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European Commission - Press release

Mergers: Commission clears acquisition of automotive components manufacturer TRW by rival ZF, subject to conditions

Brussels, 12 March 2015

The European Commission has approved the acquisition of the global automotive component manufacturer TRW of the US by its rival ZF Friedrichshafen of Germany under the EU Merger Regulation. The decision is conditional upon the divestment of TRW’s businesses in the design, manufacturing and sale of chassis components. The Commission had concerns that the deal as notified could have led to price increases for chassis components because the few remaining players in this market would have been unable to sufficiently constrain the merged entity. The commitments offered by ZF address these concerns.

Automotive chassiscomponents are parts that make up the linkage and suspension for the chassis of a vehicle and include suspension ball joints, control arms, tie rods, stabiliser links, torque rods, v-links and drag links. Both ZF and TRW currently supply chassis components to car and truck manufacturers in the European Economic Area (EEA) as well as to the independent national aftermarkets for their repair and maintenance.

The proposed transaction, as originally notified, would have combined the two largest suppliers of chassis components for car and truck manufacturers' in the EEA. ZF and TRW are currently important and close competitors on this market. The Commission's investigation showed that it is difficult for new players to enter the market, in particular due to the high technical requirements and investments needed to do so. Moreover, most customers are not able to produce such components in-house and appear to have insufficient buyer power to counteract any potential price increases by the merged entity. The Commission therefore had concerns that the proposed transaction would have led to price increases for car and truck chassis components.

In order to address the Commission's concerns, ZF committed to divest TRW's chassis components businesses in the EEA. The divestment business covers both TRW's manufacturing and research and development capabilities in this field, which enable TRW to produce and supply these components. In particular, it includes plants, intellectual property rights, current customer and supply contracts, know-how, transitional services, licenses and permits, as well as testing and production assets. These divestments will remove the entire overlap between the companies in the manufacture and supply of chassis components for cars and trucks. Moreover, the divestments would allow the entry of an additional manufacturer and supplier of these products.

The Commission therefore concluded that the proposed transaction, as modified by the commitments, would not raise competition concerns. This decision is conditional upon full compliance with the commitments.

The transaction was notified to the Commission on 22 January 2015.

Companies and Products

ZF Friedrichshafen is a global supplier of products for automotive and industrial applications. ZF’s automotive business concentrates on powertrain and chassis technology.

TRW is a global supplier of automotive components focused on active and passive safety technologies.

Merger control rules and procedures

The Commission has the duty to assess mergers and acquisitions involvingcompanies 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 (35 working days if commitments are offered) to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II).

More information will be available on the competition website, in the Commission's public case register under the case number M.7420.

IP/15/4600

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