1999/594/EC: Commission Decision of 18 February 1998 imposing fines for failing to notify and for putting into effect a concentration in breach of Article 4(1) and Article 7(1) of Council Regulation (EEC) No 4064/89 (Case IV/M.920 - Samsung/AST) (notified under document number C(1998) 392) (Text with EEA relevance) (Only the English text is authentic)

• CELEX: Regulation (EEC) No 4064/89
• Articles: 3

Article 1

1. A fine of ECU 5000 is hereby imposed on Samsung Electronics Co., Ltd pursuant to Article 14(1)(a) of Regulation (EEC) No 4064/89 for its failure to notify a concentration in accordance with Article 4 of that Regulation.

2. A fine of ECU 28000 is hereby imposed on Samsung Electronics Co., Ltd pursuant to Article 14(2)(b) of Regulation (EEC) No 4064/89 for putting into effect a concentration in breach of Article 7(1) of that Regulation.

Article 2

The fines referred to in Article 1 shall be paid to the Commission of the European Communities within three months of the date of notification of this Decision to account number 310-0933000-43 at the Banque Bruxelles-Lambert, Agence européenne, Rond-Point Schuman 5, B-1040 Brussels.

Upon expiry of that period, interest shall automatically be payable on the fines at the rate charged by the European Monetary Institute for transactions in ecus on the first working day of the month in which this Decision is adopted, plus 3,5 percentage points, namely 7,75 %.

Article 3

This Decision is addressed to:

Samsung Electronics Co., Ltd Samsung Main Building

250, 2-Ka, Taepyung-Ro, Chung-Ku

Seoul , Korea 100-742

Done at Brussels, 18 February 1998.

For the Commission

Karel VAN MIERT

Member 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 241, 26.8.1999.

(3) OJ C 203, 3.7.1997, p. 3.

(4) OJ L 377, 31.12.1994, p. 1.

(5) Strategic Alliance Agreement (27 February 1995), Stock Purchase Agreement (27 February 1995), Amendment No 1 to Stock Purchase Agreement (1 June 1995), Patent Cross Licence Agreement (31 July 1995), Component Sales Agreement (31 July 1995), Joint Development and Technical Cooperation Agreement (31 July 1995), Amendment No 2 to Stock Purchase Agreement (29 July 1995), Stockholder Agreement (31 July 1995).

(6) AST began experiencing difficulties in the early 1990s and has incurred cumulative net losses during calendar years 1994, 1995 and 1996 of approximately USD 800 million.

(7) Article 5(a) of the restated certificate of incorporation of AST, Exhibit A of the Stock Purchase Agreement dated as of 27 February 1995 between AST and Samsung: "The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors".

(8) Article III, Section 8 of the bylaws of AST as amended through 31 July 1995: "... a majority of the directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors and the affirmative vote of not less than a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors."

(9) "As discussed during our meeting of 30 April 1997, the notifying parties hereby withdraw their request for a derogation from the obligation not to put into effect the transaction which was consummated in January 1996."

(10) See, for instance, a pre-notification memorandum of 16 April 1997, the notification of the operation by the parties of 22 April 1997 and the reply to the Statement of Objections of 14 July 1997.

(11) See paragraph 6 of the Decision of 26 May 1997.

(12) In this case, a competitor made clear, in a response to a letter under Article 11 of the Merger Regulation, that Samsung acquired ownership of AST before the acquisition of the whole of AST by way of public bid announced on 14 April 1997.

(13) Sec. 801(b)(1).

(14) OJ C 207, 18.7.1996, p. 4.

(15) Community-wide turnover in 1996: ECU [deleted as a business secret].