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,  23.1.2020 
C(2020)  467 final  
PUBLIC VERSION 
 
To the notifying p arty 
Subject : Case M. 9383 – ZF / WABCO  
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 9 December 2019, the European Commission received a notification of a 
proposed concentration pursuant to Article 4 of Council Regulation (EC) 
No 139/2004 by which ZF Friedrichshafen AG (Germany, hereinafter “ZF” or 
the “Notifying Party” ) intends to acquire sole control over WABCO H oldings 
Inc. (USA, hereinafter “ Wabco ”) (the “ Transaction ”).3 In this Decision , ZF and 
Wabco are collectively referred to as “ the Parties ”.  
                                                 
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 “Commu nity” 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 424 , 17.12.2019 , p. 18.  
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information omitted has been replaced by 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 1. THE PART IES, THE OPERATION AND T HE CONCENTRATION  
(2) ZF is a global technology company that develops, manufactures and distributes 
products and systems for passenger cars, commercial vehicles and industrial 
technology.  
(3) Wabco is a global supplier of braking control sys tems, technologies and 
services that improve safety, efficiency and connectivity of commercial 
vehicles including trucks, buses and trailers.  
(4) On 28 March 2019, ZF, Wabco and Verona Merger Sub Corp., an indirect 
wholly- owned subsidiary of ZF, signed an Agre ement and Plan of Merger, 
according to which Verona Merger Sub Corp. shall merge with and into 
Wabco, with Wabco surviving the merger and Verona Merger Sub Corp. 
ceasing to exist, pursuant to the General Corporation Law of the State of 
Delaware (USA). The proposed Transaction is structured as a so -called 
“reverse triangular merger”  with, upon closing, ZF indirectly owning 100% of 
the shares in and sole of control of Wabco (including the former Verona 
Merger Sub Corp.) within the meaning of Article 3(1)(b) of the Merger 
Regulation.  
2. UNION DIMENSION  
(5) The undertakings concerned have a combined aggregate worldwide turnover of 
more than EUR 5 ,000 million4 in 2018 (ZF: EUR 36,929 million, 
Wabco:  EUR 3 ,287 million). Each of them has an EU -wide turnover in excess 
of EUR 250 million  (ZF: EUR [amount] , Wabco: EUR [amount] ), but they do 
not achieve more than two- thirds of their aggregate EU -wide turnover within 
one and the same Member State. The notified operation therefore has an EU 
dimension.  
3. INTRODUCTION TO THE PARTI ES’ ACTIVITIES  
3.1. The Parties ’ activities in relation to  medium and heavy commercial vehicles  
(6) The proposed T ransaction concerns various  markets for components and 
services  for medium and heavy commercial vehicles ( “MHCV” ).5 Both ZF and 
Wabco act mainly as t ier-1 and tier-2 suppliers,6 respectively, to MHCV 
original equipment manufacturers ( “OEM s”) such as […]*  or Volvo and as 
service providers on the aftermarket.7 The role of the Parties varies depending 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
5  MHCV are commercial vehicles with a weight above 6 -7.5 tons, such as trucks, busses and trailers.  
6  The supply chain in the MHCV industry mainly comprises two type s of suppliers: tier -1 and tier -2 (and 
tier-3 as the case may be). Tier -1 suppliers generally have integration capabilities and provide whole 
systems and equipment. Tier -2 suppliers tend to be active at an upstream stage, supplying components 
and sub -components, which are later integrated into the systems/equipment by either the MHCV OEMs 
or the tier -1 supplier (or third -parties system integrators).  
* Should read: “Daimler”.  
7  Wabco supplies CV aftermarket distributors and service partners as well as fleet  operators with 
replacement parts, fleet management solutions, diagnostic tools, training and other expert services 
 
 
3 on the specific product/component , with ZF providing i nput as t ier-2 supplier 
to, for example, Wabco as t ier-1 supplier, and vice versa .  
(7) ZF has its focus in the passenger vehicles ( “PV”) or light commercial vehicles 
(“LCV” ) area .8 Its MHCV activities are essentially limited to steering, chassis9 
and driveline products, including automated, manual and power shift  
transmissions as well as drive components such as clutches and electric drives, 
and advanced driver assistance systems ( “ADAS ”) technology such as 
automated, camera and radar -based comfort and safety functions for trucks and 
buses. In contrast to this, Wabco is a supplier of mainly braking and active 
safety technologies10 for MHCV and its activities in the PV and LCV areas are 
limited11 to only few products.12  
(8) The MHCV market , including its aftermarket , is highly concentrated at both 
supply and demand level. There are strong cooperation links between t ier-1 
and tier-2 suppliers, as well as OEMs  and tier-1 suppliers, including R&D and 
product development. Commercial relationships between two or more marke t 
players, including the Parties, where one market player is the input provider for 
one component, but a customer for  another component, are common.  
3.2. General market divisions for automotive components  
3.2.1. Components for PV and LCVs versus components for MHCV  
(9) In previous cases concerning automotive components, the Commission drew  a 
distinction between components for PV and LCV on the one hand, and 
components for MHCV on the other hand.13  
                                                                                                                                                   
(Form  CO, paragraph 27). Apart from supplying spare parts to the aftermarket, ZF is partner to the joint 
venture Alltrucks, which is a full -service workshop concept for ser vicing MHCV (Form CO, 
paragraph  742).  
8  ZF’s activity in the PV and LCV segment covers the products areas of steering, chassis, braking, 
driveline, active and passive safety.  
9  The portfolio also comprises complete chassis  systems, chassis components and steering systems for 
vehicles of all renowned commercial vehicle manufacturers worldwide.  
10  Active safety systems in vehicles take action. For example, Automatic Emergency Braking systems 
(“AEB”) identify an imminent colli sion and brake without any driver intervention. Other examples of 
active functions are Adaptive Cruise Control (“ACC”), Lane Keeping Assist (“LKA”), Lane Centering 
(“LC”), and Traffic Jam Assist (“TJA”). ACC automatically adjusts the host vehicle speed fro m its pre -
set value (as in standard cruise control) in case of a slower vehicle in its path. LKA and LC 
automatically steer the vehicle to stay within the lane boundaries. TJA is a combination of both ACC 
and LC under traffic jam conditions (Form CO, parag raph 340).  
11  According to the Parties, there is no actual or potential overlap or vertical link between Wabco and ZF in 
the PV and LCV area.  
12  Form CO, paragraph 89: Wabco manufactures air supply units and control systems (“ASU”) for 
electronic air susp ension systems (“ECAS”) and vacuum pumps in the LCV segement.  
13  The distinction is made between components for passenger cars and LCVs below 6 or 7.5 tons, on the 
one hand, and components for MHCV above 6- 7.5 tons, on the other hand. See Case No IV/M.337 – 
Knorr -Bremse/Allied Signal, paragraphs 11 and 18, decision of September 14, 1993; Case No 
COMP/M.1342 – Knorr- Bremse/Robert Bosch, paragraph 21, decision of December 14, 1998; Case No 
COMP/M.8198 – Alliance Automotive Group/FPS Distribution; Case No COMP /M.7400 – Federal -
Mogul Corporation/TRW Engine Components; Case No COMP/M.7420 – ZF/TRW paragraph 10, 
decision of March 12, 2015; Case No COMP/M.4456 – Mahle/Dana EPG, paragraph 13; Case No 
 
 
4 (10) The Notifying Party agrees with the market definition retained in the 
Commis sion’ s previous decisional practice.14 The Notifying Party further 
explains that ZF mainly focuses  on components for PV s for its overall 
business , while Wabco largely focuses on components for MHCV.  
(11) Respondents to the market investigation confirmed the segm entation between 
components for (i)  PV and LCV and (ii)  MHCV. Due to differentiations  in 
their characteristics (price, power, size or architecture, etc.), respondents to the 
market investigation generally  considered that the components (i)  for PV and 
LCVs on the one hand and (ii)  for MHCVs on the other, were  not considered 
as interchangeable.15  
(12) The overlap between the Parties ’ activities occur only with respect to 
components for MHCVs.  
(13) For the purpose of the present Decision, the Commission will therefore focus 
its analysis on components for MHCVs . 
3.2.2. Components for different v ehicle types: trucks , buses and trailer s 
(14) In previous cases, the Commission notes the similarities between components 
for trucks and buses , pointing out that the components at hand are substantially 
the same,  but eventually left open whether components manufactured for 
trucks, buses and trailers should be distinguished.16 
(15) The Notifying Party notes  that the Parties manufacture components for both 
buses and trucks , also pointing to a substitutability of components for the two 
segments but maintains that it can be left open whether components for trucks 
and busses form one product market or belong to separate marke ts as the 
Transaction will not give rise to serious doubts as to its compatibility with the 
internal market under either definition .17 
(16) The MHCV discussed in Section 3.2.1, and therefore the components 
manufactured for MHCV, can be further sub- segmented between (components 
for) trucks, buses and trailers.18 Since the Parties ’ activities generally  do not 
overlap in trailers , the narrowest market segment will be buses and trucks, 
therefore, the trailer segment will not be further discussed.19 
(17) The market investigation indicates  that f rom a supply- side perspective, 
manufacturers are la rgely confident that they can supply components , e.g. 
                                                                                                                                                   
COMP/M.5799 – Faurecia/Plastal, paragraph 7, Case No COMP/M.6714 –  U-Shin/Valeo CAM, 
paragraphs 7, 9.  
14  Form CO, paragraph 83.  
15  Replies to questions 3 and 3.1 of Questionnaire to Customers and replies to questions 3 and 3.1 of 
Questionnaire to Competitors.  
16  Case No IV/M.337 –  Knorr- Bremse/Allied Signal, paragraph 20.  
17  Form CO, paragraph 83.  
18  Form CO, paragraph 84.  
19  For instance, trailers do not have transmission systems.  
 
5 AMT systems for both trucks and buses as their products can easily be 
adapted.20 
(18) From a demand- side perspective, the market investigation indicates that 
demand structure may partly differ, mostly due to the fact that some customers 
are only active in the truck or in the bus segment .21  
(19) For the purpose s of the present Decision, in light of responses to t he market 
investigation concerning the high degree of  supply- side substitutability , the 
Commission considers that  the components for trucks and buses, belong to the 
same market . Since the Parties’  activities generally do not overlap in trailers,22 
the narrowest relevant market segment would be buses and trucks. Therefore, 
the trailer segment will not be further discussed in this Decision . For this 
reason , whenever reference is made to “MHCV” in this Decision without any 
further specification, the reference comprises trucks and buses or, as the case 
may be, components for trucks and buses respectively.  
3.3. Overview of vertical links,  horizontal overlaps , conglomerate links and other 
competition -related aspects under the proposed T ransaction  
(20) In view of Z F’s and Wabco’ s activities as well as the g eneral market divisions 
for automotive components  described  in Sections 3.1 and 3.2, the Transaction 
brings about the following horizontal overlaps, verticals links and ot her 
competition -relevant aspects.  
3.3.1. Horizontal overlaps  
(21) The Parties’  activities lead to potential  horizontal overlaps in a number of 
markets.  
(a) The Parties’  activities overlap in the manufacturing and sales of clutch 
actuation for automated manual transmission (“AMT”). ZF manufactures a 
Concentric Pneumatic Clutch Actuator (“CPCA”).  Currently, Wabco does 
not manufacture and sell CPCAs, but is in the process o f starting pre -serial 
production of a new CPCA in [strategic information] . The market launch of 
Wabco ’s CPCA leads to an affected market.23  
(b) ZF is partner to the joint venture “Alltrucks” together with Knorr- Bremse 
and Bosch. Alltrucks offers workshop servi ces on the aftermarket for  
commercial vehicles (“CV”).24 For the aftermarket of CV, Wabco  certifies 
independent third -party workshops as qualified to repair Wabco products in 
the framework of its “WABCO Service Partner Network”.25 26 
                                                 
20  Replies to questions 7 and 7.1 of Questionnaire to Competitors.  
21  Respondents’  answers to question 1 of Questionnaire to Customers.  
22  For instance, trailers do not have transmission systems.  
23  Section 5 of this Decision.  
24  Form CO, paragrap h 579.  
25  Form CO, paragraph 584.  
26  Section 6 of this Decision.  
 
6 (c) Both ZF and Wabco sell ZF ’s cabin dampers in the independent 
aftermarket. Wabco acts as ZF ’s reseller alongside ZF.  
(22) Furthermore, both Parties are active in the following product areas , which, 
however, do not lead to affected markets:   
(a) In the segment of t elematics and fleet managem ent solutions27 (“FMS”) for 
MHCV, ZF offers its product “ Openmatics”  as a fleet management solution , 
[strategic information] .28 Moreover, as an addition to Openmatics, ZF offers 
a “Driver Feedback Device” to monitor engine over -reviving.29 Wabco 
provides FMS solutions for MHCV including mainly its products 
Transics202, Traxee203, TX -Trailerguard204 and DIS -Transics205  
comprising software, hosting and hardware .30 The combined market shares 
are below 20% under any plausible product and geographic mar ket 
definition .31 
(b) In the segment of diagnostic solutions32 for MHCV to independent 
aftermarket (“ IAM ”) customers,33 one can distinguish between multi -brand 
and brand- dedicated diagnostic and testing equipment/devices ( “DTE s”), 
DTEs are needed by workshops to connect to the vehicle ’s on-board 
diagnostic (“OBD”) system, which is a computer -based self -diagnostic, 
monitoring, and reporting system that monitors the performance of the 
various engine components and emission system components.34 Brand -
dedicated DTEs can be used only for products of one particular brand, 
whereas multi -brand DTEs can be used for several different brands. 
However, in general, multi -brand DTEs typically offer a more limited level 
and depth of functionalities compared to brand- dedicated DTEs .35 Whilst 
multi- brand DTEs of one manufacturer compete with multi -brand DTEs of 
other manufacturers, the competition between multi -brand DTEs and brand-
dedicated DTEs is limited due to different functionalities but also the higher 
                                                 
27  Traffic telematics is intended to exploit data exchange between a service provide r and vehicles in order 
to enhance traffic information and communications and improve traffic management processes. By 
gathering and providing information relating to transportation quality, such as driving time, vehicle 
speed and position, vehicle location, tire pressure, engine idle time etc., fleet management solutions 
(“FMS”) can help drivers and transportation companies improve safety and reliability as well as result in 
increased efficiencies and cost optimization (Form CO, paragraphs 510 and 511).  
28  Form CO, paragraph 516.  
29  Form CO, paragraph 517.  
30  Form CO, paragraphs 520 and 524.  
31  Notifying Party’s reply to question 2 of RFI 12 post -notification of 6 January 2020. For the potential 
relevant product market, this takes into account a segmentat ion by (i)  the sales channels OEM/OES on 
the one hand and IAM on the other hand; (ii)  vehicle types PV/LCV on the one hand and MHCV on the 
other hand; (iii)  telematics for transport and logistics undertakings on the one hand and for private 
customers on th e other hand; (iv)  the sales channels “OE -fit” (FMS solution integrated into a OEM’s 
vehicle) on the one hand and “fleet -fit” (FMS sold to individual fleets) on the other hand; (v)  products 
for trucks on the one hand and trailers on the other hand; as well  as (vi)  any other plausible segmentation 
criterion identified by the Parties not covered by the criteria above.  
32  Form CO, paragraph 545: this is equipment designed for analysing and testing the condition of a vehicle.  
33  Mainly OEMs and fleet owners/operators (Form CO, paragraph 515).  
34  Form CO, paragraph 546: OBD systems communicate with Electronic Control Units (“ECU”) to inform 
the driver of errors and store a permanent fault message, which can later be retrieved by a workshop.  
35  Form CO, paragraph 548.  
 
7 price of multi- brand DTEs .36 Finally, brand- dedicated DTEs do not compete 
with each other,  as a brand -dedicated DTE cannot be used for products  of 
another brand.  
ZF offers  its brand- dedicated DTE “ Testman”. ZF does not offer a multi -
brand DTE . ZF does, however, provide the ZF -Testman to […], which in 
turn incorporates ZF Te stman into Alltrucks ’ multi- brand DTE “ KTS Truck 
Alltrucks DTE ”.37 […] sells KTS Truck Alltrucks DTE to Alltrucks ’ 
franchisees and ZF receives royalties for these sales.38 Apart from its brand -
dedicated DTE, Wabco offers a multi -brand DTE through the joint venture 
WABCOWÜRTH.39  
Even if the KTS Truck Alltrucks DTE  product w ere to  be attributed  to ZF, 
the Parties ’ combined market share in the EEA for multi -brand DTEs or any 
sub-function of it, such as “Electronic Control Unit diagnosis/scan tools ” 
would not exceed 20%.40 The Commission considers that also on the 
national level, there are no affected markets in multi- brand DTEs .41  
(c) Both ZF  and Wabco manufacture and sell air disc brake components (discs, 
calipers, pads)42 for MHCV ,43 or purchase certain air disc components and 
re-sell them,  for the IAM .44 The combined market shares of the Parties  do 
not exceed [5 -10]% under any plausible market definition45 for discs , pads 
and calipers on an E EA-wide market,46 or, as the case may be, national 
markets.47  
                                                 
36  Form CO, paragraph 548.  
37  Form CO, paragraph 552.  
38  Annex RFI 1 to Form CO, response to question 25(d).  
39  Form CO, paragraph 555.  
40  Notifying Party’s reply to question 3 of RFI 12 post -notification of 6 January 2020.  
41  In Germany, wh ere WABCOWÜRTH has the largest market share of approximately [10 -20]% based on 
the Notifying Party’s conservative estimates and under the assumption that all sales of KTS Truck 
Alltrucks DTE by […]  would be made in Germany, the combined market share would be at the 
maximum [20-30]% (Notifying Party’s reply to question 2 of  RFI 17 post- notification of 
14 January  2020). However, as all Alltrucks Partners have to purchase the KTS Truck Alltrucks 
(Notif ying Party’s reply to question 25(c) of RFI 1 of 8 July 2020) and not all Alltrucks Partners are in 
Germany, this cannot be the case.  
42  Discs, calipers and pads are commoditized parts and input for air disc brakes.  
43  The Parties’ activities do not overla p in sales of air disc brake systems to the IAM as such, as ZF is not 
selling air disc brake systems to the IAM (Form CO, paragraph 674).  
44  Form CO, paragraphs 595 et seq .  
45  Notifying Party’s reply to question 7 of RFI 19 post- notification of 15 January 2020: “ The Notifying 
Party submits that it does not see any basis for further sub -segmenting the product markets for the 
various braking components. In particular, components such as discs, calipers, and carriers are 
commoditized parts made of forged metal, and are therefore interchangeable both from a supply and 
demand perspective. With respect to pads, the Notifying Party understands that all manufacturers 
supply metallic pads, with differing levels of copper (for cooling), and their own blend of frictio n 
material. According to the Notifying Party, these pads are interchangeable from a supply and demand 
perspective. As far as the Notifying Party is aware, there are no ceramic pads used in MHCV 
applications. Nevertheless, the Notifying Party estimates that  the Parties’ market shares in any putative 
sub-segments would not materially differ from the market shares provided for discs, pads and calipers. ” 
46  Form CO, paragraph 674.  
47  Notifying Party’s reply to question 3 of RFI 17 post- notification of 14 Januar y 2020: “ The Notifying 
Party submits that its best knowledge and to its best estimates, the Parties’ combined shares do not 
 
 
8 (d) The Parties ’ activities horizontally overlap in steering systems for MHCV. 
This overlap relates predominantly to the US market  and hence outside of 
the EEA . However, the Parties  intend to divest Wabco’ s steering business 
RH Sheppard Inc ., which, according to the Parties, comprises the quasi 
entirety of Wabco’ s global activities in steering.48 This planned divestiture 
is a condition imposed by the Department of Justice in the USA but does 
not directly affect the EEA. The Commission notes that regardless of the 
divestment of Wabco’ s steering business, Wabco ’s sales in the EEA 
amounted to USD [turnover]  in 2018 for the sales of steering gear to one 
customer based in the […] , and sales of pitma n arms to the same customer  
for an amount of EUR [amount]  in 2018. No sales were achieved with this 
customer in 2019 until notification of the Transaction.49 ZF’s sales of 
MHCV hydraulic power steering components in the EEA amounted to EUR 
[amount]  in 2018.50 
(23) In light of recital (32) of the Merger Regulation, it may be presumed that the 
proposed Transaction is not liable to impede effective competition in the 
internal market with respect of the products described in paragraph (22) above. 
Therefore, these products are not discussed further in this Decision.  
(24) Finally, the Parties are active in manufacturing and sale of electronic control 
units (“ECU ”). Except for ECUs integrated in ADAS sensors,51 which Wabco 
does not manufacture, ZF manufactures and sells ECUs only for passenger 
vehicles (“PV”) whereas Wabco manufactures and sells ECUs exclusively on 
the market for MHCV.52 ZF’s ECUs integrated in ADAS  sensors and Wabco ’s 
(other) ECUs for MHCVs are not substitutable.53  
(25) The Commission notes that its decisional practice distinguishes between 
different types of ECUs for the purpose s of defining the relevant product 
market. For example, in one decision the Commission assumed separate 
markets for different ECUs along the different areas of application such as 
transmission controls, airbag control units, body electronics, central body 
control units, engine management in diesel engines for heavy commercial 
vehicles, engine management in diesel engines for passenger cars, engine 
management in petrol engines for passenger cars, for chassis control, for 
                                                                                                                                                   
materially differ from the EEA -wide IAM shares The Notifying Party further submits that his does not 
exclude that IAM shares in hypothetical national markets may vary to some extent. The Notifying Party, 
however, holds the view that the relevant geographic market is EEA -wide. ” 
48  Form  CO, paragraphs 678 and 679. The remaining part of Wabco’s activity in MHCV steering are the 
sales by W abco’s subsidiary WIN in India of steering gear designed for the Indian market to […] Indian 
customer, Form CO, paragraph 679.  
49  Form CO, footnote 259.  
50  Form CO, paragraph 710. This includes steering gears, steering pumps and steering columns.  
51  Form CO, paragraph 723; Notifying Party’s reply to question 2 of RFI 18 post -notification of 
14 January  2020.  
52  Form CO, paragraph 724.  
53  Notifying Party’s reply to question 1(c) of RFI 18 post- notification of 14 January 2020: According to the 
Notifying Party , the lack of substitutability results from the different way of design and technical 
components of the ECUs. ECUs, which are integrated in ADAS sensors (“smart sensors”), are chips and 
boards, which are directly integrated into the sensors. They do not ha ve a housing, connector or power 
supply, but rather work as a highly integrated part of the sensor. If one would want to use them for other 
products than ADAS sensors, redesign, additional components and validation would be necessary.  
 
9 electronic braking systems and for electronic parking brakes.54 The 
Commission confirmed this approach in more rec ent decisions.55 
(26) In light of its decisional practice as well as the generally applicable distinction 
between OEM/OES markets on the one hand and IAM on the other hand 
(Section 7.1.1.3) , the Commission considers that the ZF ’s and Wabco’ s 
activities in ECUs do not overlap on any relevant product market. Therefore, 
the Parties ’ activity in ECUs will not be discussed further in this Decision . 
3.3.2. Vertical links  
(27) There are seven  (potential) vertical links between ZF and Wabco , which lead 
to affected markets:   
(a) Wabco supplies transmission actuation controllers ( “AMT controllers ”) as 
upstream input for ZF ’s downstream product of AMT  systems (mainly 
consisting of gearboxes);56  
(b) ZF supplies sensors (e.g. cameras and radars) for ADAS for commercial 
vehicles as upstream input for Wabco ’s ADAS subsystems;57 
(c) ZF supplies clutches as upstream input into Wabco ’s air compressors 
downstream;58 
(d) Wabco sells certain valves as upstream input for specific MHCV cabin 
dampers manufactured by ZF ;59 
(e) Wabco supplies clutch servos to ZF for ZF ’s manual transmission (“MT”) 
system ;60  
(f) Wabco would be a potential supplier of it s newly developed CPCA product 
to ZF’ s [strategic information]  from […] onwards ;61 
(g) Wabco is a potential supplier of its Pneumatic Clutch Actuator (“PCA”)  
product into ZF ’s older AMT “AS Tronic ”.62  
(28) There are further (potential) vertical links between ZF and Wabco, which do 
not give rise to affected markets:  
(a) ZF sources from Wabco revolution per minute ( “RPM ”) counters  as input 
for its steering axles for MHCV. The purchasing volume is approximatively  
EUR [amount] worldwide and approximatively  EUR [amount]  in the 
                                                 
54  Case No COMP/M.4878 – Continental/Siemens VDO Business, paragraph 12.  
55  See, for example, Case No COMP/M.9330 – Denso/Hirose, paragraph 15 with further references.  
56  Section 7 of this Decision.  
57  Section 8 of this Decision.  
58  Section 9 of this Decision.  
59  Section 10 of this Decision.  
60  Section 11 of this Decision.  
61  Section 12 of this Decision.  
62  Section 13 of this Decision.  
 
10 EEA.63 RPM counters are commodity part s representing less than 1% of the 
overall cost of a MHCV steering / drive axel.64 The Notifying Party submits  
that Wabco ’s market share in RPMs upstream is below 30%65 and that ZF’s 
market share for steering axles for MHCVs i s below [5 -10]% on both a 
potential global and a potential EEA -wide market .66 In light of the relatively 
low purchasing volume of RPM counters  and its commoditized character as 
well as the low market share on of ZF ’s steering axles on the downstream 
market , the Commission concludes that the risk of any input or customer 
foreclosure is minimal. Therefore, these products are not discussed further 
in this D ecision.  
(b) Wabco supplies various small parts to ZF and ZF supplies various small 
parts to Wabco.67 Wabco ’s sales volumes to ZF of each of such parts was 
below EUR [amount] , and mostly below EUR [amount]  in 2018 and ZF ’s 
sales volumes to Wabco of each  of such parts was below EUR [amount]  and 
mostly below EUR [amount]  in 2018.68 These parts were mainly purchased 
for aftermarket sales outside the EEA and therefore not used as inputs for 
ZF’s products.69 
Therefore, these products are not discussed further in this Decision.   
3.3.3. Other competition- relevant aspects  
(29) Moreover, until 19 Septe mber 2019, ZF held a minority shareholding in 
Haldex, a competitor of Wabco in the market for truck and trailer brakes. ZF 
has dive sted its entire stake in Haldex and confirms that it will not undertake to 
(re-) acquire any voting or non- voting shares in H aldex or any of its affiliates 
for a period of [strategic information]  years following the closing of this 
Transaction .70 Therefore , ZF’ s previous minority shareholding in Haldex and 
                                                 
63  Form CO, para graph 100.  
64  Form CO, paragraph 100.  
65  According to the Notifying Party, Wabco’s share in the narrowest hypothetical market, which comprises 
RPM counters (ABS sensors) for commercial vehicles (including trailers), is below 30% both EEA -wide 
and globall y. This applies also to hypothetical sub -segments by customer type (OEM, OES, IAM) EEA -
wide and globally. In all other plausible markets – which would be broader –  Wabco’s shares would be 
lower or significantly lower (Notifying Party’s reply to question 1 of RFI 23 post -notification of 16 
January 2020).  
66  Notifying Party’s reply to question 5 of RFI 16 post -notification of 14 January 2020.  
67  Form CO, paragraphs 100 and 101.  
68  Notifying  Party’s reply to question 18 of RFI 16 post- notification of 14 Janua ry 2020. In 2018, the five 
value -based largest supplies are as follows: Wabco sold to  ZF pipes for EUR [amount], brake cylinders 
for EUR [amount] , pressure supplies for EUR [amount], assembly parts for EUR [amount] and pressure 
valves for EUR [amount] . ZF sold to Wabco i n 2018 shifter links for EUR [amount] , customized snap 
switches for EUR [amount] , control ar ms for EUR [amount], dampers for [amount] and duoplan two 
speed gearbo xes for Machine Tools for EUR [amount] . 
69  Notifying  Party’s reply to RFI 32. To the best of their knowledge, the Parties confirm that their 
respective market shares are estimated at below 30% for any input products within the "various small 
parts" as described in the Form CO. The Parties note that the vast  majority of these supplies between the 
Parties pertain to highly commoditized parts and components, sold in very limited numbers (often below 
EUR [amount] on a global basis i.e., well below [0 -5]% of the Parties’ respective total sales) through 
aftermarket channels, outside the EEA, as replacement parts or repair kits, and which are not used as 
inputs to each other’s downstream products.  
70  Form CO, paragraph 648.  
 
11 the related potential competition -relevant aspects will not be discussed i n this 
Decision.  
4. ANALYTICAL FRAMEWORK  
4.1. Introduction 
(30) Under Article 2(2) and (3) of the Merger Regulation and Annex XIV to the 
EEA Agreement, the Commission is required to examine whether notified 
concentrations are compatible with the internal market and th e functioning of 
the EEA Agreement, by assessing whether they would significantly impede 
effective competition in the internal market or in a substantial part of it, in 
particular through the creation or strengthening of a dominant position.  
(31) In addition, Article 57(1) of the EEA Agreement requires the Commission to 
examine whether notified concentrations are compatible with the functioning 
of the EEA Agreement, by assessing whether they would create or strengthen a 
dominant position as a result of which ef fective competition would be 
significantly impeded within the EEA territory or a substantial part of it.  
(32) In this respect, a proposed concentration may entail horizontal and/or non-
horizontal effects.  
4.2. Analytical framework of the h orizontal effects  
(33) In addition to creating or strengthening a dominant position, the Commission 
Guidelines on the assessment of horizontal mergers under the Council 
Regulation on the control of concentrations between undertakings (the 
“Horizontal Merger Guidelines”) distinguish between two other main ways in 
which mergers between actual or potential competitors on the same relevant 
market may significantly impede effective competition, namely non-
coordinated and coordinated effects.71 72 
(34) Non-coordinated effects may significantly i mpede competition by eliminating 
important competitive constraints on one or more firms, which consequently 
would have increased market power, without resorting to coordinated 
behaviour. In that regard, the Horizontal Merger Guidelines consider not only 
the direct loss of competition between the undertakings involved in the 
horizontal merger, but also the reduction in competitive pressure on 
undertakings not involved in the horizontal merger in the same market that 
could be brought about by the horizontal m erger.73 
(35) The Horizontal Merger Guidelines list a number of factors which may 
influence whether significant non -coordinated effects are likely to result from a 
horizontal merger, such as the large market shares of the undertakings involved 
in the horizontal merger, the fact that the undertakings involved in the 
                                                 
71 Horizontal Merger Guidelines , paragraph 22 (b).  
72  As there is no indication that the Trans action will give rise to co -ordinated effects, the present Decision 
focusses exclusively on non- coordinated effects.  
73  Horizontal Merger Guidelines, paragraph 24.  
 
12 horizontal merger are close competitors, the limited possibilities for customers 
to switch suppliers, or the fact that a horizontal merger would eliminate an 
important competitive force.74 That list of factors applies equally if a 
horizontal merger would create or strengthen a dominant position, or would 
otherwise significantly impede effective competition due to non- coordinated 
effects.  
4.3. Analytical framework of the v ertical effects  
(36) As regards non- horizontal effects, the Commission Guidelines on the 
assessment of non -horizontal mergers ,75 (“Non-Horizontal Merger 
Guidelines ”) distinguish between two broad types of concentrations that 
concern undertakings which are active on different re levant markets (“non -
horizontal mergers”), namely vertical mergers and conglomerate mergers.76  
(37) A vertical merger may result in anti- competitive effects due to foreclosure. 
Foreclosure concerns a situation where actual or potential rivals ’ access to 
supplie s or markets is hampered or eliminated as a result of the vertical 
merger, thereby reducing these companies ’ ability and/or incentive to 
compete.77  
(38) Two forms of foreclosure can be distinguished in a vertical relationship:  input 
and customer foreclosure .78  
(39) Input foreclosure arises where, post -Transaction, the new entity would be 
likely to restrict access to the products or services that it would have otherwise 
supplied absent the vertical merger, thereby raising its downstream rivals ’ 
costs by making it harder for them to obtain supplies of the input under similar 
prices and conditions as absent the vertical merger.79  
(40) Customer foreclosure may occur when a supplier integrates with an important 
customer in the downstream market. Because of this downstream presence, the 
merged entity may foreclose access to a sufficient customer base to its actual 
or potential rivals in the upstream market (the input market) and reduce their 
ability or incentive to compete. In turn, this may raise downstream rivals ’ costs 
by maki ng it harder for them to obtain supplies of the input under similar 
prices and conditions as absent the vertical merger.80  
(41) For an input or customer foreclosure scenario to raise competition concerns, 
three cumulative factors need to be taken into account: (i)  the ability of the 
merged entity to engage in foreclosure; (ii)  the incentives of the merged entity 
                                                 
74  Horizontal Merger Guidelines , paragraphs 27 -38. 
75  OJ C 265, 18.10.2008, p. 6.  
76  Non-Horizontal Merger Guidelines, paragraph 3.  
77  Non-Horizontal Merger Guidelines, paragraph 18.  
78  Non-Horizontal Merger Guidelines, paragraph 30.  
79  Non-Horizontal Merger Guidelines, paragraph 31.  
80  Non-Horizontal Merger Guidelines, paragraph 58.  
 
13 to do so; and (iii)  whether a foreclosure strategy would have a significant 
detrimental effect on competition in the downstream market.81  
(42) Pursuant to th e Non -Horizontal Merger Guidelines, in most circumstances, 
conglomerate mergers do not lead to any competition problems.82 However, 
foreclosure effects may arise in conglomerate mergers when the combination 
of products in related markets may confer on the m erged entity the ability and 
incentive to leverage a strong market position from one market to another 
closely related market by means of tying or bundling or other exclusionary 
practices.83 
(43) The Non- Horizontal Merger Guidelines distinguish between bundling, which 
usually refers to the way products are offered and priced by the m erged entity84 
and tying, usually referring to situations where customers that purchase one 
good (the tying good) are required to also purchase another good from the 
producer (the tied good).85 
(44) Within bundling practices, a distinction is also made between pure bundling 
and mixed bundling. In the case of pure bundling, the products are only sold 
jointly in fixed proportions . With mixed bundling, the products are also 
available separately, but the sum of the stand -alone prices is higher than the 
bundled price.86 Tying can take place on a technical or contractual basis. For 
instance, technical tying occurs when the tying produc t is designed in such a 
way that it only works with the tied product (and not with the alternatives 
offered by competitors).87 
(45) While tying and bundling have often no anticompetitive consequences, in 
certain circumstances such practices may lead to a reducti on in actual or 
potential competitors ’ ability or incentive to compete. This may reduce the 
competitive pressure on the Merged Entity allowing it to increase prices or 
deteriorate supply conditions in other ways.88 In this particular case regarding 
the combination of engines and avionics, the complainant has raised concerns 
of mixed bundling and technical tying. 
(46) In assessing the likelihood of such a scenario of conglomerate effects, the 
Commission examines, first, whether the merged firm would have the abili ty 
to foreclose its rivals, second, whether it would have the economic incentive to 
do so and, third, whether a foreclosure strategy would have a significant 
detrimental effect on competition, thus causing harm to consumers. In practice, 
these factors are often examined together as they are closely intertwined.89 
                                                 
81  Non-Horiz ontal Merger Guidelines, paragraph 32.  
82  Non-Horizontal Merger Guidelines, paragraph 92.  
83  Non-Horizontal Merger Guidelines, paragraph 93.  
84  Non-Horizontal Merger Guidelines, paragraph 96.  
85  Non-Horizontal Merger Guidelines, paragraph 97.  
86  Non-Horizontal Merger Guidelines, paragraph 96.  
87  Non-Horizontal Merger Guidelines, paragraph 97.  
88  Non-Horizontal Merger Guidelines, paragraph 93.  
89  Non-Horizontal Merger Guidelines, paragraph 94.  
 
14 5. MARKET DEFINITION AND COMPETITIVE ASSESSM ENT CONCERNING THE 
PARTIES ’ ACTIVITIES IN CLUTCH ACTUATION  
5.1. Introduction 
(47) Both ZF and Wabco manufacture clutch actuators for AMT systems.  Clutch 
actuators are part of the transmission system of a vehicle and a component of 
an AMT gearbox. Within the transmission system, the actuators are modules 
used to engage and disengage the clutch in order to change gear.90  
(48) There are three different types of clutch actuator technologies for MHCV 
AMT systems: CPCA, PCA, and electric or electro -hydraulic clutch actuators 
(“ECA”).91 According to the Notifying Party, PCAs are the older technology 
when compared to CPCAs.92  
(49) ZF manufactures and sells only CPCAs.93 Wabco mainly  manufac tures and 
sells PCAs. However, Wabco is developing a CPCA product and [strategic 
information] .94 [strategic information, customer name]95 [strategic 
information] .96 As such, the Parties are both active in the manufacture and sale 
of CPCAs.  
5.2. Market definition  
5.2.1. Relevant product markets  
(50) There are no relevant Commission decisional practice , which specifically 
concern clutch actuators  for MHCV.97  
(51) The Notifying Party submits that in a first step, the relevant product markets 
should be segmented along the lines of dif ferent transmission systems, as 
clutch actuation using CPCAs, PCAs and ECAs is relevant only for AMT  but 
not for manual transmission (“MT”), automatic transmission (“AT”) or electric 
transmissions.98 Furthermore, the Notifying Party contends that, whereas t he 
                                                 
90  Form CO, paragraph 601.  
91  Form CO, paragraph 602.  
92  Form CO, paragraph 605.  
93  Form CO, paragraph 604; Notifying Party’s reply to question 6 of RFI 12 post-notification of 
6 January  2020.  
94  Form CO, paragraph 608.  
95  Form CO, paragraph 601.  
96  Wabco has competed in the [strategic information]  tender with in the EEA as well as in the [strategic 
informaion]  and [strategic information]  tenders outside the EEA. It is currently competing in three 
tenders outside of the EEA, namely in the CPCA tenders of [strategic information] , [strategic 
information] , and [strategic information] . Notifying Party’s reply to question 2 of RFI 14 post -
notification of 9 January 2020.  
97  The Notifying Party points to Case No COMP/M.8102 – Valeo/FTE Group, which dealt with clutch 
actuation for light vehicles and the Cases No COMP/M.4 878 – Continental/Siemens VDO  and 
COMP/M.5294 – Schaeffier/Continental, in which the Commission considered transmission control 
units for light vehicles. However, the Notifying Party itself dismisses the relevance of this decisional 
practice for the purpos es of defining the relevant product markets in this c ase (Form CO, 
paragraph  615).  
98  Form CO, paragraph 615. The Notifying Party submits that it might technically be possible to adapt 
PCA and CPCA to MT, but that it would not make any sense from an econom ic perspective.  
 
