Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu . 
 EUROPEAN COMMISSION  
 
 
 
 
 
Brussels,  16.10.2018   
C(2018 ) 6886 final  
 
 
To the notifying party : 
 
 
 
Subject : Case M. 9046  - Taiyo Nippon Sanso/Praxair EEA Business  
Commission decision pursuant to Article 6(1)(b) of Council 
Regulation No  139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam,  
(1) On 11 September 2018 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Taiyo Nippon Sanso Corporation  ("TNSC ") (of Japan) would acquire sole control 
of the whole of Praxair EEA Busi ness, by way of purchase of shares ("the 
Transaction").3 Praxair EEA Business  is part of Praxair Inc. ("Praxair") . TNSC is 
directly and solely controlled by Mitsubishi Chemical Holdings Corporation 
("MCHC ") (of Japan).  MCHC , including TNSC , is designated hereinafter as the 
"Notifying Party" and, together with Praxair EEA Business, the "Parties ". 
1. THE PARTIES  
(2) TNSC  is a manufacturer  and supplier of gases used in a variety of industries 
(including the steel, chemical, healthcare, food, and electroni cs industries). TNSC 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation "). 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 decision.  
2  OJ L 1, 3.1.1994, p. 3 (the "EEA Agreement "). 
3  Publication in the Official Journal of the European Union No C 329 , 18.9.2018 , p. 3-4. PUBLIC VERSION  In the published version of this decision, some 
information has been omitted pursuant to Article 
17(2) of Council Regulation (EC) No 139/2004  
concerning non -disclosure of business secrets and 
other confidential information. The omissions are 
shown thus […]. Where possible the information 
omitted has been replaced by ranges of figures or a 
general description.  
 
2 is based in Japan and is primarily active in Asia and North America,4 with 
virtually no operations in the EEA.  
(3) MCHC  is based in Japan  and is  the controlling parent of TNSC . MCHC  has four 
core operating businesses: (i) Mitsubishi Chemic al, (ii) Mitsubishi Tanabe 
Pharma, (iii) Life Science Institute, and (iv) TNSC. Through these companies, 
MCHC provides a wide range of products and services, including industrial 
chemicals and gases, pharmaceutical research and development, and chemistry -
based solutions for environmental applications.  
(4) Praxair EEA Business  (the "Target ") consists of the majority of Praxair’s 
industrial gas businesses in the EEA, as well as Praxair’s European engineering 
capabilities. The Target is divested as part of the commitments submitted in Case 
M.8480 – Praxair/Linde .5 
2. THE OPERATION  
(5) On 5 July 2018, TNSC and Praxair  entered into an agreement, pursuant to which 
TNSC will acquire 100% of the shares in each of the companies that together 
constitute Praxair EEA Business . Following the Transaction, Praxair EEA 
Business will be solely controlled by TNSC . 
(6) The Transaction therefore constitutes a concentration within the meaning of  
Article 3(1)(b) of the Merger Regulation.  
3. EU DIMENSION  
(7) The undertakings concerned have a combined  aggregate world -wide turnover of 
more than EUR 5 000 million6 (MCHC (including TNSC): EUR […] million; 
Praxair EEA Business: EUR […] million) . Each of them has an EU -wide turnover 
in excess of EUR 250 million  (MCHC (including TNSC): EUR […] million; 
Praxair EEA Business: EUR […] million) , but they do not achieve more than 
two-thirds of their aggregate EU -wide turnover within one and the same Member 
State.  
(8) The notified operation therefore has an EU dimension  pursuant to Article 1(2) of 
the M erger Regulation . 
4. RELEVANT MARKETS  
(9) The Parties' activities only overlap with respect to the supply of the following 
types of gases: (i) industrial gases, (ii) specialty gases, and (ii) helium.  
                                                 
