Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Euro pese 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,  13.5.2020  
C(2020 ) 3254 final  
PUBLIC VERSION  
  
Outotec Oyj  
Rauhalanpuisto 9  
FI-02230 Espoo  
Finland  
Subject : Case M.9585 - OUTOTEC / METSO (MINERALS BUSINESS)  
Commission decision pursuant to Article 6(1)(b) of Council Regula tion 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 2 April 2020,  the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Outotec O yj 
(‘Outotec’, Finland) acquires within the meaning of Article 3(1)(b) of the Merger 
Regulation sole control of the minerals business of Metso Oyj (Finland)  (the 
“Transaction”) .3 Outote c is designated hereinafter as the “Notifying Party ”. 
                                                 
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 ( the “ TFEU ”) has introduced certain chang es, such as the replacement 
of “Community ” by “Union ” and “common market ” by “internal market ”. The terminology of the TFEU 
will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).  
3  Publication in the Official Journal of th e European Union No C 123, 16.4.2020 , p. 51. 
In the published version of this decision, 
some in formation 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information omitted has been replaced by 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 PARTIES  
(2) Outot ec is incorporated in Finland . It is  active mostly in the mineral and metal 
business on a world -wide basis. Outotec develops technologies and services in two 
areas: minerals processing , and  metals, energy and water.  
(3) Metso  Oyj is also incorporated in Finlan d. It is active globally in products and 
services for  the mining, aggregates, and recycling industries . 
2. THE OPERATION  
(4) The Transaction consists of an acquisition of sole control of Metso  Oyj’s minerals 
business (“Metso  Minerals ”) by Outotec.  Outotec and Met so Minerals together are 
referred to as the “Parties”.  The acquisition is based on a Combination Agreement 
and a Demerger Plan of July 2019. Metso Oyj’s will partially demerge so that the 
minerals business will be transferred out of the group. Metso Oyj’s flow control 
business will continue existing independently  under the name Neles . Outotec will 
acquire Metso Oyj’s former minerals business (assets, rights, debts and liability 
relating to the Metso Oyj’s minerals business) and integrate it within its own 
business. Outotec will continue to exist as a legal entity after the Transaction and be 
renamed ”Metso Outotec” . In return for the transfer of this business to Outotec, the 
shareholders of Metso Oyj will receive newly issued shares in Metso Outotec and 
hold approximately 78%  of its shareholding. The economic entity resulting from the 
Transaction  (the “combined entity”) will have an atomistic shareholder structure,4 
consisting of both Metso Oyj’s and Outotec’s shareholders. Therefore, t he combined 
entity will  not be controlled by any of its shareholders after the Transaction . 
(5) The Transaction therefore constitutes a concentration pursuant to Article 3(1)(b) of 
the Merger Regulation.  
3. UNION  DIMENSION  
(6) The Transaction does not meet the jurisdictional thresholds of article 1(2) and 1(3) of 
the Merger Regulation . The Transaction therefore does not have a Union dimension  
within the meaning of Article 1 of the Merger Regulation . 
(7) The case was capable of being reviewed under the national merger control laws of (i) 
Austria , (ii) Bulgaria, (iii) Finland, (iv) Germany, (v) Portugal, (vi) Spain and (vii) 
Sweden.  
(8) On 7 November  2019 , the Parties informed the Commission by means of a reasoned 
submission that the concentration should be examined by the Commission . The 
Commission transmitted the reasoned submission to the Member States. As n one of 
the Member States expressed within 15 working days its disagreement with the 
referral of the case, the Transaction was deemed  to have a Union dimension pursuant 
to Article 4(5) of the Mer ger Regulation.  On 2  December 2019 t he Commission 
                                                 
4  None of Metso Outotec’s shareholders will hold more than 15% of its shares and voting rights. Overall, 
Metso Outotec’s five largest shareholders will hold 32,9% of the combined entity’s shares and voting 
rights. 
 
 
3 informed the Parties accordingly  of the referral  and that the Transaction would have 
to be notified to the Commission . 
4. INTRODUCTION  
4.1. The minerals processing value chain  
(9) Minerals processing includes the proce ss steps following the extraction of the feed 
material from the mine/quarry. In general, the goal of minerals processing activities 
is either (i) the preparation for further use as construction material (in the case of 
aggregates) or (ii) the upgrading to allow for even further processing (by smelting or 
electrolysis) to produce metals or other minerals.  
(10) The following chart, submitted by the Notifying Party, provides an overview of the 
most important steps of the minerals processing business.  
Graph 1: Overv iew of minerals processing business  
 
(11) The Parties’ products become relevant once the feed material has been extracted. 
The first process step following the extraction of the feed material is referred to as 
comminution. The comminution cycle is primarily co ncerned with reducing the size 
of the feed material. The size reduction is necessary to liberate the value minerals 
from the surrounding host rock. This size reduction is typically achieved through 
several stages of crushing and grinding. To achieve an eff icient size reduction 
process, the feed material is classified for size between each of the size reduction 
steps and either carried through to the next step or re -introduced to the previous step 
if the desired particle size has not yet been achieved.  
(12) Once  the desired particle size has been achieved in the comminution cycle, the feed 
material is further processed in several stages referred to as beneficiation. 
Beneficiation activities aim at increasing purity and “processability” of the value 
minerals by se parating the value minerals from the host rock. Typically, the 
beneficiation process steps include, in particular, flotation, magnetic separation 

 
 
4 leaching, dewatering/filtration, washing, thermal drying, and, in certain instances, 
initial thermal processin g steps (such as iron ore pelletizing).  
(13) The Parties’ activities overlap in the supply of several types of capital equipment5 
used in the mining and  minerals industry, where both P arties are long -established 
players.  
(14) More specifically they overlap in relat ion to such equipment for: (i) grinding, (ii) 
flotation, (iii) filtration, and (iv) iron ore pelletizing (and  possible segmentations ). 
The Parties’ activities also overlap with respect to the supply of aftermarket services, 
spare parts and wear parts in re lation to each of these types of equipment.  
4.2. Customers of mining equipment/engineering companies  
(15) The ultimate customers of minerals processing equipment are mining companies. 
Customers are often assisted by specialised engineering companies, in particular ( but 
not only) for greenfield and large brownfield projects.6 
(16) While all mining projects typically involve engineering, the level of involvement of 
engineering companies in a mining project varies. Some engineering companies are 
speciali sed in conducting the  initial study and testing works in order to develop a 
flowsheet for a project.7 
(17) The Notifying Party submits that once a project is started, customers generally 
involve engineering companies to provide engineering, procurement, and 
construction services (t he “EPCs ”) or engineering procurement construction 
management services ( “EPCMs ”): 
 EPC contractors develop the project from commencement to final 
completion, delivering a complete solution, enter into separate agreements 
with vendors and subcontractors (suc h as the original equipment 
manufacturers, referred to as “OEMs”) for the project but on their own 
behalf, carry the risk for the project and guarantee performance of the 
completed project;  
 EPCM contractors are not directly involved in building and constru ction of 
the project, but are rather responsible for the overall management on behalf 
of the customer.  EPCM contractors have the duty to supervise, manage and 
co-ordinate construction interface, and run the procurement and negotiate 
contracts with sub -contractors and vendors as the agent of the customer.8 
4.3. Procurement  
(18) The typical key steps leading to the procurement of a minerals processing 
equipment, from a customer’s perspective, can be summarised as follows:  
                                                 
5  “Capital equipment” refers to standalone pieces of machinery to fulfil a certain function. All other sales 
are considered as aftersales (spare and wear parts) and services.  
6  Form CO, paragraph 1103.  
7  Form CO, paragraph 1128.  
8  Form CO, paragrap h 1130.  
 
 
5  first, a customer may engage an EPC(M) for feas ibility studies. OEMs  can 
sometimes be involved at this stage, especially if no EPC(M) is hired. Certain 
mining companies may also have the relevant in -house engineering 
capabilities to conduct feasibility studies and thus not require the intervention 
of an EPC(M);   
 second, either the mining company or the EPC(M) organi ses a tender to 
procure mining equipment from equipment suppliers (OEMs) on the basis of 
a request for quotations (“RFQ”). After the tender has been awarded, the 
selected OEM may conduct addi tional engineering work to finalize the line 
(“flowsheet”);  
 third, once order for the equipment has been placed by the mining company, 
the OEM procures parts and/or components from its own suppliers;  
 the fourth and final step consists in shipping the compo nents and/or 
equipment to the customer’s site, and installing the equipment on site.9 
(19) The entire process can take several years from initial feasibility studies to the final 
procurement decision and installation.  
(20) According  to the Notifying Party, EPC(M)s have significant influence on the 
procurement process for mining equipment. The Notifying Party submits that 
EPC(M)s take the lead and act as integrators of the entire mining project  in around 
40-50% of global cases. The involvement of EPC(M)s tends to be more extensive 
with the larger and more complex projects, but EPC(M)s are also involved in smaller 
projects.10 In cases where EPC(M)s do not have the leading role, mining customers 
typically rely on their in -house services to ensure the proper performance o f the 
mining project.11 
4.4. Manufacturing of capital equipment  
(21) The Parties operate under a so -called “asset -light” business model. This means that 
neither Metso Minerals or Outotec have their own production capabilities for their 
core (large) minerals processin g equipment, with some limited exceptions.12 Instead, 
both Parties outsource the manufacturing of the required components and parts to 
third parties. Outotec and Metso Minerals own the required patents, expertise, 
technical drawings, and engineering capabil ities to produce most of their mining 
equipment.13 
(22) The Notifying Party explains that minerals processing equipment for mining 
applications is not “off -the shelf” equipment, but “engineer to order” and tailored to 
                                                 
9  Form CO, paragraph 1160.  
10  Form CO, paragraph 1134.  
11  Form CO, paragraph 1137.  
12  Outotec only has four production facilities (three in Finland and one in China), see Form CO, paragraph 
1064.  
13  Form CO, paragraph 1059.  
 
 
6 each project, and can differ significantly b etween mining projects. Suppliers  thus 
source components from a number of alternative suppliers located across the globe.14 
(23) The assembly of the mining equipment is then carried out on -site at the mine or 
plant. The assembly of mining equipment is usually do ne by EPC(M) firms (who 
hire sub -contractors), while the supplier who provided the equipment sends 
supervisors on site to oversee it. Assembly can also be done by customers with in -
house engineering expertise, under the supervision of the OEM.15 
5. RELEVANT MARKETS  
5.1. Product market definition  
5.1.1.  Grinding  
5.1.1.1.  Grinding capital equipment  
(24) Grinding is a powdering or pulveri sing process using the rock mechanical forces of 
impaction, compression, shearing, and attrition. Grinding machinery is used to 
achieve a size reduction o f the feed material (the ore) and to liberate the individual 
minerals therein. Grinding machinery is part of the comminution (size reduction) 
cycle, and  can be distinguished from crushing equipment because the particle size 
achieved through grinding is sma ller. 
(25) The Notifying Party submits  that there are three basic methods for applying energy  
to feed material in a grinding mill in mining applications: tumbling, stirring, and 
vibration. In addition, high pressure  grinding rolls  (referred to as “HPGRs”)  can b e 
used for further size reduction.  Moreover, the Notifying Party submits that g rinding 
is typically achieved through the combinatio n of several grinding stages to achieve 
the desired end product . Several  types of grinding mills could thus be used to 
achiev e an intended  size reduction.  
(26) According to the Notifying Party, t he selection of a certain mill type and its interplay 
in the overall grinding circuit is a  complex process. In addition to the operational 
considerations regarding the effective  power range o f the mill (usually expressed in 
kw), the customers’ main objective is to balance efficiency, capital expenses 
(“CAPEX ”), and  operating expenses  (“OPEX ”) while obtaining the desired grinding 
result . 
(27) According to the Notifying Party, t ypical decision factor s for a mining company 
when purchasing a grinding mill include (i) the required installed power ( which is a 
function of the characteristics of the feed  material (including hardness of the mineral, 
rock, or ore; variability of the ore in the  mine), capacity  needed), (ii) the energy 
efficiency of the application in each mill type, (iii)  energy  costs , (iv)  the 
desire/capacity to have similar/common equipment with other  applications in the 
plant, (v) the desired output (i.e., required product gradation,), (vi) the space  
                                                 
14  Form CO, paragraph 1063.  
15  By way of exception, Outotec assembles its filters in its own factor ies and f ilters are then shipped to 
customer site.  See Form CO, paragraph 1064.  
 
 
7 available in the processing plant  and (vii) other  cost considerations (both for the 
initial purchase and  on an operating basis).16 
(28) In the Notifying Party’s view, geographic factors do not play a significant role  when 
choosing a certain mill type. While minor pieces of auxiliary equipment  (including 
lubrication and motors) need to be adapted to the operating conditions ( e.g., a mill 
operated in Siberia vs. a mill operated in Sub -Saharan Africa), the mill type as such 
is agnost ic to geographic consid erations as long as it can achieve the desired 
grinding result.  
(29) According to the Notifying Party , there is a high degree of overlap in capabilities for 
the different types of mills. In essence, w hile at the extremes (in terms of feed  
material size and outp ut size) there is a degree of  differentiation  between the 
different mills , on balance  grinding mills have , according to the Notifying Party,  a 
high degree of overlap in their capabilities.   
(30) The efficient use of different types of mills may impose  further p ractical limitations. 
For instance , certain mill types may be more efficient to achieve a certain size 
reduction than others.  Further, certain mill types have a range of applications that is 
more suited to specific  grinding application (allowing the mill t o operate within its 
efficiency range).  
(31) In the Notifying Party’s view, t wo of the most important factors regarding the 
appli cation range of a specific mill type are the  so-called “F100” and the “P80” 
ranges. T he “F100” range is the  largest expected feed ma terial that will be fed to the 
mill. The “P80” range is a size  where 80% of the output material will be below the 
defined size. According to the Notifying Party , there is no industry standard 
regarding the total application range  or on the efficiency range s of the individual mill 
types.17 
(32) From a technical point of view, the following basic grinding mill types can be 
distinguished: tumbling (horizontal) mills, stirred (vertical) mills,  vibrating mills and 
HPGRs.   
Tumbli ng (horizontal) mills  
(33) Tumbling mills co mprise a horizontally rotating drum (horizo ntal mills). T he 
different types of tumbling mills can differ in size and operation.  A distinction can 
be made between a utogenous (“AG”) an d semi -autogenous (“SAG”) mills, which 
are both are used for primary  grind ing, i.e. the fir st grinding stage post -crushing . 
(34) AG mills use the feed material as grinding media , therefore  they do not require  
additional grinding media such as steel balls. Grinding is achieved by colliding  rock 
on rock or via rock impact on the mill s hell liners. SAG mills also use the feed 
material as grinding media, plus (mainly  forged steel ball) grinding media.  
(35) Other types of horizontal mills include rod, ball, and pebble mills. The design of 
ball, rod, and pebble mills is similar to AG and SAG mi lls, the main  difference being  
                                                 
16  Form CO , paragraph 203.  
17  Form CO, paragraph 211.  
 
 
8 the grinding media used to grind the feed material and the ratio of mill  diameter to 
length.  
Stirred  (vertical)  mills  
(36) Stirred mills have a rotating shaft inside a tank, stirring the feed material and 
grinding  media. Size redu ction is mostly achieved by attrition and abrasion. Stirred 
mills are  typically used in later stages of the grinding circuit to achieve finer particle 
sizes and  improve grade and/or recovery.  
Vibrating mills  
(37) Vibrating mills achieve a size reduction through  impact , shearing and attrition. Steel 
balls can be used as grinding media. While vibrating mills are relatively inexpensive 
and simple to install, they typically have a low capacity (s ize limitation) and cause a 
high noise level. Vibrating mills are typic ally used for specialty applications such as 
low throughput and small footprint installations, batch grinding and temperature -
controlled  grinding applications.  
HPGRs  
(38) HPGRs are a product type  in between crushing and grinding as they combine the 
mechanical forces of crushing  between two surfaces and the effect of a coarse 
grinding mill. HPGRs utili se two  counter -rotating rolls in order to crush ore. 
According to the Notifying Party, HPGRs can be used for broad range of processes 
from relatively coarse crushi ng to  grinding for pelletizing. Despite its broad use 
range, HPGRs typically require a  previous crushing stage in the comminution cycle 
to operate properly. 18 
(A) The Parties ’ activities  
(39) The Parties’ activities overlap with respect to tumbling mills and stirr ed mills.19 
More specifically, both Parties offer the main types of tumbling mills, i.e., AG/SAG 
mills, rod mills, ball  mills, and pebble mills , and stirred mills.20 
(B) Commission precedents  
(40) In its decision Metso/Svedala21 the Commission found that a basic disti nction could 
be made between crushers (technically comparable comminution machinery, but 
leading to a coarser result) used for aggregat e production and construction (A&C 
crushers ) on the one hand, and crushers used for mining applications  on the other 
hand . 
(41) In the Metso/Svedala  decision, the  Commission also distinguished minerals 
processing equipment by type and found that grinding mills constituted a separate 
                                                 
18  Form CO, paragraphs 199 -231. 
19  A very mar ginal overlap of activities exists also with respect to HPGRs, where Outotec is virtually not 
active and does not offer any proprietary equipment. Outotec is merely cooperation partner of a third party 
supplier. […]. 
20  Form CO, paragraphs 235 -240. 
21  Comm ission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala, paragraphs 48 to 54.  
 
 
9 relevant product market.22 The Commission considered a possible distinction 
between horizontal tumb ling mills  on the one hand , which could be further 
subdivided into autogenous mills, semi -autogenous mills, rod mills and ball mills, 
other horizontal mills, and vertical mills  on the other hand , but ultimately left the 
question open  whether   these mill ty pes constituted separate product markets.23  
(C) The Notifying Party’s view s 
(42) The Notifying Party submits that the supply of grinding mills for the mining and 
minerals industry constitutes a relevant product m arket, distinct from such 
equip ment supplied to other  industries (e.g., the aggregates industry). The Notifying 
Party submits that the market should however not be segmented by type of gri nding 
mill (tumbling/stirred mills), by size and/or power categories and that tumbling mills 
should not be segmented by t umbling mill type ( AG, SAG, rod, ball, pebble mills ). 
Tumbling ( horizontal ) mills vs. stirred ( vertic al) mills  
(43) The Notifying Party consider s that differences between the types of mills (including 
tumbling vs. stirred) do not warrant distinct relevant produ ct markets. The Notifying 
Party argues that despite the different grinding methods all mills  serve the same 
purpose, i.e., to reduce the particle size of feed materials.  
(44) The Notifying Party submits that the specific choice of grinding equipment is 
typicall y dependent on several factors. While certain types of mills can treat coarser 
material, and others achieve a finer grind, their operating range would typically 
overlap to some degree. A mill circuit is typically designed to achieve an optimum 
combination of different mill types to provide the customer a solution optimised, 
also regarding CAPEX and OPEX, for a full circuit. According to the Notifying 
Party, this further blurs the delineation between the different mills.  
(45) Furthermore, according to the Notifyi ng Party, the bespoke setup of a grinding 
circuit is not limited to the choice and sequence of mills, but also includes a tailoring 
of the mill as such to meet the specific requirements of a mining project.  
(46) The Notifying Party argues that from the supply s ide, there is a significant degree of 
substitutability. First, all major competitors offer all types of tumbling mills. All 
global competitors also offer vertical mills to complete their portfolio. The Notifying 
Party contends that no IP barriers prevent c ompetitors from entering this market. It 
identifies no specific need to obtain access to patents, proprietary know -how, or 
other IP to compete in grinding or stirred mills such that additional suppliers are 
expected to start supplying stirred mills in the near future). Therefore, according to 
the Notifying Party, there are no supply -side considerations mandating a 
differentiation based on the grinding method.  
(47) Consequently, according to the Notifying Party, there would be no relevant barriers 
for a supplier of horizontal mills to expand into the supply of stirred mills.  
(48) The Notifying Party also considers that there are no significant barriers hindering the 
ability of suppliers of other comminution equipment to expand their offerings into 
                                                 
22  Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala, paragraph 47.  
23  Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala,  paragraph 15.  
 
 
10 grinding mills. It e xplains that such suppliers have started supplying stirred mills in 
the last ten years.  
(49) The Notifying Party further submits that, overall, stirred milling is a relatively new 
technology within minerals processing. Due to the depletion of high -grade ores 
globally, much finer grinding would be likely to be required in the future to extract 
the desired minerals. The Notifying Party believes that this development will 
generate additional demand for stirred mills in the future and incentivise additional 
competi tors to start offering stirred mills and existing ones to expand their offering.24 
Size and/or power  categories  
(50) The Notifying Party contend s that the market for tumbling mills should not be 
segmented by mill size and/or mill power .25 The Notifying Party submits these 
explanations with reference to Metso  Mineral ’s technical power band specifications 
and internal mill diameter references which are as follows: (i) small  up to 15 ft (c. 5 
m), (ii) medium 15 – 30 ft (c. 5 m to 10 m), and (iii) large, more than 30 ft (c. 10 m) . 
The Notifying Party argues that the choice between different mill sizes/power 
outputs is primarily capacity -driven. High -capacity mining projects, typically iron 
ore and copper mines, require larger, more powerful mills to fulfil the throughp ut 
requirements than smaller projects (typically gold/zinc/lead mines). According to the 
Notifying Party, the process as such, i.e., the pulverization of the feed material, 
however, would not depend on the mill size/power output . 
(51) Further, the size and/or p ower output of a given mill is typically customi sed to meet 
the specific requirements of the project. Accordingly, mills can be up - and 
downscaled to optimise the performance and achieve the desired outcome and there 
are numerous factors influencing the ch oice of mill type and grinding flowsheet (i.e., 
the composition of the grinding circuit) more generally.  
(52) In the Notifying party’s view, in most instances, a desired result can be achieved by 
several different setups, including the use of several smaller mi lls instead of one 
larger mill, or the use of a ball mill with long retention time instead of a stirred mill 
for fine grinding due to throughput considerations. Customers would therefore not b e 
tied to a specific mill type or size. 
(53) Finally, in the Notifyin g Party’s view, no supply -side arguments justify any 
segmentation by mill size/power output as most major suppliers can offer mills in all 
the main desired sizes and power ranges.  
Different types of tumbling mills (AG, SAG, rod, ball, pebble mills)  
(54) The No tifying Party submits that the market should not be segmented by individual 
tumbling mill type . The main difference between AG/SAG mills  is the addition of 
steel balls as grinding me dia for SAG mills and both types of mills are used at the 
same stage of th e grinding circuit. While AG and SAG mills are not perfectly 
substitutable from a demand -side perspective, the Notifying Party submits that all 
major manufacturers of AG mills also offer SAG mills. The Notifying Party argues 
                                                 
24  Form CO, paragraphs 243 -253. 
25  Form CO, paragraphs 255 -261, paragraphs 391 to 399.  
 
 
11 that because AG/SAG mills are c ustom -designed to meet the requirements of the 
individual mining project, the differences between AG and SAG mills would  not 
justify distinguishing relevant markets for the two types of mills. Similarly, no 
segmentation would be required between rod, ball,  and pebble mills. 26 
(55) The Notifying Party states that on this basis all grinding mill types and  sizes/powers 
are fully substitutable with one another. T he Notifying Party considers that the 
precise market definition can be left open since the Transaction do es not raise 
concerns under any market definition  that the Commission considers to be plausible . 
(D) The Commission’s assessment  
Tumbling ( horizontal ) mills vs. stirred ( vertical ) mills  
(56) The Commission has assessed whether a segmentation between tumbling mills  and 
stirred mills is warranted. Contrary to the Notifying Party’s view, t he results of the 
market investigation indicate  that tumbling mills and stirred mills may form two 
separate product markets. A vast majority of the mining customers that replied to t he 
Commission’s market investigation state s that tumbling mills and stirred mills are 
not substitutable from a demand -side perspective.27 Most customers indicate that 
they would not be likely to switch from one type of grinding mill to another type, 
includi ng between tumbling mills and stirred mills, in the event of a durable price 
increase of 5 –10% for one type of grinding equipment.28 
(57) Moreover, only half the suppliers of grinding equipment that responded to the 
market investigation consider  that tumbling mi lls and stirred mills are substitutable 
from a customers’ point of view.29 A the same time, almost two thirds of suppliers 
consider that their companies would not be able to easily start offering a specific 
type of grinding equipment not yet offered or swit ch between different types of 
grinding mills30 and that such a switch would take longer than two years.31 Only a 
minority of the suppliers who participated in the market investigation indicate s that 
in case of a durable price increase of 5 -10% customers woul d be likely to switch 
from one type of grinding mill to another one.32 This shows that the participants in 
the market investigation do not share the Notifying Party’s views in this respect.  
(58) Therefore , in line with the Commission’s precedent and the results of the market 
investigation, the Commission considers that for the purposes of th is decision a 
possible distinction can be made between tumbling mills on the one hand and stirred 
mills on the other hand.   
Size and /or power  categories  
(59) The Commission has also examined whether tumbling mills should be distinguished 
on the basis of their different power and size based categories  and whether these 
                                                 
26  Form CO, paragraph 254.  
27  Questionnaire to Mining Operators (“Q2”) , replies to question 8.  
28  Q2, replies to question 11.  
29  Questionnaire to Suppliers o f Mining Equipment (“Q1”), replies to question 9.  
30  Q1, replies to question 8.  
31  Q1, replies to question 8.1.1.  
32  Q1, replies to question 12.  
 
