ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 41/2022 Case Number: 08.05.001.022.029 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration concerning the acquisition of the share capital of The Quality Group GmbH by CVC Capital Partners SICAV-FIS S.A., via Asterix AcquiCo GmbH Commission for the Protection of Competition: Mr. Aristos Aristidou Palouzas Member Mr. Andreas Karidis, Member Mr. Panayiotis Oustas, Member Date of decision: 29 June 2022 SUMMARY OF DECISION On the 3th of June 2022 the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of CVC Capital Partners SICAVFIS S.A. (hereinafter the « CVC»), a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which CVC via Asterix AcquiCo GmbH (hereinafter the «Asterix»), intend to acquire the share capital of The Quality Group GmbH (hereinafter the “TQG” or “Target’’). Companies participating at this merger are the following: 1
- CVC Capital Partners SICAV-FIS S.A., which together with its subsidiaries and affiliated companies, constitute the “CVC Network”. The activities of these companies include the provision of investment advice and/or investment management on behalf of certain funds and investment platforms. (hereinafter the "CVC Funds").
- Asterix is a company duly registered under German law and is a special purpose vehicle with no previous business activities, established to act as an acquisition vehicle for the purposes of this transaction.
- The Quality Group GmbH is a company registered under German law. The company in question is a manufacturer of innovative sports performance nutrition products and healthy low sugar alternative foods. TQG's product portfolio does not include any products classified as pharmaceutical or medical products, and the company does not offer products classified as food for special medical purposes. TQG only sells generic nutritional products and those classified as dietary supplements. TQG is also represented in the ecommerce retail sector through its own Fitmart online sales point. This notification concerns a merger shall take place on the basis of share purchase agreement and transfer agreement relating to the sale and purchase and transfer of shares to TQG, dated 18 May 2022 (hereinafter referred to as the "Agreement") among physical persons M.Y., C.M.W., K.C.W., B.B., MW, Merkit GmbH (together the "Sellers"), the Buyer, The Quality Group GmbH, Asterix HoldCo GmbH and Asterix Investments S.à r.l. Based on the above, Asterix will acquire the share capital of the Target. The Commission, considering the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6
(1)(α)(ii) of the Law, since it leads to a permanent change of control of the Target, by CVC via Asterix. Furthermore, based on the information contained in the notification, the Commission found that the criteria set by section 3
(2)(a) of the Law were satisfied and therefore the notified concentration was of major importance falling within the scope of the Law. 2 The Commission has concluded that for the purposes of evaluating this concentration, the relevant product / service market is the provision of nutritional supplements. Any further subdivision into sub-markets does not differentiate the outcome of the evaluation of this operation. In addition, the Commission concluded that the geographical market for the relevant markets in question is that of the territory of the Republic of Cyprus. According to the data of the notification, there is no overlap between the activities of CVC and its subsidiaries and the activities of the Target in Cyprus. Therefore, the Proposed Transaction will not lead to any horizontal overlap. Regarding vertical relationships, as far as the Parties are concerned, there are no applicable vertical relationships between the Portfolio Companies of the CVC Funds and the Target in Cyprus. Taking into account the above, the Commission concludes that in this concentration no affected market is created based on Annex I of the Law. In addition, there are no other markets in which the notified concentration may have a significant effect. The Commission, on the basis of the factual and legal circumstances, unanimously decided that this concentration does not create or strengthen a dominant position as there is no affected market and therefore the concentration does not raise serious doubts as to its compatibility with the operation of the competition in the market. Therefore, the Commission, acting in accordance with section 22 of the Law, unanimously decided not to oppose the notified concentration and declare it as being compatible with the operation of the competition in the market. Aristos Aristidou Palouzas Acting Chairman of the Commission for the Protection of Competition 3