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EuropeanCommission – Press release

Mergers: CommissionapprovesStaples’ acquisition of Office Depot, subject

to conditions

Brussels, 10 February 2016

Followingan in-depthreview, the EuropeanCommissionhasapprovedunder the EU Merger

Regulation the acquisition of officesuppliesdistributor Office Depot by Staples, subject to

conditions.

Followingan in-depthreview, the Commissionhasapprovedunder the EU MergerRegulation the acquisition of officesuppliesdistributor Office Depot by Staples, subject to the divestment of OfficeDepot’scontractdistribution business in Europe and entire business in Sweden.

CommissionerMargretheVestager, in charge of competition policy, said: „The substantialremediespackageofferedwillensurethateffectivecompetitionismaintained, in particular on the EU’sinternationalofficesupplies market. ThiswillallowEuropeancompanies to continue to benefit from theSingle Market by procuringtheirofficesuppliesinternationally and to reducecosts.”

The Commission’sinvestigation

Staples and Office Depot, both of the US, supplyoffice products such as stationery, paper and printersupplies (e.g. toner and inkcartridges) in severalEuropeancountries. Office products aremarketedthrough a number of saleschannelssuch as wholesale, contractsales and online sales.

The Commission’sinvestigationfocused on the effects of the transaction in the internationalcontractsales channel as well as in the nationalcontractsales channel in the Netherlands and Sweden.

Customers in the contractsales channel typicallypurchasetheirofficesupplies by enteringinto aframeworkcontract with a contractstationerfollowing a tender.

International contractsales

The investigationshowedthatonlyStaples, Office Depot and Lyrecoarecapable of enteringintointernationalsupplycontracts for large business customers in Europe, sincetheyarepresent inseveralcountries and canfulfilinternationalorders. Customers do not considerswitching to severalnationalcontracts as a sufficientlyattractivealternativebecause of the lowerpricesachievedunderinternationalcontracts and the savings in administrativecosts. Moreover, the competition fromspecialistsuppliers, such as companiessupplyingonlyprintercartridges, islimited as theyoffer asmallerproductrange and typicallycannotprovide the same services as thoseoffered by contractstationers.

The Commissionalsofoundthatbarriers to enter the contract market are high due to the specificrequirements of largecontractcustomerswhopurchaseundertenders. In particular, suppliersmust beable to offer a largerange of office products atcompetitiveprices in a number of countries. Therefore,newcompetitors in this market wouldneed to set upoperations in manycountriesorenterintoaninternationalalliance with companiesactive in othercountries.

The investigationalsoshowedthat online commercecompanies, such as Amazon, cannotcurrently beconsidered as competitors in the contract business market in Europe sincetheyonlyselloffice productsthrough the online sales channel.

The merger, as notified, wouldthereforehavecriticallyreducedcompetition in the already

concentrated market for internationalcontracts for officesupplies. The Commissioncame to the sameconclusionswhetherassessing the distribution of traditionalofficesupplies as a wholeor thedistribution of stationeryonly.

Nationalcontractsales and wholesale

The Commissionalsofoundthat the transactionwouldhavereducedcompetition in the markets fornationalcontracts with large business customers in the Netherlands and Sweden, as well as in thewholesalesupply of office products in Sweden. Thesewerefound to be particularlyconcentratedmarketswherefewalternativesuppliersareactive.

The transaction was notified to the Commission on 21 August 2015. The Commissionopenedanindepthinvestigation on 25 September 2015.

The commitments

To address the Commission’sconcerns the companiesoffered to divest:

– the whole of Office Depot’scontractdistribution business in the EuropeanEconomicArea (EEA)and Switzerland to addressboth the competitionconcerns in internationalcontractsales, as well asin nationalcontractsales in Sweden and the Netherlands;

-Office Depot’sentire business operations in Sweden to alsoaddress the competitionconcerns inthe Swedishwholesale market for the supply of office products.

The Commissionconcludedthat the commitmentsremove the entireoverlapbetween the mergingcompanies in allmarketswhereconcernswereraised, thusensuringthatanimportantalternativewillremainavailable on thesehighlyconcentratedmarkets.

Staplescanonlyimplement the acquisition of Office Depot once the Commissionhasassessed andapproved the divestiture to a suitablepurchaser.

Review in otherjurisdictions

Throughoutitsinvestigation, the Commissionhascooperatedclosely with the Canadian CompetitionBureau and the US Federal Trade Commission. On 7 December 2015, bothauthoritiesannouncedtheywould challenge the merger.

The marketsanalysed by the Commissionareseparate from thoseunderscrutiny in the US and

Canada and the competitiveconditionsdiffer, in particular in terms of strength and number of

competitors. The Commission’sconditionalclearancehas no bearing on the ongoing regulatory proces in otherjurisdictions.

Mergercontrolrules and procedures

The Commissionhas the duty to assessmergers and acquisitionsinvolvingcompanies with a turnoverabovecertainthresholds (seeArticle 1 of the MergerRegulation) and to preventconcentrationsthatwouldsignificantlyimpedeeffectivecompetition in the EEA or a substantial part of it.

In addition to thisinvestigation, therearecurrentlythreeother in-depthmergerinvestigations:

– the proposedacquisition of Telefónica UK by Hutchinson 3G UK, with a decision deadline on 22April 2016

-the proposedacquisition of oilfield service provider Baker Hughes by rival Halliburton, with a

decision deadline on 23 June 2016

-the proposedacquisition of the Greek gastransmission system operator DESFA by the Azeristateoilcompany SOCAR

-Moreinformation on thiscaseisavailable on the Commission’scompetitionwebsite, in the public caseregister under the casenumber M.7555 .

Press contacts:

Ricardo CARDOSO (+32 2 298 01 00)

Carolina LUNA GORDO (+32 2 296 83 86)

General public inquiries: Europe Direct by phone 00 800 67 89 10 11 or by email