the
extent to which such quotas, other barriers to trade and transportation affect the value
of import;
14.5. a comparison of price levels of products of a relevant market of
each undertaking participating in concentration among the neighbouring countries
(neighbouring geographic reference areas), markets of EC member-states and other
geographic areas where these products are produced.
Indicate the ground and sources of calculations and submit the
documents supporting these calculations.
15. Define the peculiarities of supply and demand in each relevant
market affected by concentration:
- define the distribution and service (e.g. repair and maintenance) networks located in a relevant market. Indicate the scopes in which distribution is performed by autonomous undertakings and/or the undertakings associated with the undertakings participating in concentration;
- explain whether a relevant market is in the phase of expansion, maturity or decline. Give the forecast of the growth rates of demand;
- indicate the factors which are important for the customer preferences in a relevant market, including trade mark, product differentiation and the provision of a full range of products;
- provide data about segmentation of customers of a relevant market into different groups of customers with a description of the "typical customer" of each group;
- explain the importance in a relevant market of exclusive distribution, franchise, licence and other types of long-term contracts;
- indicate whether public authorities and state enterprises are important customers in a relevant market.
16. Define the possibilities of entering the market in each relevant
market affected by concentration:
- indicate if over the last five years there has been any significant entry into a relevant market. If the answer is "yes", provide the name, address, telephone number and fax number of such undertakings. Provide an estimate of their current market shares;
- define if there are undertakings that are likely to enter a relevant market. If the answer is "yes", please explain why and indicate possible terms of the entry, and, if there is any possibility, provide name, address, telephone number and fax number of such entrants;
- describe the factors influencing entry into a relevant market (the total costs of entry; licences; permits or other legal requirements; any restrictions created by existence of patents, know-how and other intellectual property rights; economies of scale for the production of products; access to necessary sources of supply). Explain their importance.
17. Give a short description of the importance of research &
development in each relevant market affected by concentration:
- indicate the research conducted in a relevant market by the undertakings participating in concentration;
17.2. indicate the novelties of technological development in a relevant
market;
- indicate newly manufactured products or services in a relevant market and the undertakings, which introduced them.
18. Enumerate and describe in detail the most important agreements
concluded among the undertakings participating in concentration in each relevant market
affected by concentration (e.g. agreements on assignment of patent, know-how and other
intellectual property rights), agreements on joint production and specialisation,
agreements on exclusive distribution, franchise, agreements on long-term distribution and
supply of products, agreements on exchange of information and research).
19. Indicate associations the members whereof are the undertakings
participating in concentration. Give their names, addresses, telephone numbers and fax
numbers.
CHAPTER IV. THE RIGHTS PREVIOUSLY ACQUIRED BY THE UNDERTAKINGS PARTICIPATING IN CONCENTRATION AND PERSONS CONTROLLING THEM
20. Provide the following data about
the undertakings participating in concentration, including associated undertakings, as
well as persons controlling them:
20.1. a list of shareholders (interest
holders) of the undertakings participating in concentration, including associated
undertakings, which hold not less than 10 percent of voting rights, issued shares or other
securities. State the shareholding of each of them in percent;
20.2. a list of all other undertakings
engaged in business activities in each relevant market affected by concentration, in which
all the persons specified in item 20 of SF, individually or collectively hold not less
than 10 percent of voting rights, issued shares or other securities. Identify the holders
and state the percentage held;
20.3. a list for each undertaking
participating in concentration, including associated undertakings, of the members of their
supervisory boards, boards of management or other management bodies who are also members
of the supervisory boards, boards of management or any other management bodies of other
undertakings which are active on each of relevant affected markets. Identify the name of
such undertakings and the positions held by their members;
details of acquisitions during the last
three years of voting rights, issued shares or other securities of other undertakings
engaged in business activities in each relevant market affected by concentration, made by
the persons as defined in item 20 of SF.
CHAPTER V. LARGEST PURCHASERS AND SUPPLIERS OF THE UNDERTAKINGS PARTICIPATING IN CONCENTRATION
21. Identify the five largest
independent customers of the undertakings participating in concentration in each affected
market, including associated undertakings. Provide information on their individual shares
of total sales in appropriate products, provided for by undertakings participating in
concentration, including their associated undertakings. Give the name, address, telephone
number and fax number of such customers.
22. Identify the five largest independent
suppliers of the undertakings participating in concentration, including their associated
undertakings. Provide information on their (suppliers) individual shares of supplies (raw
materials or goods used for purposes of producing the relevant products in each relevant
affected market) provided for by them to undertakings participating in concentration,
including their associated undertakings. Indicate the name, address, telephone number and
fax number of such suppliers.
