Case No COMP/M.4464 - GOLDMAN SACHS / CERBERUS / HARPEN

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 15/12/2006

In electronic form on the EUR-Lex website under document number 32006M4464

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

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 15.12.2006

SG-Greffe(2006) D/208029

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

PUBLIC VERSION

To the notifying parties

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

1.On 10.11.2006, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No. 139/2004 by which the undertakings Goldman Sachs Group Inc. (ìGoldman Sachsî, USA) and Cerberus Group (ìCerberusî, USA) acquire within the meaning of Article 3(1)(b) of the Council Regulation joint control of the undertakings Harpen Immobilien GmbH & Co. KG and Harpen Immobilien Verwaltungsgesellschaft mbH (together ìHarpenî, Germany) by way of purchase of shares in a newly created company constituting a joint venture.

1OJ L 24, 29.1.2004 p. 1

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

2.The business activities of the undertakings concerned are :

-- for undertaking Goldman Sachs : investment banking;

-- for undertaking Cerberus : private equity fund;

-- for undertaking Harpen : rental and development of property.

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

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 (EC) No. 139/2004.

For the Commission signed Philip LOWE Director General

2OJ C 56, 05.3.2005 p.32

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