Disclaimer :

The Competition DG makes the information provided by the notifying parties in section 1.2 of Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.

SECTION 1.2

Description of the concentration

The concentration concerns the subscription by TME for shares in YADICAN, giving it a 50% stake in YADICAN. Since YADICAN is currently a wholly-owned subsidiary of CIRCULO, there will be a change in the quality of control over YADICAN from sole control by CIRCULO to joint control by CIRCULO and TME (the "Proposed Transaction"). As a result of the Proposed Transaction, TME will control 50% of CIRCULO's existing on-line e- books commercialisation business, including an on-line Spanish language e-book club based on a subscription service model.

The Parties' activities are as follows:

-- TME is a wholly owned subsidiary of TELEFONICA S.A., an integrated operator in the telecommunication sector that provides communication, information and entertainment solutions in Europe and Latin America.

-- CIRCULO is a 50/50 full function joint venture between BERTELSMANN and PLANETA whose main business activity is the operation of a Spanish language book club which sells books and e-books, and, to a lesser extent, other multimedia products (such as CDs, games and DVDs) to its members.

-- YADICAN is a wholly-owned subsidiary of CIRCULO active in the commercialisation of Spanish language e-books via the Internet in Spain. In April 2013, YADICAN launched an on-line e-book store into which CIRCULO is integrating thee-book business of its other on-line store (Booquo).

The rationale behind the Proposed Transaction is to launch an improved on-line e-book club in Spain based on a subscription model using a technological platform developed by TME.

The Parties consider that the Proposed Transaction will not lead to a significant impediment of effective competition within the Internal Market or a substantial part of it.