European Commission clears Otto’s acquisition of certain assets of the insolvent Primondo

The European Commission cleared Otto’s proposed acquisition of certain assets of the insolvent Primondo. Both firms are Germany-based home-shopping companies. Otto acquires trademarks, including the Quelle brand, trademark applications, internet domains and the right to use the Quelle customer data base for Germany.

However, the Commission’s decision is conditional upon the divestiture of trademarks and the granting of the right to use the Quelle customer data base under the same conditions as Otto and in compliance with the applicable data protection rules. Otto offered these commitments to remedy competition concerns identified by the Commission in several parts of the German home shopping market.

In light of these commitments, the EU Commission has concluded that the proposed transaction would not significantly impede effective competition in the European Economic Area (EEA) or any substantial part of it.

Otto is a trading and service company, which is internationally active through its subsidiaries in various retail channels (including home-shopping), financial and other services. Home-shopping comprises sales to consumers by catalogue, e-commerce and other means of distance selling. Quelle was similarly active in the retail business also with a focus on home-shopping.

Quelle belonged to the insolvent Primondo group and went into insolvency proceedings on 1 September 2009. Otto is the market leader in the German home-shopping market where, prior to its insolvency Quelle was Otto's strongest competitor.

The transaction, as initially notified, raised competition concerns in eight different product categories of the German home-shopping market, for example in women's clothes and sport textiles. The Commission's investigation showed that through the acquisition of the Quelle trademark and the use of the customer data, Otto would be able to take over a significant share of the previous Quelle turnover.

In order to address the competition concerns identified by the Commission, Otto offered to divest trademarks such as Webschatz, Universum or Casamaxx. In addition, the purchaser of the trademarks will have the right to use the Quelle customer data to the same extent and under the same conditions as Otto. Following a market test, the Commission concluded that the commitments offered by Otto remedy the identified competition concerns.

The Commission's clearance decision also extends to the acquisition of Quelle Russia by Otto which is part of the same concentration and which did not raise any competition concerns. The transaction was notified to the Commission for regulatory clearance on 18 December 2009.

27 Feb 2011.

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