Brussels, 23 April 2014
Mergers: Commission opens in-depth investigation into proposed acquisition of Holcim assets by Cemex
The European Commission has opened an in-depth investigation to assess whether the planned acquisition of the Spanish operations of Swiss building materials group Holcim ("Holcim assets") by its Mexican rival Cemex 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 certain areas of Spain where the two companies' activities overlap. The opening of an in-depth inquiry does not prejudge the outcome of the investigation. The Commission now has 90 working days, until 5 September 2014, to take a decision.
Cemex intends to acquire sole control over the whole of Holcim's activities in cement, ready-mix concrete, aggregates and mortar in Spain.
The Commission's initial market investigation indicated that the proposed transaction may substantially lessen competition in the market for grey cement in certain areas of Spain.
The Commission's assessment takes account of the specific characteristics of the cement industry in some areas of Spain, including the high level of concentration, high entry costs, the importance of commercial and structural links between firms and the level of transparency of cement prices and output. In this context, the removal of Holcim could facilitate coordination between the remaining competitors in this market. Indeed, collusion based on an allocation of customers and parallel increase of prices could become more effective and sustainable because of the reduction in the number of independent competitors and the fact that the remaining players would be more similar (so-called “market symmetry”).
Moreover, the Commission's investigation has shown that the merged entity might be able to exercise significant influence on the level of prices for grey cement in certain other areas, where the parties are strong rivals and the remaining competitors (such as Cementos La Cruz and Cementos La Unión among others) might not be able to react to a price increase.
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 28 February 2014.
Cemex, which is headquartered in Mexico, is a global building materials company active in cement, ready-mix concrete, aggregates and related building materials.
The Holcim assets comprise plants and quarries dedicated to the production and supply of cement, aggregates, ready-mix concrete and mortar in Spain. Holcim, which is headquartered in Switzerland, is a global supplier of cement, aggregates, ready-mix concrete as well as asphalt and cementitious materials with operations in more than 70 countries.
The Cemex/Holcim assets transaction is linked to two other transactions: Through the first related transaction Cemex intends to acquire control of the whole of Holcim's activities in cement, ready-mix concrete and aggregates in the Czech Republic. This operation has been cleared by the Czech competition authority in March 2014, as it mainly concerns competition on the Czech market. In another linked transaction, Holcim intends to acquire certain assets of Cemex located in western Germany. The Commission opened an in-depth investigation into that transaction in October 2013 (see IP/13/986). The opening of today's in-depth investigation is without prejudice to the outcome of Holcim/Cemex West case for which the deadline is 8 July 2014.
The Cemex/Holcim assets transaction does not meet the turnover thresholds of the EU Merger Regulation. However, following a referral request from Spain, the Commission accepted to assess the transaction related to Spain (see IP/13/977).
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).
In addition to the two cases related to the cement market, there are currently four other on-going phase II merger investigations. The first one concerns the proposed creation of a joint venture between the chemicals companies INEOS and Solvay (see IP/13/1040). The deadline for this investigation is 16 May 2014. The second on-going investigation, the planned acquisition of Telefónica Ireland by Hutchison 3G UK (H3G), relates to the markets for retail mobile telephony and for wholesale access and call origination in Ireland (see IP/13/1048). The deadline is suspended from 1 April 2014. The third on-going investigation concerns the proposed acquisition of E-Plus by Telefónica Deutschland (see IP/13/1304 and IP/14/95) with a deadline for the final decision on 23 June 2014. The last one concerns the proposed acquisition of titanium dioxide assets of Rockwood by Huntsman (see IP/14/220).