15 same functionality of different clutch actuators speaks in favour of a product 
market comprising all three kinds of clutch actuators, it is more appropriate to 
further sub -segment the relevant product market by differentiating between 
CPCAs , PCAs and EC As.99 The Notifying Party substantiates its view by 
pointing to the technical differences and price differences between CP CAs, 
PCAs and ECAs .100 Furthermore, according to the Notifying Party, CPCAs 
and PCA are not interchangeable for use in the same type of A MT.101 With 
regard to the differentiation between OEM/OES markets on the one hand and 
IAM markets on the other hand, the Notifying Party explains that the 
OEM/OES  sales channel accounts for the vast majority of the sales. Since  
clutch actuators are not wear and tear parts (in other words, they do not need 
regular replacement but should last for the lifetime of the MHCV), i f, 
exceptionally, a CPCA requires replacement, it is typically replaced by a 
product of the original CPCA supplier.102 There are typical ly no third party 
products that could be used instead of the original parts.  
(52) The Commission takes note of the fact that PCAs are the older technology 
compared to CPCAs and that PCA -technology is being phased- out from the 
market. This is supported by the N otifying Party’ s submission of information 
with respect to EEA -wide and worldwide tenders for clutch actuators, 
according to which all but one next generation transmission systems of the 
relevant OEMs will utilise CPCA technology (or ECA technology, as the  case 
may be), which replaces the currently commonly utilised PCA technology.103  
(53) Given the differences between the three technologies and the fact that tenders 
specifically request a PCA, a CPCA,  or an ECA, none of the technologies 
appears directly substitutable for another.104 For the purposes of this Decision, 
the Commission considers that the market for clutch actuators can therefore be 
further subdivided into three separate product markets: (i)  CPCAs for AMTs ; 
(ii) PCAs for AMTs; and (iii ) ECAs for AMTs.   
(54) Given that the Parties’  activities in clutch actuators do not overlap in respect of 
PCAs or ECAs, the only relevant horizontal overlap relates to CPCAs.  
                                                 
99  Form CO, paragraph 616. As the Parties have no activities in ECAs, the Notifying Party claims that 
ECAs do not need to be considered.  
100  Form CO, paragraph 618. See also paragraph 605: “ CPCA have technical advantages compared to PCA 
and are therefore used in the latest generations of AMT. The advantages of the CPCA as compared to 
the PCA are: (i)  a reduced number of components and system weight, (ii)  the small number of friction 
contacts and elimination of unnecessary play improves the controllability; (iii)  the axleparallel 
actuation direction reduces release bearing loads; (iv)  simplified transmission assembly thanks to the 
push -type clutch and high integration level of components; and (v)  environmentally sound, no hydraulic 
liquid requi red.” 
101  Form CO, paragraph 617.  
102  Notifying Party’s reply to question 11 of RFI 12 post -notification of 6 January 2020. According to the 
Notifying Party, in any case, assuming separate OES and IAM markets, and under the assumption that 
the failure rate o f all clutch actuators is similar, the market shares in the aftermarket approximately 
mirror the market shares on the OE M/OES  market.  
103  Form CO, paragraphs 609 and 610.  
104  The Commission also notes that there are price differences between the products. According to the 
Notifying Party, the average price of CPCAs is EUR […] higher than the average price of PCAs.  
 
16 (55) As regards the question as to whether a separate IAM market exists for 
CPCAs, the Com mission considers that due to the fact that CPCAs are not 
regular replacemen t products and the fact that if exceptionally a replacement is 
needed, this tends to be provided by the original CPCA manufacturer, it is not 
necessary to identify a separate IAM f or CPCAs but rather, any (likely very 
limited) IAM sales should be considered part of the same market as OEM/OES 
sales.  
5.2.2. Relevant g eographic market  
(56) The Notifying Party submits that the relevant geographic market is at least 
EEA -wide, if not global.105 It cont ends that in the OEM/OES market, all 
customers for CPCA are active at least on an EEA -wide basis and that there 
are no legal barriers within the EEA. Transportation costs are low, given the 
compact size of CPCA.106 
(57) For AMT gearboxes and AMT controllers, the vast majority of the respondents 
which  expressed an opinion, considered that the relevant geographic market is 
either EEA -wide or global.107 As CPCAs are a component designed 
exclusively for AMT gearboxes, the same market dynamics appear to apply to 
CPCAs. In any event, nothing in the Commission ’s market investigation 
suggests otherwise.   
(58) For the purpose of this D ecision, it can be left open whether the geographic 
market for CPCAs is EEA -wide or global , as the outcome of the competitive 
assessment would be t he same under either  geographic market definition.  
5.3. Competitive assessment  
5.3.1. Global CPCA market  
5.3.1.1. Market shares  
(59) On a global basis, and taking into account that Wabco’ s CPCA product is still 
under development , [strategic information] , the Notifying Party provi des 
estimates of market shares  both in 2018 and projected for the future until 2024 
as follows .108 
  
                                                 
105  Form CO, paragraph 619.  
106  Form CO, paragraph 620.  
107  Replies to questions 10 and 11 of each Questionnaire to Customers and Questionnaire to C ompetitors.  
108  The market shares provided in this section are based on unit volumes. The Notifying Party confirmed 
that the value -based market shares would not differ, Notifying Party’s reply to question 2 of RFI 20 
post-notification of 15 January 2020.  
 
17 Table 1: CPCA for AMT MHCV, worldwide, OE M/OES  market  
 2018  2019  2020  2021  2022  2023  2024  
ZF Con Act (CPCA) inc luding 
merchant sales  [90-100]% [90-100]% [90-100] [90-100]% [70-80]% [60-70]% [60-70]% 
Wabco CPCA  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [5-10]% 
ZF-Wabco  combined  [90-100] % [90-100] % [90-100] % [90-100] % [80-90]% [60-70]% [60-70]% 
Knorr -Bremse CPCA  [0-5]% [0-5]% [0-5]% [0-5]% [10-20]% [20-30]% [20-30]% 
Others /New  business 
opportunities  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [5-10]% 
Total  100%  100%  100%  100%  100%  100%  100%  
Source:  Notifying Party ’s reply to question 8 of RFI 14 , annex Q8.   
Notes:  The market shares are based on unit volumes .  
(60) ZF uses a certain amount of its CPCA production in- house for its TraXon 
gearbox. The current and projected split of ZF ’s CPCAs into in -house  use and 
sales on the market is as follows.  
Table 2: Split between ZF’ s CPCAs used in -house and sold on the market (units)  
 2018  2019  2020  2021  2022  2023  2024  
ZF Con Act (CPCA) in -
house production 
for ZF ’s TraXon  [amount]  [amount]  [amount]  [amount]  [amount]  [amount]  [amount]  
([20-30]%) ([20-30]%) ([20-30]%) ([30-40]%) ([40-50]%) ([50-60]%) ([50-60]%) 
ZF Con Act (CPCA) 
merchant sales to 
[…] and […] [amount]  [amount]  [amount]  [amount]  [amount]  [amount]  [amount]  
([70-80]%) ([70-80]%) ([70-80]%) ([60-70]%) ([60-70]%) ([40-50]%) ([40-50]%) 
Source:  Notifying  Party ’s reply to question 8 of RFI 14 , annex Q8.   
(61) Therefore, the market shares on the OE M/OES market for CPCAs on a global 
basis without taking into account ZF ’s CPCAs used in -house would be as 
follows . 
Table 3: CPCA for AMT MHCV, worldwide, OE M/OES  market, without ZF ’s in-
house sales  
 2018  2019  2020  2021  2022  2023  2024  
ZF Con Act (CPCA) 
merchant market to 
[…] and […] [90-100]% [90-100]% [90-100]% [90-100]% [70-80]% [40-50]% [40-50]% 
Wabco CPCA  [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [5-10]% [10-20]% 
ZF-Wabco combined  [90-100] % [90-100] % [90-100] % [90-100] % [70-80]% [50-60]% [50-60]% 
Knorr -Bremse CPCA  [0-5]% [0-5]% [0-5]% [0-5]% [20-30]% [30-40]% [30-40]% 
Others/New business 
opportunities  [0-5]% [0-5]% [0-5]% [0-5]% [5-10]% [10-20]% [10-20]% 
Total  100%  100%  100%  100%  100%  100%  100%  
Source:  Notifying Party ’s reply to question 8 of RFI 14 , annex Q8.   
Notes:  The market shares are based on unit volumes .  
5.3.1.2. The Notifying Party’ s view  
(62) With  respect to the competitive assessment on the market for CPCAs on a 
global basis, the Notifying Party submits that there is no existing competition 
between the Parties and an extremely low likelihood of any future 
competition .109 Even if some competition wer e to take place between Wabco 
                                                 
109  Form CO, paragraph 642.  
 
18 and ZF in other parts of the world absent the merger, t he Notifying Party is of 
the opinion that there would be no elimination of competition in respect of 
customers located in the EEA in the foreseeable future given that  there will be 
no demand for CPCAs within the next […], as all recent tenders have already 
been awarded by accessible customers in the EEA.110 As such, Wabco ’s CPCA 
product has no prospective customers in the EEA.  
(63) Furthermore, the Notifying Party contends tha t post -Transaction , the merged 
entity would face a sufficient number of strong competitors that have sufficient 
development competences, such as Knorr -Bremse, Kongsber g and LuK ( […]*  
Group). In particular, the Notifying Party points out that it has recentl y lost 
some of its CPCA business with one of its two current EEA -based customers:  
[customer] will source CPCA s from Knorr -Bremse for its new generation of 
AMT from [strategic information] onwards instead of  from ZF.111 Moreover, 
ZF will incur further volume losses of CPCAs in the EEA when it loses it 
AMT gearbox business with [customer] as of  [strategic information] 
onwards .112  
(64) In view of the projections submitted until 2024, the Notifying Party concludes 
that its market share will decrease [strategic informat ion] in the near future.113 
(65) Finally, the Notifying Party emphasi ses that a market share assessment is not 
appropriate for the analysis of the market situation for clutch actuators as there 
is a very limited number of customers and tenders. For future competi tion, the 
current market shares are not decisive but rather the ability of CPCA 
manufacturers to compete for future tenders.114 
5.3.1.3. Commission ’s assessment  
(66) The Commission considers that although the merged entity ’s market share is 
high in respect of CPCAs, for the following reasons the Transaction  does not 
result in serious doubts as to its compatibility with the internal market and the 
functioning of the EEA Agreement with respect of CPCAs.  
(67) First, the combined share is projected to decrease significantly , as production 
resulting from recent tenders comes online. If one  includes ZF’s in-house 
sales, the combined market share is projected to reduce from [90 -100]% to 
[60-70]% by 2024.115 Moreover, if one does not take into account the CPCA 
                                                 
110  Form CO, paragraph 609.  
* Should read: “ Schaeffler” . 
111  Notifying Party’s reply to question 1 of RFI 14 post -notification of 9 January 2020.  
112  Notifying Party’s reply to question 8 of RFI 12 post -notification of 6 January 2020. The Notifying Party 
explains that ZF is currently selling its TraXon AMT (which incorporates ZF’s CPCA) to [customer] . 
From [strategic information] on, [customer] will sou rce the HCV -AMT entirely from [third -party] (i.e. 
[third -party] ). Consequently, ZF will also lose its clutch actuator -volumes at [customer] . 
113  Notifying Party’s reply to question 8 of RFI 12 post -notification of 6 January 2020.  
114  Form CO, paragraph 639.  
115  ZF is projected to increase its TraXon gearbox sales by [sales volume]  units by [strategic information] . 
These estimates of volume reductions in CPCAs take into account the increased projected TraXon sales.  
 
19 volumes used by ZF for its TraXon gearbox,116 the market shares decrease 
even more rapidly between 2020 and 2024 from [90 -100]% to [50 -60]%.  
(68) Second, the market for CPCAs  is characterised by large, lumpy orders117 
where the loss or win of  one customer may have a significant impact on the 
future market share of a competitor. The movement in market shares as set out 
in Table 1, Table 2, and Table 3 above , shows how quickly market positions 
can change depending whether or not one wins or loses a tender. The market 
for CPCAs is a bidding market with a limited amount of tenders  (see paragraph 
(70)).118 
(69) Third, once a tender is won, the market share corresponding to that tender 
tends to remain with the winner of that tender. This is because CPCAs are 
bespoke products designed to fit into a specific AMT system. In principle, 
CPCAs have to be developed specifically for a specific (new generation of) 
AMT system. This enhances the chances of potential suppliers, which  are not 
incumbent suppliers, to win orders. It is for this reason that what is important 
in terms of competition in the market is development capabilities.  
(70) Fourth, the decreasing trend of ZF ’s market share is due to competitive 
constraints from competitors such as Knorr -Bremse, which  won [third party] 
tender for CPCA volumes as of [strategic information] on wards  (this tender 
not only affects the EEA but also North America),119 as well as from OEMs  
themselves, which  are capable of insourcing the production of CPCAs, such as 
[third party] , which  will use the […] including the CPCA  as of [strategic 
information] .120 Moreover, whilst market shares will not change immediately 
due to the fact that  a CPCA/AMT combination tends to be for life of the 
product, the fact that Knorr -Bremse won the […] contract from ZF in […] 
shows that it is already now exercising competitive constraint on ZF.  
(71) Fifth, the Commission ’s market investigation has shown that there are a 
number of companies currently developing CPCAs. Amongst those are 
Kongsberg and LuK, which presented their prototypes at the Automechnica 
exhibition in Frankfurt in 2018.121 In particular, Kongsberg is active ly 
                                                 
116  There are indication that ZF’s volumes used in-house for its TraXon gearbox are not part of the 
merchant market. ZF has not issued a typical tender for the supply with CPCA for its TraXon product 
but merely carried out a concept development study and requested a so -called A -sample from [supplier 
name] and its in -house department for the supply of CPCAs. Other potential suppliers were eventually 
not approached to provide an A -sample. Finally, ZF decided not to request a so -called B -sample from 
[supplier name] ; Notifying Party’s reply to question 2(b)  of RFI 14 post -notification of 9 January 2020; 
Notifying Party’s reply to questions 1 and 2 of RFI 16 post- notification of 14 January 2020; Annex Q1 
to Notifying Party’s reply to RFI 16 post -notification of 14 January 2020.  
117  See also Horizontal Merger G uidelines, paragraph 15.  
118  Form  CO, paragraph 610: On a global level, there are currently only four ongoing tenders where the 
supplier is not yet determined.  
119  This corresponds to roughly [sales volume]  units, Notifying Party’s reply to question 8 of RFI 12 post -
notification of 6 January 2020.  
120  This loss of volume starting [strategic information]  corresponds to roughly [sales volume] -[sales 
volume]  units, Notifying Party’s reply to question 6 of RFI 14 post -notification of 9 January 2020.  
121  Notifying  Party’s reply to question 9 of RFI 12 post -notification of 6 January 2020; Notifying Party’s 
reply to question 5 of RFI 14 post -notification of 9 January 2020. LuK has a high number of 
patents/patent applications for CPCA.  
 
20 promoting its CPCA, which is demonstrated by Kongsberg submitting to 
[strategic information] .122 
(72) Sixth , even when assuming a global market for CPCAs, the impact of the 
Transaction on the internal market would be significantly delayed, if any. The 
data provided by the Notifying Party show that […] options to bid on the EEA 
market are limited by the number of potential customers . Post -merger, for 
CPCAs, potential customers are only [third party interest] and [third party 
interest] . In addition, [third party interest]  will in all likelihood use ZF ’s 
CPCAs after [strategic information] .123 Finally, [third party interest]  has 
awarded the supply contract for CPCAs for its next generation AMT system to 
Knorr -Bremse and this contract is designed to be in place until […].124 In 
short, there is no possibility for ZF and Wabco to compete for the supply of 
CPCAs vis -à-vis customers located in the EEA in the short - to medium -term. 
This also allows Kongsberg and LuK further time to develop their CPCA 
products and prepare for future tenders.  
(73) Outside the EEA, the Commission notes that ZF did not compete for the 
[strategic information] . However, both ZF and Wabco are participating in 
ongoing tenders and thus competing against each other (ongoing tenders for 
[strategic information] ). These tenders are to be awarded in [strategic 
information] , with start of production envisaged in [strateg ic information] . 
After these CPCA tenders, it is unclear what tenders are coming up globally. 
As for the EEA, the Parties main competitor is Knorr- Bremse. Additionally, 
customer may in future turn to the potential new entrants Kongsberg and LuK. 
As such, w hilst some competition will be eliminated outside of the EEA going 
forward, the Commission considers that options  for customers  remain  such that 
the reduction of competition between ZF and Wabco caused by the 
Transaction outside of the EEA is not such as t o give rise to serious doubts as 
to the Transaction ’s compatibility with the internal market and the functioning 
of the EEA Agreement with respect to CPCAs for AMTs. 
(74) Finally, whilst one market participant highlighted the fact that “ [t]his 
transaction will allow ZF/Wabco to increase its position as leader for Clutch 
actuators products (CPCA = Concentric Pneumatic Clutch Actuator),”125 the 
Commission considers that in light of the foregoing, in the specific 
circumstances of the present case, this factor alone i s not sufficient to give rise 
to serious doubts as to the Transaction’ s compatibility with the internal market 
and the functioning of the EEA Agreement with respect to CPCAs for AMTs.  
(75) Overall therefore , the Commission considers that the merged entity will face 
competitive constraints not only from other tier -1 or tier- 2 suppliers such as 
Knorr -Bremse or Kongsberg, but also from MHCV OEMs, which  are capable 
of “making” the clutch actuations for t he AMT in -house. Finally, the 
                                                 
122  Annex Q1 to Notifying Party’s  reply to RFI 16 post -notification of 14 January 2020. [strategic 
information] . 
123  Notifying Party’s reply to question 1 of RFI 14 post -notification of 9 January 2020: [third party]  is not 
expected to change its currently running AMT generation within the [strategic information] ; [third party]  
will revise its AMT in [strategic information] , however without changing the CPCA.  
124  Form CO, paragraph 609.  
125  Reply to question 111.1 of Questionnaire to Competitors.  
 
21 information available to the Commission either through the Notifying Party’ s 
submissions  or the market investigation show that there are potential 
competitors to the merged entity  (such as Kongsberg and LuK) , which  have 
undertaken concrete steps to develop own CPCA capabilities in ord er to 
compete in future tenders. 
(76) In light of the considerations of this Section , and in absence of any 
substantiated concerns voiced during the market investigation , the Commission 
concludes that, on balance, the Transaction does not raise serious doubts a s to 
its compatibility with the internal market and the functioning of the EEA 
Agreement with respect CPCAs sold to OE M/OES  customers on a global 
market.  
5.3.2. The EEA- wide CPCA market  
(77) As regards a potential EEA -wide market for CPCAs sold to OEM/OES  
customers, the Commission considers that the arguments as to why no 
competition concerns arise are the same as those that are applicable to the 
global market.  
(78) The Commission in particular notes that as regards the EEA, there is no 
potential  competition opportunities foreseen between the Parties’  in respect of 
CPCA for the foreseeable future. […] contract with Knorr- Bremse is 
understood to last until […]. Whether or not […] will issue a tender for a new 
CPCA prior to that is unclear given that this is likely to depend on […] plans 
regarding next generation AMTs .126 Although the Parties competed for the 
[…] tender (and both lost to […]), it seems unlikely that future competitive 
interactions in the EEA will take pla ce in the short -to-medium term.  
(79) Finally, there is no competition for contracts currently being supplied by a 
CPCA supplier.  CPCAs a re bespoke products. A CPCA has to be adapted to 
each specific AMT. Even if a supplier already has a CPCA available, the  effort 
to adapt the CPCA to the specific AMT is considerable . Switching from one 
existing CPCA supplier to another therefore generally makes no economic 
sense. In short, once the CPCA customer has chosen its supplier for a 
particular AMT system, it normally stays with that supplier for that particular 
AMT system .  
(80) In light of the considerations in this Section, t he Commission concludes that 
the Transaction does not raise serious doubts as to its compatibility with the 
internal market and the functioning of the EEA Agreement with respect to 
CPCAs sold to OEM/OES c ustomers on an EEA -wide market.  
5.3.3. Conclusion  
(81) In light of the considerations in this Section 5.3 , the Commission concludes 
that the Transaction does not raise serious doubts as to its compatibility with 
                                                 
126  Annex Q7 to the Notifying Party’s reply to  question 8 of RFI 14 post- notification of 9 January 2020. 
Whilst Wabco did compete against ZF in the tender for […], there are no further tenders envisaged in 
the near future.  
 
22 the internal market and the functioning of the EEA Agreement with respect to 
CPCAs sol d to OE M/OES  customers on a EEA -wide or on a global market . 
6. MARKET DEFINITION AND COMPETITIVE ASSESSM ENT CONCERNING THE 
PARTIES ’ ACTIVITIES AND POTENTIAL HORIZO NTAL OVERLAP IN WORKSHOP 
CONCEPTS  
6.1. Introduction 
(82) A workshop concept is a contractually fixed form of cooperation between a 
provider of a  workshop concept and a workshop.127 Through a workshop 
concept , workshops , which service fleet owners in the aftermarket  can benefit 
from a common  brand and thus form a stronger antithesis to the OEM ’s own 
aftermarket w orkshops and authorised workshops.128 Ultimately all workshops, 
whether OEM owned or independent compete to provide maintenance and 
repair services to fleet owners  in the aftermarket. 
(83) ZF, through a cooperative non full -function joint venture with Bosch and 
Knorr-Bremse, provides an I AM concept for CV workshops called 
Alltrucks.129 The workshops, which join Alltrucks , are referred to as “ Alltrucks 
Partners” . Alltrucks is a full- service con cept meaning that  Alltrucks  workshops 
services all OEM brands in the CV se ctor and covers almost all vehicle related 
maintenance and repair work.130 Alltrucks provides it Partners with 
comprehensive support in commercial and technical questions, such as 
technical trainings, a technical hotline, a workshop portal with technical 
information, quality assurance through process consulting and auditing of 
partner workshops, as well as marketing, design assistance and a common 
brand. This also includes the Alltrucks diagnostics system, comprising 
hardware and software from the joint ventu re partners Bosch, ZF and Knorr -
Bremse.  
(84) Alltrucks  is a franchise concept. As such,  Alltrucks charges its franchisees 
different types of franchise fees, dependent on the service purchased by the 
individual Alltrucks Partner.131 Clause 6(1) of the Alltrucks standard 
contract132 […].133 […].134  
(85) Alltrucks does not distribute any spare parts that are needed by the Alltrucks 
Partners for the maintenance and repair of CV. Spare parts are sourced directly 
by the workshops from spare part manufacturers. Whilst the Alltru cks 
franchisee contract foresees that  […], the  Alltruck s Partners are free to also 
                                                 
127  Form CO, paragraph 576.  
128  Form CO, paragraph 576.  
129  The Alltrucks cooperation agreement was approved by the German Bundeskartellamt, the Austrian 
competition authority and the Polish competition authority in 2013.  
130  Form CO, paragraph 579.  
131  Form CO, Annex 6.4 -(4)_Contract Alltrucks. The price list with the franchise f ees is attached to the 
standard Alltrucks contract submitted in this Annex 6.4 -(4)_Contract Alltrucks.  
132  Form CO, Annex 6.4- (4)_Contract Alltrucks.  
133  Form CO, Annex 6.4- (4)_Contract Alltrucks, Clause 6.1, which reads (in German): “ […].” 
134  Form CO, Annex  6.4-(4)_Contract Alltrucks, Clause 6.1, which reads (in German): “ […].” 
 
23 source from other sources. In addition, the Alltrucks joint venture itself does 
not own any workshops and thus does not offer maintenance and repair of 
commercial vehicles i tself.135 At the end of 2018, there were […] Alltrucks 
Partners in Germany, Austria, Switzerland, Italy and Poland.136 
(86) Wabco , on the other hand, certifies  independent third -party workshops as 
qualified to repair Wabco ’s products  (by training workshop mechanics  in the 
Wabco Academy and equipping them with Wabco diagnostics tools for the 
repair of Wabco systems. Such certified workshops form the “Wabco Service 
Partner Network ” and operate independently from Wabco . The Notifying Party 
submits that a s such, Wabco does not consider itself as active in the supply of 
full-service workshop concepts. Wabco does not derive any direct revenues 
from the certification process, i.e. no fee is due for the certification.137 Instead, 
the business rationale of the Wabco Service Partner Network is that thus 
Wabco is better able to ensure that its customers can easily identify workshops 
that provide reliable, high quality services and offer Wabco original 
replacement parts. The objective is, among others, to foster that the 
replacement parts purchased are Wabco original parts  (whether sourced 
directly from Wabco or other Wabco parts distributors).138 There are 
approximately  […] Wabco Service Partners,139 out of which […] are in the 
EEA.140 
6.2. Market definition  
(87) The Commission ’s previous decisi onal practice has never consider ed 
workshop concepts  for the aftermarket for providing MHCV maintenance and 
repair services. 
(88) The Notifying Party submits that the relevant product market comprises 
comprehensive full -service workshop concepts for CV, which does not target 
only specific services.141 It argues that the provision of single, specific services 
does not cover the needs of a workshop in its entirety and is not an alternative 
to a full -service workshop concept. Further more , workshops , which are part of 
a (full- service) workshop concept, often also participate in "detail concepts" 
such as the Wabco Service Partner Network concept, to obtain the linked 
certification. Detail concepts are not exclusive of other detail or full -service 
works hop concepts, whereas full -service workshop concepts are exclusive of 
other ( competing) full- service workshop concepts.  
(89) In the Notifying Party’ s view, w orkshop concepts are primarily to be 
understood as comprehensive full -service  concepts. These concepts d istinguish 
them selves from individual product or product  group- related support services 
to which the Notifying Party refers as "detail workshop services" or "detail 
concepts" , which are  usually initiated by the parts manufacturers  along their 
                                                 
135  Form CO, paragraph 583.  
136  Form CO, paragraph 580.  
137  Form CO, Annex 6.4- (5)_Contract WABCO Service.  
138  Notifying Party’s reply to question 11 of RFI 16 of 14 January 2020.  
139  Form  CO, 585.  
140  Notifying Party’s reply to question 8 of RFI 16 of 14 January 2020.  
141  Form CO, paragraph 589.  
 
24 limited produ ct competence and  provided with limited technical information. 
Full-service concepts cl aim to be able to  cover al most all vehicle -related 
work.142  
(90) Finally , the Notifying Party contends that workshop concepts for CV and P Vs 
form separate markets, as the work shops themselves are normally either 
operating repair and maintenance services for CV s or for PVs.143 
(91) With respect to the relevant geographic market, the Notifying Party submits 
that assuming a potential relevant product market for full -service workshop 
concepts, the geographic market is EEA -wide.  Most full -service workshop 
concept networks are  active all across Europe or at least in multiple Member 
States. Likewise,  most customers are large transport companies and fleet 
operators , which operate across the E EA. Further, the service provided to these 
customers is largely standardi sed across the EEA.144 If, however, the product 
market were to include detail concepts, these function more on a national basis 
and as such, a national market approach should be adopted.145 
(92) The Commission finds that, for the purpose s of this Decision, the exact market 
definition with  respect to the provision of aftermarket services through 
workshop concepts can be left open as the outcome of the competitive  
assessment would be the same irrespective of wh ether one defines a separate 
market for  the provision of such services through full -concept  workshops or an 
overall market comprising full -service workshops, detail concept workshops 
and independent workshops  and irrespective of whether the scope of the 
geographic market is national or EEA -wide . 
6.3. Competitive assessment  
6.3.1. Market shares 
(93) For the market of full -service workshop concept on the EEA level, the 
Notifying Party submitted market shares as follows .  
  
                                                 
142  Form CO, paragraph 578.  
143  From CO, paragraph 589.  
144  Notifying Party’s reply to question 4 of RFI 16 of 14 January 2020.  
145  Notifying Party’s re ply to question 4 of RFI 16 of 14 January 2020.  
 
25 Table 4: Full-service workshop concepts (including OEM workshops and other full 
service workshops) , EEA- wide146 
Customer  Workshops   
(units ) Wor kshops  
(%) 
Truck Station (Iveco, Fiat Group)  ~ [amount]   ~ [20-30]% 
Truckworks (Daimler)  ~ [amount]  ~ [20-30]% 
MAN Service Complete (MAN)  ~ [amount]  ~ [10-20]% 
Truckfit  ~ [amount]  ~ [10-20]% 
Alltrucks  ~ [amount]  ~ [10-20]% 
TOP TRUCK Service  ~ [amount]  ~ [0-5]% 
AD Truckdrive  ~ [amount]  ~ [0-5]% 
Total  ~ [amount]  100 %  
Source:  Notifying Party ’s reply to question 4(d) of RFI 12 post -notification of 6 January 2020.  
(94) For a product market comprising all different k inds of workshop concepts 
(i.e. full- service concepts, detail concepts and independent workshops) , 
Notifying Party estimates the combined market share to be [10 -20]-[10-20]% 
(Alltrucks [0-5]-[0-5]% and Wabco Service partner Network [10 -20]%) on an 
EEA -wide basis.147 
(95) According to the Parties ’ best estimates, their combined market shares at 
national level would be between [10 -20]-[10-20]% in all Member States except 
Germany where they estimate their combined market share to be [10 -20]%.148 
6.3.2. The Notifying Party ’s arguments  
(96) The Notifying Party submits that Alltrucks does not compete with Wabco as 
only Alltrucks is active in  full-service workshop concepts, whereas Wabco is 
not.149 
(97) Furthermore, t he Transaction would not lead to any increase in market 
presence of Alltrucks. The Transaction would have no impact on Wabco ’s 
Service Partner Network either. As the Wabco Service Partner Network 
satisfies demands different from those of Alltrucks there are no horizontal 
effects.150 
(98) Finally, the Notifying Party argues that there are no vertical relations between 
Wabco  and Alltrucks. Alltrucks is  a workshop concept only and does not sell 
ZF’s, Bosch ’s, or Knorr -Bremse’ s spare parts t o workshops. The workshops , 
which are franchisees of Alltrucks,  are free to purchase spare parts from third 
                                                 
146  The Notifying Party submits that the most plausible basis for determining the market shares in the 
product market for full -service workshop concepts for MHCVs is the number of workshops. The 
number of workshops and the size of the network are the most important factors from a customer 
perspective and therefore, can be seen as indicative of market position. In contrast, the aggregated 
turnover of the participating workshops, however, is not suitable to serve  as a basis for determining the 
market shares as the individual workshop concepts are independent and also generate turnover with 
services and/or sales of products unrelated to the workshop concepts; Notifying Party’s reply to question 
5 of RFI 16 of 14 Ja nuary 2020.  
147  Notifying Party’s reply to question 8 of RFI 16 post -notification of 14 January 2020.  
148  The Parties do not track market share data or the number of all workshops at national level. As such, the 
Parties have done their best to estimate the t otal number of workshops.  
149  Form CO, paragraph 591.  
150  Form CO, paragraph 593.  
 
26 parties. Likewise, Wabco ’s Service Partners are free to purchase spare parts  
from third parties .151 
6.3.3. Commission ’s assessment  
(99) At the outset, the Commiss ion notes that during the market investigation, 
certain third parties raise concerns relating to the Alltrucks concept. The 
concerns raised revolve around (i)  an alleged increased strength of the 
combined entity in several segments of the IAM, based in par ticular on the 
strong positions of Knorr -Bremse (a party to Alltrucks) and Wabco in braking 
components  and air compressors, on the increased cross -selling opportunities, 
economies of scale and scope; (ii)  possible foreclosure strategies whereby 
OEMs would not be able to source components for the IAM under the same 
conditions as pre -merger or that Alltrucks w ould have less incentive to source 
competitors ’ products;152 and (iii)  concerns that confidential information 
provided by Knorr -Bremse in the framework of  Alltrucks may be disclosed to 
its main braking competitor Wabco (and vice -versa).153 
(100)  However, the Commission considers that the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market and the 
functioning of the EEA Agreement in relation to workshop concepts for the 
reasons explained in the next sections.  
6.3.3.1. No horizontal effects  
(101)  The Commission considers that if full -service workshop concepts form a 
separate product market (whether EEA -wide or national), no horizontal 
overlap exists.  The same applies if one were to consider a separate market for 
detail concept and independent workshops .  
(102)  If, on the other hand, the market comprises both full -service workshops, detail 
concepts and independent workshops, the Commission considers that no 
competition concerns arise for the following reasons.  
(103)  First, the combined market share of the merged entity at EEA -wide level 
would be less than [10 -20]%. It should also be highlighted that in this wider 
market, Alltrucks represents a very small proportion of workshop concepts 
([0-5]-[0-5]%). At a national level the combined market shares also remain 
below [10-20]%, the highest estimated combined market share being [10 -20]% 
in Germany.154  
(104)  Second, the workshop concepts offered are very differe nt and do not to 
compete  closely . 
                                                 
151  Form CO, paragraph 594.  
152  Replies to questions 108.1 of Questionnaire to Customers and replies to question 128.1 of Questionnaire 
to Competitors.  
153  Reply to questions 108.1 of Questionnaire to Customers.  
154  Overlaps arise in respect of Austria, Belgium, France, Germany, Italy, the Netherlands, Norway, Poland, 
Portugal and Spain. These are the countries in which Alltrucks is present.  
 
27 (105)  In the first place,  given the way the two  business concepts work ( Alltrucks 
generates its revenue through franchise fees paid by workshops, which joined 
their workshop concepts  whilst Wabco received no remuneration certify ing 
workshops as Wabco Service Partner ),155 these concepts attract different 
independent workshops . Those who wish to provide full services and those 
who may wish to specialise, or add a particular competence to other 
competences.  This in turn translates to the type of service the workshop offers 
to fleet owners. Those fleet owners who wish to have a full -service will turn to 
Alltrucks or equivalent. For these customers non full -service workshops may 
not be an option. Ultimately, substitutability of the two s ervices depends on the 
needs and w ishes of the service customer.  
(106)  In the second  place, as regards the actual situatio n, out of the currently […] 
Alltrucks Partners, […] are also Wabco Service Partners.156 This demonstrates 
that both concepts could be considered rather supplementary than competing  
(otherwise the exclusive nature of the Alltrucks concept would prevent 
Alltrucks Partners from being also part of the Wabco Service Network).157 The 
Commission also  notes that Knorr -Bremse, one of the current Alltruck s parent 
companies, also has its own parallel workshop concept.158 
(107)  In the third  place, Alltrucks ’ workshops are already pre- merger  in a position to 
service and supply Wabco manufactured components irrespec tive of whether 
they are part of the Wabco Service Network.159 This would not change through 
the combination of Alltrucks (through ZF) and Wabco’ s Service Partner 
Network.  
(108)  Third, the majority of the respondents to the Commission’ s market 
investigation is not concerned about the impact on the provision of 
maintenance and repair services for commercial vehicles. Roughly two- thirds 
of the respondents, which  expressed their view, are of the opinion that the 
impact of the Transaction will be neutral and in the view of one respondent 
even positive.160 One respondent stated that “ [d]ue to the wide and developed 
spare parts offer in IAM we believe the impact of this transaction is neutral ” 
and another commented that “ [l]ong established supply chains will outlast the 
transaction. ”161 Another voice from the market pointed to the existing business 
relations in the IAM: “ I don’ t think the transaction will have an immediate 
impact on maintenance and repair. On a long term this might change but will 
be subject to the parties existing agreements with third- party workshops.”162 
(109)  Fourth, the Commission does not share the concerns voiced by a few third 
parties as to the increased strength of the merged entity in the IAM (combining 
                                                 
155  Notifying Part y’s reply to question 11 of RFI 16 of 14 January 2020. Wabco’s network is in fact a 
marketing tool for its component sales on the OEM/OES market as well as the IAM . 
156  Notifying Party’s reply to question 9 of RFI 16 of 14 January 2020.  
157  Notifying Party’ s reply to question 10(a) of RFI 16 of 14 January 2020.  
158  Minutes of a call with Knorr -Bremse of 1 October 2019.  
159  Notifying Party’s reply to question 6 of RFI 26.  
160  Replies to questions 108 of Questionnaire to Customers and replies to question 128 of  Questionnaire to 
Competitors: Two thirds of the respondents, which  expressed their opinion.   
161  Both quotes are replies to questions 108.1 of Questionnaire to Customers.  
162  Reply to question 108.1 of Questionnaire to Competitor.  
 
28 Wabco and Knorr -Bremse, cross -selling, economies of s cope and scale). In the 
first place, it is wrong to conclude that the Transaction results in a merger of 
Knorr -Bremse’ s and Wabco ’s IAM activities. Alltrucks is a cooperation 
agreement. Any extension of the agreement to Wabco would also need to be 
agreed w ith Bosch and Knorr -Bremse, the other Alltrucks parent companies. In 
the second place, Alltrucks ’ market share in the EEA is relatively low 
([10-20]% if considering full -service concepts only and [0 -5]-[0-5]% if 
considering a ll workshop concepts ). The Parties’ combined position on a wider 
market comprising all workshop concepts (whether EEA -wide or national) also 
remains below [10 -20]%. As such, even if the merged entity w ere to  engage in 
increased cross- selling or benefit from economies of scale and scope,  this is 
unlikely to lead to a significant impediment to effective competition in respect 
of the provision of maintenance and repair services by all workshop concepts .  
6.3.3.2. No vertical effects  
(110)  The Transaction also does not give rise to competition concerns be cause of 
(potential) vertical links.  
(111)  The Commission considers that it is questionable whether there is indeed a 
direct vertical link between Wabco ’s spare parts and Alltrucks. First, Alltrucks 
does not supply any spare parts itself. Second, Alltrucks Part ners are free to 
source from third parties and not only the Alltrucks parent companies. 
Moreover, nearly […]% of Alltrucks Partners are also already Wabco Service 
Partners. There is no evidence provided that these workshops which  belong to 
both the Alltruc ks and Wabco networks have stopped purchasing spare parts 
from third party competitors. Moreover, even if post -Transaction Alltrucks 
were to somehow limit its P artners ’ ability to source spare parts from third 
parties, multiple other avenues to reach the m arket would remain, including the 
OEMs workshop concepts. The Commission therefore considers that customer 
foreclosure is unlikely.  
(112)  Finally, the Commission does not agree with the concern raised by one market 
participant that OEMs may find it more difficult to source certain spare parts 
as a result of the Transaction  for the OEMs ’ workshop concepts . First, if 
OEMs can no longer provide full services for their own trucks and busses  
because of restricted access to certain of Wabco ’s spare parts it seems logical 
that the OEMs would re -consider buying Wabco components going forward. 
Second, e ven if additional Alltrucks Partners w ere to purchase Wabco spare 
parts  post-Transaction , there would be no incentive to concentrate the 
distribution of all Wabco spare parts to Alltrucks Partners  given Alltrucks ’ 
relatively minor market position  (see paragraph (106)  above ). Finally, nothing 
in the market investigation has provided any evidence that the current 
Alltrucks owners (Z F, Bosch and Knorr -Bremse) have restricted access to 
spare parts to OEMs as a result of t he Alltrucks joint ven ture. 
6.3.3.3. No concerns related to disclosure of confidential information  
(113)  Finally, the Transaction does not give rise to competition concerns because of 
ZF potentially disclosing Knorr -Bremse ’s confidential information obtained in 
the course of the operation of  Alltrucks to Wabco  (or vice versa).  
 
