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Case No COMP/M.3409 - TPG GROUP / FRANCISCO PARTNERS / SMART JV

Only the English text is available and authentic.

REGULATION (EEC) No 4064/89 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 14/04/2004

Also available in the CELEX database Document No 304M3409

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

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 14/04/2004

SG D/201566

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.3409 ñ TPG Group/Francisco Partners/SMART JV Notification of 05.12.2002 pursuant to Article 4 of Council Regulation

(EEC) No. 4064/891 - Publication in the Official Journal of the European Communities No. C 53, 28/02/2004, p.4.

1.1. On 8 March 2004 the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EEC) No 4064/89, as amended by Regulation (EC) No 1310/97, by which the undertakings Francisco Partners L.P. (USA) and TPG Advisors III-IV, Inc., T3 Advisors II Inc. (USA) acquire within the meaning of Article 3(1)(b) of the Council Regulation joint control of the undertaking SMART Modular Technologies Inc. (USA) by way of purchase of shares.

2. The business activities of the undertakings concerned are:

-- for Francisco Partners L.P.: technology-focused investment fund investing in public and private, mature or maturing technology companies.

-- for TPG III-IV and T3 II: private investment funds.

-- for SMART: manufacture of memory and communications products for the computing, networking and telecommunications industries.

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.

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

2.3. 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 paragraph 4, subparagraph b) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EEC) No 4064/89.

4. 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

(Signed)

Mario MONTI Member of the Commission

2OJ C 217, 29.07.2000, p. 32.

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