4  TNSC’s operating entity in North America is Matheson, a wholly owned subsidiary.  
5  See the Commitments annexed to the Commission decision of 20 August 2018 in case M.8480 – 
Praxair/Linde . In addition to the divestmen t of Praxair EEA Business , the Commitments also 
provide for the divestment of (i) Praxair's controllin g shareholding in SIAD to the joint venture 
partner Flow Fin S.p.A. (of Italy), and (ii) helium sourcing contracts  and related assets  to one or 
more buyers to be agreed with competition authorities other than the European Commission (in 
particular the US F ederal Trade Commission and the Chinese State Administration for Market 
Regulation).  
6  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
3 4.1. Product Market s 
4.1.1.  Industrial gases  
(10) Industrial gases are obtained from the air, mainly through cryogenic air separation 
technology (oxygen, nitrogen and argon) or from synthetic processes or natural 
sources (hydrogen, acetylene, carbon monoxide, carbon dioxide and nitrous 
oxide).7 Gas companies typically build the plants , produce and distribute the 
gases to their clients . Industrial  gases are used by a very wide variety of industries 
(metallurgy, chemical, paper, glass, electronics, food, fish farming, etc.). In 
previous decisions ,8 the Commission considered each individu al industrial gas as 
a separate product market.  
(11) In its decisional practice,9 the Commission also considered that the various  mode s 
of distribution  (tonnage , small onsite -plant, bulk, and cylinder)  give rise to  
distinct product market s. Tonnage supply is defined as sales of large quantities of 
gas through pipelines or large on -site plants . Supply through small on -site plants 
is defined as the supply of smaller volumes of gas in gaseous form via 
"standardised" gas plants of limited capacity built on the customer's production 
site. Bulk supply refers to the supply of smaller volumes of gas in liquid form, 
delivered by road or rail tankers  and cylinder supply refers to the supply of very 
small volumes of gas, in gaseous form, in cylinders.  
(12) For certain gases, the Commission distinguished between standard and high 
purity grades. For other industrial gases,  the Commission left open whether a 
distinction based on purity level would be appropriate.  
(13) The Notifying Party agrees with the previous assessment of the Comm ission, 
which is also in line with the results of the in -depth investigation recently carried 
out by the Commission in case M.8480 – Praxair/Linde .10 
(14) For the purpose of the present Decision, since the Transaction does not lead to 
affected markets under any plausible market definitions, the exact scope of the 
product markets concerned can be left open.  
4.1.2.  Specialty gases  
(15) Specialty gases include a large variety of gases with the common characteristic of 
being higher value products sold in small er quantities  than industrial gases . 
Frequently, the production of specialty gases involves the use of industrial gases 
with higher purity grades and/or the mixing of gases with other components.  
                                                 
7  These gases are mainly by -products of chemical processes  and are often sourced from chemi cal 
companies and then only purified and distributed by the gas suppliers.  
8  Commission's decision of 9 February 2000 in Case M.1641 - Linde/AGA , Commission's decision of 
18 January 2000 in Case M.1630 – Air Liquide/BOC , Commission's decision of 15 March 2004 in 
Case M.3314 – Air Liquide/Messer Targets  and Commission's decision of 6 June 2006 in Case 
M.4141 – Linde/BOC . 
9  Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde , Commission's decision 
of 9 February 2000 in Case M.1641 - Linde /AGA , Commission's decision of 18 January 2000 in 
Case M.1630 – Air Liquide/BOC , Commission's decision of 15 March 2004 in Case M.3314 – Air 
Liquide/Messer Targets  and Commission's decision of 6 June 2006 in Case M.4141 – Linde/BOC . 
10  Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde.  
 
4 (16) In previous decisions ,11 the Commission identified five groups of specialty gases : 
(i) noble gases , used either in pure form or in mixtures, in the lighting and 
electronics industries , (ii) electronic specialty gases  ("ESGs "), mostly used in 
the semiconductor industry , (iii) refrigerants , used as cooling agents,  (iv) 
chemical  gases , used in the chemical, biochemical and manufacturing industries, 
and (v) calibration and other gas mixtures , used for the calibration of 
instruments and other specialty applications . With the exception of noble gases, 
which are extracted from the air, specialty gases are typically not produced in -
house, but sourced from chemical companies, and then purified, blended and 
distributed to end -customers by gas suppliers . 
(17) While t he above segmentation was intro duced in order to facilitate the 
competition analysis , it does not correspond to the respective relevant product 
markets  defined by the Commission in previous decisions .12 As regards ESGs, 
chemical gases and refrigerants , the Commission took the view that each type of 
gas within these groups  constitutes a separate relevant product market. As regards  
noble gases, the Commission identified the following relevant product markets: 
(i) krypto n, (ii) neon, (iii) xenon, (iv) inert noble gas mixtures, (v) brominated 
compound gas mixtures, (vi)  fluorine noble gas mixtures, and (vii) hydrogen 
chloride noble gas mixtures. As regards calibration and other gas mixtures, the 
Commission identified three relevant product markets: (i)  environmental mixtures, 
(ii) special application mixtures, and (iii) other calibration mixtures.  
(18) Specialty gases are predominantly supplied in cylinders and only to a small extent 
in bulk . In the past ,13 the Commission considered that  these two supply modes 
give rise to  separate relevant product markets.  
(19) The Notifying Party agree s with the Commission 's previous decisions , which are 
also in line with the results of the in -depth investigation recently carried out by 
the Commission in case M.8480 – Praxair/Linde .14 
(20) In light of the above, the Commission considers that, for the purposes of the 
assessment in this case, there is no reason to depart from the product market 
definitions retained in previous decisions.  
                                                 
