PDF《ELSTER》

EUROPEAN COMMISSION DG Competition Case M.

7737 - HONEYWELL / ELSTER Only the English text is available and authentic. REGULATION (EC) No 139/2004 MERGER PROCEDURE Article 6(1)(b) in conjunction with Art 6(2) Date: 21/12/2015 In electronic form on the EUR-Lex website under document number 32015M7737 Commission européenne, DG COMP MERGER REGISTRY,

1049 Bruxelles, BELGIQUE Europese Commissie, DG COMP MERGER REGISTRY,

1049 Brussel, BELGI? Tel: +32 229-91111. Fax: +32 229-64301. E-mail: [email protected]. EUROPEAN COMMISSION Brussels, 21.12.2015 C(2015)

9785 final To the notifying party: Dear Madam(s) and/or Sir(s), Subject: Case M.7737 - Honeywell/Elster Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/20041 and Article

57 of the Agreement on the European Economic Area2 (1) On 04.11.2015, the European Commission ( Commission ) received notification of a proposed concentration pursuant to Article

4 of the Merger Regulation by which Honeywell International Inc. ( HON , USA) will acquire sole control of Teaford GmbH ( Teaford , Germany), the holding company of the Elster division of Melrose PLC ( Elster , Germany) via purchase of shares ( Transaction ).3 HON, Teaford and Elster are collectively referred to as the Parties and HON as the Notifying Party . (2) The same Transaction was already notified to the Commission on 09.10.2015, but subsequently withdrawn on 03.11.2015. I. THE PARTIES (3) HON is a diversified technology and manufacturing company active worldwide. It is active in a wide array of fields including aerospace, turbochargers, control, sensing and security technologies for buildings, homes and industry, specialty chemicals and electronics. HON manages its business operations through three businesses that are reported as operating segments: (i) Aerospace, (ii) Automation and Control Solutions (ACS), and (iii) Performance Materials and Technologies (PMT). The HON business concerned by this Transaction is the ACS segment.

1 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.

2 OJ L 1, 3.1.1994, p.3 ( the EEA Agreement ).

3 Publication in the Official Journal of the European Union No C 374, 11.11.2015, p. 4. PUBLIC VERSION MERGER PROCEDURE In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a general description.

2 (4) Teaford is the holding company of Elster, a division of Melrose PLC ( Melrose ). (5) Elster manufactures gas, electricity and water meters and related communications, networking and software solutions, which are designed to measure and improve the flow of natural gas, electricity and water. Elster supplies its products to industrial customers around the world. (6) Melrose is a wholly-owned subsidiary of Melrose Industries PLC ( Melrose ), and is the ultimate parent company of Elster. II. THE CONCENTRATION (7) The Transaction consists in the acquisition by HON of the entire share capital of Teaford. Therefore, the proposed transaction consists in the acquisition by HON of sole control over Teaford and therefore over Elster. (8) In light of the above, the Transaction constitutes a concentration according to Article 3(1)(b) of the Merger Regulation. III. EU DIMENSION (9) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR