# Official Journal C 388/2015

| | ISSN 1977-091X |
| --- | --- |
| Official Journal
  of the European Union | C 388 |
| | |
| English edition | Information and Notices | Volume 5821 November 2015 |

ISSN 1977-091X

Official Journal

of the European Union

C 388

English edition

Information and Notices

Volume 5821 November 2015

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| Notice No | Contents | page |
| --- | --- | --- |
| | II   Information |
| | INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2015/C 388/01 | Non-opposition to a notified concentration (Case M.7736 — Magna/Stadco) (
  1
  ) | 1 |

Notice No

Contents

page

II   Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2015/C 388/01

Non-opposition to a notified concentration (Case M.7736 — Magna/Stadco) (
  1
  )

1

1

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| | IV   Notices |
| --- | --- |
| | NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES |
| | European Commission |
| 2015/C 388/02 | Euro exchange rates | 2 |
| 2015/C 388/03 | Opinion of the Advisory Committee on mergers given at its meeting of 12 July 2012 regarding a draft decision relating to Case M.6410 — UTC/Goodrich — Rapporteur: Hungary | 3 |
| 2015/C 388/04 | Final Report of the Hearing Officer — UTC/Goodrich (M.6410) | 6 |
| 2015/C 388/05 | Summary of Commission Decision of 26 July 2012 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.6410 — UTC/Goodrich) (notified under document C(2012) 5161)
   (
  1
  ) | 7 |
| | NOTICES FROM MEMBER STATES |
| 2015/C 388/06 | Information communicated by Member States regarding closure of fisheries | 15 |

IV   Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

2015/C 388/02

Euro exchange rates

2

2015/C 388/03

Opinion of the Advisory Committee on mergers given at its meeting of 12 July 2012 regarding a draft decision relating to Case M.6410 — UTC/Goodrich — Rapporteur: Hungary

3

2015/C 388/04

Final Report of the Hearing Officer — UTC/Goodrich (M.6410)

6

2015/C 388/05

Summary of Commission Decision of 26 July 2012 declaring a concentration compatible with the internal market and the functioning of the EEA Agreement (Case M.6410 — UTC/Goodrich) (notified under document C(2012) 5161)
   (
  1
  )

(notified under document C(2012) 5161)

1

7

NOTICES FROM MEMBER STATES

2015/C 388/06

Information communicated by Member States regarding closure of fisheries

15

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| | V   Announcements |
| --- | --- |
| | PROCEDURES RELATING TO THE IMPLEMENTATION OF THE COMMON COMMERCIAL POLICY |
| | European Commission |
| 2015/C 388/07 | Notice of the impending expiry of certain anti-dumping measures | 16 |
| | PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY |
| | European Commission |
| 2015/C 388/08 | Prior notification of a concentration (Case M.7856 — Thoma Bravo/Silver Lake Group/SolarWinds) — Candidate case for simplified procedure (
  1
  ) | 17 |
| 2015/C 388/09 | Prior notification of a concentration (Case M.7839 — Outokumpu/Hernandez Edelstahl) (
  1
  ) | 18 |
| 2015/C 388/10 | Prior notification of a concentration (Case M.7847 — EQT Services/Top-Toy) — Candidate case for simplified procedure (
  1
  ) | 19 |

V   Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF THE COMMON COMMERCIAL POLICY

European Commission

2015/C 388/07

Notice of the impending expiry of certain anti-dumping measures

16

PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

2015/C 388/08

Prior notification of a concentration (Case M.7856 — Thoma Bravo/Silver Lake Group/SolarWinds) — Candidate case for simplified procedure (
  1
  )

1

17

2015/C 388/09

Prior notification of a concentration (Case M.7839 — Outokumpu/Hernandez Edelstahl) (
  1
  )

1

18

2015/C 388/10

Prior notification of a concentration (Case M.7847 — EQT Services/Top-Toy) — Candidate case for simplified procedure (
  1
  )

1

19

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| | |
| --- | --- |
| | (1)   Text with EEA relevance |

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(1)   Text with EEA relevance

1

| EN | |
| --- | --- |

EN

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II Information

INFORMATION FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 21.11.2015 | EN | Official Journal of the European Union | C 388/1 |
| --- | --- | --- | --- |

21.11.2015

EN

Official Journal of the European Union

C 388/1

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Non-opposition to a notified concentration

(Case M.7736 — Magna/Stadco)

(Text with EEA relevance)

(2015/C 388/01)

On 18 November 2015, the Commission decided not to oppose the above notified concentration and to declare it compatible with the internal market. This decision is based on Article 6(1)(b) of Council Regulation (EC) No 139/2004 (1). The full text of the decision is available only in English and will be made public after it is cleared of any business secrets it may contain. It will be available:

| — | in the merger section of the Competition website of the Commission (http://ec.europa.eu/competition/mergers/cases/). This website provides various facilities to help locate individual merger decisions, including company, case number, date and sectoral indexes, |
| --- | --- |

—

in the merger section of the Competition website of the Commission (http://ec.europa.eu/competition/mergers/cases/). This website provides various facilities to help locate individual merger decisions, including company, case number, date and sectoral indexes,

| — | in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32015M7736. EUR-Lex is the online access to European law. |
| --- | --- |

—

in electronic form on the EUR-Lex website (http://eur-lex.europa.eu/homepage.html?locale=en) under document number 32015M7736. EUR-Lex is the online access to European law.

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(1)  OJ L 24, 29.1.2004, p. 1.

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IV Notices

NOTICES FROM EUROPEAN UNION INSTITUTIONS, BODIES, OFFICES AND AGENCIES

European Commission

| 21.11.2015 | EN | Official Journal of the European Union | C 388/2 |
| --- | --- | --- | --- |

21.11.2015

EN

Official Journal of the European Union

C 388/2

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Euro exchange rates (1)

20 November 2015

(2015/C 388/02)

1 euro =

| | Currency | Exchange rate |
| --- | --- | --- |
| USD | US dollar | 1,0688 |
| JPY | Japanese yen | 131,28 |
| DKK | Danish krone | 7,4602 |
| GBP | Pound sterling | 0,70100 |
| SEK | Swedish krona | 9,2796 |
| CHF | Swiss franc | 1,0844 |
| ISK | Iceland króna | |
| NOK | Norwegian krone | 9,2035 |
| BGN | Bulgarian lev | 1,9558 |
| CZK | Czech koruna | 27,031 |
| HUF | Hungarian forint | 309,96 |
| PLN | Polish zloty | 4,2411 |
| RON | Romanian leu | 4,4438 |
| TRY | Turkish lira | 3,0165 |
| AUD | Australian dollar | 1,4825 |
| CAD | Canadian dollar | 1,4229 |
| HKD | Hong Kong dollar | 8,2833 |
| NZD | New Zealand dollar | 1,6296 |
| SGD | Singapore dollar | 1,5093 |
| KRW | South Korean won | 1 234,46 |
| ZAR | South African rand | 14,8862 |
| CNY | Chinese yuan renminbi | 6,8239 |
| HRK | Croatian kuna | 7,6278 |
| IDR | Indonesian rupiah | 14 529,52 |
| MYR | Malaysian ringgit | 4,5803 |
| PHP | Philippine peso | 50,231 |
| RUB | Russian rouble | 69,3309 |
| THB | Thai baht | 38,199 |
| BRL | Brazilian real | 3,9660 |
| MXN | Mexican peso | 17,7282 |
| INR | Indian rupee | 70,7492 |

Currency

Exchange rate

USD

US dollar

1,0688

JPY

Japanese yen

131,28

DKK

Danish krone

7,4602

GBP

Pound sterling

0,70100

SEK

Swedish krona

9,2796

CHF

Swiss franc

1,0844

ISK

Iceland króna

NOK

Norwegian krone

9,2035

BGN

Bulgarian lev

1,9558

CZK

Czech koruna

27,031

HUF

Hungarian forint

309,96

PLN

Polish zloty

4,2411

RON

Romanian leu

4,4438

TRY

Turkish lira

3,0165

AUD

Australian dollar

1,4825

CAD

Canadian dollar

1,4229

HKD

Hong Kong dollar

8,2833

NZD

New Zealand dollar

1,6296

SGD

Singapore dollar

1,5093

KRW

South Korean won

1 234,46

ZAR

South African rand

14,8862

CNY

Chinese yuan renminbi

6,8239

HRK

Croatian kuna

7,6278

IDR

Indonesian rupiah

14 529,52

MYR

Malaysian ringgit

4,5803

PHP

Philippine peso

50,231

RUB

Russian rouble

69,3309

THB

Thai baht

38,199

BRL

Brazilian real

3,9660

MXN

Mexican peso

17,7282

INR

Indian rupee

70,7492

---

(1)  Source: reference exchange rate published by the ECB.

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| 21.11.2015 | EN | Official Journal of the European Union | C 388/3 |
| --- | --- | --- | --- |

21.11.2015

EN

Official Journal of the European Union

C 388/3

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Opinion of the Advisory Committee on mergers given at its meeting of 12 July 2012 regarding a draft decision relating to Case M.6410 — UTC/Goodrich

Rapporteur: Hungary

(2015/C 388/03)

| 1. | The Advisory Committee agrees with the Commission that the notified operation constitutes a concentration within the meaning of Council Regulation (EC) No 139/2004 (1). |
| --- | --- |

1.

The Advisory Committee agrees with the Commission that the notified operation constitutes a concentration within the meaning of Council Regulation (EC) No 139/2004 (1).

| 2. | The Advisory Committee agrees with the Commission that, for the purpose of assessing the present operation, the definitions of the relevant product markets are:






  a) | The markets for alternating current (AC) generation systems within electrical systems






  (i) | AC generation systems market can be segmented respectively into constant and variable frequency, even though the relevance of further segmenting the market can be left open for the purpose of this case. |
| --- | --- | --- | --- |

2.

