1 ICN Merger Workshop March 10 – 11, 2009 Taipei, Taiwan Panel I: Setting Notification Thresholds...

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ICN Merger WorkshopICN Merger Workshop

March 10 – 11, 2009March 10 – 11, 2009Taipei, TaiwanTaipei, Taiwan

Panel I: Setting Notification ThresholdsPanel I: Setting Notification Thresholds

““Determining Whether a Filing is Determining Whether a Filing is Required or AdvisableRequired or Advisable””

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European CommissionEuropean CommissionNotification Thresholds:Combined worldwide turnover exceeding € 5 billion AND at least 2 parties each have EU-wide turnover exceeding € 250 millionORCombined worldwide turnover exceeding € 2.5 billion AND combined turnover exceeding € 100 million in at least 3 Member States AND turnover of each of at least 2 parties exceeding € 25 million in same 3 Member States AND EU-wide turnover of each of at least 2 parties exceeding € 100 million.

Parties’ Turnover:Fantasy Beverage: worldwide € 5.7 billion EEA € 1.5 billionJust Energy: worldwide € 1.5 billion EEA € 200 million

Notification Required:No, but check Member States.

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Korea, Czech RepublicKorea, Czech RepublicKOREAKOREA CZECH REP.CZECH REP.

Notification Thresholds

Either party has worldwide turnover exceeding KRW 100 billion (approx € 79 million) AND both parties have turnover in Korea exceeding KRW 20 billion (€ 15.8 million)

Notification ThresholdsCombined net turnover in Czech Rep. Exceeding CZK 1.5 billion (approx. € 54 million) AND each of at least 2 parties combined Czech Rep. Turnover exceeding CZK 250 million (approx. € 9 million)

Parties Turnover

Fantasy Beverage: € 25 million

Just Energy: € 10 million

Parties Turnover



Notification Required

No


Yes

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BrazilBrazil


Either party has at least 20% market share OR at least 1 party has gross turnover in or into Brazil of at least BRL 400 million (approx. € 151 million)

Parties Turnover/Market Share


Market share: ??


Market share: ??


??

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SloveniaSloveniaMarket Share Test:Combined aggregate annual turnover of all parties, including affiliates is morethan € 33.3 million before tax in the Slovenian market in each of the last two yearsORCombined market share of the parties, including affiliates, exceeds 40% in Slovenia, or on a substantial part of the Slovenian market.

Parties’ Market Share:

Fantasy Beverage: ??

Just Energy: ??

Notification Required: ??

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IsraelIsraelMarket Share Test:Combined revenue in Israel exceeding ILS 150 million (approx. € 26.7 million) AND each of at least 2 parties has revenue in Israel of ILS 10 million (approx. € 1.8 million) ORCombined market share exceeds 50%ORA party to the transaction is a monopoly

Parties Turnover



not notifiable based on turnover

Parties’ Market Share:Fantasy Beverage: >50% energy bars, healthy snacksJust Energy: <5% energy drinks; no other sales

Notification Required: ???

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AustriaAustriaNotification Threshold:Combined turnover at least € 300 million AND combined Austrian turnover exceeding € 30 million AND each of at least 2 parties has worldwide turnover exceeding € 5 million.“De minimis exception”: No filing required if only 1 party has Austrian turnover exceeding € 5 million AND combined worldwide turnover of other parties doesn’t exceed € 30 million.

Parties’ Turnover:Fantasy Beverage: worldwide € 5.7 billion Austrian € 0Just Energy: worldwide € 1.5 billion Austrian € 50,000 sales +

representative office

Notification Required: Yes

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IrelandIrelandNotification Threshold:Worldwide turnover of each of at least 2 parties was at least € 40 million AND each of at least 2 parties carries on business in any part of the island of Ireland AND turnover in Ireland of at least 1 party of at least € 40 million

Parties’ Activity:Fantasy Beverage: finance vehicle; internet sales (€ 2,000)Just Energy: € 50 million turnover


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RussiaRussiaNotification Threshold:The agreement concerns fixed productive assets and/or intangible assets, shares in Russian companies or rights in Russian commercial organizationsANDThe agreement restricts or may restrict competition in the Russian Federation.

Parties’ Activity:Fantasy Beverage: small bottling operation; no sales yet Just Energy: € 100 million in sales


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GermanyGermanyNotification Threshold:Combined worldwide turnover exceeding € 500 million ANDTurnover in Germany of at least 1 party exceeding € 25 million(New statute: Each of 2 parties at least € 5 million.)

Parties’ Turnover:Fantasy Beverage: worldwide € 5.7 billion Germany € 50 millionJust Energy: worldwide € 1.5 billion Germany € 2 million

Notification Required:

Old threshold: Yes

New threshold: No

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Argentina, PolandArgentina, PolandARGENTINAARGENTINA POLANDPOLAND


Combined turnover in Argentina exceeding ARS 200 million (approx. € 47 million) AND value of local assets exceeding € 4.7 million


Combined worldwide turnover exceeding € 1 billion OR combined turnover in Poland exceeding € 50 million

IF target’s revenues in Poland exceed € 10 million in each of last 2 years

Parties Turnover


Local Assets: ??


Local Assets: ??

Parties Turnover


in Poland


in Poland


??


No

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TurkeyTurkeyNotification Threshold/Market Share Test:Combined market share in Turkey exceeding 25%ORCombined turnover in Turkey exceeding NTL 25 million (approx. € 14 million)

Parties’ Turnover/Market Share:Fantasy Beverage: € 16 millionJust Energy: € 0

Notification Required: Yes

1 ICN Merger Workshop March 10 – 11, 2009 Taipei, Taiwan Panel I: Setting Notification Thresholds...

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