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REGULATION (EEC) No 4064/89 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 08/05/2001

Also available in the CELEX database Document No 301M2395

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

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 8/5/2001

SG (2001) D/288460

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

To the notifying party

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

Subject: Case No. COMP/M.2395 – Morgan Grenfell/Whitbread Notification of 30.03

2001 pursuant to Article 4 of Council Regulation (EEC) No. 4064/89 Publication in the Official Journal of the European Communities No. C107, 07.04.2001, page 11

1.On 30.03.2001, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EEC) No. 4064/89 by which the undertaking Morgan Grenfell Private Equity Limited (“MGPE”), controlled by Deutsche Bank AG, acquires within the meaning of Article 3(1)(b) of the Council Regulation control of part of the undertaking Whitbread Holdings PLC by way of purchase of shares in a newly created company (“Newco”).

The business activities of the undertakings concerned are :

-- for MGPE : international private equity investment management;

-- for Whitbread Holdings PLC : hotels, health and fitness clubs, restaurants, pubs and bars and branded drinks in the UK; and

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.

Rue de la Loi 200, B-1049 Bruxelles/Wetstraat 200, B-1049 Brussel - Belgium Telephone: exchange 299.11.11 Telex: COMEU B 21877. Telegraphic address: COMEUR Brussels.

- for Newco : pubs and bars in the UK.

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.To the extent that restrictions specified by the parties are directly related and necessary to the implementation of the concentration, these restrictions are covered pursuant to Article 6(1)(b), second subparagraph, of Council Regulation (EEC) No. 4064/89.

5.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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