What Commission Decision of 19/06/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.6921 - IBM ITALIA / UBIS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic) requires
On 14 May 2013, the European Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which the undertaking IBM Italia S.p.A., a wholly-owned indirect subsidiary of International Business Machines Corporation, acquires sole control over a business of the undertaking Unicredit Business Integrated Solutions S.c.p.a. (UBIS), a wholly owned subsidiary of UniCredit S.p.A., by way of purchase of shares. IBM Italia will acquire 51% of the shares of a newly-formed limited liability company (NewCo), to which UBIS will transfer as a going concern the Transferred Business. IBM will appoint the majority of the members of the Board of Directors of NewCo (four out of seven Directors, including the Chief Executive Officer), with the Board adopting all decisions by simple majority. The proposed concentration has an EU dimension, as the undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5,000 million and each has EU-wide turnover in excess of EUR 250 million. The Parties' activities overlap in the provision of IT outsourcing services, namely data centre services and network outsourcing services, for the banking and securities sector. The European Commission concluded that the proposed concentration does not give rise to competition concerns under any alternative market definition and declared it compatible with the internal market and with the EEA Agreement pursuant to Article 6(1)(b) of the Merger Regulation.
Pillar: Legal & IP Sovereignty · Authority: European Commission · Version: 1.0.0 · Last updated:
Primary source: https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32013M6921
SHA-256 integrity: 9b6a6c09059cf67aace106a52defc4aaa34834d78c1c4669acbb1df0585637a5
Primary Citations — 10 traced to source
- Paragraph 1: 'On 14 May 2013, the European Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which the undertaking IBM Italia S.p.A. ("IBM Italia", Italy), a wholly-owned indirect subsidiary of International Business Machines Corporation ("IBM", USA, or the "Notifying Party"), acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control over a business (the "Transferred Business") of the undertaking Unicredit Business Integrated Solutions S.c.p.a. ("UBIS", Italy), a wholly own subsidiary of UniCredit S.p.A. ("Unicredit"), by way of purchase of shares.'
- Paragraph 5: 'IBM Italia will acquire 51 % of the shares of a newly-formed limited liability company ("NewCo"), to which UBIS will transfer as a going concern the Transferred Business for a consideration of EUR […] million. UBIS will own the remaining 49 % of NewCo shares. IBM will appoint the majority of the members of the Board of Directors of NewCo (four out of seven Directors, including the Chief Executive Officer). The Board of Directors will adopt all the decisions concerning the management of Newco acting by simple majority.'
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