The Advisory Committee agrees with the Commission that, for the purpose of assessing the present operation, the definitions of the relevant product markets are:

a)

The markets for alternating current (AC) generation systems within electrical systems

(i)

AC generation systems market can be segmented respectively into constant and variable frequency, even though the relevance of further segmenting the market can be left open for the purpose of this case.

| (ii) | the question whether generators for different aircraft platform sizes should be defined as a distinct product market also can be left open for the purpose of this case. |
| --- | --- |

(ii)

the question whether generators for different aircraft platform sizes should be defined as a distinct product market also can be left open for the purpose of this case.

| (iii) | the question of further segmenting the market for power generation according to commercial and military applications can be left open for the purpose of this case. |
| --- | --- |

(iii)

the question of further segmenting the market for power generation according to commercial and military applications can be left open for the purpose of this case.

| b) | The markets for respectively primary and secondary distribution systems within AC distribution, low-voltage and high voltage direct current (DC) distribution; |
| --- | --- |

b)

The markets for respectively primary and secondary distribution systems within AC distribution, low-voltage and high voltage direct current (DC) distribution;

| c) | The market for aircraft engines, even though the question whether the market should be narrowly defined on the basis of the mission profiles, or whether it should be considered a unique market including both turbofan and turboprop engines can be left open for the purpose of this case; |
| --- | --- |

c)

The market for aircraft engines, even though the question whether the market should be narrowly defined on the basis of the mission profiles, or whether it should be considered a unique market including both turbofan and turboprop engines can be left open for the purpose of this case;

| d) | The markets for Auxiliary Power Units (APUs) for respectively large commercial aircraft and for regional jet aircraft, even though the relevance of a further segmentation according to power output or performance criteria can be left open for the purpose of this case; |
| --- | --- |

d)

The markets for Auxiliary Power Units (APUs) for respectively large commercial aircraft and for regional jet aircraft, even though the relevance of a further segmentation according to power output or performance criteria can be left open for the purpose of this case;

| e) | The markets for respectively electronic engine controls (‘EECs’), main fuel pumps, and fuel metering units (‘FMUs’) (together referred to as ‘engine controls’), even though the relevance of a further segmentation according to the size of the engine and the purpose of the aircraft can be left open for the purpose of this case; |
| --- | --- |

e)

The markets for respectively electronic engine controls (‘EECs’), main fuel pumps, and fuel metering units (‘FMUs’) (together referred to as ‘engine controls’), even though the relevance of a further segmentation according to the size of the engine and the purpose of the aircraft can be left open for the purpose of this case;

| f) | The markets for fuel nozzles, even though the question whether the market should be further segmented depending on the size and/or type of the engine can be left open for the purpose of this case; |
| --- | --- |

f)

The markets for fuel nozzles, even though the question whether the market should be further segmented depending on the size and/or type of the engine can be left open for the purpose of this case;

| g) | The markets for flight control actuation systems, even though the question whether the market should be further segmented as primary flight control actuators (‘PFCAs’), secondary flight control actuators (‘SFCAs’), trimmable horizontal stabilizer actuators (‘THSAs’), rotorcraft flight control actuators (‘RFCAs’) and missile actuators can be left open for the purpose of this case; |
| --- | --- |

g)

The markets for flight control actuation systems, even though the question whether the market should be further segmented as primary flight control actuators (‘PFCAs’), secondary flight control actuators (‘SFCAs’), trimmable horizontal stabilizer actuators (‘THSAs’), rotorcraft flight control actuators (‘RFCAs’) and missile actuators can be left open for the purpose of this case;

| h) | The market for mechanical sub-assemblies specifically produced for THSA systems, even though the question whether this market should include the supply of stand-alone ball screws for THSA systems can be left open for the purpose of this case; |
| --- | --- |

h)

The market for mechanical sub-assemblies specifically produced for THSA systems, even though the question whether this market should include the supply of stand-alone ball screws for THSA systems can be left open for the purpose of this case;

| i) | The market for nacelle systems, even though the exact product market definition can be left open for the purpose of this case; |
| --- | --- |

i)

The market for nacelle systems, even though the exact product market definition can be left open for the purpose of this case;

| j) | The market for ice detection systems, even though the exact product market definition can be left open for the purpose of this case; |
| --- | --- |

j)

The market for ice detection systems, even though the exact product market definition can be left open for the purpose of this case;

| k) | The market for pressure transducers, even though the exact product market definition can be left open for the purpose of this case; |
| --- | --- |

k)

The market for pressure transducers, even though the exact product market definition can be left open for the purpose of this case;

| l) | The market for lighting, even though the exact product market definition can be left open for the purpose of this case; |
| --- | --- |

l)

The market for lighting, even though the exact product market definition can be left open for the purpose of this case;

| m) | The market for helicopters, even though the exact product market definition (distinct product markets for military helicopters and civil helicopters) can be left open for the purpose of this case; |
| --- | --- |

m)

The market for helicopters, even though the exact product market definition (distinct product markets for military helicopters and civil helicopters) can be left open for the purpose of this case;

| n) | The market for helicopter rescue hoists, even though the exact product market definition can be left open for the purpose of this case; |
| --- | --- |

n)

The market for helicopter rescue hoists, even though the exact product market definition can be left open for the purpose of this case;

| o) | The market for air data probes, even though the exact product market definition can be left open for the purpose of this case; |
| --- | --- |

o)

The market for air data probes, even though the exact product market definition can be left open for the purpose of this case;

| p) | The markets for component MRO services, even though the exact product market definition can be left open for the purpose of this case; |
| --- | --- |

p)

The markets for component MRO services, even though the exact product market definition can be left open for the purpose of this case;

| q) | The markets for spare parts and inputs related to the provision of MRO services, even though the exact product market definition can be left open for the purpose of this case. |
| --- | --- |

q)

The markets for spare parts and inputs related to the provision of MRO services, even though the exact product market definition can be left open for the purpose of this case.

| 3. | The Advisory Committee agrees with the Commission that, for the purpose of assessing the present operation, the geographic scope of the relevant markets:






  a) | Is worldwide for aircraft generation and distribution systems for commercial applications, while the exact geographic definition of aircraft AC power generator for military applications can be left open for the purpose of this case; |
| --- | --- | --- |

3.

The Advisory Committee agrees with the Commission that, for the purpose of assessing the present operation, the geographic scope of the relevant markets:

a)

Is worldwide for aircraft generation and distribution systems for commercial applications, while the exact geographic definition of aircraft AC power generator for military applications can be left open for the purpose of this case;

| b) | Is worldwide for aircraft engine and APU markets; |
| --- | --- |

b)

Is worldwide for aircraft engine and APU markets;

| c) | Is worldwide for the supply of engine controls to civil applications, while the exact geographic definition regarding engine controls for military applications can be left open for the purpose of this case; |
| --- | --- |

c)

Is worldwide for the supply of engine controls to civil applications, while the exact geographic definition regarding engine controls for military applications can be left open for the purpose of this case;

| d) | Is worldwide for the supply of fuel nozzles to civil applications while the exact geographic definition regarding engine controls for military applications can be left open for the purpose of this case; |
| --- | --- |

d)

Is worldwide for the supply of fuel nozzles to civil applications while the exact geographic definition regarding engine controls for military applications can be left open for the purpose of this case;

| e) | Is worldwide for flight control actuation systems for civil/commercial applications, while the precise definition of the geographic scope for missile actuation systems and military applications of other flight control actuation systems can be left open for the purpose of this case; |
| --- | --- |

e)

Is worldwide for flight control actuation systems for civil/commercial applications, while the precise definition of the geographic scope for missile actuation systems and military applications of other flight control actuation systems can be left open for the purpose of this case;

| f) | Can be left open with regard to the market for mechanical sub-assemblies for THSA systems for the purpose of this case; |
| --- | --- |

f)

Can be left open with regard to the market for mechanical sub-assemblies for THSA systems for the purpose of this case;

| g) | Is worldwide for nacelle systems; |
| --- | --- |

g)

Is worldwide for nacelle systems;

| h) | Is worldwide for ice detection systems; |
| --- | --- |

h)

Is worldwide for ice detection systems;

| i) | Is worldwide for pressure transducers; |
| --- | --- |

i)

Is worldwide for pressure transducers;

| j) | Is worldwide for lighting; |
| --- | --- |

j)

Is worldwide for lighting;

| k) | Is worldwide for helicopters; |
| --- | --- |

k)

Is worldwide for helicopters;

| l) | Is worldwide for helicopter rescue hoists; |
| --- | --- |

l)

Is worldwide for helicopter rescue hoists;

| m) | Is worldwide for air data probes; |
| --- | --- |

m)

Is worldwide for air data probes;

| n) | Can be left open with regard to the markets for component maintenance and spare parts for the purpose of this case. |
| --- | --- |

n)

Can be left open with regard to the markets for component maintenance and spare parts for the purpose of this case.

| 4. | The Advisory Committee agrees with the Commission that the proposed concentration raises serious doubts as to the concentration compatibility with the internal market or a substantial part thereof:






  a) | on the market for AC power generators (and its possible subsegments); |
| --- | --- | --- |

4.

The Advisory Committee agrees with the Commission that the proposed concentration raises serious doubts as to the concentration compatibility with the internal market or a substantial part thereof:

a)

on the market for AC power generators (and its possible subsegments);

| b) | with respect to the vertical relationship between, on the one hand, EECs, main fuel pumps and FMUs (engine controls), and on the other hand, small aircraft engines; |
| --- | --- |

b)

with respect to the vertical relationship between, on the one hand, EECs, main fuel pumps and FMUs (engine controls), and on the other hand, small aircraft engines;

| c) | with respect to the vertical relationship between fuel nozzles and aircraft engines. |
| --- | --- |

c)

with respect to the vertical relationship between fuel nozzles and aircraft engines.

| 5. | The Advisory Committee agrees with the Commission that the proposed concentration would not significantly impede effective competition






  a) | with respect to the horizontally affected markets concerning EECs, main fuel pumps and FMUs; |
| --- | --- | --- |

5.

The Advisory Committee agrees with the Commission that the proposed concentration would not significantly impede effective competition

a)

with respect to the horizontally affected markets concerning EECs, main fuel pumps and FMUs;

| b) | with respect to the vertical relationship between fuel nozzles and APUs; |
| --- | --- |

b)

with respect to the vertical relationship between fuel nozzles and APUs;

| c) | with respect to nacelle systems and engines; |
| --- | --- |

c)

with respect to nacelle systems and engines;

| d) | with respect to the vertical relationship between AC power generation and distribution systems, and helicopters; |
| --- | --- |

d)

with respect to the vertical relationship between AC power generation and distribution systems, and helicopters;

| e) | with respect to the markets for helicopter hoists and helicopters; |
| --- | --- |

e)

with respect to the markets for helicopter hoists and helicopters;

| f) | with respect to the vertical relationship between air data probes and helicopters; |
| --- | --- |

f)

with respect to the vertical relationship between air data probes and helicopters;

| g) | with respect to the vertical relationship between ice detection systems and helicopters; |
| --- | --- |

g)

with respect to the vertical relationship between ice detection systems and helicopters;

| h) | with respect to the vertical relationship between EECs and pressure transducers; |
| --- | --- |

h)

with respect to the vertical relationship between EECs and pressure transducers;

| i) | with respect to the horizontally affected markets in aerospace flight control actuation; |
| --- | --- |

i)

with respect to the horizontally affected markets in aerospace flight control actuation;

| j) | with respect to the vertical relationship between THSA systems and mechanical sub-assemblies for THSA systems; |
| --- | --- |

j)

with respect to the vertical relationship between THSA systems and mechanical sub-assemblies for THSA systems;

| k) | with respect to aircraft lighting; |
| --- | --- |

k)

with respect to aircraft lighting;

| l) | with respect to MRO services, spare parts and other inputs related to the provision of MRO services |
| --- | --- |

l)

with respect to MRO services, spare parts and other inputs related to the provision of MRO services

| 6. | The Advisory Committee agrees with the Commission that the commitments are sufficient to remove the concerns raised by the proposed concentration as to its compatibility with the internal market or a substantial part thereof:






  a) | on the market for AC power generators (and its possible subsegments); |
| --- | --- | --- |

6.

The Advisory Committee agrees with the Commission that the commitments are sufficient to remove the concerns raised by the proposed concentration as to its compatibility with the internal market or a substantial part thereof:

a)

on the market for AC power generators (and its possible subsegments);

| b) | with respect to the vertical relationship between, on the one hand, EECs, main fuel pumps and FMUs, and on the other hand, small aircraft engines; |
| --- | --- |

b)

with respect to the vertical relationship between, on the one hand, EECs, main fuel pumps and FMUs, and on the other hand, small aircraft engines;

| c) | with respect to the vertical relationship between fuel nozzles and aircraft engines. |
| --- | --- |

c)

with respect to the vertical relationship between fuel nozzles and aircraft engines.

| 7. | The Advisory Committee agrees with the Commission that, subject to full compliance with the commitments offered by the parties, and considered all commitments together, the proposed concentration would not significantly impede effective competition in the internal market or in a substantial part of thereof. |
| --- | --- |

7.

The Advisory Committee agrees with the Commission that, subject to full compliance with the commitments offered by the parties, and considered all commitments together, the proposed concentration would not significantly impede effective competition in the internal market or in a substantial part of thereof.

| 8. | The Advisory Committee agrees with the Commission’s view that the notified concentration should be declared compatible with the internal market and the EEA Agreement in accordance with Articles 2(2) and 8(2) of the Merger Regulation and Article 57 of the EEA Agreement. |
| --- | --- |

8.

The Advisory Committee agrees with the Commission’s view that the notified concentration should be declared compatible with the internal market and the EEA Agreement in accordance with Articles 2(2) and 8(2) of the Merger Regulation and Article 57 of the EEA Agreement.

| 9. | The Advisory Committee asks the Commission to take into account all the other points raised during the discussion. |
| --- | --- |

9.

The Advisory Committee asks the Commission to take into account all the other points raised during the discussion.

---

(1)  OJ L 24, 29.1.2004, p. 1.

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| 21.11.2015 | EN | Official Journal of the European Union | C 388/6 |
| --- | --- | --- | --- |

21.11.2015

EN

Official Journal of the European Union

C 388/6

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Final Report of the Hearing Officer (1)

UTC/Goodrich

(M.6410)

(2015/C 388/04)

On 20 February 2012, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (2) (hereinafter referred to as the ‘Merger Regulation’) by which United Technologies Corporation (‘UTC’) acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of Goodrich Corporation (‘Goodrich’) by way of purchase of shares.

Upon examination of the notification, the Commission concluded that the operation fell within the scope of the Merger Regulation and raised serious doubts as to its compatibility with the internal market and the Agreement on the European Economic Area. On 26 March 2012, the Commission accordingly initiated proceedings pursuant to Article 6(1)(c) of the Merger Regulation.

As set out in the Article 6(1)(c) decision, the serious doubts related to the following products: aircraft AC power generators, engine controls and fuel nozzles. In the course of the phase II market investigation the existing serious doubts were confirmed and new vertical concerns emerged in relation to fuel nozzles. In state of play meetings on 18 April 2012 and 10 May 2012, the Parties were informed about DG Competition’s preliminary findings of the still on-going market investigation. The Parties were also afforded the opportunity to comment on the competition concerns raised by DG Competition, which they did. They also submitted additional documents and evidence to remove the concerns.

In order to avoid the issuance of a statement of objections the Parties submitted a draft remedy package on 29 May 2012. Since the package did not address the market for fuel nozzles, DG Competition informed the Parties that the previous concerns in relation to this market had not been dispelled and that additional vertical concerns in relation to Goodrich’s cooperation on fuel nozzles with a further engine manufacturer had emerged.

Subsequently, UTC proposed commitments which modify the notified concentration to the extent that it would not significantly impede effective competition on the worldwide markets for aircraft AC power generation, engine controls for small engines and fuel nozzles. On the basis of this commitment proposal the Commission services concluded that the proposed transaction would not significantly impede effective competition in the internal market, and is therefore compatible with the Merger Regulation and the EEA Agreement. Accordingly, no statement of objections was sent to UTC.

The draft decision provides for a clearance of the proposed concentration subject to certain conditions and to the compliance with obligations arising of UTC’s commitment proposal.

I have not received any request of procedural nature from the parties to the transaction. The draft decision does not contain any objections on which the parties have not had the opportunity to make known their views.

I therefore conclude that the addressees of the draft Decision were able to effectively exercise their procedural rights and that their right to be heard has been respected.

Brussels, 12 July 2012.

Michael ALBERS

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(1)  Pursuant to Articles 16 and 17 of Decision 2011/695/EU of the President of the European Commission of 13 October 2011 on the function and terms of reference of the hearing officer in certain competition proceedings (OJ L 275, 20.10.2011, p. 29).

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(2)  Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (OJ L 24, 29.1.2004, p. 1). With effect from 1 December 2009, the Treaty on the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will be used throughout this report.

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| 21.11.2015 | EN | Official Journal of the European Union | C 388/7 |
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21.11.2015

EN

Official Journal of the European Union

C 388/7

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Summary of Commission Decision

of 26 July 2012

declaring a concentration compatible with the internal market and the functioning of the EEA Agreement

(Case M.6410 — UTC/Goodrich)

(notified under document C(2012) 5161)

(Only the English version is authentic)

(Text with EEA relevance)

(2015/C 388/05)

On 26 July 2012 the Commission adopted a Decision in a merger case under Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings
   (1)
  , and in particular Article 8(2) of that Regulation. A non-confidential version of the full Decision can be found in English on the website of the Directorate-General for Competition, at the following address: http://ec.europa.eu/comm/competition/index_en.html

I.   THE PARTIES

| (1) | United Technologies Corporation (‘UTC’) is active in the production of a broad range of high-technology products and support services for the building systems and aerospace industries worldwide. The UTC group comprises a number of major business units such as: Carrier heating and air conditioning; Otis elevators; UTC Fire & Security systems and UTC Power fuel cells. In addition there are three businesses that are particular relevant for the proposed transaction: (i) Hamilton Sundstrand aerospace systems and industrial products; (ii) Pratt & Whitney aircraft engines; and (iii) Sikorsky helicopters. |
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(1)

United Technologies Corporation (‘UTC’) is active in the production of a broad range of high-technology products and support services for the building systems and aerospace industries worldwide. The UTC group comprises a number of major business units such as: Carrier heating and air conditioning; Otis elevators; UTC Fire & Security systems and UTC Power fuel cells. In addition there are three businesses that are particular relevant for the proposed transaction: (i) Hamilton Sundstrand aerospace systems and industrial products; (ii) Pratt & Whitney aircraft engines; and (iii) Sikorsky helicopters.

| (2) | Goodrich Corporation (‘Goodrich’) is active in the production and sale of systems and services to the aerospace, defence and security industries on a worldwide basis. Goodrich has activities in three main business areas: (i) actuation and landing systems; (ii) nacelles and interior systems; and (iii) electronic systems. |
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(2)

Goodrich Corporation (‘Goodrich’) is active in the production and sale of systems and services to the aerospace, defence and security industries on a worldwide basis. Goodrich has activities in three main business areas: (i) actuation and landing systems; (ii) nacelles and interior systems; and (iii) electronic systems.

II.   THE OPERATION

| (3) | On 20 February 2012, the European Commission received a formal notification pursuant to Article 4 of Regulation (EC) No 139/2004 (the ‘Merger Regulation’), by which UTC acquires, within the meaning of Article 3(1)(b) of that Regulation, control of the whole of Goodrich by way of purchase of shares. UTC and Goodrich are designated hereinafter as ‘the Parties’. UTC is also referred as ‘the Notifying Party’. |
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(3)

On 20 February 2012, the European Commission received a formal notification pursuant to Article 4 of Regulation (EC) No 139/2004 (the ‘Merger Regulation’), by which UTC acquires, within the meaning of Article 3(1)(b) of that Regulation, control of the whole of Goodrich by way of purchase of shares. UTC and Goodrich are designated hereinafter as ‘the Parties’. UTC is also referred as ‘the Notifying Party’.

| (4) | The operation had an EU dimension in accordance with Article 1(2) of the Merger Regulation. |
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(4)

The operation had an EU dimension in accordance with Article 1(2) of the Merger Regulation.

III.   THE PROCEDURE

| (5) | Based on its first phase investigation, the Commission raised serious doubts as to the compatibility of the proposed transaction with the internal market and adopted a Decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation on 26 March 2012. |
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(5)

Based on its first phase investigation, the Commission raised serious doubts as to the compatibility of the proposed transaction with the internal market and adopted a Decision to initiate proceedings pursuant to Article 6(1)(c) of the Merger Regulation on 26 March 2012.

| (6) | The Notifying Party submitted its written comments on the Article 6(1)(c) decision on 4 April 2012. |
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(6)

The Notifying Party submitted its written comments on the Article 6(1)(c) decision on 4 April 2012.

| (7) | On 15 May 2012, the time limit for taking a final decision in this case was extended by an additional 15 working days pursuant to the second subparagraph of Article 10(3) of the Merger Regulation. |
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(7)

On 15 May 2012, the time limit for taking a final decision in this case was extended by an additional 15 working days pursuant to the second subparagraph of Article 10(3) of the Merger Regulation.

| (8) | The Notifying Party submitted commitments on 11 June 2012 pursuant to Article 8(2) of the Merger Regulation. Following the results of the market test of these commitments, the Notifying Party presented a revised version of the commitments on 29 June 2012 and a final version of the commitments on 12 July 2012 (‘the Commitments’). |
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(8)

The Notifying Party submitted commitments on 11 June 2012 pursuant to Article 8(2) of the Merger Regulation. Following the results of the market test of these commitments, the Notifying Party presented a revised version of the commitments on 29 June 2012 and a final version of the commitments on 12 July 2012 (‘the Commitments’).

| (9) | The Advisory Committee discussed the draft of this Decision on 12 July 2012 and issued a favourable opinion. |
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(9)

The Advisory Committee discussed the draft of this Decision on 12 July 2012 and issued a favourable opinion.

IV.   EXPLANATORY MEMORANDUM

| (10) | The proposed transaction concerns a substantial number of aviation equipment markets, as well as the downstream aircraft engine and helicopter markets. |
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(10)

The proposed transaction concerns a substantial number of aviation equipment markets, as well as the downstream aircraft engine and helicopter markets.

| (11) | The Commission considers that the proposed transaction would lead to a significant impediment of effective competition regarding the horizontally affected market for AC power generators, as well as the vertically affected markets for (i) engine controls and small aircraft engines, and (ii) fuel nozzles and large commercial aircraft engines. |
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(11)

The Commission considers that the proposed transaction would lead to a significant impediment of effective competition regarding the horizontally affected market for AC power generators, as well as the vertically affected markets for (i) engine controls and small aircraft engines, and (ii) fuel nozzles and large commercial aircraft engines.

| (12) | The Commission has not raised objections as regards the remaining affected markets. Therefore these other markets will not be discussed in this summary (2). |
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(12)

The Commission has not raised objections as regards the remaining affected markets. Therefore these other markets will not be discussed in this summary (2).

A.   The relevant markets

1.   AC power generators

| (13) | A power generator is used to generate electrical power for the various systems and devices deployed on the aircraft. As with generators in general, aircraft generators convert mechanical energy into electrical energy by a process of electromagnetic induction. |
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(13)

A power generator is used to generate electrical power for the various systems and devices deployed on the aircraft. As with generators in general, aircraft generators convert mechanical energy into electrical energy by a process of electromagnetic induction.

| (14) | An aircraft will typically have two principal types of generators: (1) a power (engine) generator; and (2) an Auxiliary Power Unit (‘APU’) generator. Main power generators produce electricity driven by the engines of the aircraft. They are the principal electrical power source for the aircraft during normal flight conditions. APU generators are driven by the APU of the aircraft and provide electric power for the aircraft’s systems and devices while it is on the ground. The aircraft also carries an emergency power unit (‘EPU’), a device which generates electric power in case of failure of the primary systems. |
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(14)

An aircraft will typically have two principal types of generators: (1) a power (engine) generator; and (2) an Auxiliary Power Unit (‘APU’) generator. Main power generators produce electricity driven by the engines of the aircraft. They are the principal electrical power source for the aircraft during normal flight conditions. APU generators are driven by the APU of the aircraft and provide electric power for the aircraft’s systems and devices while it is on the ground. The aircraft also carries an emergency power unit (‘EPU’), a device which generates electric power in case of failure of the primary systems.

| (15) | The Commission has analysed in the past a number of aerospace component markets and has generally concluded that each aerospace component is a market in itself. In this context, the market investigation broadly confirmed that the power generator, the APU and the EPU constitute separate product markets. |
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(15)

The Commission has analysed in the past a number of aerospace component markets and has generally concluded that each aerospace component is a market in itself. In this context, the market investigation broadly confirmed that the power generator, the APU and the EPU constitute separate product markets.

| (16) | The Notifying Party considers that a distinction should be made between alternating current (‘AC’) and direct current (‘DC’) technology in aircraft electrical systems on the basis that demand-side substitutability is limited for technical reasons. Each technology tends to be favoured in particular end-use applications, with DC systems being typically used in smaller aircraft and corporate jet with lower power need and AC systems typically used in larger regional and commercial aircraft with greater power needs and where the power will be distributed on longer lines, such as large commercial aircraft. The market investigation has broadly confirmed that electrical systems based on AC and DC technology constitute separate product markets. |
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(16)

The Notifying Party considers that a distinction should be made between alternating current (‘AC’) and direct current (‘DC’) technology in aircraft electrical systems on the basis that demand-side substitutability is limited for technical reasons. Each technology tends to be favoured in particular end-use applications, with DC systems being typically used in smaller aircraft and corporate jet with lower power need and AC systems typically used in larger regional and commercial aircraft with greater power needs and where the power will be distributed on longer lines, such as large commercial aircraft. The market investigation has broadly confirmed that electrical systems based on AC and DC technology constitute separate product markets.

| (17) | The Notifying Party submits that AC power generators constitute a single product market without the need for a further segmentation according to the type of generator. However, the market investigation broadly confirmed that AC generation systems based on constant and variable frequency constitute distinct product markets. Since an engine rotates at variable speeds during flight, the generator would normally also produce electricity of variable frequency. However, if the generator is equipped with a constant speed drive, it can produce constant frequency. While constant frequency AC generators are utilized in most large commercial aircraft flying today, they represent legacy technology and virtually all newer platforms are being designed and built as variable frequency AC platforms. From a demand side perspective, there is limited substitutability since they differ significantly from each other in terms of design, specifications and performance. Moreover, the specification of the electrical system architecture is already defined in the terms of the tender. From a supply-side perspective, the number of suppliers differs significantly. |
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(17)

The Notifying Party submits that AC power generators constitute a single product market without the need for a further segmentation according to the type of generator. However, the market investigation broadly confirmed that AC generation systems based on constant and variable frequency constitute distinct product markets. Since an engine rotates at variable speeds during flight, the generator would normally also produce electricity of variable frequency. However, if the generator is equipped with a constant speed drive, it can produce constant frequency. While constant frequency AC generators are utilized in most large commercial aircraft flying today, they represent legacy technology and virtually all newer platforms are being designed and built as variable frequency AC platforms. From a demand side perspective, there is limited substitutability since they differ significantly from each other in terms of design, specifications and performance. Moreover, the specification of the electrical system architecture is already defined in the terms of the tender. From a supply-side perspective, the number of suppliers differs significantly.

| (18) | The question whether generators for different aircraft platform sizes should be defined as a distinct product market can be left open for the purpose of this Decision as it does not alter the conclusions of the competitive assessment. |
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(18)

The question whether generators for different aircraft platform sizes should be defined as a distinct product market can be left open for the purpose of this Decision as it does not alter the conclusions of the competitive assessment.

| (19) | In addition, for the purpose of this Decision, the relevance of further segmenting the market for power generation according to commercial and military applications can be left open as it will not materially affect the assessment of the proposed transaction. |
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(19)

In addition, for the purpose of this Decision, the relevance of further segmenting the market for power generation according to commercial and military applications can be left open as it will not materially affect the assessment of the proposed transaction.

| (20) | With respect to the geographic scope, previous Commission decisions have found that components such as power generation for commercial applications are worldwide in scope, and this has been broadly confirmed by the market investigation. Furthermore, the Notifying Party considers that the geographic scope of components for military applications is worldwide, whereas the Commission in previous decisions left open the question whether the markets are national or EEA-wide in scope. |
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(20)

With respect to the geographic scope, previous Commission decisions have found that components such as power generation for commercial applications are worldwide in scope, and this has been broadly confirmed by the market investigation. Furthermore, the Notifying Party considers that the geographic scope of components for military applications is worldwide, whereas the Commission in previous decisions left open the question whether the markets are national or EEA-wide in scope.

| (21) | For the purpose of this Decision, the exact geographic definition of aircraft AC power generators for military applications can be left open as it will not materially affect the assessment of the proposed transaction. |
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(21)

For the purpose of this Decision, the exact geographic definition of aircraft AC power generators for military applications can be left open as it will not materially affect the assessment of the proposed transaction.

2.   Aircraft engines

| (22) | Aircraft engines are deployed to power and propel aircraft. Jet engines are the propulsion system of jet aircraft. Within the broad category of jet engines, a distinction can be made between turbofan engines, turboprop and turboshaft engines. Turbofan engines are those in which a fan driven by a turbine provides extra air to the burner and gives extra thrust. In turboprop engines thrust is provided by an external propeller rather than an internal fan. The turboprop provides the benefits of high-thrust and low-fuel consumption for aircraft designed for short distances. Turboshaft engines produce shaft power, rather than jet thrust. Turboshaft engines are mainly deployed on helicopters. |
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(22)

Aircraft engines are deployed to power and propel aircraft. Jet engines are the propulsion system of jet aircraft. Within the broad category of jet engines, a distinction can be made between turbofan engines, turboprop and turboshaft engines. Turbofan engines are those in which a fan driven by a turbine provides extra air to the burner and gives extra thrust. In turboprop engines thrust is provided by an external propeller rather than an internal fan. The turboprop provides the benefits of high-thrust and low-fuel consumption for aircraft designed for short distances. Turboshaft engines produce shaft power, rather than jet thrust. Turboshaft engines are mainly deployed on helicopters.

| (23) | Previously, the Commission has segmented the aircraft turbofan jet engine market into groups based on the ‘mission profile’ (that is to say, the purpose for which the aircraft is purchased, determined by reference to the aircraft’s seating capacity, flying range, and price and operational cost) of the aircraft on which the engine is deployed: (i) jet engines for large commercial aircraft (> 100 passengers, range of 2 000 to 8 000 nautical miles), which include narrow-body/single-aisle aircraft and wide-body/double-aisle aircraft (‘LCA’); (ii) jet engines for large regional aircraft (> 70 passengers, range up to 2 000 nautical miles) (‘LRA’); (iii) jet engines for small regional aircraft (30-50 passengers, range up to 2 000 nautical miles) (‘SRA’); and (iv) jet engines for corporate aircraft. Turboprop and turboshaft engines have not been considered previously in Commission decisions. |
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(23)

Previously, the Commission has segmented the aircraft turbofan jet engine market into groups based on the ‘mission profile’ (that is to say, the purpose for which the aircraft is purchased, determined by reference to the aircraft’s seating capacity, flying range, and price and operational cost) of the aircraft on which the engine is deployed: (i) jet engines for large commercial aircraft (> 100 passengers, range of 2 000 to 8 000 nautical miles), which include narrow-body/single-aisle aircraft and wide-body/double-aisle aircraft (‘LCA’); (ii) jet engines for large regional aircraft (> 70 passengers, range up to 2 000 nautical miles) (‘LRA’); (iii) jet engines for small regional aircraft (30-50 passengers, range up to 2 000 nautical miles) (‘SRA’); and (iv) jet engines for corporate aircraft. Turboprop and turboshaft engines have not been considered previously in Commission decisions.

| (24) | The market investigation has not been conclusive as to whether there are any thresholds which split the engine supply market. |
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(24)

The market investigation has not been conclusive as to whether there are any thresholds which split the engine supply market.

| (25) | For the purpose of this Decision, the question whether the market should be narrowly defined on the basis of the mission profiles, or whether it should be considered a unique market including both turbofan and turboprop engines, can be left open as the assessment of the vertical effects of the transaction in relation to engines does not depend on the precise scope of the engine market |
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(25)

For the purpose of this Decision, the question whether the market should be narrowly defined on the basis of the mission profiles, or whether it should be considered a unique market including both turbofan and turboprop engines, can be left open as the assessment of the vertical effects of the transaction in relation to engines does not depend on the precise scope of the engine market

3.   Engine controls

| (26) | The primary function of engine controls is to convert the pilot’s commands into changes in the amount of fuel that is fed into the aircraft engine, thereby controlling the amount of thrust produced by the engines and ultimately the speed of the aircraft. The Parties’ activities overlap in the provision of electronic engine controls (‘EECs’), main fuel pumps, and fuel metering units (‘FMUs’). These three components are mainly sold to engine manufacturers. |
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(26)

The primary function of engine controls is to convert the pilot’s commands into changes in the amount of fuel that is fed into the aircraft engine, thereby controlling the amount of thrust produced by the engines and ultimately the speed of the aircraft. The Parties’ activities overlap in the provision of electronic engine controls (‘EECs’), main fuel pumps, and fuel metering units (‘FMUs’). These three components are mainly sold to engine manufacturers.

| (27) | The market investigation has confirmed that each of the above mentioned components is a market in itself. The potential for demand-side substitution for these components is very limited since each of them performs a distinct and vital function in the operation of the aircraft types they are used for. The Notifying Party has not provided arguments that call the absence of demand-substitutability into question. |
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(27)

The market investigation has confirmed that each of the above mentioned components is a market in itself. The potential for demand-side substitution for these components is very limited since each of them performs a distinct and vital function in the operation of the aircraft types they are used for. The Notifying Party has not provided arguments that call the absence of demand-substitutability into question.

| (28) | Furthermore, the Notifying Party considers that a segmentation based on aircraft or engine size is not warranted based on a high degree of supply-side substitutability. It also submits that it is not relevant to make a distinction between engine control product markets for civil and military applications (i.e. according to purpose) since: both have the same basic functionality, in many cases essentially the same engine (including engine controls) is used for both applications, and there would be a similar number of alternative suppliers under either market definition. |
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(28)

Furthermore, the Notifying Party considers that a segmentation based on aircraft or engine size is not warranted based on a high degree of supply-side substitutability. It also submits that it is not relevant to make a distinction between engine control product markets for civil and military applications (i.e. according to purpose) since: both have the same basic functionality, in many cases essentially the same engine (including engine controls) is used for both applications, and there would be a similar number of alternative suppliers under either market definition.

