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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 22/03/2006

In electronic form on the EUR-Lex website under document number 32006M4142

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

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 22.03.2006

SG-Greffe(2006) D/201208 / 201209

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.4142 – Time Warner/CBS/JV. Notification of 24.02.2006 pursuant to Article 4 of Council Regulation (EC) No. 139/2004 Publication in the Official Journal of the European Union No. C 55 of 07.03.2006 page 56 — Candidate case for simplified procedure

1.On 24.02.2006, the Commission received the notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004, by which the undertakings Warner Bros. Entertainment Inc., ultimately controlled by Time Warner Inc. (“Time Warner“ USA), and CBS Corporation (“CBS“, USA), controlled by Mr. Sumner Redstone acquire within the meaning of Article 3(1)(b) of the Council Regulation joint control of a newly created company constituting a joint venture, The CW (“CW“, USA), by way of contribution of assets.

The business activities of the undertakings and the individual concerned are:

-- for Time Warner: primarily world-wide provision of online services, filmed entertainment, operation of cable systems and television networks, and publishing;

1OJ L 24, 29.1.2004 p. 1

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

-- for CBS: production and delivery of television, radio and print publishing content in the US;

-- for Mr. Sumner Redstone: ownership of not only CBS but also Viacom, a company active in cable television, motion pictures and digital media platforms;

-- for CW: ownership and operation of a free-to-air broadcast network in the US.

2.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, subparagraph a) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No. 139/2004.

3.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 Neelie KROES Member of the Commission

2OJ C 56, 05.3.2005 p.32

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