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EU mergers and takeovers (Oct 22)

Thu Oct 22, 2009 10:35am EDT

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BRUSSELS, Oct 22 (Reuters) - The following are planned mergers under review by the European Commission and a brief guide to the EU merger process:

APPROVALS AND WITHDRAWALS:

-- Dutch heating products maker De Dietrich Remeha Holding BV acquires control of British counterpart Baxi Holdings Ltd (approved Oct. 22)

-- British investment fund RREEF Pan-European Infrastructure Fund LP, managed by Germany's Deutsche Bank (DBKGn.DE); Spanish energy supplier Endesa Generacion SA (ELE.MC), controlled by Italian energy group Enel SpA (ENEI.MI); and Spanish gas supplier Union Fenosa Gas UFG SA, a joint venture between Union Fenosa SA UNF.SG and Italian energy firm ENI SpA (ENI.MI), acquire joint control of Planta De Regasification De Sagunto SA (SAGGAS), a liquid natural gas regasification company in Spain, currently controlled jointly by Spain's Iberdrola SA (IBE.MC), UFG and Endesa (approved Oct. 22)

NEW LISTINGS:

-- Canada's Brookfield Asset Management Inc (BAMa.TO) and asset manager Babcock & Brown Infrastructure BBI.AX acquire joint control of Australian port facility Dalrymple Bay Coal Terminal via share purchases (notified Oct. 14/deadline Nov. 19/simplified)

-- Private equity fund One Equity Partners II LP, controlled by JP Morgan Chase & Co, acquires control of plastic material maker Schoeller Arca Systems Services BV, which is currently controlled jointly by One Equity Partners II and Schoeller Holding GmbH, via share purchases (notified Oct. 16/deadline Nov. 23/simplified)

-- Italian bank Unicredit (CRDI.MI) and Italian investment bank Banca IMI SpA [ISPNM.UL] transform existing joint venture TLX SpA into a full-function joint venture, EuroTLX Societa di Intermediazione SpA (notified Oct. 14/deadline Nov. 23)

-- Zumtobel Holding GmbH, a German maker of electrical lighting systems, and Germany's Symboled GmbH, controlled by Fraunhofer Gesellschaft, and four individuals take joint control of Ledon Oled Lighting GmbH, which will develop and sell organic light-emitting diodes for professional lighting systems (notified Oct. 16/deadline Nov. 23/simplified)

EXTENSIONS AND OTHER CHANGES:

None

FIRST-STAGE REVIEWS BY DEADLINE:

OCT 23

-- U.S. pharmaceutical group Merck & Co Inc (MRK.N) enters into a full merger with U.S. healthcare company Schering Plough Corp SGP.N (notified Sept.18/deadline Oct. 23)

OCT 26

-- Belgian telecoms operator Belgacom (BCOM.BR) acquires Belgacom International Carrier Services SA (BICS), a global provider of voice, data and value-added telecoms services. These include services currently carried out by BICS as a joint venture between Belgacom and Swisscom Belgium SA (SCMN.VX) and international wholesale telecommunications activities MTN-ICS, which will be acquired from MTN Dubai Ltd (MTNJ.J) as a result of the transaction (notified Sept. 21/deadline Oct. 26)

-- U.S. soft drink maker Pepsico Inc (PEP.N) acquires control of bottling company Pepsico Bottling Group (PBG.N), which operates bottling units mostly in the United States, Mexico, Canada, Spain, Russia, Greece and Turkey (notified Sept. 21/deadline Oct. 26)

-- U.S. soft drink maker Pepsico Inc (PEP.N) acquires control of Pepsi Americas (PAS.N), which mostly bottles Pepsico beverages with operations in the United States, Central and Eastern Europe, the Caribbean and Central America (notified Sept. 21/deadline Oct. 26)

OCT 29

-- British defence contractor BAE Systems (BAES.L) takes control of counterpart BVT Surface Fleet Ltd, currently controlled jointly by BAE Systems and VT Group Plc (notified Sept. 24/deadline Oct. 29/simplified)

OCT 30

-- Dutch fresh produce group Univeg Holding BV, controlled by Luxembourg-based private equity firm CVC Capital Partners, and F.lli Ciccolella, an Italian firm that grows and sells cut flowers and potted plants, acquire joint control over Univeg Holding's flower and plant activities (notified Sept. 25/ deadline Oct. 30/simplified)

-- Abu Dhabi state-owned International Petroleum Investment Co (IPIC) and Austrian oil and gas group OMV Aktiengesellschaft (OMVV.VI) to acquire joint control of Canadian chemical and energy products maker Nova Chemicals Corp (notified Sept. 25/deadline Oct. 30/simplified)

NOV 4

-- SNCF-Participations, belonging to French state-owned railway group SNCF, and Caisse de Depot et de Placement du Quebec, a manager of pension and insurance funds mainly in Quebec, take joint control of public transport operator Keolis and Effia, a provider of services to facilitate passenger mobility (notified Sept. 15/deadline Oct. 20/on Oct. 9, deadline extended to Nov. 4 due to referral request)

-- The Czech Republic's Cez Bohunice, belonging to Czech power group Cez (CEZPsp.PR) and Jadrova a Vyrad'ovacia Spolocnost AS (JAVYS), a Slovakian nuclear waste treatment firm, acquire control of new joint venture Jadrova Energeticka Spolocnost' Slovenska AS (JESS) (notified Sept. 29/deadline Nov. 4)

NOV 9

-- Volkswagen Financial Services AG, a Volkswagen AG (VOWG.DE) unit that provides financial services mainly relating to car distribution, and Norway's MoellerGruppen AS, engaged in the sale, service, repair and leasing of VW Group vehicles, take joint control of Norwegian venture Newco BilFinans AS, a provider of financial services for vehicle leasing (notified Oct. 2/deadline Nov. 9/simplified)

NOV 10 -- Saint-Gobain Vetri SpA, an Italian glass packaging producer owned by France's Saint-Gobain SA (SGOB.PA); Zignago Vetro SpA (ZV.MI), an Italian maker of hollow glass containers mainly for food packaging; and Italy's Ardagh Glass srl, belonging to the Irish Ardagh Glass Group, take joint control of Ecosud srl, an Italian recycler of glass waste (notified on Oct. 5/deadline Nov. 10)

NOV 12

-- French electricity firm Electricite De France SA, belonging to EDF Group (EDF.PA), acquires Belgian electricity supplier SPE SA through the acquisition of shares held by Belgium's Segebel SA, which owns a 51 percent stake in SPE (notified Sept. 23/deadline Oct. 28/on Oct. 15, deadline extended to Nov. 12 due to referral request by Belgium)

NOV 16

-- Canada's Brookfield Asset Management Inc (BAMa.TO) to acquire indirect control of Babcock & Brown Infrastructure Ltd and Babcock & Brown Infrastructure Trust, collectively forming Babcock & Brown Infrastructure, an Australian infrastructure fund (notified Oct. 9/deadline Nov. 16/simplified)

-- NIBC MBF IB BV, part of Dutch merchant bank NIBC, and Dutch bank ABN AMRO's ABN AMRO Participaties Fund I BV to acquire joint control of Dutch business gift supplier Mid Ocean Group BV and its subsidiaries (notified Oct. 19/deadline Nov. 16/simplified)

NOV 17

-- Clayton, Dubilier & Rice Fund VIII LP, part of U.S. private equity investor Clayton, Dubilier & Rice, and holding company Commercial Markets Holdco Inc to acquire joint control of JohnsonDiversey Holdings Inc, which owns U.S. commercial cleaning company JohnsonDiversey Inc (notified Oct. 19/deadline Nov. 17/simplified)

NOV 18

-- Chinese aluminium maker Guangdong Dongyangguang Aluminium Co Ltd (GDA) (600673.SS), part of the Shenzhen Dongyangguang Group, China; Japanese aluminium maker Furukawa-sky Aluminium Corp (5741.T), and Japanese trading company Mitsui & Co Ltd (8031.T), acquire joint control of Ruyuan Dongyangguang Fine Aluminium Foil Co Ltd and Shaoguan Yangzhiguang Aluminium Foil Co Ltd in China (notified Oct. 13/deadline Nov. 18/simplified)

-- U.S. enterprise communication systems provider Avaya Inc [AVXX.UL], jointly-controlled by private equity funds TPG Partners V.L.P and Silver Lake Partners III, acquire control of certain assets and subsidiaries associated with Nortel's Enterprise Solution business owned by Canada's Nortel Networks Corp (NRTLQ.PK) (notified Oct. 13/deadline Nov. 18)

NOV 19

-- British special purpose vehicle Avalon Acquisitions Ltd, controlled by Guernsey Channel Islands-based private equity firm Permira IV Fund, acquires sole control of Just Retirement Holding Plc, a UK provider of financial services to retirees (notified Oct. 14/deadline Nov. 19/simplified)

-- Financial management consulting company Towers Perrin, Foster & Crosby Inc. to merge with peer Watson Wyatt Worldwide Inc (WW.N) (notified Oct. 14/deadline Nov. 19)

-- French bank Credit Agricole (CAGR.PA) to acquire parts of French asset manager SGAM Group via shares and assets (notified Oct. 14/deadline Nov. 19)

NOV 23

-- CPI CEE Management LLC, administered by Citibank International Plc's business unit Citi Property Investor, and real estate investor Gazit Midas (GLOB.TA) acquire joint control of Atrium European Real Estate Ltd (ATRS.VI) by converting convertible bonds and warrants into ordinary equity (notified Oct. 16/deadline Nov. 23/simplified)

NOV 24

-- Dutch animal feed producer Nutreco International BV (NUTR.AS) to acquire control of the Spanish and Portuguese animal nutrition businesses of livestock company Cargill [CARG.UL] (notified Oct. 19/deadline Nov. 24)

SECOND-STAGE REVIEWS BY DEADLINE:

-- U.S. software maker Oracle Corp (ORCL.O) to acquire the whole of computer hardware maker Sun Microsystems Inc (JAVA.O) (notified Aug. 3/deadline Sept. 3/in-depth investigation opened on Sept. 3/new deadline Jan. 19, 2010)

GUIDE TO EU MERGER PROCESS

DEADLINES:

The European Commission has 25 working days after a deal is filed for a first-stage review. It may extend that to 35 working days, to consider either a company's proposed remedies or an EU member state's request to handle the case.

Most mergers win approval but occasionally the Commission opens a detailed second-stage investigation for up to 90 additional working days, which it may extend to 105 working days.

SIMPLIFIED:

Under the simplified procedure, the Commission announces the clearance of uncontroversial first-stage mergers without giving any reason for its decision. Cases may be reclassified as non-simplified -- that is, ordinary first-stage reviews -- until they are approved.



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