EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 21/10/2016

In electronic form on the EUR-Lex website under document number 32016M8184

EUROPEAN COMMISSION

Brussels, 21.10.2016 C(2016) 6868 final

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying parties

Dear Sirs,

1.On 27 September 2016, the European Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which the undertakings CVC Capital Partners, together with its subsidiaries and CVC Capital Partners Advisory Group Holding Foundation and its subsidiaries (the ‘CVC Group’, Luxembourg) and the Canada Pension Plan Investment Board ("CPPIB", Canada) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of Petco Holdings, Inc. ('Petco', the United States) by way of other means.

The business activities of the undertakings concerned are:

- for CVC Group: advice to and management of investments funds, which hold interests in a number of companies.

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.

2OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').

3Publication in the Official Journal of the European Union No C 365, 4.10.2016, p. 28.

Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË

Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.

- for CPPIB: investment in public equities, private equities, real estate, infrastructure and fixed income instruments.

- for Petco: retailing of pet products and services.

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(b) 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 and Article 57 of the EEA Agreement.

For the Commission

(Signed)

Johannes LAITENBERGER Director-General

4OJ C 366, 14.12.2013, p. 5.

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