COMMISSION DECISION of 22/12/1998 declaring a concentration to be compatible with the common market (Case No IV/JV.12 - * ERICSSON / NOKIA / PSION / MOTOROLA) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic) Official Journal 178 , 23/06/1999 P. 0018 - 0018 COMMISSION DECISION of 22/12/1998 declaring a concentration to be compatible with the common market (Case No IV/JV.12 - * ERICSSON / NOKIA / PSION / MOTOROLA) according to Council Regulation (EEC) No 4064/89 (Only the English text is authentic) Brussels, 22.12.1998 To the notifying parties Dear Sirs, Subject:
Case No IV/JV.12 - ERICSSON / NOKIA / PSION / MOTOROLA (SYMBIAN II) Notification of 20 November 1998 pursuant to Article 4 of Council Regulation No. 4064/89 1. On 20 November 1998, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EEC) No 4064/89 [OJ L 395, 30.12.1989 p. 1; corrigendum OJ L 257 of 21.9.1990, p. 13; as last amended by Regulation (EC) No 1310/97, OJ L 180, 9. 7. 1997, p. 1, corrigendum in OJ L 40, 13.2.1998, p. 17.] by which Motorola, Inc. ("Motorola") would acquire joint control in Symbian Limited ("Symbian"). As a result of the operation, Motorola, Telefonaktiebolaget LM Ericsson ("Ericsson"), Nokia Corporation ("Nokia") and Psion PLC ("Psion") would jointly control Symbian.
2. Having examined the notification, the Commission has concluded that the notified operation does not fall within the scope of the Merger Regulation. I PARTIES 3. Ericsson, Nokia and Motorola are all active in developing, manufacturing and marketing advanced systems and related terminals for wired and mobile telecommunications. Psion is a UK corporation that develops, engineers, manufactures and markets handheld portable computers and software. 4. Symbian is an existing joint venture, incorporated in the UK, created earlier this year by Psion, Ericsson and Nokia for the purpose of developing, marketing and licensing an operating system (based on the so-called "EPOC 32" software platform) for mobile digital data systems, primarily for use in wireless information devices ("WIDs") [Wireless information devices combine computing and telecommunications functions in one handset].
II THE OPERATION 5. Symbian, which was previously known as Psion Software PLC, is jointly controlled by Ericsson and Nokia, which each hold 30% of its shares, and Psion which holds 40%. This joint venture was declared compatible with the common market under Article 6 (1) (b) of the Merger Regulation in a Commission decision of 13 August 1998 (case IV/JV.6 Ericsson/Nokia/Psion). 6. By means of the notified operation, based on a Subscription Agreement and Shareholders' Agreement (collectively "the Agreements") dated 29 October 1998, Psion, Nokia, Ericsson and Motorola propose to add Motorola to Symbian as a shareholder.
Under the terms of the Agreements, Symbian will issue shares of Symbian in a number exactly equal to that held by Nokia and Ericsson, so that upon closing the shares of the Parties will be approximately as follows: Psion 30.77%, Ericsson 23.08%, Nokia 23.08% and Motorola 23.08%. 7. Although the joint venture will now have four shareholders, Clause 3.4. of the Shareholder's Agreement envisages the admission of further shareholders [deleted business secret]. It is possible that ultimately, the joint venture could go public. III ABSENCE OF CONCENTRATION Absence of de iure joint control 8. Pursuant to clause 8.3 of the notified Shareholders' Agreement the appointment and removal of Directors, approval of the annual business plan and budget, appointment of the Chief Executive and Chairman and admission of further shareholders require a vote of 67% of the shares.