29 (114)  The Notifying Party argues that confidential information is only exchanged (if 
at all) on a need -to-basis for the operation of the Alltrucks joint venture within 
the administrative bodies of the joint venture. For these  administrative bodies 
the parties of the joint venture have agreed on antitrust compliance rules .163 
(115)  Furthermore, the Notifying Party submits  that, for its own best interest, it 
ensures that there will be no flow of sensitive information of Knorr -Bremse via  
Alltrucks to Wabco.164 
(116)  The Commission notes that any exchange of commercially sensitive 
information between Knorr -Bremse and Wabco through Alltrucks would be a 
breach of Article 101 TFEU. In that context and in view  of the agreed 
compliance rules for Alltrucks and ZF ’s statement that there will be no flow of 
Knorr -Bremse’ s confidential information to Wabco through Alltrucks ,165 the 
Commission considers it unlikely that the Transaction would cause ZF to 
disclos e Knorr -Bremse’ s confidential information obtained in the course of the 
operation of Alltrucks to Wabco (or vice versa).  
6.3.4. Conclusion  
(117)  In light of the considerations in this Section 6.3 , the Commission concludes 
that the Transaction does not raise serious doubts as to its compatibility with 
the internal market and the functioning of the EEA Agreement with respect to 
the market for maintenance and repair services through workshop concepts . 
7. MARKET DEFINITION AND COMPETITIVE ASSESSM ENT CONCERNING THE 
PARTIES ’ ACTIVITIES IN (UPSTREAM ) AMT  CONTROLLERS AND (DOWNSTREAM ) 
AMT  GEARBOXES  
7.1. Market definition  
7.1.1. Product market definition 
7.1.1.1. AMT systems (gearboxes)  
(A) The Commission ’s decisional practice 
(118)  In previous cases, in which the Commission defined the relevant product 
market for transmission systems,166 the Commission distinguished between 
                                                 
163  Notifying Party’s reply  to question 12 of RFI 16 post -notification of 14 January 2020.  
164  Notifying Party’s reply to question 13 of RFI 16 post -notification of 14 January 2020.  
165  According to ZF, the information that is usually shared in the meetings of the supervisory board 
(Beiratssitzungen), i.e. the only body in which employees of the parent companies have access to 
information of Alltrucks, relates typically to Alltrucks sales generated from the service fee, number of 
acquired/lost workshops, roll out to new countries, cooperations, personnel/staff, etc. Accordingly, 
Alltrucks does not receive competitively sensitive data from Knorr -Bremse that could be passed on to 
Wabco via ZF’s staff in the corporate bodies of Alltrucks ZF also notes that its subsidiary TRW partly 
competes with Bosch and Knorr -Bremse in steering technology. As a result, there are already strict 
antitrust compliance rules in place in the Alltrucks joint venture.  
166  Case No COMP/M.5518 –  Fiat/Chrysler; Case No COMP/M.2066 – Dana/Getrag; and Case No 
IV/M.1368  – Ford/ZF.  
 
30 automatic and manual transmissions and, within each market, between 
transmissions for LCV/PV and for MHC V.  
(119)  The Commission left open whether a further sub -segmentation between types 
of transmission systems beyond manual and automatic transmission systems 
would be warranted.167 
(B) The Notifying Party’ s view  
(120)  The Notifying Party agrees with the market definition ret ained in the 
Commission ’s decisional practice  with regard to a distinction between 
automatic and manual transmission systems.168 The Notifying Party further 
argues that four main types of transmission systems (or gearboxes) should be 
distinguished:169 (i) m anual transmission, (ii) automated manual t ransmission 
(previously defined as AMT  systems), (iii)  automatic transmission, and 
(iv) electric transmission . Moreover, the Notifying Party notes that , in the 
EEA, AMT  is the predominant technology (with a 75 % saturation ). AMT 
systems combine the advantages of manual transmissions (high efficiency and 
low weight) with a more comfortable gear shifting from the perspective of the 
driver.170 
(C) The Commission ’s assessment  
(121)  With regard to the  distinction between automatic  and manual transmission, the 
majority of both competitors and customers consider that automatic and 
manual transmissions should not be considered interchangeable .171 The 
distinctive characteristics mentioned were the differences between  powertrain 
architect ure, the components required for one technology or the other, the 
differences in prices or market customs traditions, etc.  which indicate that the 
different types of  transmission system s are not substitutable for another.172 
(122)  With regard to a further sub- segm entation of this market, between (i)  manual 
transmission  (“MT systems” ), (ii) automated manual transmission  (“AMT 
systems” ), (iii) automatic transmission, and (iv) electric transmission, the 
majority of customers and competitors  considers these technologies to be  
distinct.173 One customer explains that the “ markets of manual transmission, 
automated manual transmission, automatic transmission and electric 
transmission are different. Manual transmission is an old product, used in 
developing mar kets considering the cost and simplicity. Automated manual 
transmission is  [a] separate product, relative simply operation (two pedal 
operation). Simply to drive. Automatic transmission is power shift 
                                                 
167  Case No COMP/M.5518 – Fiat/Chrysler, paragraph 18.  
168  Form CO, paragraph 140.  
169  Transmission systems (or gearboxes) are used to provide the speed and torque conversions required to 
change the ratio between engine revolutions per minute and a vehicle’s wheel revolution per minute.  
170  Form CO, Annex 6.1- (2), ECA Report AMT controller, page 10.  
171  Replies to questions 8 and 8.1 of Questionnaire to Customers and Questionnaire to Competitors.  
172  Replies to question 8.1 of Questionnaire to Custome rs and Questionnaire to Competitors.  
173  Replies to questions 9 and 9.1 of Questionnaire to Customers and Questionnaire to Competitors. For the 
purposes of this Decision, references to “transmission systems” or “gearboxes” refer collectively to 
(i) manual t ransmission, (ii)  automated manual transmission, (iii)  automatic transmission, and 
(iv) electric transmission.  
 
31 transmission, used in specific high duty cycle operation. Mainly used in refuse 
trucks and buses. Electric transmission is new product and market is still 
under developing.”  A competitor adds that the “[t]ransmission for electric 
powertrains will have a complete new structure (e.g., strong integration with 
e-machine, less gears, different speed/torque” . These statements show that 
from a supply side perspective these technologies differ  sufficiently  from each 
other to an extent that they cannot be considered as part of the same market.  
(123)  With regard to demand side  substitutability, Knorr -Bremse explained that there 
is “no meaningful demand- side substitutability between AMT, on the one hand, 
and manual or  […] automatic transmission technology, on the other hand. 
Manual transmissions are significantly less expensive than AMT  [systems]. 
However, AMT  [systems] are more fuel efficient and, more generally, have 
lower total cost of ownership. […] automatic transmissions, on the other hand, 
are significantly more expensive than AMT  [systems], and only used in niche 
applicat ions such as in very heavy duty vehicles which drive at low speed and 
accelerate very slowly (e.g., pushback tractors for airplanes). ”174 
(124)  On the basis  of the above distinctions , the only relevant vertical link is between 
the AMT controller (of Wabco) and the  AMT system s (of ZF)  as other 
technologies (manual, automatic and electric vehicles) do not require an AMT 
controller for their transmission systems. This is due to the fact that the AMT 
controller is an addition to the AMT systems, whereas it is not required for the 
other technologies.  
(125)  To conclude, f or the purposes of this D ecision, the Commission considers that 
the relevant downstream market is the market for AMT systems for trucks and 
buses (as there is no transmission system in a trailer, the Parti es activities do 
not overlap in that segment) encompassing  OEM/OES sales. 
7.1.1.2. AMT controllers  
(126)  Transmission actuation controller s or “AMT controller s” automate the 
transmission and therefore constitutes an input to AMT systems, as opposed to 
other transmission  systems such as manual, automatic or electric that do not 
require an AMT controller . 
(A) The Commission ’s decisional practice 
(127)  In previous decisions, the  Commission considered a market for transmission 
control units and left open a potential further distinctio n according to the type 
of transmission.175  
(B) The Notifying Party’ s view  
(128)  The Notifying Party considers that AMT controllers constitute one relevant 
product market, independent of the type of controller system.176 AMT 
                                                 
174  Replies to question 8.1 of Questionnaire to Competitors.  
175  Case No COMP/M.4878 – Continental/Siemens VDO, paragraph 13; Case No COMP/M.5294 –  
Schaeffler/Continental, paragraphs 32 et seq.  
176  Form CO, paragraphs 126 -135. 
 
32 controllers are customised products for AMT systems. Broadly speaking, the 
AMT controller system automates the transmission.177 
(129)  In a first submission, the Parties suggested a sub -segmentation between 
integrated AMT controllers (“I- AMT”) and modular -AMTs (“M- AMT”). The 
Notifying Party amended this suggested sub -segmentation afterwards into 
three possible types of AMT controllers: (i) modular add- on (ii)  modular and 
(iii) non-modular.  
(a) Modular add- on AMT controllers  are added on AMT systems and are 
produced as manual transmissions but turned into an AMT systems by 
adding the modular add -on controller system.  
(b) Modular AMT controllers  are designed to be integrated with the 
transmission, which is built as an AMT system.178  
(c) Non-modular AMT controllers  are designed to be integrated with the 
transmission, which is built as an AMT system. Contrary to the modular 
AMT controllers, they are built as one piece.179 
(130)  The Notifying Party explains that i n the EEA , modular and non- modular 
controllers are predominant compared to modular add- on controllers. The 
former are custom -made developmen ts for a specific transmission, they all 
have similar technical characteristics and are used for the same purpose.180 
(131)  Regarding the price levels of AMT  controller s, the Parties subm it that price 
levels as such are not informative because the specifications that determine the 
costs of the AMT  controllers  differ between the OEMs. This is mainly due to 
the bespoke nature of AMT controllers and the diversity of ways one OEM to 
the next d ecides to source or manufacture AMT controllers.  
(C) The Commission ’s assessment  
(132)  The Commission takes note that AMT controllers are highly customised to fit 
specific AMT systems. The choice for one type of controller (modular, non-
modular or add- on) or its supplier is mainly driven by the customer ’s needs 
and specifications.181 AMT controller s are adapted to the specific transmission 
system the customer has developed (or sourced).  
(133)  From a supply- side perspective, manufacturers are able to supply different 
types of  technologies. For instance, Wabco supplies […] with a non- modular 
                                                 
177  Form CO, Annex 6.1- (2), ECA Report AMT controller, page 10.  
178  For ZF’s TraXon AMT systems, ZF sources […]  out of […]  modules of the AMT controller system 
from Knorr -Bremse. This corresponds to the integrated AMT controllers (or I -AMT).  
179  ZF sourced a non -modular AMT controller system from [supply source]  for its AS Tronic AM -
Transmission, the predecessor to the TraXon. This corresponds to the integrated AMT controllers (or I -
AMT).  
180  Nevertheless, the Notifying Party provided market shares for every plausible segment.  
181  For instance, Ford Otosan procured its AMT controllers system in 2016 in a tender where at least […] , 
[…] and Wabco competed. Wabco won the tender and develo ped an integrated AMT controller system. 
This shows that the exact solution of the type of AMT controller or how it will be developed with the 
customers’ technology, is not so rigid.  
 
33 AMT controller and […] with an add- on AMT controller. The supplier will 
focus on the type of technology that the customer is requesting in the tender. 
(134)  In the EEA, the different types of controller technologies can be found 
depending on the customer ’s choice. [Third party interest] and [third party 
interest]  use a modular add- on AMT controller to fit their in -house 
transmission system, while [third party interest] uses a non -modular integrate d 
AMT controller. ZF, which buys AMT controllers to be integrated in its AMT 
systems has been sourcing different types of AMT controller systems 
depending on its gearbox generation. Ultimately, as described by Knorr -
Bremse: “[b] oth Wabco and Knorr -Bremse w ould be able to develop all types 
of AMT controllers. However, it is the customer, who determines what type of 
AMT controller he wants to use for his transmission system .”182 
(135)  Once a tender is awarded, the supply is rarely split between two suppliers and 
the controller supplier will remain  the same until the end of the lifetime of that 
generation of gearbox (switching is difficult once the gearbox and controller 
have been designed). As such, a change of type of AMT controller system, as 
well as its supplier will occur only through tenders , in the course of the next 
transmission system generation . 
(136)  Overall, the market investigation results do not point to a further sub -
segmentation of the AMT controller technologies. Respondents explained that 
there is supply- side substitutability between the technologies insofar as 
manufacturers adjust and customise their product to the customer ’s 
transmission system. The proposed sub -segmentation was also not known to 
all respondents, which  sometimes classify these technologies differently, 
without there being a type of segmentation that emerged as an alternative.183 
(137)  Considering the strong supply- side substitutability for this product, the 
Commission considers the different types of technologies should not be 
analysed separately of  each other.  
(138)  For the purposes of this Decision, therefore, the Commission considers that  the 
relevant product  market is that of AMT controllers regardless of the precise 
technology used. 
7.1.1.3. OEM/OES and IAM  
(139)  In previous cases, the Commission considered that the re are separate product 
markets for components (i)  supplied to OEM and original equipment suppliers 
(“OES”) on the one hand and (ii)  those sold on the independent aftermarket 
(“IAM”).184  
                                                 
182  Replies to questions 4 and 4.1 of Questionnaire to Competitors.  
183  Replies to questions 4 and 4.1 of Questionnaire to Competitors and Customers.  
184  Case No IV/M.337 – Knorr- Bremse/Allied Signal; Case No IV/M.1342 – Knorr -Bremse/Robert Bosch, 
paragraph 12; Case No COMP/M.7420 –  ZF/TRW, paragraph 10; Case No COMP/M.4456 –  
Mahle/Dana EPG, paragraph 10; Case No COMP/M.5799 –  Faurecia/Plastal, paragraph 7; Case No 
COMP/M.6714 – U-Shin/Valeo CAM, paragraph 7.  
 
34 (140)  The Notifying Party agrees with the market definition retained in the 
Commission ’s previous decisional practice in general .185 However, in relation 
to AMT controllers , the Notifying Party considers that no distinction should be 
made between OEM/OES and IAM sales since there are no separate sales to 
the IAM channel.186 This is mainly because an AMT controller rarely needs to 
be replaced in its entirety if it fails. It can generally be fixed using repair 
kits/repair components. Therefore, a volume figures for the IAM for AMT 
controllers is not relevant.187 
(141)  The Notifying Party’ s view was supported by the results of the market 
investigation, in which, the vast majority of respondents to this market 
investigation considered that in respect of AMT systems and AMT controllers, 
no separate IAM market should be defined. Some r espondents to t he market 
investigation explained that, in their view, there is no aftermarket for 
transmission systems. OEMs may sell a few add -on parts for AMT gearboxes, 
but overall adding an IAM segment to the OEM/OES segment does not seem 
relevant.188 
(142)  In light of the market investigation, the Commission therefore concludes that 
no distinction should be made between OEM/OES and IAM in respect of 
AMT systems and AMT controllers.  
7.1.2. Geographic market  definition  
7.1.2.1. AMT systems  
(A) The Commission ’s decisional practice 
(143)  In previous ca ses, the Commission defined the relevant product market for 
transmission systems as at least EEA -wide, if not global .189 This is in line with 
the constant position taken by the Commission concerning automotive systems 
and components , as players have world wide operations but customers ’ 
production sites are mainly located in the EEA .190 
(B) The Notifying Party’ s view  
(144)  The Notifying Party agrees with the market definition retained in the 
Commission ’s previous decisional practice.191  
                                                 
185  Form CO, paragraph 85.  
186  Form CO, footnotes 47 and 48.  
187  Reply to RFI 19, paragraph 5.  
188  Replies to questions 6 and 6.1 of Questionnaire to Customers and replies to questions 6 and 6.1 of 
Questionnaire to Competitors.  
189  Case No COMP/M.5518 – Fiat/Chrysler; Case No COMP/M.2603 – ZF Friedrichshafen/Mannesmann 
Sachs; Case No COMP/M.2066 – Dana/Getrag; and Case No IV/M.136 8 – Ford/ZF.  
190  Case No COMP/M.7420 – ZF/TRW, paragraphs 47 -50; Case No IV/M.1368 – Ford/ZF, paragraph 13; 
Case No COMP/M.2603 – ZF Friedrichshafen/Mannesmann Sachs, paragraph 20.  
191  Form CO, paragraph 140.  
 
35 (C) The Commission ’s assessment  
(145)  Both the majority of customers and competitors that responded to the market 
investigation consider the AMT systems market to be worldwide in scope.192 
Respondents  also consider that AMT systems purchased outside the EEA can 
be sold and integrated in the EEA.193 A co mpetitor replied “ Global market 
penetration – OEMs source globally and most gearbox suppliers have a global 
footprint ”. Certification, regulatory requirements and the types of technologies  
were considered homogeneous both on an EEA -level  and globally .194 
(146)  The Commission agrees that AMT controllers can be shipped over long-
distances. Wabco ’s AMT controller for […] and […] in North America are 
produced in the EEA and shipped either as AMT controllers or as part of the 
AMT systems. Likewise, the Knorr -Bremse/Bosch Japan AMT controllers are 
sold to Fuso in Japan, who implements it in their AMT systems and then ships 
it to Daimler in Europe. […].195 
(147)  Customers nevertheless report some slight differences in the competitive 
landscape and prices between  the EEA and the re st of the world.196 For 
instance, a customer considers the geographic market for AMT systems to be 
wider than the EEA but not completely global as it defines the market as 
“mainly in Europe, NA, SA, and Japan” . Another explains  that there are “ [f]ew 
players on the global markets but flexible to adapt/customise their off -the-shelf 
solutions for specific markets/customers.”197 The fact that  certain market 
players that "focus" on a certain regions reinforces the view that while this 
market appears wider than the E EA, it does not appear to be  fully global. For a 
complete overview of which supplier focuses on which region, reference is 
made to Section 7.2.1.  
(148)  For instance,  Eaton  (an AMT systems supplier that will be further introduced 
in Section 7.2.1.2(B) ) has a stronger presence in North America, while ZF has 
a stronger presence in the EEA . The Commission’ s view is that  this should not 
necessarily be analysed as amounting to barriers to entry between regions or as 
reflecting different market characteristics. Suppliers consider that  they can 
supply more than one region.198 This appears to be  mostly due to strategic 
choices from AMT systems manufacturers that focus mainly on certain 
markets and that could enter other regions rather easily (see Section 7.2.1 for a 
more detailed analysis on each supplier and their general focus).  
(149)  For the purposes of this Decision, the Commission considers that the question 
of the exact geographic market definition can be left open between worldwide 
and at least  EEA -wide , as t he Transaction does not give rise to serious doubts 
                                                 
192  Replies to questions 11 and 11.1 of Questionna ire to Customers and Questionnaire to Competitors.  
193  Replies to questions 14 and 14.1 of Questionnaire to Customers and Questionnaire to Competitors.  
194  Replies to questions 20 and 20.1 of Questionnaire to Customers.  
195  Form CO, Annex 6.1- (2), ECA Report AMT controller, page 22.  
196  Replies to questions 20 and 20.1 of Questionnaire to Customers.  
197  Replies to question 20.1 of Questionnaire to Customers.  
198  Replies to question 11.1 of Questionnaire to Competitors; see also, Non -confidential minutes of a 
conference call with Eaton: “ Eaton itself is already active also outside North America, throughout the 
world .” 
 
36 as to its compatibility with the internal market and the functioning of the EEA 
Agreement under either geographic  market definition . 
7.1.2.2. AMT controllers  
(A) The Commission ’s decisional practice 
(150)  In previous cases,  the Commission defined the relevant product market for 
components of transmission systems as at least EEA -wide, if not global.199  
(B) The Notifying Party’ s view  
(151)  The Notifying Party agrees with the market definition retained in the 
Commission ’s previous decisional practice.200 The Notifying Party emphasises  
the global footprint of this market. AMT controller systems can be shipped 
over long- distances.201 
(C) The Commission ’s assessment  
(152)  Similarly , to the AMT systems market, the AMT controller market is generally 
considered by respondents to the market investigation (both customers and 
competitors)  as being global in scope .202 
(153)  Customers nevertheless report some slight differences in the certification / 
regulatory requirements and types of technology used in the EEA  compared to  
the rest of the world.203 Competitors also observe some differences in the 
competitive landscape in the EEA.204  
(154)  To conclude, f or the purposes of this D ecision, the Commission considers that 
the question of the exact geographic market definition can be left open 
between worldwide and at least  EEA -wide, as the Transaction does not give 
rise to serious doubts as to its compatibility with the internal market and the 
functioning of the EEA Agreement under either geographic  market definition.  
7.2. Competitive assessment   
(155)  The AMT business in the EEA is ch aracterised by a small number of suppliers 
of AMT controllers (Wabco, Knorr -Bremse, Kongsberg) that compete for the 
award of tenders issued by a handful of customers (Volvo, Daimler and ZF , i.e. 
the three AMT system manufacturers in the EEA which  currently  do not 
produce AMT controllers in- house ).  
                                                 
199  Case No COMP/M.5294 – Schaeffler/Continental, paragraph 39.  
200  Form CO, paragraph 136 -138. 
201  Form CO, paragraphs 136 -138: “ WABCO’s AMT controller systems for […]  and […] in North America 
are produced in the EEA and shipped either as AMT controllers systems or integrated into the AM -
Transmission by OEMs. Likewise, the KB (formerly Bosch) Japan AMT controller system is sold to Fuso 
in Japan, who implement it into their AM -Transmission, and the AM -Transmission is then shipped to 
Daimler in Europe for LCV (< 7.5 tons; Fuso Canter Duonic). […] . Finally, Kongsberg, which is 
currently producing its AMT controller systems in Mexico, is considered to ship it s AMT controller 
systems from Mexico to the EEA if it wins an upcoming tender in the EEA .” 
202  Replies to questions 10 and 10.1 of Questionnaire to Customers and Questionnaire to Competitors.  
203  Replies to questions 19 and 19.1 of Questionnaire to Customers . 
204  Replies to questions 16 and 16.1 of Questionnaire to Competitors.  
 
37 (156)  Supply contracts last as long as 10 to 15 years  (in some cases 20 years) . Once 
an AMT controller  contract  is awarded to a supplier, the customer will almost 
never change the  supplier of the AMT controller  for the  particular gearbox for 
which it was designed. Competition for that customer will again take place at 
the time when the customer decides to design  the next gearbox generation and 
requires an AMT controller  for that . As such, in the AMT systems and 
controllers space, competition takes place for the market rather than in the 
market.  
(157)  The demand in the EEA for AMT controllers amounted to roughly [500,000-
600,000]  units in 2018 (the exact figure changes depending on the each party’ s 
best estimates of its competi tors activities).205 Given the relatively low volume 
of sales, it is not surprising that only a handful of suppliers are active in the 
market. Moreover, demand in the EEA is not expected to grow significantly in 
the near future.  
(158)  However, demand for AMT cont rollers (and AMT systems in general), is 
expected to grow significantly in other parts of the world, in particular in Asia. 
In general, volumes of transmission systems sold in the EEA are much smaller 
than in Asia or the Americas. This in turn is a direct consequence of the 
number of trucks sold, i.e. the size of the MHCV market.  
(159)  AMT systems and thus AMT controllers are the most prevalent technology 
used in the EEA ( around [70-80]% of MHCVs use AMT systems versus 
[30-40]% in North America and [0 -5]% in China ).206 However,  other parts of 
the world such as Asia  and the Americas are now  starting to move from 
manual transmission to AMT  systems. There are significant growth prospects 
for AMT controllers in the Asian market which is expected to be worth upward 
of EUR [400-500] million and shares of AMT systems in MHCV in China are 
expected to increase from [0 -5]% in 2018 to [10 -20]% in 2023.207  
(160)  In total, the number of transmission systems sold in the EEA in 2018 was 
[500,000- 600,000]  units (including internal prod uction). Roughly [300,000-
400,000]  of these were AMT systems needing AMT controllers. Globally, the 
number of transmission systems sold was around [3 -4] million of which only 
around [700,000- 800,000]  were AMT systems (representing approximatively  
[20-30]%). Growth potential in other parts of the world for AMT systems and 
thus AMT controllers is therefore significant.  In terms of AMT controller 
sales, according to the Parties, roughly [600,000- 700,000]  units were sold 
globally in 2018. Of this, approximative ly [500,000- 600,000]  were sold in the 
                                                 
205  Form CO, tables 38 table 75: This figure fluctuates between approximatively [400,000 -500,000]  and 
[500,000 -600,000]  deepening on the source used by the Parties and based on their bes t estimates; 
Notifying Party’s reply to question 3, RFI 23.  
206  Form CO, Annex 6.1- (2), ECA Report AMT controller, page 11.  
207  Form CO, Annex 6.1 -(2), ECA Report AMT controller, page 12. These estimations are based on the 
trend towards driver comfort (important due to driver shortage), expected emissions regulations, 
efficiency gains and in the future also autonomous driving (higher levels require AMT or automatic 
transmission).  
 
38 EEA. This shows that in the past, demand for AM T controller s and AMT 
systems was largely EEA focused.208 
(161)  Furthermore, competition must be assessed in the context where OEMs  who 
manufacture their own AMT system s but curre ntly purchase AMT controllers 
(Volvo, Daimler), may always move to in- house production of also the 
controllers if more economical. This is indeed what Scania has done in the past 
– it designed an in- house AMT system including the AMT controller. Its […]  
will move to […] AMT system as of […], thereby reducing the addressable 
market for AMT system providers such as ZF or AMT controller providers 
such as Wabco, Knorr -Bremse or Kongsberg further in the EEA. Going 
forward this shows that future demand for third party manufacturers of AMT 
systems and controllers might further decrease.  
(162)  Section 7.2.1 will further introduce the different market players, while 
Section  7.2.2 will describe how the market characteristics interplay with the 
competitive assessment. Section s 7.2.3 and 7.2.4 will assess any risks of input 
and customer foreclosure.  
7.2.1. Market players  
(163)  The suppl iers or customers of AMT systems and controllers have different 
ways of sourc ing AMT systems and components : (i) some manufacturers 
provide  AMT controllers only (Knorr -Bremse, Wabco and Kongsberg), 
(ii) they sell these AMT controllers either to OEMs with in- house production 
of AMT systems (Daimler and Volvo) or (iii) to AMT systems manufacturers 
(ZF, Eaton, FAST) that integrate and sell the entire product to OEMs that do 
not have in -house AMT system production (Paccar, Iveco, etc.). Finally, 
(iv) some OEMs have opted for in- house production of also the AMT 
controller (Scania).  
7.2.1.1. Manufacturers of AMT controllers  
(A) Wabco  
(164)  Wabco  develops tailored AMT controllers to effectively transform a given 
gearbox into an automated manual transmission. Wabco  produces all types of 
AMT controller systems.209 
(165)  Wabco ’s total sales of AMT controller systems were approx imately  EUR 
[amount]  in 2018, nearly all of which (approximately  EUR [amount] ) were in 
the EEA. Wabco ’s customers include ZF and two OEMs: [customer] (EUR 
[amount]  sales in 2018) and [customer] (EUR [amount]  sales in 2018). Sales to 
Daimler and Volvo are limited to the EEA , but [customer] and [customer] then 
re-ship some AMT controller systems (assembled already on the AMT gearbox 
or not) to their facilities in other parts  of the world. 
                                                 
208  Form CO, Annex 6.1- (2), ECA Report AMT controller.  
209  Form CO, paragraphs 120 -121. 
 
39 (B) Knorr -Bremse 
(166)  Knorr -Bremse develops tailored AMT controllers to effectively transform a 
given AMT system  into an automated manual transmission. [Strategic 
information] . 
(167)  In the rest of the world, Knorr -Bremse has used the successful developmen t of 
the [strategic information]  to expand in this segment in Asia notably. Knorr -
Bremse took over the AMT controller activities of Bosch in Japan (2016) and 
has set up a JV with Dongfeng (2018/19) for the Asian market. Since the 
acquisition of the Bosch unit in 2016, Knorr -Bremse also entered into strategic 
alliances with two of the largest truck manufacturers in China, Dongfeng and 
FAW, in order to jointly develop and produce pneumatic AMT controllers. 
(168)  [Amount, sales volume, strategic information] .210 
(169)  Outside of its relationship with […] or its activities in Asia, Knorr -Bremse 
competed against Wabco in previous tenders  but was not suc cessful.211 
(170)  [Strategic information] .  
(C) Kongsberg  
(171)  Kongsberg is a European manufacturer of various MHCV components, 
including AMT controllers. Kongsberg is a relatively new entrant in the AMT 
controller market. It currently supplies  Eaton with integrated AMT controllers  
for Eatons ’ AMT system s sold in the U .S.212 Respondents to the market 
investigation have mentioned Kongsberg as a credible alternative to Wabco.213 
(172)  […]. ZF understands that Kongsberg has developed the “ATrAct” AMT -
system with an integrated clutch actuator for Eaton as AMT systems 
manufacturer.214 
(173)  Kongsberg has, however also participated in request for quotes  processes i n the 
EEA.  […].215 
(174)  Kongsberg explained that it “ competes both with Wabco and Knorr -Bremse in 
Asia, Europe and the USA. In general, the relevant market players are aware 
of Kongsberg’ s abilities and know -how and thus Kongsberg assumes that it 
would be shortlisted in all future tenders for AMT controllers.”216 
(175)  Therefore, Kongsberg is considered a credible player both in the EEA and 
worldwide.  
                                                 
210  Form CO, tables 41 and 89.  
211  Form CO, Annex 6.1- (2), ECA Report AMT controller, page 19.  
212  Non-confidential minutes of a conference call with Kongsberg, paragraph 13.  
213  Replies to questions 21.2 and 22 of Questionnaire to Customers.  
214  [Strategic information]  
215  Notifying Party’s reply to RFI 10 and “Additional input following the technical meeting”, submitted by 
the Parties on 14 January 2020: [strategic information and supply source] . 
216  Non-confidential minutes of a conference call wi th Kongsberg, paragraph 6.  
 
40 (D) Others  
(176)  The respondents to the market investigation provided names of additional 
suppliers for AMT controllers, such as MSM, EFI, Bosh or ETO.  
(177)  While it cannot be excluded that such market players provide AMT controllers 
in the longer term , it should be noted that these companies focus mostly on 
certain modules or components of the AMT controller rather than being a 
source for a full controller.217 
7.2.1.2. Customers of AMT controllers : tier-1 customers  
(A) ZF 
(178)  ZF produces AMT systems for MHCV above 6 tons . It sources various sub -
components, including the AMT controller. ZF is the only t ier-1 manufacturer 
of AMT systems in the EEA. It sells AMT systems mainly to [customers] . 
(179)  In the EEA, ZF offers  two AMT systems:  its current generation TraXon  AMT , 
and its legacy AMT system A S Tronic. For buses, ZF additionally offers a  
manual transmission system,  Ecoshift as well as an  automatic transmission 
system,  Ecolite.  
(180)  ZF sources its AMT controller s for A S Tronic  from Wabco and for TraXon 
from  […]. AS Tronic is being phased out , any future sales will effectively be 
legacy sales.218 TraXon volumes on the other hand are increasing. 
(181)  [Strategic information] . 
(B) Eaton  
(182)  Eaton manufactures AMT systems, using Kongsberg ’s AMT controllers. Eaton 
has traditionally  focused on the U.S. market for this business activity. Eaton 
notably supplies PACCAR in the U .S. but is also active outside of North 
America.219 
(183)  It should be noted that before selecting Kongsberg as its controller supplier, 
“Eaton compared several potential suppliers, including WABCO .” However, 
and this is also why Eaton has “ a neutral view of the Transaction”  is that “ it 
believes the market will still evolve and that Wabco’ s products will not be for 
long a leading product in the transmission system market .”220 
(184)  Eaton is  well placed to supply customers such as DAF or Iveco in the EEA 
with AMT systems (in competition with ZF). DAF  is a subsidiary of PA CCAR 
                                                 
217  Annex 6.1- (2), ECA Report AMT controller, page 12.  
218  Form CO, paragraph 115: ZF currently still produces the predecessors of the TraXon and the 
PowerLine, the AM -Transmissions of the AS Tronic Series, AS Tronic lite, AS Troni c mid and AS 
Tronic. These are not offered for new projects as they are being currently phased out with end of 
production in the EEA [strategic information]  for the AS Tronic mid and AS Tronic light, and [strategic 
information]  for the AS Tronic.  
219  Non-confidential minutes of a conference call with Eaton, paragraph 2.  
220  Non-confidential minutes of a conference call with Eaton, paragraphs 3, 6 and 11.  
 
41 (Eaton  being the main supplier to PACCAR ). As regards Iveco, Eaton used to 
supply Iveco with a transmission system .221 
(185)  Furthermore, i n 2019, Eaton participated in a tender issued by Traton for 
MHCV AMT systems  worldwide (other participants being  ZF and Allison ). ZF 
won this tender for Europe with its Powerline A MT transmission, and Eaton 
won parts of the tender for manual transmissions and AMT in South 
America.222 As for the EEA, Eaton explained it “ believes the next tenders it 
could participate in in Europe will take place around 2025- 2026.”223 
Moreover, Eaton has publicly recognised its interest to enter the EEA 
market.224 
(186)  Customers which  responded to the market investigation  consider Eaton a 
credible competitor of ZF both in the EEA and worldwide. They expect Eaton 
to become an active supplier in the EEA in the foreseeable future.225 
(C) FAST  
(187)  Shanxii Fast Gear  (“FAST” ) is a producer of AMT systems in China . FAST is  
not yet active in the EEA. Moreover, FAST provides mechanical parts and 
application software for AMT systems.  
(188)  [Strategic information] .226 [Strategic information] .227  
(189)  According to the Parties, [strategic information]  there has not been direct 
competition between ZF and FAST with respect to AMT systems in the last 
three years  within or ou tside the EEA .228 However, in future, it cannot be 
excluded that ZF ’s AMT system and FAST ’s AMT system compete against 
each other, at least  in China. 
(D) Allison  
(190)  Some respondents to the market investigation229 also mentioned Alli son as a 
potential supplier of AMT systems/a custo mer of AMT controllers. For 
instance, one customer mentioned that if “ ZF were to disappear, Allison could 
be an alternative supplier but it is not a big player in Europe .” The customer 
estimated that 5 -6 years would be necessary to do the integration of Al lison ’s 
                                                 
221  Form CO, paragraph 153.  
222  Form CO, paragraph 153.  
223  Non-confidential minutes of a conference call with Eaton, paragraph 9.  
224  See website accessed on 21.01.2020 at 18:25: http://transportoperator.co.uk/2018/10/04/latest -
transmission -technology -launched -iaa/: “For decades, European truck manufacturers have been faced 
with a choice of using ZF transmissions or developing their own gearboxes for heavy trucks. But now 
Eaton, one -time maker of the legendary Twin -Splitter, has launched itself back into Eu rope’s heavy 
truck market ." and " Eaton claims that on a like -for-like basis, Endurant is 47 kg lighter than the rival 
ZF TraXon currently used by DAF and MAN in Europe, and says that Scania and MAN parent company 
Traton is expressing interest in it for the  European market .” 
225  Replies to questions 14.1, 21.1, 21.2, 28.1, 28.2 and 31.1 of Questionnaire to Customers.  
226  Notifying Party’s reply to RFI 15, paragraph 5: “ [strategic information] ”. 
227  Replies to question 1 of Questionnaire to Customers.  
228  Notifyi ng Party’s reply to question 1 of RFI 15 of 10 January 2020.  
229  Replies to questions 21.2 and 28 of Questionnaire to Customers.  
 
42 product in theirs.230 Allison has already won cer tain tenders outside of the 
EEA, but for automatic transmission systems and not AMT systems.  In 2019, 
it participated in a tender issued by Traton for MHCV AMT systems 
worldwide against ZF and Eaton.231 
7.2.1.3. Customers of AMT controllers: OEM  customers 
(A) Daimler  
(191)  Daimler is one of the largest  truck OEM s worldwide. Daimler has internalised 
the manufacturing of transmission systems . However, to date, it has not 
manufactured the AMT controller  in-house but sources it from [strategic 
information] . The supply agreement between Daimler and [strategic 
information]  runs until [strategic information] . Daimler may, if it moves to a 
new generation of gearboxes, organise a tender to source AMT controllers 
around tha t time.232 
(B) Volvo 
(192)  Similarly, Volvo (including Renault Truck) has internalised the manufacturing 
of transmission systems but has not, to date, manufactured the AMT controller 
in-house.  Volvo sources the AMT controllers from Wabco. Its contract with 
[strategic information]  for its current gearbox generation comes to an end in 
[strategic information] . 
(C) OEM customers in other parts of the world 
(193)  Whilst Volvo and Daimler are the only OEM customer s in the EEA  purchasing 
AMT controllers, other OEMs in other parts of th e world are equally potential 
customers.  
(194)  Other companies mainly active in Russia, Turkey and Central / Eastern Europe 
are Kamaz, GAZ, MAZ, Tata, Ford Otosan, Sisu and Ginaf. With the 
exception of Ford Otosan, all the others have links in one form or other to one 
of the five Western Europe -based truck builders in the form of technology 
transfer agreements, component supplies or joint ventures .233 
                                                 
230  Non-confidential minutes of a conference call with Iveco (CNHI), paragraph 16.  
231  Form CO, paragraph 153.  
232  Form CO, paragra ph 43: “ Daimler always benchmarks outside sourcing options against in -house 
production ”; supplemented by the “Additional input following the technical meeting”, submitted by the 
Parties on 14 January 2020.  
233  Form CO, paragraph 69.  
 
