Brussels, 12 February 2014
Mergers: Commission clears reacquisition of Acciai Speciali Terni and VDM by ThyssenKrupp, concluding the remedy implementation process following the Outokumpu/Inoxum merger
The European Commission has concluded that the proposed reacquisition of Acciai Speciali Terni (AST) and Outokumpu VDM (VDM) by ThyssenKrupp AG (TK) is in line with the EU merger regulation. The reacquisition does not raise any competition concerns, since the merged entity will continue to face a number of credible competitors.
This decision constitutes the final step in the implementation of the remedies which formed the basis for the Commission's 2012 conditional clearance of the acquisition by Outokumpu (OTK) of TK's stainless steel division, Inoxum (see IP/12/1185). The Commission had cleared the transaction subject to the divestment of AST on 7 November 2012 and approved TK as a suitable purchaser for AST on 13 January 2014. The Commission still had to assess the proposed reacquisition of AST and VDM under the EU Merger Regulation to make sure that this transaction would not itself raise any competition concerns. The proposed acquisition was notified on 8 January 2014.
Commission Vice President in charge of competition policy Joaquín Almunia stated: "Our priority was to ensure that, despite the challenging market conditions, the Terni steel plant would find as rapidly as possible a suitable purchaser, and to protect its viability in the meantime. ThyssenKrupp has provided assurances that it will develop AST as a strong and credible competitor to Outokumpu and other market players. I believe that we have therefore managed to preserve competition in the European stainless steel market."
TK and AST's activities overlap only in the distribution of stainless steel products in a number of European countries. However, several other large distributors will remain active after the transaction in all countries where the parties operate, and the barriers for new competitors to enter these markets are moderate. For the rest, TK was no longer present in the markets where AST and VDM are active.
AST was originally part of TK's stainless steel business Inoxum. In its November 2012 conditional clearance decision in the Outokumpu/Inoxum case, the Commission found that OTK's acquisition of Inoxum would have created a player with a dominant position in the EEA market for cold-rolled stainless steel flat products, with market shares above 50%. The Commission therefore cleared the transaction subject to the divestment of AST within an initial deadline which would have expired in May 2013.
At OTK's request, and in the interest of an orderly divestment procedure, the Commission accepted to prolong the delay twice, until December 2013. As a condition for those extensions, the Commission has requested and obtained from OTK a number of commercial and financial guarantees which have contributed to the preservation of AST's competitiveness and viability in the interim.
OTK has subsequently submitted further requests for (1) a full waiver of the commitments, (2) a modification of the divestiture, and (3) a third extension of the divestiture deadline. The Commission has rejected these requests, the approval of which would have been detrimental for competition and disruptive for the divestment process.
On 29 November 2013, OTK and TK publicly announced an agreement pursuant to which TK would reacquire AST and VDM, together with additional assets, from OTK. In order to comply with the independence requirement of EU merger control rules, TK announced on the same day the sale of its 29.9% shareholding in OTK, and agreed to sever all other relevant links between the two companies.
TK is a large industrial player with a long tradition in stainless steel and a global distribution network. AST will now be its only stainless steel production plant, and will therefore enjoy privileged access to TK's large existing distribution network. TK has also provided to the Commission a business plan based on credible assumptions, as well as assurances that it intends to invest in AST and improve its profitability. On these grounds, the Commission concluded that TK's acquisition of AST would preserve effective competition by maintaining a fourth strong competitor in the EEA market for stainless steel, and approved TK as a suitable purchaser for AST on 13 January 2014.
Activities of the parties
TK is active in the production and distribution of steel and other materials, as well as elevators, plant technology, engineering and construction services, and components for the car, construction and engineering industry.
AST is active in the production and distribution of stainless steel products. In order to obtain clearance of its acquisition of Inoxum, OTK pledged to also divest AST's forging business (Societá delle Fucine), as well as distribution centres in Ceriano Laghetto (Italy), Willich (Germany), Tours (France), and warehouses in Padova, Ancona, Florence, and Bologna (Italy). In the present transaction TK purchased also the tube making plant Tubificio di Terni (Italy), and steel service centres in Barcelona (Spain) and Gebze (Turkey) which were not part of the original divestment business.
VDM produces high performance alloys.
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).