12. 7. 90 Official Journal of the European Communities No L 179/41 COMMISSION DECISION of 26 June 1990 relating to a proceeding pursuant to Article 86 of the EEC Treaty (IV/32.846 — Metaleurop SA) (Only the French and German texts are authentic) (90/363/EEC) . THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having -regard to the Treaty establishing the European Economic -Community, Having regard to Council Regulation No 17 of 6 February 1962, first Regulation implementing Articles 85 and 86 of - the Treaty ('), as last amended by the Act of Accession of : Spain and Portugal, and in particular Article 2 thereof, Having regard to the application for negative clearance or, failing that, exemption submitted on 29 August 1988 by Société Miniére et Métallurgique de Pefiarroya SA, France, and Preussag Aktiengesellschaft, Germany, concerning a transaction 'decided by the two companies with a view to merging their ‘non-ferrous metals’ activities, Having regard to the summary- of the notification (3 published pursuant to Article 19 (3) of Regulation No 17, Having consulted the Advisory Committee on Restrictive Practices and Dominant Positions, . Whereas : 1. THE -FACTS A. The undertakings The undertakings concerned are : (a) Société Miniére et Métallurgique de Pefiarroya SA, (hereinafter referred to as ‘Pefiarroya’, a French company operating principally in France and Spain. Its worldwide turnover in 1987 was -about ECU 567 million, of which ECU 545 million in the common market. (b) Preussag Aktiengesellschaft (hereinafter referred to -as ‘Preussag’), a. German company having European and worldwide operations. Its worldwide turnover in 1987 was ECU 5100 million, of which ECU 4 500 million in the common market. () OJ No 13, 21. 2. 1962, p. 204/62. () OJ No C 100, 21. 4. 1989, p. 2. ® @ &) “ ©) B. The subject of the transaction On 22 April 1988, Preussag and Pefiarroya, decided on the one hand to merge of their ‘non-ferrous metals’ activities with a view to strengthening the industrial position of their undertakings, and on the -other to create a new entity, known as Metaleurop -SA. (a) Merger of the metals activities Preussag AG first set up -a holding company, Metaleurop GmbH, for all its metals subsidiaries, such as the electrolytic zinc smelter, lead smelter, secondary ' lead - processing and activities in the galvanizing and special metals sectors. On 27 June 1988, Pefiarroya proceeded -with a first capital increase of FF 441 million by the issue of 6 300 000 shares fully subscribed by Preussag. The funds received enabled. Pefiarroya to acquire shares in the abovementioned holding company, Metaleurop GmbH. (b) The new entity Metaleurop SA The other principal shareholder in the new entity is the French holding company Imetal. Imetal had for a long time .had a large holding in Pefiarroya which- it reduced at the end of March 1988 t0.15,9 % through a public purchase offer. A second increase of FF 170 million in Pefiarroya’s capital was presented to the ordinary and extraordi- nary general meetings held on. 7 November 1988. The purpose was to bring Imetal’s holding up to approximately 20 % of Pefiarroya by the issue of subscription rights and the -capitalization of .sums owed by Pefiarroya to Imetal. As a result of these operations, the main sharehol- ders in- Pefiarroya, now known as Metaleurop SA, are Preussag and Imetal with 45°% and 20 % respectively of the. capital. The remaining 35 % is held by the public. The commercial side of Metaleurop’s operations is separate from the parent companies, as afe its management bodies.