The hottest purchase of Brazil bull failed and was

Failed to acquire Brazil bull, and was fined 300000 in China

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core tip: [China Packaging News] the global pulp and paper giant Indonesia Jinguang group has been annoyed recently, and its wholly-owned subsidiary paperexcellence had already acquired Brazil E and then ldorado group, But

[China Packaging News] the global pulp and paper giant Indonesia Jinguang group has been annoyed recently. Paperexcellence, a wholly-owned subsidiary, had already acquired the holding Brazilian Eldorado group, but because of the price problem, it was cancelled by the major shareholders of Eldorado, and was about to go through the arbitration procedure. The cooked duck was about to fly away from its mouth. (the exclusive | app acquisition of Eldorado changed, and the transaction was not completed within the specified time)

in China, it was also this acquisition case. Because it did not declare information according to law for antitrust investigation, it was divided by the State Administration of market supervision and administration by an administrative penalty of 300000 yuan. It was really a loss of wife and soldiers

State Administration of market supervision

decision on administrative punishment

Guo Shi Jian Chu [2018] No. 4

Party: paperexcellencebv

address: ducuserstratndbuilding, 1081cn, Amsterdam, Netherlands

according to the "anti trust China Baowu: China Baowu as a global steel technology leader judgment law", "Interim Measures for the investigation and handling of concentration of undertakings not declared in accordance with the law" (hereinafter referred to as the "Interim Measures"), On March 28, 2018, this machine filed an investigation into paperexcellencebv (hereinafter referred to as pebv)'s acquisition of 100% equity of Eldorado brasilceluloses.a., hereinafter referred to as Eldorado, which is suspected of failing to declare the illegal concentration of business operators according to law

after investigation, pebv's acquisition of 100% equity of Eldorado constitutes a concentration of undertakings that has not been declared and implemented in violation of the law, but does not have the effect of excluding and restricting competition. In accordance with the provisions of the administrative punishment law, this organ served the notice of administrative punishment to pebv, informing it of the facts, reasons, evidence, punishment content of the decision of administrative punishment, as well as its rights of statement, defense and hearing according to law. Pebv did not make statements, defend opinions or request a hearing within the specified time limit. The case has been investigated and heard

I. Basic Information

(I) participants

acquirer: pebv. Pebv was registered in the Netherlands in 2008 and wholly controlled by jacksonwijaya, an Indonesian natural person. It specializes in the production of wood pulp for papermaking and has production plants in Canada, France and other places. In 2016, the global turnover of pebv was 9.03 billion yuan, and the turnover in China was 2.91 billion yuan

acquiree: Eldorado. Eldorado was incorporated in Sao Paulo, Brazil, in 2005. The ultimate controller is JF Investment Co., Ltd. (hereinafter referred to as JF). Before the transaction, JF directly held about 63.59% shares of Eldorado, fipflorestol held about 34.45% shares of Eldorado, fipolimpia held about 1.96% shares of Eldorado, and JF independently controlled Eldorado. Eldorado produces and exports wood pulp for papermaking to many countries. In 2016, Eldorado's global turnover was 5.65 billion yuan and China's turnover was 1.75 billion yuan

(II) transaction overview. China's petrochemical fires and fires caused by building thermal insulation materials have aroused widespread concern in the whole society

on September 2, 2017, pebv and its subsidiary cainvestment (Brazil) S.A. (hereinafter referred to as CA) and JF signed a share purchase agreement on the acquisition of Eldorado equity. The agreement stipulates that the transaction is implemented in three stages, namely, the initial sale and purchase, the first sale and purchase, and the second sale and purchase

initial sale and purchase: on September 25th, 2017, CA acquired about 13% of Eldorado shares held by JF

first sale and purchase: on December 12, 2017, CA acquired about 33.46% shares of Eldorado held by fipflorestol, (omitted). As of February 15, 2018, CA held about 49.41% shares of Eldorado

(omitted), the second sale and purchase involves all shares of Eldorado, which has not yet been implemented. (omitted)

II. Illegal facts and reasons

(I) this case constitutes a concentration of undertakings that has not been declared for illegal implementation in terms of key strategic materials according to law

this transaction is an equity acquisition. Pebv purchases 100% of the equity of Eldorado through its subsidiaries. After the transaction is completed, it will obtain the control right of Eldorado, which is in line with Article 20 of the anti monopoly law and constitutes a concentration of business operators. The turnover of pebv in China in 2016 was 2.91 billion yuan, and the turnover of the target company in China in 2016 was 1.75 billion yuan, which met the declaration standard specified in Article 3 of the provisions of the State Council on the declaration standard of business concentration, which belongs to the situation that should be declared

the parties to the transaction signed the share purchase agreement on September 2, 2017. As of February 15, 2018, pebv had obtained about 49.41% of the shares of Eldorado through its subsidiary ca. before that, pebv had not declared in accordance with the law, violating Article 21 of the anti monopoly law, constituting a concentration of undertakings that had not been declared in accordance with the law

(II) this case has no effect of excluding or restricting competition

the authority has evaluated the impact of pebv's acquisition of 100% equity of Eldorado on market competition, and the evaluation believes that the concentration of business operators will not have the effect of excluding and restricting competition

III. basis and decision of administrative punishment

based on the above investigation and evaluation conclusion, this authority plans to impose an administrative penalty of 300000 yuan on pebv in accordance with articles 48 and 49 of the anti monopoly law and Article 13 of the interim measures

according to Article 46 of the administrative punishment law, the party concerned shall, within 15 days from the date of receiving the decision on administrative punishment, bring the payment code to any bank or bank of 12 central financial non tax revenue collection agent banks (industry, agriculture, China, construction, transportation, CITIC, Everbright, China Merchants, postal savings, Huaxia, Ping'an, and industrial) or pay a fine according to the decision on administrative punishment. Payment code: (omitted)

if the party concerned is not satisfied with the above decision on administrative punishment, he may apply to the State Administration of market supervision for administrative reconsideration within 60 days from the date of receiving the decision on administrative punishment; Or bring an administrative lawsuit to the people's court according to law within six months from the date of receiving the decision of administrative punishment. During the period of administrative reconsideration or administrative litigation, the implementation of this decision on administrative punishment shall not be suspended

State Administration of market supervision

July 30, 2018

(Disclosure attribute: active disclosure)