21.1.2003 Official Journal of the European Communities L 15/35 COMMISSION DECISION of 20 December 2001 declaring a concentration to be compatible with the common market and the EEA Agreement (Case COMP/M.2389 Shell/DEA) (notified under document number C(2001) 4526) (Only the English text is authentic) (Text with EEA relevance) (2003/26/EC) THE COMMISSION OF THE EUROPEAN COMMUNITIES, Having regard to the Treaty establishing the European Community, Having regard to the Agreement on the European Economic Area, and in particular Article 57(2)(a) thereof, Having regard to Council Regulation (EEC) No 4064/89 of 21 December 1989 on the control of concentrations between undertakings (), as last amended by Regulation (EC) No 1310/97 (3), and in particular Article 8(2) thereof, Having regard to the Commission's decision of 23 August 2001 to initiate proceedings in this case, Having given the undertakings concerned the opportunity to make known their views on the objections raised by the Commission, Having regard to the opinion of the Advisory Committee on Concentrations (%), Having regard to the final report of the Hearing Officer in this case (%), WHEREAS: I. INTRODUCTION () On 10 July 2001, the undertakings Deutsche Shell GmbH (Deutsche Shell) and RWE Aktiengesellschaft (RWE) notified the Commission, in accordance with " O] L 395 30.12.1989, p. 1, corrected version O] L 257, 21.9.1990, p. 13. () OJ L 180, 9.7.1997, p. 1. (3 o)cC.. * ocC.. Article 4 of Regulation (EEC) No 406489 (the Merger Regulation), of a proposed concentration by which Deutsche Shell and RWE acquire, within, the meaning of Article 3(1)(b) of the Merger Regulation, joint control of a newly created joint venture (Shelll DEA or JV) that will combine their respective downstream oil and petrochemicals businesses. After an interim period ending on 1 July 2004 at the latest, Shell will acquire sole control of the combined businesses. After examination of the notification, the Commission by decision of 23 August 2001 concluded that the notified operation fell within the scope of the Merger Regulation and raised serious doubts as to its compatibility with the common market and the functioning of the EEA Agreement. The Commission accordingly initiated proceedings in this case pursuant to Article 6(1)(c) of the Merger Regulation and Article 57 of the EEA Agreement. II. THE PARTIES AND THE OPERATION The Dutch-British Royal Dutch/Shell group of companies  (Shell) is active world-wide in the exploration, production and sale of oil and natural gas, the production and sale of chemicals, power generation and the production of energy from renewable resources. Shell's wholly owned subsidiary Deutsche Shell GmbH is active mainly in the refining of crude oil and the distribution and sale of refined products in Germany, in the production, distribution and sale of certain chemicals, in the production and distribution of natural gas and crude oil, and in the solar energy business. RWE is the ultimate parent company of a group of companies focusing on a multi-utility strategy with activities in energy, water distribution and treatment, mining and raw materials, environmental services, petroleum and chemicals, industrial systems and construction. The upstream and downstream oil and petrochemicals business of RWE is operated via its