 
12 categories may form distinct product markets . The Commission considers that, 
contrary to the Notifying Party’s view,  such a segmentations may be  warranted. 
While approximately half of the customers submit s that a segmentation by size 
and/or diameter is appropriate33 a large majority of suppliers support s such a 
segmentation.34 Both customers and suppliers confirm a distin ction between small, 
medium and large tumbling mills  would be appropriate because the throughput 
requirements of a given grinding circuit can only be met with a mill of the correct 
size.35 
(60) There are however slightly different views between respondents about  the limits 
between the different categories,. Nevertheless , the replies from suppliers and 
customers are broadly consistent with the categorisation considered  in the Notifying 
Party ’s submissions , namely (i) small: 0 – 3,000 kw, (ii) medium: 3,000 – 20,000 
kw, and (iii) large: more than 20,000 kw.36  
(61) Similarly, t he results of the market investigation broadly confirm the size/diameter 
categories considered  by the Notifying Party, namely (i) small: up to 15 ft (c. 5 m), 
(ii) medium 15 – 30 ft (c. 5 m to 10 m ), and (iii) large, more than 30 ft (c. 10 m) .37  
(62) On this basis the Commission considers that the relevant product market for grinding 
equipment could plausibly be segmented into (i) large, (ii) medium and (iii) small 
mills,  for the purposes of this this de cision being categorised as follows: (i) small up 
to 15 ft (c. 5 m), (ii) medium 15 – 30 ft (c. 5 m to 10 m), and (iii) large, more than 30 
ft (c. 10 m).   
(63) Therefore, the Commission considers that, for the purposes of th is decision, it will 
consider a possi ble segmentation according to the following  power and/or size 
segment ranges:  (i) small: 0 – 3,000 kw /up to 15 ft (c. 5 m) , (ii) medium: 3,000 – 
20,000 kw /15 – 30 ft (c. 5 m to 10 m) , and (iii)  large: more  than 20,000 kw /30 ft (c. 
10 m) .38 
Different types o f tumbling mills  (AG, SAG, rod, ball, pebble mills)  
(64) The Commission has further considered a possible differentiation between AG, 
SAG, rod, ball and pebble mills  to the extent that they may form distinct product 
markets . The Commission considers that, contr ary to the Notifying Party’s view, 
such a segmentation may be warranted. T he vast majority of customers that 
participated in the market investigation indicate s that rod, ball and pebble mills are 
not substitutable, while the substitutability of AG and SAG mills is supported by a 
vast majority of customers .39 
                                                 
33  Q2, replies to question s 5, 5.1. 1.  
34  Q1, replies to question 5.  
35  Q1, replies to question 5.1. Q2, replie s to questions 6, 6.1.  
36  Q1, replies to question 5.1. Q2, replies to question 5.1.  
37  Q1, replies to question 5.1. Q2, replies to question 5.1.  In the absence of standard categories, the 
respondents to the market investigation used possible power and size  categories that marginally varied 
between the different respondents.  
38  Q1, replies to question 5. 1. 
39  Q2, replies to question 12.  
 
 
13 (65) Similarly, suppliers of grinding equipment indicate that these types grinding 
equipment are, for the most part, not substitutable. For rod, ball and pebble mills , a 
majority of respondents indicate s that they are not substitutable, while a majority 
confirm s the existence of supply side  substitutability between AG and SAG mills, 
because the main difference between AG and SAG mills is whether grinding media 
are used or not while the mills are similar.40  
(66) Accordingly, in line with the Commission’s precedent41 and the results of the market 
investigation, the Commission considers for the pur pose of this decision that rod, 
ball and pebble mills may form distinct relevant product markets .. Conversely, the 
Commissio n considers that AG and SAG  mills  may belong to  the same product 
market  for the purpose of this decision.  
(67) In any event, regarding the possible segmentations of the grinding equipment 
discussed at paragraphs 56 to 66 for the purpose of this decision, the ex act product 
market definition can be left open as the Transaction does not raise serious doubts as 
to its compatibility with the internal market  or the functioning of the EEA 
Agreement under any product market definition discussed above.  
5.1.1.2.  Grinding aftermark ets 
(68) According to the Notifying Party, the aftermarket for grinding includes three main 
categories of products or services, namely (i) spare parts (worn out/broken 
components that are not designed to be replaced regularly), (ii) services (labour to 
maintain  and/or repair the equipment, including the installation of wear and spare 
parts), and (iii) wear parts  (parts that are subject to wear and tear, typically in direct 
contact with the feed material) designed to be replaced regularly.42 
(A) The Parties’ activitie s 
(69) Both Parties offer spare parts, services, and wear parts for grinding mills; the 
Notifying Party notes that Outotec’s activities in this area are very limited.43 
(B) Commission precedents  
(70) The relevant product market for grinding aftermarket services, spare an d wear parts  
has not been previously examined by the Commission . 
(C) The Notifying Party’s view  
(71) The Notifying Party considers that the aftermarket for grinding mills is distinct from 
the market for capital equipment, in particular, because customers would sour ce 
aftermarket parts and services separately from the capital  equipment. In addition, the 
Notifying Party argues that they source much of the service, spare and wear parts 
from suppliers other than the equipment suppliers , such as engineering houses, 
                                                 
40  Q1, replies to question 13.  
41  This is in line with the Commission’s considerations in its Metso/Svedala decision (excep t for pebble 
mills which was not considered) where the Commission ultimately left the market definition open. See 
Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala,  paragraph 15  
42  Form CO, paragraph 451.  
43  Outotec is active almost ex clusively with re spect to its own installed base, Form CO, paragraph 453.  
 
 
14 indep endent parts suppliers, wear part suppliers, or the suppliers’ own equipment 
providers . Furthermore, many customers would have their own internal service 
departments. At the same time, the Notifying Party indicates that some suppliers 
(including Outotec) a re much less active in the aftermarkets than in the capital 
equipment market .  This means that t he commercial focus of these suppliers  is to sell 
their own capital equipment while  limit ing their aftermarket activity largely or 
exclusively on servicing thei r own installed base . These suppliers  would typically 
abstain from  secur ing service contracts for equipment installed by other suppliers . 
Further more , Metso Minerals and Outotec have dedicated services (spare parts, 
highly engineered wear parts, services) and consumables businesses, separate from 
their capital equipment businesses , further supporting a separation between the 
capital equipment segment and the aftermarket segment.  
(72) The Notifying Party considers that further segmentation of the grinding  afterma rket 
into (i) services, (ii) spare parts and (iii) wear parts is not warranted. In the Notifying 
Party’s view, aftermarket services and spare parts generally belong to the same 
market. From the demand -side perspective , while services are not substitutable with 
spare parts, customers typically source them, during the lifetime of the equipment, 
from the same supplier or under a contract including an assortment of services and 
spare parts. From the supply -side perspective , suppliers  typically provide a range o f 
both spare parts and services.44 
(73) With regard to wear parts,45 the Notifying Party explains that customers tend to buy 
them separately and they are generally supplied by specialized wear parts 
suppliers.46 
(74) The Notifying Party submits that the exact product m arket definition in this respect 
can ultimately be left open because no competition concerns would arise under any 
plausible market definition. 47 
(D) The Commission’s assessment  
(75) As concerns aftermarkets, the Commission has examined three layers of possible 
market segmentation: (i) the distinction between the supply of capital equipment and 
aftermarkets, (ii) the distinction between aftermarkets for each main types of capital 
equipment, i.e., grinding, flotation, filtration, and iron ore pelletizing, and (iii) w ithin 
each aftermarket, the distinction between services, spare parts and wear parts.  
(76) First, in line with the Notifying Party’s view, the results of the market investigation 
indicate that aftermarkets and the supply of capital equipment belong to separate  
relevant product markets.  
(77) A majority of competitors and customers that responded to the market investigation 
confirms that aftermarkets constitute a separate market from the supply of capital 
equipment due to limited substitutability in terms of service characteristics, 
technicians’ skills, prices, and timing delivery.48 While some customers that 
                                                 
44  Response to RFI 24 of 1 May 2020, question 1.  
45  The Notifying Party submits that there is no substantial demand for wear parts outside of grinding .  
46  Response to RFI 24 of 1 Ma y 2020, question 1.  
47  Form CO, paragraph 459.  
48  Q1, replies to question 43 ; Q2, replies to question 37.  
 
 
15 responded to the market investigation express the view that capital equipment and 
aftermarkets belong to the same product market, this is predominantly based on t he 
fact that these customers purchase aftermarket services, spare and wear parts from 
the suppliers that installed the capital equipment.49  
(78) However, the results of the market investigation confirm that the majority of 
customers procure aftermarket products  from the OEMs  during a warranty period 
(typically limited to 1 -3 years). After the warranty period has expired, customers can 
and do switch  to third party suppliers.50 From the supply -side perspective , the results 
of the market investigation suggest that i ndependent third party providers of 
aftermarket products offer the same range of services, wear and spare parts.51 
(79) Second, the Commission notes that  both the Notifying Party’s submissions and the 
results of the market investigation indicate that the afterma rkets for each type of 
capital equipment, i.e., grinding, flotation, filtration, and iron ore pelletizing 
constitute separate product markets.52 While there may be a degree of supply -side 
substitutability as some market players offer a range of aftermarket services and 
parts, the market investigation confirms that services, spare and wear parts are 
specific to each type of equipment.53  
(80) Therefore, for the purpose of this decision, the Commission considers that the 
aftermarket for each type of capital equipmen t, i.e., grinding, flotation, filtration, and 
iron ore pelletizing constitutes a separate market from the supply of the respective 
mining capital equipment.  
(81) Third, the market investigation was inconclusive as to whether aftermarkets should 
be further segme nted into (i) services, (ii) spare and (iii) wear parts.  
(82) From the demand -side perspective , a majority of customers that responded to the 
market investigation does not consider that a further market segmentation between 
services, spare and wear parts is wa rranted.54 However, some grinding customers 
indicate that typically more supply options exist for wear parts than for spare parts.55 
Customers also indicate that some types of services concerning grinding mills are 
carried out by capital equipment suppliers and that during the warranty period 
aftermarket services, spare and wear parts are purchased from these suppliers . After 
the warranty period, others indicate that they have no general preference for the 
suppliers from whom they purchased the equipment, but  that they choose according 
to their needs. 56 
(83) From the supply -side perspective , a small majority of capital equipment suppliers  is 
of the view that services, spare parts and wear parts belong to separate markets57 and 
                                                 
49  Q2, replies to question 37.  
50  Q2, replies to question 40.1.  
51  Q1, replies to question 49.  
52   Q2, replies to questions 38 and  38.1.  
53  Q2, replie s to questions in Section B.1.5.  
54  Q2, replies to questions 39 and 39.1.  
55  Q2, replies to questions 39  and 39.1.  
56  Q2, replies to questions 39.1.  
57  Q1, replies to question 45.  
 
 
16 a majority of them offer all three elem ents.58 Nevertheless, a majority indicates that 
they could not easily start offering another type of aftermarket product. 59 
(84) In any event, the Commission considers that for the purpose of this decision, the 
exact  definition of the aftermarket in relation to grinding equipment (i.e., whether 
overall or segmented into services, spare parts and wear parts) can be left open as the 
Transaction does not raise serious doubts  as to its compatibility with the internal 
market or the functioning of the EEA Agreement  under any product market 
definition  that the Commission considers to be plausible . 
5.1.2.  Flotation  
5.1.2.1.  Flotation capital equipment  
(85) The flotation process consists in splitting selected minerals from a water -mineral 
mix (including other undesired minerals, referred to as  “slurry”). The surfaces of 
specific minerals are made hydrophobic (water repellent) by adding reagents to the 
slurry. The hydrophobic mineral particles become attached to air bubbles that are 
introduced into the slurry. The air bubbles – and the mineral p arts attached thereto – 
rise to the top of the slurry to create a froth layer. In addition to the reagent added, 
retention time and agitation/aeration are the determining parameters for the flotation 
process.  
(86) A flotation circuit typically comprises three s tages: roughing, scavenging, and 
cleaning. First, the roughing process aims to maximise the recovery of minerals from 
the slurry. Second, the tailings of the roughing stage (in some instances following a 
re-grind), are introduced to the scavenger stage. Th e slurry is floated again in order 
not to lose any valuable minerals that were not floated in the roughing stage. Finally, 
the rougher/scavenger concentrates60 are fed to the cleaning stage.61 Cleaner cells are 
used to maximize the grade of the final concent rate. 
(87) The exact design of a flotation circuit depends on the mineral/ore and the volume to 
be processed. For example, coal typically only requires a single stage flotation 
without cleaning of the froth, while copper requires a complex circuit with several 
stages of scavenging and cleaning (and a regrind of certain fractions).  
(88) There are two main types of flotation equipment:  
 mechanical cells, the most common type of flotation equipment, uses 
mechanical agitation (through impellers) to stir the slurry and cr eate optimum 
particle -bubble contact. Mechanical cells are generally accepted for all three 
stages of the typical flotation cycle (i.e., roughing, scavenging, and cleaning) ; 
and 
 column flotation cells, in which the slurry is introduced near the top of the 
cell and tailings are removed from the bottom, while bubbles are introduced 
                                                 
58  Q1, replies to question 46.  
59  Q1, replies to question 4 7. 
60  In many ins tances following a re -grind in order to achieve the desired final grade.  
61  The cleaning stage itself typically comprises several stages to upgrade the feed material further step by 
step (the feed material is typically re -circulated several times).  
 
 
17 near the bottom of the cell. Mixing is achieved by the turbulence provided by 
the rising bubbles and the counter -flow of down -flowing slurry.  
(89) Other flotation methods include flash  flotation,62 pneumatic cells63 (other than 
column flotation cells), contact cells,64 Jameson cells,65 and Woodgrove (SFR/DFR) 
cells.66  
(90) The evolution in flotation technology has led to an increase in the size of the 
flotation cells. While in the 1970s, a typic al flotation cell size was in the order of 
3m³, today projects can include flotation equipment with 300 -600m³ cells, or even 
above 600m³ for the largest.  
(A) The Parties’ activities  
(91) The Notifying Party indicates that the Parties’ activities overlap only in res pect of 
two types of flotation equipment, namely mechanical and column cells. The Parties’ 
sales overwhelmingly concern mechanical cells, as column cells roughly represent 
[…]% of Metso  Minerals ’ sales of flotatio n equipment and less than […]% of 
Outotec’s .67 The Notifying Party further indicates that only Outotec offers flash 
flotation equipment.  
(92) In terms of cell size, Metso  Minerals ’ portfolio includes mechanical cells from 
0.34m³ to 300m³ volume and Outotec offers mechanical cells from 0.5m³ to 630 m³ 
volume. As to column cells, both Parties’ portfolio includes equipment with a 
diameter up to 6 meters.68 
(B) Commission precedents  
(93) The relevant product market for flotation equipment has not been previously 
examined by the Commission . 
(C) The Notifying Part y’ views  
(94) The Notifying Party considers that the supply of flotation equipment for the mining 
and minerals industry constitutes a separate market. It further states that, within the 
flotation process area, the relevant product market should not be segmented by (i) 
types or (ii) cell size.  
                                                 
62  Flash flotation represents approximately 2% of the total flotation business. It is used for the recovery of 
floatable minerals within the grinding circuit. The target material are soft, heavy materials (for instance, 
free gold) that are ground to the desired s ize but cannot exit the grinding circuit size classification step due 
to their high density.  
63  Pneumatic cells are primarily used for single stage coal flotations.  
64  Contact cells are used for finer grade concentrates. The Notifying Party indicates tha t this technology is 
rarely used in practice (Form CO, paragraph 479).  
65  The Jameson Cell produces fine bubbles without requiring additional external equipment of spargers and 
creates an intensive mixing with small bubbles achieving rapid flotation witho ut mechanical agitation.  
66  Woodgrove cells aim at handling two functions in one cell, by optimising the processes of particle 
collection, slurry disengagement, and froth recovery independently.  
67  Form CO, paragraphs 503, 625 and 627.  
68  Form CO, parag raph 503.  
 
 
18 Segmentation by type of flotation equipment: mechanical cells vs. column cells  
(95) The Notifying Party states  that the market for flotation equipment should not be 
segmented by type .  
(96) From the demand side, the Notifying Party states tha t most flotation technologies are 
substitutable. It indicates that, while column cells are typically used for the later 
cleaning stages in a multistage circuit, mechanical cells and the other flotation 
technology can be used for each stage of the flotation  cycle.69 In addition, the 
Notifying Party considers that, compared to the specific process requirements of a 
mining project, price differences between mechanical and column cells are not 
decisive for a customer’s choice.70  
(97) From the supply side, the Notifyi ng Party asserts that most suppliers offer or are able 
to offer both mechanical and column cell technologies . With respect to the suppliers’ 
ability to provide different types of flotation equipment, the Notifying Party states 
that production capabilities of one or several types of flotation equipment are not 
decisive, given that most of the OEMs operate under an asset  light business model, 
meaning that  the Parties and their competitors do not manufacture flotation 
equipment themselves and do not have dedic ated production lines for mechanical or 
column cells. In that regard, the Notifying Party argues that most OEMs own the 
necessary drawings to design, engineer and supervise the installation of both 
mechanical and column cells, on customer demand. Consequen tly, the Notifying 
Party considers that most suppliers may decide to respond to an RFQ regardless of 
whether it concerns a mechanical cell or a column cell. However, the Notifying Party 
admits that not all suppliers have an equal strength when it comes to column cells . 
For example, […], whereas  the Notifying Party identifies Eriez as a leader in this 
technology .71 
Segmentation by size  of mechanical cells  
(98) The Notifying Party explains that the main categories of mechanical cell sizes are 
within the following r anges: cells below 300m³, between 300  m³ and 600  m³ or 
above 600  m³.72 However, it considers that the market for mechanical flotation 
equipment should not be segmented by cell size.  
(99) In the Notifying Party’s views, from a customer’s perspective, there is li mited 
demand for very large cells. A typical flotation bank includes several flotation tanks 
in a range of cell sizes.  The Notifying Party states that the major competitors offer a 
range of cell sizes to construct a typical flotation bank and respond to cu stomers’ 
needs. The Notifying Party further states that there are no substantial technological 
barriers to offer different cell sizes and therefore suppliers that currently do not offer 
the very large flotation cells would face significant barriers to swit ch their 
                                                 
69  The Notifying Party further indicates that column cells are more widely used for iron ore and industrial 
application (non -mining) mineral, as they show a higher process performance than mechanical cells in 
those areas (Form CO, paragraph 509) .  
70  Form CO, paragraph 509.  
71  Form  CO, paragraph 509.  
72  Form CO, paragraph 494.  
 
 
19 production towards larger cells.73 Finally, the Notifying Party submits that any 
flotation project includes a variety of cell sizes.74  
(100)  The Notifying Party submits that segmenting the flotation equipment market by type 
of equipment and by cell size is not justified, and that the relevant product market 
should be the market for the supply of flotation equipment for the mining and 
minerals industry.  
(D) The Commission’s assessment  
Segmentation by type of flotation equipment  
(101)  The Commission has assessed whet her flotation capital equipment should be 
segmented by type of flotation equipment ( e.g., mechanical cells, column cells, flash 
flotation, etc. ). In that respect, contrary to the Notifying Party’s views, the results of 
the market investigation show that the different types of flotation equipment ( e.g., 
mechanical cells, column cells, flash flotation, etc. ) are neither substitutable from a 
customer nor a supplier perspective.  
(102)  In that regard, a majority of suppliers and customers  that responded to the market  
investigation considers that the different  types of flotation cells (e.g., mechanical 
cells, column cells, flash flotation, etc.) are not substitutable .75 
(103)  From the demand -side perspective , respondents indicate that flotation equipment are 
individually sele cted based on the mining operators’ specific needs and various input 
and output requirement. According to some respondents, the different types of 
flotation equipment do not allow to reach the same required recovery rate and 
capacity, considering the type of ore to be processed. The use of an ill -adapted 
flotation equipment can thus lead to an inefficient separation process and high 
lifecycle costs. In that regard, in order to select the most adequate equipment, some 
respondents indicate that the choice of a flotation plant is preceded by an in -depth 
study of the properties of ore. The selection of the flotation equipment is then 
decided based on the results of this study and the required productivity.76 
Respondents to the market investigation further indicat e that the flotation equipment 
is selected in consideration of other criteria, namely the type of separation to be 
conducted (single stage/multistage flotation circuit) and the stage ( roughing, 
scavenging, cleaning ) of the flotation circuit in which the eq uipment is embedded.77  
(104)  As a consequence, a majority of respondents indicates that they would not be likely 
to switch form one type of flotation equipment to another in case of a price increase 
of 5-10%.78 The customer’s choice is not driven by a price compa rison between the 
different types of flotation equipment but primarily by the equipment’s ability to 
proceed with the required beneficiation at the best possible operating costs. For 
instance, a customer explain s that “ the total cost of ownership of making  the change 
would need to be viable. Likewise the impact on the beneficiation process would 
                                                 
73  Form CO, paragraph 510.  
74  Form CO, paragraph 626.  
75  Q1, replies to questions 19 and 19.1; Q2, replies to questions 17 and 17.1 . 
76  Q2, replies to questions 18.1 an d 19.1.  
77  Q1, replies to question s 20 and 2 0.1; Q2, replies to questions 18 and 18.1.  
78  Q1, replies to questions 22 and 22.1; Q2, replies to questions 20 and 20.1 . 
 
 
20 need to be technically acceptable in obtaining either the same or better 
recoveries. ”79 Likewise, another customer indicate s that the “ selection will be 
largely the result of the technical solution. Price would play a role IF multiple 
solutions were available to accomplish the same task. ”80 
(105)  From  the supply -side perspective , the market investigation confirms the Notifying 
Party’s position related to the breadth of the p roduct portfolio of flotation equipment 
suppliers. In that regard, several competitors, such as BGRIMM and Tenova, 
indicate that they offer at least two types of flotation equipment (mechanical cell, 
column cell, flash flotation or pneumatic cell).81 The ma in competitors’ offering in 
various types if flotation equipment is further confirmed by […].82  
(106)  However, a majority of competitors states that their company would not be able to 
easily start offering a different type of flotation equipment or switch betwee n the 
different types of flotation equipment even if prices for this new equipment become 
more attractive.83 Besides, half of the competitors that responded to the market 
investigation indicates that such a switch would require two years or more, which 
sugg ests that the development and the marketing of a new flotation equipment would 
not be possible in a short period for a significant part of the Parties’ competitors.84  
Segmentation by size of mechanical cells   
(107)  The Commission has further assessed whether mechanical cells should be segmented 
by size  (below 300m³, between 300m³ and 600m³, above 600m³  or other relevant 
segmentations ).85 In that respect, the results of the market investigation  show that, 
contrary to the Notifying Party’s views, the different cell sizes of flotation 
equipment are not substitutable , from a customer’s or a supplier’s perspective.  
(108)  In this regard, a majority of suppliers and customers that responded to the market 
investigation  considers that mechanical cells of different  sizes are not substitutable .86 
(109)  From the demand -side perspective , most customers indicate that they typically 
purchase various sizes of flotation equipment, depending on various parameters such 
as the desired throughput rate, the type of ore, the number of stages or the flowsheet 
configuration .87 For example, a customer indicates that “ [f]lotation cell sizes are 
                                                 
79  Q2, reply to question 20.1.  
80  Q2, reply to question 20.1  
81  Q1, replies to question 23.  
82  “Supporting fact base for the competition authority filings”, dated September 2019, McKinsey, annex 5 -
98 to the Form CO, slide 23 .  
83  Q1, replies to question 24.  
84  Q1, replies to question 24.1.1.  
85  For the purpose of this decision, the Commissi on will not assess the question of a possible segmentation 
by size column cells (whose size is typically ranged up to 6 -meter diameter), since Outotec’s sales of 
column flotation are non -significant (less than […]% of its flotation equipment sales) and the  Parties’ 
combined market share remains below [10 -20]% irrespective of the diameter considered (response to RFI 
20 of 20 April 2020, question 14).  
86  Q1, replies to question  25; Q2, replies to question 22 . 
87  Q2, replies to question 24.1.  
 