| (29) | The Commission’s investigation has shown that the competitive conditions for engine controls differ across segments identified by engine size and aircraft purpose, in view of differences regarding product requirements and performance. The investigation has confirmed that engine controls on the different aircraft platform segments constitute distinct markets, primarily because of an evident lack of demand-side substitutability. Even though supply-substitutability is a feature of a certain importance, the barriers to entry in order to move to adjacent platforms are significant due to the sophistication of engine controls, the high associated R & D requirements, the cost of obtaining product certification and the need to have a strong technology capability as well as a worldwide product support network. Furthermore, any potential market entry of an alternative engine controls supplier is offset by the high switching costs for users. In sum, each of the above mentioned engine controls forms a market in itself for each of the aircraft platforms they are used for. |
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(29)

The Commission’s investigation has shown that the competitive conditions for engine controls differ across segments identified by engine size and aircraft purpose, in view of differences regarding product requirements and performance. The investigation has confirmed that engine controls on the different aircraft platform segments constitute distinct markets, primarily because of an evident lack of demand-side substitutability. Even though supply-substitutability is a feature of a certain importance, the barriers to entry in order to move to adjacent platforms are significant due to the sophistication of engine controls, the high associated R & D requirements, the cost of obtaining product certification and the need to have a strong technology capability as well as a worldwide product support network. Furthermore, any potential market entry of an alternative engine controls supplier is offset by the high switching costs for users. In sum, each of the above mentioned engine controls forms a market in itself for each of the aircraft platforms they are used for.

| (30) | The Notifying Party considers that the geographic scope of engine control markets is worldwide. In previous decisions the Commission has considered that the geographic scope of the engine control markets for civil aerospace applications is worldwide. The market investigation supports this view. For military applications and defence markets, considered national in scope where there is a national supplier, and otherwise the EEA or worldwide. |
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(30)

The Notifying Party considers that the geographic scope of engine control markets is worldwide. In previous decisions the Commission has considered that the geographic scope of the engine control markets for civil aerospace applications is worldwide. The market investigation supports this view. For military applications and defence markets, considered national in scope where there is a national supplier, and otherwise the EEA or worldwide.

| (31) | For the purpose of this Decision, the assessment will be carried out on the basis of a worldwide market. Since the analysis of the vertical relationship between Goodrich and Pratt & Whitney leads to the conclusion that the concentration as notified would significantly impede effective competition for civil applications, and since the proposed divestiture, in combination with Rolls-Royce’s buyout of UTC in Aero Engine Controls (‘AEC’), will remove the entire horizontal overlap between Goodrich and UTC in engine controls, it is not necessary to investigate potentially narrower geographical markets for military applications. |
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(31)

For the purpose of this Decision, the assessment will be carried out on the basis of a worldwide market. Since the analysis of the vertical relationship between Goodrich and Pratt & Whitney leads to the conclusion that the concentration as notified would significantly impede effective competition for civil applications, and since the proposed divestiture, in combination with Rolls-Royce’s buyout of UTC in Aero Engine Controls (‘AEC’), will remove the entire horizontal overlap between Goodrich and UTC in engine controls, it is not necessary to investigate potentially narrower geographical markets for military applications.

4.   Fuel nozzles

| (32) | Fuel nozzles are turbomachinery components for aerospace engines whose function is to deliver fuel into the engine’s combustion chambers. Fuel nozzles are made by attaching various machined detail parts (spray tip, fuel fittings and strainer) to a forged or cast base support. Fuel nozzles are sold directly to the engine manufacturers or to the end-user as a spare part in the aftermarket. The market for fuel nozzles is characterized by infrequent and large contract awards. |
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(32)

Fuel nozzles are turbomachinery components for aerospace engines whose function is to deliver fuel into the engine’s combustion chambers. Fuel nozzles are made by attaching various machined detail parts (spray tip, fuel fittings and strainer) to a forged or cast base support. Fuel nozzles are sold directly to the engine manufacturers or to the end-user as a spare part in the aftermarket. The market for fuel nozzles is characterized by infrequent and large contract awards.

| (33) | The Commission has previously identified a distinct market for machined parts used in aircraft engines. However, the question whether each type of machined part should constitute a distinct product market and/or whether a distinction should be made according to the type of aircraft/engine was left open. |
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(33)

The Commission has previously identified a distinct market for machined parts used in aircraft engines. However, the question whether each type of machined part should constitute a distinct product market and/or whether a distinction should be made according to the type of aircraft/engine was left open.

| (34) | For the purpose of this Decision, the exact product market definition can be left open as the assessment of the vertical effects of the proposed transaction in relation to engines does not depend on the precise scope of the upstream market of nozzles. |
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(34)

For the purpose of this Decision, the exact product market definition can be left open as the assessment of the vertical effects of the proposed transaction in relation to engines does not depend on the precise scope of the upstream market of nozzles.

| (35) | The Notifying Party submits that the geographic market definition for fuel nozzles is worldwide. The market investigation confirmed that most of the fuel nozzles suppliers serve their clients regardless of their location, and so do customers when choosing their suppliers. The Commission therefore considers that the relevant geographic market for the supply of fuel nozzles to civil applications is worldwide. |
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(35)

The Notifying Party submits that the geographic market definition for fuel nozzles is worldwide. The market investigation confirmed that most of the fuel nozzles suppliers serve their clients regardless of their location, and so do customers when choosing their suppliers. The Commission therefore considers that the relevant geographic market for the supply of fuel nozzles to civil applications is worldwide.

B.   Competitive assessment

1.   Horizontal effects

1.1.   AC power generators

| (36) | UTC is currently the leader in aircraft AC power generation through its subsidiary Hamilton Sundstrand. The market investigation has confirmed that the proposed transaction would strengthen this position. When one considers AC generation as a whole, the Parties’ combined market share in 2010 was [80-90] % (Goodrich’s increment was [10-20] %). If AC generation were to be further split into military and commercial applications, or according to the size of the aircraft, the proposed transaction would also result in very high combined market shares. |
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(36)

UTC is currently the leader in aircraft AC power generation through its subsidiary Hamilton Sundstrand. The market investigation has confirmed that the proposed transaction would strengthen this position. When one considers AC generation as a whole, the Parties’ combined market share in 2010 was [80-90] % (Goodrich’s increment was [10-20] %). If AC generation were to be further split into military and commercial applications, or according to the size of the aircraft, the proposed transaction would also result in very high combined market shares.

| (37) | The market investigation has revealed three main trends impacting the current development of aircraft electrical systems: (i) the shift from electrical systems designed around constant frequency to systems designed on variable frequency; (ii) the industry trend towards a more electric aircraft; and (iii) the increasing demand for system integration capacities. |
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(37)

The market investigation has revealed three main trends impacting the current development of aircraft electrical systems: (i) the shift from electrical systems designed around constant frequency to systems designed on variable frequency; (ii) the industry trend towards a more electric aircraft; and (iii) the increasing demand for system integration capacities.

| (38) | The large market share of Hamilton Sundstrand in AC generation is predominantly derived from the platforms using constant frequency AC generation systems. However, since Hamilton Sundstrand lost out on the variable frequency contract for the A380 in 2001 has developed a strong position in variable frequency AC generation for large commercial aircraft. |
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(38)

The large market share of Hamilton Sundstrand in AC generation is predominantly derived from the platforms using constant frequency AC generation systems. However, since Hamilton Sundstrand lost out on the variable frequency contract for the A380 in 2001 has developed a strong position in variable frequency AC generation for large commercial aircraft.

| (39) | As to Goodrich’s specific presence in the AC power generation market, Goodrich, through the Aerolec joint venture, won the tender for the Airbus A380 in 2001 and for the Airbus military transport turboprop A400M in 2003. It is also present on a standalone basis in variable frequency AC generation in a number of smaller platforms. Although Goodrich exited the constant frequency AC main generation original equipment business more than 15 years ago, it still has in service constant frequency generators on various platforms. |
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(39)

As to Goodrich’s specific presence in the AC power generation market, Goodrich, through the Aerolec joint venture, won the tender for the Airbus A380 in 2001 and for the Airbus military transport turboprop A400M in 2003. It is also present on a standalone basis in variable frequency AC generation in a number of smaller platforms. Although Goodrich exited the constant frequency AC main generation original equipment business more than 15 years ago, it still has in service constant frequency generators on various platforms.

| (40) | The in-depth investigation revealed that market operators perceive that UTC has a very strong capacity in AC power generation for large, regional and corporate commercial aircraft, whereas Goodrich on a standalone basis or through its Aerolec Joint Venture has a strong capacity in AC power generation, in particular as regards regional and corporate aircraft. |
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(40)

The in-depth investigation revealed that market operators perceive that UTC has a very strong capacity in AC power generation for large, regional and corporate commercial aircraft, whereas Goodrich on a standalone basis or through its Aerolec Joint Venture has a strong capacity in AC power generation, in particular as regards regional and corporate aircraft.

| (41) | A case by case analysis of recent bids revealed that the Parties are in fact close competitors and that Goodrich exerts a strong competitive constraint on Hamilton Sundstrand’s in variable frequency AC generation. |
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(41)

A case by case analysis of recent bids revealed that the Parties are in fact close competitors and that Goodrich exerts a strong competitive constraint on Hamilton Sundstrand’s in variable frequency AC generation.

| (42) | Regarding competitors, as of today none has on a stand-alone basis a variable frequency AC generator in service on a large commercial aircraft. Competitors to Hamilton Sundstrand and Goodrich therefore all lack a proven technology which would allow them to become credible competitors in the market for power generation in the near future. The in-depth market investigation revealed that Honeywell is viewed as having a weak position in AC power generation in all the platforms except helicopters and in particular a very weak position in large commercial aircraft. GE on the other hand is believed to have today a weak position in all of the segments. As to Thales it is regarded as having a weak position in relation to large and regional aircraft but a strong capacity for corporate jets and helicopters. |
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(42)

Regarding competitors, as of today none has on a stand-alone basis a variable frequency AC generator in service on a large commercial aircraft. Competitors to Hamilton Sundstrand and Goodrich therefore all lack a proven technology which would allow them to become credible competitors in the market for power generation in the near future. The in-depth market investigation revealed that Honeywell is viewed as having a weak position in AC power generation in all the platforms except helicopters and in particular a very weak position in large commercial aircraft. GE on the other hand is believed to have today a weak position in all of the segments. As to Thales it is regarded as having a weak position in relation to large and regional aircraft but a strong capacity for corporate jets and helicopters.

| (43) | Furthermore, the market investigation revealed that UTC’s merger with Goodrich will contribute to reinforce the merging parties’ capacity in electrical systems integration. |
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(43)

Furthermore, the market investigation revealed that UTC’s merger with Goodrich will contribute to reinforce the merging parties’ capacity in electrical systems integration.

| (44) | Barriers to entry and repositioning in power generation are relatively high, in particular in AC power generation which is used in most large commercial aircraft. Incumbent suppliers have an advantage against new entrants due to the relevance that reputational effects, accumulated flying hours and in-service experience play in this market. Moreover, accumulated R & D expenditures significantly play to the advantage of incumbents in this largely technology-driven industry. |
| --- | --- |

(44)

Barriers to entry and repositioning in power generation are relatively high, in particular in AC power generation which is used in most large commercial aircraft. Incumbent suppliers have an advantage against new entrants due to the relevance that reputational effects, accumulated flying hours and in-service experience play in this market. Moreover, accumulated R & D expenditures significantly play to the advantage of incumbents in this largely technology-driven industry.

| (45) | A large number of competitors and customers expressed concerns about the negative impact of the proposed transaction on competition and the impact it might have by reducing innovation incentives in AC power generation. |
| --- | --- |

(45)

A large number of competitors and customers expressed concerns about the negative impact of the proposed transaction on competition and the impact it might have by reducing innovation incentives in AC power generation.

| (46) | It appears that Goodrich’s expertise and proven technology in variable frequency AC power generation is considered important to the industry. Concerns were expressed that post transaction there would be no credible alternative partner to team up with that would allow rivals to offer an alternative to Hamilton Sundstrand in AC power generation. It appears that the investments required to ensure standalone presence in AC generation for large commercial aircraft would be so substantial that teaming up with another industrial partner is essential to reduce development risks. |
| --- | --- |

(46)

It appears that Goodrich’s expertise and proven technology in variable frequency AC power generation is considered important to the industry. Concerns were expressed that post transaction there would be no credible alternative partner to team up with that would allow rivals to offer an alternative to Hamilton Sundstrand in AC power generation. It appears that the investments required to ensure standalone presence in AC generation for large commercial aircraft would be so substantial that teaming up with another industrial partner is essential to reduce development risks.

| (47) | In view of the above, the in depth investigation has confirmed the serious doubts as to the concentration compatibility with the internal market as expressed in the Article 6(1)(c) decision relation to the market for AC power generators (or alternatively on its possible submarkets). |
| --- | --- |

(47)

In view of the above, the in depth investigation has confirmed the serious doubts as to the concentration compatibility with the internal market as expressed in the Article 6(1)(c) decision relation to the market for AC power generators (or alternatively on its possible submarkets).

2.   Vertical effects

2.1.   Aircraft engines

| (48) | UTC is active in the market for aircraft engines through its subsidiary Pratt & Whitney, as well as two joint ventures, International Aero Engines (‘IAE’) and Engine Alliance (a 50/50 joint venture between Pratt & Whitney and GE). According to the Notifying Party, the main competitors on the market are GE, Safran/Snecma, CFMI (a 50/50 joint venture between GE and Safran), Rolls-Royce, Honeywell and Williams. |
| --- | --- |

(48)

UTC is active in the market for aircraft engines through its subsidiary Pratt & Whitney, as well as two joint ventures, International Aero Engines (‘IAE’) and Engine Alliance (a 50/50 joint venture between Pratt & Whitney and GE). According to the Notifying Party, the main competitors on the market are GE, Safran/Snecma, CFMI (a 50/50 joint venture between GE and Safran), Rolls-Royce, Honeywell and Williams.

| (49) | In the large commercial aircraft turbofan engine segment, Engine Alliance has a [0-5] % market share and Pratt & Whitney has a [0-5] % market share at the worldwide level. On the other hand, UTC has no market share on the large regional aircraft turbofan engine segment, whereas the Parties have not submitted market shares for small regional aircraft turbofan engines since they argue that there are none currently in production. In the corporate aircraft turbofan engines segment, Pratt & Whitney has a [20-30] % market share, while it is the leader in the turboprop/turboshaft engine segment with a [40-50] % market share. |
| --- | --- |

(49)

In the large commercial aircraft turbofan engine segment, Engine Alliance has a [0-5] % market share and Pratt & Whitney has a [0-5] % market share at the worldwide level. On the other hand, UTC has no market share on the large regional aircraft turbofan engine segment, whereas the Parties have not submitted market shares for small regional aircraft turbofan engines since they argue that there are none currently in production. In the corporate aircraft turbofan engines segment, Pratt & Whitney has a [20-30] % market share, while it is the leader in the turboprop/turboshaft engine segment with a [40-50] % market share.

2.2.   Engine controls for small aircraft engines

| (50) | The proposed transaction gives rise to a vertical link between the upstream supply of EECs, main fuel pumps and FMUs (together ‘engine controls’), where both Goodrich and UTC are active, and the downstream supply of aircraft engines, where UTC is active through Pratt & Whitney. |
| --- | --- |

(50)

The proposed transaction gives rise to a vertical link between the upstream supply of EECs, main fuel pumps and FMUs (together ‘engine controls’), where both Goodrich and UTC are active, and the downstream supply of aircraft engines, where UTC is active through Pratt & Whitney.

| (51) | UTC is active in the production of engine controls through Hamilton Sundstrand. Goodrich is active in engine controls through AEC and Goodrich Pump & Engine Control Systems (‘GPECS’). GPECS produces engine controls for all engine sizes, with a particular focus on engines under 4 000 lbs thrust. GPECS has among its customers some of Pratt & Whitney’s main competitors in the small engine segment, such as Honeywell and Williams. |
| --- | --- |

(51)

UTC is active in the production of engine controls through Hamilton Sundstrand. Goodrich is active in engine controls through AEC and Goodrich Pump & Engine Control Systems (‘GPECS’). GPECS produces engine controls for all engine sizes, with a particular focus on engines under 4 000 lbs thrust. GPECS has among its customers some of Pratt & Whitney’s main competitors in the small engine segment, such as Honeywell and Williams.

| (52) | Regarding EECs, the merged entity would have a [40-50] % market share at the worldwide level based on 2010 figures. In narrower segments, the Parties’ highest combined market share is in corporate jets ([70-80] %). In main fuel pumps the Parties’ combined market share at the worldwide level is [30-40] %. The Parties’ highest combined worldwide market share in narrower segments is [50-60] %, for military applications. As regards FMUs, the merged entity would reach a market share of [20-30] % at the worldwide level. The highest worldwide market share in a narrower segmentation would be [40-50] % in smaller engines. |
| --- | --- |

(52)

Regarding EECs, the merged entity would have a [40-50] % market share at the worldwide level based on 2010 figures. In narrower segments, the Parties’ highest combined market share is in corporate jets ([70-80] %). In main fuel pumps the Parties’ combined market share at the worldwide level is [30-40] %. The Parties’ highest combined worldwide market share in narrower segments is [50-60] %, for military applications. As regards FMUs, the merged entity would reach a market share of [20-30] % at the worldwide level. The highest worldwide market share in a narrower segmentation would be [40-50] % in smaller engines.

| (53) | During the market investigation, both Honeywell and Williams raised concerns regarding a potential input foreclosure by the merged entity with respect to the supply of engine controls for Honeywell’s and William’s engines. Post transaction Goodrich’s incentives regarding its supply relationships with Williams and Honeywell would change since Goodrich would become part of the same group as Pratt & Whitney, which competes on the engine market with Williams for the corporate aircraft segment and with Honeywell for the corporate, regional and helicopter segments. |
| --- | --- |

(53)

During the market investigation, both Honeywell and Williams raised concerns regarding a potential input foreclosure by the merged entity with respect to the supply of engine controls for Honeywell’s and William’s engines. Post transaction Goodrich’s incentives regarding its supply relationships with Williams and Honeywell would change since Goodrich would become part of the same group as Pratt & Whitney, which competes on the engine market with Williams for the corporate aircraft segment and with Honeywell for the corporate, regional and helicopter segments.

| (54) | Although the in-depth investigation indicated that there would remain alternative suppliers to Goodrich, the investigation also showed that the merged entity would have the ability to stop, disturb or otherwise restrict the supply of engine controls to Honeywell and Williams. Switching to another supplier would entail high costs and it would take at least three years to develop alternative engine control systems. This would therefore affect the current supply relationships between Honeywell, Williams and their respective OEM aircraft customers. |
| --- | --- |

(54)

Although the in-depth investigation indicated that there would remain alternative suppliers to Goodrich, the investigation also showed that the merged entity would have the ability to stop, disturb or otherwise restrict the supply of engine controls to Honeywell and Williams. Switching to another supplier would entail high costs and it would take at least three years to develop alternative engine control systems. This would therefore affect the current supply relationships between Honeywell, Williams and their respective OEM aircraft customers.

| (55) | Furthermore, the in-depth investigation indicated that the merged entity would have the incentive to stop, disturb or otherwise restrict the supply of engine controls to Honeywell and Williams. On the one hand, the market investigation showed that there are no aircraft platforms dual sourcing the engine from Williams or Honeywell and Pratt & Whitney, and it did not point to near-term opportunities whereby Williams or Honeywell would be competing with Pratt & Witney for the engine selection on new corporate aircraft platforms. |
| --- | --- |

(55)

Furthermore, the in-depth investigation indicated that the merged entity would have the incentive to stop, disturb or otherwise restrict the supply of engine controls to Honeywell and Williams. On the one hand, the market investigation showed that there are no aircraft platforms dual sourcing the engine from Williams or Honeywell and Pratt & Whitney, and it did not point to near-term opportunities whereby Williams or Honeywell would be competing with Pratt & Witney for the engine selection on new corporate aircraft platforms.

| (56) | However, on the other hand, the investigation confirmed that there are a number of aircraft platforms which deploy Pratt & Whitney engines and which compete with aircraft deploying Williams’s and Honeywell’s engines that use Goodrich’s engine controls. The Commission compared the expected losses and gains of the merged entity resulting from a possible input foreclosure strategy. An input foreclosure strategy would have a significant impact on Williams’s business since potential damage would not be limited to lost sales, but also entail potential damage payments and loss of reputation. This scenario would benefit the merged entity because it would divert Williams’s time and resources from investing in new products to managing these issues. |
| --- | --- |

(56)

However, on the other hand, the investigation confirmed that there are a number of aircraft platforms which deploy Pratt & Whitney engines and which compete with aircraft deploying Williams’s and Honeywell’s engines that use Goodrich’s engine controls. The Commission compared the expected losses and gains of the merged entity resulting from a possible input foreclosure strategy. An input foreclosure strategy would have a significant impact on Williams’s business since potential damage would not be limited to lost sales, but also entail potential damage payments and loss of reputation. This scenario would benefit the merged entity because it would divert Williams’s time and resources from investing in new products to managing these issues.

| (57) | As regards the impact on effective competition, the market investigation indicated that an input foreclosure strategy would have detrimental effect on competition and hence customers. Honeywell and Williams combined cover [20-30] % of the market for corporate aircraft turbofan engines and Pratt & Whitney holds [20-30] % market share. However, since different engines within the market have different specifications, each engine competition is likely to be between a relatively limited number of particular specific engines. |
| --- | --- |

(57)

As regards the impact on effective competition, the market investigation indicated that an input foreclosure strategy would have detrimental effect on competition and hence customers. Honeywell and Williams combined cover [20-30] % of the market for corporate aircraft turbofan engines and Pratt & Whitney holds [20-30] % market share. However, since different engines within the market have different specifications, each engine competition is likely to be between a relatively limited number of particular specific engines.

| (58) | If Honeywell and Williams were not able to respond to engine orders placed under their existing engine supply contracts, their customers (i.e. airframers) might not be able to deliver aircraft to the final customers (such as airlines). As a consequence, final customers might opt for buying a competing aircraft deploying a Pratt & Whitney engine. Therefore, the choice of aircraft for final customers could be significantly reduced. Furthermore, if Honeywell or Williams were not able to participate in tenders for the supply of new engines, the airframers’ choice of engine suppliers for their new platforms could be significantly reduced. This reduction of choice might in turn lead to an increase in price level and a reduction in quality. |
| --- | --- |

(58)

If Honeywell and Williams were not able to respond to engine orders placed under their existing engine supply contracts, their customers (i.e. airframers) might not be able to deliver aircraft to the final customers (such as airlines). As a consequence, final customers might opt for buying a competing aircraft deploying a Pratt & Whitney engine. Therefore, the choice of aircraft for final customers could be significantly reduced. Furthermore, if Honeywell or Williams were not able to participate in tenders for the supply of new engines, the airframers’ choice of engine suppliers for their new platforms could be significantly reduced. This reduction of choice might in turn lead to an increase in price level and a reduction in quality.

| (59) | In view of the above, in the absence of supply agreements between the merged entity and its customers Honeywell and Williams, the Commission concludes that the in depth investigation has confirmed the serious doubts as to the concentration’s compatibility with the internal market as expressed in the Article 6(1)(c) decision with respect to the vertical relationship between, on the one hand, EECs, main fuel pumps and FMUs, and on the other hand, small engines. |
| --- | --- |

(59)

In view of the above, in the absence of supply agreements between the merged entity and its customers Honeywell and Williams, the Commission concludes that the in depth investigation has confirmed the serious doubts as to the concentration’s compatibility with the internal market as expressed in the Article 6(1)(c) decision with respect to the vertical relationship between, on the one hand, EECs, main fuel pumps and FMUs, and on the other hand, small engines.

