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Case No COMP/M.5645 - CPI CEE/ GAZIT MIDAS/ ATRIUM EUROPEAN REAL ESTATE

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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 18/11/2009

In electronic form on the EUR-Lex website under document number 32009M5645

Office for Official Publications of the European Communities L-2985 Luxembourg

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 18.11.2009 SG-Greffe(2009) D/ 9048 / 9049 C(2009) 9179

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

To the notifying parties:

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

Subject: Case No COMP/M.5645 – CPI CEE/ GAZIT MIDAS/ ATRIUM EUROPEAN REAL ESTATE Notification of 16.10.2009 pursuant to Article 4 of Council Regulation (EC) No 139/2004 Publication in the Official Journal of the European Union No C 253, 23.10.2009, p.26

1.On 16.10.2009, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which the undertakings CPI CEE Management LLC ("CPI CEE", USA) and Gazit Midas ("Gazit", Jersey) acquire, within the meaning of Article 3(1)(b) of the EC Merger Regulation, joint control of the undertaking Atrium European Real Estate Limited ("Atrium", Jersey) by way of conversion of their convertible bonds and warrants into ordinary equity.

The business activities of the undertakings concerned are respectively:

2.1.CPI CEE is administered and advised by Citi Property Investor ("CPI"), a business unit of Citibank international plc. CPI is the global real estate investment management business of Citigroup.

2.2.Gazit Group is a multinational real estate investment company involved in the acquisition, development and management of income-producing properties, mainly

1OJ L 24, 29.1.2004, p. 1.

supermarket-anchored shopping centres, throughout Europe, North America and Israel.

2.3.Atrium is a public real estate company which owns and develops retail assets, mainly shopping centres, throughout Central and Eastern Europe, the CIS and Turkey.

3.After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation (EC) No 139/2004 and of paragraph 5(c) 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 Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of Council Regulation (EC) No 139/2004.

For the Commission (signed) Philip LOWE Director General

2OJ C 56, 05.3.2005, p. 32.

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