43 7.2.1.4. Customers of AMT controllers: OEMs with in -house capabilities also for AMT 
controllers   
(A) Scania  
(195)  Scania is part of the Traton SE group (formerly called “Volkswagen Truck & 
Bus”) and produces  LVCs  and MHCVs . Scania has developed in-house 
capabilities for AMT systems, including AMT controllers .234  
(196)  While certain OEMs, s uch as Daimler or Volvo have internalised t he 
manufacturing of AMT systems, Scania went further by producing in- house 
the controller as well.  
(197)  Traton  explains that “ [t]he decision to ‘make ’ a component instead of ‘ buying ’ 
is a strategic decision, even more for AMT systems, which are the most 
important and expensive component of a truck. The underlying elements 
informing such a decision include (i)  cost savings due to synergies and scale 
effects in the sourcing of materials, which would reflect in the overall price of 
trucks, (ii)  the fact that in -house manufacturing secures employment of the 
current employees, and (iii)  higher predictability and reliability when sourcing 
is made in- house instead of external suppliers. ”235 
(B) MAN  
(198)  MAN, Scania’ s sister company within the T raton  group, was, until recently, a 
customer for AMT systems ( […]). However, MAN is moving supply by 
Scania. [Strategic information] .236 
7.2.2. Market shares 
7.2.2.1. Competition for the market  
(199)  One of the main characteristics of the AMT controller  market is the fact that 
tenders occur rarely . Contracts are long- term (up to 20 years)  and the number 
of customers issuing tenders is limited , with  three main customers (Daimler, 
Volvo and ZF) that could issue new tenders in the EEA. Globally , the 
custome r base is slightly larger with Eaton and FAST  (see Section 7.2.1.2) . 
(200)  Given the bespoke nature of the AMT controller s, customers do not generally 
multi- source.  As explained by Knorr -Bremse during the market investigation, 
“AMT controllers are always develop ed for specific customer applications”  
and “[c]onsidering a new AMT controller technology makes only sense when 
an OEM rolls out a new MHCV platform with a new transmission” .237 Since 
the controller is specifically designed (or at least adapted) for a specif ic 
transmission system, changing the supplier of the controller for an existing 
transmission system is a lengthy and costly process. AMT system 
manufacturers generally look for new controller suppliers only at the time 
when they are launching the design of  a new transmission system generation. 
                                                 
234  Form CO, paragraph 14 8. 
235  Non-confidential minutes of a conference call with a competitor on 13 January 2020.  
236  Form CO, paragraph 148.  
237  Questions 3 and 4 of Questionnaire to Competitors.  
 
44 Responses to the market investigation confirmed that this is the way the market 
works.238 
(201)  With regard to future tenders, competitors of AMT controllers are not aware of 
any future tenders for AMT controllers in the EEA (either on- going  or in the 
next 10 years )239 and, as regard s customers, only Volvo explained that it has  
concrete plans to issue a tender for AMT contro llers in the EEA in the next 
10 years, while keeping the exa ct date confidential .240  
(202)  Overall, the market investigation showed that there would be a very limited 
number of tenders in the next 10 years in the EEA. 
(203)  Therefore, the market for controllers is characterised by competition for the 
market. C ompetition occurs rarely, only at the time of a new tender.  
7.2.2.2. Merchant markets versus internal sales  
(204)  The Notifying Party argues that only taking into account the merchant market 
without captive sales of OEMs does not reflect the actual market situation , in 
particular in res pect of AMT systems.  
(205)  Many OEMs (Daimler, Volvo and Traton) produce AMT systems in -house. 
They account for the largest part of the AMT systems activity . Daimler, Volvo 
and Traton together, represent [60- 70]% of the demand. Moreover, once MAN 
has fully swit ched its sourcing from its sister company Scania, the customer 
base ZF actually represent will further shrink .241 Moreover, OEMs have been 
internalising production as a response to market changes but sometimes 
continue issuing requests for quotes on the market, if only to increase pressure 
on their own internal line of production. For instance, [strategic 
information ].242 
(206)  The Commission considers that indeed merchant suppliers such as ZF are 
competitively constrained by OEM captive production for AMT systems. This 
is illustrated by  […].243 
7.2.2.3. Relevant markets under which the competitive assessment will be conducted  
(207)  With rega rd to the potential product markets discussed in Section 7.1 that 
could be defined either at EEA level  or at worldwide level, the Commission 
takes the view that the analysis of each geographic market contains  similar 
elements.  
(208)  The analysis will be conducted at the EEA level as, due to the smaller number 
of market players, an alternative source of supplier s or customer base would be 
harder to find in case of foreclosu re attempt. The analysis will also focus on  a 
                                                 
238  Replies to questions 4, 5, 20 and 20.1 of Questionnaire to Competitors.  
239  Replies  to questions 20 and 20.1 of Questionnaire to Competitors.  
240  Replies to questions 24 and 24.1 of Questionnaire to Customers.  
241  Form CO, table 75 and paragraphs (187) -(190) . 
242  “Additional input following the technical meeting”, submitted on 14 January 2020 and [strategic 
information] .  
243  Form CO, paragraph 132.  
 
45 worldwide definition of the market . However, insofar as the additional market 
players at worldwide level are also potential entrants in the EEA market, the 
Commission takes the view that the two analysis can be conducted together.  
(209)  To analyse differences that may occur, e.g. lower share at worldwide level but 
higher number of market players that could be foreclosed, the analysis will 
cover the two scenario (worldwide and EEA -wide).  
(210)  This is further reinforced by t he fact that respondents to the market 
investigation did not consider to be high barriers to entry in the EEA. Indeed, if 
AMT controllers or AMT systems are manufactured outside the EEA, they can 
nevertheless be sold in the EEA.244 Reference is made to Secti on 7.1.2. 
7.2.2.4. Market shares in the context of competition for the  market  
(211)  The Notifying Party argues that  market shares in the area of AMT  systems  are 
not an appropriate indicator for market power, as they do not reflect the current 
or future competitive situation that is relevant for the assessment of market 
power . 
(212)  According to the Notifying Party, its high level of market share in the 
merchant mar ket for AMT systems must be read in the context of (i)  the fact 
that it won past tenders with [customers]  for AMT systems, which led to long-
term contracts , and (ii) the fact that the large OEMs have decided to build 
AMT systems in -house.  
(213)  The Commission c onsiders  that this is true both for the market for AMT 
systems and for AMT controllers . These markets are characterised by 
competition for the market rather than competition in the market. T he 
infrequent tenders , followed by long- term supply contracts  mean  that upon 
winning one or two contracts, the market shares of a supplier can change 
dramatically. Current market shares are a useful indicator but must be read in 
light of the  market characteri stics.245 
7.2.2.5. Market share tables  
(A) Market shares at worldwide level  
(214)  The market shares at worldwide level, for AMT controllers for MHCV are 
reproduced below . 
  
                                                 
244  Replies to question 13 of Questionnaire to Competitors and Customers.  
245  Form CO, paragraph 179.  
 
46 Table 5: AMT Controllers , worldwide,  2018246 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [0-5]% [amount]  [0-5]% 
Wabco  [amount]  [60-70]% [amount]  [60-70]% 
ZF-Wabco combined  [amount]  [60-70]% [amount]  [60-70]% 
Knorr -Bremse  [amount]  [10-20]% [amount]  [10-20]% 
Kongsberg  [amount]  [0-5]% [amount]  [0-5]% 
Scania (in -house)  [amount]  [10-20]% [amount]  [10-20]% 
Others  [amount]  [5-10]% [amount]  [5-10]% 
Total  [amount]  100%  [amount]  100%  
Source:  Form CO, table 14.  
(215)  The market shares at worldwide level, for AMT systems for MHCV are 
reproduced below . 
Table 6: Automated Manual Transmissions (AMT systems) , worldwide, 2018  
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [20-30]% [amount]  [20-30]% 
Wabco  [amount]  [0-5]% [amount]  [0-5]% 
ZF-Wabco combined  [amount]  [20-30]% [amount]  [20-30]% 
Daimler (in -house)  [amount]  [20-30]% [amount]  [20-30]% 
Volvo (in -house)  [amount]  [20-30]% [amount]  [20-30]% 
VW (in -house)  [amount]  [10-20]% [amount]  [10-20]% 
Others (in -house)  [amount]  [0-5]% [amount]  [0-5]% 
Eaton  [amount]  [5-10]% [amount]  [5-10]% 
Shaanxi Fast Gear Works  [amount]  [0-5]% [amount]  [0-5]% 
Qijiang Gear Transmission  [amount]  [0-5]% [amount]  [0-5]% 
Lvkong Chuandong  [amount]  [0-5]% [amount]  [0-5]% 
Others  [amount]  [0-5]% [amount]  [0-5]% 
Total  [amount]  100%  [amount]  100%  
Source:  Form CO, table 41.  
(B) Market shares at EEA -wide level  
(216)  The market shares at EEA -wide level, for AMT controllers for MHCV  are 
reproduced below . 
Table 7: AMT Controllers , EEA, 2018247 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [0-5]% [amount]  [0-5]% 
Wabco  [amount]  [70-80]% [amount]  [70-80]% 
ZF-Wabco combined  [amount]  [70-80]% [amount]  [70-80]% 
Knorr -Bremse  [amount]  [10-20]% [amount]  [10-20]% 
Kongsberg  [amount]  [0-5]% [amount]  [0-5]% 
Scania (in -house)  [amount]  [10-20]% [amount]  [10-20]% 
Others  [amount]  [0-5]% [amount]  [0-5]% 
Total  [amount]  100%  [amount]  100%  
Source:  Form CO, table 67.  
                                                 
246  Form CO, Tables 14, 15 and 16. Over the past three years , the market shares of the Parties remained 
stable and therefore, only the most recent market shares have been reproduced in the Decision.  
247  Form CO, Tables 67, 68 and 69. Over the past three years , the market shares of the Parties remained 
stable and therefore, only the most recent market shares have been reproduced in the Decision.  
 
47 (217)  The market shares at EEA -wide level, for AMT systems for MHCV are 
reproduced below . 
Table 8: Automated Manual Transmissions (AMT  systems) , EEA, 2018 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [30-40]% [amount]  [30-40]% 
Wabco  [amount]  [0-5]% [amount]  [0-5]% 
ZF-Wabco combined  [amount]  [30-40]% [amount]  [30-40]% 
Volvo (in -house)  [amount]  [20-30]% [amount]  [20-30]% 
VW (in -house)  [amount]  [20-30]% [amount]  [20-30]% 
Daimler (in -house)  [amount]  [20-30]% [amount]  [20-30]% 
Others  [amount]  [0-5]% [amount]  [0-5]% 
Total  [amount]  100%  [amount]  100%  
Source:  Form CO, table 75.  
7.2.3. No input  foreclosure  
(218)  The Commission considers that , post-Transaction , it is unlikely that the 
merged entity would have the ability or incentive  to engage in input 
foreclosure.  
7.2.3.1. Ability  
(219)  The only customers that the merged entity could potentially have the ability to 
foreclose access to Wabco ’s AMT controllers post -Transaction are [customer] , 
[customer]  in the EEA , and [customer]  or [customer]  at global level.  As 
[customer]  and [customer]  could be considered potential entrants in the EEA, 
they will be analysed together in the following developments.  
(220)  The Commission considers that it is unlikely the merged entity would have the 
ability to  foreclose these customers.  
(221)  First, with regard to [cu stomer]  and [customer]  current supply contracts , the 
Notifying Party argues that a unilateral increase of prices by the m erged entity 
could not occur. Wabco is locked into supply contracts with [customer]  and 
[customer]  for the next […]. […].248 […].249 […].  
(222)  Second, the Commission takes the view that , even if […] , any ability to 
attempt unilateral price increases  is not merger specific. Indeed, in a 
contractual relationship where a customer only sources its product from one 
supplier over an almost 20 year peri od and where switching in the course of 
the life of this contract does not in practice happen, such customer is already 
locked in a situation where the supplier could increase prices without 
constraint.  
(223)  Therefore, the ability to increase prices for the ex isting contracts either does 
not exist or should not be regarded as merger specific.  
                                                 
248  According to the Notifying Party (reply to question 1 of RFI 33 ), “[…].” 
249  Form CO, paragraphs 173 -176. For completeness, […].  
 
48 (224)  Third , with regard to the ability to deny supply or increase prices of Wabco ’s 
AMT controllers post -Transaction  in respect of any future tenders , the 
Commission considers this is unlikely to happen since any such attempts 
would be defeated by Wabco’ s competitors constituting an alternative source 
of supply. 
(a) First, [customer]  considers the impact of the Transaction to be neutral. It 
considers Knorr -Bremse and Kongsberg to be  credible alternatives to 
Wabco for the supply of AMT controllers for any future tenders . 
[Customer]  also indicated that , compared to the demand, there are  enough 
suppliers in the EEA to meet such demand. [Customer]  further elabo rated 
that AMT controllers are a “[c]omplex product but nevertheless with a 
green field approach sufficient suppliers could be identified.” Moreover, 
[customer]  does not believe that , post-Transaction , the merged entity would 
reduce its supply to AMT contr ollers.250 
(b) Second, [customer] also considers Knorr -Bremse and Kongsberg as  credible 
alternatives to Wabco for the supply of  AMT controllers for any future 
tenders . [Customer]  also indicated that , compared to the demand, there are 
enough suppliers in the EEA to meet such demand as “[i]t is enough 
because there are 3 suppliers in the market ”. 
(c) Third , other  respondents to the market investigation emphasised that 
Kongsberg and Knorr -Bremse are credible alternatives to Wabco ’s AMT 
controllers. Therefore , any attempt to foreclose input to downstream rivals 
would be defeated by recourse to Kongsberg and Knorr -Bremse. This is 
further illustrated by the fact that, during the last round of tenders, both 
[customer]  and [customer]  had invited Wabco ’s competitors  to tender.  
(225)  Fourth, as described in Section 7.2.1.2(B) , Eaton is active in the supply of 
AMT systems in the U.S., using Kongsberg’ s AMT controllers . If the market 
were to be defined as worldwide or Eaton considered a potential entrant in the 
EEA market, the merged entity would also not have the ability to successfully 
foreclose access to AMT controllers to Eaton as it has a readily available 
alternative.  Going forward, and as already explained in Section 7.2.1.2(B) , 
Eaton will not rely on Wabco for AMT controllers in the future as “ it believes 
the market will still evolve and tha t Wabco’ s products will not be for long a 
leading product in the transmission system market .”251 Therefore, inputs will 
be available for Eaton through Kongsberg, and denying access to Wabco will 
not result in input foreclosure.  
(226)  Fifth , as described in Section 7.2.1.2(C) , FAST has a [strategic information]  
supply contract with […] until […]. In any case, for  any new 
generation/different type of tran smission system, FAST can collaborate with 
[…]. […], FAST can even collaborate with other third parties for a directly 
competing transmission system. Therefore, FAST ’s ability to c ompet e for 
potential future tenders is preserved . 
                                                 
250  Replies to questions 17, 18, 21.2 and 110 of Questionnaire to Competitors.  
251  Non-confidential minutes of a conference call with Eaton, paragraphs 3, 6 and 11.  
 
49 (227)  Sixth , the next tenders in the EEA will not take place earlier than  in at least 
5 years. This is sufficient time to select a new AMT controller supplier should 
the m erged e ntity engage in anti -competitive behaviour.  
(228)  Seventh, […].  
(229)  Therefore, due to the specific set of  facts described  in Section  7.2.3.1, the 
Commission considers that the merged entity will not have the ability to 
engage in input foreclosure post -Transaction.  The only pos sible exception 
would be FAST and will be addressed thereafter. 
7.2.3.2. Incentive s 
(230)  The Notifying Party argues that , post-Transaction , the merged entity will in 
any case not have any incentive s to foreclose access to inputs for future 
contracts .252 
(231)  First, a s regards OEMs, t he Commission considers that ZF has no incentive to 
engage in total or partial foreclosure (stop supply/raise prices) of AMT 
controllers to […] and […] in order to try to force […] and […] to buy ZF ’s 
AMT system.  
(232)  Indeed, t he Commission considers that […] and […] are very unlikely to agree 
to stop manufacturing AMT systems in -house. As such, any attempt at supply 
restrictions or price rises would antagonize  these two large customers and ZF 
would take the risk of harming its overall rela tionship with […] and […] .  
(233)  The Commission notes that both ZF and Wabco have significant business with 
[…] in other product areas .253 On the one hand, ZF’ s overall business with […] 
amounted to EUR [amount]  in 2018. With […], it amounted to [amou nt] in 
2018. On the other hand, Wabco ’s overall business with [customer]  (including 
AMT controllers) amounted to EUR [amount]  in 2018. The AMT controller 
business of Wabco with [customer]  amounted to EUR [amount]  in 2018. 
Compared to the overall business of the combined entity with [customer]  
(i.e. EUR [amount] ), the proportion of the AMT controller business would 
represent approximately […]% . Wabco ’s overall business with [customer]  
(including AMT controllers) amounted to EUR [amount]  in 2018. The AMT 
controller business of Wabco with [customer]  amounted to EUR [amount]  in 
2018. Compared to the overall business of the combined entity with [customer]  
(i.e. [amount] ), the proportion of the AMT controller business would represent 
approximately […]%.254 Therefore, the Commission considers it is very 
unlikely the merged entity would take the risk to antagonise two of its major 
customers.  
(234)  Moreover, […] and […] are currently not active on the open market for AMT 
systems (and are unlikely to become active on this market  in the coming years, 
if at all) . […] and […] are also unlikely to switch to buying ZF ’s AMT 
systems instead of producing those in -house . A foreclosure strategy would thus 
                                                 
252  Form CO, Annex 6.1- (2), E CA Report AMT controller, page 34.  
253  Form CO, Annex 6.1- (2), ECA Report AMT controller, page 34.  
254  Notifying Party’s reply to question 9 of RFI 22.  
 
50 likely not result in any increased downstream sales of AMT systems for Z F. 
Therefore, the incentive of the merged entity in future bids is unlikely to 
change given that a foreclosure strategy would not lead to increased  market 
share downstream.  
(235)  Second, as regards FAST, which is a direct competitor of ZF in particular in 
Asia, given that [strategic information] .  
(236)  However, FAST is part of the WeiChai Group. The WeiChai Group owns 
several heavy duty vehicle manufacturers , including Shaanxi Heavy Duty 
Automobile Co. ZF does not currently supply to [strategic information] . There 
are at least two reasons for this:  
(a) First, TraXon serves the upper end of the market and Shaanxi Heavy Duty 
Automobile Co the lower end. Moreover , Shaanxi Heavy Duty Automobile 
Co has access to its own in -house supply of transmissions by FAST. As a  
result, [strategic information] . 
(b) Second, the business relationship with the WeiChai Group is extremely 
valuable to Wabco, and the merged entity alike , as the WeiChai Group is an 
important customer to Wabco. The WeiChai Group accounts for 
approximately  USD [amount]  business for W abco . Wabco currently 
supplies [customer data]  to the WeiChai Group. [Strategic information] .255 
Therefore, the merged entity would have no incentive to jeopardize this 
important business relationship or to loose WeiChai Group as a customer.  
(237)  Therefore, t he Commission considers that the merged entity will not have the 
incentives to engage in input foreclosure post -Transaction.  
7.2.3.3. Effects on competition  
(238)  In any case,  even a successful input foreclosure strategy would have no effect 
on the merchant market for AMT systems since the OEMs do not sell their 
AMT systems on the market. Even if one were to consider that OEM in -house 
production competes with t ier-1 AMT supplie rs OEM ’s would have alternative 
suppliers such as Eaton.  
(239)  Therefore, there is no ability or incentive to attempt input foreclosure by the 
merged entity. 
7.2.4. No customer foreclosure  
(240)  The Commission considers that , post-Transaction , it is unlikely that th e 
merged entity could foreclose competing AMT controller suppliers from 
access to  a sufficient customer base. 
                                                 
255  Notifying Party’s reply to question 9 of RFI 22.  
 
51 7.2.4.1. Ability  
(241)  Post-Transaction, t he only rivals that the m erged entity could potentially have 
the ability to foreclose access to ZF as a customer for AMT controllers are 
Knorr -Bremse or Kongsberg.  
(A) [Strategic information]  
(242)  [Strategic information] .  
(243)  [Strategic information] .256 
(244)  [Strategic information] .  
(245)  [Strategic information] .  
(246)  [Strategic information] . 
(247)  [Strategic information] .257 
[Strategic information]  
 
Source:  Notifying Party ’s reply to RFI 8,  Confidential Annex 29, slide 8 . 
(248)  [Strategic information] ,258 [strategic information] ,259 [strategic information] .260 
[Strategic information]261 [strategic information] .262 [Strategic information] .263 
(249)  [Strategic information] : 
(a) [Strategic information] .264  
(b) [Strategic information] .265 
(250)  [Strategic information] .266 
[Strategic information]  
 
Source:  M.9383_RFI 8_Confidential Annex 31_2, submitted with RFI 8 , page  4. 
(251)  [Strategic information] .267  
                                                 
256  Form CO, Annex 6.1- (2), ECA Report AMT controller, page 30.  
257  Notifying Party’s reply to RFI 8, Confidential Annex 29, slide 8.  
258  Form CO, paragraph 204: [strategic information] . 
259 Form CO, paragraph 208.  
260 Form CO, paragraph 206.  
261 Form CO, paragraph 205.  
262 Notifying Party’s reply to RFI 8, Confidentia l Annex 30 (2012), Confidential Annex 31_2 (2018).  
263  Notifying Party’s reply to RFI 8, Confidential Annex 29, slide 5 and 8, Confidential Annex 28 (2015), 
slide 31; Confidential Annex 31_2 (2018), slide 4.  
264  Notifying Party’s reply to question 3 of RFI 10 - Annex Q3 -(1). 
265  Notifying Party’s reply to question 2 of RFI 10 of 20 December 2019 and RFI 8 annex 2.  
266 Confidential email response by ZF of 8 January 2020, in addition to the response to RFI 10.  
 
52 (252)  [Strategic information] . 
(253)  [Strategic information].268 
(254)  [Strategic information] . 
(B) [Strategic information]  
(255)  [Strategic information] .  
(256)  [Strategic information] .269 
(B.i) [Strategic information]  
(257)  [Strategic information] .270 [Strategic information] .271 [Strategic information] .  
(258)  [Strategic information] .272 [Strategic information].273 [Strategic 
information] .274 275  
(259)  [Strategic information] exploring all options for an extraordinary termination 
even before [strategic information] . [Strategic information] .276 
(260)  [Strategic information] . 
(B.ii) [Strategic information]  
(261)  [Strategic information] .277 
(262)  [Strategic information] . 
(263)  [Strategic information] : 
(a) [Strategic information] . 
(b) [Strategic information] .278 [Strategic information] . 
(264)  [Strategic information] .279 [Strategic information] .  
                                                                                                                                                   
267  Notifying Party’s reply to question 3 of RFI 10, Confidential Annex Q3 -(06). Internal ZF email dated 
[strategic information]  
268  Notifying Party’s reply to question 2 of RFI 10 of 20 December 2019.  
269 Notifying Party’s reply to RFI 8, Confidential Annex 21_7 : “[strategic information] ”; Confidential 
Annex 21_9: [strategic information].  
270  Form CO, paragraph 189. [Strategic information].  
271  [Strategic information] . 
272 [Strategic information].  
273  [Strategic information] . 
274  [Strategic information] . 
275  [Strategic information].  
276  Notifying Party’s reply to RFI 8, Confidential Annex 21_7.  
277  ZF’s presentation, Machatonics TraXon, 11 September 2018.  
278  Notifying Party’s reply to RFI 10.  
279  Form CO, paragraph 182: the Notifying Party provides a list of upcoming (alrea dy announced) tenders 
in China where for various reasons KB is well placed to participate/win the tender (as the incumbent 
 
 
53 (C) Kongsberg specifically has access to a sufficient customer base 
(265)  As developed in Sections 7.2.1.1(C)  and 7.2.1.2(B)  Kongsberg currently 
supplies  Eaton with integrated AMT controllers  for Eatons ’ AMT systems sold 
in the U.S.280 Eaton ’s interest to enter the EEA is in line with Kongsberg own 
plans, as illustrated by its participation in requests for quotes processes in the 
EEA.  
(266)  Through Eaton, Kongsberg has access to ZF ’s customer base such as 
[customer]  and [customer] . 
(267)  Through other tenders from OEMs that (as described in Section 7.2.4.1(D) 
below ) acquire AMT controllers on a st andalone basis, such as […], […], etc., 
Kongsberg could have its own customer base.  
(268)  Therefore, the Commission considers that Kongsberg will have access to a 
sufficient customer base so that not having access to ZF, in a worst -case 
scenario, would not succe ssfully foreclose its access.  
(D) There are sufficient number of alternative customers for Knorr -Bremse 
and K ongsberg  
(269)  There are sufficient alternatives in the downstream market for AMT systems  to 
whom AMT controller competitors, like Knorr -Bremse, could sell t heir 
products . It should be noted that ZF represents roughly [30 -40]% of the AMT 
systems market in the EEA given its supply contracts with [customer] and 
[customer] . 
(270)  Competitors of Wabco can compete for the tenders for next generation AMT 
controllers for […] and […] if and when those OEMs decide to issue a tender.  
[…] and […] represent together roughly [40 -50]%, almost half of the AMT 
systems market. Moreover, other  OEMs such as […] and […] could soon issue 
tenders for AMT systems.281  
(271)  Moreover, especially after losing some volumes from […], the merged entity ’s 
purchasing volume for integrated AMT controllers only constitutes a small 
percentage of the total demand.  
                                                                                                                                                   
supplier: (1) [Strategic information] : KB is the incumbent supplier of the AMT controller system to 
FAW and it has development engine ering and production capabilities in Asia. It is expected to be a 
strong bidder in the next tender, together with Wabco and potentially local Chinese bidders. Those local 
Chinese bidders include at least [strategic information]  and [strategic information] . Both companies are 
rapidly growing their sales in recent years, mainly for electric drives for New Energy Vehicles 
(i.e. electric vehicles) in China ( [strategic information] ). Both suppliers have pneumatic AMT controller 
system solutions available for hyb rid applications. They are capable to compete in next tenders for both 
hybrid and pneumatic solutions. (2) [Strategic information] : KB, Wabco and local Chinese bidders are 
expected to compete. (3) [Strategic information] : KB, Wabco and local Chinese bidder s are expected to 
compete.  
280  Non-confidential minutes of a conference call with Kongsberg, paragraph 13.  
281  Form CO, paragraph 181.  
 
54 (272)  Respondents to the market investigation have also noted that there are ot her 
alternatives to ZF, such as Eaton, Daimler, Volvo, Allison or FAST.282 
(273)  Therefore, due to the specific set of facts developed in Section 7.2.3.1, notably 
that (i) [strategic information] , (ii) [strategic information] ; and (iii) other AMT 
controller suppliers have alternative customer base, the Commission considers 
the merged entity will not have the ability to engage in customer  foreclosure 
post-Transaction . 
7.2.4.2. Incentive s 
(274)  The merged entity will not have the incentive to foreclose access to customers 
either for its […] TraXon […]. AMT controllers are bespoke products 
designed for a specific AMT system. Knorr -Bremse’ s EL40 is specifically 
designed for the TraXon system. Swi tching to Wabco would be costly as 
Wabco would need to develop a controller that fits the TraXon system (its 
controller for the A S Tronic is not suitable for the TraXon system). Therefore, 
ZF ha d tried to find a solution with Knorr -Bremse […].  
(275)  [Strategic information] . 
7.2.4.3. Effects on competition  
(276)  Since the next tender is unlikely to take place prior to at least 5 years, suppliers 
have time to find a solution to this issue, if any, and therefore competition in 
unlikely to be affected.  
(277)  As such, it is difficult to  see any significant negative effect on competition 
whether in the market for AMT systems or AMT controllers.  
7.2.5. Conclusion  
(278)  In light of the considerations in this Section 7.2 , the Commission concludes 
that the Transaction does not raise serious doubts as to its compatibility with 
the internal market and the functioning of the EEA agreement with respect to 
the marke ts for AMT systems or AMT controllers.  
8. MARKET DEFINITION AND COMPETITIVE ASSESSM ENT CONCERNING THE 
PARTIES ’ ACTIVITIES IN ADAS  COMPONENTS AND ADAS  SYSTEM INTEGRATION  
8.1. Introduction 
(279)  ADAS encompass a broad range of features technically enabling vehicles to 
assist their drivers. The level of assistance can vary from mere warning 
systems to systems that automatically and actively intervene in the driving 
process (e.g. by emergency braking). It is expected that ADAS technologies 
will develop towards Autonomous Driving (“AD”).   
                                                 
282  Replies to question 22.1 of Questionnaire to Competitors.  
 
55 (280)  The Society of Automotive Engineers ( “SAE ”) distinguishes between different 
stages or levels of truck automation  (applicable to all MHCV) ,283 as illustrated 
below .284  
 
Source: Form CO, paragraph 352. 
(281)  Wabco ’s and ZF ’s activities in the ADAS s phere do not result in any 
horizontal overlap. ZF and Wabco are present at different levels of the supply 
chain in the overall ADAS space, with ZF present upstream through its supply 
of ADAS components  (mainly sensors) ,285 and Wabco  present downstream as 
an integrator of sensors sourced from third parties with its mechanical 
components on MHCVs, such as braking systems  (ADAS system integration ). 
Wabco does not provide such integration services on a standalone basis, but 
only to OEMs which  purchase its braking  systems. That is, Wabco provides its 
customers with a final integrated ADAS solution  encompassing: ADAS system 
integration services, together with all necessary ADAS components (that 
Wabco sources from third parties) and Wabco ’s braking system.  
(282)  ADAS comp onents  are technical components integrated into MHCVs to 
enable ADAS  functions . In ZF’ s terminology, ADAS consists of three  parts: 
(i) “see”; (ii) “ think ” and (iii)  “act”. ADAS components can be categorised 
                                                 
283  The Notifying party confirms that these different levels o f automation apply to all three categories of 
MHCV.  
284  At level 1, specific functions are taken over by assistance systems providing truck drivers with warning 
information under narrowly predefined situations such as Lane Departure Warning Systems (“LDWS” ). 
At level 2, the vehicle system is capable of actively intervening the driving process with respect to single 
functions under predefined conditions such as in the event of unintentional lane departure (LDWS that 
actuates steering).   
Level 3 is of a more transitionary character and can be assigned to ADAS as well as to AD to some 
extent as a vehicle can perform all driving tasks, but the vehicle still requires a driver’s attention and 
his/her ability to quickly take back control, at any time.   
At Levels 4 and 5, a driver’s action is required only in complicated traffic situations or, respectively, not 
at all. With regard to Level 4, the vehicle can handle certain easier -to-navigate environments like less 
crowded highway stretches without any driver’s action . Level 5 systems can deal with any traffic 
situation (even difficult ones).  
285  ADAS sensors include cameras, radars, Light Detection and Ranging (“LiDAR”) and ultrasonic.  

 
56 into ADAS sensors (i.e. “ see” components including cameras, radars, Light 
Detection  and Ranging (“ LiDAR”)  and ultraso nic), and ADAS controlling 
units  (i.e. “think”  components including specific ADAS controlling Electronic 
Control Units (“ ADAS ECUs ”)286 and software ). In- vehicle driving 
components  (i.e., “act” components) like steering and braking are not pure 
ADAS components because these components are technically required in all 
MHCVs, independently of whether or not they are ADAS -enabled.  
(283)  ADAS system integration  consists of one or more ADAS components t hat are 
adapted to specific MHCV models and provide a set of ADAS functions  in 
combination with MHCV actuation, such as steering or braking.  
(a) ADAS system integration describes the development and engineering 
services that are required to integrate ADAS com ponents into specific 
MHCV models. These services also include the support of vehicle 
homologation. OEMs can either self -integrate ADAS components into their 
MHCV models or source such services from external suppliers. External 
suppliers may either offer t he service standalone and separately priced e.g., 
as provided stand- alone by engineering integrator firms, or in a package 
with actuation components (i.e , an integrated ADAS solution , which consist 
of components and integration services ) e.g. as provided by Wabco. Wabco 
offers ADAS system integration services only to OEMs which  buy Wabco’ s 
braking systems, never on a standalone basis.  
(b) ADAS functions include (i)  passive systems that support the driver, such as 
Lane Departure Warning Systems ( “LDWS ”, where a  visual or audible 
warning alerts the driver of a lane drift), or Forward Collision Warning 
system ( “FCW ”, where a visual or audible warning alerts the driver of an 
upcoming (frontal) obstacle), and (ii)  active systems,  such as Automatic 
Emergency Braking systems ( “AEBS ”), Adaptive Cruise Control (“ ACC” ), 
or Lane Keeping Assist ( “LKA” ).  
(284)  ZF’s and Wabco ’s product portfolio is specified below:  
(a) ZF’s ADAS component offer  for MHCV includes only ADAS sensors and, 
within sensors, only radars and cameras. ZF does not yet manufacture other 
types of ADAS sensors such as ultrasonic  or LiDAR.287 ZF does not yet sell 
ADAS ECUs .288 To date, ZF develops software ( “think” ) only integrated 
                                                 
286  ADAS controlling ECUs should not be confused with central vehicle ECUs, which are  used in most 
MHCVs today and control vehicle functions like door locking systems or air conditioning. ADAS ECUs 
are the interface between the sensors and the actuators on a vehicle. ADAS ECUs also function as a 
"brain" that monitors the surroundings and f uses data from cameras, radars and sensors to interpret the 
situation and trigger ADAS features such as emergency braking or automatic lane changes.  
287  Form CO, paragraph 454. ZF is developing a [strategic information] . Should ZF decide to develop a 
[strat egic information] . As a rough estimate, ZF expects that the total market volume in the EEA will be 
around [amount] . According to the Notifying Party, even in a best -case scenario, the combined entity’s 
market share will be less than [5-10]% in 2026 in the EEA (and all the more worldwide). (Reply to 
question 5 of RFI 19 .) 
288  ZF has [strategic information] . According to ZF, these products will belong to [strategic information]  
and no other comparable product is already on the market, possibly with the exception of one OEM with 
in-house production. Major competitors in this area are expected to be Bosch, Continental and Autoliv, 
among others. See Form CO, paragraphs 366 to 371.  
 
57 within its ADAS components ( “see” , i.e. camera or radar) and not on a 
standalone basis.289 ZF also manufactures steering systems.  
(b) Wabco  offers fully integrated ADAS systems for MHCV including ADAS 
sensors (sourced by Wabco from third party suppliers), and braking 
components as well as ADAS integration services.290 Wabco ’s integrated 
ADAS solutions  enable  the following ADAS functions: LDWS, AEBS, 
ACC and FCW. LDWS and AEBS are legally required in Europe.291 
Wabco ’s sales of AEBS, AC C and FCW are always made together292 and 
only to OEMs that purchase Wabco’ s MHCV braking systems .293 Wabco ’s 
LKA is in the f inal stages of testing and validation in the USA only and no 
sales have been generated in the EEA.294 Wabco also notes that it does not 
supply ADAS components (including ADAS sensors or ADAS ECUs ) 
stand -alone to any OEM customer.295  
8.2. Market definition  
8.2.1. Product market  definition  
(285)  The definition of the relevant product markets  for ADAS  as such has  not been 
dealt with in previous Commission decisions.  In Case No COMP/M.8306 – 
Qualcomm/NXP Semiconductors ,296 the Commission dealt with the market of 
semiconductors for AD AS and  defined ADAS as: “ […] a broad range of 
features that enable a vehicle to “see,” “sense” and “react” to the objects 
that surround it [… ]. Over time, ADAS systems are expected to evolve into 
more sophisticated systems and eventually autonomous driving system. […]”.  
According to the Commission ’s market investigation in that case, the majority 
of respondents considered that the automotive ADAS chips in the following 
function blocks: (i)  Ultrasonic; (ii) L iDAR; (iii) radar; (iv) camera; 
(v) Vehicle -to-Everything (“V2X”)  communication are complementary rather 
than alternatives to each other since they are different technologies used for 
different purposes and functions. Ultimately, the market definition for chips for 
the safety function for au tomotive application was left open.  
(286)  As indicated in paragraph (278) , in-vehicle driving components  (i.e., “ act” 
components) such as steering and braking are not pure ADAS components 
because these components are technically required in all MHCVs, 
                                                 
289  Form CO, paragraph 361.  
290  Form CO, paragraph 417.  
291  Form CO, paragraph 415.  
292  Reply to question 10(d) of RFI 10: “ WABCO has chosen to integrate the AEBS (including FCW) 
functions and the ACC function in a single product (i.e., OnGuard). Therefore WAB CO’s AEBS 
(including FCW) functions and the ACC function are always sold together. This is because these 
functions rely on the same underlying sensor (in this case the radar). However, customers can choose to 
have the ACC function enabled or disabled at their choice (e.g., if they have their own ACC […]) or on 
the type of vehicle and/or transmission (e.g., ACC is disabled for manual transmissions). It is possible to 
use several suppliers for these functions, and integration work can be done by the OEM, a third party 
engineering company, or one of the supplier s.” 
293  Form CO, paragraph 415.  
294  Wabco expects that its LKA will be launched in the EEA in around 2023 and globally in 2022.  
295  Form CO, paragraph 417.  
296  Case No COMP/M.8306 – Qualcomm/NXP Semiconduc tors, paragraphs 32 and 41.  
 
58 independently of whether or not they are ADAS -enabled. However, given the 
interactions between steering and braking (manufactured by ZF and Wabco) 
and ADAS components, this D ecision  addresses also  these components.  
(a) With regard to braking systems, i n a previous decision,297 the Commission 
distinguished between pneumatic and hydraulic brakes , emphasi sing that in 
MHCVs beyond a total weight of 6- 7.5 tons, only pneumatic brakes are  
used in the EEA . Below this weight limit, hydraulic brakes are used for 
LCVs and passenger vehicles. Thus, due to the essential technical and 
commercial differences, the Commission considered that hydraulic braking 
systems for lighter vehicles and commercial vehicle brakes for heavy 
vehicles are two separate markets.  For pneumatic braking systems, the 
Commission distinguished between: (a)  air supply/actuation systems, and 
therein further between (i) air compressors, (ii)  air dryers and (iii) other 
parts of  actuation systems; (b)  foundation brakes, and therein further 
(i) drum brakes and (ii)  disc brakes; and (c)  brake and chassis control and 
therein further between (i) ABS, (ii)  ASR and (iii) EBS.  The Commission 
also distinguished between different distribu tion channels: OEM/OES on 
the one hand and IAM on the other hand.  
(b) With regard to steering components, i n the MHCV area, ZF and 
Wabco /Sheppard298 offer only hydraulically powered steering ( “HPS)  
system .299 HPS systems work with hydraulic pumps driven by the ve hicle ’s 
engine. Major components, aside from the rack and pinion, include valve 
assembly, rack tube housing, yoke plug, flexible bellows and pressure lines. 
The following MHCV steering components are sold individually: 
(i) Steering gears,  (ii) Steering col umns , (iii) Steering pumps , 
(iv) Intermediate steering shafts , and (v) Column drives.300 In Case No 
COMP/M.5500 – General Motors/Delphi Steering Business , the 
Commission left open whether a further sub- segmentation based on the type 
of vehicle would be perti nent. The Commission stated in Case No 
IV/M.1291 – Bosch/ZF Friedrichshafen  that its investigation had revealed 
that components for steering systems were increasingly sold as a package, 
suggesting that these various components could belong to one product 
market.  
8.2.1.1. The Notifying Party’ s view  
(287)  First, the Notifying Party submit s301 that the market of ADAS for PC/LCVs is 
separate from the ADAS market for MHCVs because of the difficulty in 
                                                 
297  Case No IV/M.1342 – Knorr -Bremse/Bosch.  
298  As indicated in paragraph (22)(d)  the Parties intend to divest Wabco’s steer ing business RH Sheppard 
Inc. 
299  According to the Notifying Party, the following types of steering systems use hydraulic pressure to 
provide steering assistance: (i)  Hydraulically Powered Steering (“HPS”) systems, which work with 
hydraulic pumps driven by the vehicle’s engine; and (ii)  Electro -Hydraulic Power Steering (“EHPS”) 
systems, which is a hydraulic power steering unit controlled by an electric motor. (Form CO, paragraph 
690.)  
300  Form CO, paragraph 683.  
301  Form CO, paragraphs 406 -407.  
 