2.3.   Fuel nozzles for engines

| (60) | The proposed transaction gives rise to a vertical link between the supply of aircraft engines, where UTC is active through its subsidiary Pratt & Whitney, and the manufacture of fuel nozzles, where Goodrich is active. In particular, Goodrich has engaged in a R & D cooperation with Rolls-Royce, one of the main large commercial engine manufacturers competing with Pratt & Whitney, to develop a new generation of fuel nozzles that will reduce large engines emissions. |
| --- | --- |

(60)

The proposed transaction gives rise to a vertical link between the supply of aircraft engines, where UTC is active through its subsidiary Pratt & Whitney, and the manufacture of fuel nozzles, where Goodrich is active. In particular, Goodrich has engaged in a R & D cooperation with Rolls-Royce, one of the main large commercial engine manufacturers competing with Pratt & Whitney, to develop a new generation of fuel nozzles that will reduce large engines emissions.

| (61) | Contrary to more generic components, fuel nozzles are interlocked with engine production as each nozzle is designed specifically to meet the performance requirements associated to a particular engine. Switching fuel nozzle supplier is not straight forward. In fact, since the IPRs associated to the fuel nozzle component are normally held by the supplier, before introducing a new supplier and replace the incumbent, the engine OEM should account for the time required by the new supplier to design and develop from scratch the new nozzle component. In addition, as for other engine components, the replacement of a fuel nozzle on an existing certified engine platform requires in any case the testing and certification of the new component. The market investigation confirmed that switching is highly costly and time consuming. |
| --- | --- |

(61)

Contrary to more generic components, fuel nozzles are interlocked with engine production as each nozzle is designed specifically to meet the performance requirements associated to a particular engine. Switching fuel nozzle supplier is not straight forward. In fact, since the IPRs associated to the fuel nozzle component are normally held by the supplier, before introducing a new supplier and replace the incumbent, the engine OEM should account for the time required by the new supplier to design and develop from scratch the new nozzle component. In addition, as for other engine components, the replacement of a fuel nozzle on an existing certified engine platform requires in any case the testing and certification of the new component. The market investigation confirmed that switching is highly costly and time consuming.

| (62) | During the in-depth investigation, concerns arose in relation to Goodrich’s current cooperation with Rolls-Royce on the development of a new lean burn fuel nozzle technology, which will improve the emission performance of engines and is expected to be a stringent requirement for participating in future competitions for large commercial engines. The investigation shows that the merged entity will have the ability and incentive to implement an input foreclosure strategy in relation to the new lean burn fuel nozzles and in particular in relation to the upcoming tender for the Boeing B777X platform, for which both Rolls-Royce and Pratt & Whitney are competing. |
| --- | --- |

(62)

During the in-depth investigation, concerns arose in relation to Goodrich’s current cooperation with Rolls-Royce on the development of a new lean burn fuel nozzle technology, which will improve the emission performance of engines and is expected to be a stringent requirement for participating in future competitions for large commercial engines. The investigation shows that the merged entity will have the ability and incentive to implement an input foreclosure strategy in relation to the new lean burn fuel nozzles and in particular in relation to the upcoming tender for the Boeing B777X platform, for which both Rolls-Royce and Pratt & Whitney are competing.

| (63) | If Rolls-Royce is not able to participate in the B777X tender, Boeing in the first place will suffer from a choice reduction as it will have less engine suppliers competing for the contract. This reduction of choice might in turn lead to price increase and quality reduction. In addition, the likely negative impact will be felt by customers through the duration of the B777X platform. Furthermore, if Rolls-Royce ability to compete on this new type of emission-efficient engines is hindered, the choice of engine suppliers for other airframers might be significantly reduced in the future. |
| --- | --- |

(63)

If Rolls-Royce is not able to participate in the B777X tender, Boeing in the first place will suffer from a choice reduction as it will have less engine suppliers competing for the contract. This reduction of choice might in turn lead to price increase and quality reduction. In addition, the likely negative impact will be felt by customers through the duration of the B777X platform. Furthermore, if Rolls-Royce ability to compete on this new type of emission-efficient engines is hindered, the choice of engine suppliers for other airframers might be significantly reduced in the future.

| (64) | The Commission therefore concludes that the concentration as notified would significantly impede effective competition with respect to the vertical relationship between fuel nozzles and engines. |
| --- | --- |

(64)

The Commission therefore concludes that the concentration as notified would significantly impede effective competition with respect to the vertical relationship between fuel nozzles and engines.

C.   Commitments

| (65) | The Notifying Party submitted commitments to remove the identified concerns. |
| --- | --- |

(65)

The Notifying Party submitted commitments to remove the identified concerns.

1.   AC power generators

| (66) | UTC proposed to divest Goodrich’s entire electrical power systems business (the ‘Electrical Power Systems Divestment Business’). This comprises Goodrich’s activities in the design, production and supply of AC and low-voltage DC power generation systems, along with its activities in the design, production and supply of electric distribution systems. In addition, it includes Goodrich’s interests in the Aerolec joint venture between Goodrich and Thales. |
| --- | --- |

(66)

UTC proposed to divest Goodrich’s entire electrical power systems business (the ‘Electrical Power Systems Divestment Business’). This comprises Goodrich’s activities in the design, production and supply of AC and low-voltage DC power generation systems, along with its activities in the design, production and supply of electric distribution systems. In addition, it includes Goodrich’s interests in the Aerolec joint venture between Goodrich and Thales.

| (67) | The Commitments address the concerns identified regarding AC power generation as they remove entirely the overlap between UTC and Goodrich in this market. |
| --- | --- |

(67)

The Commitments address the concerns identified regarding AC power generation as they remove entirely the overlap between UTC and Goodrich in this market.

2.   Engine controls for small aircraft engines

| (68) | UTC proposed to divest (i) Goodrich’s engine control business situated at West Hartford, Connecticut, United States; as well as (ii) the assets and intellectual property used for engine controls activities in Montreal, Canada (the ‘Montreal Assets’), that are currently being transferred to the West Hartford facility (together, the ‘Engine Controls Divestment Business’). The Engine Controls Divestment Business comprises only the assets owned by GPECS that are relevant for engine controls for small engines. |
| --- | --- |

(68)

UTC proposed to divest (i) Goodrich’s engine control business situated at West Hartford, Connecticut, United States; as well as (ii) the assets and intellectual property used for engine controls activities in Montreal, Canada (the ‘Montreal Assets’), that are currently being transferred to the West Hartford facility (together, the ‘Engine Controls Divestment Business’). The Engine Controls Divestment Business comprises only the assets owned by GPECS that are relevant for engine controls for small engines.

| (69) | The divestiture offered addresses all the concerns identified with respect to engine controls. Through the divestiture, Pratt & Whitney Canada’s competitors in the supply of small engines may be supplied with engine controls by a third party independent from the merged entity. |
| --- | --- |

(69)

The divestiture offered addresses all the concerns identified with respect to engine controls. Through the divestiture, Pratt & Whitney Canada’s competitors in the supply of small engines may be supplied with engine controls by a third party independent from the merged entity.

3.   Fuel nozzles for engines

| (70) | UTC submitted a commitment to grant Rolls-Royce the option to acquire the Lean Burn R & D Project pursuant to the terms of a Memorandum of Understanding between UTC and Rolls-Royce of 7 June 2012. |
| --- | --- |

(70)

UTC submitted a commitment to grant Rolls-Royce the option to acquire the Lean Burn R & D Project pursuant to the terms of a Memorandum of Understanding between UTC and Rolls-Royce of 7 June 2012.

| (71) | In addition, UTC committed to a number of related obligations, including the obligation to ensure continued cooperation to support Rolls-Royce bid for the 777X program for the time period necessary to support Entry into Service of the lean burn engine. |
| --- | --- |

(71)

In addition, UTC committed to a number of related obligations, including the obligation to ensure continued cooperation to support Rolls-Royce bid for the 777X program for the time period necessary to support Entry into Service of the lean burn engine.

| (72) | The Commitments address all the concerns identified in relation to fuel nozzles. Rolls-Royce will have the option to acquire the Lean Burn R & D Project so as to make sure to have access to this component critical for the new emission-efficient engines, which will be more and more required by airframers. The safeguarding of Rolls-Royce’s ability to develop a new fuel efficient engine is ensured by the existence of the option and does not depend on its exercise as such. In particular, the Commitments address the concern that the merged entity will prevent Rolls-Royce from competing for the B777X program, since Goodrich will continue the cooperation with Rolls-Royce for the time necessary to support the Entry into Service of the new engine. |
| --- | --- |

(72)

The Commitments address all the concerns identified in relation to fuel nozzles. Rolls-Royce will have the option to acquire the Lean Burn R & D Project so as to make sure to have access to this component critical for the new emission-efficient engines, which will be more and more required by airframers. The safeguarding of Rolls-Royce’s ability to develop a new fuel efficient engine is ensured by the existence of the option and does not depend on its exercise as such. In particular, the Commitments address the concern that the merged entity will prevent Rolls-Royce from competing for the B777X program, since Goodrich will continue the cooperation with Rolls-Royce for the time necessary to support the Entry into Service of the new engine.

V.   CONCLUSION

| (73) | For the reasons mentioned above, the concentration would therefore not significantly impede effective competition in the internal market or in a substantial part of it. |
| --- | --- |

(73)

For the reasons mentioned above, the concentration would therefore not significantly impede effective competition in the internal market or in a substantial part of it.

Consequently the concentration should be declared compatible with the internal market and the functioning of the EEA Agreement, pursuant to Article 8(2) of the Merger Regulation and Article 57 of the EEA Agreement, subject to compliance with the Commitments.

---

(1)  OJ L 24, 29.1.2004, p. 1.

(2)  See Section 6 of the Decision.

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NOTICES FROM MEMBER STATES

| 21.11.2015 | EN | Official Journal of the European Union | C 388/15 |
| --- | --- | --- | --- |

21.11.2015

EN

Official Journal of the European Union

C 388/15

---

Information communicated by Member States regarding closure of fisheries

(2015/C 388/06)

In accordance with Article 35(3) of Council Regulation (EC) No 1224/2009 of 20 November 2009 establishing a Community control system for ensuring compliance with the rules of the common fisheries policy (1), a decision has been taken to close the fishery as set down in the following table:

| Date and time of closure | 19.10.2015 |
| --- | --- |
| Duration | 19.10-31.12.2015 |
| Member State | Sweden |
| Stock or Group of stocks | POK/04-N. |
| Species | Saithe (Pollachius virens) |
| Zone | Norwegian waters south of 62° N |
| Type(s) of fishing vessels | — |
| Reference number | 58/TQ104 |

Date and time of closure

19.10.2015

Duration

19.10-31.12.2015

Member State

Sweden

Stock or Group of stocks

POK/04-N.

Species

Saithe (Pollachius virens)

Zone

Norwegian waters south of 62° N

Type(s) of fishing vessels

—

Reference number

58/TQ104

---

(1)  OJ L 343, 22.12.2009, p. 1.

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V Announcements

PROCEDURES RELATING TO THE IMPLEMENTATION OF THE COMMON COMMERCIAL POLICY

European Commission

| 21.11.2015 | EN | Official Journal of the European Union | C 388/16 |
| --- | --- | --- | --- |

21.11.2015

EN

Official Journal of the European Union

C 388/16

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Notice of the impending expiry of certain anti-dumping measures

(2015/C 388/07)

1.   As provided for in Article 11(2) of Council Regulation (EC) No 1225/2009 of 30 November 2009 on protection against dumped imports from countries not members of the European Community (1), the Commission gives notice that, unless a review is initiated in accordance with the following procedure, the anti-dumping measures mentioned below will expire on the date mentioned in the table below.

2.   Procedure

Union producers may lodge a written request for a review. This request must contain sufficient evidence that the expiry of the measures would be likely to result in a continuation or recurrence of dumping and injury.

Should the Commission decide to review the measures concerned, importers, exporters, representatives of the exporting country and Union producers will then be provided with the opportunity to amplify, rebut or comment on the matters set out in the review request.

3.   Time limit

Union producers may submit a written request for a review on the above basis, to reach the European Commission, Directorate-General for Trade (Unit H-1), CHAR 4/39, 1049 Brussels, Belgium (2) at any time from the date of the publication of the present notice but no later than 3 months before the date mentioned in the table below.

4.   This notice is published in accordance with Article 11(2) of Regulation (EC) No 1225/2009.

| Product | Country(ies) of origin or exportation | Measures | Reference | Date of expiry (3) |
| --- | --- | --- | --- | --- |
| Barium carbonate | The People’s Republic of China | Anti-dumping duty | Council Implementing Regulation (EU) No 831/2011 of 16 August 2011 imposing a definitive anti-dumping duty on imports of barium carbonate originating in the People’s Republic of China following an expiry review pursuant to Article 11(2) of Regulation (EC) No 1225/2009 (OJ L 214, 19.8.2011, p. 1) | 20.8.2016 |

Product

Country(ies) of origin or exportation

Measures

Reference

Date of expiry (3)

Barium carbonate

The People’s Republic of China

Anti-dumping duty

Council Implementing Regulation (EU) No 831/2011 of 16 August 2011 imposing a definitive anti-dumping duty on imports of barium carbonate originating in the People’s Republic of China following an expiry review pursuant to Article 11(2) of Regulation (EC) No 1225/2009 (OJ L 214, 19.8.2011, p. 1)

20.8.2016

---

(1)  OJ L 343, 22.12.2009, p. 51.

(2)  TRADE-Defence-complaints@ec.europa.eu

(3)  The measure expires at midnight of the day mentioned in this column

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PROCEDURES RELATING TO THE IMPLEMENTATION OF COMPETITION POLICY

European Commission

| 21.11.2015 | EN | Official Journal of the European Union | C 388/17 |
| --- | --- | --- | --- |

21.11.2015

EN

Official Journal of the European Union

C 388/17

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Prior notification of a concentration

(Case M.7856 — Thoma Bravo/Silver Lake Group/SolarWinds)

Candidate case for simplified procedure

(Text with EEA relevance)

(2015/C 388/08)

| 1. | On 17 November 2015, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertakings Thoma Bravo, LLC (‘Thoma Bravo’, United States) and Silver Lake Group, LLC (‘Silver Lake’, United States) acquire, within the meaning of Article 3(1)(b) of the Merger Regulation, joint control of the undertaking SolarWinds, Inc. (‘SolarWinds’, United States), by way of purchase of shares. |
| --- | --- |

1.

On 17 November 2015, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertakings Thoma Bravo, LLC (‘Thoma Bravo’, United States) and Silver Lake Group, LLC (‘Silver Lake’, United States) acquire, within the meaning of Article 3(1)(b) of the Merger Regulation, joint control of the undertaking SolarWinds, Inc. (‘SolarWinds’, United States), by way of purchase of shares.

| 2. | The business activities of the undertakings concerned are:
  —   for Thoma Bravo: investment management in private equity, with a particular focus on application and infrastructure software, and provision of capital, strategic and operational support to businesses,
  —   for Silver Lake: investment management in private equity,
  —   for SolarWinds: design, development and supply of enterprise-class information technology infrastructure management software to IT and development and operations professionals to manage on-premise, hybrid cloud and public cloud environments. |
| --- | --- |

2.

The business activities of the undertakings concerned are:

—   for Thoma Bravo: investment management in private equity, with a particular focus on application and infrastructure software, and provision of capital, strategic and operational support to businesses,

—   for Silver Lake: investment management in private equity,

—   for SolarWinds: design, development and supply of enterprise-class information technology infrastructure management software to IT and development and operations professionals to manage on-premise, hybrid cloud and public cloud environments.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 (2), it should be noted that this case is a candidate for treatment under the procedure set out in this Notice. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004 (2), it should be noted that this case is a candidate for treatment under the procedure set out in this Notice.

| 4. | The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.
  Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (+32 22964301), by e-mail to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference M.7856 — Thoma Bravo/Silver Lake Group/SolarWinds, to the following address:





  European Commission |
| --- | --- |
| Directorate-General for Competition |
| Merger Registry |
| 1049 Bruxelles/Brussel |
| BELGIQUE/BELGIË |

4.

The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (+32 22964301), by e-mail to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference M.7856 — Thoma Bravo/Silver Lake Group/SolarWinds, to the following address:

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

---

(1)  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

(2)  OJ C 366, 14.12.2013, p. 5.

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| 21.11.2015 | EN | Official Journal of the European Union | C 388/18 |
| --- | --- | --- | --- |

21.11.2015

EN

Official Journal of the European Union

C 388/18

---

Prior notification of a concentration

(Case M.7839 — Outokumpu/Hernandez Edelstahl)

(Text with EEA relevance)

(2015/C 388/09)

| 1. | On 16 November 2015, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertakings Outokumpu Nirosta GmbH, part of the Outokumpu Group (‘Outokumpu’, Finland), and Hernandez Beteiligungs GmbH (‘Hernandez Beteiligungs’, Germany) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of the undertaking Hernandez Edelstahl GmbH (‘Hernandez Edelstahl’, Germany), by way of acquisition of shares. |
| --- | --- |

1.

On 16 November 2015, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertakings Outokumpu Nirosta GmbH, part of the Outokumpu Group (‘Outokumpu’, Finland), and Hernandez Beteiligungs GmbH (‘Hernandez Beteiligungs’, Germany) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control of the undertaking Hernandez Edelstahl GmbH (‘Hernandez Edelstahl’, Germany), by way of acquisition of shares.

| 2. | The business activities of the undertakings concerned are:
  —   for Outokumpu: production, sale and distribution of stainless steel products,
  —   for Hernandez Edelstahl: distribution and stocking of flat stainless steel products,
  —   for Hernandez Beteiligungs: holding and management of shares. |
| --- | --- |

2.

The business activities of the undertakings concerned are:

—   for Outokumpu: production, sale and distribution of stainless steel products,

—   for Hernandez Edelstahl: distribution and stocking of flat stainless steel products,

—   for Hernandez Beteiligungs: holding and management of shares.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved.

| 4. | The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.
  Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (+32 22964301), by e-mail to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference M.7839 — Outokumpu/Hernandez Edelstahl, to the following address:





  European Commission |
| --- | --- |
| Directorate-General for Competition |
| Merger Registry |
| 1049 Bruxelles/Brussel |
| BELGIQUE/BELGIË |

4.

The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (+32 22964301), by e-mail to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference M.7839 — Outokumpu/Hernandez Edelstahl, to the following address:

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

---

(1)  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

---

| 21.11.2015 | EN | Official Journal of the European Union | C 388/19 |
| --- | --- | --- | --- |

21.11.2015

EN

Official Journal of the European Union

C 388/19

---

Prior notification of a concentration

(Case M.7847 — EQT Services/Top-Toy)

Candidate case for simplified procedure

(Text with EEA relevance)

(2015/C 388/10)

| 1. | On 16 November 2015, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking EQT Services (UK) Ltd controlled by EQT International Holdings BV acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of the undertaking Top-Toy A/S by way of purchase of shares. |
| --- | --- |

1.

On 16 November 2015, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (1) by which the undertaking EQT Services (UK) Ltd controlled by EQT International Holdings BV acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of the whole of the undertaking Top-Toy A/S by way of purchase of shares.

| 2. | The business activities of the undertakings concerned are:
  —   for undertaking EQT Services (UK): investment fund,
  —   for undertaking Top-Toy A/S: toy retailer, with a store network across the Nordic countries and Germany. |
| --- | --- |

2.

The business activities of the undertakings concerned are:

—   for undertaking EQT Services (UK): investment fund,

—   for undertaking Top-Toy A/S: toy retailer, with a store network across the Nordic countries and Germany.

| 3. | On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under the Council Regulation (EC) No 139/2004 (2) it should be noted that this case is a candidate for treatment under the procedure set out in this Notice. |
| --- | --- |

3.

On preliminary examination, the Commission finds that the notified transaction could fall within the scope of the Merger Regulation. However, the final decision on this point is reserved. Pursuant to the Commission Notice on a simplified procedure for treatment of certain concentrations under the Council Regulation (EC) No 139/2004 (2) it should be noted that this case is a candidate for treatment under the procedure set out in this Notice.

| 4. | The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.
  Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (+32 22964301), by email to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference number Case M.7847 — EQT Services/Top-Toy, to the following address:





  European Commission |
| --- | --- |
| Directorate-General for Competition |
| Merger Registry |
| 1049 Bruxelles/Brussel |
| BELGIQUE/BELGIË |

4.

The Commission invites interested third parties to submit their possible observations on the proposed operation to the Commission.

Observations must reach the Commission not later than 10 days following the date of this publication. Observations can be sent to the Commission by fax (+32 22964301), by email to COMP-MERGER-REGISTRY@ec.europa.eu or by post, under reference number Case M.7847 — EQT Services/Top-Toy, to the following address:

European Commission

Directorate-General for Competition

Merger Registry

1049 Bruxelles/Brussel

BELGIQUE/BELGIË

---

(1)  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’).

(2)  OJ C 366, 14.12.2013, p. 5.

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