 
21 selected to meet a specific process duty and achieve a required residence time. 
Changing cell sizes would change this and affect the process outcome. ”88 
(110)  Some respond ents further explain that various cell sizes present differentiated 
properties and are not necessarily used for the exact same purpose throughout the 
beneficiation process. For example, a customer  states that “ separation efficiency 
decreases as cell size i ncreases. Large cells are only good for economies of scale, 
not for finessing performance. ”89 Likewise, another customer indicates having 
switched from 300m³ cell size to 150 m³ cell size because larger flotation units 
presented poorer performance.90 The dif ference in the flotation plant productivity 
according to its size is also confirmed by a supplier, who states that “ [t]he size of the 
flotation machine, ceteris paribus, determines its productivity, so replacing the size 
without changing the productivity o f the entire process is impossible. ”91 Besides, 
some respondents indicate that not all cell sizes can be selected at all stages of the 
beneficiation process. In that regard, one customer indicates that “ larger flotation 
cells [are] for primary flotation, wh ile final cleaning stage will be much small flows 
and therefore cells used. ”92 
(111)  From the supply -side perspective , competitors confirm offering a broad range of 
flotation cell sizes. The broad portfolio available with different suppliers is also 
confirmed by a customer, which states that “ suppliers often supply a full range of 
cell sizes from small to very large to suit client requirements. ”93 However, the 
market investigation provides mixed results as to the suppliers’ ability to easily start 
offering differen t sizes of cells or switch between different cell sizes of flotation 
equipment.94 In that regard, one respondent indicates that such a switch would 
require less than a year, while other respondents consider that they would need more 
than two years.95  
(112)  Overal l, the market investigation did not provide conclusive results concerning the 
relevant cell size segmentation.96 A majority of customers indicates  that they 
purchase various size of cells depending on the particular process duty .97 Some of 
them explain that the majority of the cell purchases concerns cells with a size below 
100m³ or 300m³ and that cell size above 600m³ are rarely used98 Most respondents 
do not provide further explanation in that regard.99  
(113)  An internal document dated […] contain ing the Notifying  Party’s own assessment of 
the relevant cell size categories , […] distinguishes three size segments for 
mechanical cells, namely “small and medium size cells” (below 300 m³), “large 
                                                 
88  Q2, reply to question 22.1.  
89  Q2, reply to question 22.1.  
90  Q2, reply to question 24. 1.  
91  Q1, reply to question 25.1.  
92  Q2, reply to question 24.1.  
93  Q2, reply to question 24.1.  
94  Q1, replies to question 28.  
95  Q1, replies question 28.1.1.  
96  Q1, replies to  questions 26 and 26.1; Q2, replies to questions 23 and 23.1 . 
97  Q2, replies to questions 24 and 24.1 . 
98  Q2, replies to question 23.1.  
99  Q1, replies to question 26.1; Q2, replies to question 23.1.  
 
 
22 cells” (300 m³ and above) and “ultra large cells” (above 600 m³).100 As a st arting 
point, the Commission will consider these categories for the purpose of this decision. 
In addition, in order to take due account of the results of the market investigation, the 
Commission will also assess the impact of the Transaction on mechanical cells 
below 100m³.  
(114)  In light of the above, the Commission considers that the market for flotation 
equipment could be segmented by type. The Commission further considers that the 
plausible market for mechanical cells could be sub -segmented by cell size. How ever, 
for the purpose of this decision, the exact market definition can be left open as the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement  under any product market 
definiti on that the Commission considers to be plausible . 
5.1.2.2.  Flotation aftermarkets  
(115)  The Notifying Party indicates that flotation aftermarkets and services are very 
limited and do not constitute a major cost factor for flotation customers compared to 
comminution (grin ding and crushing).101 Flotation tanks require little to no servicing, 
and very few consumables (apart from chemical reagents). The only relevant spare 
parts are impellers used in mechanical cells. Due to their constant rotation in 
(abrasive) slurry, impelle rs need to be replaced from time to time: for abrasive 
rougher stages, the impellers have to be replaced every 12 -24 months on average, 
while the average replacement interval is every 24 -36 months for cleaner 
applications. Some installations can run signif icantly longer without any need for 
replacement parts or major service.  
(A) The Parties’ activities  
(116)  Both Parties offer spare parts and services for flotation equipment.102 Metso  
Minerals'  and Outotec’s activities almost exclusively rely on their own installed 
base.103 
(B) Commission precedents  
(117)  The relevant product market for flotation aftermarkets  has not been previously 
examined by the Commission . 
(C) The Notifying Party’s views  
(118)  Similarly to the grinding aftermarkets, the Notifying Party states that aftermarkets 
for flota tion constitute a market separate from the capital equipment. In that regard, 
                                                 
100  Annex 5 -98 to the Form CO .  
101  In that regard, the N otifying Party estimates that total market volume for grinding services and spare parts 
is more than 6 times the size of the estimated total market volume for flotation services and spare parts 
(Form CO, footnote 670).  
102  The main wear parts (i.e., consum ables) in flotation are chemical reagents, and the Par ties neither 
manufacture nor ac tively market flotation reagents  (Form CO, footnote 674; Response to RFI 24, 1 May 
2020, question 2) .  
103  Form CO, paragraph s 634 and 643 . The Notifying Party specifies t hat Metso Minerals  supplies  flotation 
consumables upon specific customer request  and that Outotec also conducts  retrofits of third -party 
flotation equipment .  
 
 
23 the Notifying Party indicates that customers are not captive to OEMs for aftermarket 
services and spare parts, but rather source these from third parties. It further indicates 
that competitors on this market are different from competitors on the equipment 
market, as OEMs largely focus on their own installed base. Other competitors 
include the mining customers themselves, global engineering houses, the parties’ 
own sub -suppliers wh o compete on parts and services, and local workshops.104 
(119)  Similarly to grinding aftermarkets, the Notifying Party submits that the flotation 
aftermarket should not be further segmented into (i) services, (ii) spare parts and (iii) 
wear parts.105 
(120)  However, the No tifying Party submits that the exact product market definition can 
ultimately be left open since the Transaction will not raise concerns regarding the 
flotation aftermarkets and services under any plausible market definition .106 
(D) The Commission’s assessment  
(121)  For the purpose of th is decision, the Commission considers that, for the same 
considerations as those applicable to grinding aftermarkets, as set out at paragraphs 
76 to 80 above, aftermarkets for flotation equipment are distinct from the market for 
the sup ply of the capital equipment.  
(122)  In line with the Notifying Party’s views , respondents to the market investigation 
confirm that the aftermarket for flotation is separate from aftermarkets for other 
types of capital equipment (e.g., grinding, filtration, and iron ore pelletizing). 
Respondents thus indicate that flotation parts (e.g., impellers) require specific 
process knowledge.107  
(123)  In addition, the market investigation provided inconclusive views as to a possible 
segmentation between flotation aftermarket serv ices, spare and wear parts.108  
(124)  In any event, for the purpose of th is decision, the exact  definition of the aftermarket 
in relation to flotation equipment (i.e., whether overall or segmented into services, 
spare parts and wear parts) can be left open as the Transaction does not raise serious 
doubts  as to its compatibility with the internal market or the functioning of the EEA 
Agreement  under any product market definition  that the Commission considers to be 
plausible . 
5.1.3.  Filtration  
5.1.3.1.  Filtration capital equipment  
(125)  Filtration technology is used in mining to separate solid contents from liquids. It 
consists of a mechanical removal of liquids from a slurry to obtain the solids and/or 
recovery of a valuable liquid for, e.g., further processing, transportation, 
                                                 
104  Form CO, paragraph 635.  
105  The Notifying Party submits that there is no substantial demand for wear parts outside of grinding . See 
Response to RFI 24 of 1 May 2020, question 1.  
106  Form CO, paragraph 636.  
107  Q1, replies to questions 44 and 44.1; Q2, replies to questions 38 and 38.1.  
108  Q1, replies to question 45.1; Q2, replies to question 39.1.  
 
 
24 agglomerati on or disposal. The two main pressure dewatering mechanics are (i) 
compression (replacing the liquid in the filter cake with particles) and (ii) through 
blow (replacing the liquid in the filter cake with air).109 
(126)  There are several types of filters with diffe rent functionalities and pressure ranges 
that can be used in the mining industry, including (i) vacuum filtration110, (ii) 
polishing filters111 (both low pressure filters), (iii) pressure filters, and (iv) tube press 
filters.112  
(127)  Only the filters using medium (u p to 16 bars) and high (above 16 bars) pressure 
ranges are collectively referred to as “pressure filters” in the industry.113 Pressure 
filters include: filter press, membrane filter, vertical plate filter, horizontal plate  filter  
and revised vertical plate  filter.114 
(A) The Parties’ activities  
(128)  The Notifying Party submits that Outotec’s filtration offerings – mainly based on its 
acquisition of Larox in 2010 – include a wide range of filtration equipment that is 
not only used for mining applications, but also, for e xample, in the food, chemical 
and industrial minerals industries. Metso  Minerals ' product range is much more 
limited than Outotec’s and almost exclusively used for (heavy -duty) mining 
applications.115 
 
 
 
 
 
                                                 
109  Form CO, paragraphs 646 -647. 
110  Vacuum filtration is the simplest form of through blow dewatering. A low pressure  differential created by 
a vacuum applied to the inside of the filter drum causes air to flow through the filter cake, thereby 
displacing the c ontained water. See Form CO, paragraph 655.  
111  Polishing filters are another type of low pressure  filtration equipment (in the range of 3 -4.5 bar pressure). 
Polishing filters are used for the filtration of very fine (micronic and sub -micronic) particles. S ee Form 
CO, paragraph 657.  
112  A tube filter is a typical form of high pressure  dewatering (generally 25 bar and above). Tube press 
filtration is a variable volume filter using a flexible membrane to apply high -pressure (up to 100 bar) 
mechanical compressio n to the slurry that is dewatered. See Form CO, paragraph 665.  
113  Form CO, paragraph 651.  
114  Most types of pressure filters are based on the vertical filter press . Filtration in a standard filter press is 
achieved by pumping slurry into the filter chambers . To speed up the process, inflatable membranes can 
be added to the plates on the inside of the filter chambers (membrane filter press). Filter presses – be it 
standard or membrane types – can be oriented vertically (vertical plate) or horizontally (horizo ntal plate).  
A typical form of medium pressure  dewatering (10 -16 bar pressure) is (vertical or horizontal) plate 
pressure filtration. See Form CO, paragraphs 659 -663.  
115  Form CO, paragraph 680.  Metso  Minerals  sells VPAs to the industrial minerals customer s only on rare 
occasions. However, Metso Minerals does sell Tube Presses to industrial minerals customers.  

 
 
26 (133)  From the supply -side perspectiv e, the Notifying Party considers that suppliers offer a 
range of filtration equipment for various industries (e.g., chemicals, fertilizers, edible 
oils, and industrial materials).122 In the Notifying Party’s view, from a product 
perspective, certain filters can be used for both mining and non -mining applications 
as the core filtration technology is the same across industries.123  
(134)  Metso  Minerals ’ filters are primarily used in the mining industry. The Notifying 
Party explains that if Metso Minerals want ed to sell  filters for the food industry, it 
would use the same core technology, but would need to redesign the filters to make 
them lighter, more suitable for the food applications, and cheaper. According to the 
Notifying Party, while there are no technological, ti me related or financial barriers to 
do so,  […].124 The Notifying Party submits that the fact that […] has no bearing on 
whether the market is broader.125 
(135)  In the Notifying Party’s view, from a demand -side perspective, customers tend to 
buy equipment that achiev es the best outcome.  The Notifying Party considers that 
combinations of different filtration methods can be used to achieve the desired 
dewatering result.126 
Segmentation by pressure/ filter type  
(136)  The Notifying Party further submits that the product market for  filtration equipment 
should be defined as a single market and not be further segmented by filtration 
method or between vacuum filtration, polishing filters, pressure filters, and tube 
press filters.  
(137)  From the demand -side perspective , the Notifying Party s ubmits that customers 
typically do not specify the pressure or filtration method in the RFQ process. The 
required type of filtration equipment depends on several variables, in particular (i) 
the characteristics of the feed material (i.e., size and shape of  the particles, solids 
concentration, and particle size distribution), (ii) the desired residual moisture of the 
filtered cake, and (iii) required filtration capacity.  Some other selection criteria 
include available capital, electric power availability and  cost, available manpower, 
value of commodity, viscosity, toxicity, temperature (ambient/process), and altitude 
of the project location.127  
(138)  The Notifying Party explains that, based  on these  parameters, equipment suppliers 
decide which type of equipment can achieve the desired results from a customer’s 
perspective.  In general, the finer the size of the particles in the concentrate, the 
higher filtering pressure is required to get the desired dewatering result. According to 
                                                 
122 Form CO, paragraph 686. According to the Notifying Party, other major suppliers, s uch as  FLSmidth , 
Diemme, Andritz, Matec, Jingjin, TH Filtration, Jord, Ishigaki, BHS, and several other Chinese filter 
manufacturers (e.g., Tonxing and Zongha Bright) offer  filtration  equipment to both the mining and non -
mining industries.  
123  Form CO, para graph 689.  
124  Form CO, paragraph 691.  
125  Form CO, footnote 709.  
126  Form CO, paragraph 692.  
127  Form CO, paragraph 694.  
 
 
27 the Notifying Party, different types  of technologies may be substitutable from the 
customer’s perspective.128 
(139)  The Notifying Party also submits that further segmentation of pressure filters by 
filter type is not relevant for the assessment of the Transaction. According to the 
Notifying Party, O utotec has been competing against vertical plate  filters with its 
horizontal plate filter (PF). Likewise, the Notifying Party explains that a competitor 
(Andritz) has historically been competing against horizontal and vertical plate filters 
with its hyperb aric disk filter. In the Notifying Party’s view, the dewatering result is 
a more important selection factor rather than the technology used by the 
equipment.129 
(140)  The Notifying Party  argues that the Transaction would not raise competition 
concerns under any pl ausible market definition . In the Notifying Party's view, even 
based on a narrow market definition, namely vertical plate filters for the mining 
industry, there are several other competitors which continue to constrain the 
combined entity post -Transaction that therefore the market definition can be left 
open.  
(D) The Commission’s assessment  
Segmentation by filters used for mining and non -mining applications  
(141)  The Commission has assessed whether a segmentation between filtration capital 
equipment for the mining i ndustry and other industries  is warranted . In that respect, 
the Commission notes that t he market investigation provided inconclusive  results as 
to whether filtration equipme nt for mining applications is substitutable with such 
equipment for non -mining appl ications.  
(142)  From the supply -side perspective , the market investigation confirms  that some 
competitors offer filtration equipment that is used also in other industries, such as 
winemaking, utilities, wastewater treatment and the cellulose  industry .130  
(143)  Based o n the Notifying Party’s submission,131 Metso  Minerals ’ filters are used 
almost exclusively for heavy -duty mining applications and are not readily suitable 
for filtration applications in other industries without further re -designing. The results 
of the market  investigation generally confirm that filter equipment for non -mining 
applications would also require re -designs and modifications in order to be used in 
the mining industry.132  
(144)  From the demand -side perspective , respondents to the market investigation consi der 
that filtration equipment for the mining industry is heavy -duty and substitutable  with 
such equipment used in other industries only in “broad terms ”. According to the 
                                                 
128  Form CO, paragraph 695.  
129  Response to RFI 20 of 24 April 2020, question 16.  
130  Q1, replies to question 3.1; Q2, replies to question 3. 1 and 88.2.  
131  See paragraph 125 of this decision.  
132  Q1, replies to question 98.2; Q2, replies to question 88.2.  
 
 
28 results of the market investigation, filtration equipment for the mining industry is 
different due to customers’ technical requirements and specifications.133 
(145)  The Commission considers that f or the purpose of this decision the exact product 
market definition  (i.e., whether overall market for filtration capital equipment for all 
industries or for the mining industry ) can be left open as the Transaction does not 
raise serious doubts as to its compatibility with the internal marke t or the functioning 
of the EEA Agreement under any product  market definition  that the Commission 
considers to be plausible . The Commission carries out the competitive assessment in 
Section 6.8 of the present decision in the narrowest plausible market where the 
Parties’ activities overlap, i.e., the market for the supply of filtration equipment for 
the mining industry.  
Segmentation by pressure/ filter type  
(146)  The Commission further assessed whether filtration capital equipment should be 
segmented based pressure or by filter type.  
(147)  There are mixed views as to whether filtration equipment markets should be 
segmented by filter typ e. 
(148)  A majority of respondents to the market investigation does not consider that pressure 
filters  are substitutable with other types of filtration technology (vacuum, polishing 
or tube press filters). From the demand -side perspective , pressure and other typ es of 
filtration methods are not substitutable due  to different ranges of application and 
specific requirements for filtering different materials (the properties of the slurry).134 
According to a competitor , “[e]very process has different performance criteri a 
(moisture, capacity, wash result) which leads to certain preferred  filtration 
technology (e.g. pressure filtration may be preferred instead of vacuum filtration) 
and even to preferred equipment type ( e.g. vertical pressure filter instead of 
horizontal p ressure filter). ”135 
(149)  Accordingly, demand for pressure filters is not responsive to price changes. A 
majority of respondents  to the market investigation  indicates that  customers are not 
likely to switch from one type of filtration  equipment  (e.g., pressure fi lters)  to 
another type  of filtration method  in case of a 5 -10% price increase .136 
(150)  From the supply -side perspective , the results of the market investigation confirm that 
suppliers offer a range of filters.137 A majority of competitors that responded to the 
mark et investigation consider that starting the supply of different filters or switching 
between different types of filters would require a substantial investment (between 
EUR 1 -2 million) and time (responses range between 1 and 5 years).138 
                                                 
133  Q1, replies to question 3.1.  
134  Q1, replies to question 29.1; Q2, replies to question 25.1  
135  Q1, reply to question 29.1.  
136  Q1, replies to  questions 35 and 35.1; Q2, replies to questions 31 and 31.1.  
137  Q1, replies to question 36.  
138  Q1, replies to questions 37 and 37.1.  
 
 
29 (151)  The market investiga tion provided mixed results as t o whether all types of pressure 
filters  are substitut able or whether pressure filters for mining applications  should be 
further segmented by filter type.139  
(152)  From the demand -side perspective , respondents to the market investig ation confirm 
that filtration equipment is selected on the basis of the following criteria: 
(i)characteristics of the feed material , (ii) desired residual moisture of the filtered 
cake, (iii) required filtration capacity , (iv) temperature and altitude of p roject 
location , (v)t hroughput capacity .140 The specific type of filters are typically chosen 
pursuant to detailed engineering studies, models etc. in order to select the filter that 
is best -suited for a given operation/feed material.141 
(153)  Customers indicate tha t distinguishing relevant markets by filter type may be 
appropriate due to different performance with the same slurry, different 
characteristics of the source power, and application conditions.142 Some respondents 
point out that using  different types of filt ers will not influence the dewatering result 
significantly but will have important economic implications.143  
(154)  Competitors , on balance , consider that different types of filter presses are 
substitutable from a customer’s perspective . Some competitors indicate that 
horizontal or vertical plate filters  are substitutable and compete for the same 
applications.144 A competitor indicates that Metso  Minerals  and Outotec competed in 
a project in Australia, whereby Metso  Minerals  offered a vertical plate filter and 
Outote c a horizontal plate filter, indicating that both solutions will deliver the same 
result for the specific application.145 Respondents to the market investigation  
consider that the vast majority of pressure filter s (above 90% ) are vertical plate  
filters.146 
(155)  The Commission considers that  for the purpose of this decision the exact product 
market definition  (i.e., whether overall market for filters for the mining industry  or 
segmented into pressure filters, and sub -segmented by filter type)  can be left open as 
the Transaction does not raise serious doubts as to its compatibility with the internal 
marke t or the functioning of the EEA Agreement under any product  market 
definition  that the Commission considers to be plausible . 
5.1.3.2.  Filtration aftermarkets  
(156)  As explained above  for grinding and flotation, the aftermarket for filtration includes: 
(i) services, (ii) spare parts and (iii) wear parts.  
(157)  The Notifying Party explains that aftermarket spare parts include filter plates, rubber 
membranes, gaskets, valves, hydraulic equipme nt, and made -to-order steel parts. 
According to the Notifying Party, despite the fact that filter cloth has to be replaced 
                                                 
139  Q1, replies to question 30.1.; Q2, replies to questions 26 and 26.1.  
140  Q1, replies to question 33; Q2, replies to ques tion 29.  
141  Q2, replies to question 29.1.  
142  Q2, replies to question 26.2.  
143  Q1, replies to question 30.1.; Q2, replies to questions 26 and 26.1.  
144  Q1, replies to question 30.2.  
145  Q1, reply to question 93.1.  
146  Q1, replies to questions 30.1 and 30.2.  
 
 
30 regularly, it is often considered a spare part in the industry. The Notifying Party 
submits that filtration equipment requires only v ery limited wear parts.147 
(A) The Parties’ activities  
(158)  Metso Minerals offers spare parts and services for filtration equipment. While Metso 
Minerals supplies filter cloth […] also for third -party pressure filters, […].148 
(159)  Outotec also supplies spare parts (includi ng third -party filter cloth) and services for 
filtration equipment, […].149 
(B) Commission precedents  
(160)  The relevant product market for filtration aftermarket services, spare and wear parts  
has not been previously examined by the Commission . 
(C) The Notifying Party’s views  
(161)  In line with grinding and flotation aftermarkets, the Notifying Party submits that the 
aftermarkets for filtration are separate from the market for filtration equipment. 
According to the Notifying Party, customers are not captive to OEMs for aftermar ket 
services and spare parts, but rather source these from third parties. Competitors on 
these market s are different from the capital equipment market, as OEMs largely 
focus on their own installed base. Other suppliers include the mining customers 
themselv es, global engineering houses, the Parties’ own suppliers who compete for 
parts and services, and local workshops.150 
(162)  Similarly to grinding and flotation aftermarkets, the Notifying Party submits that the 
filtration aftermarket should not be further segmente d into (i) services, (ii) spare 
parts and (iii) wear parts.151 
(163)  The Notifying Party submits that the exact product market definition can ultimately 
be left open since the Transaction will not raise concerns regarding the filtration 
aftermarkets and services under any plausible market definition . 
(D) The Commission ’s assessment  
(164)  For the purpose of this decision, the Commission considers that, for the same 
considerations applying to the aftermarkets in relati on to grinding and flotation , the 
aftermarket for filtratio n is distinct from the capital equipment market.152  
(165)  In line with the Notifying Party’s view, respondents to the market investigation 
confirm that the aftermarket for filtration is separate from aftermarkets for other 
types of capital equipment (e.g., grindi ng, flotation and iron ore pelletizing). While 
                                                 
147  Form CO , paragraphs 785 -786. 
148  Form CO, paragraph 788.  
149  Form CO, paragraphs 788 -789. 
150  Form CO, paragraphs 790 -791.  
151  The Notifying Party submits that there is no substantial demand for wear parts outside of grinding . See 
Response to RFI 24 of 1 May  2020, question 1.  
152  See Sections 5.1.1.2 and 5.1.2.2 of this decision.  
 
 
31 there may be a degree of supply side substitutability as some market players offer a 
range of aftermarket services and parts, the market investigation confirms that 
filtration spare and wear parts (e.g., filte r cloths) are specific to this type of 
equipment.153 
(166)  Respondents to the market investigation present  mixed views as to whether a further 
segmentation of the filtration aftermarket into (i) services, (ii) spare parts and (iii) 
wear parts is warranted.154 
(167)  In any  event, for the purpose of this decision, the Commission considers that the 
exact  definition of the aftermarket in relation to filtration equipment (i.e., whether 
overall or segmented into services, spare parts and wear parts) can be left open as the 
Trans action does not raise serious doubts  as to its compatibility with the internal 
market or the functioning of the EEA Agreement  under any product market 
definition  that the Commission considers to be plausible . 
5.1.4.  Iron ore pelletizing  
5.1.4.1.  Iron ore pelletizing  capit al equipment  
(168)  Pelletizing is the process through which iron ore fines are agglomerated into “iron 
ore pellets” suitable for use in an iron -making furnace. A typical iron ore pellet is 
roughly spherical in shape, measuring between 6 -16mm in diameter and havi ng a 
crushing strength of >200kg. Iron ore pelletization is, by definition, only relevant to 
iron ore operations. Practically all iron ore is used in steel production.155  
(169)  Not all mined iron ore is pelleti zed. The need for pelletization is linked to the qual ity 
of the iron ore being mined, and thus the amount of upgrading that is necessary to 
process the iron ore. Lower grade iron ore must be finely ground so that impurities 
(phosphorus, sulphur, etc.) can be separated from the iron ore. Pelletization serves 
the processability and transportability of such finely ground ore. Higher grade ores 
do not require the same degree of processing, however, meaning that the ground 
material is less fine and can be upgraded through magnetic separation and screening, 
without  the need for a full beneficiation process.  
(170)  The pelletizing process takes place in several steps. First, finely ground iron ore is 
slightly moistened and mixed with a binder. This mixture is continuously fed to a 
balling disc or drum that forms spheres fr om the ore fines (called green pellets). The 
green pellets are then screened for size and transported to the thermal processing.156 
The thermal processing stage step for iron ore pellets is called indurating. During 
that process, the green balls are hardened  by baking in an oxidizing atmosphere in a 
                                                 
153  Q1, replies to questions 44 and 44.1; Q2, replies to questions 38.1 and 40.1.  
154  Q2, replies to questions 40.1, 101.1  
155  In a first step, the pelletizing process consists slightly moistening infinely ground iron ore and mixing it 
with a binder. This mixture is continuously fed to a balling disc or drum that forms spheres from the ore 
fines, called green pellets. The green pellets are screened for size and either transported to the t hermal 
processing stage or crushed and returned to the first step (if too large or too small). The thermal 
processing step for iron ore pellets is called indurating. During the indurating process, the green balls are 
hardened by baking in an oxidizing atmo sphere in a high temperature furnace. The indurated product is 
called fired pellets. The final process steps include cooling and screening for size.  
156  If too large or too small, green pellets are crushed and return to the first step.  
 