59 transferring ADAS systems across these segments, a view that would be  
supported by a number of past Commission decisions.302 
(288)  Second, the Notifying Party submit s303 that a categori sation from the demand-
side perspective does not lead to a definitive conclusion for market definition. 
Nevertheless, if one were to try to categori se ADAS products for MHCV  
according to customer demand, the following segmentations / categories may 
apply: (i) OEMs that develop and integrate ADAS systems in -house and 
purchase individual ADAS components and subsystems; (ii)  OEMs which 
purchase individual  ADAS  components but do not have the capabilities or 
engineering workforce to do the integration themselves and use third party 
system integrators and (iii) OEMs which do not have the capabilities or 
engineering workforce to do the integration and purchase  fully integrated 
solutions (sensors, steering, braking). According to the Notifying Party, 
category 1 customers represent approximately 80% of the current MHCV 
market volume  in the EEA.304 
(289)  Third, the Notifying Party submits that : 
(a) ADAS for MHCV may constitute an overall market for fully integrated 
ADAS solutions consisting of different components, functionalities and 
subsystems. H owever, if one were to further sub- segment the overall ADAS 
system market, a segmentation between ADAS components/subsystems 
(e.g. ADAS camera and ADAS radar) and third party integration services is 
possible.305  
(b) Concerning  cameras and radars, a further sub -segmentation is not 
appropriate according to their characteristics, price and intended use.306 
(c) “Fusion and functions” ( “sensor fusion”  being the combination and 
seamless interplay between different sensor technologies)307 do not belong 
to a separate product market from ADAS components308 because ADAS 
                                                 
302  In Case No COMP/M.4381 – JC/Fiamm the Commission, referencing to various preceding decisions, 
stated that “ it may be appropriate to define the relevant product market by reference to the type of 
vehicles for which a particular product or component is supplied” and th at “[a]  split has usually been 
made between products supplied for passenger cars, light commercial vehicles and heavy commercial 
vehicle”.  
303  Form CO, paragraph 408.  
304  Form CO, paragraph 409.  
305  Form CO, paragraphs 412 and 419.  
306  Form CO, paragraph 421.  
307  According to the Notifying party, “[w] hen taken individually, current sensor technologies have different 
strengths and weaknesses that preclude any one technology being suitable for the transition to L4/L5 
autonomy. In order to overcome the shortcomings  of individual sensors, "sensor fusion", i.e., the 
combination and seamless interplay between various sensor technologies, is a prerequisite for a 
successful AD platform. ” (Form CO, paragraph 357. ) 
308  Form CO, paragraph 383. “Sensor fusion” is the combination and seamless interplay between different 
sensor technologies. Some ADAS functions require the combination of several ADAS components, such 
as the fusion of information from different kinds of sensors, and the interaction with related MHCV 
components such as braking systems (Form CO, paragraph 381). Among the functions offered by ZF are 
braking gradient for Automatic Emergency Braking Systems (“AEBS”), selected object for Adaptive 
Cruise Control (“ACC”), defined object for Forward Collision Warni ng Systems (“FCW”), lean 
 
 
60 components provide ADAS functions such as Emergency Braking systems 
(AEBS), hence ADAS functions are inherently connected to ADAS 
components and cannot be traded separately.  
(290)  Fourth, concerning braking systems , the Notifying Party agrees with the 
definition provided in C ase No IV/M.1342 – Knorr -Bremse/Bosch  with the 
following precisions:  Whilst technological penetration of certain products has 
increased, the Notifying Party’ s understanding of the different segments for 
pneumatic braking remains the same. According to the Notifying Party , 
Wabco ’s own braking business is structured along si milar lines. The key 
changes have been the move towards ADAS and the move towards electric 
vehicles. However, this has not yet altered the dynamics of pneumatic braking 
systems. The segmentation by MHCV and L CV is still accurate and the 
Notifying Party agr ees that the market is at least EEA -wide , if not global. The 
segmentation by air supply / foundation brakes / ABS and EBS is also still 
accurate. However, the Notifying Party  notes that in foundation brakes the 
trend in the EEA (and globally) is towards th e use of disc brakes. Likewise , the 
penetration of ABS and EBS is higher than it was 20 years ago. In relation to 
system suppliers, the Notifying Party  notes that ABS can be provided by one 
system supplier or by multiple suppliers of components. EBS still requires just 
one system supplier.309  
(291)  Fifth, concerning steering systems, the Notifying Party considers that310 
(i) there is a distinction between steering systems for MHCV and PV/LCV ; 
(ii) it is possible to envisage an overall market for MHCV steering with no 
further sub -segmentation ; (iii) it would be possible to distinguish between 
different types of MHCV steering systems, i.e. HPS systems, and Electro -
Hydraulic Power Steering (“ EHPS” ) systems, which are  hydraulic power 
steering unit s controlled by an elec tric motor ; with the market being currently 
in transition from HPS (still the predominant technology) to EHPS and is 
expected to move into Electric Power Steering (“ EPS” ); (iv) the overall market 
for MHCV steering can be sub -segmented according to the type  of the 
components including steering gears, steering columns, steering pumps, 
intermediate steering shafts and column drives, while it is customary for 
conventional CV steering technologies to be segmented in terms of at least 
steering gears, steering pum ps and steering columns since these technologies 
form the foundation of the steering system ; (v) a further distinction according 
to vehicle types is not necessary ; and (vi)  because ZF ’s market share in the 
IAM is below [5 -10]% regarding the overall CV stee ring market , it does not 
have a comprehensive information for that market segment.  
8.2.1.2. The Commission ’s assessment  
(292)  There is a separate market  for ADAS components and systems for MHCV  
encompassing buses, trucks and trailers.  
                                                                                                                                                   
information and lean crossing for Lane Keep Assist (“LKA”) (Form CO, paragraph 381). However, ZF 
does not trade ADAS fusions and functions on a stand -alone basis.  
309  Form CO, paragraph 659.  
310  Form CO, paragraphs 684 to702.  
 
61 (293)  From a demand- side perspective, the ADAS market can be further split 
between the supply of ADAS components  (mainly cameras, radars, LIDAR, 
ultraso nic, ADAS ECUs,  and ADAS software)  and the supply of fully 
integrated A DAS solutions  and of ADAS integration s ervices. Whether 
integrated ADAS solutions and ADAS integration services should be 
considered as part of the same product market can be left open for the purposes 
of this D ecision as no competition concerns arise whether these are considered 
as part of the  same or separate markets. As regards ADAS components , the 
Commission considers that each of (i)  radars, (ii) cameras, (iii)  LiDARs , 
(iv) ultrasonics, (v) ADAS ECUs and (vi)  ADAS software  belong separate 
product markets, but a further sub- segmentation betw een different radars or 
different cameras (the two ADAS components currently manufactured by 
ZF)311 is not necessary.  Finally, the Commission considers that f usion and 
functions do not belong to a separate product market from ADAS components. 
The reasons for  the Commission’ s findings are set out below. 
(A) There  is a separate market for ADAS components and systems for MHCV.  
(294)  The Commission considers that ADAS components and systems for MHCV do 
not belong to the same product market as ADAS components and systems for 
PC/LCVs, in line with the Notifying Party ’s submission , for the following 
reasons.  
(295)  First, this is in line with the Commission ’s previous decisional practice  for 
other MHCV components , which have consistently been found to belong to 
separate product mar kets from components for PC/LCVs .312 
(296)  Second, a  majority of respondents to the Commission’ s market investigation 
who expressed an opinion agreed with the Notifying Party that there is one 
overall market  for ADAS systems for MHCV313 and that ADAS for PC/LCV 
is not interchangeable with ADAS for MHCV.314 According to one of the 
respondents , “[t]his is due to the specific requirements of MHCV and in 
particular (i)  higher lifetime requirements, (ii)  vehicle dimensions and mission, 
(iii) legal requirements .”315 According to another respondent , “[f]irst, there are 
different use -cases for PC and MHCV  […]. Second, there are significant price 
differences due to volumes, estimation 10 -25%. Third, automated driving 
know -how, technology, IP and/or expertise for PC/LCV can only to a limited 
extent be used to developed automated driving functions for MHCV or vice 
versa. For instance, while some base algorithms for environment detection can 
be used, different algorithms are needed due to different mounting positions 
                                                 
311  ZF does not manufacture ultrasonics (Form CO, paragraph 454). ZF is currently in the stage of 
developing [strategic information] . ZF does not sell software for MHCV on a standalone basis, only 
incorporated to its ADAS components (Form CO, paragraph 361).  
312  Commission decision of 14 September 1993 in Case No COMP/IV/M.337 –  Knorr -Bremse/Allied 
Signal, paragraphs 11 and 18, Commission decision of 14 December 1998 in Case No COMP/M.1342 – 
Knorr -Bremse/Robert Bosch, paragraph 21; Commission decision of 12 Mar ch 2015 in Case No 
COMP/M.7420 – ZF/TRW, paragraph 10.  
313  Reply to question 40 of Questionnaire to Customers, Reply to question 31 of Questionnaire to 
Competitors.  
314  Reply to question 35.1 of Questionnaire to Customers, Reply to question 26.1 of Questionnaire to 
Competitors.  
315  Reply to question 35.1.1 of Questionnaire to Customers.  
 
62 MHCV v s. PV/LCV.”316 According to another respondent , MHCV “[…] are 
expected to have higher durability and longer lifetime then most of the PVs or 
LCVs. Additionally, MHCV ’s vehicle size is bigger, weight is heavier, and they 
use different braking system. ”317 A four th respondent stated that “ [… d]ifferent 
vehicle dimensions, mounting positions (e.g. camera perspective), 
lifetime/robustness and legislative functional requirements (e.g. warning 
cascade for AEBS) required more or less costly adaptations. Basically, there 
are no barriers but significant developments and application efforts. 
Challenge is to balance the engineering efforts needed to spend while the 
volumes are much lower compared to PV, the cost sensitivity is higher and the 
budgets of the OEM are limited.”318 
(297)  Finally, t he majority of respondents to the Commission’ s market investigation 
who expressed an opinion also agreed that ADAS components and systems for 
buses , trucks and trailers are interchangeable.319 According to one of the 
respondents , “[t]here are no significant barriers. Mechanically , an ADAS for 
trucks and buses is basically the same. Further, transferring ADAS across 
buses and trucks requires rather minor modifications with regard to the 
software. Customers do not source ADAS components/ systems for buses and 
trucks separately. Suppliers provide solutions for both applications. […]” .320 
(B) Separate markets for ADAS components and integrated ADAS 
solutions/integration services  
(298)  The Commission ’s investigation321 has shown that , from a demand- side 
perspective, a clear distinction needs to be made between the provision of 
ADAS components and the provision of integrate d ADAS 
solutions/integration services. This product market distinction stems from the 
current ultimate OEM customer  base and their current capabilities in the 
ADAS field : (i) first,  there are OEMs which  currently have the capability to 
integrate ADAS systems in -house and therefore buy different ADAS 
components directly from t ier-1 suppliers such as ZF, Bosch, Continental, etc. 
(Category 1 customers); (ii) second, there are smaller OEMs which  may 
currently lack the capability to self -integrate and therefore either rely on the 
services of third -party ADAS system integrators such as AVL or Bertrandt 
(Category 2 customers)322 and buy the components directly from t ier-1 
suppliers such as ZF, Bosch, Continental, etc. or (iii)  third, buy integrated 
ADAS solutions from t ier-1 suppliers such as Wabco (Category 3 customers).  
One respondent stated that “independent ADAS syst em integrators can 
                                                 
316  Reply to question 35.1.1 of Questionnaire to Customers.  
317  Reply to question 35.1.1 of Questionnaire to Customers.  
318  Reply to question 26.1.1 of Questionnaire to Competitor s.  
319  Reply to question 35.2 of Questionnaire to Customers, Reply to question 26.2 of Questionnaire to 
Competitors.  
320  Reply to question 35.2.1 of Questionnaire to Customers.  
321  Reply to question 36.1 of Questionnaire to Customers, Reply to question 27.1 of Questionnaire to 
Competitors.  
322  For example, the Notifying Party assumes that […] is working with AVL (reply to question 5 of 
RFI 21). In the replies to the market investigation, AVL confirmed that it provides ADAS integrated 
systems for trucks. Valeo confirmed also that it provides ADAS integrated systems (automatic parking 
with fusion) although not for buses or trucks. See replies to question 45 of Questionnaire to Competitors.  
 
63 compete with ADAS solution providers as Wabco, as they can create an 
ecosystem with partners to propose integrated ADAS solutions ” and another 
one that “ [g]iven the magnitude of the development costs, OEMs may decide to 
subcontract the i ntegration. It can also be an opportunity to buy sensors from 
different sources / competitors.”323 Third-party system integrators cited by the 
respondents to the Commission’ s market investigation include AVL, 
Bertrandt, FEV, Harman, Luxoff, Magna, Nvidia, Ri cardo .  
(299)  However, other  respondents considered  that, “[…] a customer could, 
theoretically, opt to purchase components and engage an independent 
engineering firm as third -party integrator such as EDAG or AVL. However, 
this is rather uncommon .”324 Another respondent stated that “ […] we have the 
same perspective on the three customer clusters  […], but we are realizing that 
OEM of class ii) and iii) typically have high difficulties or no chance to use 
third party integrators or suppliers other than W ABCO and Knorr -Bremse, 
when ADAS functions need to access the brake system interface. Reason for 
that is, that the interface standard is extended by proprietary locking 
mechanisms (known only by the respective brake supplier), not allowing third 
parties to  make use of the brake system interface. Since class ii) and iii) OEM 
are typically small manufactures with low volumes they are not in the position 
to encourage the brake supplier to open the interface. Therefore, emergency 
braking systems are typically sold together with the complete brake system to 
those OEM .”325 A third respondent stated that “ [i]n addition t o the available 
engineering res ources the OEM distinguish mainly on the access to the brakes 
as the brake suppliers shield their Software to smaller OEM. In consequence, 
(ii) [i.e. category 2 OEM customers]  does not exist in the market as the only 
possible non- OEM integrators are brake suppliers (i.e. Wabco and Knorr 
Bremse). These players are providing at least components or integrated ADAS 
systems al ready and are thus no pure system integrators .”326 
(300)  In short, despite this general categorisation of customers into three groups, 
some doubts remain as to how prevalent the middle category will be going 
forward, i.e. to what extend OEMs can use third party integrators.  It is 
therefore not clear whether ADAS integration services are fully 
interchangeable with integrated ADAS solutions. G iven that the ADAS sector 
is still na scent and the way in which it will develop is uncertain, for the 
purposes of this D ecision, the Commission will leave it open whether  
integrated ADAS solutions a separate product market from that of integration 
services.  In any event, neither Wabco nor ZF provide ADAS integration 
services on a standalone basis.  Moreover, as far as the Co mmission 
understands, currently Wabco is the only company providing integrated ADAS 
systems in the EEA.  
(301)  It is clear, however, that for those customers , which wish to self -integrate, the 
integrated ADAS system/ADAS integration services are not an 
interchangeable option.  
                                                 
323  Replies to question 30.1 of Questionnaire to Competitors.  
324  Reply to q uestion 36.1.1 of Questionnaire to Customers.  
325  Reply to question 27.1.1 of Questionnaire to Competitors.  
326  Reply to question 27.1.1 of Questionnaire to Competitors.  
 
64 (C) ADAS components : cameras, radars , LIDAR, ultraso nic, ADAS ECUs 
and software  belong to separate product markets  
(302)  The Commission considers that  different ADAS components ( cameras, radars , 
LIDAR, ultrasonic, ADAS ECUs and software) belong to separate product 
markets. In particular, within  ADAS sensors (the only ADAS components  
currently sold by ZF  for MHCVs ), cameras, radars, LIDAR and ultraso nic 
belong to separate product markets. ZF currently only manufactures and sells  
cameras and radars. C ontrary to the Notifying Party ’s arguments,327 and based 
on the results of its market investigation, the Commission considers that  radars 
and cameras belong to separate product markets for the following reason.  
(303)  The majority of respondents to the Commission’ s market investigation who 
expressed an opinion considered that different ADAS cameras and radars are 
not interchangeable and belong to separate product markets .328 This is because 
each of radars and cameras have certain functions (advantages/disadvantages) 
that the other does not. For example, LDWS is only currently possible with the 
use of a camera.329 As one  respondent put it , “[…] single radars / cameras 
could be interchanged – but an overall system will always require both 
technologies (i.e. certain functi onalities can only be provided by either a 
camera or a radar) and both technologies complement each other .”330 That 
being said, one respondent also outlined that a distinction “[…] is not relevant. 
Front Cameras, Radars, and Lidar are part of the Active Safety needed 
sensors. They may be sourced separately but at the end are part of the global 
system. ”331  
(304)  Whilst it may indeed be that in future the functions provided by radars on the 
one hand and cameras on the other hand become very similar and for some 
functions radars may be substituted by cameras and vice- versa, given today’ s 
technology, for the purposes of this Decision , the Commission considers radars 
and cameras to belong to separate product markets.  
(305)  As regards a potential further sub -segmentation wit hin each of radars and 
cameras by e.g. the exact functionality of the radar or camera, the majority of  
respondents to the Commission’ s market investigation who expressed an 
opinion also considered that a further sub -segmentation within cameras and 
radars i s not pertinent. Whilst each type of radar has a different purpose, e.g. a 
short -range radar or long- range radar, these can be considered as part of the 
same differentiated product market for radars. The same applies for cameras. 
As one respondent  explaine d, “[t]here are some technical differences between 
radars and cameras available on the market. In particular, there are products 
better suited for the short -range and products better suited for the far -range 
use case. However, it is difficult to draw a clear line between these products. 
                                                 
327  Form CO, paragraph 421.  
328  Reply to question 41 of Questionnaire to Customers, Reply to question 32 of Questionnaire to 
Competitors.  
329  Reply to question 32 of Questionnaire to Competitors.  
330  Reply to question 32 of Questionnaire to Competitors.  
331  Reply to question 33 of Questionnaire to Competitors.  
 
65 In addition, with innovation still on- going, existing technical differences may 
abate in the future .”332  
(D) ADAS fusion and functions will not be considered separately for the 
purposes of this D ecision  
(306)  Finally, some  respondents consider ed that ADAS fusion and functions do not 
belong to a separate product market from ADAS components because they are 
inherently connected to ADAS components  and cannot be traded separately.  
According to one respondent “ [i]ndeed, data fusion collected to be analyzed 
for better customized services, and driver assistance functions are deeply 
connected to ADAS components, which role is to detect, prevent, inform about 
the other cars, the environment, or the infrastructure ”,333 another respondent 
also indicated that “ [s]afety related items, for best performance should be 
developed and traded together ”.334  
(307)  However, other respondents considered that “fusion and functions” could, 
eventually, be traded separately, for example: “ [i]t is conceivable to source 
fusion and functions separately from the component (extended workbench). 
However, due to the time and effort for programming this is not common. Also, 
the customer would need to coordinate a close cooperation between the 
component supplier on the one hand and the provider of fusion and functions 
on the other hand” ,335 according to another  respondent “ [w]hile optimized 
“fusion and functions”, particularly in the case the technology is implemented 
as SW module, is connected with specific ADAS components, Core 
technol ogies for “fusion and functions” can be an independent components. 
To support this view, there are many start -ups/IT companies specialized to 
develop “fusion and functions” SW [software] package ”, and according to 
another one “ ‘[f]usion and Functions ’ are not useful if not inserted into an 
ADAS together with other ADAS components. Nevertheless, depending on 
OEM preferences, they can be sourced in an integrated way or separately. The 
definition of the market depends therefore on the OEM preferences about the  
sourcing of ADAS”.336  
(308)  The responses reflect the fact that the development of ADAS is at its early 
stages and that it is still unclear the choices that OEMs will make concerning 
the mechanisms to build ADAS functions. Separate trading of fusion and 
functions appears to  require a standardi sed interface. In any event, neither ZF 
nor Wabco trade ADAS fusions and functions on a stand- alone basis . 
Therefore, for the purposes of this Decision, ADAS “fusions and functions” 
will not be considered.  
(E) Acting components: braking and steering  
(309)  For the purposes of this Decision, concerning steering and braking systems, 
there is no reason to depart from the market definition provided by the 
                                                 
332  Reply to question 42 of Questionna ire to Customers.  
333  Reply to question 36.1 of Questionnaire to Competitors.  
334  Reply to question 44.1 of Questionnaire to Customers.  
335  Replies to question 36.1 of Questionnaire to Competitors.  
336  Replies to question 36.1 of Questionnaire to Competitors.  
 
66 Notifying Party. Concerning braking systems, the Commission will therefore 
retain the markets for ABS and EBS . Regarding steering systems, the 
Commission will retain the markets for EHPS and EPS.  
(310)  In this context the Commission takes note of t he Notifying Party maintaining 
that ADAS components interact with the following braking a nd steering 
components:  
(a) ABS and EBS braking systems ,337 and 
(b) EHPS or EPS systems.338 
(311)  ZF so far only offers HPS , which cannot interact with ADAS. [Strategic 
information] . 
8.2.1.3. Conclusion on product market definitions  
(312)  In view of the above, f or the purposes of this Dec ision, the ADAS mar ket for 
MHCV will be segmented between (a)  the provision of ADAS components 
and, within that market, the provision of ( i) radars, (ii) cameras, (iii)  LiDARs, 
(iv) ultrasonics, (v)  ADAS ECUs  and (vi) ADAS software;  (b) the provision of 
integrated ADAS solutions , and (c)  the provision of ADAS system integration  
services.  
(313)  Concerning braking systems, for the purposes of this Decision, the 
Commission will retain the markets for ABS and EBS braking systems. 
Concerning steering systems, for the purposes of this Decision, the 
Commission will retain the markets for electrically assisted steering ("EHPS") 
and electric power steering ("EPS").  
8.2.2. Geographic market definition  
(314)  ADAS for MHCV as such has  not been dealt with in previous Commission 
decisio ns.  
8.2.2.1. The Notifying Party’ s view  
(315)  The Notifying Party considers the geographic market definition within  ADAS 
for MHCV to be global or at least EEA -wide.339 According to the Notifying 
Party, OEMs source automotive parts centrally and frequently on a worldwide 
basis, although ZF and Wabco mainly supply ADAS products to OEMs in the 
EEA. OEMs active in the EEA produce for the EEA and also for the global 
market. Legal standards for ADAS technologies are uniform in the EEA and 
development capabilities can easily be t ransferred across continents.  
8.2.2.2. The Commission ’s assessment  
(316)  The Commission considers that the geographic marke t for all ADAS 
components, AD AS system integration and integrated ADAS solutions is at 
                                                 
337  Reply to question 1(b) of RFI 28.  
338  Reply to question 1 of RFI 35.  
339  Form CO, paragraphs 426 -430. 
 
67 least EEA -wide, if not worldwide . Arguments in favour of an EEA -market 
include  the advantage of having development teams close to the customers ’ 
development sites (e.g. in the EEA) and different regulatory ADAS 
requirements across continents, explaining differences in the ADAS system 
integration services. Arguments  in favour of worldwide markets include the 
international footprint and global sourcing activities of many OEMs . 
(317)  The majority of respondents to the Commission’ s market investigation who 
expressed an opinion  consider the market for ADAS components and 
integ rated ADAS s olutions  to be global. As put by one of the respondents,  
“[m]ain customers are globally active with largely centralized sourcing 
decisions. Due to limited volumes in CV market basic solutions will be similar 
across regions (i.e. globally). Homo logation & SW might differentiate across 
markets – especially due to differing legislations .”340 Another respondent 
explained that “[d]ue to efficiency reasons, suppliers of components attempt to 
design their products to be suitable worldwide. This is someti mes not possible 
for some components that have different regulatory constraints in different 
countries. For example, radars have different frequency ranges but, despite 
that, in North America, in the European Union and in most of Asia, there are 
limited differences, which are handled by software adaptation, while the 
hardware components are the same. For example, modifications are required 
due to different enviroments (e.g., road conditions, traffic signs, etc.). On the 
other hand, the development of ADAS r equires a close cooperation between 
the customer and the system supplier, which is why a "local" provider is often 
the preferable option. […].”341 
8.2.2.3. Conclusion on geographic market definition  
(318)  For the purposes of this D ecision , the exact geographic market defin ition can 
be left open as the Transaction does not raise competition concerns with 
respect to ADAS components, ADAS system integration or integrated ADAS 
solutions irrespective of the exact geographic market definition. 
8.3. Competitive assessment  
8.3.1. ADAS market  characteristics and ZF ’s and Wabco’ s positions  in it 
(319)  The ADAS market  (which will ultimately develop into the Autonomous 
Driving “ AD”  market )342 is only at its early stages of development . The 
competitive strength of players will depend much on their develop ment 
capabilities. Such  development capabilities are dynamic (many products and 
functions are at development stages and not marketed yet), distributed across 
the different layers of the production chain (ADAS component manufacturers, 
                                                 
340  Reply to question 37.1 of Questionnaire to Competitors.  
341  Reply to question 37.1 of Questionnaire to Competitors.  
342  Over time, ADAS will develop by  incrementally achieving higher levels of automated sophistication 
until eventually achieving full -fledged automation (AD). A major difference between ADAS and AD is 
that in ADAS -enabled vehicles the human driver is still responsible for driving the vehicl e and liable for 
any potential incidents, while this is not the case anymore for AD. Automation Levels 1 and 2 
encompass current and next generation ADAS, whereas Levels 4 and 5 are considered Automated/AD 
rather than ADAS. (Form CO, paragraphs 343 and 350 ).  
 
68 ADAS system integrator s and OEMs) and subject to different potential 
combinations across the vertical chain (self -integration by OEMs, reliance on a 
third -party system integrator, or with support of an ADAS component 
manufacturer).343  
(320)  From a demand- side perspective , as explained  in paragraph (296)  above , 
OEMs can either self -integrate ADAS components into their MHCV models or 
source such services from external suppliers (whet her via buying components 
and then the services of an integrator or by buying an integrated solution from 
a supplier) . Once a contract is awarded to a supplier for the supply of an 
ADAS component, the customer will almost never change the supplier of an  
ADAS component for the particular ADAS  system in which it is integrated. 
Competition for that customer will again take place at the time when the 
customer decides to design the next generation of ADAS system and requires 
ADAS components for that. As such, in the ADAS systems and components 
space, competition takes place for the market rather than in the market.  
(321)  From a supply- side perspective, there are different players present at different 
levels of the ADAS supply chain :  
(a) ZF is active upstream through the supply of ADAS sensors (cameras and 
radars) to (i)  OEMs , which  then integrate these themselves in their trucks  
(such as Volvo and Daimler)  and to (ii) ADAS system integrators  like 
Wabco or Knorr -Bremse.344 Together with ZF, the main players providing  
ADAS sensors include Aptive, Bosch, Continental.  
(b) Wabco is present downstream as a provider  of integrated ADAS solutions. 
Wabco purchases ADAS  components ( in particular sensors) and integrat es 
them into ADAS solutions that it the n offers  to OEMs such as Iveco and 
DAF, i.e. truck manufacturers which  do not currently have their own 
capabilities to integrate. The other  main provider of integrated ADAS 
solutions  is Knorr -Bremse, which  offer ADAS integration services in a 
package with their actuation components  (brakes) . In addition, e xternal 
suppliers (such as engineering integrator firms) may offer the integration 
service on a standalone , separately priced  basis . Wabco currently provides 
its integrated AD AS solutions  only to customers using the Wabco braking 
system . It does not provide ADAS integration services  on a standalone 
basis.  
(322)  ZF and Wabco have a different customer base. ZF ’s main customers are large  
OEMs with internal capability to integrate ADAS components to  obtain ADAS 
functionalities, whereas Wabco ’s customer base is made of smaller OEMs 
which  currently lack such capabilities.  
                                                 
343  Reply to RFI 6, Annex Q53.  
344  Currently , ZF does not supply components to Wabco. [Strategic information: the business relationship 
between ZF and Wabco as regards ADAS is limited. There is no actual supply relationship but only 
limited activities a nd agreements indicating that ZF is a potential partner for supply relationships and co -
operations in the field of ADAS products]  (Form CO, paragraph 815).  
 
69  
Source: Form CO, paragraph 433.  
(323)  According to the Notifying Party’ s estimates, OEMs served by ZF and its 
competitors (Category 1  customers buying components , see paragraph (296) ) 
account for […]% of the total market volume  for MHCV in the EEA .  
Table 9: MHCV production , volume, EEA, 2018345 
OEM  Category 1  Category 2  Total  
[Customer]  [amount]  - [amount]  
[Customer]  [amount]  - [amount]  
[Customer]  [amount]  - [amount]  
[Customer]  [amount]  - [amount]  
[Customer]   [amount]  [amount]  
[Customer]   [amount]  [amount]  
“Other” truck and bus   [amount]  [amount]  
Total  [amount]  [amount]  [amount]  
Split (%)  [70-80]% [20-30]% [90-100]% 
Source:  Reply to question 52 of RFI 10 . 
(324)  ZF does not currently supply ADAS components to Wabco. ZF ’s main 
customers for MHCV ADAS sensors are [customer information]  in the EEA . 
Table 10: ZF ’s top five MHCV ADAS sensor customers,  2018 
Customer  EEA  
(EUR million)  Worldwide  
(EUR million)  
[Customer]  [amount]  [amount]  
[Customer]  [amount]  [amount]  
[Customer]  [amount]  [amount]  
Other  [amount]  [amount]  
Total  [amount]  [amount]  
Source:  Form CO, paragraph 443.  
(325)  Wabco ’s main customers for integrated ADAS solutions are [customer 
information] and [customer information]  in the EEA  and [customer 
information]  in the US . 
                                                 
345  Reply to RFI 10, question 11. 

 
70 Table 11: Wabco’ s top five MHCV ADAS c ustomers,  2018 
Customer  EEA   
(EUR million)  World wide   
(EUR million)  
[Customer]  [amount]  [amount]  
[Customer]   [amount]  
[Customer]  [amount]  [amount]  
[Customer]   [amount]  
[Customer]   [amount]  
[Customer]  [amount]   
[Customer]  [amount]   
[Customer]  [amount]   
Other  [amount]  [amount]  
Total  [amount]  [amount]  
Source:  Form CO, paragraph 435.  
(326)  Wabco ’s main  suppliers of ADAS sensors are [supplier name]  (radars), 
[supplier name]  (cameras) and [supplier name]  (cameras, however Wabco ’s 
contract with [supplier name]  was […]  until 2018).  
Table 12: Wabco’ s top five MHCV ADAS s ensor s uppliers , 2018  
Customer  EEA   
(EUR million)  World wide   
(EUR million)  
[Customer]  [amount]  [amount]  
[Customer]  [amount]  [amount]  
[Customer]  [amount]  [amount]  
Total  [amount]  [amount]  
Source:  Form CO, paragraph 446.  
(327)  ZF does not manufacture the whole range of cameras and radars purchased by 
Wabco f rom ZF ’s competitors.346  
8.3.2. Market shares  
8.3.2.1. ADAS cameras and radars  
(328)  Upstream , ZF has a relatively low market share in the sale of cameras and 
radars, remaining below 30% both on an EEA -wide and worldwide basis : 
[20-30]% for cameras and [5 -10]% for radars  in the EEA  in 2018 in terms of 
value , and [20-30]% for cameras and [10 -20]% for radars worldwide  in 2018 
in terms of value . There are several strong competitors in both radars and 
cameras, such as Aptiv, Bosch  and Continental, with market shares similar or 
higher than ZF. 
  
                                                 
346  When providing integrated ADAS systems, Wabco makes use of front -looking cameras, short- range 
radars, mid -range radars and long -range radars. Of these types, ZF only sold mid- range radars and front -
looking cameras in the past. Notifying Party’s reply to question 15 of RFI 16 post -notification of 14 
January 2020. Accord ing to ZF’s best estimates, its sales of front cameras represented roughly [20-30]% 
of all front camera sales in the EEA and [5-10]-[5-10]% of all sales of mid -range radars in the EEA.  
 
71 Table 13: ADAS camera , EEA, 2018 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [20-30]% [amount]  [20-30]% 
Wabco  [amount]  [0-5]% [amount]  [0-5]% 
ZF-Wabco combined  [amount]  [20-30]% [amount]  [20-30]% 
Continental  [amount]  [20-30]% [amount]  [20-30]% 
Bosch  [amount]  [20-30]% [amount]  [20-30]% 
Aptiv  [amount]  [20-30]% [amount]  [20-30]% 
Others  [amount]  [0-5]% [amount]  [0-5]% 
Total  [amount]  100%  [amount]  100%  
Source:  Form CO, paragraph 454 . 
Table 14: ADAS radar , EEA, 2018  
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [5-10]% [amount]  [10-20]% 
Wabco  [amount]  [0-5]% [amount]  [0-5]% 
ZF-Wabco combined  [amount]  [5-10]% [amount]  [10-20]% 
Continental  [amount]  [40-50]% [amount]  [20-30]% 
Aptiv  [amount]  [40-50]% [amount]  [60-70]% 
Others  [amount]  [0-5]% [amount]  [0-5]% 
Total  [amount]  100%  [amount]  100%  
Source:  Form CO, paragraph 454 . 
Table 15: ADAS camera , worldwide , 2018 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [20-30]% [amount]  [20-30]% 
Wabco  [amount]  [0-5]% [amount]  [0-5]% 
ZF-Wabco combined  [amount]  [20-30]% [amount]  [20-30]% 
Continental  [amount]  [10-20]% [amount]  [10-20]% 
Bosch  [amount]  [20-30]% [amount]  [20-30]% 
Aptiv  [amount]  [20-30]% [amount]  [20-30]% 
Others  [amount]  [20-30]% [amount]  [10-20]% 
Total  [amount]  100%  [amount]  100%  
Source:  Form CO, paragraph 454 . 
Table 16: ADAS radar , worldwide , 2018 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [10-20]% [amount]  [10-20]% 
Wabco  [amount]  [0-5]% [amount]  [0-5]% 
ZF-Wabco combined  [amount]  [10-20]% [amount]  [10-20]% 
Continental  [amount]  [20-30]% [amount]  [10-20]% 
Aptiv  [amount]  [40-50]% [amount]  [50-60]% 
Others  [amount]  [10-20]% [amount]  [10-20]% 
Total  [amount]  100%  [amount]  100%  
Source:  Form CO, paragraph 454 . 
8.3.2.2. ADAS system integration and integrated ADAS solutions  
(329)  Downstream , Wabco provides integrated ADAS s olutions  to customers which  
buy Wabco’ s braking systems and have not developed the internal capacity to 
integrate ADAS components themselves. In this context , the Commission 
 
72 recalls that, in the EEA, these customers essentially consist of smaller OEMs 
such as Iveco and DAF, and bus companies like Van Hools etc. These 
customers represent around [20-30]% of the total MHCV customer base (see 
paragraph (321) ). In this customer segment,  winning a few customer contracts 
for the provision of integrated ADAS solutions may result in high shares.347 In 
a market for ADAS system integration, Wabco would have a [70 -80]% market 
share in the EEA  and a [50-60]% market share worldwide in 2018 in terms of 
value . In a market for the provision of integrated ADAS solutions excluding 
third -party system integrators , Wabco ’s market share would be [90 -100]% in 
the EEA and [60 -70]% worldwide  in 2018 in terms of value . 
(330)  It should be not ed that , since Wabco only provides integrated ADA S solutions 
to purchasers of its braking systems  which  do not self -integrate ADAS , its 
market share in the provision of integrated ADAS solutions/integration 
services is tied very much to the sale of its braking systems.  
Table 17:  ADAS system integration , EEA, 2018 
 Turnover  
(EUR million)  Turnover  
(%) 
ZF [amount]  [0-5]% 
Wabco  [amount]  [70-80]% 
ZF-Wabco combined  [amount]  [70-80]% 
AVL  [amount]  [5-10]% 
Bertrand  [amount]  [5-10]% 
Others  [amount]  [5-10]% 
Total  [amount]  100%  
Source:  Form CO, paragraph 439. 
Table 18: ADAS system integration , worldwide , 2018 
 Turnover  
(EUR million)  Turnover  
(%) 
ZF [amount]  [0-5]% 
Wabco  [amount]  [50-60]% 
ZF-Wabco combined  [amount]  [50-60]% 
Knorr -Bremse/Bendix  [amount]  [30-40]% 
AVL  [amount]  [0-5]% 
Bertrand  [amount]  [0-5]% 
Others  [amount]  [5-10]% 
Total  [amount]  100%  
Source:  Form CO, paragraph 439.  
Table […]* : Integrated ADAS system solutions , EEA,  2018 
 Turnover  
(EUR million)  Turnover  
(%) 
ZF [amount]  [0-5]% 
Wabco  [amount]  [90-100]% 
ZF-Wabco combined  [amount]  [90-100] % 
Knorr -Bremse/Bendix  [amount]  [0-5]% 
Total  [amount]  100%  
Source:  Reply to question 1 (Annex Q1) of RFI 22 . 
                                                 
347  In the case of Wabco, the contracts with […] OEMs ( [customer name]  and [customer name] ) in the EEA 
account for [80- 90]% of all its sales to ADAS customers in the EEA ( see Table 11  above ). 
* Should read: “19”.  
 