11 Commission's decision of 6 June 2006 in Case M.4141 – Linde/BOC , Commission's decision of 20 
September 2006 in Case M.4091 – Linde/Spectra , Commission's decision of 28 November 2007 in 
Case M.4823 – Yara/Praxair/JV.  
12 Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde , Commission's decision 
of 6 June 2006 in Case M.4141 – Linde/BOC , Commission's decision of 20 September 2006 in Case 
M.4091 – Linde/Spectra , Commissi on's decision of 28 November 2007 in Case M.4823 – 
Yara/Praxair/JV.  
13 Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde , Commission's decision 
of 6 June 2006 in Case M.4141 – Linde/BOC , Commission's decision of 20 September 2006 in Cas e 
M.4091 – Linde/Spectra , Commission's decision of 28 November 2007 in Case M.4823 – 
Yara/Praxair/JV.  
14  Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde.  In this decision , the 
Commission found that, while specialty gases are generally processed in dedicated facilities, they 
typically use the distribution network of industrial gases . In fact, gas companies tend to use their 
distribution channels for as many products as possible in order to reduce costs where practically 
feasibl e. In addition, customers of specialty gases, generally of large size, often purchase together 
different types of specialty gases, and/or other types of gases (notably industrial gases and helium)  
(“one-stop shop solution(s) ”). 
 
5 4.1.3.  Helium  
(21) Helium  is a scarce and high value product, with a very specific sourcing modality. 
It is a by -product of natural gas production extracted from a very limited number 
of sources worldwide, located in the US, Qatar, Algeria, Poland, Russia, Canada, 
and Australia. Helium producers are, consequently, natural  gas producers, which 
are typically not active in the commercialisation of helium but rather enter into 
long-term contracts or joint -ventures with integrated gas companies (such as the 
Notifying Party) that bring helium to the market. Helium is used in a w ide range 
of industries, including the medical, research, diving, automotive, electronics, 
balloon and aerospace industries.  
(22) The h elium supply chain differs from that of the other gases  as helium is  sourced 
globally and then supplied at wholesale and reta il levels :  
i. at wholesale level , helium is transported worldwide, from the production 
site to transfill centres located in the areas of consumption, in liquid form in 
special low temperature containers ("cryogenic portable tanks") ;  
ii. at retail level , the supply of helium to end -customers is made from transfill 
centres by retailers that are either (i) vertically integrated with wholesalers 
or (ii) independent players which buy helium on the wholesale market. At a 
transfill centre, helium is removed fr om the cryogenic portable tanks and 
transferred into smaller containers called cryogenic dewars for deliveries of 
liquid helium to end -customers, or into high -pressure cylinders or tube 
trailers for supplies of helium in compressed gaseous form. At retail level, 
helium may also, to a much more limited extent, be delivered in cryogenic 
portable tanks to end -customers.  
(23) In previous decisions15, the Commission found that the wholesale and retail 
supply of helium  constitute distinct product markets . The Commission  considered 
that the market for the wholesale supply of helium also include d the sourcing of 
helium . At retail level, the Commission envisaged to further segment the market 
depending on the modes of supply  and also considered the existence of a d istinct 
retail market for the supply of high purity helium (that is to say helium with a 
purity grade of 6.0 and above16), but ultimately left open the exact scope of the 
market in this respect .  
(24) The Notifying Party agree s with the previous assessment of th e Commission,  
which is also in line with the results of the in -depth investigation recently carried 
out by the Commission in case M.8480 – Praxair/Linde .17 
(25) In light of the above, and given that the Transaction does not give rise to 
competition concerns unde r any plausible market definition s, the Commission 
considers that, for the purposes of the assessment in this case, there is no reason 
to depart from the product market definitions retained in previous decisions  as 
                                                 