 
32 high temperature furnace. The indurated product  is called fired pellets. The final 
process steps include cooling and screening for size.   
(171)  The need in pelletization is increasing across the world, as higher grade ores have 
mostly been consumed and mines ore grades are progressively getting lower. In that 
regard, pelletization is common in North America, Brazil, Russia, Europe, the 
Middle East and in India and China.157  
(172)  There are two main indurating technologies : 
 The straight (or “travelling”) grate system, where the pellets are conveyed on 
straight traveling grates through the entire heat treatment process of drying, 
pre-heating, indurating, and cooling. To protect the travelling grate from the 
extreme heat of the in durating process, the green balls have to be placed on 
top of a layer of already fired pellets (called hearth layer);  
 The grate kiln system consist of three consecutive parts, i.e., a traveling grate 
for drying and pre -heating, a rotary kiln for indurating  at very high 
temperatures, and a cooling section. The rotary kiln is a sloped rotating 
cylindrical furnace with a burner at the discharge end. Through application of 
heat and uniform mixing of the pellet bed through tumbling as the kiln 
rotates the rotary  kiln heat -hardens and indurates the pellets.  
(173)  In addition, the Notifying Party indicates that a new circular pelletizing design in 
2013 has been introduced by Primetals Technologies Ltd. This equipment is based 
on the straight grate technology, but uses a  circular design for the indurating process. 
According to the Notifying Party, the circular pelletizing technology operates 
similarly to the straight grate technology with the main difference being the 
mechanical design.158 
(A) The Parties’ activities  
(174)  Both Parti es offer straight grate kiln iron ore pelletizing equipment globally. Only 
Metso Minerals offers grate kiln pelletizing equipment.159  
(B) Commission precedents  
(175)  The relevant product market for iron ore pelletizing equipment has not been 
previously examined by th e Commission . 
(C) The Notifying Part y’s views  
(176)  The Notifying Party considers that the iron ore pelletizing process is partially 
substitutable with sintering. It states that the main difference between sintering and 
pelletizing is the size of the ore to be pyro -processed (i.e. agglomerated). The 
possible alternative use of sintering or pelletizing equipment concerns lower grade 
ores which end up in finer particles mainly because they need to be ground more and 
separated further than high -grade ores, which have le ss impurities and thus need to 
                                                 
157  In Australia, whe re higher quality ore is still being mined, iron ore is hardly ever pelletized.  
158  Form CO, paragraph 815.  
159  Form CO, paragraphs 825 and 826.  
 
 
33 be processed less ahead of pyro -processing (i.e., sintering or pelletizing). Certain 
steelmaker customers, in particular, use sintering instead of iron ore pelletization. 
However, the Notifying Party further indicates that fi ner fines resulting from the 
grinding and separation of lower grade ores cannot usually be processed in a 
sintering plant and must be agglomerated in a pelletizing plant.160  
(177)  In addition, the Notifying Party submits that the market for iron ore pelletizing 
should not be further segmented by technology.  
(178)  From a demand -side perspective, the Notifying Party considers that both pelletizing 
technologies (straight grate system and grate kiln) are largely substitutable for 
several reasons.  
(179)  First, both systems serve the same purpose of indurating iron ore pellets for the steel -
making process and there are no compelling technical reasons to opt always for one 
specific technology.161 
(180)  Second, straight grate system and grate kiln encompass comparable costs over time. 
A stra ight grate system has initial capital costs approximately […]% lower than 
those of a grate kiln system162 and requires lower maintenance than the latter. 
However, the price differences between the two technologies are insignificant over 
time given that the e lectrical power consumption of a grate kiln system is 
significantly lower than that of a straight grate system. In addition, in the Notifying 
Party’s views, the initial capital cost of the core pelletizing equipment does not 
typically drive the choice betw een the two types of technology, as it only represents 
around 8% of the total CAPEX for a pelletizing plant.163  
(181)  Third, the Notifying Party submits that due to its greater consistency, some 
customers consider kiln pellets to have a higher economic value than  straight kiln.164 
Grate kiln also provides efficiency gains due to the lower installed power in a grate 
kiln system. As regards after -sales costs, straight grates are easier to maintain, given 
that the pallet cars can be taken off -line, while a grate kiln s ystem needs to be shut 
down for maintenance.165  
(182)  The Notifying Party considers, however, that these differences are not significant in 
the choice of a pellet plant and that the technologies are largely substitutable.166 
Even if the majority of projects known b y the Parties over the past 10 years involved 
straight grate technology, the Notifying Party submits that both technologies are in 
use all over the world and, subject to a few exceptions, regional preferences and 
specificities are rare.167 
                                                 
160  Form CO, paragraph 828.  
161  Form CO, paragraph 830.  
162  Notably because a grate kiln requires more structur al steel in its build.  
163  Form CO, paragraph 831.  
164  Form CO, paragraph 832. The product quality of pellets in a grate kiln system is more consistent, because 
the tumbling action of the kiln facilitates (a) uniform transfer of heat (more consistent stren gth and lower 
decrepitation) (b) removing edges and shaping the pellets (resulting in rounded pellets).  
165  Form CO , paragraph 832.  
166  Form CO, paragraph 832.  
167  Form CO, paragraph 834.  
 
 
34 (183)  From a supply -side perspective, the Notifying Party states that it is not necessary to 
offer both technologies to establish a market position. For example, […].  
(184)  In conclusion, the Notifying Party submits the iron ore pelletizing process is partially 
substitutable with sint ering and that segmenting the iron ore pelletizing equipment 
market by type of equipment is not justified.  
(D) The Commission’s assessment  
(185)  The Commission has assessed whether a segmentation between iron ore pelleti zing 
and sintering  is warranted .  
(186)  In that resp ect, c ontrary to the Notifying Party’s views, t he results of the market 
investigation show that iron ore pelletizing equipment is not substitutable to 
sintering equipment.168 In that regard, some respondents explain that iron ore 
pelletizing equipment and si ntering equipment are not used for the same purpose. 
Iron ore pelletizing  aims at the agglomeration of very fine (<75μm) raw materials 
into spherical products of 9 –16mm diameter for transportation and further 
processing in blast furnaces or direct reductio n plants. Sinter plants are used for 
coarser input material (>1 mm) and installed within the steel works to also recycle 
plant residues into the plant169.  
(187)  Furthermore, the market investigation was inconclusive as to whether different types 
of iron ore pelle tizing equipment ( straight grate systems; grate kiln systems; circular 
pelletizing ) should be distinguished for the purpose of market definition. Although a 
majority of respondents consider s, contrary to Notifying Party’s views,  that the 
various types of i ron ore pelletizing equipment are not substitutable, certain 
respondents explained that straight grate and grate kiln achieve the same product 
result, the only difference being that drying, firing and cooling are done in one 
induration in straight grate an d in separate units in grate kiln.170 Respondents further 
explained that grate kiln is predominately used for magnetite type of iron ore and 
straight grate for hematite type of ore and other iron ores.171 Besides, a number of 
customers indicate s that they purc hase several types of iron ore pelletizing  
equipment .172 From  the supply -side perspective , a majority of competitors  considers 
that they would not be able to easily start offering another type of iron ore pelletizing 
equipment or switch between different typ es of iron ore pelletizing equipment.173 
Furthermore, suppliers generally specialize in specific types of iron ore pelletizing  
equipment.174  
(188)  Nevertheless, f or the purpose of this decision, the exact product market definition for 
iron ore pelletizing (whether overall or segmented by type) can be left open as the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market under any plausible product market definition . 
                                                 
168  Q1, replies to question 34; Q2, replies to question 39.  
169  Q1, r eplies to question 39.1.  
170  Q1, replies to question 38.1; Q2, replies to question 33.1.  
171  Q1, replies to question 38.1.  
172  Q2, replies to question 35.  
173  Q1, replies to question 41.  
174  Q1, replies to question 40.1.  
 
 
35 5.1.4.2.  Iron ore pelletizing  aftermarket  
(189)  Iron ore pelletizing spare part s include “grate cars” (through which the feed material 
is transported in the indurating heat and that have to withstand extremely high 
temperatures), shafts, bearings, and rollers. Aftermarket services include 
modifications and redesigns of equipment and processes, replacements, repair 
services, machine inspections, maintenance, and trainings. Services are often carried 
out by plant maintenance staff, as opposed to suppliers . The main wear part s are 
additives (binder).175 
(A) The Parties’ activities  
(190)  Both Parties  offer a full range of spare parts and services for pelletizing equipment. 
The Parties are not active in wear parts  (additives for pellet production).176 
(B) Commission precedents  
(191)  The relevant product market for flotation aftermarkets  has not been previously 
examined by the Commission . 
(C) The Notifying Part y’s views  
(192)  The Notifying Party submits that aftermarkets for iron ore pelletizing are separate 
from capital equipment. It states that customers are not captive from suppliers  and 
can choose from a wide range of alt ernative competitors .177 After the warranty 
period, customers focus on price and look for competing offers from  various  types of 
suppliers, namely global engineering companies, independent third parties, local 
workshops, the mining equipment manufacturers  who sell parts in competition with 
the suppliers  and local suppliers able to offer a fast delivery.178  
(193)  Similarly to grinding, flotation and filtration aftermarkets, the Notifying Party 
submits that the iron ore pelletizing aftermarket should not be further se gmented into 
(i) services, (ii) spare parts and (iii) wear parts.179 
(194)  However, the Notifying Party submits that the exact product market definition can 
ultimately be left open since the Transaction will not raise concerns regarding  the 
iron ore pelletizing af termarkets and services under any plausible market 
definition .180 
(D) The Commission’s assessment  
(195)  For the purpose of this decision, in line with the Notifying Party’s views, the 
Commission considers that similarly to the aftermarkets in relation to grinding, 
flotation and filtration, as set out at paragraphs 76 to 80, the aftermarket for iron ore 
                                                 
175 Form CO, paragraph 887.  
176  Form  CO, paragraphs 888 and 889.  
177  Form CO, paragraph 890.  
178  Form CO, paragraph 891.  
179  The Notifying Party submits that there is no substantial demand for wear parts outside of grinding . See 
Response to RFI 24 of 1 May 2020, question 1.  
180  Form CO, parag raph 893.  
 
 
36 pelletizing is distinct from the market for the supply of iron ore pelletizing 
equipment.  
(196)  In this regard, respondents to the market investigation confirm that the after market 
for iron ore pelletizing is distinct from aftermarkets for other types of capital 
equipment (e.g., grinding, filtration, and iron ore pelletizing). One competitor  
indicates that pelletizing plants, which can be classified as process plants due to 
various steps and multiple equipment, require specific technology and skills.181  
(197)  In addition, although one supplier indicates that iron ore pelletizing spare parts and 
wear parts belong to the same market since they are usually serviced by the 
suppliers , the number of submissions received by the Commission in response to the 
market investigation does not allow to reach a definitive conclusion as to a possible 
segmentation between iron ore pelletizing aftermarket services, spare parts and wear 
parts .182  
(198)  In any e vent, for the purpose of this decision, the exact  definition of the aftermarket 
in relation to iron ore pelletizing equipment (i.e., whether overall or segmented into 
services, spare parts and wear parts) can be left open as the Transaction does not 
raise serious doubts  as to its compatibility with the internal market or the functioning 
of the EEA Agreement  under any product market definition  that the Commission 
considers to be plausible . 
5.1.5.  Other capital equipment  
5.1.5.1.  Crushing  
(199)  Crushing is the first step of the co mminution cycle. It aims at obtaining the desired 
product size.  
(200)  While Metso Minerals produces and sells crushers, Outotec does not own proprietary 
crushing equipment. [BUSINESS STRATEGY ].183 [BUSINESS STRATEGY ]. 184  
(201)  In the Metso/Svedala decision  the Commissi on considered that crushers used in for 
mining applications could be segmented by type and that “[j] aw crushers, gyratory 
crushers, cone crushers, horizontal shaft impactors, vertical shaft impactors […] 
each belong to specific product markets. ”185 
(202)  The Notif ying Party submits that a distinction by crusher type is not justified, 
considering in particular that most suppliers of crushing equipment offer a broad 
range of crusher types. However, the Notifying Party considers that the precise 
market definition can be left open since the Transaction does not raise concerns due 
to Outotec’s limited activities in that matter.186  
                                                 
181  Q1, reply to questions 44 and 44.1.  
182  Q1, replies to question 45.1; Q2, replies to question 39.1.  
183  Form CO, paragraph 909. [BUSINESS STRATEGY ].  
184  Form CO, paragraph 910.  
185  Commission decision of 24 January 2001 in Case COMP/M.2033 Metso/Svedala , para. 47.  
186  Form CO, paragraph 913.  
 
 
37 (203)  The Commission considers that the exact market definition can be left open for the 
purpose of this decision , as the Transaction does not raise serious doubts  as to its 
compatibility with the internal market or the functioning of the EEA Agreement  
under any product market definition  that the Commission considers to be plausible . 
5.1.5.2.  Size control  
(204)  Crushers and grinding mills do not allow very precise si ze reduction operations. 
Therefore, throughout the different stages of the crushing and grinding cycles, the 
feed material has to be controlled for size. The two main size control methods are 
screening and classification187.  
(205)  Within size control equipment, M etso Minerals  offers screens and a range of 
classification equipment.188 Outotec’s activities are more limited and focus on spiral 
classifier, screens and hydro -cyclones.189  
(206)  In the Metso/Svedala decision  the Commission considered that s creens, feeders and 
conveyors also appear to constitute distinct product markets.190 It further considers 
that each technology, including screens, should be further segmented by 
size/application into A&C products on the one hand, and mining products on the 
other hand.191 The Commiss ion did not address, however, the potential market for 
classification.  
(207)  The Notifying Party submits that the approach to market definition for classification 
should be similar to the one adopted by the Commission regarding screens.192 It 
further submits that  the exact product market definition can be left open, considering 
the Parties’ limited activities in size control.193  
(208)  The Commission considers that the exact market definition can be left open for the 
purpose of this case, as the Transaction does not raise  serious doubts  as to its 
compatibility with the internal market or the functioning of the EEA Agreement 
under any product market definition  that the Commission considers to be plausible .   
5.1.5.3.  Washing  
(209)  Washing is mainly used in the beneficiation process of ind ustrial minerals, coal, 
aggregates, sand, and gravel. Typical washing equipment includes wet screens and 
scrubbers.194 
                                                 
187  Classification uses particle motion for size control.  
188  Hydro -cyclones, spiral classifers, gravitational centrifugal, and cyclonic classifiers, gyrators, delta sizers 
(Form CO, paragraph 927).  
189  Form CO, paragraph 928.  
190  Commission decision of 24 January 2001 in Case COMP/M.2033 Metso/Svedala , paragraph 47.  
191  Commission decision of 24 January 2001 in Case COMP/M.2033 Metso/Svedala , paragraph 74.  
192  Form CO, paragraph 930.  
193  Form CO, paragraph 93 1.  
194  For wet screens, material is moved across a screen and sprayed with water, thereby washing away smaller, 
unwanted particles that fit through the screen media. A tumbling scrubber, used when the feed material 
contains a high and sticky content of cla y and dirt, is a medium -speed washing drum in which solids are 
scrubbed against solids, thereby removing the impurities (akin to a very large washing machine). For 
 
 
 
38 (210)  Within washing equipment, Metso  Minerals  offers wet screens, tumbling scrubbers 
and attrition scrubbers.195 Outotec’s washing offering is lim ited to tumbling 
scrubbers.196  
(211)  The relevant product market for washing  has not been previously defined by the 
Commission .  
(212)  The Notifying Party submits that  the precise market definition can be left open, since 
the Parties’ activities overlap regarding one t ype of washing equipment (tumbling 
scrubbers) for which the Transaction will not raise concerns.197  
(213)  The Commission considers that the exact market definition can be left open for the 
purpose of this decision , as the Transaction does not raise serious doubts  as to its 
compatibility with the internal market or the functioning of the EEA Agreement  
under any product market definition  that the Commission considers to be plausible . 
5.1.5.4.  Magnetic Separation  
(214)  Magnetic separation equipment is used to separate (valuable) ma gnetic or 
magnetized particles from the feed stream (part of the separation stage within 
beneficiation).198 There are two main types of magnetic separation:  
 Low intensity magnetic separation (“LIMS”), used for the separation of 
ferromagnetic particles of up  to 300 mm in size;  
 High gradient magnetic separation (“HGMS”), used for the separation of 
paramagnetic particles in very strong magnetic fields. HGMS is limited to a 
particle size <1mm.   
(215)  Within magnetic separation equipment, Metso  Minerals  offers various LIMS 
models199 and HGMS equipment.200 Outotec does not have proprietary LIMS and 
HGMS equipment. [BUSINESS STRATEGY ].201  
(216)  The relevant product market for magnetic separation  has not been previously defined 
by the Commission . 
(217)  The Notifying Party considers that th e relevant product market should not be further 
sub-segmented by type or size, but rather be defined as magnetic separation.  
(218)  The Commission considers that the exact market definition can be left open for the 
purpose of this decision , as the Transaction doe s not raise serious doubts  as to its 
                                                                                                                                                      
smaller material (<10mm), attrition scrubbers are used to effectively remove impurities by s crambling the 
feed material in water tanks with opposing flow directions.  
195  Form CO , paragraph 942.  
196  Form CO, paragraph 943.   
197  Form CO, paragraph 944.  
198  Magnetic separation utilizes magnetic, gravitational, and drag forces to separate magnetic fr om non -
magnetic particles.  
199  Wet, belt, and dry drums (drum diameters of  3ft up to 4ft) (Form CO, paragraph 954). .  
200  Field rating of 3,000 Gauss up to 20,000 Gauss (Form CO, paragraph 954)  
201  Form CO , paragraph 955.  
 
 
39 compatibility with the internal market or the functioning of the EEA Agreement  
under any product market definition  that the Commission considers to be plausible .  
5.1.5.5.  Sedimentation  
(219)  Sedimentation is a continuous solid -liquid  separation process with settling of solids 
by gravity.202  
(220)  Within sedimentation equipment, Metso Minerals offers inclined plate settlers 
(clarification equipment).  [BUSINESS STRATEGY ]. Outotec focuses on traditional, 
large -scale thickening tanks and offers paste, compression, and high rate 
thickeners/clarifiers.203 
(221)  The relevant product market for sedimentation has not been previously defined by 
the Commission . 
(222)  The Notifying Party submits that the relevant product market should not be further 
sub-segmented by t ype or size, but rather be defined as the overall market for 
sedimentation.204 
(223)  The Commission considers that the exact product market definition can be left open 
for the purpose of this decision  as the Transaction does not raise serious doubts  as to 
its comp atibility with the internal market or the functioning of the EEA Agreement 
under any product market definition  that the Commission considers to be plausible . 
5.1.5.6.  Calcining and Roasting  
(224)  Calcining is used for the thermal processing of various materials.205. There are 
several  types of calcining technologies , including  kiln calcining s ystems  (such as 
rotary kilns)  and f luid bed calciners  (including  for lithium  and clay calcining).206 
Roasting is the heating of feed material in the presence of oxygen, seeking to 
decompo se, reduce, or morph the mineralogy of the feed material.207 
(225)  Within calcining and roasting equipment, Metso Minerals is almost exclusively 
active with its (directly and indirectly heated) rotary kilns used for petroleum coke 
and lime calcining and certain ro asting applications. Metso  Minerals  only has a very 
limited presence in fluid bed calcining ( […]). Outotec’s activities in calcining and 
roasting equipment, on the other hand, are based on fluid bed applications.208 Both 
Parties provide fluid  bed technologi es for lithium and clay calcining . 
                                                 
202  Sedimentation can be used for (i ) clarification and/or (ii) thickening. Clarification is the process for 
removal of solids from a dilute solid/liquid suspension. Thickening is the process for concentrating 
particles in a suspension by gravity compression.  
203  Form CO, paragraphs 969 and 9 70. 
204  Form CO, paragraph 972. 
205  Including limestone (decomposition of limestone (calcium carbonate) into lime (calcium oxide) and CO2), 
aluminium tri -hydroxide into alumina, and petroleum coke (decomposition of volatile materials in raw 
petroleum coke.  
206  Form CO, paragraphs 982 and 983.  
207  Form CO, paragraph 983.  
208  Form CO, paragraph 984.  
 
 
40 (226)  The relevant product market for calcining and roasting has not been previously 
defined by the Commission . 
(227)  The Notifying Party submits that the market for calcining may have to be 
distinguished further by technology.  In pa rticular, the various technologies that can 
be used for calcining and roasting (kilns, fluid beds, grates, etc.) are not substitutable 
for different applications.209 
(228)  The Commission considers that the exact product market definition can be left open 
for the p urpose of this decision  as the Transaction does not raise serious doubts  as to 
its compatibility with the internal market or the functioning of the EEA Agreement  
under any product market definition  that the Commission considers to be plausible . 
5.1.5.7.  Materials H andling  
(229)  The handling of dry materials is typically referred to as materials handling.210  
(230)  While Metso Minerals produces and sells standalone materials handling equipment, 
Outotec is not active in this area. The Notifying Party notes that Outotec sells plant 
solutions that include (non -rebranded) third -party materials handling equipment. In 
addition, Outotec produces and sells limited quantities of specialized conveyors that 
form part of its dewatering equipment. However, Outotec does not sell any 
standalone m aterials handling equipment.211 
(231)  In the Metso/Svedala  decision , the Commission considered that s creens, feeders and 
conveyors also appear to constitute distinct product markets.212 The Commission 
further concluded that each technology should be further segmente d by 
size/application into A&C products on the one hand, and mining products on the 
other hand .213 The Metso/Svedala  decision did not, however, specifically address 
other types of materials handling equipment.  
(232)  The Notifying Party submits that a distinction b y type of materials handling 
equipment is not warranted (in particular with a view to the fact that most suppliers 
of material handling equipment offer a broad range of products). In the Notifying 
Party's view, that exact product market definition can be l eft open in light of Metso  
Minerals ’ limited presence and Outotec’s negligible activities with regard to material 
handling equipment.214 
(233)  The Commission considers that the exact product market definition can be left open 
for the purpose of this decision  as th e Transaction does not raise serious doubts  as to 
its compatibility with the internal market or the functioning of the EEA Agreement 
under any product market definition  that the Commission considers to be plausible . 
                                                 
209  Form CO, paragraph 994.  
210  Materials handling equipment includes everything from railcar dumpers to ship unloading and loading 
equipment, stockyard equipment (sta ckers and reclaimers), feeders, and conveyors.  
211  Form CO, paragraph 1000.  
212  Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala , para. 47.  
213  Commission decision of 24 January 2001, Case COMP/M.2033 Metso/Svedala , para. 74.  
214  Form CO,  paragraph 1002.  
 
