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Case No COMP/M.6654 - MELROSE PLC/ ELSTER GROUP SE

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 03/08/2012

In electronic form on the EUR-Lex website under document number 32012M6654

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION

Brussels, 03/08/2012 C(2012) 5679

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying party

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

Subject: Case No COMP/M.6654 - MELROSE PLC/ ELSTER GROUP SE Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004

1.On 06/07/2012, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which Melrose plc ("Melrose", United Kingdom) will indirectly acquire within the meaning of Article 3(1)(b) of the Merger Regulation sole control over Elster Group SE ("Elster", Germany), by way of purchase of shares.

The business activities of the undertakings concerned are:

-- for Melrose: acquisition of high quality manufacturing business with exposure to strong end-markets and provision of management services;

-- for Elster: manufacture and sale of gas, electricity and water meters, and related services and products.

2.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(c) of the

OJ 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.

Publication in the Official Journal of the European Union No C 210, 12/07/2012, p.12

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

3Commission 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

3OJ C 56, 5.3.2005, p. 32.

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