73 Table […]*: I ntegrated ADAS solutions , worldwide , 2018 
 Turnover  
(EUR million)  Turnover  
(%) 
ZF [amount]  [0-5]% 
Wabco  [amount]  [60-70]% 
ZF-Wabco combined  [amount]  [60-70]% 
Knorr -Bremse/Bendix  [amount]  [30-40]% 
Total  [amount]  100%  
Source:  Reply to question 1 (Annex Q1) of RFI 22 . 
(331)  Wabco ’s main competitor in the market for integrated ADAS solutions/ADAS 
integration services both in the EEA and at worldwide level is Knorr -Bremse. 
However, as pointed out by the Notifying Party ,348 the Commission notes that 
Knorr- Bremse was unsuccessful in the awarding of supply contracts for OEMs 
for the current generation of fully integrated ADAS solutions  in the EEA . 
However, there is no indication that Knorr -Bremse would not continue to 
compete for future supply contracts  coming up for tender  in the EEA (and  
worldwide).349 Indeed, Knorr- Bremse has already partner ed up with 
Continental to become a leading player in the supply of ADAS  for commercial 
vehicles.  As stated in Knorr -Bremse’ s press release at the time of establishing 
the cooperation, “Knorr- Bremse and Continental have entered into a 
partnership to develop a complete system solution for highly automated 
driving (HAD) in commercial vehicles. This means that in the future the partners will be able to offer HAD solutions for truck series production of any 
size”.
350 As also put by a third party OEM:  “[…] Continental has entered into 
a collaboration agreement with Knorr -Bremse on the acting market; ZF would 
therefore need to acquire WABCO to compete on an equal footing. […] The 
main impact of this Transaction is  that it will create a full service supplier (for 
the three parts of the market). Currently, only Continental (with Knorr -Bremse 
for the acting part) is a full service supplier, and Bosch has the capacity to become one in the future, especially if it develops in the braking market .”
351 
8.3.2.3. Braking and steering  
(332)  Knorr- Bremse is Wabco ’s main rival in the sale of ABS and EBS braking 
systems required for ADAS interaction, where  Wabco has an estimated share 
of approximatively  [50-60]%, followed by K norr-B remse with 
approximatively  [40-50]% in the EEA  in terms of volume. On a global basis, 
Wabco has an estimated share of approximatively  [40-50]%, with K norr-
Bremse at approximatively  [30-40]%, and others at approximatively  [10-20]%, 
                                                 
* Should read: “20”.  
348 Form CO, paragraph 416.  
349  According  to the Notifying Party (reply to question 3 of RFI 18), future tenders for ADAS include: 
(i) Iveco: tender open as of […]; (ii) DAF: open as of […] ; and (iii)  smaller tenders for other truck and 
bus manufa cturers from […]. 
350  See Knorr -Bremse’s press release dated 19 September 2018 at: https://www knorr -
bremse.com/en/media/press -releases/knorr -bremse -and-continental -announce -a-partnership -for-high-ly-
automated -driving- in-commercial -vehicles.json . 
351  Minutes of the interview with Traton of 18 July 2019.  
 
74 in terms of volume.352 There is no hor izontal overlap between Wabco and ZF 
in ABS and EBS braking systems. 
(333)  As explained in paragraph (307) , ZF so far only offers hydraulically powered 
steering (“HPS”) which cannot interact with ADAS. Whilst ZF is  in the  
process of developing EPHS (to be launched in the US [strategic information] ) 
and EPS, there is no overlap of ZF’s and Wabco’s activities in this segment . 
8.3.3. No input foreclosure  
(334)  In view of the information provided by the Notifying Party and the results of 
the market investigation, the Commission is of the view that an input 
foreclosure strategy by the merged entity involving ZF ’s supply of ADAS 
components to downstream customers ( such as OEMs who self -integrate or 
tier-1 suppliers such as Knorr -Bremse) is unlikely to succeed . 
8.3.3.1. No ability to foreclose  access to  inputs  
(335)  According to the Notifying Party,353 the merged entity would not be able to 
pursue an input foreclosure strategy in vie w of ZF ’s modest share in the supply 
of ADAS sensors and the numerous alternatives available in the market, 
making any strategy to increase prices unsuccessful. Furthermore, ZF is legally 
bound to continue supplying current customers for a certain period under  the 
agreed terms and conditions.  
(336)  Paragraph  34 of the Non- horizontal Merger Guidelines354 states that input 
foreclosure may raise competition problems if it concerns an important input. 
Paragraph 35 of same guidelines states that, for input foreclosure to be a 
concern, the merged entity must have a significant degree of market power in 
the upstream market.  Paragraph 37 of the Non- horizontal Merger Guidelines355 
also states that,  when determining the extent to which input foreclosure may 
occur, it must be taken into account that the decision of the merged entity to 
rely on its upstream division’ s supply of inputs may also free up capacity on 
the remaining input suppliers from whic h the downstream division used to 
purchase before.  
(337)  The Commission considers that , for the following reasons , the merged entity 
will not have the ability to engage in input foreclosure of ADAS sensors : ZF 
has a relatively low market share in the provision of ADAS sensors and faces 
important competitors, and ZF has ongoing contractual arrangements with 
third parties . 
(338)  First, ZF does not have a significant degree of market power upstream in 
respect of ADA S sensors (whether cameras or radars).   
(339)  Firstly, as set out in Section 8.3.2.1  above , ZF’s market share for the sale of 
cameras and radars is below 30% both worldwide and at the EEA ( [20-30]% 
                                                 
352  Reply to question 4 of RFI 18 and reply to question 1 of RFI 28.  
353  Form CO, paragraphs 452 -459. 
354  OJ C 265, 18.10.2008, p. 6.  
355  OJ C 265, 18.10.2008, p. 6.  
 
75 and [20-30]% for cameras in the EEA and worldwide respectively, and [5 -
10]% and [10-20]% for radars in the EEA and worldwide respectively , in 
terms of value of sales).  
(340)  Secondly , ZF faces competition for the supply of ADAS cameras and radars  
from strong players such as Continental, Bosch and Aptiv, with market shares 
similar or higher than ZF.  Furthermore, ZF does not manufacture all sensor 
ranges needed for ADAS, as indicated in paragraph (325) . 
(341)  In addition to Continental, Bosch and Aptiv, there are many additional smaller 
players. The fast -growing landscape of  ADAS is illustrated below . 
 
Source: Form CO,  paragraph 456.  
(342)  Second, by its contractual commitments , ZF is legally bound to continue 
supplying current customers ( [content of internal documents] ) until […].356  
(343)  Finally, if ZF start s supplying ADAS sensors to Wabco, this would likely free 
up capacity of current suppliers of Wabco, which would then be able to supply 
other customers and a realignment of purchase patterns would occur. This is 
likely in view of the limited market share of  ZF in the upstream market and the 
strong position of competitors . 
(344)  In conclusion, the Commission considers that ZF will not, as a result of the 
merger, have the ability to foreclose access to ADAS sensors (whether by 
stopping supply or raising prices) give n it’s moderate market shares for both 
radars and cameras, the fact that it does not even provide a full range of radars 
and cameras, the existence of strong competitors such as Continental, Bosch 
and Aptiv and the existence of long- term supply agreements . 
                                                 
356  Reply to question 6 of RFI 19. The Commission notes that [content of intenal documents] .  

 
76 8.3.3.2. No incentives to foreclose access to  inputs  
(345)  According to the Notifying Party,357 ZF’s main customers are large OEMs  
which do not compete with Wabco. Furthermore, ZF will stop supplying 
sensors to [customer data] [strategic information]  ([customer data]  took this 
decision prior to the announcement of the Transaction) .358 Therefore, post -
Transaction  ZF will have incentives to continue selling to those OEMs.  
(346)  Paragraph  40 of the Non- horizontal Merger Guidelines359 states that the 
incentive to foreclose depends on the degree to which foreclosure will be 
profitable. Paragraph 43 of the same guidelines states that,  the greater the 
market shares of the merged entity downstream, the greater base of sales on 
which to enjoy increased margins.  
(347)  As explained in paragraph (321) , OEMs served  by ZF and its competitors 
account for [70 -80]% of the total market volume for MHCV.  Since Wabco 
only sells integrated ADAS solutions, its potential customer base represents 
[20-30]% of the MHCV market. Therefore, despite  Wabco ’s high market 
shares in the provision of integrated ADAS solutions , Wabco ’s customer  sales 
base represent s only a third  of the overall customer base for ADAS sensors.  
According to the figures provided by the Notifying Party, in 2018 the total 
market value for ADAS sensors account ed for EUR [amount]  in the EEA and 
EUR [amount]  worldwide, while Wabco’ s purchases of ADAS sensors account 
for EUR [amount]  in the EEA and EUR [amount]  worldwide. According to 
this, in  2018, Wabco accounted for [20 -30]% of the purchases of ADAS 
sensors in the EEA and [10- 20]% of purchases w orldwide.  
(348)  Foreclosing inputs to large OEMs would not increase the sale of integrated 
ADAS solutions since the large OEMs will not buy these products  but wish to 
self-integrate. Foreclosing input to Wabco’ s competitor Knorr- Bremse or to 
third party integration service providers is also unlikely to increase Wabco’ s 
sales of integrated ADAs solutions given that Knorr -Bremse is collaborating 
with Continen tal in the ADAS sphere (Continental providing similar sensors  as 
Wabco ’s) and third party integration service providers are hired by the OEMs 
which  will purchase the sensors.  
(349)  In conclusion, the Commission considers that the merged entity will not, as a 
result of the merger, have the incentives to foreclose access to ADAS radars 
and cameras) . 
8.3.3.3. Overall likely impact on effective competition  
(350)  The Non- horizontal Merger Guidelines360 state that a merger will raise 
competition concerns because of in put foreclosure when it would lead to 
increased prices in the downstream market thereby significantly impeding 
competition. To assess this, one should consider (i)  whether the foreclosed 
firms play an important role in the competitive process in the downst ream 
                                                 
357  Form CO, paragraphs 460 -461. 
358  Form CO, paragraph 461.  
359  OJ C 265, 18.10.2008, p. 6.  
360  OJ C 265, 18.10.2008, p. 6, paragraphs 47 -51. 
 
77 market (the higher the proportion of rivals which could be foreclosed, the more 
likely the merger can result in an increase of prices) ; (ii) whether the merger 
raises barriers to entry to potential competitors. If downstream rivals are 
vertically inte grated or capable of switching to other input suppliers, 
competition from those firms may be a sufficient competitive constraint to 
prevent the merged entity to raise prices. Customers buyer power and the 
likelihood of entry in the upstream market would al so reduce the likelihood of 
a negative impact on competition and prices.  
(351)  Because of the reasons already stated in Sections 8.3.3.1 and 8.3.3.2, it is 
unlikely that the merger will have a negative impact on competition in terms of 
increased prices in the downstream market: (i)  there is a significant number of 
competitors in the upstream market which can supply OEMs or t ier-1 suppliers 
such as Knorr -Bremse (see Section 8.3.2.1 on market shares) ; (ii) Knorr -
Bremse has already started a cooperation agreement with Continental (a main 
competitor in the provision of ADAS cameras and radars) ; (iii) OEM 
customers of ADAS cameras and radars are big companies with important 
buyer power  which  could source from alternative suppliers if ZF refused to 
supply to them ; and (iv)  foreclosing inputs to large OEMs would not increase 
the sale of Wabco ’s integrated ADAS solutions since the large OEMs will not 
buy these products but wish to self -integrate.  
(352)  In conclusion, the C ommission considers that , overall, the merged entity would 
not have the  ability nor the incentive s to foreclose access to ADAS sensors.  
8.3.4. No customer foreclosure  
(353)  In view of the information provided by the Notifying Party and the results of 
the market investigation, an input foreclosure strategy by the merged entity is 
unlikely to succeed. The merged entity will lack  the ability and the incentives 
to foreclose access to customers mainly because (i)  Wabco is not an important 
customer  for ADAS sensors  and is tied to contracts with [supplier name] and 
[supplier name] , and (ii) ZF does not produce the whole range of ADAS 
sensors required by Wabco or its competitors.  
8.3.4.1. No ability to foreclose access to customers  
(354)  According to the Not ifying Party,361 Wabco is not an important customer f or 
ADAS sensors,  its purchasing volume of ADAS sensors constitutes a small 
percentage of total sales, and approximately [70-80]% of ADAS sensors sales 
are made to OEMs directly.  Also, according to the Notifying Party , the average 
duration of ADAS sensor contracts between sensor suppliers and ADAS 
system integrators is of about five to six years and, post-Transaction , the 
merged entity will be bound by those and current suppliers will continue 
selling their radars for a certain period of time in the agreed terms and 
conditions.  
                                                 
361  Form CO, paragraphs 463 and 464.  
 
78 (355)  Paragraph 61 of the Non- horizontal Merger Guidelines362 states that the 
Commission will examine if there are sufficient economic alternatives in the 
downstream market for the upstream ri vals to sell their output.  
(356)  As described in Section 8.3.1, competition for ADAS cameras and radar s 
occurs for the market rather than in the market. Therefore, the assessment of 
ability distinguishes between contracts already concluded and future contracts.  
(357)  As regards contracts already concluded, according to the figures provided by 
the Notifying Party, in 2018, the total market value for AD AS sensors 
accounts for EU R [amount]  in the EEA and EUR [amount]  worldwide, while 
Wabco ’s purchases of ADAS sensors account for EUR [amount]  in the EEA 
and EUR [amount]  worldwide. According to this, in 2018, Wabco accounted 
for [20-30]% of the purchases of ADAS sensors in the EEA and [10-20]% of 
the purchases worldwide. Thus, Wabco is not a customer with significant 
degree of market power, and there are sufficient alternatives in the downstream 
market for upstream rivals to sell their input.  
(358)  In addition, t he results of the market in vestigation indicate  that switching 
suppliers of ADAS sensors is costly and takes time. Therefore, any input 
foreclosure strategy would not be able to succeed immediately: “[it is  
e]xtensively hard and costly to change. Project time +36 months and x times 
10 M eur in development including V&V ” and “[s]witching the sensor supplier 
requires quite an effort regarding time, resources (manpower) and money. The 
base software with its interfaces needs to be adapted by the supplier, function 
software needs to be adapted to the new environment, brackets holding the 
sensors need to be modified resulting in new tools, documentation needs to be 
updated, and application teams need to be trained. One of the largest efforts is 
the testing and release of the new sensors wit h the integrated functions. Per 
sensor, suppliers ask for up to 3- 4 mEUR of non- recurring expenses for 
adaption of the base software. Timewise, switching a sensor supplier can take 
from supplier selection to customer SOP 3 to 4 years ” and “ [w]e think that it 
will take approx 2- 3 years. The costs are depending by the actual solution 
chosen and technology ”.363  
(359)  Wabco also has ongoing contracts with two ADAS sensor suppliers: with 
[supplier name]  for radars until [strategic information]  and with [supplier 
name]  for cameras until [strategic information] .364 Furthermore, Wabco is 
currently in discussions with [supplier name]  and [supplier name]  to explore 
the development of next generation of ADAS sensors. In view of this, any 
possible change of supplier would not ta ke place before [strategic 
information]365 and a customer foreclosure strategy would not be implemented 
immediately.  In this sense, [supplier name]  confirmed that “ […] it is not 
feasible to switch radars/sensors’  supplier in a short -term period, since 
custom ers need a transition to integrate this complex product ”366 and that, 
although it assumed that Wabco would source components from ZF (only) 
                                                 
362  OJ C 265, 18.10.2008, p. 6.  
363  Replies to question 69 of Questionnaire to Customers.  
364  Form CO, paragraph 44 8. 
365  Form CO, paragraph 460.  
366  Minutes of the interview with [supplier name]  of 30 July 2019.  
 
79 after ZF had bought Wabco, “ WABCO has not yet given any indications (to 
Continental) that the merger/transaction would lead to changes in their 
sourcing strategies ”.367 
(360)  In conclusion, the Commission considers that  the merged entity would not 
have the ability to foreclose access to an important customer base for the 
contracts already concluded .  
(361)  As regards future contacts , competitors in the ADAS sensors market would 
still be able to supply more than [70 -80]% of the market in the EEA and more 
than [80-90]% worldwide  (see paragraph (355) ). Hence, although Wabco has 
[90-100]% of the EEA market for the supply of integrated ADAS solutions, it 
does not reflect its buyer power in the downstream market as a purchaser of 
ADAS sensors.  
(362)  In conclusion, the Commission considers that the merged entity would not 
have the ability to foreclose access to an important customer base for ADAS 
sensors.  
8.3.4.2. No incentive  to foreclose access to customers 
(363)  According to the Notifying party,368 the merged entity will have no incentive 
to foreclose access to customers. This is mainly because ZF does not produce 
all sensors required for ADAS for MHCV , such as Short Range Radars 
(“SRR”) and Long Ra nge/Full Range Radar (“LRR/FRR”, also called 
imagin ing radar ) although it has  the capability t o do so.369 Also, ADAS sensor 
manufacturers also sell different types of sensors to customers in other 
downstream product markets. As such, the customer base for sensor 
manufacturers is very broad and include s many customers using sensors in 
different fields of application.  
(364)  According to the Non- horizontal Merger Guidelines ,370 the incentive to engage 
in customer foreclosure depends on the degree to which it is profitable  in terms 
of the difference between the costs and the gains from not procuring products 
from upstream rivals . The Guidelines state that the costs associated with 
reducing purchases from upstream rivals increases if the upstream division of 
the merged entity is less efficient. In this sense, it is w orth mentioning that ZF 
does not currently supply the whole range of ADAS sensors required by 
Wabco  ([strategic information])371 and that Continental seems to be the market 
leader. Given that ADAS is not a mature market but a nascent market in which 
new players are coming with new solutions, it is likely that the merged entity 
will continue to have incentives to purchase from third parties.  
(365)  According to the Non- horizontal Merger Guidelines,372 the incentive to engage 
in customer foreclosure becomes higher the greater the market shares of the 
                                                 
367  Minutes of the interview with [supplier name]  of 30 July 2019.  
368  Form CO, paragraphs 465 -473. 
369  For example  [strategic information]  (Form CO, paragraph 469 ). 
370  OJ C 265, 18.10.2008, p. 6.  
371  Form CO, paragraph 466.  
372  OJ C 265, 18.10.2008, p. 6, paragraph 70.  
 
80 merged entity ’s downstream operations. However, as explained in previous 
paragraphs, Wabco accounts only for [20 -30]% of the purchases of ADAS 
sensors in the EEA and [10-20]% of purchases Worldwide, making a customer 
foreclo sure strategy by the merged entity unlikely to succeed  in terms of 
financial gain, and therefore reducing the merged entity’ s incentives to engage 
in such a strategy.  
(366)  In conclusion, the Commission considers that the merged entity would not 
have the incent ive to foreclose access to an important customer base.  
8.3.4.3. Overall likely impact on effective competition  
(367)  According to the Non- horizontal Merger Guidelines,373 foreclosing rivals in 
the upstream market by denying competitive access to a significant customer 
base may reduce those rival ’s ability to compete. As a result, rivals 
downstream would be put at a competitive disadvantage which, in turn, may 
allow the merged entity to profitably increase prices or reduce the overall 
output in the downstream market. It is only when a sufficiently large fraction 
of upstream output is affected by the revenue decreases resulting from the 
vertical merger that the merger may significantly impede effective competition 
in the upstream market. When the reduction of competition upst ream affects a 
significant fraction of output downstream, the merger is likely, as with input 
foreclosure, to result in a significant increase of the price level in the 
downstream market and, therefore, to significantly impede competition. 
Effective compet ition on the upstream market may also be significantly 
impeded by raising barriers to entry to potential competitors. In any event, the 
effect on competition must be assessed in light of countervailing factors such 
as the presence of countervailing buyer power.  
(368)  As explained in previous paragraphs, the merger does not affect a significant 
fraction of output upstream; ZF ’s market share for the sale of cameras and 
radars is below 30% both worldwide and in the EEA ( [20-30]% and [20 -30]% 
for cameras in the EEA and worldwide respectively, and [5 -10]% and [10 -
20]% for radars in the EEA and worldwide respectively, in terms of value of 
sales). Therefore, there will remain a sufficient number of competitors 
upstream (such as Continental, Bosc h, Aptiv) to prevent prices from increasing 
in the upstream market and, consequently, in the downstream market.374 
(369)  Moreover, a s also explained in previous paragraphs, the reduction of 
competition upstream does not affect a significant fraction of output 
downstream: Wabco accounts only for [20 -30]% of the purchases of ADAS 
sensors in the EEA and [10-20]% of purchases w orldwide. Therefore, 
upstream rivals will have a sufficient customer base to offer their products and 
remain competitive.  
(370)  Furthermore, OEMs are sophisticated customers with strong buyer power. 
Knorr -Bremse, the only t ier-1 supplier of integrated ADAS systems , has 
entered into a cooperation agreement with Continental, a main competitor in 
the supply of ADAS cameras and radars  and will be able to compete in equal 
                                                 
373  OJ C 265, 18.10.2008, p. 6, paragraphs 72 to 77.  
374  Non-Horizontal Merger Guidelines, OJ C 265, 18.10.2008, p. 6, paragraph 74.  
 
81 footing with the merged entity for future contracts375 with OEMs in the EEA 
and worldwide . 
(371)  In conclusion, the Commission considers that the merged entity will not 
negatively impact effective competition as there will be sufficient competitors 
upstream and customers downstream to compete effectively against the 
merged entity. 
8.3.5. No conglomerate effects  
(372)  The Notifying Party submits that376 the merged entity  would have no market 
power to leverage via bundling or tying strategies; that rivals can offer s imilar 
packages of MCHV components / systems (e.g. Knorr -Bremse and 
Continental) such that they would not be affected by anti -competitive bundling 
or tying; and that the merged entity would have no incentive to engage in 
strategies with a view to foreclosi ng rivals. The Notifying Party states that, on 
the contrary, the Transaction will have pro- competitive effects because the 
combination of the product portfolios of ZF and Wabco will allow the merged 
entity to offer better and more cost- efficient ADAS compo nents and integrated 
systems than either one would be able to do on its own. 
(373)  According to the Non- horizontal Merger Guidelines,377 the combination of 
products in related markets may confer on the merged entity the ability and 
incentive to leverage a strong m arket position from one market to another by 
means of tying, bundling, or other exclusionary practices, thereby causing 
harm to consumers. Tying and bundling are common practices that often do 
not have anticompetitive effects and allow companies to provide  better 
products or offerings in cost -effective ways. However, in certain 
circumstances, these practices may reduce actual or potential rivals’  ability or 
incentive to compete. T he merged entity ’s ability to foreclose is  dependent on 
the merged entity enjoying a significant degree of market power in one or 
more major products (i.e. anchor products). The merged entity’ s incentive to 
foreclose is largely dependent on the profitability of an exclusionary practice, 
for which the relative value of the different products must be taken into 
consideration. Finally , it is only when a sufficiently large fraction of market 
output is affected by the foreclosure that the merger may significantly impede 
competition. The effect on compet ition must be assessed in light of 
countervailing factors such as the presence of countervailing market power.  
8.3.5.1. Possible foreclosure strategies  
(374)  ADAS components ( supplied  by ZF) interact with acting components such as 
braking (supplied by Wabco) and steering (supplied by ZF). Because Wabco is 
active in the brakes market and ZF in the steering market, the merged entity 
could engage in tying/bundling practices of their acting components and 
ADAS components. For example, the merged entity could follow a 
                                                 
375  According  to the  Notifying Party (reply to question 3 of RFI 18), future tenders for ADAS include: 
(i) Iveco: tender open as of […]; (ii)  DAF: open as of […] ; and (iii)  smaller tenders for other truck and 
bus manufacturers from […]. 
376  Form CO, paragraph 499.  
377  OJ C 265,  18.10.2008, p. 6, paragraphs 91 -118. 
 
82 tying/bundling strategy to supply fully integrated ADAS systems in 
combination with braking systems to MHCV OEMs. For the reasons explained 
below, the Commission considers that this is unlikely.  
8.3.5.2. No ability to foreclose  
(375)  According to the Non- horizontal Merger Guide lines,378 the merged entity ’s 
ability to foreclose is dependent on the merged entity enjoying a significant 
degree of market power in one of the markets concerned  (i.e. anchor product ). 
The specific characteristics of the products may also be relevant, for i nstance, 
pure bundling is unlikely if products are not bought simultaneously or by the 
same customers.  
(376)  As indicated in Section  8.3.2, ZF does not have a strong position in the market 
for ADAS cameras and radars  ([20-30]% and [20 -30]% for cameras in the 
EEA and worldwide, respectively, and [5 -10]% and [10 -20]% for radars in the 
EEA and worldwide, respectively, in terms of value of sales) . In the Steering 
systems market , ZF faces strong competition from Bosch , which is  the main 
player , with a market share of approximately [60 -70]% in the EEA , and more 
advanced product development.379 In fact, ZF so far only offers hydraulically  
powered steering (“HPS ”) which cannot interact with ADAS.380 The only 
possible anchor product is therefore Wabco’ s braking system, where Wabco 
competes with Knorr -Bremse.  
(377)  In the sale of braking systems (ABS and EBS) , when looking at all customer 
categories, Wabco  has an estimated  share of approximatively  [50-60]%, in the 
EEA, followed by with K norr-Bremse  with approximatively  [40-50]% in the 
EEA.381 On a global basis, Wabco  has an estimated share of approximatively  
[40-50]%, with K norr-Bremse at approximatively  [30-40]%, and others at 
approximatively  [10-20]%, in terms of volume .382 Hence, two players with 
similar market coverage  are active in  the braking systems market.  
(378)  While Wabco enjoys a [90 -100]% market share in the provision of integrated 
ADAS solutions, such integrated solutions are already a bundled product (at 
the request of OEMs which  do not have the capacities to self -integrate) 
including ADAS components and braking. Moreover, Wabco only provides 
integrated ADAS solutions together with Wabco brakes. Hence, the 
Transaction  does not change anything in that regard. Furthermore, Wabco’ s 
main competitor in this market, Knorr- Bremse, has teamed up with Continental 
to provide integrated ADAS systems and will be able to compete with the 
merged entity for future tenders in the ADAS sphere.383 
                                                 
378  OJ C 265, 18.10.2008, p.  6, paragraphs 95 -104. 
379  Form CO, paragraph 485.  
380  ZF is only in the process of [strategic information] . Reply to question 1 of RFI 35.  
381  Replies to question 4 of RFI 18 and question 1 of RFI 28.  
382  Reply to question 4 of RFI 18.  
383  According  to the Notifying Party (reply to question 3 of RFI 18), future tenders for ADAS include: 
(i) Iveco: tender open as of […]; (ii)  DAF: open as of […] ; and (iii)  smaller tenders for other truck and 
bus ma nufacturers from […]. 
 
83 (379)  Concerning the specific characteristics of the products, ADAS components 
interact with acting components such as braking in order to supply ADAS 
functions. However, while some OEMs buy the bundled product (i.e. 
integrated ADAS solution s from t ier-1 suppliers such as Wabco and Knorr -
Bremse), the majority buy s ADAS components separately from acting 
components  (such as brake systems) .  
(380)  The demand for MHCV  components is characterised by the presence of large 
and sophisticated OEMs with significant buyer power and technical abilities to 
develop products internally  or, alternatively, sponsor new entrants .  
(381)  Already today, Wabco does not engage in any tying or bundling strategy. The 
vast majority of OEMs source ADAS components separately from the braking 
hardware , whereas Wabco only sells the bundled integrated ADAS system to 
those OEMs which  require so given their lack o f internal capabilities to self -
integrate (OEMs which represent less than 30% of the MHCV market) .  
(382)  The merger does not change anything vis -à-vis OEMs which already buy 
integrated ADAS systems from Wabco. One  respondent  to the Commission’ s 
market investigation raised concerns that  the merger could make it more 
difficult for smaller OEMs to request the merged entity to disclose steering and 
braking interfaces to do the system integration by themselves. However, 
according to the Commission ’s market investigation , buying an integrated 
ADAS solution is rather a choice of smaller OEMs (which  lack integrating 
capacities) , than an imposition on the part of providers of integrated ADAS 
solutions .384 Furthermore, OEMs  did not complain about difficulties in 
obtaining disclosure of the necessary interfaces.   
(383)  On the other hand, t he merger between ZF and Wabco is unlikely to have an 
impact in the merged entity ’s ability to impose fully integrated ADAS 
solutions to those OEMs , which  currently purchase ADAS components 
separately and do the integration in -house. OEMs , which  self-integrate ADAS 
solutions represent roughly 80% of the MHVC market . These OEMs have 
strong countervailing buyer power  as well as the ability to self -supply, self -
integrate, and sponsor entry for other suppliers . These OEMs source different 
components separately via highly competitive tenders that are subject to strict 
and detailed requests for quotes (“ RFQs ”) or requests for information 
(“RFIs ”). OEMs, when sourcing a braking system, will specify that it must be 
an “open”  system allowing to accept external brake request signals from any 
                                                 
384  As one respondent to the Commission’s investigation explains, there are advantages and disadvantages 
to using a third -party system integrator: “[…] the business models of suppliers of fully integrated ADAS 
and third -party integrators are somewhat different.  […], suppliers of fully integrated systems amortize 
development cost over multiple customers. Compared to that, engaging third- party integrators is more 
costly. On the other hand, however, when engaging a third- party integrator, the OEM would typically 
also acquire the IP rights in connection with the development work carried out by the third- party 
integrator ”. Another respondent, in the same line: “[t] he development needs should depend on specific 
vehicle development requirements  as well as existing in -house expertise and own IPs. If an OEM is okay 
a solution from a system solution provider they would do so. Or If an OEM may want to apply their 
own/existing IPs, they would work with a system integrator ”. (Replies to question 30.1 of the 
Questionnaire to Competitors).  
 
84 ADAS.385 This way, the OEMs are free t o integrate their ADAS (or an ADAS 
sourced from a third party) with a Wabco  braking system without 
interoperability issues. This applies equally to third -party integrators which  
will have full access to the product specifications and settings of the 
components they have been tasked to integrate. This has been the case, for 
example, with Daimler and Traton, which  have already sourced the next 
generation of Wabco ’s braking system without Wabco ’s ADOPT386 Software 
for ADAS. For the aforementioned reasons, these OEMs can integrate 
Wabco ’s braking system with a non- Wabco  ADAS. This inherent 
interoperability will not change post -merger as it is stipulated in the product 
specifications that are at the sole discretion of the OEMs.387 
(384)  Wabco is under the contractual oblig ation to supply braking systems to most 
OEMs until [strategic information] and this will not be affected by the 
merger.388 Furthermore, ZF does no t manufacture all ADAS sensor ranges, 
making a tying or bundling strategy not feasible, at least in the short run. 
(385)  Finally, ADAS i s a nascent market where new players are coming in with 
various  and innovative solutions . The future market evolutions in the area of 
automated driving are uncertain and the position / strength that the merged 
entity will have in the fu ture ADAS / AD market is also uncertain. In this 
context, it does not seem that the merged entity will “in all likelihood” hold a 
dominant position in the near future.  
(386)  Given Knorr -Bremse’ s similar position to that of Wabco and given customers’  
buyer power, Wabco ’s high market share is unlikely to confer  upon it the 
ability to foreclose rivals through tying or bundling strategies . 
8.3.5.3. The merged entity lacks incentives to engage in foreclosing practices  
(387)  According to the Non- horizontal Merger Guidelines,389 the inc entive to 
foreclose rivals through bundling or tying depends on the degree to which this 
strategy is profitable. In this context, it is relevant to assess the relative value 
of the different products, for example, it is unlikely that the merged entity 
woul d forego sales on one highly profitable market in order to gain market 
shares on another market where turnover is relatively small and profits are 
modes t. The Commission will also consider whether there are effective and 
timely counter -strategies that the rival firms may deploy.  
                                                 
385  Respondents to the Commission’s market investigation stated that “[w] e are currently working on open 
platforms ”, and “[a] s to our knowledge, OEMs can apply a supplier’s ADAS system on other supplier’s 
hardware ” and “[name of OEM] has positive experience within advanced technology projects ”, Replies 
to question 61.1 of the Questionnaire to Customers.  
386  Wabco’s “Autonomous Driving Open Platform Technology” (ADOPT™) includes applications that will 
connect to and be int eroperable with Wabco’s braking, steering, stability control, driveline and 
suspension control systems. ADOPT platform consists of software and interfaces between the various 
actuators in a MHCV (such as steering and braking) and ADAS software that provide s ADAS/AD 
functions. (Form CO, paragraphs 370, 393, 496).  
387  Reply to question 1 of RFI 17.  
388  Form CO, paragraph 492.  
389  OJ C 265, 18.10.2008, p.  6, paragraphs 105 -110. 
 
85 (388)  Knorr- Bremse (Wabco ’s main competitor  in the provision of integrated ADAS 
systems) is Wabco ’s main rival in the sale of braking systems, where Wabco 
has an estimated share of approximatively [50-60]%, followed by K norr-
Bremse with approximatively  [40-50]% in the EEA.390 On a global basis, 
Wabco has an estimated share of approximatively [40-50]%, with K norr-
Bremse at approximatively [30-40]%, and others at approximatively [10-20]%, 
in terms of volume.391 Knorr- Bremse recently acquired Hitachi ’s steering 
business and technology392 and, in September 2018, teamed- up with 
Continental to provide ADAS solutions for MHCV .393 Therefore, the merged 
entity risks losing the market against Knorr -Bremse, if it uses a tying strategy 
which  OEMs could refuse, reducing the merged entity ’s incentives to engage 
in such a strategy. 
8.3.5.4. Overall likely impact on effective competition  
(389)  According to the Non- horizontal Merger Guidelines,394 it is only when a 
sufficiently large fraction of market output is affected by f oreclosure resulting 
from  the merger that the merger may significantly impede effective 
competition. If there remain effective  single- product players in either market, 
competition is unlikely to deteriorate following a conglomerate  merger. The 
same holds w hen few single -product rivals remain, but these have the ability 
and incentive to expand output.  
(390)  As explained in previous sections, ZF has a relatively low market share in the 
upstream market of ADAS components, with [20 -30]% and [20-30]% for 
cameras in th e EEA and worldwide respectively, and [5 -10]% and [10 -20]% 
for radars in the EEA and worldwide respectively, in terms of value of sales).  
(391)  Wabco has a strong market position for the provision of integrated ADAS solutions ( [90-100] % in the EEA and [60 -70]% worldwide in the narrowest 
possible market for OEMs which  do not carry out self -integration activities). 
When considering competition from third- party system integrators, Wabco ’s 
market share is lower ( [70-80]% in the EEA and [50 -60]% worldwide). 
However , (i) Wabco ’s offer of ADAS products covers only a fraction of the 
market, i.e. OEMs which  do not self -integrate, representing less than 30% of 
the MHCV market, and requesting the bundled product by their own motion in view of their lack of capacity to sel f-integrate (the merger does not change 
anything in this regard); (ii) in the brakes system market, Wabco faces strong competition from Knorr -Bremse; and (iii) in the provision of integrated ADAS 
systems and ADAS integration services, Wabco faces competiti on from third-
party system integrators as well as Knorr- Bremse, which  has teamed up with 
Continental. 
                                                 
390  Reply to question 4 of RFI 18.  
391  Reply to question 4 of RFI 18.  
392  See https://www.knorr -bremse.com/en/media/press -releases/knorr -bremse -compl etes-acquisition -of-the-
commercial -vehicle -steering -business -of-hitachi- automotive -systems- ltd-in-japan.json . 
393  See https://www knorr -bremse.com/en/media/press -releases/knorr -bremse -and-continent al-announce -a-
partnership -for-high-ly-automated -driving -in-commercial -vehicles.json . 
394  OJ C 265, 18.10.2008, p.  6, paragraphs 111 -118 
 
86 (392)  Therefore, there remains sufficient competition both upstream and downstream 
and the Commission concludes that the merger will not have a negative impact 
on effective competition.   
8.3.6. Conclusion  
(393)  In light of the considerations in this Section 8.3 , the Commission concludes 
that the Transaction does not raise serious doubts  as to its compatibility with 
the internal market and the functioning of the EEA Agreement with respect  to 
ADAS components and ADAS system integration.  
9. MARKET DEFINITION AND COMPETITIVE ASSESSM ENT CONCERNING THE 
PARTIES ’ ACTIVITIES IN (UPSTREAM ) CLUTCHES AND (DOWNSTREAM ) MHCV  AIR 
COMPRESSORS  
9.1. Introduction  
(394)  ZF offers clutches for pneumatic auxiliary drives such as air compressors.  ZF 
does not produce clutches for other types of auxiliary drives than MHCV air 
compressors.395 
(395)  Pneumatic auxiliary drives equipped with a clutch are disconnected from the 
drivetrain as soon and as long as the pneumatic auxiliary drive is not needed. 
Clutches for pneumatic auxiliary drives open when the cut -out pressure is 
reached and the auxiliary drive, e.g. a compressor, is complete ly separated 
from the engine. Then the abrasion and energy consumption stop.396 
(396)  Wabco produces MHCV air compressors. Air compressors are one 
(pneumatic) type of auxiliary drives . Compressed air is the main source of 
energy for all pneumatic braking systems, air suspensions and clutches in CV. 
The main component of the air management system is the compressor itself. I t 
is typically driven by the vehicle ’s engine and produces the co mpressed air for 
the entire air system.397 
9.2. Market definition s 
9.2.1. Clutches for pneumatic auxiliary drives  
(397)  As regards clutches for auxiliary drives , there is no decisional practice of the 
Commission.  
(398)  With respect to the relevant product market, t he Notifying Pa rty submits that 
clutches for air compressors constitute a separate product market as they are an 
optional, separate component for air compressors. The Notifying Party further 
contends that hydraulic and pneumatic systems differ as they are based on 
                                                 
395  Form CO, paragraph 218.  
396  Form CO, paragraph 221. Contrary to this, conventional pneumatic auxiliary drives in CV, such as 
conventional air compressors, are continuously in operation from start to stoppage of the vehicle’s 
engine. As soon as the compressed -air reservoir tanks are filled, conventional compressors continue to 
run (at a reduced pressure level) and continue to abrade and consume energy.  
397  Form CO, paragraph 226.  
 