 
41 5.1.5.8.  Slurry Handling  
(234)  Slurry handling refers t o the hydraulic transportation of solids, i.e., the pumping of 
slurry.  There are several different types of slurry pumps based on their operation 
environment and application.215 
(235)  Within slurry handling, Metso  Minerals  offers the following equipment: (i) slurr y 
hoses and slurry pipe systems; (ii) slurry valves (third -party equipment). While 
Outotec is not active in slurry hoses, pipes, or valves, Outotec’s portfolio includes 
slurry and water pumps, slurry pumps and centrifugal water pumps. However, 
Outotec does  not offer any proprietary equipment.  
(236)  The relevant product market for sedimentation has not been previously defined by 
the Commission . 
(237)  The Notifying Party submits that the relevant product market should not be further 
segmented by type or size, but rather be defined as slurry handling.  However, given 
Outotec’s de minimis  activities based on third -party products, the Notifying Party 
submits that the product market definition can ultimately be left open.216 
(238)  The Commission considers that the exact product market  definition can be left open 
for the purpose of this decision  as the Transaction does not raise serious doubts  as to 
its compatibility with the internal market or the functioning of the EEA Agreement 
under any product market definition  that the Commission considers to be plausible . 
5.1.6.  Engineering services  
(239)  As set out in Section 4.3, specialised engineering companies in the mining industry 
offer EPC and EPCM services.  
(240)  The relevant market for EPC services in the mining industry has not been previously 
defined by  the Commission. However, the Commission previously has assessed the 
possible market for engineering services in other industries. The Commission 
concluded that there is a separate market for provision of EPC services for onshore 
Oil & Gas projects, and co nsidered that a separate EPC market may exist for wind 
farming. No further market segmentation was considered.217  
(241)  The Notifying Party submits that the same approach should be applied to 
engineering services in the mining industry, with EPC services being se parate from 
engineering services provided as part of the supply of capital equipment.  The 
Notifying Party further considers that the market should not be segmented by type of 
engineering services (EPC, EPCM). From the demand side, different services can be  
                                                 
215  Slurry pumps typically have a dry end (the motor driving the pump) and a wet end (the pump itself). 
Slurry pumps can be installed dry (drive and bearings are kept out of the slurry and the wet end is closed) 
or semi -dry (wet end submerg ed in the slurry). They are typically also classified as horizontal or vertical. 
See Form CO, paragraph 1010.  
216  Form CO, paragraph 1011.  
217  Commission decision of 22 November 2016 in Case M.8132, FMC Technologies/Technip , paragraphs  32-
34; Commission deci sion of 29 October 2013 in Case M.6995, Reggeborgh/Boskalis/VSMC , paragraphs 
18-20 
 
 
42 included depending on the exact scope of the agreement.  Furthermore, from the 
supply side, most engineering companies provide both EPC and EPCM services .218 
(242)  The results of the market investigation confirm that in the mining industry, EPC 
services constitute  a separate market from the supply of capital equipment by OEMs 
and aftermarkets due to limited substitutability in terms of service characteristics, 
technicians’ skills, prices, liability of suppliers.219 The market investigation provided 
mixed results as t o whether the possible market for EPC services in the mining 
industry should be further segmented by type of engineering services into EPC, 
EPCM or other types of plant engineering services (e.g., EPS220).221 According to a 
customer , the type of service is  “usually specific to a contract or project and most 
vendors will tailor their offering to the clients requirements”.222 
(243)  For the purpose of this decision, t he Commission concludes that there is a separate 
market for EPC services in the mining industry. The Comm ission considers that the 
question whether the market for EPC services should be further segmented by type 
of services can be left open as the Transaction does not raise serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement 
under any product market  definition  that the Commission considers to be plausible . 
5.1.7.  Manufacturing of mining equipment  
(244)  As stated in Section 4.4., the Parties  outsource most of the manufacture of equipment 
parts to suppliers. According to th e Notifying Party, this means that there may be 
upstream markets for the manufacture and supply of individual components. Mining 
equipment is assembled on -site by the customer or an engineering company, and 
component suppliers typically deliver their compo nents directly to the customer 
site.223  
(245)  The Notifying Party submits that, considering that the Parties outsource the 
manufac ture of parts to suppliers, there may be upstream markets for the 
manufacture and supplier of individual components. Although the Par ties are not 
active on any potential market for the supply of components for minerals processing 
equipment, the Commission considers that, for the purpose of this decision, the 
possible upstream market for the manufacturing of mining equipment needs to be 
addressed, considering potential concerns raised by the Transaction on the supply of 
components for minerals processing equipment.  
(246)  No views were expressed by the Notifying Party on potential sub-segmentations 
related to the market of manufacturing of mini ng equipment.224 A majority of mining 
equipment manufacturers considers that the manufacture and supply of mining 
equipment to suppliers constitute a separate market from the provision  by suppliers  
                                                 
218  Form CO, paragraph 1046.  
219  Q1, replies to questions 50 and 50.1; 1,Q2 replies to questions 42 and 42.1.  
220  Engineering procurement service  (EPS) is a  contract whereby th e EPS provider is responsible at least for 
some part of the integration engineering, but not the construction works, and does not carry the overall 
pricing risk and guarantee performance of the completed project.  
221  Q1, replies to questions 51 and 51.1; Q2  replies to questions 43 and 43.1.  
222  Q2, reply to question 43.1.  
223  Response to RFI 20  of 24 April 202 0, question 22.  
224  Response to RFI 20 of 24 April 2020, question 22.  
 
 
43 of mining capital  equipment and aftermarkets to mining compa nies.225 In that regard, 
several respondents indicate that suppliers hold a greater responsibility vis -à-vis final 
customers (mining companies) than the mining equipment manufacturers. The 
suppliers  responsibility involves the production quantity, while manu facturers is 
responsible for the quality of the equipment delivered. Another respondent further 
indicates that suppliers provide a larger scope of supply to the mining companies 
than the mining equipment manufacturers .226 In addition, the results of the mark et 
investigation did not provide conclusive views as to possible sub -segmentations of 
the market for the manufacturing of mining equipment.  
(247)  In any event, t he Commission considers that the exact product market definition can 
be left open for the purpose of  this decision  as the Transaction does not raise serious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement  under any product market definition  that the Commission considers to be 
plausible . 
5.2. Geographic market de finition  
5.2.1.  Capital equipment  
(248)  This section refers to all types of capital equipment assessed in this decision because 
the same considerations and evidence apply to the different types of capital 
equipment  addressed, namely grinding equipment, flotation equipm ent, filtration 
equipment and iron ore pelletizing equipment .  
5.2.1.1.  Commission precedents  
(249)  In its Metso/Svedala  decision  the Commission found that the relevant geographic 
market for crushers  sold to mining customers was EEA -wide in scope.227  
5.2.1.2.  The Notifying Party’s  view  
(250)  The Notifying Party submits that the relevant markets for mining capital equipment 
have evolved since 2001 , when the Metso/Svedala  decision was adopted, such that it 
would be justified to assess the Transaction on a world -wide geographic market for 
the following reasons.228 
(251)  First, the Notifying Party argues that EEA customers no longer require a significant 
local or EEA -based presence from their suppliers in tenders for capital equipment. 
The procurement of mining equipment has become a global process  with 
international players bidding from across regions. The Notifying Party thus explains 
that non -EEA suppliers (e.g., CITIC, BGRIMM, Woodgrove) regularly  participate in 
tenders in Europe.   
(252)  Second, the Notifying Party further argues that, within the EEA, t oday’s mining 
industry operates mostly in a few regions, such as the Nordic countries, the Iberian 
Peninsula and Eastern Europe. Mining operators active in the EEA are often part of 
                                                 
225  Q4 – Questionnaire to Mining Equipment Manufacturers (“Q4”), replies to question 3.  
226  Q4, replies to question 3.1.  
227  Commission decision of 24 January 2001 in Case COMP/M.2033 Metso/Svedala , paragraph 114.   
228  Form CO, paragraphs 101 to 155.  
 
 
44 large global groups.229 This “globalization” of the customer structure230 results in a 
standardi sation of purchasing processes and product requirements across borders. As 
a result, customers’ preferences and requirements are no longer strongly regionally 
differentiated, but tend to be homogeneous across continents, reflecting the 
customers’ global presence and their global approach to sourcing.  
(253)  Third, the Notifying Party contends that the mining capital equipment markets are 
characterised by substantial  trade flows  between the EEA and other regions globally, 
with a trend towards incr easing imports/exports, while some impediments to trade 
between these regions may exist. In particular, there are no substantial trade barriers 
with respect to the capital equipment supplied by the Parties (in terms of quotas, 
tariffs, regulations, technic al and safety requirements, or high transportation costs) 
that would restrict the flow of imports/exports into/out of the EEA.  
(254)  Fourth, the Notifying Party emphasises that suppliers  typically have global 
organisational structures (e.g., Metso  Minerals’  grinding division is based in the 
USA, Outotec’s international “centre of excellence” model relies on multiple centres 
located around the world). This also applies to the Parties’ main competitors, such as 
FLSmidth or the Chinese supplier CITIC, which became a global competitor over 
the past few years. Therefore, according to the Notifying Party, the main suppliers 
are active globally, with strong presence both inside and outside of the EEA.  
(255)  Fifth, the Notifying Party argues that the supply chain for capital e quipment is global 
and that capital equipment components are produced anywhere in the world, shipped 
to the customer’s mine and assembled and installed on -site. 
(256)  Sixth, the Notifying Party argues that the main capital equipment suppliers in the 
mining indus try are active globally. To demonstrate this, the Notifying Party 
analysed bidding data according to which the 7 to 12 main mining equipment 
suppliers of each of the main types of capital equipment  are active in three or more 
regions231 of the world.  
(257)  Finall y, the Notifying Party also considers that there are no significant price and 
margin differences across regions showing that there is no appreciable difference in 
the degree of competitive intensity between the EEA and other regions. […].232 The 
Notifying Pa rty also submits that the geographical scope of the relevant market does 
not differ depending on the product supplied and that the EEA does not present 
specific characteristics that would identify it as a separate geographic market.  
5.2.1.3.  The Commission’s assess ment  
(258)  Taking into account the Notifying Party’s submissions, the Commission has carried 
out a market investigation with the aim to determine the scope of the relevant 
geographic market for the types of mining capital equipment assessed in this 
decision, nam ely grinding equipment, flotation equipment, filtration equipment and 
                                                 
229  Such as GE, Boliden, Sibelco, Grupo México, Dundee Precious Metals, Mitsubishi Hitachi, LKAB and 
others).  
230  Form CO , paragraph 118 . 
231  For this purpose the five global regions are defined as: Africa, APAC, the Americas, the EEA, and 
EMEA.  See Form CO, paragraph 135.  
232  Form CO , paragraph 142.  
 
 
45 iron ore pelleti zing equipment (including all plausible sub -segmentations ). The 
Commission’s market investigation has largely confirmed the Notifying Party’s 
position that the relevant g eographic market for both (i) capital equipment and (ii) 
aftermarkets is global in scope.  
(259)  A vast majority of the customers that responded to the market investigation indicates 
that they purchase mining capital equipment  (i.e., grinding, flotation, filtrati on, iron 
ore pelletizing and all plausible segmentation s) at global level.233 Customers thus 
indicate that they choose the most appropriate equipment on a global basis without 
local preferences.234 Only a minority of customers considers that local presence is a 
key requirement when choosing a capital equipment supplier. Nonetheless, these 
customers confirm that capital equipment suppliers operate world -wide service 
networks and/or that local presence is only one out of several criteria taken into 
account in a d ecision to purchase capital equipment.235 The vast majority of 
customers confirms that no specific barriers to entry or trade exist between different 
countries or regions of the world.236 
(260)  A vast majority of the suppliers that responded to t he market investigat ion explains  
that they supply capital equipment globally,237 and indicate s that local presence is a 
key requirement to win tenders, but confirm s at the same time that their global 
networks allowed them to meet  local presence requirements.238 
(261)  On this basis, the  Commission concludes that  the relevant geographic market for the 
supply of mining capital equipment , assessed in this decision (i.e., grinding, 
flotatio n, filtration, iron ore pelleti zing) including the  plausible sub -segmentations,  
is global in scope.  
5.2.2.  Aftermarkets  
(262)  The Commission’s market investigation also covered  aftermarkets comprising 
services and the supply of spare parts and wear parts  for the types of mining capital 
assessed in this decision , namely grinding equipment, flotation equipment, filtrati on 
equipment and iron ore pelleti zing equipment  (as discussed in Sections 5.1.1.2, 
5.1.2.2, 5.1.3.2, 5.1.4.2 ). 
5.2.2.1.  Commission precedents  
(263)  The relevant geographic market for aftermarket services, spare and wear parts for 
capital equipment in the mining industry has not been previously assessed by the 
Commission.  
5.2.2.2.  The Notifying Party's views  
(264)  The Notifying Party submits that the relevant geographic market s for the 
aftermarkets in relation to grinding, flotation, filtration, and iron ore pelletizing (and 
                                                 
233  Q2, r eplies  to question 44.  
234  Q2, rep lies to question 44.1  
235  Q2, re plies to question 45.  
236  Q2, r eplies  to question 46, 46. 1. 
237  Q1, replies to question 52.  
238  Q1, replies to question 54, 54.1  
 
 
46 possible seg mentations of those markets) are global in scope for the following 
reasons.  
(265)  First, the Notifying Party argues that a local presence is (nowadays) not a 
requirement to provide maintenance services. The Notifying Party considers that 
technology allows superv ision by experts based anywhere in the world (for example 
through remote maintenance), and should an on -site inspection be required, experts 
can intervene from anywhere in the world. In addition, technological advancements 
allow for remote support in many instances, thus  making a local presence less 
crucial.  
(266)  Second, as regards spare parts, the Notifying Party argues that they are typically 
produced only in a few locations around the globe and are shipped in as needed. 
Regarding wear parts, they would be typ ically mass -produced on a global basis and 
stocked/shipped in as needed. According to the Notifying Party, the market is 
characteri sed by the presence of several suppliers not linked to OEMs, which supply, 
for example, mill linings on a global or regional basis.  
(267)  The Notifying Party argues that the precise scope of the relevant geographic market 
can be left open as in any even the Transaction would not raise competition concerns 
either on an EEA basis or on a worldwide basis.239 
5.2.2.3.  The Commission’s  assessment  
(268)  Taking into account the Notifying Party’s submissions, the market investigation 
aimed at determining  the scope of the relevant geographic market for the aftermarket 
services and the supply of spare and wear parts relating to the types of mining capital 
equipm ent assessed in this decision, namely grinding equipment, flotation 
equipment, filtration equipment and iron ore pelleti zing equipment (including all 
plausible sub -segmentations). The market investigation has largely confirmed the 
Notifying Party’s positio n that the relevant geographic market s for these services and 
products is global in scope.  A majority of customers that responded to the market 
investigation indicates that aftermarket services, spare and wear parts for mining 
capital equipment are procure d at a global level.240 Customers indicate that they 
choose the most appropriate equipment on a global basis and have no local 
preferences.241 While a majority of respondents considers that local presence is an 
important factor when choosing a supplier, the results of the  market investigation 
confirm that most companies are present world -wide and that, in addition, local 
presence is only one of multiple factors taken into account to select suppliers.242 
Only a minority of customers considers that specific barrier s to entry or trade exist in 
certain countries or regions of the world, refer ring however to general barriers such 
as customs or anti -dumping measures.243 
(269)  The majority of suppliers that responded to the market investigation also indicates 
that that they prov ide their aftermarket services, spare and wear parts for mining 
                                                 
239  Form CO, paragraphs 156 to 158.  
240  Q2, replies to question 47 . 
241  Q2, replies 47 .1 
242  Q2, replies to que stions 48 and 48.1.  
243  Q2, replies to questions 49 and 49.1  
 
 
47 capital equipment globally.244 A vast majority of suppliers considers that local 
presence is a key requirement to win tenders, but indicate at the same time that they 
operate global networks and  are therefore able to comply with this requirement.245 
(270)  On this basis, the Commission concludes that the relevant geographic market for 
aftermarkets and the supply of spare parts and wear parts in relation to grinding, 
flotation, filtration, and iron ore pel letizing are global in scope.246 
5.2.3.  Other capital equipment  
(271)  In the Metso/Svedala  decision  the Commission considered that the markets for 
crushers used for mining applications were EEA -wide .247 The relevant geographic  
market s for size control (for mining applicati ons),248 washing, magnetic separation, 
sedimentation, calcining and roasting, material handling, slurry handling have  not 
been previously defined by the Commission . 
(272)  The Notifying Party considers that, for the reasons set out in relation to the markets 
for gr inding, flotation, filtration and iron ore pelletizing equipment (see Section 
5.2.1. 3), the geographic definition for the markets for crushing, size control, 
magnetic separation, sedimentation, calcining and roasting, material handling, slurry 
handling should be considered as global in scope.249  
(273)  The Commission considers that , based on the Notifying Party’s submission , the 
market conditions described in sections 5.1.1.1., 5.1.2.1., 5.1.3.1. and 5.1.4.1. , 
related to the geographic scope of the markets for grin ding, flotation, filtration and 
iron ore pelletizing  apply irrespective of the type of mining equipment considered in 
this decision.  
(274)  Therefore, the Commission considers that, for the purpose of this decision, the 
markets for crushing, size control (for mi ning applications), washing, magnetic 
separation, sedimentation, calcining and roasting, material handling, slurry handling  
(and possible segmentations) are global in scope . 
5.2.4.  Engineering  services  
(275)  The Notifying Party submits that engineering services in the mining industry are 
provided at a global level in line with the Commission’s precedents relating to 
engineering services in other industries.250 
(276)  The results of the market investigation confirm that EPC services in the mining 
industry are provided and procure d at a global level.251 
                                                 
244  Q2, replies to question 47 . 
245  Q1, replies to question s 56, 56.1.  
246 The effects of the Transaction on a possible EEA -wide geographic market will not be assessed for the 
purposes of this decisio n. 
247  Commission decision of 24 January 2001 in Case COMP/M.2033 Metso/Svedala , para. 114.  
248  In its decision Metso/Svedala , the Commission considere d that the geographic markets for screens, feeders 
and conveyors for A&C applications (and not for mining applications) was national (paragraph 72).  
249  Form CO, Section 6B and paragraphs 914, 932, 960, 973, 993, 1003 and 1014.  
250  Commission decision of 22 November 2016 in Case M.8132, FMC Technologies/Technip , paragraph  49. 
251  Q1, replies to question 58; Q2,  replies to question 50.  
 
 
48 (277)  The Commission considers that, for the purpose of the this decision, the geographic 
market for EPC services (and possible sub -segmentations) in the mining industry is 
global in scope.  
5.2.5.  Manufacturing of mining equipment  
(278)  The Notifying Pa rty did not provide its views related to the geographic definition of 
the potential market for the manufacturing of mining equipment.252  
(279)  The results of the market investigation indicate that mining equipment are provided 
to OEMs at global level.253  
(280)  The Commi ssion considers that, for the purpose of the this decision, the geographic 
market for the manufacturing of mining equipment (and possible sub -segmentations) 
in the mining industry is global in scope.   
6. COMPETITIVE ASSESSMEN T 
6.1. Framework for the competitive as sessment  
6.1.1.  Horizontal non -coordinated effects  
(281)  The Horizontal Merger Guidelines describe horizontal non -coordinated effects as 
follows: “A merger may significantly impede effective competition in a market by 
removing important competitive constraints on one o r more sellers who 
consequently have increased market power. The most direct effect of the merger will 
be the loss of competition between the merging firms. For example, if prior to the 
merger one of the merging firms had raised its price, it would have lo st some sales to 
the other merging firm. The merger removes this particular constraint. Non -merging 
firms in the same market can also benefit from the reduction of competitive pressure 
that results from the merger, since the merging firms’ price increase m ay switch 
some demand to the rival firms, which, in turn, may find it profitable to increase 
their prices. The reduction in these competitive constraints could lead to significant 
price increases in the relevant market.”254 
(282)  A merger giving rise to such non -coordinated effects might significantly impede 
effective competition , in particular  by creating or strengthening the dominant 
position of a single firm, one which, typically, would have an appreciably larger 
market share than the next competitor post -merger . Furthermore, mergers in 
oligopolistic markets involving the elimination of important competitive constraints 
that the merging parties previously exerted upon each other together with a reduction 
of competitive pressure on the remaining competitors may, e ven where there is little 
likelihood of coordination between the members of the oligopoly, also result in a 
significant impediment of competition.  
(283)  The Horizontal Merger Guidelines list a number of factors which may influence 
whether or not significant hori zontal non -coordinated effects are likely to result from 
                                                 
252  Response to RFI 20 of 24 April 2020, question 22.  
253  Q4, replies to questions 4 and 4.1.  
254 Horizontal Merger Guidelines, para. 24.  
 
 
49 a merger, such as the large market shares of the merging firms, the fact that the 
merging firms are close competitors, the limited possibilities for customers to switch 
suppliers , or the fact that th e merger would eliminate an important competitive 
force.255 That list of factors applies equally regardless of whether a merger would 
create or strengthen a dominant position, or would otherwise significantly impede 
effective competition due to horizontal non-coordinated effects. Furthermore, not all 
of these factors need to be present to make significant horizontal non-coordinated 
effects likely and it is not an exhaustive list.256  
(284)  Finally, the Horizontal Merger Guidelines describe a number of factors, which could 
counteract the harmful effects of the merger on competition, including the likelihood 
of buyer power, entry and efficiencies.  
6.1.2.  Conglomerate effects  
(285)  According to the Non -Horizontal Merger G uidelines , in most circumstances, 
conglomerate mergers do not lead to competition problems.257  
(286)  However, foreclosure effects may arise when the combination of products in related 
markets confer on the combined  entity the ability and incentive to leverage a strong 
market position from one market to another closely relat ed market by means of tying 
or bundling or other exclusionary practices. The Non -Horizontal Merger Guidelines 
distinguish between bundling , which usually refers to the way products are offered 
and priced by the combined  entity258 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).  
(287)  Tying and bundling as such are common practices that often have no anticompetitive 
consequences. Neverthel ess, in certain circumstances, these practices may lead to a 
reduction in actual or potential rivals’ ability or incentive to compete. Foreclosure 
may also take more subtle forms, such as the degradation of the quality of the 
standalone product.259 This may reduce the competitive pressure on the combined  
entity allowing it to increase prices.260 
(288)  In assessing the likelihood of such a scenario, the Commission examines, first, 
whether the combined  firm would have the ability to foreclose its rivals,261 second, 
wheth er it would have the economic incentive to do so262 and, third, whether a 
foreclosure strategy would have a significant detrimental effect on competition, thus 
                                                 
255 Horizontal Merger Guidelines, para s. 27 et seq.  
256 Horizontal Merger Guidelines, p ara. 26.  
257   Non-Horizontal Merger Guidelines, paragraph 92.  
258   Within bundling practices, the 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.  
259  Non-Horizontal Merger Guidelines, para. 33.  
260  Non-Horizontal Merger Guidelines, para. 93.  
261  Non-Horizontal Merger Guidelines, para. 95 to 104.  
262  Non-Horizontal Merger Guidelines, para. 105 to 110.  
 
 
50 causing harm to consumers.263 In practice, these factors are often examined together 
as they are clo sely intertwined.  
(289)  In order to be able to foreclose competitors, the combined  entity must have a 
significant degree of market power, which does not necessarily amount to 
dominance, in one of the markets concerned. The effects of bundling or tying can 
only b e expected to be substantial when at least one of the merging parties’ products 
is viewed by many customers as particularly important and there are few relevant 
alternatives for that product.264 Further, for foreclosure to be a potential concern, it 
must be the case that there is a large common pool of customers  for the bundled or 
tied products , which is more likely to be the case when the products are 
complementary.265 The foreclosure effects of bundling and tying are likely to be 
more pronounced in industries  where there are economies of scale and the demand 
pattern at any given point in time has dynamic implications for the conditions of 
supply in the market in the future. Conversely, the scope for foreclosure tends to be 
smaller where the merging parties can not commit to making their tying or bundling 
strategy a lasting one.266 Finally, bundling is less likely to lead to foreclosure if rival 
firms are able to deploy effective and timely counter -strategies, such as single -
product companies combining their offers .267 
(290)  The incentive to foreclose rivals through bundling or tying depends on the degree to 
which the strategy is profitable.268 Bundling and tying may entail losses or foregone 
revenues for the combined  entity.269 However, they may also allow the combined  
entity to increase profits by gaining market power in the tied goods market, 
protecting market power in the tying good market, or a combination of the two.270  
(291)  It is only when a sufficiently large fraction of market output is affected by 
foreclosure resulting from the concentration that the concentration may significantly 
impede effective competition. If there remain effective single -product players in 
either market, competition is unlikely to deteriorate following a conglomerate 
concentration.271 The effect on compet ition needs to be assessed in light of 
countervailing factors such as the presence of countervailing buyer power or the 
likelihood that entry would maintain effective competition in the upstream or 
downstream markets.272 
6.2. Market data methodology  
(292)  As regards th e market share data used in the Form CO, the Notifying Party notes that 
the Parties generally have limited visibility regarding the size of the affected markets 
and the sales and shares of their main competitors. This is because mining customers 
                                                 
263  Non-Horizontal Merger Guidelines, para. 111 to 118. 
264  Non-Horizontal Merger Guidelines, paragraph 99.  
265  Non-Horizontal Merger Guidelines, paragraph 100.  
266  Non-Horizontal Merger Guideline s, paragraphs 101 -102. 
267  Non-Horizontal Merger Guidelines, paragraph 103.  
268  Non-Horizon tal Merger Guidelines, paragraph 105.  
269  Non-Horizontal Merger Guidelines, paragraph 106.  
270  Non-Horizontal Merger Guidelines, paragraph 108.  
271  Non-Horizontal Merger Guidelines, paragraph 113.  
272  Non-Horizontal Merger Guidelines, paragraph 114.  
 
