No L 376/22 Official Journal of the European Communities 31.12.83 COMMISSION DECISION of 12 December 1983 relating to a proceeding under Article 85 of the EEC Treaty (IV/30.389 — Nutricia/de Rooij and 1V/30.408 — Nutricia/Zuid-Hollandse Conservenfabriek) (Only the Dutch text is authentic) (83/670/EEC) THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Economic Community, Having regard to Council Regulation No 17 of 6 February 1962, First Regulation implementing Articles 85 and 86 of the Treaty (*), as last amended by the Act of Accession of Greece, and in particular Articles 3 (1) and 6 thereof, Having regard to the notifications made to the Com- mission on 30 June and 17 July 1981 by NV Ver- enigde Bedrijven Nutricia, Zoetermeer, in accord- ance with Article 4 of Regulation No 17, of the agreements it had signed with Drs F. A. de Rooij, Amersfoort, on 31 August 1979 and with Zuid-Hol- landse Conservenfabriek, Breda, on 6 June 1980, Having regard to the applications submitted to the Commission on the same dates by Nutricia for exemption of the agreements under Article 85 (3) of the EEC Treaty, Having regard to the Commission Decision of 3 November 1982 to initiate proceedings in these cases, Having given the undertakings concerned the opportunity of replying to the objections which the Commission had raised against them, in accordance with Article 19 (1) of Regulation No 17 and Com- mission Regulation No 99/63/EEC of 25 July 1963 on the hearings provided for in Article 19 (1) and (2) of Council Regulation No 17 (?), After consultation with the Advisory Committee on Restrictive Practices and Dominant Positions, (") OJ No 13,21.2.1962, p. 204/72. (2) OJ No 127, 20. 8. 1963, p. 2268/63. Whereas: (1 (2) (3) 4 I. THE FACTS The notifications concern non-competition clauses contained in agreements for the sale by NV Verenigde Bedrijven Nutricia, herein- after called ‘Nutricia’, of two of its subsidi- aries, Remia BV to Drs de Rooij and Luycks Producten BV to Zuid-Hollandse Conserven- fabriek BV, hereinafter called ‘Zuid’; (the undertakings sold will hereinafter be referred to as ‘Remia’ or ‘New Remia’, and ‘Luycks’ or ‘Luycks-Zuid’, depending upon whether the reference is to before or after the acquisitions notified to the Commission). Nutricia, which produces health and baby foods, had bought the two subsidiaries in 1974. Remia, which had prior to 1974 belonged to the de Rooij family, made sauces, margarine and materials for the bak- ing industry. Luycks also produced sauces as well as pickles and condiments, especially vinegar and mustard. Upon the acquisition of Remia and Luycks, Nutricia centralized the sales functions while retaining initially the original production facilities. The sales functions were carried out on behalf of the Nutricia Group by four sales divisions, of which two were the Luycks sales division, which sold sauces, pickles and con- diments and the Remia sales division which sold oils and fats and exported all the group’s products. After a few years of profitable operation, Luycks moved into loss in 1977 and Remia in 1978. Nutricia reorganized its production facilities upon the advice of consultants, by concentrating sauce production in Remia while leaving the production of pickles and condiments with Luycks (which also received the pickles production of another of Nutri- cia’s subsidiaries). The reorganization was to