The activities of the Elster and Honeywell overlap in a number of areas, namely:
- residential heating products (valves and electronic boards for boilers),
- industrial heating products (industrial burner systems and their components); and
- metering products, which are products for the upstream/mid-stream gas sector
The Commission's market investigation confirmed that the transaction did not raise competition concerns with regard to the first two areas, i.e. residential heating products and industrial heating products.
However, the Commission's market investigation identified competition concerns with regard to several upstream/midstream gas metering markets, namely: the EEA-wide markets for turbine gas meters for fiscal applications (i.e. those meters used for billing purposes) as well as gas flow computers and gas chromatographs that operate by the so called DSFG protocol. The DSFG protocol ("Digitale Schnittstelle für Gasmessgeräte") is a data protocol for gas metering equipment that is prevalently used by customers in German speaking areas. As a result of the transaction, Gas Transmission System and Distribution System Operators that buy gas metering products would only have one other significant provider of gas meters in addition to the new merged entity.
To eliminate any competition concerns Honeywell offered to divest to an independent purchaser all shares in a plant manufacturing gas meters and located in Butzbach, Germany, including all tangible and intangible assets as well as personnel. This divestiture completely eliminates the overlap of the parties' activities and allows a purchaser to develop the acquired assets in competition with the merged entity.
Companies and products
Honeywell is a US diversified technology and manufacturing company that is active worldwide in three business segments: (i) Aerospace, (ii) Automation and Control Solutions and (iii) Performance Materials and Technologies. Amongst other things it manufactures and distributes integrated systems and components such as valves, burners and meters for heating applications and the measurement and regulation of gas flows.
Elster is a German global supplier of integrated systems and components such as valves, burners and meters for heating applications and the measurement and regulation of gas flows. Elster also manufactures and supplies electricity and water metering products.
The transaction was notified to the Commission on 4 November 2015.
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).