 
51 typically purchase equipment through competitive tenders to which the Parties are 
not always invited.  
(293)  The Notifying Party’s market share estimates used for the purposes of this decision 
are based on estimates produced by McKinsey for sales to mining customers 
(referred to below as “McKinsey Data”).  
6.2.1.  McKinsey Data  
(294)  The Notifying Party has commissioned a study from the consultancy firm McKinsey 
for the purpose of assessing the Transaction. The Notifying Party submit s that 
McKinsey’s modelling tool is considered as one o f the most reli able databases on the 
mining industry .  
(295)  The methodology used by McKinsey relies on a  model led estimated size  for the 
global mining market for the four main capital equipment markets (grinding, 
flotation, filtration, and iron ore pelletizing)  and their respective segments.273 The 
Parties’ market shares in value were calculated taking into account the actual sales 
recorded by each Party and the market size estimates provided by McKinsey for the 
period 2014 -2018.274 
(296)  The Commission has relied on value market shares based on McKinsey data as a 
primary source for assessing the Parties’ market position in this decision.  
6.2.2.  Pooled bidding data  
(297)  The Notifying Party has  also submitted bidding data to the Commission , which had 
been compiled  for the purpose of assessing the Transaction. Each Party  identified 
mining projects  of which they were aware of  in the last seven to ten years . Following 
this exercise, they then identified same projects that appeared in both Outotec’s and 
Metso Minerals’ datasets, and added t enders identified by only one of the Parties  
and finally combined these in order to create a “pooled” bidding dataset.275 The 
Notifying Party used the pooled bidding dataset as an alternative source for market 
shares as well as a tool to assess the closenes s of competition between the Parties. 
However,  the p ooled bidding data is  incomplete .276 First, it does not include the 
projects to which the Parties were not invited to submit bids, and the projects that 
they were not aware of over the relevant period. Seco nd, as it relies on the Parties’ 
market knowledge, the dataset lacks complete and verified information on the 
participation of other competitors, and overlooks the participation of suppliers in 
certain tenders that the Parties were unaware of. As a result,  the participation of 
competitors is likely underestimated. Third, the Notifying Party submits that while 
the Parties tend to keep a good record of won tenders, their lost bids are likely to be 
under -reported. The Commission also notes that in some instanc es the identity of 
winners has not been recorded, hence further underestimating the wins of the 
Notifying Party’s competitors.  
                                                 
273  Form CO, Annex 7.1.  
274  For some segments the market share estimates were provided for the period 2014 – 2019.  
275  Form CO, paragraph 173.  
276  Response to RFI 17 of 2 April 2020 . 
 
 
52 (298)  In light of these shortcomings, market shares based on wins from recorded tenders in 
the pooled bidding data cannot be considered  to constitute reliable estimates.277 As 
explained in Section 6.2.1, the Commission primarily relies on McKinsey market 
share estimates to assess the Parties’ position. However, the Commission used the 
pooled bidding dataset to examine the closeness of compe tition between the Parties 
and to supplement the results of the market investigation. The Commission analysed 
the Parties bidding behaviour and winning rates in the markets of grinding, flotation 
and filtration in competitive tenders278 based on the Parties’  pooled bidding data  for 
the period 2013 -2019, and iron ore pelletizing for the period 2010 -2019. The 
difference between those two periods results from the fact that the Parties were able 
to submit data over a longer period of time in iron pelletizing. Bidding analysis 
conducted on the basis of the Parties’ pooled bidding data should be interpreted in 
light of the fact that the information on other competitors is likely under -reported. 
Therefore, the Commission considers that its analysis of the participati on and 
winning patterns in the present case constitutes  a conservative measure of the 
closeness of competition between the Parties and likely overstates the competitive 
pressure on each other.     
(299)  The results of the Commission’s analysis are presented in r espective competitive 
assessment sections for each product market.  
6.2.3.  Installed base data (for grinding)  
(300)  The Parties’ installed base data refer to grinding equipment installed by the different 
suppliers throughout 2014 -2019  and is based on the Parties’ inter nal tracking of the 
relevant  projects of which they are aware.  The Commission analysed th ese data, but 
the resulting market share estimates were not sufficiently precise  to serve as a basis 
for the competitive assessment.  The lack of preciseness follows fr om the fact that the 
Parties are often not aware of projects if they are not invited to submit bids279, 
similar to the situation described for the pooled biddi ng data (see S ection 6.2.2 . 
above).  The Commission has thus not relied on these data for its findin gs in this 
decision.280 
6.3. Procurement in the mining industry  
(301)  The results of the market investigation confirm that the vast majority of customers 
procures capital equipment through competitive tender procedures.281 According to a 
customer: “The tender process all ows us to better understand technically and 
commercially what is available in the market at any given point in time” .282 
Respondents to the market investigation explain that bilateral negotiations are much 
more limited and are mainly used for the replacement  of existing equipment (when it 
is not materially different from installed equipment) or for repeat orders.283 
                                                 
277  Form CO, paragraph 176.  
278  Competitive tenders are defined as tenders with more than one participant.  
279  Form CO, paragraph 186.  
280  The Commission’s assessment for iron ore pelletizing will address the Parties’ installed base capacities 
based on marke t studies coming from mining industry experts (see Section 6.10.3.).  
281  Q1, replies to question 59; Q2, replies to question 51.  
282  Q2, reply to question 51.1.  
283  Q2, replies to question 52.1.  
 
 
53 (302)  A typical tender process, according to the results of the market investigation, 
involves  several rounds and discussions of technical and commercial  terms.284 In 
their competitive tenders, customers invite between 2 and 5 bidders in order to 
compare technical features of the equipment, price and general contractual terms and 
conditions.285 
(303)  The main criteria for selecting suppliers of mining equipment incl ude, inter alia , 
technical performance and quality, suppliers’ reputation and track record, price and 
total cost of ownership, availability and quality of service support, and delivery 
times.286  
(304)  The majority of customers does not consider that a prior comme rcial relationship 
would render an OEM a more credible bidder  for greenfield projects .287 For 
brownfield projects, certain customers indicate the incumbent supplier may have an 
advantage if the project concerns an expansion or replacement of already installe d 
equipment; however, that advantage is not systematic, as it also requires that the 
customer is satisfied with the existing technology and commercial relationship .288 
Other customers consider that the existence of a prior commercial relationship does 
not pl ay an important role even in brownfield projects. Several competitors that 
responded to the market investigation also indicate that for brownfield projects , 
regarding which they are not the incumbent,  they would submit a bid if the customer 
is seeking to c hange the installed equipment and technology.289 
(305)  A vast majority of customers that responded to the market investigation involves 
specialised engineering companies in mining projects.290 The c ustomers’ decision to 
involve specialised engineering companies  is driven by the value and technical 
complexity of the project.291 Engineering companies are primarily involved in 
greenfield projects and large -scale brownfield projects, whereas the majority of 
customers relies on in -house procurement and engineering departmen ts for other 
small -scale brownfield projects.292 Customers which procure EPC or EPCM services 
from engineering companies indicate that an in -house team would typically oversee 
their work.293  
(306)  If requested by customers, an engineering company may also tailor an d run the 
tender process according to the mining company’s specifications (i.e., under an 
EPCM contract).294 In that regard, engineering companies seek to obtain the most 
suitable offers at the most competitive conditions on behalf of the customer, by 
design ing tenders (e.g., as a package for multiple types of equipment or as discrete 
lots) and inviting suppliers to bid accordingly. The involvement of engineering 
                                                 
284  Q1, replies to question 60; Q2, replies to question 52.  
285  Q1, replies to question 61; Q2, replies to questions 51.1., 56 and 56.1  
286  Q2, replies to question 53.  
287  Q2, replies to questions 54 and 55.  
288  Q2, replies to question 56.  
289  Q1, replies to question 64.1.  
290  Q2, replies to question 60.  
291  Q2, replies to que stion 61.1.  
292  Q2, replies to question 61.  
293  Q2, replies to question 60.1.  
294  Q2, replies to question 60.  

 
 
55 tumbling mill type  are set out below, and the names of the main competitors  in each 
segment :297 
- Ball mills: Outotec [10-20]%, Metso  Minerals  [10-20]%, combined [20-30]% - 
main competitors FLSmidth, CITIC, thyssen krupp;  
- SAG/AG mills: Outotec [10-20]%, Metso  Minerals  [10-20]%, combined [30-
40]% - main competitors FLSmidth, CITIC, thyssen krupp;298 
- Pebble mills: Outotec [0-5]%, Metso  Minerals  [0-5]%, combined [0-5]% - main 
competitors thyssen krupp, FLSmidth, CITIC;  and 
- Rod mills: Outotec [5-10]%, Metso  Minerals  [0-5]%, combined [10-20]% - main 
competitors CITIC, thyssen krupp, FLSmidth.  
(311)  Similarly, the Notifying Party provided the Parties’ combined  market share estimates 
for a possible  market segmentation of tumbling mills by power and/or size categories 
as discussed in Section 5.1.1.1  (paragraphs 5 9 to 63) above , and the names of the 
Parties’  main competitors in each possible market:299 
- 0 to 3,000 kw /up to 15 ft (c. 5  m): Outotec [10-20]%, Metso  Minerals  [10-20]%, 
combi ned [20-30]%, main competitors: FLSmidth, CITIC, thyssenkrupp;  
 
- 3,000 kw to 20,000 kw /15 to 30 ft (c. 5 to 10  m): Outotec [10-20]%, Metso  
Minerals  [10-20]%, combined [20-30]%, main competitors FLSmidth, CITIC, 
thyssenkrupp;  
 
- More than  20,0000 kw /30 ft (c. 10 m): Outotec [0-5]%300, Metso Minerals [30-
40]%, combined [30-40]%, main competitors FLSmidth, CITIC, Cemtec.  
(312)  As regards a possible market for stirred mills, the Notifying Party  estimate s that 
Outotec has a world -wide market share of [10-20]%, Metso  Minera ls of [20-30]% 
and that both Parties combined have a world -wide market share of [30-40]%. 
According to the Notifying Party, the main competitors for stirred mills are 
Glencore, CITIC and Eirich.301 
(313)  The Parties’ main competitors in this market are companies t hat are mostly active 
globally. FLSmidth is headquartered in Denmark with global operations supplying a 
large portfolio of grinding equipment, and covering all the types of grinding mills in 
in which the Parties’ activities overlap. CITIC is a major Chines e supplier of 
grinding equipment with global coverage supplying equally all types of grinding 
mills in question. thyssenkrupp is a multinational conglomerate based in Germany 
focusing on industrial engineering and steel production and is a major player in the 
global grinding mill industry . Cemtec, also based in Germany and active world -
                                                 
297  Response to R FI 22 of 28 April 2020, question 4.  
298  The Notifying Party estimates that if a distinction is made between AG and SAG mills, the market shares 
for each of these two segmentations would be identical to those of the overall market for AG/SAG mills, 
response to RFI 24 of 1 May 2020, question 4 a.  
299  Response to RFI 23 of 28 April 2020, question 1.  
300  […].  
301  Response to RFI 22 of 28 April 2020, question 4.  
 
 
56 wide, has a diverse grinding mill portfolio covering all types of mills covered by this 
decision.  
(314)  In addition, there are other companies with  strong regional (and, for some,  
increasingly global) competition such as  NCP, Glencore, Eirich, CRIMM, Loesche, 
Farnell and Thompson (mostly North America), NHI and BGRIMM (China), 
Uralmash (Russia and CIS). Turkish suppliers Ersel and Remas have won projects 
for small mills in Europe i n the last years.  
6.4.2.  The Notifying Party’s views  
(315)  The Notifying Party submits that the Transaction does not raise competition 
concerns in relation to grinding equipment on a worldwide geographic market for the 
reasons set out below.  
(316)  The Notifying Party argues  that the Parties’ global combined share over the period 
2014 -2018 ( [30-40]%) is moderate. Over this period, Metso  Minerals  is estimated to 
have ranked fourth with [10-20]% of sales and was smaller than market leader 
FLSmidth  ([10-20]%) and CITIC ( [10-20]%). 
(317)  The Notifying Party also argues that in both tumbling mills including any plausible 
segmentations of these markets  (i.e., ball mills, SAG/AG mills, pebble mills and rod 
mills and broken down by size/power categories) and stirred mills the Parties are 
exposed to competition from major global operators such as FLSmidth (DK), CITIC 
(China), thyssenkrupp (DE), Cemtec (DE), NCP (SA), Glencore (UK/CH),  Eirich 
(DE), BGRIMM (China), Loesche (DE), Ersel (TK) and other – EU and non -EU - 
operators. The Parties nota bly emphasise that Chinese suppliers such as CITIC have 
significantly improved their position over the past years, to a point where they now 
exercise a strong competitive constraint on existing global suppliers, in particular as 
they can offer their produc ts at a much lower price.  
(318)  The Notifying Party also argues that the Parties are not particularly close 
competitors. The Parties bidding data thus indicates that […]. 
(319)  Further, the Notifying party emphasises that no barriers to entry and expansion exist 
as there would be no significant technological differentiation between the various 
competitors, and the smaller regional competitors would not face significant 
technological barriers to expand their market presence. The Notifying Party also 
submits that OEMs t ypically do not manufacture the equipment themselves, but 
rather use sub -suppliers to provide all parts of the equipment.  
(320)  The Notifying Party also argues that competition is significantly enhanced by the 
fact that grinding equipment is typically sourced th rough highly competitive bidding 
processes, ensuring strong competition irrespective of the size of the project in 
question.  
(321)  The Notifying party submits that the arguments above ( paragraphs 315 to 320 to) 
apply mutatis mutandis  to each segmentations of the  grinding equipment market 
assessed by the Commission, i.e., grinding mills broken down by type (stirred mills, 
tumbling mills overall and tumbling mills  broken down into AG/SAG mills, ball 
mills, pebble mills, and rod mills ) as well as  tumbling mills brok en down by size, 
namely small mills, medium mills and large mills.  
 
 
57 (322)  In addition, the Notifying Party emphasises that for tumbling mills, the Parties will 
remain subject to significant competition from sophisticated international 
competitors and smaller, mo re regionally active suppliers alike. In particular, it 
submits that tumbling mills are even more commoditized than other types of 
grinding mills (including stirred mills), with a greater number of competitors 
constraining the Parties post -Transaction.  
(323)  Regarding stirred mills, the Notifying Party emphasises that the combined entity will 
also face several large global  competitors, namely Glencore, CITIC, Eirich, 
FLSmidth , thyssenkrupp, and a number of smaller competitors. Metso Minerals, who 
introduced stir red mill technology many years ago, has lost its incumbent position 
following the entry of several global competitors. The Notifying Party expects that 
the stirred mills market will  continue to attract additional competitors in the future. 
In addition, the  Notifying Party consider s that stirred mills are subject to substitution 
from ball (and other tumbling) mills to a significant extent.  
(324)  Furthermore, the Notifying Party consider s their main competitors for small and 
medium -sized mills to be largely similar  as all global competitors offer mills in the 
given power ranges. The top competitors include  (in order of estimated market 
position) FLS midth , CITIC, thyssenkrupp, NCP, Cemtec, NHI, and Uralmash. The 
number of competitors in the plausible segmentation for  small grinding mills is the 
highest of all size -segments, with a significant number of smaller regional and local 
competitors. The Notifying Party submit s that overall, there are more than a dozen 
global and regional suppliers for small grinding mills, in cluding A.M. King, Cemtec, 
ChristianPfeiffer, CITIC, Eirich, Ersel, Farnell & Thompson, FLS midth , NCP, 
Osborn, Remas, Sepro, Sturtevant, Tenova, thyssenkrupp, Weir, and Westpro.  
(325)  Lastly, the Notifying Party emphasises that Metso Minerals and FLS midth  are the 
main competitors regarding large grinding mills. Throughout the past five years, the 
Parties consider that FLS midth  was the clear market leader with a global share of 
[60-70]%. In the more distant past, CITIC has installed a number of large grinding 
mills as well. For its part, […]. 
6.4.3.  Commission’s assessment  
(326)  The Commission considers that, for the reasons set out below, the Transaction does 
not raise serious doubts as to its compatibility with the internal market as a result of 
possible horizontal non -coord inated effects , and in particular through the creation or 
strengthening of a dominant position,  in the market for the supply of grinding  
equipment and possible segment ation s. 
(327)  First, the Parties’ combined  market share  remains moderate both i n the overall 
market and in any of the plausible  segment ation s assessed for the purposes of th e 
this decision  (i.e., tumbling mills broken down by mill type and size/power category  
and stirred mills ). The Notifying Party estimates that the Parties’ world -wide 
combined mar ket share for tumbling mills only does not exceed [20-30]%. Further, 
the Notifying Party estimates  that (i) the Parties’ combined  market share  only 
exceed s [30-40]% in the area of stirred mills  and large tumbling mills  (potentially 
reaching [40-50]%, where by the increment in large tumbling mills is low ), (ii) is 
[30-40]% in ball mills and AG/SAG mills , and (iii) remains  below [20-30]% for 
pebble mills, rod mills and medium tumbling mills . In all these plausible segments, 
the combined  entity will continue to  face competition from several major global 
 
 
58 players, in particular FLSmidth, CITIC, thyssen krupp, as well as Cemtec (DE), NCP 
(SA), Glencore (UK/CH), Eirich (DE), BGRIMM (China), Loesche (DE), Ersel 
(TK) and other – EU and non -EU-based  - operators .302 There are additional global 
and regional suppliers for small grinding mills.303  
(328)  Second, Outotec and Metso Minerals are not particularly close competitors  with 
regard to the supply of grinding equipment. In this respect, while Outotec and Metso 
Minerals are indeed  considered to be competitors in the grinding mills business304, 
they have a differentiated offering . One of the respondents in the market 
investigation  states  that Outotec and Metso Minerals “compete only in mills up to 12 
feet in diameter, however, there i s multiple participation of suppliers in this segment. 
For larger diameters, Metso's competition would be FLSmidth, thyssenkrupp, 
CITIC.”305 An internal document submitted by the Notifying Party confirms that 
Outotec and Metso  Minerals  have a different comme rcial focus, […].306  
(329)  This assessment was confirmed by the results of the market investigation. Both 
customers and competitors consider that major suppliers, in particular FLSmidth, 
thyssenkrupp and CITIC, but also Cemtec and Christian Pfeifer can be conside red 
very close, and in some respects closer competitors to Outotec and Metso Minerals 
respectively than the Parties are to one another, both on the overall market for 
grinding equipment and the plausible segmentations investigated for the purposes of 
the this decision.307 
(330)  In addition, the analysis of the Parties’ bidding data also confirm s that the Parties are 
not the closest competitors as regards the  common participation in tenders in which 
they respectively participated in  the period 2013 -2019. Outotec com petes most 
frequently against […] in terms of common tendered value 308 ([…]%), followed by 
[…]. Moreover,  […] also won the largest value share amongst other competitors in 
tenders in which Outotec participated  ([…]%), followed by […]. Similarly, the 
closest  competitor in terms of common participation to Metso Minerals was also  
[…], followed by […]. In terms of won value, […] of tenders in which Metso  
Minerals  participated , while […] of the tendered value in tenders in which Metso 
Minerals participated for th e period 2013 -2019. In view of the foregoing and without 
prejudice to the  data limitations  described  in Section 6.2 .2 above , the bidding data  
overall indicate  that the Parties are not the closest competitors.   
(331)  Further , as explained at paragraph s 328 and 32 9 above, the results of the market 
investiga tion indicate that the Parties’ offering within grinding equipment is 
differentiated, such that competitive dynamics within each possible segmentation of 
that market may provide more accurate indications of their  closeness of competition. 
                                                 
302 This list of competitors is co nfirmed by an internal document, […]. 
303  The competitors Cemtec (Germany)  and Ersel and Remas (Turkey) are […].  
304  Q1, replies to question 76; Q2, replies  to question 66 . 
305 Q2, reply to question 66.1.  
306  […]. 
307  Q2, replies to questions 67 to 70; Q1, replies to question 77.  
308 The share of tendered value with other competitors  is a measure of common participation in tenders 
expressed in project value rather than project count. This measure indicates the percentage of one firm’s 
total tendered value, which is also bid for by another competitor. As an illustration, when analysing  firm’s 
Y total tendered value, a 100% participation rate of firm X would indicate that firm X also bid for every 
euro in the same tenders that company Y bid for.  
 
 
59 In this regard, however, the Commission  observes that the number of tenders within 
each possible segmentation of the market for grinding equipment is more limited. 
The results of the bidding analysis at that level should therefor e be interpreted with 
caution. With that in mind , the results of the bidding analysis for tumbling mills 
leads to similar competitive dynamics as on the overall grinding mills market, with 
[…] representing the largest value share in terms of participation and wins in both 
tenders  in which Metso Minerals and Outotec participated respectively . In stirred 
mills, […]. In light of the limited data, the Commission considers that these results 
overstate the closeness between the Parties. Indeed, the market in vesti gation, as 
discussed above, revealed that the Parties are not the closest competitors , including 
as regards stirred mills . Moreover,  the high common participation with other 
competitors FLSmidth, Gle ncore, CITIC, and in Metso  Minerals ’ tenders , Eirich, 
indicates that a sufficient competitive pressure in this segment will remain post -
Transaction.  
(332)  Third, the results of  the market investigation confirm that, post -Transaction, there 
will remain sufficient alternative suppliers  to maintain a similar level of com petition 
in the market for the supply of grinding equipment , in particular FLSmidth , CITIC, 
thyssenkrupp, Cemtec, Glencore and Eirich . This was indicated by a clear majority 
of the customers that participated in the market investigation.309 
(333)  Moreover, half of  the customers of grinding equipment that participated in the 
market investigation considers that they would consider inviting Chinese suppliers in 
a tender for grinding equipment310, which suggests that the combined entity will be 
subject to competitive constraints post -Transaction. In this context, one customer 
explained that “ China has progressed far in recent times in respect to quality control 
and is worthy to be considered in tender  invites  where they meet qualifications” .311 
The Notifying Party’s interna l documents also supports the view that the Chinese 
operator CITIC exercises an effective and significant competitive constraint.312 
(334)  It should also be noted that a majority of customers that participated in the market 
investigation indicates that the impact of the Transaction on competition in respect 
of grinding equipment is expected to be neutral or positive.313 
(335)  Based on the above, the Commission considers that the Transaction would not 
significantly impede effective competition in  the internal market or in the EEA  as it 
does not give  rise to horizontal non -coordinated effects , in particular through the 
creation o r strengthening of a dominant position,  in the market for the supply of 
grinding capital equipment for the mining industry (and all plausible market  
segments) . 
                                                 
309  Q2, replies to question 72.  
310  Q2, replies to question 71.  
311  Q2, replies to question 71.1 . 
312  […]. 
313  Q2, replies to quest ion 114.  

