|COMMISSION OF THE EUROPEAN COMMUNITIES |

Brussels, 12/11/2009

SG-Greffe(2009) D/8805/ 8806

C(2009) 9024

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

To the notifying parties:

Dear Madam(s) and/or Sir(s),

Subject: Case No COMP/M.5665 - CD&R/ CMH/ JDHI Notification of 12/10/2009 pursuant to Article 4 of Council Regulation (EC) No 139/2004 [1] Publication in the Official Journal of the European Union No C 252 of 22/10/2009, p. 12.

1. On 12/10/2009, the Commission received notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which Clayton, Dubilier & Rice Fund VIII, L.P. ('CD&R Fund VIII', U.S.A.) and Commercial Markets Holdco., Inc. ('CMH', U.S.A.) acquire within the meaning of Article 3(1)(b) of the Council Regulation joint control of JohnsonDiversey Holdings, Inc. ('JDHI', U.S.A.) by way of purchase of shares.

The business activities of the undertakings concerned are:

- CD&R Fund VIII is a private equity fund that belongs to the Clayton, Dubilier & Rice private equity investment group based in the U.S.A. Clayton, Dubilier & Rice make its investments through a number of different funds that hold a portfolio of companies active in a variety of different economic sectors;

- CMH is a family controlled holding company with no business other than holding shares in JDHI;

- JDHI is the owner of essentially all of the shares of the operating company JohnsonDiversey, Inc. (Wisconsin, U.S.A.), a worldwide supplier of cleaning, hygiene and sanitizing products, equipment and related services to the institutional and industrial cleaning and sanitation markets.

2. After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation (EC) No 139/2004 and of paragraph 5 (c) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004[2] .

3. For the reasons set out in the Notice on a simplified procedure, the Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of Council Regulation (EC) No 139/2004.

For the Commission (signed) Philip LOWE Director General

[1] OJ L 24, 29.1.2004, p. 1.

[2] OJ C 56, 05.3.2005, p. 32.