No L 294/14 Official Journal of the European Communities 15. 11. 96 COMMISSION DECISION of 17 July 1996 relating to a proceeding pursuant to Council Regulation (EEC) No 4064/89 (IV/IM.553 — RTL/Veronica/Endemol) (Only the English text is authentic) (96/649/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 Articles 8 (2) and 22 thereof, Having regard to the opinion of the Advisory Committee on Concentrations (%), Whereas: ) On 21 April 1995 the Commission received a request from the Dutch Government pursuant to Article 22 of Council Regulation (EEC) No 4064/89 (Merger Regulation) to examine the proposed joint venture Holland Media Groep SA (HMG) between RTL4 SA (RTL), Vereniging Veronica  Omroeporganisatie  (Veronica) and Endemol Entertainment Holding BV (Endemol). On 20 September 1995 the Commission adopted a decision (%} pursuant to Article 8 (3) in conjunction with Article 22 of the Merger Regulation, declaring the concentration incompatible with the common market. At the time when the decision was adopted the concentration had already been completed, since HMG had been created, all assets had been trans- ferred to HMG and broadcasting had begun on 1 September 1995. The Commission decided not to include in its decision under Article 8 (3) measures in application of Article 8 (4) of the Merger Regu- lation. The Commission announced that a separate decision would be adopted in order to restore conditions of effective competition and invited the parties to propose appropriate measures in this respect. () OJ No L 395, 30. 12. 1989, p. 1. Corrigendum: OJ No L 257, 21. 9. 1990, p. 13. () OJ No C 348, 19. 11. 1996, () O] No L 134, 5. 6. 1996, p. 32. ) ) I. Basic reasoning for the decision under Article 8 (3) of 20 September 1995 The Commission reached the conclusion that the creation of HMG would lead to the creation of a dominant position on the Dutch market for TV advertising and to the strengthening of an already existing dominant position of Endemol in the market for independent TV production. With regard to the Dutch TV advertising market it was concluded that HMG would be the clear market leader having a position high above that of the other players in the market. It would be in a position to counteract all active attempts to compete from existing players and would render the entrance of newcomers to this market very difficult. This analysis was essentially based on five elements: — the combination of the existing channels RTL4 and RTLS with the new commercial channel Veronica would lead to a high audience share of HMG in Dutch TV broadcasting. This had to be seen as the most important parameter for HMG's position on the TV advertising market, — the combination of the three channels RTL4, RTLS and Veronica would enable HMG to coordinate their programme schedules in order to attract a maximum of viewers and to target the most attractive groups for advertisers, — using RTLS as a fighting channel HMG would be able to directly counteract the programming of competing channels and new entrants on the market, thus leaving no room for new compet- itors such as SBS, — HMG would achieve a market share on the TV advertising market of at least 60 %, — the structural link with the biggest Dutch inde- pendent producer resulting from Endemol’s participation in HMG would give HMG pre- ferential access to Endemol’s very successful productions and therefore a further competitive advantage over other broadcasters.