 
 
61 primarily because both Parties largely – almost exclusively for Outotec – focus on 
servicing their own installed base.  
(342)  Moreover, the Notifying Party submits that the aftermarkets for grinding mills are 
even more competitive than the capital equip ment side, with a large number of 
additional suppliers competing with the  equipment suppliers.  
(343)  According to t he Notifying Party , this is illustrated by the fact that the aftermarkets 
for minerals processing equipment generally are not captive. In that resp ect, the 
Notifying Party submits that Metso Minerals’ sales share for spare parts for its own 
grinding installed base is at around [30-40]%, while Outotec’s share regarding spare 
parts for its own grinding  installed base is approximately [40-50]%. Moreover , 
Metso Minerals estimates its share of sales of spare parts for other suppliers’ 
installed grinding mills at only around [0-5]%, while Outotec’s activities outside its 
own installed base are negligible.  
(344)  The Notifying Party also argues that the Transaction  will not result in any 
competitive concern regarding grinding mill aftermarket services, spare parts and 
wear parts under any market segmentation  as the Parties’ estimated combined global 
share in each plausible segment does not exceed [5-10]% (with a max imum 
combined market share of [10-20]% if mill linings were considered to constitute a 
separate product market) . 
6.5.3.  Commission’s assessment  
(345)  The Commission considers that, for the reasons set out below, the Transaction does 
not raise serious doubts as to its c ompatibility with the internal market with respect 
to non-coordinated horizontal  effects , in particular through the creation or 
strengthening of a dominant position,  in the market for the supply of grinding 
aftermarket services, spare and wear parts . 
(346)  First, the Transaction does not give rise to a horizontally affected market in relation 
to the grinding aftermarkets services, wear parts and spare parts, as the combined 
entity’s market share will remain well below [10-20]% in all plausible segmentations 
of th e market  (i.e., in a market for aftermarket services and spare parts, for wear 
parts only and separately for services and spare parts) .  
(347)  Second , the Parties’ share of sales related to third  parties’ installed base is not 
significant, i.e., below […]% for e ach of them.  At the same time, the Commission 
notes that, based on the Notifying Party’s submission, more than  […]% of the 
Parties’ installed grinding equipment is serviced by other suppliers , comprising  a 
mix of competitors, such as engineering houses and  third -party parts suppliers.318 
(348)  The results of the market investigation show that only  few customers indicate that 
they procure grinding  aftermarket spare and wear parts and services direc tly from t he 
capital equipment suppliers, especially after the end of  the warranty period ,319 
showing the existence of a merchant  aftermarket for grinding equipment. A fter the 
end of the warranty period, customers are free to procure wear parts, spare parts and 
                                                 
318  Form CO, paragraph 4 66. 
319  Q2, replies to question 101.  
 
 
62 services from third -party suppliers , a large majority of customer s respondents 
indicates that they already have switched  away from the OEM from which they 
procured the capital equipment to other suppliers for the purchase of aftermarket 
services, spare and wear parts.320 Customers further explain that the selection of 
alternative aftermarket suppliers would typically rely on criteria such as cost, quality 
of service, quality of parts or reliability of supply.321 One respondent summarises 
mining companies’ objectives in these terms: “ The objective during the warranty 
period i s to maintain the relationship with OEM in order to preserve the warranty in 
the case of an event. However, this must be previously aligned with the maintenance 
strategy defined by each organization. In general, once this period is over, other 
aspects such  as lower costs, maintaining or increasing the level of production are 
privileged. ”322 Another customer indicates that “ During the warranty period 
aftermarket services, spare or wear parts are purchased from OEMs, after the 
warranty period - we usually look for alternatives. ”323 
(349)  The results of  the market investigation also indicate that customers can procure wear 
parts, spare parts and services from a large number of suppliers. In that regard, a 
majority of respondents considers that more competitors are active  in the supply of 
aftermarket services, spare and wear parts than in the supply of capital equipment .324 
Furthermore, a majority of customers would consider inviting Chinese suppliers to 
bid for the provision of aftermarket wear parts, spare parts and servic e.325 A majority 
of competitors also considers that the competitive pressure exerted by Chinese 
suppliers for the provision of aftermarket wear parts, spare parts and services is 
moderate to intense.326 In addition to this competition from globally active 
comp etitors, s ome respondents further explain that local suppliers exert a n important 
competitive pressure in the aftermarket.327  
(350)  Finally, overall, the results of the  market investigation do not raise concerns related 
to the provision of grinding spare parts, w ear parts and services by the combined  
entity.  
(351)  Based on the above, the Commission considers that the Transaction would not 
significantly impede effective competition in  the internal market or in the EEA by 
giving rise to horizontal non -coordinated effects , in particular through the creation o r 
strengthening of a dominant position,  in relation to  aftermarket (s) for grinding 
equipment . 
6.6. Flotation capital equipment  
(352)  As mentioned in Section 5.1.2., the Parties’ activities overlap in respect of two types 
of flot ation equipment, namely mechanical and column cells. The Parties’ sales 
                                                 
320  Q2, replies to question 102.  
321  Q2, replies to  question 102.2.  
322  Q2, reply to question 102.2.  
323  Q2, reply to question 40.2.  
324  Q1, re plies to question 109.  
325  Q2, replies to question 100.  
326  Q1, replies to question 110.  
327  Q1, replies to question 109.1  ; Q2, replies to question 99.1.  
 
 
63 overwhelmingly concern mechanical cells, as column cells roughly represent […] of 
Metso  Minerals ’ sales of flotation equipment and less than […] of Outotec’s.328  
(353)  In terms of cell size, Metso  Minerals ’ portofolio includes mechanical cells from 
0.34m³ to 6 00m³ volume and Outotec offers mechanical cells from 0.5m³ to 630m³ 
volume.329 As to column cells, both Parties’ portfolio inclu des equipment with a 
diameter up to 6 meters.330 
6.6.1.  Market shares  
(354)  Based on McKinsey estimates, the market for the supply of flotation equipment will 
be affected  at the global level, with a combined market share of [30-40]% in value, 
as shown in Table 3 below. The increment will be limited, as Metso  Minerals ’ 
market share  in value (in value) remains below [0-5]%. The Notifying Party 
confirms that the combined entity’s market share in the market for the supply of 
flotation equipment (and possible segmentations) for the period 2015 -2019 does not 
materially differ from their market shares in the period 2014 -2018.331 
                                                 
328  Form CO, paragraphs 503, 625 and 627.  
329  Response to RFI 20, 24 April 2020, question 13. The  Notifying Party indicates that w hile large 600m³ 
flotation cells are technically part of Metso Minerals’s current product offering, […] (Form CO, footnote 
507).  
330  Form CO, paragraph 503.  
331  Response to RFI 20 of 24 April 2020, question 15.  


 
 
66 6.6.2.  The Notifying  Party’s views  
(361)  The Notifying Party submits that the Transaction is unlikely to give rise to horizontal 
non-coordinated effects in the market for the supply of flotation equipment and its 
possible segmentations for the reasons set out below.  
(362)  First, althoug h the combined entity’s market share exceeds [30-40]% on a global 
basis, the Transaction will result in a very small increment. Metso  Minerals ’ market 
share prior to the Transaction is indeed only [0-5]%, well below Outotec’s most 
important competitors suc h as FLSmidth, BGRIMM and Woodgrove.343 In that 
regard, the Notifying Party indicates that, historically, Metso Minerals  has not been a 
strong competitive force in flotation and [BUSINESS STRATEGY ].344 
(363)  Second, the Notifying Party considers that the combined  entity will remain subject to 
significant competition from major suppliers post -Transaction. In the Notifying 
Party’s views, the market for flotation equipment has never been as competitive as it 
is currently.345 While Outotec and FLSmidth have historically be en the two main 
suppliers of flotation equipment, they are increasingly facing competitors offering 
competitive solutions in technology and price , such as BGRIMM,346 Woodgrove, 
Eriez and Glencore .347 In addition, the Notifying Party cites a variety of local an d 
regional competitors, such as Tenova S.p.A.  (Techint Group, Argentina ), MBE -Coal 
& Minerals Technology (India), ENPROTEC (South Africa), Northern Heavy 
Industries Group Co. (NHI, China), Westpro Machinery (USA), Yılmaz Process 
Technology  (YPT – Turkey), Zakład Działalności Innowacyjnej INNOVATOR  
(Innovator, Poland), or RIVS  (Russia).348  
(364)  Third, the Notifying Party argues that, given Metso Minerals ’ limited activities in the 
flotation market , the Parties cannot be regarded as particularly close competitors. 
According to the Parties’ bidding analysis, FLSmidth appears to be the Parties main 
competitor in for flotation  capital equipment . 
(365)  The Notifying Party further indicates that the bidding data underestimate the 
competitive pressure exerted by the Parties’ co mpetitors, given that Outotec was not 
able to identify  the runner -up for more than half of al l projects that it was awarded . 
While it can be assumed that Metso Minerals was not a runner -up for these projects 
(as Metso Minerals would otherwise have reported  such information), it is, in the 
Notifying Party’s view s, likely that […] was a runner -up on several of these bids.349 
In addition, the Notifying Party considers that , for the reasons set out in Section 
6.2.2.,  the Parties’ internal statistics likely undere stimate competition from […].350  
                                                 
343  Form CO, paragraph 519.  
344  Form CO, paragraph 530.  
345  Form CO, paragraph 526.  
346  In addition, the  Notifying Party states that BGRIMM is a state -owned company receiv ing preferential 
treatment from the Chinese government (in securing licensing approvals and low -cost bank financing ) 
which allows it to offer lower equipment prices compared to other mining  equipment suppliers  (Form CO, 
paragraph 547) . 
347  Form CO, paragraphs 533 to 5 66.  
348  Form CO, paragraphs 567 to 595.  
349  Form CO, paragraph 601.  
350  Form CO, paragraphs 605 and 606.  
 
 
67 (366)  In addition , in the Notifying Party’s views, the closeness of competition between 
FLSmidth  and Outotec is also reflected in their leadership in the supply of large 
flotation cells. Moreover, BGRIMM has recently installed a 6 80m³ flotation cell 
(purported to be the largest flotation cell ever installed)351. While Outotec has 
installed approximately […] flotation cells of 300m ³, Metso Minerals  […] for its 300 
m³ flotation cells ( […]).352 
(367)  Fourth, the Notifying Party explains  that fl otation equipment is largely sourced via 
global and highly competitive bidding processes, where the Parties face 
sophisticated purchasers and EPC companies with significant buyer power. It further  
argues  that the customers ’ strong position is strengthened  by the regular involvement 
of highly specialized EPC(M)s, in particular for greenfield and large brownfield 
projects. These EPC(M)s have significant market insight and organize very 
competitive tenders  globally . By issuing  such international tenders, minin g 
customers will continue to receive competitive bids fro m several established 
suppliers and this will ensure that they will maintain a large choice of suppliers post -
transaction.353  
(368)  Fifth, the Notifying Party  submits  that there is no price transparency in the 
competitive bidding processes, and it is impossible for bidders to adjust their prices 
to those of competitors. Moreover, new projects take place so infrequently that every 
supplier must bid aggressively in order to be competitive. Therefore , the Notif ying 
Party does not believe that other competitors such as FLS midth , Eriez, BGRIMM, or 
Woodgrove would take advantage of the Transaction to price less aggressively.354 
6.6.3.  Commission’s assessment  
(369)  The Commission considers that, for the reasons set out below, the Transaction does 
not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement as a result of possible horizontal non -coordinated 
effects , in particular through the creation or strengthening of a dominant  position,  in 
the market for the supply of flotation equipment  and possible sub-segments  thereof.  
(370)  First, the Transaction would result in only moderate  market shares, regardless of any 
plausible  market product segmentation.  
(371)  On the overall market for flotat ion equipment, the combined entity’s market share  
will be [30-40]%, with a  [0-5]% increment coming from Metso Minerals  (Outotec 
[30-40]%). The Parties’ market share  does not differ when considering a potent ial 
market for mechanical cells . The Notifying Par ty’s estimates related to the Parties’ 
market share are in line with the estimates provided by one of the Parties’ main 
competitor during the market investigation. In addition, this competitor’s  estimates 
indicate that its own market share is higher than t hose provided by the Notifying 
Party ( [20-30]% according to this competitor  and [10-20]% according to the 
                                                 
351  Form CO,  paragraph 495.  
352  Form CO, paragraph 603.  
353  Form CO, paragr aphs 607 to 610.  
354  Form CO, paragraph 611.  
 
 
68 Notifying Party, both for the overall market for flotation equipment and for the 
potential market for mechanical cells).355  
(372)  The combined entity’s marke t share does not significantly change when considering 
different sizes of mechanical cells. In that regard, the combined entity’s market share 
does not exceed [30-40]% in any of the overlapping market segment ation s (below 
100m³, between 100m³ and 300m³, be tween 300m³ and 600m³).356 Furthermore, the 
increment is limited (less than [5-10]% but closer to [0-5]% in most segmentations).  
(373)  Second,  the Parties are not the closest competitors  for flotation  equipment . A 
majority of respondents to the market investigatio n considers that the Parties do not 
compete head -to-head in this market .357 Several  customers  thus highlight that the 
Parties ’ activities in flotation equipment overlap only to a limited extent, given that 
they do not provide comparative offer ings in cell si ze and that Outotec has a larger 
flotation installed base globally.358 In that regard, some respondents indicate that 
Outotec currently provides a wider range of mechanical cell sizes than Metso  
Minerals  and that the latter ha s a larger installation base for  column cells.  
(374)  In addition, and despite the limitations inherent with the Parties’ bidding data 
presented in Section 6.2.2.  above, such data suggest that  Metso Minerals  does not 
constitute Outotec’s closest competitive constraint in the overall flotation market. 
Rather, Outotec competes most frequently  against […] in terms of tendered value 
([…] of common tendered value), followed by […] in the period 2013 -2019. The 
largest won value share of these tenders among Outotec’s competitors was won by 
[…], follow ed by […]. Moreover, Metso Minerals  […] in terms of tendered value 
[…], followed by […]. In light  of data limitations  and the results of the  market 
investigation as discussed above , the Commission considers  that the P arties are not 
the closest competitors and there is sufficient number of other players  in overall 
flotation market . 
(375)  Furthermore, the Parties do not appear to constrain one another in the potential 
market of column flotation. While Metso Minerals  participated in […] in the period 
2013 -2018. […] of such tendered value in the period 2013 -2018.  
(376)  The competitive dynamics in the potential market for mechanical flotation are 
similar to the overall market: […] common participation in tenders) and main 
competitive constraint […]. Similarly to overall mar ket, athough the largest won 
value share of tenders in which Metso Minerals participated was won by […] largest 
common participation rate in terms of tendered value with Metso Minerals […] 
followed by […]. In light of the results of the market investigatio n as discussed 
above, the Commission considers that the Parties are not the closest competitors and 
there is a sufficient number of other players in mechanical flotation market.  
(377)  Third, a vast majority of respondents to the market investigation, including b oth 
competitors and customers,  considers  that, post -Transaction, there  will remain 
sufficient alternative suppliers  to maintain a similar level of competition in the 
                                                 
355  Non-confidential m inutes of call  with FL Smidth, 11 December 2019.  
356  Outotec’ market share on the market segment fo r mechanical cells above 600m³ exceeds [40 -50]%, but 
[…].  
357  Q1, replies to question 85; Q 2, replies to question 75.  
358  Q2, replies to question 75.1.  
 
 
69 market for the supply of flotation equipment and its possible segmentations  such as 
FLSmid th, BGRIMM, Eriez and Woodgrove .359 
(378)   In that regard, many respondents consider FLSmidth as the Parties’ main 
competitor. For instance, a customer  explains that “ Metso is much smaller in 
flotation equipment supply and competes with the smaller companies, not 
Outotec/FLS. ”360 Likewise, a competitor  submits that “ Outotec And Metso are 
competitors, but real competition is between Outotec and FLS. ”361 Additional 
respondents submit that o ther suppliers, such as BGRIMM, Eriez, or Woodgrove, 
also provide competitive offe rings, to different extents .362 In that regard, some 
respondents consider BGRIMM’s product portfolio in flotation equipment as broad 
as FLSmidth’s and Outotec’s ones, while Woodgrove (providing new types of  cells 
supposed to provide comparable outcomes to th e traditional mechanical flotation 
technology) and Eriez (specialised in column cells) provide smaller offerings.363 For 
instance, a customer describes the Parties’ competitors for flotation equipment as 
follows: “ FLS produces and supplies mostly mechanical cells which are still the 
largest installed base of flotation capital equipment. BGRIMM makes everything, 
and while its installed base is mostly Asia, there are new operations in Australia and 
elsewhere that have BGRIMM equipment. Eriez is mostly in the co lumn and related 
equipment space. Woodgrove has a small installed base but it is growing. ”364  
(379)  Furthermore, respondents to the market investigation do not raise competition 
concerns when considering different cell sizes of mechanical flotation equipment . 
Customers indicate that important suppliers such as FLSmidth or BGRIMM offer 
various cell sizes. In addition, several competitors, such as Tenova or NPO Passats, 
also indicate that they supply  or are able to  supply  various cell sizes.365 Some  
respondents sugges t that the potential market for the supply of mechanical cells 
above 300m³ is more concentrated than the overall flotation market or the potential 
market for mechanical cell below 300m³, given than only few OEMs (including the 
Parties) provide large and ve ry large mechanical cells. However, the results of the 
market investigation confirm that FLSmidth and BGRIMM exercise a significant 
competitive constraint on the merging parties in that segment .366  
(380)  The Parties’ internal documents also suggest that significa nt competitive constraints 
will remain post -Transaction. For instance, […]367. An internal document of Metso  
Minerals  […]368. In addition, Outotec’s internal document […] identifies several 
competitors, […] for each of the flotation equipment type (mechanical flotation, sub -
segmented by size and flotation columns) provided by both Parties.369  
                                                 
359  Q1, replies to questions 89 and 89.1; Q2, replied to questions 79 and 79.1 .  
360  Q2, reply to question 77.1.  
361  Q1, reply to question 85.1.  
362  Q1, replies to questions 86 and 87; Q2, replies to  questions 76 and 77 . 
363  Q1, replies to question 87.2.  
364  Q2, reply to question 76.1.  
365  Q1, replies to questions 27.1 and 28.  
366  Q2, replies to questions 76.2 and 77.2.  
367  Annex 7 -20 to the Form CO , slide 10.  
368  Annex 7.31 to the Form CO, slide 2. Not  dated.  
369  Annex 5 -98 to the Form CO, slide 23.  
 
 
70 (381)  Fourth, a majority of respondent  considers  that there are no substantial barriers to 
enter  the market for flotation equipment, as  flotation cells of all types are relativel y 
simple devices even if they are subject to  regular  improvement .370 Some customers 
indicate, however, that a proven track record and strong reputation remain important 
to be selected.  
(382)  In addition, t he results of the market investigation indicate that custo mers may 
sponsor entry in the market for flotation  equipment. For example , the Jameson cell 
technology  was developed by the mining company Glencore in partnership with the 
University of Newcastle Research Associates  (Australia) . According to Glencore, 
this partnership aimed at developing “ a low cost machine to recover fine particles in 
cleaner applications. ”371 
(383)  Fifth, overall, a majority of competitors and customers  considers that the Transaction 
will have a neutral impact on the intensity of competition in t he market for flotation 
equipment.372 
(384)  Based on the above, the Commission considers that the Transaction would not 
significantly impede effective competition in the internal market, or in the EEA , in 
the market for the supply of flotation capital equipment (a nd possible sub -segments) 
for the mining industry.  
6.7. Flotation aftermarkets  
(385)  As set out in Section 5.1.2. , both Parties offer spare parts and services for flotation 
equipment.  
6.7.1.  Market shares  
(386)  Based on McKinsey estimates, the Parties’ combined share in value wil l remain well 
below [10-20]% at the global level , as stated in Table 5 below.  
                                                 
370  Q2, replies to questions 81 and 81.1 . 
371  Q2, reply to question 82.  
372  Q1, replies to question 126.2; Q2, replies to question 114.2 . 

 
 
72 first).378 After  the warranty period, the Parties have to face open competition from 
engineering companies, third -party suppliers or suppliers that manufacture the parts 
in the first place for the Parties and may work directly wit h the mining customers for 
aftermarket business.379 The Notifying Party further indicates that the Parties’ sales 
share for spare parts for their own flotation installed bases during the period 2014 -
2018 is limited (around [20-30]% for Metso Minerals  and [20-30]% for Outotec). 
Besides, the Parties’ sales share for flotation aftermarkets outside their own installed 
base is no t significant (below [0-5]%).380 
6.7.3.  Commission’s assessment  
(390)  The Commission considers that for the reasons set out below the Transaction does 
not raise serious doubts as to its compatibility with the internal market with respect 
to non -coordinate horizontal effects in the flotation aftermarket (and possible sub -
segmentations).  
(391)  First, the Transaction does not give rise to a horizontally affected m arket in relation 
to the flotation aftermarket as a whole as the combined entity’s market share 
(between [5-10]%  and [5 -10]% ) will remain well below [10-20]% under any 
possible segmentation.381 In addition, the Parties’ share of sales related to third -
partie s’ installed base is non -significant, below [0-5]% for each of them.  
(392)  Second, the Parties  do not overlap for wear parts and their  share for the provision of 
spare parts for their own installed base, remain limited (around [20-30]%). In that 
regard, only fe w customers indicate that they tend to procure flotation aftermarket 
parts and services directly  from the capital equipment suppliers after the warranty 
period .382  
(393)  Furthermore, based on the results of the market investigation,383 the Commission 
considers that  the findings set out at paragraphs 347 to 34 9 above with respect to 
grinding aftermarkets, regarding the customers’ possibility to choose between a large 
range of third -party suppliers (i.e., different from the capital equipment supplier), 
similarly apply  to flotation aftermarkets.  
(394)  Finally, overall, the results of the market investigation do not raise any concerns 
related to the provision of flotation spare parts, wear parts and services by the 
combined  entity.  
(395)  Based on the above, the Commission consider s that the Transaction would not 
significantly impede effective competition in  the internal market or in the EEA by 
giving rise to horizontal non -coordinated effects , in particular through the creation o r 
                                                 
378  Form CO, paragraph 640.  
379  Form CO, paragraphs 640 and  643.  
380  Form CO, paragraph 643. Outotec also conducts retrofits of third -party flotation equipment. Neither Party 
manufactures or actively markets flotation consumables (i.e., c hemical reagents) . 
381  Response to RFI 24, 1 May 2020, question 2. The attribution of Metso Minerals’ un -allocated service 
labour revenue related to flotation aftermarkets would not significantly change the Parties’ combined 
market share, as Metso Minerals’  share would remain at around [0 -5]% (Form CO, footnote 675).  
382  Q2, replies to question 99.1 and 102.1 .  
383  Q1, replies to questions in Section D.2.; Q2, replies to questions in Sections B.1.5. and D.2.  


 
 
75 (402)  FLSmidt h’s filtration offering is close to that of Outotec, and includes pressure 
filters, vacuum filters and filter media .389 Diemme is a brand of th e Aqseptence 
Group headquartered in Germany . Diemme offers a wide range of filter presses 
currently available in the global market. Its filtration equipment is used also in other 
industries such as the food, pharmaceutical, construction industries.390 Andrit z AG  is 
based in Austria and also offers a wide range of filtration equipment used in several 
industries.  
6.8.2.  The Notifying Party’s views  
(403)  The Notifying Party submits that the Transaction is unlikely to give rise to horizontal 
non-coordinated effects in the mar ket for the supply of filtration equipment (and its 
possible segmentations) for the reasons set out below.  
(404)  First, the Notifying Party submits that the Parties’ combined market share in the 
global market for filtration equipment for mining applications, re mains limited at 
[20-30]%, with a small increment added by Metso Minerals  (estimated at [5-10]%). 
The Parties’ combined market share in possible sub -segmentations does not 
materially differ from their market share in the overall market and remains at aroun d 
[30-40]%.  
(405)  Second, in the Notifying Party’s view, in the overall filtration market, the 
Transaction will not have any appreciable effect on competition. Metso  Mine rals’ 
equipment will not significantly strengthen Outotec’s position. The Notifying Party 
argues that post -Transaction  the combined entity will continue to be constrain ed by a 
large number of competitors that are able to effectively compete , including  on 
price.391  
(406)  The Notifying Party considers that FLSmidth and Outotec are the market leaders in 
filtration equipment for the mining industry, followed by a large group of global 
competitors. Regional competitors, including Chinese competitor Jingjin, are also 
gaining a global reach and are very price competitive.392  
(407)  The Notifying Party submits that ver tical plate filters are the most common type of 
pressure filters sold to the mining industry and that all competitors listed at Table 6  
above offer such products.393 
(408)  Third, the Notifying Party argues that the Parties are not close competitors.  
According to the Notifying Party, in the overall filtration market, Outotec has a 
broad portfolio of filtration equipment, whereas Metso Minerals  has a more limited 
offering. Other competitors supply a wider range of filters, for example, FLSmidth 
has an offering close r to that of Outotec.394 
                                                 
389  Form CO, paragraphs 727 -732. 
390  Form CO, paragraphs 733 -739. 
391  Form CO, paragraphs 720 and 725.  
392  Form CO, paragraph 721.  
393  Response to RFI 20 of 24 April 2020, question 16.  
394  Form CO, paragrap h 761.  
 
 
76 (409)  The Notifying Party considers that Metso Minerals  is not an important competitive 
force above and beyond its (limited) market position. In particular, […].395 
(410)  Fourth, the Notifying Party submits that there are no significant barriers t o enter the 
market for filtration equipment for the mining industry as evidenced by recent 
examples. The Notifying Party refers to Diemme, which has manufactured filters for 
water treatment applications, but began supplying the mining industry.  Other 
compe titors who have recently entered the mining industry based on their prior 
activities in water treatment applications include Matec, Lasta, Diefenbach and 
Evoqua (formerly Siemens filtration).396 The Parties also face new market entries 
from component/afterma rket suppliers, such as filter cloth manufacturers.397  
(411)  Fifth, the Notifying Party considers that, as with grinding and flotation equipment, 
filtration equipment is largely sourced via highly competitive bidding processes, 
where the Parties will continue to face sophisticated purchasers (mining companies) 
and highly specialized EPC companies that enjoy significant buyer power.398 
6.8.3.  Commission’s assessment  
(412)  The Commission considers that, for the reasons set out below, the Transaction does 
not raise serious doubts a s to its compatibility with the internal market as a result of 
possible horizontal non -coordinated effects , in particular through the creation o r 
strengthening of a dominant position,  in the market for the supply of filtration 
equipment  for the mining indu stry and its possible segmentations . 
(413)  First, the Parties’ combined market share  remains limited in all plausible 
segmentations  (i.e., the overall market for filtration capital equipment for the mining 
industry, pressure filters and vertical plate filters ). In the overall market for filtration 
equipment for the mining industry, the Parties’ combined market share is [20-30]% 
at a global level, with a small increment ( [5-10]%) added by Metso  Minerals . The 
combined entity’s share of the possible pressure filters  market does not materially 
differ from its market share in the overall filtration equipment market. Even in the 
narrowest plausible market for vertical plate filters, the Parties’ market share remains 
moderate (around [30-40]% at a global level, see parag raph 399). The increment 
brought by the Transaction remains below [5-10]% also in this possible market.  
(414)  Second, Metso Minerals  is not Outotec’s close st competitor  with regard to the 
overall supply of filtration equipment. The market investigation provided  mixed 
results as to whether Outotec and Metso Minerals  compete head -to-head in this 
space .399 On the one hand, a majority of respondents to the market investigation 
considers that Outotec and Metso Minerals’ compete close ly.400 On the other hand, 
however, the results of the market investigation, indicate that Outotec’s closest 
competitor is FLSmidth and that Andritz  and Diemme are also considered as close 
competitors to Outotec, on par with Metso  Minerals . Furthermore, customers 
indicate that Metso Minerals’ o ffering is much more limited, while  Outotec is a 
                                                 
395  Response to RFI 19 of 10 April 2020, question 8.  
396  Form CO, paragraph 772.  
397  Form CO, paragraph 774.  
398  Form CO, paragraph 775.  
399  Q1, replies to question 93; Q2, replies to question 83.  
400  Q2, replies to questions 85 and 85.1.  
 