CHAPTER VI. GENERAL INFORMATION ON RELEVANT MARKETS
(conglomerate concentration)
23. If there are no markets influenced
or affected by concentration as indicated in Section three of SF, however any of the
undertaking participating in concentration, including associated undertakings, holds a
market share of 25 percent or more in any relevant market, provide the following
information:
23.1. A definition of each product market.
Explain why certain products and/or services are included in these markets (and why others
are excluded) by reason of their characteristics, prices and their intended use. When
defining the product market and submitting explanations, it is recommended to follow the
explanations of the Competition Council with respect to definition of a relevant market,
as approved by the Competition Council Resolution No 17 of 24 February 2000 (Official
Journal "Valstybės žinios", 2000, No 19-487);
23.2. An estimate of the value of the
market shares of each undertaking participating in concentration and each associated
undertaking in each market of such product for the last business year:
23.2.1. for the territory of the Republic of Lithuania;
23.2.2. for another relevant geographic market;
23.3. an estimate of the value of the
market share of all competitors (including importers) holding not less than 10 percent
share of a relevant market in each market of such products for the last business year.
Indicate the name, address, telephone number and fax number of such competitors.
Describe the most important effects of the
intended concentration, especially how the intended concentration is likely to affect the
interests of customers, suppliers and consumers.
CHAPTER VII. INFORMATION IN CASES OF ACQUISITION OF JOINT CONTROL
24. If the undertakings participating
in concentration acquire joint control over a certain undertaking as defined in item 6.2.1
and item 8 of the Procedure for Submission and Examination of Notification on
Concentration and of Calculation of Aggregate Turnover (when undertakings on agreement
basis set up jointly a new undertaking), provide an answer to the question: do the
undertakings participating in concentration after completion of concentration, including
their associated undertakings, perform activities in relevant markets of vertical or
horizontal relations as the joint venture. If the answer is affirmative, provide
information for each relevant market of vertical or horizontal relations, indicating the
value and volume of sales in each relevant market of the undertaking participating in
concentration, including their associated undertakings, and the joint venture, as well as
an estimate of their market share (in case of a newly established undertaking
perspective figures).
25. In all cases of concentration, when the
undertakings participating in concentration acquire joint control over a certain
undertaking, give an answer to the question whether the creation of the joint venture does
not lead to co-ordination between undertakings participating in concentration, including
their associated undertakings, in carrying out business activities in relevant markets of
vertical or horizontal relations. The answer should be based on motives and proof.
CHAPTER VIII. GENERAL MATTERS
26. Pursuant to Art. 12 part 1 of the
Law on Competition, the undertakings participating in concentration and/or controlling
persons shall have no right to further effect concentration after the performance of the
first action of concentration until the Competition Council takes a decision permitting
concentration concerned. Part 3 of the same Article stipulates that the Competition
Council may permit to exercise individual actions of concentration until the adoption of
the final decision. If you request to permit to exercise individual actions of
concentration:
26.1. indicate the following actions and
the perspective date of their performance;
26.2. explain possible consequences of
failure to perform such actions for the persons participating in concentration and/or
controlling persons.
27. Pursuant to Art. 14 part 2 of the Law
on Competition, the undertakings participating in concentration and/or controlling persons
may provide for ancillary restrictions of their activity which are directly related and
necessary to the implementation of the concentration. Such restrictions should be assessed
in conjunction with the concentration itself. In case that such restrictions are
stipulated:
27.1. identify all ancillary restrictions
of activity in the agreements provided with the notification of concentration; and
27.2. explain why these are directly
related and necessary to the implementation of the concentration.
28. Indicate if you ask your notification
of concentration to be examined as a request to approve a block exemption pursuant to
"Block exemption to vertical agreements applying Articles 5, 6 and 7 of the Law on
Competition of the Republic of Lithuania" (Official Journal "Valstybės
žinios", 1999, No 110-3253), approved by the Competition Council Resolution No 38 of
27 December 1999, or as a request to grant an individual exemption conforming to Articles
5, 6 and 8 of the Law on Competition, should the Competition Council resolve that the
intended actions (agreements), as notified by you, do not constitute the controlled
concentration according to Art. 3 parts 14 and 15 and Art. 10 parts 1 and 2 of the Law on
Competition.
29. The data of SF indicated in this item
are recommended to be submitted in the form of tables attached in Annex No 2:
29.1. The data specified in item 1
sub-items 1.1, 1.2, 1.3 and 1.4, item 2 sub-items 2.1, 2.2, 2.3 and 2.4 and item 3
sub-items 3.1 and 3.2 of SF in table 1;
29.2. The data specified in item 14
sub-items 14.1, 14.2 and 14.3 of SF in table 2;
29.3. The data specified in item 14
sub-items 14.2 of SF in table 3;
29.4. The data specified in item 21 of SF
in table 4;
29.5. The data specified in item 22 of SF
in table 5;
29.6. The data specified in item 20
sub-items 20.2, 20.3 and 20.4 of SF in table 6;
The data specified in item 23 sub-items
23.2, 23.2.1, 23.2.2 and 23.3 of SF in table 7.
CHAPTER IX. AUTHORISATION
30. At the end of notification of
concentration there should be an authorisation signed by the notifying person(s) or on
their behalf:
"We, the undersigned, hereby declare
that the information given in this notification of concentration is true and complete, all
most accurate estimates have been made subject to the facts known, all copies of the
documents required under SF have been supplied.
The signatories are aware of the provisions
of Art. 15 and Art. 14 parts 1, 3 and 5 of the Law on Competition.
Name, surname (names, surnames)
For:
Place and date:
Signatures:
Stamp."
OTHER DOCUMENTS