Description of Activities

Description of transaction: The proposed transaction involves a move from joint to sole control, in that, due to the expiry of certain clauses in the voting rights pooling agreement between the parties, Springer Science+Business Media Galileo Participation S.á r.l. (“SSBM”) will lose any form of control over Springer Nature AG & Co KGaA (“SN”), and GvH Vermögensverwaltungsgesellschaft XXXIII mbH (“GvH33”) will acquire sole control.

Acquiring group: The primary acquiring undertaking is GvH33, a limited liability company incorporated in Germany. GvH33 is a wholly owned indirect subsidiary of Georg von Holtzbrinck GmbH & Co. KG (“HBK”), which is the parent company of the Holtzbrinck Group. Other than through SN, the acquiring group directly or indirectly does not control any entity in Namibia. GvH33 is merely a holding company for its ultimate parent company, HBK, and has no other business activities. HBK is an international media company active in areas including general interest publishing, digital media, newspapers, and educational materials. HBK produces, publishes, and distributes work across a range of genres, from fiction to non-fiction, worldwide in the form of printed books, e-books, and audiobooks. The publishing group includes, among others, the English-language general interest publishers Macmillan Publishers in the US and Pan Macmillan in the UK. HBK has no physical presence and only very limited sales in Namibia.

Target undertaking: The primary target undertaking is SN, a joint venture between HBK (through GvH33) and SSBM. SN is a company incorporated in Berlin and listed on the Frankfurt Stock Exchange. SN directly controls several entities worldwide. In Namibia, its activities are conducted through its subsidiary Macmillan Education Namibia Publishers (Pty) Ltd (“Macmillan Education Namibia”). SN is an internationally active academic publisher. It publishes and distributes digital and printed content in the form of journals and books, which are primarily aimed at researchers and academics at universities, as well as at R&D departments of industrial companies and government-funded research institutes. Among other activities, SN offers educational materials under the Macmillan Education brand. In Namibia, it publishes and distributes a wide range of school textbooks for all year groups from preschool or nursery up to Year 12 under the Macmillan Education brand. 

Relevant market: The merging parties submit that the relevant market is the Namibian supply of school textbooks and accompanying materials segment. 

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