12. 7. 95 Official Journal of the European Communities No L 161/27 (Acts whose publication is not obligatory) COMMISSION COMMISSION DECISION of 17 February 1995 declaring a concentration to be compatible with the common market (Case IV/M.468 — Siemens/Italtel) (Only the English text is authentic) (95/255/EC) THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Community, Having regard to Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings ('), and in particular Article 8 (2) thereof, Having regard to the EEA Agreement and in particular Article 57 (1) thereof, Having regard to the Commission Decision of 14 October 1994 to initiate proceedings in this case, Having regard to the opinion of the Advisory Committee on Concentrations (3, Whereas : (1) The abovementioned operation concerns the establishment of a joint venture between STET — Societa Finanziaria Telefonica — per Azioni (‘STET’) and Siemens Aktiengesellschaft (‘Siemens’). (') OJ No L 395, 30. 12. 1989, p. 1. Corrigendum : OJ No L 257, 21. 9. 1990, p. 13. @ OJ No C 176, 11. 7. 1995, p. 4. @ &) @ L. THE OPERATION AND THE PARTIES On 26 March 1994, STET and Siemens signed a memorandum of understanding aimed at the crea- tion of a European Telecom group capable of playing a major role as an international supplier. In the notified operation the parties will transfer to the joint venture their Italian subsidiaries, Italtel and Siemens Telecomunicazioni (ST), for deve- loping, manufacturing, sales and service activities in the field of telecommunications. STET and Siemens will create a holding to which STET will transfer initially 60 % of the capital stock of Italtel (the remaining 40 % equity being contributed later) and Siemens will contribute by transferring the whole capital stock of ST as well as an amount in cash. STET is an Italian company of which 46,61 % of the capital shares (64,20 % of the ordinary voting shares) is owned by the Istituto per la Ricostruzione Industriale SpA (IRI). STET coordinates the activ- ities of a group of companies operating in the field of telecommunications. STET operates a fully independent company and its stock is quoted on the Milan Stock Exchange. IRI's function is limited to that of a holding company on behalf of the Italian State, and for the purposes of this notification, STET is considered to be ‘an economic unit with an independent power of decision’ as described in recital 12 of the Merger Regulation.