87 specif ic technical designs and developments and cannot easily be combined or 
replaced by each other, which seems to indicate separate markets.398 For the 
reason that clutches for air compressors are offered separately and independent 
of other components, the Notif ying Party finally considers that the clutches do 
not belong to a broader, overall market for  air management systems in 
MHCV.399  
(399)  With respect to the relevant geographic market , the Notifying Party holds the 
view that this should be at least EEA -wide but may develop into a global 
market in the future.400 According to the Notifying Party, the product is almost 
exclusively sold in the EEA at the time being. However, the expected potential 
future expansion of the technology may render a global market definition more 
appropriate.401  
(400)  During the market investigation, the majority of respondents that expressed an 
opinion, were of the view that hydraulic  systems on the one hand and 
pneumatic clutches /auxiliary drives systems on the other , are part of separate 
product markets.402 As o ne market participant responded, “[a]ctuation medium 
(air or oil) differ significantly in regard to product design. In regards to power 
density, the size /envelope of hydraulic brake is much smaller vs. air brake. 
Under the hydraulic concept pressure is applied to actuate the brake or 
clutches, while under a pneumatic system it is usually used to release the brake 
(exception service brake).  […] Additionally, systems with hydraulic and 
pneumatics usually have diffe rent applications, respectively LCVs and 
MHCVs. LCVs trucks are mainly operated with hydraulic brakes (no 
pneumatic system). Pneumatic operated truck applications are used on 
MHCVs which are heavier than 7 tons.”403 
(401)  Furthermore, the market investigation resu lts indicate (with  the majority of 
respondents that expressed an opinion)  that clutches for air compressors 
constitute a separate product market.404 As o ne of the respondent s held 
“[c]lutches for air compressors have special technical requirements which 
differ significantly from clutch applications for example on gearboxes. These 
differing technical requirements relate for example to  […] speed of actuation , 
[…] different oils used , […] envelope.405  
(402)  As for the geographic market, the market investigation results  broadly 
confirmed that the geographic scope of selling and purchasing clutches for air 
                                                 
398  Form CO, paragraphs 231 and 232.  
399  Form CO, paragraph 233.  
400  Form CO, paragraph 234.  
401  Form CO, paragraph 234.  
402  Replies to question 80 of the Questionnaire to Competitors and question 94 of the Questionnaire to 
Customers.  
403  Reply of a market participant to question 94.1 of the Questionnaire to Customers.  
404  Replies to question 81 of the Questionnaire to Competitors and question 95 of the Questionnaire to 
Customers.  
405  Reply of a market parti cipant to question 95.1 of the Questionnaire to Customers.  
 
88 compressors is likely to be EEA -wide but has neither confirmed nor rejected a 
global scope of the geographic market.406 
(403)  Based on market investigation results , the Commission finds that the relevant 
product market comprises clutches for air compressors in MHCV.  In line with 
the distinction between the OEM/OES distribution channels on the one hand 
and IAM distribution channel on the other407, there are two separate mark ets 
along the line of these distribution channels.  With regard to the relevant 
geographic market, it can ultimately be left open whether the relevant 
geographic market is global or EEA -wide , since the Transaction does not give 
rise to serious doubts about its compatibility with the internal market and the 
functioning of the EEA Agreement under either of these plausible geographic 
market definition s. 
9.2.2. Air compressors for MHCV  
(404)  In previous decisions, t he Commission considered that air compressors for 
MHCV const itute a separate product market.408 In relation to OEM/OES 
markets, the geographic scope was considered to be  at least EEA -wide.409 
However, the Commission has not concluded on the geographic market 
definition in relation to IAMs.410  
(405)  The Notifying Party endorse s the Commission ’s findings  in its prior decisional 
practice.411 As regards the relevant product market, the Notifying Party 
specifies that it considers air compressors with clutches and without clutches to 
form part of the same relevant product market as th ese two alternatives exist 
among multiple options for OEMs when the OEMs design a new MHCV .412 
As regards the geographic market definition, the Notifying Party points out 
that the market for air compressors for MHCV may develop into a global 
market in the future.413 
(406)  The majority of respondents, having expressed their opinion , are of the view 
that air compressors for conventional MHCVs form a separate product market 
as opposed to air compressors for electrified and hybrid MHCV.414 However, 
contrary to the Notifying Party ’s view, the market investigation results suggest 
that air compressors with clutches and without clutches belong to separate 
product markets. As one of the respondents stated “[t]he air compressor with 
clutch is another variant / version offering additional features (fuel 
consumption  reduction) .” Another respondent explained that “[t]echni cally, air 
compressors with a clutch could be viewed as a variant of air compressors 
                                                 
406  Replies to questions 86 and 87 of the Questionnaire to Competitors and questions 100 and 101 of the 
Questionnaire to Customers.  
407  Section 7.1.1.3  of this Decision.  
408  For example in Case No COMP/M.1342 – Knorr -Bremse/Robert Bosch, paragraph 22.  
409  Case No COMP/M.1342 – Knorr- Bremse/Robert Bosch, paragraph 22.  
410  Case No COMP/M.1342 – Knorr- Bremse/Robert Bosch, paragraph 23.  
411  Form CO, paragraph 236.  
412  Form CO, paragraph 238.  
413  Form CO, paragraph 239.  
414  Replies to question 83 of the Questionnaire to Competitors and question 97 of the Questionnaire to 
Customers.  
 
89 with[out]  a clutch, namely a variant which offers additional features. However, 
air compressors with a clutch offer more a fuel -efficient solution  to supply 
compressed air, although usually at a higher price, than air compressors 
without a clutch.”415  
(407)  With respect to the relevant geographic market, the market investigation points 
towards an EEA -wide market for air compressors and r emai ns inconclusive 
concerning a potential g lobal market.416  
(408)  The Commission considers that , for the purpose s of this D ecision, the exact 
product market definition and geographic market definition with respect to air 
compressors can be left open, as the outcome of the competitive assessment 
would be the same under any plausible alternative market definition. The 
plausible product markets are the market s for (i) air compressors with and 
without clutches ; and for (ii) air compressors with clutches, which should each 
be subdivided according to distribution channel ( OEM/OES on the one  hand 
and IAM on the other) .417 These potentia l product markets are either (i) EEA -
wide or (ii) global in scope .  
9.3. Competitive assessment  
9.3.1. Market shares  
(409)  As regards ZF ’s market shares upstream, the Notifying Party  submits that ZF’ s 
market share upstream in the supply of clutches for auxiliary drives for  MHCV 
air compressors on a global and EEA -wide level418 is roughly [50 -60]%, both 
on the OEM/OES market s as well as on the IAM market s.419 
(410)  Wabco ’s market share s of MHCV air compressors (i)  with clutches as a 
separate market on an EEA -wide or global basis or (i i) air compressors with 
and without clutches combined on an EEA -wide or global basis , both on the 
OEM/OES market as well as on the IAM market  are as follows.420 
  
                                                 
415  Replies to question 85 of the Questionnaire to Competitors and questions 99 and 99.1 of the 
Questionnaire to Customers.  
416  Replies to question 88 of the Questionnaire to Competitors and question 102 of the Questionnaire to 
Customers.  
417  Section 7.1.1.3  of this Decision.  
418  The Notifying Party notes that air compressors with clutches are sold [strategic information]  (Form CO, 
paragraph 234).  
419  Notifying Party’s repl y to question 1 of RFI 21 post -notification of 15 January 2020.  
420  The potential market for air compressors without clutches is not relevant for this Transaction as there are 
no vertical links or horizontal overlaps.  
 
90 Table 19*: Wabco’ s air compressors, worldwide, with and without clutches, 
OEM/OES, 2018421 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [0-5]% [amount]  [0-5]% 
Wabco  [amount]  [40-50]% [amount]  [40-50]% 
ZF-Wabco combined  [amount]  [40-50]% [amount]  [40-50]% 
Knorr -Bremse  [amount]  [20-30]% [amount]  [20-30]% 
Voith  [amount]  [0-5]% [amount]  [0-5]% 
SORL / Asimco  [amount]  [5-10]% [amount]  [5-10]% 
Others  [amount]  [10-20]% [amount]  [10-20]% 
Total  [amount]  100%  [amount]  100%  
 
Table […]**: Wabco’ s air compressors, worldwide, with and without clutches, IAM, 
2018422 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [0-5]% [amount]  [0-5]% 
Wabco  [amount]  [40-50]% [amount]  [40-50]% 
ZF-Wabco combined  [amount]  [40-50]% [amount]  [40-50]% 
Knorr -Bremse  [amount]  [20-30]% [amount]  [20-30]% 
Voith  [amount]  [5-10]% [amount]  [0-5]% 
SORL / Asimco  [amount]  [10-20]% [amount]  [0-5]% 
Vaden  [amount]  [10-20]% [amount]  [10-20]% 
Yumak  [amount]  [5-10]% [amount]  [5-10]% 
Others  [amount]  [5-10]% [amount]  [5-10]% 
Total  [amount]  100%  [amount]  100%  
 
Table […]* **: Wabco’ s air compressors, worldwide, with  clutches, OEM/OES, 2018 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [0-5]% [amount]  [0-5]% 
Wabco  [amount]  [50-60]% [amount]  [50-60]% 
ZF-Wabco combined  [amount]  [50-60]% [amount]  [50-60]% 
Knorr -Bremse  [amount]  [40-50]% [amount]  [40-50]% 
Voith  [amount]  [0-5]% [amount]  [0-5]% 
SORL / Asimco  [amount]  [0-5]% [amount]  [0-5]% 
Others  [amount]  [0-5]% [amount]  [0-5]% 
Total  [amount]  100%  [amount]  100%  
 
  
                                                 
* Should read: “21”.  
421  The market shares are , by and large , the same across 2016, 2017 and 2018 . 
** Should read: “22”.  
422  The market shares are,  by and large , the same across 2016, 2017 and 2018.  
*** Should read: “23”.  
 
91 Table […]* : Wabco’ s air compressors, worldwide, with  clutches, IAM, 2018  
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [0-5]% [amount]  [0-5]% 
Wabco  [amount]  [50-60]% [amount]  [50-60]% 
ZF-Wabco combined  [amount]  [50-60]% [amount]  [50-60]% 
Knorr -Bremse  [amount]  [40-50]% [amount]  [40-50]% 
Voith  [amount]  [0-5]% [amount]  [0-5]% 
SORL / Asimco  [amount]  [0-5]% [amount]  [0-5]% 
Vaden  [amount]  [0-5]% [amount]  [0-5]% 
Yumak  [amount]  [0-5]% [amount]  [0-5]% 
Others  [amount]  [5-10]% [amount]  [0-5]% 
Total  [amount]  100%  [amount]  100%  
 
Table […]**: Wabco’ s air compressors, EEA, with  and without clutches, OEM/OES , 
2018423 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [0-5]% [amount]  [0-5]% 
Wabco  [amount]  [50-60]% [amount]  [50-60]% 
ZF-Wabco combined  [amount]  [50-60]% [amount]  [50-60]% 
Knorr -Bremse  [amount]  [50-60]% [amount]  [50-60]% 
Voith  [amount]  [30-40]% [amount]  [40-50]% 
SORL / Asimco  [amount]  [5-10]% [amount]  [5-10]% 
Others  [amount]  [0-5]% [amount]  [0-5]% 
Total  [amount]  100%  [amount]  100%  
 
Table […]***: Wabco ’s air compressors, EEA , with  and without clutches, IAM, 
2018424 
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [0-5]% [amount]  [0-5]% 
Wabco  [amount]  [50-60]% [amount]  [40-50]% 
ZF-Wabco combined  [amount]  [50-60]% [amount]  [40-50]% 
Knorr -Bremse  [amount]  [30-40]% [amount]  [30-40]% 
Voith  [amount]  [5-10]% [amount]  [5-10]% 
Vaden  [amount]  [5-10]% [amount]  [5-10]% 
Others  [amount]  [5-10]% [amount]  [5-10]% 
Total  [amount]  100%  [amount]  100%  
 
  
                                                 
* Should read: “24”.  
** Should read: “25”.  
423  The market shares are,  by and large , the same across 2016, 2017 and 2018.  
*** Should read: “26”.  
424  The market shares are,  by and large , the same across 2016, 2017 and 2018.  
 
92 Table […]* : Wabco’ s air compressors, EEA, with  clutches, OEM/OES, 2018  
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [0-5]% [amount]  [0-5]% 
Wabco  [amount]  [50-60]% [amount]  [50-60]% 
ZF-Wabco combined  [amount]  [50-60]% [amount]  [50-60]% 
Knorr -Bremse  [amount]  [40-50]% [amount]  [40-50]% 
Voith  [amount]  [0-5]% [amount]  [0-5]% 
Others  [amount]  [0-5]% [amount]  [0-5]% 
Total  [amount]  100%  [amount]  100%  
 
Table […] **: Wabco’ s air compressors, EEA, with  clutches, IAM, 2018  
 Turnover  
(EUR million)  Turnover  
(%) Volume  
(units)  Volume  
(%) 
ZF [amount]  [0-5]% [amount]  [0-5]% 
Wabco  [amount]  [50-60]% [amount]  [50-60]% 
ZF-Wabco combined  [amount]  [50-60]% [amount]  [50-60]% 
Knorr -Bremse  [amount]  [40-50]% [amount]  [40-50]% 
Voith  [amount]  [0-5]% [amount]  [0-5]% 
Vaden  [amount]  [0-5]% [amount]  [0-5]% 
Others  [amount]  [0-5]% [amount]  [0-5]% 
Total  [amount]  100%  [amount]  100%  
 
9.3.2. The Notifying Party ’s view  
(411)  The Notifying Party contends that ZF supplies clutches for air compressors 
[supplier data]  to Wabco and Wabco sources clutches for air compressors 
[supplier data]  from ZF.425 The Notifying Party hence holds the view that the 
competitive dynamic on the market(s) would not change as a result of the 
Transaction .426 In addition, the Notifying Party maintains that there is neither 
an ability nor an incentive for input foreclosure or for customer foreclosure,427 
as, on the one hand, there is a sufficient number of alternat ive suppliers in the 
market and the merged entity would strive for generating efficiencies instead 
of ceasing to supply clutches to other manufacturers,428 and, on the other hand, 
Wabco is already exclusively supplied by ZF and would rather identify 
potentia ls for cost saving than to foreclose access to customers.429  
9.3.3.  The Commission ’s assessment  
(412)  The Commission first notes that the Transaction is unlikely to change anything 
in the IAM markets  with respect to clutches for air compressors as well as air 
compressors . There is no horizontal overlap in the IAM sales of these 
components. Moreover, the vertical link between clutches for air compressors 
                                                 
* Should read: “27”.  
** Should read: “28”.  
425  Form CO, paragraph 240.  
426  Form CO, paragraph 240.  
427  Form CO, paragraphs 247 et seq.  
428  Form CO, paragraphs 247 and 248.  
429  Form CO, paragraphs 250 and 252.  
 
93 and air compressors is between air compressor suppliers and clutch suppliers 
and is not related to IAM sales of compo nents. Therefore , the IAM markets 
will not be discussed further.  
(413)  During the market investigation, no purchaser of clutches submitted that it 
would purchase clutches for air compressors from ZF.430 Several respondents, 
however, took the view that their acces s to ZF’ s clutches would deteriorate 
post-Transaction.431 Two respondents  also indicated that their possibilities to 
sell clutches to Wabco post -Transaction would deteriorate.432 Two respondents  
indicated that, for  market participants sourcing air compressors for MHCV 
from Wabco, it would not be possible to switch to another supplier of air 
compressors without incurring significant costs and efforts should the merged 
entity increase the prices for air compressors post -Transaction.433 However, 
with respect to the likely effect of the Transaction, only one respondent out of 
nine considered that there would be negative effects on the competitive 
situation in the market for clutches for pneumatic auxiliary drives (including 
air compressors);434 and none of the respondents expected a negative effect of 
the Transaction on its own company in respect of clutches for pneumatic 
auxiliary drives (including air compressors) for MHCV.435 Most of the market 
participants expressing an opinion also indicated that such clutches are 
bespoke products.436 
(414)   Despite the high market shares ( as set out in Section 9.3.1 above , the 
Commission considers that the Transaction does not raise serious doubts as to 
its compatibility with the internal market and the functioning of the EEA 
Agreement for the following reasons .  
(415)  First, ZF’s entire production of clutches for air compressors is sourced 
[supplier data]  and Wabco satisfies its entire demand for these clutches by 
purchasing from [supplier data] . This means that no current  supplier of Wabco 
or current customer of ZF in relation to clutches for air compressors can be 
excluded as a result of the Transaction.437  
(416)  Second, as regards potential input foreclosure (i.e. deterioration of access to 
ZF’s clutches), the Commission notes that ZF has in the past tried to gain 
business with other customers than [customer data] but unsuccessfully. For 
example, ZF explained that initially, [customer data]  was the target lead 
customer for ZF ’s air compressor clutch (in 2008/2009). Ultimately, the 
project was industrialised with [customer data] in 2012 instead of [customer 
                                                 
430  Replies to questions 89 to 91 of the Questionnaire to Competitors and questions 103 to 109 of the 
Questionnaire to Customers.  
431  Replies to question 90 of the Questionnaire to Competitors and questions 105 of the Questionnaire to 
Customers.  
432  Replies to question 91 of the Questionnaire to Competitors. A third respondent indicated this response, 
but the Commission does not consider its response to be credible given that it does not manufacture or 
distribute clutches for air compressors . 
433  Replies to questions 107 of the Questionnaire to Customers.  
434  Replies to questions 108 of the Questionnaire to Customers.  
435  Replies to questions 109 of the Questio nnaire to Customers.  
436 Replies to question 82 of the Questionnaire to Competitors and question 96 of the Questionnaire to 
Customers.  
437  [Strategic information] . 
 
94 data] was not driving the project forward. ZF approached [customer data] 
again in 2019 but [customer data] has shown no interest to purchase ZF’ s 
product. ZF is also actively t rying to gain business with [customer data] .438 
The fact that ZF has not succeeded in gaining other customer s than [customer 
data]  demonstrates that customers have other credible choices. In line with the 
conditions applicable to the ability to foreclose acc ess to input439 the 
Commission notes that ZF ’s clutches for air compressors do not appear to be 
an important input for the downstream market. Likewise, considering ZF ’s 
unsuccessful attempts to win further supply contracts for its clutches, ZF 
obviously cannot negatively affect the overall availability of this input for the 
downstream market.440 Finally, even though the supply relationship is factually 
exclusive, this is not the case legally, as ZF ’s attempts to win further business 
show.441 Alternative suppliers of clutches include Tremec/Horbiger which 
currently supplies Knorr -Bremse and has a clutch design very similar to that of 
ZF; YooSung which has a clutch concept different to that of ZF but with the 
same functionality (YooSung currently supplies Navist ar in the US); as well as 
Kendrion and Licos which also both offer clutch actuators for air 
compressors.442 As such, input foreclosure is unlikely.443  
(417)  Third, in relation to potential customer foreclosure (i.e. deterioration of 
possibilities to sell clutche s to Wabco), whilst Wabco represents half of both 
EEA and global demand, the Commission notes that alternative clutch supplier 
are present in the market despite not having supplied Wabco for years (see 
paragraph (411)  above). Hence, Wabco appears not to be  an important 
customer in the downstream market444 and due to its singular sourcing from 
ZF, it is highly unlikely that the Transaction will increase ZF ’s competitors 
costs by, for example, restricting access to Wabco.445 
(418)  Finally,  comments relating to difficulties to switch from Wabco ’s air 
compressors to those of its competitors without incurring significant costs and 
efforts should the merged entity increase the prices for  air compressors post -
Transaction are not merger specific. Unless the Transaction were to lead to 
input foreclosure and thus exit of competing air compressor suppliers (which is 
unlikely, see paragraph (411)  above ), the fact that switching may be costly is a 
characteristic of the market  that is  unrelated to the Transaction. 
                                                 
438  Notifying Party’s reply to RFI 22.  
439  Non-Horizontal Merger Guidelines, paragraphs 33 et seq . 
440  Non-Horizontal Merger Guidelines, paragraph 36.  
441  Non-Horizontal Merger Guidelines, paragraph 36.  
442  [Customer name and strategic information] . 
443  Demand for clutches is also affected by the development of the air compressor products. For example, 
Voith supplies Daimler with conventional air compressors but has recently introduced air compressors 
equipped with a self -actuating effective idling system which serves a similar function to an air 
compressor with a clutch. Sanwa Seiki is developing and alre ady offering a clutch -equipped air 
compressor on its website.  
444  Non-Horizontal Merger Guidelines, paragraph 58.  
445  Non-Horizontal Merger Guidelines, paragraph 60.  
 
95 9.3.4. Conclusion  
(419)  In light of the arguments set out above in this Section  9.3, the Commission 
concludes that the Transaction does not raise serious doubts as to its 
compatibility with the internal market and the functioning of the EEA 
Agreement with respect to the mar kets for (i) clutches for air compressors and 
for (ii) air compressors whether on an EEA -wide or global basis . 
10. MARKET DEFINITION AND COMPETITIVE ASSESSM ENT CONCERNING THE 
PARTIES ’ ACTIVITIES IN VALVE S AND CABIN DAMPERS FOR MHCV 
10.1. Introduction 
(420)  MCHV c abin suspension is primarily achieved by the use of cabin dampers 
(along with other components). Cabin dampers  (also called shock absorbers)  
absorb vibrations or more precisely, vibrational energy, and provide greater 
safety, comfort and stability in the vehicle cabin.446 Vehicle cabins differ in 
size, equipment, and weight. Each different cabin design requires an individual 
spring/damper solution (in this Decision, cabin damper refers to a combination 
of a damper unit and a spring unit).  
(421)  According to the Notifying Pa rty, in general, cabin dampers can be classified 
as follows: steel spring module ,447 air spring module,448 cabin air levelling 
module  (“CALM”)449 and CDC (“ continuous damping control ”) damping 
system.450 
(422)  When OEMs design a cabin suspension system, they have the choice basically 
between451  
(a) Cabin suspension without a height levelling function, and  
(b) Cabin suspension with a height levelling function.  
(423)  More specifically, if OEMs choose a cabin suspension without a height 
levelling function, they have the choice between  
(a) Steel spring modules (consisting of a damper  unit and a spring unit), or  
                                                 
446  Form CO, paragraph 255.  
447  Steel spring modules are used primarily in construction and delivery vehicles as well as tractors ad 
special vehicles, where robustness is important. Steel springs are a mechanical solution and are not part 
of pneumatic or air damping solutions. Form CO, paragraph 257.  
448  Air spring modules are used for driver cabs  with high comfort requirements and for trucks, tractors, 
construction vehicles and special vehicles. The advantage of air spring modules is that they allow ride 
height control with different cabin equipment/loading, they provide constant, comfortable char acteristic 
frequency as well as increased ride comfort. A ir spring modules consist of a damping unit and an air 
spring unit and work alongside bellows and cabin levelling valves. Form CO, paragraph 257.  
449  Cabin air levelling module is an integrated system  providing the same functions as the combination of 
an air spring module and a cabin levelling valve. Form CO, paragraph 257.  
450  With CDC, also a ZF innovation, most of the vibration can be isolated and thus ergonomics are 
improved. This is a sophisticated  cabin damper that provides stability even in critical driving situations 
and safe handling during dynamic driving manoeuvres. Further advantages are more comfort for the 
driver, reduced vehicle wear, reduction in road damage and an increase in cost -effect iveness.  
451  Form CO, paragraph 259.  
 
96 (b) Air spring modules (consisting of a damper  unit and a spring unit)  
(424)  Should OEM s choose a cabin suspension with a height levelling function, they 
can either  
(a) Purchase a damp er unit , an air spring and cabin levelling valves (“ CLV”)  as 
separate components and self -integrate, or  
(b) Purchase an air spring module (consisting of a damper  unit and a spring 
unit) and a CLV and self -integrate, or  
(c) Purchase an integrated solution (which integrates a damp er unit, a spring 
unit and a CLV  (for example, ZF ’s CALM) .452  
(425)  The OEM ’s choice is based on price, space and weight. Integrated solutions 
are lighter, require less space and less assembly effort, but are more costly.  
(426)  As regards cabin dampers, ZF manufact urers and sells (i)  steel modules; (ii) air 
spring modules ; (iii) CALM  and (iv)  CDC d amping system . Only air spring 
modules and CALM are relevant products for the current assessment since 
Wabco ’s CLVs and bellow servo valve (“ BSV ”)453 can only be used in 
conjunc tion with these two products. 
(427)  Wabco manufactures and sells many types of valves (mainly mechanical). The 
majority of the valves Wabco manufactures fall into the category of brake and 
chassis control valves. Amongst these are valves related to the air suspension 
system such as CLVs, BSV s and chassis levelling valves.  
(428)  ZF buys various types of valves. However, it does not buy most  types of 
valves manufactured by Wabco .454 The key exception is a specific BSV, which 
ZF then incorporates in its integrated cabin damper CALM.455 456 Wabco 
provides this BSV only to ZF  and to no other customer (it is a patented, 
bespoke product, designed for ZF ’s CALM).  
(429)  As regards CLVs and chassis levelling valves, Wabco sells these directly to 
OEMs and OEMs then integrate these into their air suspension systems. ZF 
does not  buy CLVs  or chassis levelling valves whether from Wabco or any 
other manufacturer . 
(430)  ZF also sells its CALM cabin dampers together with air spring modules  on the 
IAM. ZF also sells the CALM cabin dampers together with air spring modules  
                                                 
452  Form CO, paragraph 259.  
453  The BSV is integrated into the damper unit of the air spring module and controls air flow as well as 
height levelling by pressurising and venting the cabin air bellows. Form CO, paragraph 25 7. 
454  According to ZF, it sources certain commoditised  valves from Wabco: [strategic information]  worth 
EUR [amount] , [strategic information] worth EUR [amount]  and [strategic information] worth EUR 
[amount] . These were purchased solely for the aftermarket . In other words, ZF sourced these for 
replacement parts and not as input parts to its own products. All these products were resold outside the 
EEA.  
455  ZF manufactures internally certain valves which are used in the cabin damper. Wabco does not 
manufacture  these types of valves (nor does it buy them).  
456  Form CO, paragraph 254.  
 
97 to Wabco and Wabco acts as a re seller to its IAM customers . CALM and air 
spring modules are always supplied by ZF as a bundle  given that CALM is 
always combined with air spring modules (e.g. 2x CALM and 2x air spring 
modules or 3x CALM, 1x air spring module) .457 
10.2. Market definition  
10.2.1. Valves f or cabin dampers  
10.2.1.1. Previous Commission decisions  
(431)  Valves are devices that control the passage of a fluid, gas or other material 
through a pipe or duct.458 The Commission has not previously considered 
valves for cabin dampers. It has considered valves in a more general context 
and came to the conclusion that valves can be segmented into “ control valves ” 
and “isolation valves ”.459 This conclusion was drawn on the basis that  from the 
demand- side perspective, there is no or only little substitutability within  each 
of “control valves” and “isolation valves”, but from a supply- side perspective 
the substitution is by far  greater.460 Although not all control valve 
manufa cturers produce all types of control valves and not all isolation valve 
manufacturers produce all types of isolation valves , in general, all manufacture 
a large variety of valves and every type of valve has a variety of suppliers.461 
Therefore, the Commissio n assessed the Case No  COMP/ M.8207 – 
Emerson/Pentair (valves and controls business)  based on a distinction between 
control valves and isolation valves .462 As regards the geographic market, the 
Commission found for the purposes of its decision  that the geographic market 
for valves was  EEA -wide in scope.463 
10.2.1.2. The Notifying Party’ s view  
(432)  CLVs and BSVs are effectively air suspension valves.  According to the 
Notifying Party, there are four types of air suspension valves: CLVs, chassis 
levelling valves, BSVs and valves with comparable height levelling and air 
flow functionalities.  
                                                 
457  Form CO, paragraphs 260 and 333 et seq.  
458  Form CO, paragraph 266: Valves come in several forms and types. Typically, industry reports 
differentiate valves according to their sha pe (e.g. gate valves, ball valves, plug valves, butterfly valves, 
check valves, diaphragm valves and others), their function (on/off valves, safety valves, control valves, 
pressure reducing valves ), their size or the mode of operation (for emergency shut d own, manual or 
actuated) and also consider their end use in various industries.  
459  Case No COMP/M.8207 – Emerson/Pentair (Valves and controls business), paragraphs 7 et seq . Control 
valves are valves used to control conditions such as flow, pressure, tempe rature and liquid level by fully 
or partially opening or closing in response to signals received from controllers that compare a “set point” 
to a “process variable” whose value is provided by sensors that monitor changes in such conditions. . 
Isolation val ves are also referred to as “on -off” valves. They stop or start the flow of a medium but, in 
contrast to control valves, are not able to control flow by partially opening or closing.  
460  Case No COMP/M.8207 – Emerson/Pentair (Valves and controls business), paragraphs 16 and 17.  
461  Case No COMP/M.8207 – Emerson/Pentair (Valves and controls business), paragraph 17.  
462  Case No COMP/M.8207 – Emerson/Pentair (Valves and controls business), paragraph 18.  
463  Case No COMP/M.8207 – Emerson/Pentair (Valves and control s business), paragraph 36.  
 
98 (433)  The Notifying Party submits that the relevant product market is the one of 
“brake and chassis control valves (conventional valves) ”.464 It contends that all 
air suspension levell ing valves used for MHCV belong to the market for brake 
and chassis control valves  for MHCV.  Moreover, there is no need to 
distinguish between different types of air suspension valves.  
(434)  Whilst the Notifying Party concedes that the different types of valves used for 
air suspension are not interchangeable  with other types of valves  from the 
demand- side perspective ,465 it argues a market for brake and chassis control 
valves  is justified  based on supply- side substitutability .466 More specifically, 
according to the N otifying Party, (i) all brake and chassis control valves, 
including valves used for MHCV air suspension ar e mechanically controlled 
valves  that regulate, direct or control the flow of gasses or liquids by opening, 
closing or partially obstructing various passageways;467 (ii) valves used for 
MHCV cabin air suspension are technically and functionally comparable to 
valves used for MHCV chassis air suspension ;468 (iii) a manufacturer of brake 
and chassis control valves will be able to switch production to any kind of 
valve for MHCV cabin dampers and MHCV air suspension, respectively, as 
these valves are relatively simple, low cost and commoditised items;469 (iv) no 
patents are required to produce valves that provide airflow and height levelling 
functions ; and (iv)  conventional valves such as brake and chassis control 
valves are often based on a standard valve type or design which is frequently 
configured to order for the customer . Finally, the Notifying Party argues that 
even manufacturers of industrial pneumatic valve s could easily switch 
production to MHCV mechanically controlled valves. T he product market 
might  therefore  be considered even wider than brake and chassis control 
valves.470  
(435)  As for a possible segmentation by sales channel, i.e. an OEM/OES market on 
the one  hand and an IAM market on the other hand, the Notifying Party 
contends that this would not be appropriate  because valves are generally 
integrated components of cabin, chassis and seat dampers, which are generally 
designed to last for the lifetime of an MH CV. If dampers of MHCVs break, 
they must be replaced as a whole. Only cabin levelling valves (“CLV”) can be 
replaced separately as they come alongside cabin dampers.471 
(436)  As for the geographic market, the Notifying Party considers  the market  to be  
global, or  at least EEA -wide  since472 (i) as valves are small, transport costs are 
low, (ii) customers source around the world and (iii)  no national sales 
structures are necessary.  
                                                 
464  Form CO, paragraph 268.  
465  Form CO, paragraph 270.  
466  Form CO, paragraph 270.  
467  Annex RFI 5 to Form CO, response to question 1.  
468  Annex RFI 5 to Form CO, response to question 1.  
469  Annex RFI 5 to Form CO, response to question 1.  
470  Annex RFI 5 to Form CO, response to question 1.  
471  Annex RFI 5 to Form CO, response to question 1.  
472  Form CO, paragraph 275.  
 
99 10.2.1.3. Commission ’s assessment  
(437)  The Commission first notes that the previous decision relating to  valves as set 
out in section 10.2.1.1 is not directly relevant since it did not relate to brake 
and chassis control valves used for MHCVs.473 However, the Notifying Party 
has used it for inspiration in determining that control valves from one product 
market  without a need for any further sub- division. 
(438)  The Commission takes as a starting point the Notifying Party’ s market 
definition, i.e. that of brake and chassis control valves for MHCV. Due to the 
specific function of control valves (as opposed to other type s of valves with no 
control function) and no evidence to the contrary, the Commission considers 
that a wider market definition than brake and chassis control valves is not 
appropriate (i.e. to include valves used in brakes and chassis but not exercising 
a control function).  
(439)  For the reasons explained below, the Commission considers that brake and 
chassis control valves for MHCV may be sub -divided further . First, the 
Commission notes that , within brake and chassis control valves , there exist 
certain control valves which relate to air suspension (whether cabin air 
suspension or chassis air suspension). Second, within air suspension related 
control valves, there exist different types of control valves:  CLVs, chassis 
levelling valves, BSVs and valves with compar able height levelling and 
airflow functionalities .  
(440)  First, responses to t he market investigation are mixed in term ’s of demand -side 
substitutability  between different types of brake and chassis control valves and 
in particular between valves for air suspen sion and other control valves . Those 
respondents  that expressed an opinion consider that some valves maybe 
interchangeable whilst other s are not. The majority of the respondents , which  
expressed an opinion, held that with respect to different types of valv es used 
for MHCV air suspension only some can be used interchangeably.474 One 
market participant explained that “[e]ven though technical principle is similar 
or same, there is no interchangeability given because of completely different 
boundary conditions and requirements. Airflow characteristics, airflow 
volumes and air pressure are significantly different between the different 
applications (e.g. cabin levelling valves vs. chassis levelling valves). ”475 
Another stated that “[i]n general you have to distinguish between an integrated 
version of the levelling valve in the cabin  damper and a separate version 
where cabin damper and levelling valve are two single components. While 
these are technically and commercially comparable, in general the integrated 
version is more attractive for customers. There are several market players who 
supply valves for the separate version. These are interchangeable. ”476 
                                                 
473  The Emerson/Pentair case did not relate to the automotive sector but rather to other industries. In that 
case,  the Commission did not distinguish by specific end use but rather focused on the division between 
control and isolation valves.  
474  Replies to question 92.1of Questionnaire to Competitors and replies to question 110.1 of Questionnaire 
to Customers.  
475  Reply  to question 92.1.1of Questionnaire to Competitors.  
476  Reply to question 92.1.1of Questionnaire to Competitors.  
 
100 (441)  Responses to the market investigation in respect of supply -side substitutability 
between different types of brake and chassis control valves and in particular 
between valves for air suspension  and other control were also mixed. For 
example, there is no clear view as to whether air suspension (including cabin 
damper) valves are simple, low cost and commoditised products.477 Moreover, 
whilst some replies indicate that supply -side substitutability should be 
possible ,478 others consider that valve technology is quite complex, barriers to 
entry exist and lead times long so question supply- side substitutability.479 
(442)  Given the lack of direct relevance of the Emerson/Pentair decision and the 
inconclusive market investigation on the substitutability of different valves 
within brake and chassis control valves, the Commission considers that it is 
prudent to also assess the effects of the Transaction on the basis of narrower 
markets. In this case, the narrow market with any relevance to cabin dampers 
would be the markets for CLVs and BSVs. Ultimately, it can however be left 
open for the purposes of this Dec ision whether CLVs and BSVs belong to an 
overall all brake and chassis control valve market or whether each of CLVs 
and BSVs belong to distinct product markets as no competition concerns arise 
under either definition.  
(443)  Furthermore, the Commission considers that s egmentation by the sales channel 
– OEM/OES market on the one hand and IAM on the other hand –  is not 
necessary for BSVs for the purposes of this Decision since the BSV Wabco 
manufacturers is not sold on the IAM. As regards CLVs, these are sold on the 
IAM market. However, since ZF neither buys nor sells CLVs, the Transaction 
has no effect on the IAM sales of CLVs. As such, the IAM of CLVs is not 
discu ssed further in this Decision. The relevant potential product markets 
therefore are (i)  brake and chass is control valves to OEM/OES; (ii) CL Vs to 
OEM/OES ; and (iii) BSV. For the purposes of this Decision, it can however be 
left open whether there is an overall market for brake and chassis control 
valves or whether distinct markets for each of CLVs and BSV exist . 
(444)  With regard to the geographic market, a large majority of competitors 
considered the market to have a global character.480 In this context, the market 
participants stated , for example , that  “[a]ll key relevant suppliers have a global 
manufacturing footprint ”,481 “[p]roducts are shipped globally ” and “ [t]he 
                                                 
477  Reply to question 97 of Questionnaire to Competitors.  
478  Replies to questions 92.1.1 and 92.2.1 of Questionnaire to Competitors. For example,  one market 
participant explained that it “ understand [s] that customers tend to purchase different valves for different 
purposes, and so in that sense, they are complementary rather than substitutable. However, each of the 
different valves described above is, we believe, similar in price. We expect that all key valve 
manufacturers are capable of manufacturing all types of valves. As these are "designed in" products: all 
suppliers should be capable of designing a valve to suit the OEM’s technical requirement s.” Another 
voice from the market stated that “[f] rom a technical perspective, these valves are a purely mechanical 
product. They are afforded only a low degree of IP protection. Knowledge of the manufacturer about 
pneumatic/mechanic is necessary, which is  specific to the truck industry. […] From an investment 
perspective, the barriers are quite low for existing valve manufacturers (e.g. for those who have an 
existing production line). For a completely new market entrant, the investments would be very high. ” 
479 Replies to question 92 o f Questionnaire to Competitors.  
480  Replies to question 92.2.1of Questionnaire to Competitors; Replies to question 118 of Questionnaire to 
Customers.  
481  Reply to question 118.1 of Questionnaire to Customers.  
 
101 market can be considered global because the valves are not so much impacted 
by the logistic costs, so the  competition could be considered as global .”482 
(445)  The Commission considers that for the purpose s of this Decision, it can be left 
open whether the geographic market with respect to brake and chassis control 
valves or each of CLVs or BSVs is EEA -wide or global , as the outcome of the 
competitive assessment would be the same under any of these plausible  
alternat ive geographic market definitions.  
10.2.2. Cabin dampers  
10.2.2.1. Previous Commission decisions  
(446)  As regards cabin dampers , according to one previous Commission  decision , air 
spring suspension systems are to be distinguished from other suspension 
systems such as leaf and coil springs.483 A further segmentation exists along 
the distinction between OEM/OES markets on the one hand and IAM on the 
other hand.484  
(447)  In th at previous decision , the Commission found that the relevant geographic 
market is “European”.485 
10.2.2.2. The Notifying Party ’s view  
(448)  The Notifying Party submits that the relevant market is the market for air 
suspension for MHCV  (i.e. suspension systems using air spring dampers) .486 
According to the Notifying Party, i n line with the previous Commission 
decision mentioned above , air suspension should be distinct from other types 
of suspension (for example steel spring suspension) .487 The Notifying Party  
argues  that no distinction should be made between air  suspension system s for 
the chassis, the cabin and the driver seat  as there  are no relevant technical 
differences between the components used for the chassis, cabin and driver seat 
air suspension.488 All air suspension systems consist of a dampi ng unit and an 
air spring unit.  
(449)  If one were to consider only cabin air suspension, no further sub- segmentation 
should be made between conventional cabin suspension and cabin suspension 
with a height levelling function. From a demand -side perspective, an OEM that 
wants a cabin suspension with a height levelling function can either purchase a 
conventional damper and combine it with a CLV, or purchase a  cabin damper  
                                                 
482  Both replies to question 103.1of Questionnaire to Competitors.  
483  Case No COMP/M.3436 – Continental/Phoenix, paragraphs 10 et seq . This decision dealt with air 
springs overall.  
484  Case No COMP/M.3436 – Continental/Phoenix, paragraphs 14 and 15.  
485  Case No COMP/M.3436 – Continental/Phoenix, paragraphs 18 to 42.  
486  Form CO, paragraph 281.  
487  Form CO, paragraph 281.  
488  Form CO, paragraph 285. The Notifying Party further explains that air suspension for MHCV is 
consequently in a sense broader than MHCV cabin dampers. The form er also comprises chassis air 
suspension and driver seat air suspension. In a different sense, it is narrower, as cabin dampers can also 
be steel spring dampers (Form CO, paragraph 284).  
 