15 Commission's decision of 2 0 August 2018 in case M.8480 – Praxair/Linde . Commission's decision 
of 6 June 2006 in Case M.4141 – Linde/BOC , and Commission's decision of 28 November 2007 in 
Case M.4823 – Yara/Praxair/JV . 
16 In the gas industry, purity is expressed by two digits separate d by a dot to express the percentage of 
the relevant gas in the product. The first digit indicates the number of 9s, the second the digit after 
the 9s. Purity 6.0 means 99.9999%; purity 3.5 means 99.95%.  
17  Commission's decision of 20 August 2018 in case M .8480 – Praxair/Linde  . 
 
6 regards the helium wholesale market  and that the exact s cope of the helium retail 
market s can be left open.  
4.2. Geographic Market s  
(26) The in -depth investigation recently carried out by the Commission in case 
M.8480 – Praxair/Linde has large ly confirmed the  geographic market defin itions 
retained in previous decisions .18 The latter are not contested by the Notifying 
Party and can be summarized as follows:  
i. national  scope for the bulk and cylinder  supply of industrial and specialty 
gases (with the exception of noble gases and ESGs) , as well as for the retail 
supply of helium (with the exception of the retail supply of helium in 
cryogenic portable tanks );  
ii. EEA scope for the tonnage  supply of industrial  gases, as well as for the 
bulk and cylinder supply of noble gases and ESGs;  and  
iii. global  scope for the wh olesale supply of helium , as well as for the potential 
market for the retail supply of helium in cryogenic portable tanks .  
(27) In light of the above, the Commission considers that, for the purposes of the 
assessment of the Transaction , there is no reason to depart from the geographic 
market definitions retained in previous decisions.  
5. COMPETITIVE ASSESSMEN T 
5.1. Introduction  
(28) Given the different geographic footprint of TNSC and Praxair EEA Business,19 
the overlaps between the Parties' activities are very limited  and only give rise to 
the following affected markets:  
i. Horizontally affected markets :  
 the market for the cylinder supply of hydrogen bromide (ESG) at EEA 
level;  
 the market for the cylinder supply of propane (chemical gas) in the 
United Kingdom ; and  
 the potential market for the retail supply of helium in high purity 
cylinders in Spain;20 
                                                 
18 Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde ,  Commission's decision 
of 6 June 2006 in Case M.4141 – Linde/BOC , Commission's decision of 15 March 2004 in Case 
M.3314 – Air Liquide/Messer Targets  and Commi ssion's decision of 6 June 2006 in Case M.4141 – 
Linde/BOC,  and Commission's decision of 28 November 2007 in Case M.4823 – Yara/Praxair/JV . 
19  There is no horizontal or vertical overlap between the activities of MCHC (excluding TNSC) and 
Praxair EEA Busine ss (see Form CO, paragraph 385) . 
20  The Parties' activities also overlap on the global market for the wholesale supply of helium. This 
market would be affected only if sales to other wholesalers are not taken into account (with a 
combined market share arou nd [30% -40%] ). However, in case M.8480 – Praxair/Linde , the 
 
