Brussels, 5 June 2014
Mergers: Commission approves acquisition of Cemex West by Holcim in the building materials sector
Following an in-depth investigation (see IP/13/986), the European Commission has cleared under the EU Merger Regulation the proposed acquisition of Cemex West by its Swiss rival Holcim. Cemex and Holcim are global suppliers of cement and other building materials. Cemex West comprises Cemex's activities in grey 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 concluded that the acquisition would not raise competition concerns since the merged entity will continue to face sufficient competition from its rivals in all markets concerned.
On 22 October 2013, the Commission opened an in-depth investigation over concerns that the proposed transaction could substantially lessen competition by removing Cemex West as an actual or potential competitor in parts of Germany and in Belgium. The Commission was also concerned that the transaction could enable grey cement producers to coordinate their market behaviour, or facilitate such coordination, by potentially removing incentives for competitors to expand in regions where Holcim is strong, such as in Belgium and northern Germany.
In addition, the Commission was concerned about the effect of the transaction on competition in the market for granulated blast furnace slag (“GBS”), a cementitious material. GBS is a by-product of steel production that is used as a substitute for clinker in the production of cement and, in its ground form, as a substitute for cement in the production of concrete. The Commission was concerned that the transaction could enable the merged entity to raise GBS prices in the absence of a sufficient competitive constraint from the remaining suppliers.
However, the Commission's in-depth investigation has shown that the merged entity will face competition from a number of players in the various geographic markets around the parties' grey cement production facilities in Germany, Belgium and north-eastern France. Holcim and Cemex West do not impose significant competitive constraints on each other in those markets. As such the transaction will not lead to the elimination of an important actual or potential competitor to Holcim.
The Commission's investigation also covered whether the transaction would give rise to or facilitate market coordination in the grey cement markets. Those markets are prone to coordination due to, among other things, the homogeneity of the product, the presence of the same competitors in different geographic markets and a certain level of market transparency. However, the Commission concluded that the transaction itself was unlikely to result in making any such potential coordination easier, more stable or more effective to a degree that would raise competition concerns.
Moreover, the Commission found that the merged entity will continue to face competition from a number of competitors in the markets for GBS - in particular from steel manufacturers - with appreciable market shares. The Commission also found that there is currently an oversupply of GBS in the market.
The Commission therefore concluded that the transaction would not raise competition concerns.
The transaction 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. 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 (M.7054, see IP/13/977). The Commission opened an in-depth investigation in that case on 23 April 2014 (see IP/14/472).
The Czech competition authority elected not to join the Spanish referral request and cleared Cemex's acquisition of Holcim's activities in the Czech Republic without conditions after an in-depth investigation on 12 March 2014.
Today's decision in the Holcim/Cemex West case does not prejudge the outcome of the Commission's ongoing investigation of the Cemex/Holcim assets case.
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).
Besides the on-going in-depth investigation in the Cemex/Holcim assets case (see IP/14/472), for which the deadline for a final decision is 5 September 2014, there are currently three other ongoing phase II merger investigations. The first one concerns the proposed acquisition of E-Plus by Telefónica Deutschland (see IP/13/1304 and IP/14/95) where the deadline for the final decision is 10 July 2014. The second concerns the planned acquisition of Rockwood's titanium dioxide business by Huntsman (see IP/14/220) where the final decision deadline is 18 September 2014. Finally, the third ongoing phase II investigation concerns the acquisition of the Dutch cable operator Ziggo by Liberty Global (IP/14/540). The deadline for the final decision in that case is 17 October 2014.