102 with an integrated  levelling function.489 From a  supply- side perspective, there 
exists significant substitutability : as all air suspension systems consist of air 
spring modules, there a re no relevant technical differences. This is supported 
by the fact that all manufacturers of air suspension for MHCV produce air 
spring modules.490  
(450)  Finally, the Notifying Party contends that whereas a sub -segmentation into 
OEM/OES markets and IAM is conceivable, this does not apply to a potential 
sub-segmentation along t he different kinds of vehicles, as cabin dampers are 
only used in trucks .491  
(451)  In the Notifying Party ’s view, the geographic market is global or at least EEA -
wide.492 Customers are OEMs, which purchase on a global or at least EEA -
wide basis, no national sales structures are needed and transport costs are low.  
10.2.2.3. Commission ’s assessment  
(452)  Given that Wabco produces two types of valves that are used either in an 
integrated cabin damper (CALM) or pro vided alongside cabin dampers, the 
Commission ’s investigation focused on cabin dampers.  
(453)  First, the Commission investigated whether, as contended by the Notifying 
Party all air suspension systems belong to the same market. However, contrary 
to the Notifyin g Party ’s view, a clear majority of respondents which expressed 
their opinion held that air spring dampers for cabins (and as such air 
suspension for cabins) are not substitutable with air spring dampers for chassis 
or driver seats.493 According to one compe titor, “ [t]hese are different products, 
with different functionality and different end- use application. ”494  
(454)  Second, the Commission investigated whether a distinction should be made  
between the different types of cabin damper  (air spring, steel spring (which  can 
be coil or leaf springs ). In this respect , the market investigation provided 
mixed feedback. On the one hand, respondents stressed the lack of 
substitutability because of “[…] different characteristics. The systems 
architecture requires different solutions/vehicle -infrastructure (e.g. coils are 
passive and don´t use levelling control with valves). Other interchangeable 
solutions we do not know.” but on the other  hand  highlighted that they all serve 
the “[…] same purpose. Air springs are generally regarded as the more 
technically advanced product, offering more comfort to the driver (and as a 
result, typically commanding a higher price), but they effectively fulfil the 
same purpose as coil springs, namely as the “cushion” portion of the 
                                                 
489  Form CO, paragraph 287.  
490  Form CO, paragraph 288.  
491  Form CO, par agraphs 289 and 290. Trailers do not have cabins and the cabin of busses is not separate 
from the rest of the vehicle chassis.  
492  Form CO, paragraph 292.  
493  Replies to question 101 of Questionnaire to Competitors and replies to question 116 of Questionnai re to 
Customers.  
494  Reply to question 101.1of Questionnaire to Competitors.  
 
103 suspension sy stem. A customer can choose to purchase air or coil springs 
alone for a particular vehicle, or a combination of the two.”495  
(455)  Third, the Commission investigated  a further, possible sub- segmentation, 
namely conventional cabin dampers without a levelling funct ion and cabin 
dampers with a levelling function, the majority of the market participants, 
which  expressed their opinion, viewed that these types of cabin dampers are 
interchangeable.496 As one respondent stated, “ [b]asically, they [ i.e. cabin 
dampers with an d without a levelling function]  are interchangeable but the 
dynamic behaviour and therefore the comfort level will change.”497 The same 
respondents stresses that the difference between these two types is mainly the 
driver ’s comfort: “[f]rom the perspective o f customers / users, the balance of 
the cabin is an important feature. Cabin balance is directly noticeable or 
feelable by the driver. Accordingly, the cabin levelling function is a relevant 
comfort characteristic for a truck to which customers pay attenti on.”498 
Another voice from the  market confirmed  that “[f]rom a customer perspective, 
conventional cabin dampers without a levelling function and cabin dampers 
with a levelling function are interchangeable .”499 As a reason, this market 
participant submits that “[w]ith respect to the former (i.e., cabin dampers 
without a levelling function), the customer merely needs to source that 
additional component (the valve) from a third party, and integrate into the 
system There are efficiencies for the customer in purchasing a single 
integrated unit (such as from ZF), but from a price perspective, both options 
are comparable and actively compete with each other regularly.”500 
(456)  The Commission considers that in light of its  market investigation , the relevant 
product market for the purposes of this D ecision is that o f cabin dampers for 
MHCV with or without a levelling function given that the levelling function 
can be added by purchasing a CLV (or alternatively buying an integrated cabin 
damper) . This effectively means that steel and air spring modules also belong 
to the same product market.  The Commission notes in particular that it does 
not consider that a separate market exists for integrated cabin damper modules 
(CALM or equivalent). As explained in Section 10.1, OEM customers can 
choose between three options when opting for a solution with a height 
levelling function. The Commission considers that these three options are 
interchangeable at the time that the OEM is making its system design choice.   
(457)  Finally, in line with the gene ral segmentation  in the MHCV industry as regards 
components and systems , there are distinct markets for cabin dampers for 
MHCV on the OEM/OES market and the IAM.  
(458)  With respect to the relevant geographic market,  most of the respondents which  
expressed an opi nion submitted that the market for cabin dampers is global.501 
                                                 
495  Both quotes from replies to question 100.1of Questionnaire to Competitors.  
496  Replies to question 102 of Questionnaire to Competitors.  
497  Reply to question 102.1 of Questionnaire to Competitors.  
498  Reply to question 102.1 of Questionnaire to Competitors.  
499  Reply to question 102.1 of Questionnaire to Competitors.  
500  Reply to question 102.1 of Questionnaire to Competitors.  
501  Replies to question 104 of Questionnaire to  Competitors.  
 
104 As one market partici pant stated , the “[g]eographic market is at least EEA 
wide, if not global in scope. Products are shipped globally .”502 
(459)  Regarding the relevant geographic market, the market investigation points 
towards a global market for cabin dampers. The investigation has not provided 
any indications that the conditions for competition in cabin dampers would not 
be sufficiently hom ogenous on the global scale. However, the Commission 
considers that for the purpose s of this Decision, it can be left open whether the 
geographic market with respect to cabin dampers for MHCV is EEA -wide or 
global , as the outcome of the competitive assessment would be th e same under 
either alternat ive geographic market definition.  
10.3. Competitive assessment  
10.3.1. Market shares brake and chassis control valves ( upstream ) 
(460)  Wabco ’s market shares upstream  in the market for brake and chassis control 
valves are as follows .503 
Table […]* : Sales and market shares of brake and chassis control valves (MHCV) to 
OEM/OES worldwide in 2018 
Company  Sales  
(EUR million)  Market share  
(%) 
ZF [amount]  [0-5]% 
Wabco  [amount]  [30-40]% 
ZF-Wabco combined  [amount]  [30-40]% 
Knorr -Bremse  [amount]  [20-30]% 
Haldex  [amount]  [10-20]% 
SORL  [amount]  [5-10]% 
Barksdale  [amount]  [0-5]% 
Others  [amount]  [10-20]% 
Total  [amount]  100%  
Source:  Form CO, table 120.  
Table […]** : Sales and market shares of brake and chassis control valves (MHCV) 
to OEM/OES in the EEA in 2018  
Company  Sales  
(EUR million)  Market share  
(%) 
ZF [amount]  [0-5]% 
Wabco  [amount]  [60-70]% 
ZF-Wabco combined  [amount]  [60-70]% 
Knorr -Bremse  [amount]  [10-20]% 
Haldex  [amount]  [10-20]% 
Barksdale  [amount]  [0-5]% 
Others  [amount]  [0-5]% 
Total  [amount]  100%  
Source:  Form CO, table 121.  
                                                 
502  Replies to question 104.1 of Questionnaire to Competitors.  
503  The Notifying Party submits that Wabco is not capable of estimating their exact sales volumes and 
market shares (Form CO, paragraph 300). Therefore, the market shares have been provided only based 
on value.  
* Should read: “29”.  
** Should read: “30”.  
 
105 Table […]* : Market shares of CLV sales to OEM/OES  in the EEA and globally, in 
2018 
Company  Market share  
(%) 
Wabco  (EEA -wide)  [70-80]% 
Wabco  (global)  [30-40]% 
Source:  Form CO, paragraphs 308 and 309.  
(461)  As regards BSVs, the Commission notes that Wabco has a [90 -100]% market 
share for the type of BSV it provides to ZF. It is a patented bespoke product 
specifically designed for CALM. It cannot be supplied to anyone but ZF and is 
not interchangeable with any other BSV.  
10.3.2. Market shares cabin dampers ( downstream ) 
(462)  The Notif ying Party submitted the following market shares for cabin dampers 
for the OEM/OEM market as well as the IAM, both on an EEA -wide and 
global level.504 
Table […] **: OEM/OES sales of  MHCV ca bin dampers in the EEA, in 2018505 
Company  Sales  
(EUR million)  Sales  
(%) 
ZF [amount]  [60-70]% 
Wabco  [amount]  [0-5]% 
ZF-Wabco combined  [amount]  [60-70]% 
Tenneco  [amount]  [30-40]% 
Maysan Mando  [amount]  [0-5]% 
Others  [amount]  [0-5]% 
Total  [amount]  100%  
Source:  Form CO, table 126 . 
  
                                                 
* Should read: “31”.  
504  Even though the Commission considers the market to comprise all cabin dampers, for sake of 
completeness, the Commission notes that if one were to only consider  air spring cabin dampers and 
exclude steel cabin dampers, ZF’s market share for OEM/OES sales of air spring cabin dampers would 
be [50-60]% in the EEA, followed by Tenneco with [40 -50]%, and Maysan Mando with [0 -5]%. As 
such, these shares do not differ fr om the overall cabin damper market.  
** Should read: “32”.  
505  The market shares were largely the same in 2016 and 2017 (Form CO, tables 127 and 128).  
 
106 Table […]* : OEM/OES sales of  MHCV cabin dampers worldwide , in 2018506 
Company  Sales  
(EUR million)  Sales 
(%) 
ZF [amount]  [40-50]% 
Wabco  [amount]  [0-5]% 
ZF-Wabco combined  [amount]  [40-50]% 
Shanchuan/Xichuan  [amount]  [10-20] % 
Tenneco  [amount]  [10-20]% 
Gabriel India  [amount]  [5-10]% 
Cofap  [amount]  [0-5]% 
Maysan Mando  [amount]  [0-5]% 
Others  [amount]  [10-20]% 
Total  [amount]  100%  
Source:  Form CO, table 126 . 
Table […]** : IAM  sales of  MHCV ca bin dampers in the EEA, in 2018  
Company  Sales  
(EUR million)  Sales 
(%) 
ZF [amount]  [20-30]% 
Wabco  [amount]  [0-5]% 
ZF-Wabco combined  [amount]  [30-40]% 
Tenneco  [amount]  [20-30]% 
Others  [amount]  [40-50]% 
Total  [amount]  100%  
Source:  Form CO, table 129 . 
Table […]* **: IAM  sales of  MHCV ca bin dampers worldwide , in 2018 
Company  Sales  
(EUR million)  Sales 
(%) 
ZF [amount]  [10-20]% 
Wabco  [amount]  [0-5]% 
ZF-Wabco combined  [amount]  [10-20]% 
Tenneco  [amount]  [30-40]% 
Others  [amount]  [40-50]% 
Total  [amount]  100%  
Source:  Form CO, table 129.  
10.3.3. Input and customer foreclosure  
(463)  The Commission notes that there exist no horizontal overlap between the 
Parties in respect of cabin dampers or brake and chassis control valves.  
10.3.3.1. The Notifying Party’ s arguments  
(464)  The Notifying Party contends that the vertical relationship between ZF and 
Wabco with respect to valves for MHCV cabin dampers does not result in a 
significant impediment to effective competition within the meaning of Article 
2 Merger Regulation.507 
                                                 
* Should read: “33”.  
506  The market shares were largely the same in 2016 and 2017 (Form CO, tables 127 and 128).  
** Should read: “34”.  
*** Should read: “35”.  
 
 
107 (465)  The Noti fying Party holds the opinion that competitive dynamics will not 
change post -Transaction.  It explains that the vertical link only relates to 
Wabco ’s BSVs for integration into CALM but not for other ZF cabin dampers , 
as W abco ’s BSVs are specifically designed for CALM. The design for 
Wabco ’s specific BSV is patented, and Wabco ’s BSV is designed based on 
ZF’s specifications. ZF would not be able to source it from other suppliers 
currently. Likewise, Wabco cannot supply the BSV developed for ZF to other 
downstr eam players.508 
(466)  With respect to the ability of the merged entity to foreclose any other 
manufacturers of cabin dampers from supplies of valves, the Notifying Party 
argues that there are a sufficient number of alternative suppliers in the market. 
The Notifying Party names inter alia  Freudenberg/Vibracoustic (Germany), 
Haldex (Sweden) and KB (Germany). In the Notifying Party’ s opini on, these 
alternative valves suppliers have established supply relationships with ot her 
suppliers of MHCV cabin dam pers509 Furthermor e, other manufacturer s of 
(brake and chassis ) control  valves could be regarded as potential competitor s. 
In particular, a ny competitor may develop a “ new” BSV with  a different 
technical solution that buy- passes Wabco ’s patent .510 In fact, since ZF’s 
competitors  for cabin dampers do not source any brake and chassis control 
valves from Wabco, the Transaction will have no impact on the competitive 
position of these market participants .  
(467)  According to the Notifying Party,  the merged entity would also have no 
incentive to foreclose o ther cabin damper manufacturers by not supplying 
valves.  On the contrary, the merged entity would rather be interested in 
generating efficiencies. Not only does the Notifying Party consider valv es as 
commoditi sed items that cost approx imately  EUR [amount]  to [amount] per 
piece, but also argues that the revenue generated with valves represents less 
than 1 % of Wabco’ s total revenues and will also represent an insignificant 
part of the revenues of the combined entity post -merger.511  
10.3.3.2. Commission ’s assessment  
(468)  As a starting point, the Commission notes that ZF does not buy brake and 
chassis control valves produced by Wabco apart from one specific valve: the 
                                                                                                                                                   
507  Form CO, paragraph 322.  
508  Form CO, paragraphs 262 and 263.  
509  The Notifying Party names Freudenberg/Vibracoustic (Germany), Tenneco (USA), Shanchuan/Xichuan 
(China), Gabriel (lndia), Magneti Marelli Co fap (Fiat Chrysler Automotive Group, Italy/USA/Brazil), 
Maysan Mando (Turkey) and Koni (Netherlands), Form CO, paragraph 324.  
510  According to the Notifying Party, the technical specification of the BSV mainly lies in the geometric 
requirement to fit into Z F’s CALM and not in the material used or technical know -how required to 
produce BSVs. Whilst the technical design of the BSV is state -of-the-art, it is not difficult for mature 
competitors like KB, Norgren, Kongsberg or anyone eise to develop and produce s uch a valve. The only 
hurdle is the investment needed for the development and tooling, as well as the R&D to come up with a 
technical alternative. However, if another company sought to develop a solution similar to CALM or 
Vibracoustic’s product then this would provide sufficient incentive to develop such a valve (Form CO, 
paragraph 328).  
511  Form CO, paragraphs 325 to 327.  
 
108 BSV which ZF integrates into its CALM.512 ZF does not buy BSVs for cabin 
dampers from anyone else. The Notifying Party has also confirmed that there 
is no potential relationship between ZF and Wabco for additional valves. In 
this respect, the c oncern raised b y some market participants that ZF will no 
longer purchase valves from third party suppliers but rather source solely from 
Wabco cannot arise.513 As such, no customer foreclosure can take place as a 
result of the Transaction in respect of any br ake and chassis control valve.  
(469)  As regards input for eclosure, given that Wabco only sells the BSV to ZF and 
not to anyone else in the market, no input foreclosure can arise in this respect.  
(470)  The only potential foreclosure theory that could arise relates to CLVs. Wabco 
manufacturers CLVs and sells these to O EMs , which  buy separate cabin 
dampers from cabin damper manufacturers such as ZF and then self -integrate 
the CLV and the cabin damper. ZF [strategic information] . Post-Transaction, 
one could potentially argue that the merged entity  could restrict the suppl y of 
CLVs (or supply at worse conditions) to OEMs in order to push its integrated 
CALM solution or its own cabin dampers  (by tying or bundling the sale of 
CLVs with its cabin dampers) . This in turn would reduce competing cabin 
damper competitors ’ sales. Th is concern was raised by one competitor.514 
(471)  However, the Commission considers that this type of foreclosure is unlikely 
for the following reasons. First, the majority of the respondents to the 
Commission ’s market investigation have not raised any concerns.515 In 
particular, no OEM customer has raised any concerns. Second, despite 
Wabco ’s current strong market position in respe ct of CLVs in the EEA, if ZF 
attempted to restrict supply of Wabco ’s CLVs  (whether in an attempt to sell 
more CALM units or through tying or bundling sell  more non integrated cabin 
damper units) , OEMs have sufficient alternative suppliers such as Vibracoustic 
(which also provides an integrated solution) , Haldex and Knorr -Bremse. As 
stated by one larger customer , “we have a long list of suppliers used in every 
tender ”. Another one stated that “we know that there are many suppliers that 
can supply and develop the valves for cabin dampers ”.516 On a global level , 
Wabco ’s market position is weaker, with further competitors present. Third, 
the customers are OEMs which  have a certain amount of buyer power.  
(472)  Finally, the Commission notes that one competitor argued that the Transaction 
would create a monopoly in regard to integrated cabin dampers  as the merged 
entity w ill be able to combine their com petencies with respect to both bellow 
                                                 
512  According to ZF, it sources certain commoditised  valves from Wabco: [strategic information] worth 
EUR [amount] , [strategic informati on] worth EUR [amount]  and [strategic information] worth EUR 
[amount] . 
513  Reply to questions 106.1 of Questionnaire to Competitors.  
514  Reply to questions 106.1 of Questionnaire to Competitors. There is also one concern of unsubstantiated 
character from a respondent who says it is not active in th e market for cabin dampers of CLVs, 
according to which “ [t]he competition in this market will be negative impacted in terms of 
diversification, sources, quality, production capacity, technical evolution, prices ” (reply to 
questions  105.1 of Questionnaire to Competitors).  
515  For example, Vibracoustics, who has a competing integrated cabin damper sys tem to ZF’s CALM 
considers that the Transaction will have no impact on the supply of cabin dampers. See reply to 
question  107 of Questionnaire to Competitors.  
516  Replies to question 113.1 of Questionnaire to Customers.  
 
109 design and valve design in one company, increasing entry barriers  for other 
players .517 In this respect , the Commission first notes  that it does not consider 
that there exist s a separate market for integrated cabin dampers ( see Section 
10.2.2.3). Second, the Commission notes that Vibracoustics will start 
supplying MAN in 2020 with a comparable integrated solution and, as such , 
there is already one competitor who appears to have all t he competences to 
provide  an integrated solution.  Moreover, combining competencies may foster 
innovation and lead to better quality or new products to the benefit of 
customers.  
(473)  For the reasons set out above, the Commission therefore considers that the 
Tran saction will not give rise to serious doubts in respect of cabin dampers and 
brake and chassis control valves sold to OEM/OES overall or specifically in 
relation to CLVs sold to OEM/OES  or BSV whether on an EEA or global 
level .  
10.3.4. IAM sales of cabin dampers  
(474)  ZF sells its CALM cabin dampers and air spring modules on the IAM. ZF also 
sells the CALM cabin dampers and air spring modules to Wabco, which, in 
turn, sells them  to its IAM customers.518  
(475)  ZF treats sales to Wabco as sales to OEMs. Wabco adds a mark -up and resells 
these products to the IAM  when replacements for ZF ’s CALM  are needed . 
Wabco ’s market position in the supply of cabin dampers to the I AM market is 
negligible  and as said, limited to the resale of ZF ’s CALM (Wabco does not 
sell any other cabin damper s). Wabco ’s IAM sales of CALM represent [0 -5]% 
of all cabin damper IAM sales in the EEA and [0 -5]% globally. The merged 
entity ’s combined share of cabin damper sales in the IAM would be [30 -40]% 
in the EEA and [20 -30]% globally. Wabco ’s current activity in respect of 
MHCV cabin dampers on the IAM is  limited to the resale of ZF ’s CALM . 
(476)  Given  that Wabco ’s activity in respect of cabin dampers is limited exclusively 
to reselling ZF ’s cabin dampers to IAM customers, the Transaction will not 
substantively change the competitive situation on the market because: (i)  pre-
Transaction, Wabco ’s IAM customers were (already) sourcing (indirectly) ZF 
cabin dampers; and (ii)  the Parties ’ combined market share is, in any event 
moderate with a relatively small increment . Indeed, the Transaction could 
potentially be beneficial for customers seeking to purchase IAM cabin dampers 
from Wabco if the Transaction removes the double mark -up. 
10.3.5. Conclusion  
(477)  In light of the considerations in this Section 10.3, the Commission considers 
that the Transaction does not lead to serious doubts in respect of its 
compatibility with the internal market and the EEA Agreement with regard to 
IAM  sales of cabin dampers.  
                                                 
517  Reply to questions 106.1 of Questi onnaire to Competitors.  
518  Form CO, paragraphs 333 et seq.  
 
110 11. MARKET DEFINITION AND COMPETITIVE ASSESSM ENT CONCERNING THE 
PARTIES ’ ACTIVITIES IN (UPSTREAM ) CLUTCH SERVOS AND (DOWNSTREAM ) MT 
11.1. Market definition  
(478)  Wabco supplies clutch servos for MT systems. ZF buys clutch servos for its 
MT system s. 
(479)  As regards the relevant product markets in relation to clutch servos, the 
Notifying Party submits that clutch servos is a sub -segment of clutch actuators 
that operate clutches for manual transmission. Therefore, in the Notifying 
Party ’s view, clutch ser vos constitute the narrowest possible market.519 With 
respect to the geographic market of clutch servos, the Notifying Party is of the 
view that the market is EEA -wide. It contends that the conditions of 
competition and the demand characteristics are not sufficiently homogeneous 
on a global basis to assume a global market.520 
(480)  MT systems for MHCV form a distinct market from other transmission 
systems for MHCV.521 With respect to the geographic market of the manual 
transmission, the Notifying Party is of the vie w that, in line with the 
geographic market of clutch servos, also the geographic market of manual 
transmission system is EEA -wide. The Notifying Party further argues that the 
current patterns of purchases of customers differ significantly between the 
EEA ( low volumes, projects that are being phased out) and other regions of the 
world (still large -scale projects).522 
(481)  The Commission notes that according to the Notifying Party’ s explanations, 
“clutch actuator” is a generic (technical) term for several very different 
products based on a similar technical principle (engaging and disengaging of 
the clutch within the transmission). Therefore, a “clutch actuator” as such is in 
the Notifying Party ’s opinion not a product market as the specific products are 
very differe nt depending on the transmission type and technology. A clutch 
servo is only used in manual transmissions. It is a power assistance for the 
human driver who operates the clutch manually (i.e. by pushing the pedal with 
the power of his/her foot and leg). Wi thout the clutch servo, the driver would 
need to invest much more power into the clutch operation. The Notifying Party 
further maintains that clutch servos must not be confused with PCA and CPCA 
as these relate to AMT (and not MT) technology. For both PCA and CPCA the 
clutch operation is done automatically by means of an electronic signal 
releasing the pneumatic support for the transmission (i.e. without the human 
factor). In clutch actuators for AMT (either PCA or CPCA) a clutch servo is 
not needed. The cl utch servos for MT systems cannot be used in AMT 
systems. Therefore, such clutch servos are no sub -segment of clutch actuators 
for AMT systems, such as CPCA and PCA, which is a different technology.523 
                                                 
519  Notifying Party’s reply to question 8 of RFI 19 post -notification of 15 January 2020.  
520  Notifying Party’s reply to question 3 of RFI 28 post -notification of 20 January 2020.  
521  Section 7.1.1.1(C)  of this Decision.  
522  Notifying Party’s reply to question 3 of RFI 28 post -notification of 20 January 2020.  
523  Notifying Party’s submission on clutch servos of 22 January 2020.  
 
111 (482)  In the absence of views from the market investigation,, the Commission will, 
for the purposes of its assessment of potential input or customer foreclosure in 
this Decision, consider the narrowest possible market which is clutch servos 
for MT in MHCV. As regards the geographic market, whilst the Commission 
acknowledges the Notifying Party ’s arguments advocating an EEA -wide 
market, it considers, in line with other MHCV components, that it can be left 
open whether the market is EEA -wide or global.  
11.2. Competitive assessment  
(483)  The Notifying Party submits that Wabco’ s mar ket shares in clutch servos are 
approximately [50-60]% EEA -wide and approximately [40 -50]% on the global 
level.524  
(484)  As regards ZF ’s market shares downstream in MT systems, the Notifying 
Party submits that on the EEA -wide basis, ZF ’s market share is [30 -40]% and 
on the global basis [5 -10]%.525 
(485)  The Notifying Party argues that (i) clutch servos are used only in MTs, which 
is an outdated technology that is virtually no longer used in MHCVs in the 
EEA, at least for new MHCVs ( 75% of current MHCVs in the EEA are fitt ed 
with AMT systems). As an example, it refers to Volvo, which has shut down 
all MT activity in the EEA; (ii) a clutch servo is not a high technology 
product;526 (iii) the clutch servos that Wabco supplies to ZF are all used for 
[strategic information] ; (iv) the total OE demand for clutch servos is only 
approximately USD […]  million in the EEA.  The Notifying Party assumes that 
going forward, the already insignificant demand for clutch servos for new 
MHCVs in the EEA will decrease even further. The overwhelmin g majority of 
clutch servos that Wabco supplies to its OEM customers in the EEA are in fact 
used in trucks outside the EEA ( [strategic information] ).527 
(486)  Furthermore, the Notifying Party maintains that its share of  demand for clutch 
servos is below [0-5]% on a worldwide basis and its purchasing volume for 
clutch servos from Wabco was approximately [amount]  pieces corresponding 
to approximately EUR [amount] million worldwide in 2018.  
(487)  The Notifying Party is therefore of the opinion that the limited vertical 
relationship between the Parties in clutch servos does not affect the  
competitive assessment in the EEA.  
(488)  The Commission notes that in the EEA, the share of MT systems as opposed to 
AMT or AT is approximately 21%528 and that there is a trend towards using 
more AMT or AT systems in the EEA.  
                                                 
524  Notifying Party’s reply to question 9 of RFI 19 post -notification of 15 January 2020.  
525  Form CO, paragraphs 168 and 169.  
526  Notifying Party’s reply to question 9 of RFI 19 post -notification of 15 January 2020.  
527  Notifyin g Party’s reply to question 9 of RFI 19 post -notification of 15 January 2020.  
528  This is based on the figures provided in Form CO, paragraph 169: In 2018, overall [500,000 -600,000]  
transmission units were used in the EEA. Thereof [350,000- 450,000]  were AMT , [100,000 -200,000]  
MT and [0-100,000]  AT. 
 
112 (489)  In particular, in light of the gradual phasing out of the MT technology in the 
EEA, ZF’ s moderate market share in MT in the EEA (and small market share 
globally) and thus limited market share of clutch servo demand, custome r 
foreclosure appears unlikely.  
(490)  As regards input foreclosure, the Commission notes that (i)  other clutch servo 
suppliers exist in the market place, namely Kongsberg529 and Knorr -Bremse;530 
and (ii) if ZF tried to limit Wabco ’s clutch servo sales it would be u nlikely to 
be able to recoup lost sales in increased MT sales given the declining trend of MT demand (in particular in the EEA). On this basis, the Commission considers that the Transaction is unlikely to give rise to input foreclosure in respect of clutch  servos.  
(491)  In light of the considerations in this Section 11.2, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility with 
the internal market and the functioning of the EEA Agreement due to input or customer foreclosure as regards clutch servos for MT for MHCVs.  
12. M
ARKET DEFINITION AND COMPETITIVE ASSESSMENT CONCERNING THE 
PARTIES ’ POTENTIAL ACTIVITIES IN (UPSTREAM ) CPCA S AND (DOWNSTREAM ) 
AMT  SYSTEMS  
12.1. Introduction  
(492)  ZF is active in the manufacture and sale of both AMT systems and CPCAs for 
AMT systems. For its own AMT system (TraXon), ZF manufactures CPCAs in-house.
531 [Strategic information] .532 Therefore, there is a potential vertical 
link between the Parties as Wabco is a potential supplier of CPCAs for AMT system s. 
12.2. Market definition  
(493)  With regard to the relevant product markets, CPCAs for AMT systems for MCHV form a distinct product market from other clutc h actuators such as 
PCAs or ECAs.
533 Also, AMT  systems  belong to a different product market to  
other transmission systems.534 
(494)  With respect to the geographic markets, the market for CPCAs is either EEA -
wide or global.535 The same applies to the geographic market of AMT  
systems.536 
                                                 
529  Kongsberg has been manufacturing clutch servos since 1975 according to its website 
https://www kongsbergautomotive.com/products -services/on -highway/cabin/clutch -actuation -
systems/clutch -servo/ . 
530  Notifying Party’s reply to question 2 of RFI 28 post -notification of 20 January 2020.  
531  Section 5.3.1. 1 of this Decision.  
532  Section 5.1 of this Decision.  
533  Section 5.2.1  of this Decision.  
534  Section 7.1.1.1  of this Decision.  
535  Section 5.2.2  of this Decision.  
536  Section 7.1.2.1  of this Decision.  
 
113 12.3. Competitive assessment  
(495)  The Commission considers that the proposed Transaction does not give rise to 
input or customer foreclosure in respect of CPCAs.  
(496)  The combined market share of the merged entity in respect of CPCAs does not 
change in respect of the EEA as a result of the Transaction. On a global level, 
the increment remains small. As set out in Section 5.3.1.1 above, Wabco’ s 
market share is estim ated to be [0 -5]% in 2020, [0 -5]% in 2021 and [0 -5]% in 
2024 on the global market and [0 -5]% on the EEA -wide market.537  
(497)  At the AMT systems level, ZF is currently the only tier- 1 supplier in the EEA. 
It competes globally with other AMT system t ier-1 supplier s (see 
Section  7.2.1.2) .  
(498)  First, as regards customer foreclosure , ZF already sources CPCAs internally 
for its TraXon AMT system. As such, ZF does not source from any third party , 
who would otherwise be foreclosed by the Transaction . Moreover, there is no 
evidence to suggest that if and when ZF develop its [strategic information] , it 
would not continue to manufacturer the CPCA internally.  
(499)  Second, as regards input foreclosure  as explained in Section 5.3.1.3, CPCAs 
are bespoke products, designed for specific AMT systems. The key is therefore 
once again competition for the market rather than in the market , as explain ed 
in this Section below . 
(500)  With respect to  OEM customers, the Commission considers it  unlikely  that the 
Transaction would result in input foreclosure . First, as explained in Section 5 
above, there are very few customers, which  buy CPCAs and could be 
foreclosed ( [customer name]  and [customer name]  in the EEA). Second, 
alternative suppliers exist as evidenced by [strategic information] . 
(501)  With respect to  competing tier -1 AMT system manufacturers (i.e. customers 
purchasing CPCAs for integration in their AMT systems to be sold to OEMs ), 
the Transaction  does not change the pre -existing situation in the EEA since ZF 
is currently the only tier -1 AMT system sup plier. As regards other parts of the 
world, in respect of new contracts, given Wabco having only a nascent position 
in this market and the existence of other competitors or potential competitors 
such as Knorr -Bremse, Kongsberg or LuK, ZF ’s acquisition of W abco ’s 
CPCA business is unlikely to result in input foreclosure. In the first place, 
Wabco is estimated to hold only a [0 -5]% market share on the global scale in 
[strategic information] . Wabco’ s objective would thus be rather to gain 
additional business an d become established on the market rather than restrict 
the input it could provide on the market. In the second place, both Kongsberg 
and LuK have made investments into CPCA prototypes and presented them in 
2018.538 Apart from the actual competitor Knorr- Bremse, there is, therefore, 
high likelihood that there will be future competitors striving to launch their 
CPCA product on the market and providing an alternative to Wabco’ s CPCA.  
                                                 
537  Section 5.3.1.1  of this Decision.  
538  Notifying Party’s reply to question 5 of RFI 14 post -notification of 9 January 2020.  
 
114 (502)  [Strategic information] , the ability to raise prices does not change as a resu lt of 
the Transaction since once a customer has chosen the CPCA supplier, the 
customer tends to be locked in.  As with AMT controllers, one could argue that 
the incentives of the merged entity may no longer be the same in supplying to 
competing AMT system m anufacturers. However, of [strategic information] , 
only one  customer, [customer] , is a n AMT system supplier. [customer]  is a 
Chinese tier-1 supplier that is launching its AMT system, [strategic 
information] . The arguments set out in paragraph (225)  above  (Section 7.2.3)  
in respect of i ncentives regarding vertical input foreclosure towards [customer]  
in respect of AMT controllers apply equally to CPCAs.  
(503)  In light of the considerations in this Section 12.3, the Commission considers 
that the Transaction does not raise serious doubts as regards its compatibility 
with the internal market and the functioning of the EEA Agreement due to 
input or customer foreclosure as regards CPCAs and AMT systems.  
13. MARKET DEFINITION AND COMPE TITIVE ASSESSMENT CO NCERNING THE 
PARTIES ’ POTENTIAL ACTIVITIES IN (UPSTREAM ) PCA S AND (DOWNSTREAM ) 
AMT  SYSTEMS  
13.1. Introduction  
(504)  Wabco currently sells PCAs to [customer data] .539 ZF currently sources PCAs 
for its AMT system  “AS Tronic” from K norr-Bremse. There is a potential 
vertical link between the Parties as, post -Transaction , Wabco could potentially 
replace Knorr -Bremse as supplier of PCAs to ZF.  
13.2. Market definition  
(505)  With regard to the relevant product markets, PCAs  for AMT systems for 
MHCV form a distinct product market from other clutch actuators such as 
CPCAs or ECAs.540 Also, AMT systems belong to a different product market 
from  other transmission systems.541 
(506)  In line with the potential relevant geographic markets of CPCAs, it can be 
assumed that the geographic market for PCAs is either EEA -wide or global.542 
The same applies to the geographic market of AMT  systems.543 
13.3. Competitive assessment  
(507)  The Commission considers that the proposed Transaction does not give rise to  
input or customer foreclosure in respect of PCAs f or the reasons set out below. 
(508)  As regards PCAs, Wabco ’s market shares is approximately [50-60]% in the 
EEA and [30 -40]% on a global basis .544 ZF’s market share in AMT systems 
                                                 
539  Form CO, paragraph 607: Wabco currently sells its PCA system together with modular add -on AMT 
controller system, advertised as OptiDrive.  
540  Section 5.2.1  of this Decision.  
541  Section 7.1.1.1  of this Decision.  
542  Section 5.2.2  of this Decision for the geographic market for CPCAs.  
543  Section 7.1.2.1  of this Decision.  
 
115 (Section 7.2.2.5)  corresponds to ZF’ s sales of both the TraXon AMT system 
which uses a CPCA and the AS Tronic AMT system which uses the PCA. 
Therefore, only a proportion of ZF ’s downstream market share is in fact 
relevant for PCAs . According to the Notifying Party, [strategic information] .  
(509)  First,  in relation to customer foreclosure, it is highly unlikely that Wabco 
would start supplying PCAs to ZF for ZF ’s AS Tronic product. In the same 
manner as CPCAs, PCA s are bespoke products and their development needs to 
be aligned with the specific AMT system.545 This means that as for any other 
potential supplier of PCAs, Wabco (and ZF) would need to re -develop 
Wabco ’s product to fit into ZF ’s AS Tronic A MT. Given that [strategic 
information] , it makes no commercial sense to invest in R&D to develop and 
change the PCA in the AS Tronic system. Customer foreclosure is therefore 
unlikely. Moreover, the contract with [supplier data]  product is valid until […]. 
Switching from [supplier data]  to Wab co’s PCA would also in all likelihood 
imply that ZF would be in breach of its supply contract. Such non- compliance  
bears legal and hence commercial risks.  
(510)  As regards input foreclosure, the Commission first notes that the data provided 
by the Notifying Part y show s that  the PCA technology is slowly being phased 
out from the overall market for  clutch actuators .546 The Notifying Party expects 
this to take place within the next five years.547 Against this background, given 
that current tenders for next generation tr ansmission systems are nearly all for 
CPCAs, there appear to be limited customers that could be foreclosed. For 
these customers,  alternative suppliers of PCAs remain on the market such as 
Kongsberg and Knorr -Bremse, who are currently supplying PCA to their 
customers.   
(511)  In light of the considerations in this Sections 13.3, the Commission concludes 
that the Transaction does not raise serious doubts as to its compatibility with 
the internal market and the functioning of the EEA Agreement due to input or 
customer foreclosure as regards the markets of PCAs and AMT systems.  
                                                                                                                                                   
544  Notifying Party’s reply to question 1 of RFI 20 post -notification of 20 January 2020.  
545  Notifying Party’s reply to question 4(b) of RFI 14 post -notification of 9 January 2020.  
546  Form CO, paragraphs 609 and 610: Exce pt for one next generation transmission system, all purchaser of 
clutch actuators switch to CPCA, where they have sourced PCAs for the current transmission system. 
Four tenders not awarded yet at the date of this Decision are all tenders for CPCAs.  
547  Notifying Party’s reply to question 1 of RFI 20 post -notification of 20 January 2020.  
 
116 14. CONCLUSION  
(512)  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 D ecision is ad opted in application of 
Article  6(1)(b) of the Merger Regulation and Article 57 of the EEA 
Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President