7 ii. Vertically affected markets :  
 the ( upstream ) market for the bulk supply of phosphine  (ESG) and the 
(downstream) market for the cylinder supply of phosphine, which are 
EEA -wide markets; and  
 the (upstream) global  market for the wholesale supply  of helium and 
some (downstream) national markets for the retail supply of helium.  
(29) The above markets have recently been reviewed by the Commission in case 
M.8480 – Praxair/Linde .21 Consequently, the assessment of the impact of the 
Transaction in the  affected markets will take into account the results of the in -
depth investigation carried out by the Commission in Praxair/Linde . 
5.2. Horizontal overlaps  
5.2.1.  Cylinder supply of h ydrogen  bromide (ESG) in the EEA  
(30) In the EEA market for the cylinder supply of hydrogen bromide, in 2017, the 
Parties ha d a combined value market share of [40-50%] ([40 -50%] in volume), 
with a [5-10%] increment brought by TNSC 's activities . TNSC's sales of 
hydrogen bromid e cylinders in the EEA are limited(EUR […] in 2017; EUR […] 
in 2016) . The totality of TNSC’s  sales is achieved with a single customer in one 
EEA country and result s from a global commercial relationship established with 
the customer in the US. The high combined market shares of the Parties appear to 
reflect  the small size of the total market  in the EEA  (EUR […]) and to be volatile 
(which is illustrated by the fa ct that TNSC's sales have more than doubled 
between 2016 and 2017). Moreover, at least  three other players supply hydrogen 
bromide in cylinders in the EEA, including Linde /Praxair , Air Liquide, and 
Versum, each of them having market shares larger than TNSC. Therefore, the 
Transaction is unlikely to lead to any meaningful increase in market power.  
(31) Additionally , in the context of the in -depth investigation in Praxair/Linde , the 
Commission found  that the suppliers' strength on ESGs markets is closely linked 
with the ability to provide a wide range of gases within this category, as well as 
other  types of gases.22 In this respect, pre -Transaction, TNSC enjoys significant 
market shares in the EEA only in relation to one specific type of ESGs, and is, 
therefore , pre -Transaction not a  close compet itor of the main  ESG suppliers, 
including Praxair EEA B usiness, which have a strong presence in Europe on 
different gas markets  (ESGs as well as other gases) .  In fact, in the context of the 
in-depth investigation  conducted in case M.8480 – Praxair/Linde ,23 the 
Commission did not find TNSC to be  a meaningful  supplier of ESGs in the EEA.  
(32) In light of the above , the Commission considers that the Transaction  is unlikely to  
remove any significant competitive constraint  on th is market , and thus , it will not  
lead to any competition concerns . 
                                                                                                                                                 
Commission found that  excluding sales to other wholesalers when computing market shares is not 
appropriate given that it would not fully reflect the competitive dynamics in the wholesale market. 
Considering market share data including sales to other wholesalers, the Parties' combined share is 
below 20%.  
21  Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde.  
22  See footnote 13.  
23  Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde.  
 
8 5.2.2.  Cylinder supply of propa ne (chemical  gas) in the United Kingdom  
(33) In the market for the c ylinder supply of propane in the United Kingdom , the 
Parties ' combined value market share is moderate  and amounts to about [20-30%] 
(in value and volume) , with a de minimis  increment of less than [0-5%] brought 
about by TNSC . In addition, Tier 1 players such as Air Liquide, Linde /Praxair,  
and Air Products will remain active on the market, together with other local 
players.  In the context of the in -depth investigation  conducted in case M. 8480 – 
Praxair/Linde ,24 the Commission did not find TNSC to be  a meaningful supplier 
of chemical gases (including propane) in the UK.  
(34) In light of the above, the Commission considers that the Transaction is unlikely to 
remove any significant competitive constraint on this market and thus, it will not 
lead to any competition concerns.  
5.2.3.  Retail supply of helium in high purity cylinders in Spain  
(35) In the potential market for the r etail supply of helium in high purity cylinders in 
Spain , the Parties have a combined market share of about [30-40%] (both in value 
and volume) , with a de minimis  increment of [0-5%], brought about by  TNSC , 
which is moreover likely to be overestimated.25 There are other players active on 
the market, including Tier 1 players Linde /Praxair , Air Liquide  and Air Products, 
as well as  regional players like Messer.  In the context of the in -depth 
investigation  conducted in case M.8480 – Praxair/Linde ,26 the Commis sion did 
not f ind that TNSC is a  meaningful supplier on the market for retail helium in 
Spain.   
(36) In light of the above, the Commission considers that the Transaction is unlikely to 
remove any significant competitive constraint on this market and thus, it w ill not 
lead to any competition concerns.  
5.2.4.  Conclusion  
(37) In light of the above , the Commission concludes that the Transaction does not 
raise serious doubts as to its compatibility with the internal market as to the 
horizontal overlap created by the Transaction in relation to (i) the market for the 
cylinder supply of h ydrogen  bromide in the EEA, (ii) the market for the cylinder 
supply of propane in the United Kingdom, and (iii) the potential market for the 
retail supply of helium in high purity cylinders in Spain.  
5.3. Vertical links 
5.3.1.  Bulk and cylinder supply of phosphine in the EEA  
(38) TNSC is active on the upstream  market for the bulk supply of phosphine , with a 
[30-40%] market share  (both in value and volume)  in 2017 at EEA level , whereas 
the Target is active on the downstream  market for the cylinder supply of 
phosphine , with a [30-40%] market share  (both in value and volume)  in 2017 in 
                                                 
24  Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde.  
25  The above estimates rely on the market share data provided in case M.8480 by Linde and Praxair, 
which over estimated their position for the supply of high purity helium (see Commission's decision 
of 20 August 2018  in case M.8480 – Praxair/Linde , paragraph 1226).  
26  Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde.  
 
