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Case No COMP/M.2145 - APOLLO GROUP / SHELL RESIN BUSINESS

Only the English text is available and authentic.

REGULATION (EEC) No 4064/89 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 27/10/2000

Also available in the CELEX database Document No 300M2145

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

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 27/10/2000 SG(2000) D/ 107965

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

To the notifying parties

Dear Sirs,

Subject: Case No. COMP/M.2145 – Apollo Group / Shell Resins Business Notification of 27.09.2000 pursuant to Article 4 of Council Regulation (EEC) No. 14064/89 Publication in the Official Journal of the European Communities No. C 282, 05.10.2000 page 3.

1.1. On 27 September 2000, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EEC) No. 4064/89 by which the undertaking Apollo Group (“Apollo”) [USA] acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of the resins business of the undertaking Royal Dutch/ Shell group (Royal Dutch/Shell) [Netherlands] by way of a purchase of shares.

2.2. Apollo is comprised of numerous discrete private equity closed-end investment funds which control companies involved in the provision of various services. The Shell Resins Business is part of the Royal Dutch/Shell group and produces epoxy resins, which are a family of thermosetting polymers. Apollo and the Shell Resins Business do not operate in the same economic sector. Apollo does not have an interest in, nor control of any company active in the epoxy resins market, nor is it active in any neighbouring market, whether vertical or horizontal.

1OJ L 395, 30.12.1989 p. 1; corrected version OJ L 257 of 21.9.1990, p. 13, as last amended by Regulation (EC) No 1310/97, OJ L 180, 9.7.1997, p. 1, corrigendum in OJ L 40, 13.2.1998, p. 17.

Rue de la Loi 200, B-1049 Bruxelles/Wetstraat 200, B-1049 Brussel - Belgium Telephone: exchange 299.11.11 Telex: COMEU B 21877. Telegraphic address: COMEUR Brussels.

3.3. After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation (EEC) No. 4064/89 and of section 4 (b) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EEC) No 4064/89 since Apollo intends to acquire the Resins Business of Royal Dutch/Shell and neither party to the concentration is engaged in business activities in the same product and geographical market or in a product which is upstream or downstream of a product market in which the other party to the concentration is engaged.

4.4. To the extent that restrictions specified by the parties are directly related and necessary to the implementation of the concentration, these restrictions are covered pursuant to Article 6(1)(b), second subparagraph, of Council Regulation (EEC) No. 4064/89.

5. 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 (EEC) No. 4064/89.

For the Commission,

2OJ C 217, 29.07.2000, p. 32.

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