The European Commission has decided not to refer the planned acquisition of Jazztel p.l.c. by Orange S.A. to the Spanish competition authority for assessment under Spanish competition law. The Commission concluded that it was better placed to deal with the case with a view to ensuring consistency in the application of the merger control rules in the fixed and mobile telecommunications sectors across the European Economic Area (EEA). The Commission has until 30 April 2015 to take a final decision on whether the proposed transaction would significantly impede effective competition in the EEA.
On 16 October 2014, Orange notified its plans to acquire sole control of Jazztel to the Commission.
On 5 November 2014, the Spanish competition authority submitted a referral request under Article 9(2)(a) of the EU Merger Regulation. This provision allows a Member State to request the Commission to refer all or part of the assessment of a case to it, provided that the competitive effects are purely national or local.
In deciding whether to refer a case upon such a request, the Commission particularly takes into account which authority is better placed to deal with the case at hand. In the present case the Commission concluded that, given its extensive experience in assessing cases in this sector, it is better placed to deal with the transaction and ensure consistency in the application of merger control rules in the fixed and mobile telecommunications sectors across the EEA.
The Commission will nonetheless continue to cooperate closely with the Spanish competition authority in the assessment of the case.
The Commission will continue its in-depth investigation into the proposed transaction, which was opened on 4 December 2014 (see IP/14/2367).
Companies and products
Orange is a provider of telecommunications services in more than 30 countries. Orange is present in the Spanish telecommunications market through its wholly-owned subsidiary Orange Espagne, S.A.U.
Jazztel, through its subsidiary Jazz Telecom, S.A.U., provides telecommunications services at both retail and wholesale level in Spain.
Merger control rules and procedure
The Commission has the duty to assess mergers and acquisitions involvingcompanies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).
In addition to the current transaction, there are five other on-going phase II merger investigations. The first is the planned acquisition of a controlling stake in De Vijver Media by Liberty Global, with a decision deadline on 5 March 2015 (see IP/14/1029). The second relates to Zimmer's planned acquisition of Biomet, with a decision deadline currently suspended (see IP/14/1091). The third is the proposed acquisition of the Greek gas transmission system operator DESFA by the State Oil Company of Azerbaijan Republic (SOCAR), with a decision deadline of 22 April 2015 (see IP/14/1442). The fourth concerns the proposed joint venture between world's leading coffee manufacturers Douwe Egberts Master Blenders (DEMB) and Mondelēz, with a decision deadline of 13 May 2015 (see IP/14/2682). The fifth relates to the creation of an online music licensing joint venture by collecting societies PRSfM, STIM and GEMA, with a decision deadline of 29 May 2015 (see IP/15/3300).
 The Commission has assessed merger cases in the mobile telecommunications sector in Ireland (IP/14/607) and Germany (IP/14/771); in the mobile and fixed telecommunications sector in Germany (IP/13/853); in the fixed telecommunications sector in the UK and Ireland (IP/13/326), and the Netherlands (IP/14/1123). Moreover, the Commission has recently assessed a transaction involving the same markets in Spain (IP/14/772).