9 the EEA . While the Parties' upstream and downstream market shares are above 
the 30% th reshold, their market shares appear to reflect  the small size of the 
markets concerned ( around […]for each of the upstream bulk market  and the 
downstream cylinder market ). Moreover, the data available point to high volatility 
of the Parties' market shares over the past three years  (oscillating between [20-
30%] in 2015 and [30-40%] in 2017 , in value and volume ).  
(39) The Commission considers that the Transaction is unlikely to result in any  risk of 
input or customer foreclosure . In particular, neither of the Parties appears to hold 
a sufficiently high degree of market power  at upstream or downstream level. On 
the one hand , TNSC's entire upstream market share in the EEA originate s from 
sales to a single customer, namely […], which will have alternative sources of 
supply  (including chemical companies that are not vertically integrated , such as 
Solvay,  Cytec, Liming, and Nippon Chemical ). On  the other hand , competitors 
upstream would be able to sell phosphine to other (actual and potential) clients  in 
the EEA , these being either other gas suppliers (for transfilling into cylinders) or 
end-customers purchasing phosphine in cylinders , which represent [60-70%] of 
the current demand.  
5.3.2.  Helium wholesale supply (global) and retail supply (national)  
(40) Upstream, at wholesale level, the Parties have a moderate combined  sales  market 
share ([10-20%]) and net capacity share ([10-20%]), well below the 30% 
threshold, while facing a number of  competitors with higher sales /capacity shares 
(such as Linde/Praxair,  Air Products, Air Liquide).  
(41) Downstream, the Parties' combined market shares exceed 30% in a limited 
number of national markets ,27 where the increment brought about by TNSC is 
very modest . In fact, in the context of the in -depth investigation  conducted in case 
M.8480 – Praxair/Linde ,28 the Commission did not find TNSC to be  a meaningful 
supplier of helium at retail level in any EEA  countries . In those national retail 
markets, the merged  entity will face a number of competitors (including vertically 
integrated players with direct access to helium sources, such as Praxair/Linde, Air 
Liquide, Air Products, and Messer ). In addition, the Commission notes that 
Praxair EEA Business  was already vertically integrated pre -Transaction, having 
higher sales/capac ity share s than TNSC at wholesale level.  
(42) The Commission considers that Transaction is unlikely to result in any risk of 
input or customer foreclosure. On the one hand , the existence of credible 
alternative upstream (wholesale) suppliers will limit the ability of the Parties to 
foreclose access to helium to downstream rivals  and thus make any input 
foreclosure unlikely . On the other hand , the Transaction does not bring any 
relevant change on the downstream retail markets since TNSC is not a meaningful 
player at retail level in the EEA and Praxair EEA Business was already vertically 
integrated pre -Transaction. Therefore, customer foreclosure  is also unlikely  to 
arise as a result of the Transaction . 
                                                 
27  While the Notifying Pa rty was unable to provide market share estimates at downstream level, based 
on the market reconstruction data included in the Commission's decision in  case M.8480 – 
Praxair/Linde , the Target's market share s on the markets for the retail supply of helium (a nd 
potential sub -markets ) would exceed 30% in the following EEA countries: Belgium, Germany, 
Norway, Portugal, and Spain.  
28  Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde.  
 
10 5.3.3.  Conclusion  
(43) In light of the above, the Commission conclude s that the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market in 
relation to the vertical links (i) between the EEA supply of phosphine in bulk 
(upstream) and in cylinders (downstream) , and (ii) between the global supply of 
helium at wholesale level (upstream) and the national supply of helium at retail 
level (downstream).  
6. CONCLUSION  
(44) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with  the internal market and with 
the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA Agreement.  
(45) This decision is without prejudice to the Commission's approval of TNSC  as a 
suitable purchaser of Praxair EEA Business  in case M.8480 – Praxair/Linde  and 
of the Commission's assessment of whether the terms of the divestiture are 
consistent with the Commission's decision and the commitments in that case.  
 For the Commission  
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission