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Case No COMP/M.6893 - CARL ZEISS/ CARL ZEISS VISION

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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 23/04/2013

In electronic form on the EUR-Lex website under document number 32013M6893

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

EUROPEAN COMMISSION

Brussels, 23.4.2013 C(2013) 2443 final

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying party

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

Subject: Case No COMP/M.6893 – Carl Zeiss/ Carl Zeiss Vision Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004

1.On 19 March 2013, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the undertaking Carl Zeiss AG (Germany), a wholly-owned subsidiary of Carl-Zeiss-Stiftung, acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of the undertaking Carl Zeiss Vision Holding GmbH (Germany) by way of purchase of shares. Prior to the proposed concentration, Carl Zeiss AG already held joint control over Carl Zeiss Vision together with EQT III Fund.

The business activities of the undertakings concerned are:

-- Carl-Zeiss-Stiftung owns controlling shareholdings in Carl Zeiss AG and Schott AG. Carl Zeiss AG is active in the optical and opto-electronic industries, offering products and services for medical technologies, for the semiconductor, automotive and engineering industries as well as for optical consumer goods. Schott AG develops and manufactures specialty materials, components and systems for the household appliances, pharmaceutical, solar energy, electronics, optics and automotive industries.

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.

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

2- Carl Zeiss Vision Holding GmbH’s group companies design, manufacture and distribute a broad range of ophthalmic lenses, production systems for eyeglass lens production, ophthalmic diagnostic systems and viewing aids.

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(d) 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

2Publication in the Official Journal of the European Union No C 89, 27.3.2013, p. 8.

3OJ C 56, 5.3.2005, p. 32.

2