Brussels, 22 October 2013
Mergers: Commission opens in-depth investigation into proposed acquisition of Cemex West by Holcim
The European Commission has opened an in-depth investigation to assess whether the planned acquisition of the German company Cemex West by its Swiss rival Holcim is in line with the EU Merger Regulation. Both companies are global suppliers of cement and other building materials. The Commission has concerns that the transaction may reduce competition in parts of Germany and Belgium where Cemex West is an actual or potential competitor of Holcim. The opening of an in-depth inquiry does not prejudge the outcome of the investigation. The Commission now has 90 working days, until 10 March 2014, to take a decision.
Holcim intends to acquire part of Cemex Group’s activities in cement, ready-mix concrete, aggregates and cementitious materials in western Germany together with a small number of plants and sites located in France and the Netherlands.
The Commission’s initial market investigation indicated that the proposed transaction may substantially lessen competition in parts of Germany and Belgium where Holcim and Cemex West compete or are well placed to compete. In particular, the Commission is concerned that the transaction could enable cement producers active in Germany and Belgium to coordinate their market behaviour, or facilitate such coordination.
The Commission's assessment takes account of the specific characteristics of the cement industry, such as the high concentration of the market in Germany and Belgium, high entry costs, the importance of commercial and structural links between firms, the level of transparency of cement prices and output and the past operation of cartels by cement companies in Belgium and Germany. In this context, the removal of a significant player such as Cemex West could render coordination more effective and sustainable, thus potentially removing incentives for competitors to expand in regions where Holcim is strong.
Moreover, the Commission's investigation showed that Holcim and Cemex West are the main German suppliers of granulated blast furnace slag (“GBS”), a by-product of steel production that is used as a substitute to clinker for the production of cement and as a substitute to cement for the production of concrete. The Commission's initial market investigation revealed that the strong market position of Holcim and Cemex West could enable the merged entity to raise GBS prices in the absence of a sufficient competitive constraint from the remaining players.
The Commission will now investigate the proposed acquisition in-depth to determine whether its initial concerns are confirmed or not. The case was notified to the Commission on 3 September 2013.
Holcim is a Swiss-based global supplier of cement, aggregates, ready-mix concrete as well as asphalt and cementitious materials with operations in more than 70 countries.
Cemex West consists of a number of operating entities which are subsidiaries of the Cemex Group, headquartered in Mexico. The Cemex Group is a global building materials company active worldwide in cement, ready-mix concrete, aggregates and related building materials. The Cemex West assets are located in North Rhine-Westphalia, Rhineland-Palatinate and Saarland in Germany with some assets in France and the Netherlands near the German border.
The Holcim/Cemex West transaction is linked to another concentration by which Cemex will acquire control of the whole of Holcim's activities in cement, ready-mix concrete and aggregates in the Czech Republic and Spain. This second transaction does not meet the turnover thresholds of the Merger Regulation and was therefore notified to the Spanish and Czech competition authorities. However, following a request from Spain under Article 22 of the Merger Regulation, the Commission accepted to assess the part of the second transaction related to Spain (see IP/13/977 of 18 October 2013). The Czech competition authority elected not to join the Spanish request and is continuing its examination of the potential effects of the second transaction on competition in the Czech Republic. The opening of the in-depth investigation in the Holcim/Cemex West case is without prejudice to the outcome of the cases relating to Spain and the Czech Republic.
Merger control rules and procedures
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.
The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has a total of 25 working days to decide whether to grant approval (phase I) or to start an in-depth investigation (phase II).
There are currently no other on-going phase II merger investigations.