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Case No COMP/M.6952 - GOLDMAN SACHS/THL/ CTI FOODS

Only the English text is available and authentic.

REGULATION (EC) No 139/2004

MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION

Date: 21/06/2013

In electronic form on the EUR-Lex website under document number 32013M6952

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION

Brussels, 21.6.2013 C(2013)4016

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying parties

Dear Madam(s) and/or Sir(s),

Subject: Case No COMP/M.6952 - GOLDMAN SACHS/ THL/ CTI FOODS Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004

1.On 24 May 2013, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the undertakings Goldman Sachs Group Inc. (“Goldman Sachs”, United States of America) and Thomas H. Lee Partners, L.P. (“THL”, United States of America) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of the undertaking CTIF Holdings, Inc. (“CTIF”, United States of America) by way of purchase of shares.

The business activities of the undertakings concerned are:

−− Goldman Sachs is an investment banking, securities and investment management firm that provides a wide range of financial services to corporations, financial institutions, governments and individuals,

−− THL is a private equity firm investing in global businesses, primarily in North America, across the sectors (i) Consumer and Healthcare, (ii) Media and Information Services and (iii) Business and Financial Services,

1OJ L 24, 29.1.2004, p. 1 ("the Merger Regulation"). With effect from 1 December 2009, the Treaty on the Functioning of the European Union ("TFEU") has introduced certain changes, such as the replacement of "Community" by "Union" and "common market" by "internal market". The terminology of the TFEU will be used throughout this decision.

2Publication in the Official Journal of the European Union No C 153, 31.5.2013, p. 4.

Commission européenne, 1049 Bruxelles, BELGIQUE / Europese Commissie, 1049 Brussel - BELGIË. Telephone: (32-2) 299 11 11.

−− CTIF is a food processing company specializing in the supply of processed meats, side dishes and soups, sauces and dehydrated beans to the food service sector, primarily in North America.

3.After examination of the notification, the European Commission has concluded that the notified operation falls within the scope of the Merger Regulation and of paragraph 5(a) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004.

For the reasons set out in the Notice on a simplified procedure, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation.

For the Commission (signed) Alexander ITALIANER Director-General

3OJ C 56, 5.3.2005, p. 32.

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