98/663/EC: Commission Decision of 26 June 1997 declaring a concentration to be incompatible with the common market (Case No IV/M.890 - Blokker/Toys 'R' Us) (notified under document number C(1997) 1884) (Only the English text is authentic) (Text with EEA relevance)

Decision · 4 articles

Data as of 2026-07-04 · Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗

Article 1

The concentration by which Blokker Holding BV acquires the Dutch operations of Toys 'R` Us Inc. is declared incompatible with the common market and with the functioning of the EEA Agreement.

Article 2

Blokker is ordered: (a) to transfer the following assets, rights and obligations to its wholly owned subsidiary Speelhoorn BV: (i) all of Blokker's rights and obligations pursuant to the Franchise Agreement dated 3 February 1997, between Blokker and Toys 'R` Us, (ii) all of Blokker's rights and obligations pursuant to the Marketing Subsidy Agreement of 3 February 1997 between Blokker and Toys 'R` Us; and (iii) all the assets acquired by Blokker pursuant to the Asset Purchase Agreement of 3 February 1997 between Blokker and Toys 'R` Us. This transfer must be implemented as soon as practical after the notification to Blokker of this Decision and in any event no later than the date on which Blokker enters into a binding letter of intent with a third party on the sale of a majority shareholding in Speelhoorn BV; (b) to divest itself of at least 80 % of the total share capital of Speelhoorn BV in the following way. Up to 20 % of the total share capital of Speelhoorn BV shall be transferred to Toys 'R` Us. At least 60 % of the total share capital of Speelhoorn BV shall be transferred to a third party. The third party shall be given the possibility to purchase the total share capital of Speelhoorn BV or at least the 80 % held by Blokker. The third party must be an independent undertaking unconnected to the Blokker group and must be able to maintain and develop Speelhoorn BV as a viable and active competitive force in the market for specialised toy retailing. Blokker may hold one seat on the management board of Speelhoorn BV on condition that the third party has at least three seats and Toys 'R` Us has one seat. Blokker may hold the seat no longer than for a period of [. . .] years, following the transfer of a majority shareholding to a third party [. . .]; (c) to appoint a banker with recognised experience in the sale of undertakings to act on its behalf to sell a majority shareholding in Speelhoorn BV, if it has not entered into a binding letter of intent on the sale of a majority shareholding in Speelhoorn BV by [. . .]; (d) to provide to the Commission written reports on a monthly basis concerning the relevant developments in its or the banker's negotiations with third parties concerning the transfer of a majority shareholding in Speelhoorn BV; (e) to obtain the approval of the Commission before entering into a binding letter of intent with such a third party. In a request for approval, evidence that the third party satisfies the requirements set out in (b) must be produced in order to put the Commission in a position to assess the choice of a third party. If the Commission does not either formally indicate its disagreement with the choice of the third party or require further evidence that the third party satisfies the requirements set out in (b) within two weeks after submission of the request, the transfer of the share capital to a third party shall be free to proceed.

Article 3

In the event that Blokker fails to enter into a binding letter of intent with a third party before [. . .] in the manner set out in Article 2, Blokker is ordered to transfer all rights, obligations and assets acquired pursuant to the Letter Agreement of 24 December 1996 to Toys 'R` Us [. . .]. Blokker is not obliged to terminate any employment agreements.

Article 4

This Decision is addressed to: Blokker Holding BV Van der Madeweg 13 The Netherlands 1099 BS Amsterdam Done at Brussels, 26 June 1997. For the Commission Karel VAN MIERT Menber of the Commission (1) OJ L 395, 30.12.1989, p. 1; corrected version, OJ L 257, 21.9.1990, p. 13. (2) OJ C 363, 25.11.1998. (3*) This version of the Decision has been edited to ensure that confidential information is not disclosed. (4) OJ L 359, 28.12.1988, p. 46. (5) Commission notice on the notion of a concentration under Council Regulation (EEC) No 4064/89, paragraph 11 (OJ C 385, 31.12.1994, p. 5). (6) Judgment of the Court of Justice of the European Communities in Case 56/65 Société Technique Minière v. Maschinenbau Ulm [1966] ECR, p. 235. (7) These studies will be discussed below (paragraphs 24 to 25). (8) EIM/Centrum voor Retail Research, Brancheschets Speelgoeddetailhandel, 1996 and 1997. (9) Gfk Interact Consumer Panel 1996. (10) Since the proportion of these products in Blokker's turnover seems to be higher than that of its competitors, the inclusion of these products would only increase Blokker's market share among the specialised toy retailers. (11) Commission Decision 97/277/EC in Case IV/M.784 - Kesko-Tuko (OJ L 110, 26.4.1997, p. 53, paragraph 21). (12) Otto Simon BV was formerly operating under the name Toypartners BV. (13) Techno Hobby does not carry a broad assortment as defined above. The question whether it should be part of the relevant market can be left open since it would make a substantive difference to the assessment. For the purpose of this case, it is incorporated in the market share of Otto Simon. (14) For the purpose of calculating market shares, other products such as books, sports articles, watches and children's videotapes are not taken into account. Since not all Blokker's competitors sell CD-ROMs in their toy department (department stores), CD-ROMs are not taken into account in calculating Blokker's market share. For these reasons, the Commission has based the calculation of Blokker's market share on a turnover figure of which 20 % has been deducted as indicated by Blokker. (15) Commission Decision 97/277/EC in Case IV/M.784- Kesko/Tuko (OJ L 110, 26.4.1997, p. 53, paragraph 106). (16) Commission Decision 94/449/EC in Case IV/M.308 - Kali & Salz Mdk Treuhand (OJ L 186, 21.7.1994, p. 38, paragraph 71); Commission Decision 97/610/EC in Case IV/M.774 Saint-Gobain/Wacker-Chemie/NOM (OJ L 247, 10.9.1997, p. 1, paragraph 247). (17) Opinion of Advocate-General Tesauro of 6 February 1997 in Joined Cases C-68/94 and C-30/95 France v. Commission [1998] ECR I, p. 1375, paragraph 49 et seq.

Source: EUR-Lex (Publications Office of the EU), © European Union, reuse permitted under Commission Decision 2011/833/EU.

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