Brussels, 9 September 2014
Mergers: Commission approves acquisition of Holcim assets by Cemex in the building materials sector
Following an in-depth investigation (see IP/14/472 the European Commission has cleared under the EU Merger Regulation the proposed acquisition of the Spanish operations of the Swiss building materials group Holcim ("Holcim assets") by its Mexican rival Cemex. Cemex and Holcim are global suppliers of cement and other 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. 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 23 April 2014, the Commission opened an in-depth investigation over concerns that the proposed transaction could substantially lessen competition in the market for grey cement by removing Holcim assets as an actual competitor in eastern Spain. The Commission was also concerned that the proposed transaction could facilitate existing coordination between grey cement producers in central Spain or make future coordination more likely. These concerns have been dispelled by the Commission's in-depth investigation.
As regards eastern Spain, the in-depth investigation has shown that the merged entity will continue to face competition from a number of players in the various geographic markets around the parties' grey cement production facilities in this region. The in-depth investigation has shown that these rivals, most notably because of the level of their spare cement production capacity, can be expected to exert a sufficient competitive constraint on the merged entity.
As regards central Spain, the Commission found that certain features of the grey cement markets under investigation make them prone to coordination. However, on balance, the Commission ultimately concluded that the proposed acquisition was unlikely to result in making any potential coordination between grey cement producers in this area easier, more stable or more effective. Moreover, the Commission also concluded that competitors will not be more likely to engage in coordination as a result of the proposed transaction.
The Commission therefore concluded that the transaction would not raise competition concerns.
The transaction 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 between Holcim and Cemex. 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 was cleared by the Czech competition authority in March 2014 after an in-depth review. In another linked transaction, Holcim intends to acquire certain assets of Cemex located in western Germany. The Commission approved that transaction on 5 June 2014 also following an in-depth investigation (see IP/14/639.
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 agreed 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).
Currently, there are two ongoing phase II merger investigations. The first one concerns the proposed acquisition of Rockwood's titanium dioxide business by Huntsman (see IP/14/220 where the final deadline is 18 September 2014. The second concerns the acquisition of the Dutch cable operator Ziggo by Liberty Global (IP/14/540 where the final deadline is 3 November 2014.