 
77 leading supplier with a broad portfolio.401 In that respect, r espondents to the market 
investigation indicate that Metso Minerals is not an important player in filtration , as 
it offers types of filters for which there are a number of similar manufacturers .402 
Some customers thus indicate that Metso Minerals  is not invited to participate in 
their tenders, while others explain that Metso Minerals does not participate in every 
project due to its limited offering.403 
(415)  In addition, and d espite the limitations in the Parties’ bidding data presented in 
Section 6.2.2  above , the bidding data suggest that Metso Minerals  does not appear as 
Outotec’s  closest competitor in the possible market for  pressure filters. Outotec’s 
most frequent competitor in terms of tendered value  was […] of common tendered 
value  with Outotec, followed by […] in the period 2013 -2019. The largest  won value 
share of these tenders among Outotec’s competitors was won by […]. Furthermore, 
winners of […] of the awarded value  in tenders in which Outotec participated have 
not been recorded  in the Parties’ dataset , hence further understating  the winning rates 
of Outotec’s  competitors  other than Metso  Minerals . Moreover, […].   
(416)  The Parties’ internal documents also  confirm that Outotec and Metso Minerals are 
not each other’s closest competitors. Outotec refers to […].404 In its internal 
documents, Metso Minerals […].405 In particular, with regard to filtration equipment, 
Metso Minerals considers that, other than Outotec , […] are its main competitors and 
have a stronger market position than itself.406  
(417)  Therefore, on balance, the Commission considers that Outotec and Metso Minerals 
are not close competitors in the market for filtration equipment.  
(418)  Third, the results of  the ma rket investigation confirm that, post -Transaction, there 
will remain sufficient alternative suppliers  to maintain a similar level of competition 
in the market for the supply of filtration equipment in the mining industry and its 
possible segmentations.407 In addition to FLSmidth, Diemme and Andritz, 
respondents to the market investigation consider that Jingjin , Ishigaki , Tenova, 
Matec are also credible competitors. Customers also mention local suppliers of 
filtration equipment such as BHS, Bokela, and Diefenb ach.408 
(419)  Even within the narrowest possible market in which the Parties’ activities overlap, 
i.e., vertical plate filters, several credible alternative suppliers will continue to exert a 
competitive constraint on the combined  entity. The Parties’ main competi tors in 
vertical plate filter s are FLSmidth, Andritz, Diemme . Based on the Notifying Party’s 
subm ission, all players listed at Table 6 are also present in this possible market and 
compete with the Parties.409 The market investigation also confirms that there  are 
credible alternative suppliers in this possible market. According to a customer that 
                                                 
401  Q2, replies t o question s 83 and  83.1.  
402  Q2, replies to question 84.1.  
403  Q2, replies to question 83.1.  
404  […]. 
405  […]. 
406  […]. 
407  Q1, replies to questions 97 and 97.1; Q2, replies to questions 87 and 87.2.  
408  Q1, replies to questions 94, 94.1, 95 and 95.1; Q2, replies  to questions 84, 84.1, 85 and 85.1.  
409  Response to RFI 22 of 28 April, question 3.  
 
 
78 responded to the market investigation, for Metso  Minerals ’ more limited offering, 
“there are a number of similar manufacturers” .410 
(420)  Moreover, a majority of customers th at responded to the market investigation would 
consider inviting Chinese suppliers to bid for the provision of filtration equipment.411 
For example, some customers explain that  Jingjin is a frequent bidder in their 
tenders.412  
(421)  Fourth, a majority of customers considers that there are no substantial barriers to 
enter  the market for filtration equipment.413 Reputation and a proven track record are 
nevertheless listed by some as factors liming potential entry, also considering that 
the mining industry is conservativ e with some specific requirements for the 
equipment.414  
(422)  The results of the market investigation indicate that customers sponsor entry in the 
market for filtration equipment. For example, a customer  has a partnership with a 
Chinese supplier  to develop an alt ernative to replace the ceramic plate currently 
supplied by Outotec .415 Boliden and Metso  Minerals  had a joint partnership  dating 
back to 1980s  to develop new pressure filter technology , which “ later on became 
world leading ”.416  
(423)  Finally, the vast majority of customers that responded to the market investigation 
consider that the  Transaction will have a neutral impact on the intensity of 
competi tion in the market for the supply of filtration equipment and its plausible 
segmentations  (i.e., the overall market for  filtration capital equipment for the mining 
industry, pressure filters and vertical plate filters ). While a majority of competitors 
indicate that the impact of the Transaction will be negative, respondents did not 
submit any further elements substantiatin g their views.417  
(424)  Based on the above, the Commission considers that the Transaction would not 
significantly impede effective competition in  the internal market  or in the EEA by 
giving rise to horizontal non -coordinated effects , in particular through the cre ation o r 
strengthening of a dominant position, in the market for the supply of filtration  
capital equipment (and possible segmentations) for the mining industry  
                                                 
410  Q2, reply to question 85.2.  
411  Q2, replies to question 86.  
412  Q2, replies to question 86.1.  
413  Q2, replies to questions 88 and 88.1.  
414  Q2, replies to question 88.1.  
415  Q2, reply to question 86.1.  
416  Q2, replies to question 89.  
417  Only one competitor  put forward substantiated views. According to this competitor, Outotec and Metso 
Minerals are close competitors. The respondent further considers that, as a result of the Tr ansaction, the 
combined entity will become dominant in the EEA and especially in Northern Europe thus making it more 
difficult for small local players active in the Nordic countries such as Flowrox to compete. However, the 
Commission takes note of the fact  that the geographic scope of the market for the supply of filtration 
equipment is global as confirmed by the results of the market investigation. Therefore, the Commission 
carried out the competitive assessment on that basis.  

 
 
80 increment brought about by Metso  Minerals ’ very limited activities is very low ( [0-
5]%).421 
(430)  Second, the Notifying Party considers that the aftermarkets for filtration equipment 
are much more c ompetitive than the capital equipment market.  According to the 
Notifying Party, this illustrates the fact that the aftermarkets for minerals processing 
equipment are not captive. In that respect, the Notifying Party submits that Metso  
Minerals ’ sales share  for spare parts for its own filtration installed base is low at 
around [30-40]% ([20-30]% for filter cloth) , while Outotec’s share regarding spare 
parts for its own filtration installed base is approximately [30-40]% during the period 
2014 -2018 . Moreover,  Outotec’s filtration spare part sales are […]. 
(431)  Third, in the Notifying Party’s view, warranties have had a limited effect on 
filtration aftermarkets, not least because the warranty period is generally very limited 
([…] months from delivery and […] months from commissioning, whichever expires 
first). According to the Notifying Party, as soon as the initial warranty period 
expires, the customers have incentives to explore and source from third parties, for 
example for costs reasons, lead time, etc.422 
6.9.3.  Commissi on’s assessment  
(432)  The Commission considers that for the reasons set out below the Transaction does 
not raise serious doubts as to its compatibility with the internal market with respect 
to non -coordinated horizontal effects in the filtration aftermarket and possible 
segmentations  thereof . 
(433)  First, the Transaction does not give rise to a horizontally affected market in relation 
to any filtration aftermarket as the combined entity’s market share remains below 
[10-20]% (at around [10-20]%) overall as well as under  any p lausible  segmentation  
(i.e. filtration spare parts and services ).423 In addition, Metso  Minerals ’ sales related 
to third -parties’ installed base are non -significant, below [0-5]% for filter cloth 
(spare parts).  
(434)  Second, the Parties’ activities for the provision of spare parts  and services for their 
own installed base, remain limited (i.e. , Outotec and Metso Minerals provide 
aftermarket products only to around […]% of their installed base) .424 In that regard,  
few customers indicate that they procure filtra tion aftermarket parts and services 
directly  from the capital equipment suppliers  after the warranty period .425  
(435)  Furthermore, based on the results of the market investigation,426 the Commission 
considers that the  findings set out at paragraph s 347 to 34 9 with respect to grinding 
                                                 
421  Form CO, paragraph 795.  
422  Form CO, paragraph 798.  
423  The attribution of Metso Minerals’ un -allocated service labour revenue related to filtration aftermark ets 
would not significantly change the Parties’ combined market share, as Metso Minerals’ share would 
remain at around [0 -5]% (Form CO, footnote 779).  
424  See paragraph 429 of the present decision. Metso Minerals’ sales share for spare parts for its own filtration 
installed base at around [30-40]% ([20-30]% for filter cloth), while Outotec’s share regarding spare parts 
for its own filtration installed base is approximately [30-40]% during the period  2014 -2018.  
425  Q2, replies to question 99.1  and 102.1 .  
426  Q1, replies to questions in Section D.2.; Q2, replies to questions in Sections B.1.5. and D.2.  
 
 
81 aftermarkets, regarding the customers’ possibility to choose between a large range of 
third -party suppliers (i.e., different from the capital equipment supplier), similarly 
apply to filtration aftermarkets.  
(436)  Finally, overall, respondent s to the market investigation do not raise any concerns 
related to the provision of filtration spare parts, wear parts and services by the 
combined  entity.  
(437)  Based on the above, the Commission considers that the Transaction would not 
significantly impede ef fective competition in  the internal market  or in the EEA , by 
giving rise to horizontal non -coordinated effects , in particular through the creation o r 
strengthening of a dominant position, in relation to the aftermarket (s) for filtration 
equipment . 
6.10. Iron ore  pelletizing capital equipment  
(438)  As mentioned in Section 5.1.4., the Parties only overlap as regards  straight grate iron 
ore pelletizing equipment globally. Unlike Metso  Minerals , Outotec does not  offer 
grate kiln  iron ore  pelletizing equipment.427 
6.10.1.  Market shares 
(439)  Based on McKinsey estimates, the overall market for the supply of iron ore 
pelletizing equipment  will be affected  at the global level, with a Parties’ combined 
market share of [30-40]%, as shown in the table below. The increment will be 
limited, as Mets o Minerals ’ market share in value (in value) remains at [0-5]%.428  
                                                 
427  Form CO, paragraphs 825 and 826. Although Metso Minerals’ product portfolio includes grate kiln 
equipment, the company has not sold such equipment for […] years (Form CO, paragraph 1172).  
428 Form CO, paragraph 838. The Parties’ combined market share does not materially differ when considering 
the period 2014 -2019 ([30 -40]%, of which [20 -30]% for Outotec and [5 -10]% for Metso Minerals, 
response to RFI 20, 24 A pril 2020, question 4.b.).  

 
 
83 mentioned, the Parties’ activities do not overlap in the potential market for the 
supply of grate kiln  iron ore pelletizing equipment .434  
(443)  The Parties’ main competitors in the market for iron ore pelletizing equipment (and 
possible segmentations , i.e.,  straight grate iron ore  pelletizing equipment  and grate 
kiln iron ore  pelletizing equipment ) include Sinosteel (China), Uralmash (Ru ssia), 
Kobelco (Japan), Primetals (United Kingdom) and Nothern Heavy Industries Group 
Co (NHI – China).  
(444)  Sinosteel, based on the Parties’ estimates, is the number two player globally in iron 
ore pelletizing, after Outotec.435 Uralmash provides iron ore pellet izing equipment in 
Asia, Europe and Middle -East.436 Kobelco provides grate kiln pelletizing process 
worldwide, and also bids for straight grate projects (in India and Iran).437 Northern 
Heavy Industries Group Co (NHI – China) is a group of five state -owned ent erprises 
offering a range of mining equipment including traveling grate machines.438 
Primetals (United Kindgom), founded in 2013 by Siemens, Mitsubishi and partners, 
offers circular pelletizing design based on the straight grate technology.439 
6.10.2.  The Notifying Pa rty’s views  
(445)  The Notifying Party submits that the Transaction is unlikely to give rise to horizontal 
non-coordinated effects in the market for the supply of iron ore pelletizing 
equipment (and its possible segmentations) for the reasons set out below.  
(446)  First, although the combined entity’s market share exceeds [30-40]% in value on a 
global basis, the Transaction will result in a very limited increment stemming from 
Metso  Minerals ’ low market share ([0 -5]%) for the period 2014 -2019. The Notifying 
Party explai ns that […].440  
(447)  In addition, the Notifying Party submits that assessing the combined  entity’s market 
position on the basis of its installed capacit y (where Metso  Minerals ’ share amounts 
to [20-30]%) is not relevant to evaluate its post -Transaction market po wer. Indeed, 
the vast majority of Metso  Minerals ’ installed capacity in straight grate and grate  
kilns was installed in the 1980s and the 1990s.441 In the Notifying Party’s view , this 
historical position should be contrasted with the more recent perfor mance of Metso 
Minerals, whose  market share is of [0-5]% over the 2014 -2018 period.  
(448)  Second,  the Notifying Party states that  the combined  entity will face competition 
from several large global suppliers, such as Uralmash, Sinosteel, Kobelco and NHI. 
In addition,  recent global entrants in the pellet plant market will continue to 
                                                 
434  Outotec does not offer  grate kiln. In any case, […].  
435  Form CO, paragraphs 846 and 847.  
436  Form CO, paragrap hs 849 to 851.  
437  Form CO, paragraph 856.  
438  Form CO, paragraphs 858 to 860.  
439  Form CO, paragraphs 861 to 864.  
440  With the recent exception of […].  
441  […]% of Metso Minerals’ installed capacity in grate kilns was installed in the 1990s or before (almo st 
[…]% before the 1980s) and approximately […]% of the straight grate installed capacity was installed in 
the 1990s and before (approx. […]% in the 80s and before). RFI 19, paragraph 11.  
 
 
84 constrain the combined  entity , such as Primetals or Paul Wurth.442 In addition, the 
Notifying Party cites a variety of local competitors, such as Jiangsu Honda (China), 
Gang Engg, and VT Cor p (India), Stemcor (United Kingdom), Mecon (India), SAIL 
(Steel  Authority India Ltd.  - India ).443  
(449)  Third, the Notifying Party states that, due to its relatively weak market position, 
Metso Minerals  exerts only a limited competitive constraint on Outotec. In that 
regard, the Notifying Party states that Outotec, when winning a tender, typically 
faces a number of bidders, including Uralmash, Kobelco, Primetals, Sinosteel, and 
Paul Wurth ,444 and that the Parties’ are not each other’s closest competitors.   
(450)  Fourth, t he Notifying Party states that iron ore pellet izing  equipment are, like other 
mineral processing equipment, submitted to highly competitive bidding processes 
involving sophisticated customers and specialised engineering companies that enjoy 
significant buy er power. It further states that, regarding iron ore pelletizing, the total 
number of projects is very low compared to the total number of mining projects (as 
not every mine has a pelletizing plant). In the Notifying Party’s view, given the 
limited number and the large scale of pelletizing plant projects, tenders are typically 
particularly competitive. This materializes  by starting the bidding process with a 
long list of suppliers (up to five), which is then narrowed down by customers to a 
shortlist of two or three final bidders.445  
(451)  Considering the competitive process, the Notifying Party states that previous sales 
successes are no indication of the competitive conditions for future pelletizing plants 
projects, […].446 Moreover, the Notifying Party submits that  tenders are particularly 
price -competitive in the most active regions in mining business, including China, 
India and Russia. The Notifying Party estimates that local Indian and Chinese 
suppliers (such as Gang Engineering, VT Corp., Sinosteel, and NHI Chin a) offer 
iron ore pelletizing equipment at significantly lower prices (in some cases prices are 
[…]% lower, depending on the scope and quality requested).447  
6.10.3.  Commission’s assessment  
(452)  The Commission considers that, for the reasons set out below, the Transacti on does 
not raise serious doubts as to its compatibility with the internal market as a result of 
possible horizontal non -coordinated effects , in particular through the creation o r 
strengthening of a dominant position,  in the market for the supply of iron o re 
pelletizing equipment (and possible segmentations ). 
(453)  The Parties’ combined market shares are only moderate. Based on the sales value for 
the period 2014 -2018, the Transaction will result in a very limited increment of [0-
5]%, stemming from  Metso  Minerals ’ position, leading to a combined market share 
of [30-40]% (Outotec [20-30]. In light of a few awards to Metso Minerals  in 2019, 
the Commission requested additional estimates, extending the period covered to 
2019, but resulting estimates do not differ mate rially and would not lead to a 
                                                 
442  Form CO, paragraph 844.  
443  Form CO, paragraph 868.  
444  Form CO,  paragraph 870.  
445  Form CO, paragraph 873.  
446  Form CO, paragraph 874.  
447  Form CO, paragraph 875.  
 
 
85 different assessment (Outotec [20-30]%, Metso  [5-10]%).448The Parties’ combined 
market share are higher  when considering a  potential  market for straight grate  iron 
ore pelletizing equipment  for the period 2014 -2018  ([40-50]% ). However, the 
increment remains limited ( Metso Minerals  [0-5]%).449 
(454)  Nevertheless, in the course of the market investigation, a competitor submitted that 
the combined entity would hold a dominant position due to  its important  installed 
based and would benefit from a competitive advantage stemming from its portfolio , 
which includes  the two most widespread iron ore pelletizing technologies globally, 
namely straight grate and grate kiln.450 In addition, a customer further submitted that 
the Parties offer leading inn ovative technology equipment, in terms of efficiency and 
emission level .451  
(455)  The Commi ssion considers that the Transaction does not give rise to competitive 
concerns based on the below considerations.   
(456)  First, market share  estimates based on installed base ov erstate the Parties’ current 
competitive position in the market for iron ore pelletizing equipment. Indeed, the 
results of the market investigation indicate that mining equipment, including iron ore 
pelletizing, have a very long lifetime, which can last se veral decades.452 The 
Notifying Party estimates that the combined entity’s share of installed capacity in 
iron ore pelletizing amounts to [40-50]%.453 However, as explained by the Notifying 
Party, Outotec’s and Metso  Minerals ’ installed base is a result of the ir historical 
presence in the supply of iron ore pelletizing equipment. As such, the majority of 
their plants, still currently active, have been delivered and installed several decades 
ago454 and partly relates to  equipment installed by companies subsequentl y acquired 
                                                 
448  Response to RFI 20, paragraph 11.  
449  The assessment for the period 2014 -2019 does not significantly change the Parties’ market share  
(combined entity’s market share of [40 -50]% (Outotec [30 -40]%; Metso Minerals [5 -10]%) (Reply to RFI 
20, paragraph 11).  
450  Non-confidential minutes of call with Primetals of 25 March 2020, paragraphs 6 and 8; Q1, reply to 
question 100.1.  
451  Non-confidential version of Arcelo r-Mittal’s contribution of 30 April 2020.  
452  Non-confidential minutes of call with FLSmidth of 11 December 2019, paragraph 9.  
453  This market share is significantly lower than the one estimated by Primetals. However, the Commission 
considers that Primetal s’ estimate does not provide an accurate view of the merged entity’s position. First, 
Primetals’ estimate represents installed base capacities over a 20 year period, therefore including capacity 
installed two decades ago. As a result, although this equipme nt may still be in use due to its long lifetime, 
this estimate reflects a historic activity and does not provide an accurate view of current competitive 
conditions  for the reasons set out at paragraph 455 of this decision. Second, Primetals indicates that its 
estimate, based on data available from the Steel Institute VDEh, market information and published data in 
internet , may not be exhaustive (slide 20 for straight grate). For its own estimate of the merged entity’s 
market share  of installed base capaciti es, the Notifying Party used WoodMac Iron Ore Long Term 
Outlook data, McKinsey’s estimates, as well as its best estimates. It includes plants that were operational 
during all or part of the period 2010 -2019, irrespective of the time of their startup. In ad dition, the 
Notifying Party indicates that McKinsey used VDEh as one of its primary sources, among others, but 
significantly modified the list provided by this institute based on custom research to adjust for current 
situation in project timings (delays), bankruptcies, etc. (reply to RFI 25, question 1.c.).   
454  For instance, […]% of Metso Minerals’ installed capacity in grate kilns was installed in the 1990’s or 
before (almost […]% before the 1980’s) and approximately […]% of the straight grate installed c apacity 
was installed in the 1990’s and before (approx. […]% in the 80’s and before).  
 
 
86 by the Parties  several decades ago .455 Consequently, market shares in terms of 
installed capacity may disproportionately reflect past awards and, conversely, 
provide a limited representation of the Parties’ current position.  
(457)  Consequently, estimat es based on installed base do not reflect the current 
competitive dynamic. In this regard, as set out at paragraph 438, the combined 
entity’s market share based on the sales value for the periods 2014 -2018 and 2014 -
2019 remains moderate.  
(458)  Second, despite t he limitations of the Parties’ bidding data  presented in Section 
6.2.2.  above,  such bidding data suggest that  Metso Minerals  does not appear to be  
the closest competitor to Outotec  in the potential market of straight grate 
equipment.456 […] Therefore, the bi dding data is already focused on the overlap of 
the straight grate technology.  
(459)  Outotec most frequently competes with […] of common tendered value against 
Outotec, followed […] in the period 2010 - 2019.457 The largest won value share of 
these tenders among Outotec’s competitors was […], followed by […]. Moreover, 
[…] presented significant participation rates against Metso  Minerals  […].  
(460)  Third, the combined entity will continue to face several  alternative suppliers  post-
Transaction, which will  maintain a simi lar level of  competition in the market for the 
supply of iron ore pelletizing equipment and the possible straight grate equipment  
segmentation  thereof . In that regard, the results of the market investigation indicate 
that major  competitors such as Sinostee l, Uralmash or Kobelco are active in the 
market for iron ore pelletizing  and as regards straight grate equipment specifically .458 
This result is consistent with the market share  estimate s provided by the Notifying 
Party , which indicate that  the combined enti ty will face competitive pressure exerted 
by Sinosteel ( [20-30]%), Kobelco ( [10-20]%), Uralmash ( [10-20]%) or NHI ( [5-
10]%).459 The assessment does not differ when considering a specific market for 
straight grate equipment. Indeed, the Parties’ strongest com petitors are mainly active 
on that potential market and hold, during the period 2014 -2019, significant market 
shares (Sinosteel around [20-30]%,460 Uralmash [10-20]% and NHI [5-10]%461). In 
this regard, the complainant customer confirms that it also procures i ron ore 
pelletizing equipment (straight grate and grate kiln) from the above -mentioned 
competitors.462  
(461)  Fourth , contrary to claims that iron ore pelletizing would  be characterised by high 
technical and commercial barriers to enter, such as prior knowledge of  processing 
                                                 
455  For instance, Metso Minerals’ current pelletizing plants installed base mostly rely on previously acquired 
companies, like Dravo/Lurgi in 2001 (reply to RFI 19, paragr aph 10).  
456  Although t he results of the market investigation suggest that the Parties are close competitors  (Q1, replies 
to questions 100 and 100.1  ; Q2, replies to questions 90 and 90.1. ). 
457  The Commission notes that two smaller competitors have also co mpeted for value of […]% with Outotec, 
however, it related solely to two large projects in India which got eventually cancelled.  
458  Q1, replies to questions 101 and 102; Q2, replies to questions 91 and 92.  
459  Form CO, footnote 805 and reply to RFI 20, par agraph 18.  
460  Response  to RFI 20, paragraph 18,  
461  Response to RFI 22, paragraph 15.  
462  Non-confidential version of Arcelor -Mittal’s contribution of 30 April 2020.  
 
 
87 the ore and experience from reference plants ,463 a majority of respondents to the 
market investigation indicate s that there are no substantial barriers to enter  the 
market for iron ore pelletiz ing equipment .464 Besides, several companies recently 
entered this market . Companies like Uralmash or Sinosteel have been able to 
develop straight grate technologies similar to those of the Parties.465 The Notifying 
Party provides additional examples of other recent entrants, such as Primetals, NHI, 
Paul Wurth o r Stemcor/Mecon. Some of these companies have been able to enter the 
market based on their previous know -how from adjacent industries (such as 
sintering) or experience with similar technology , as EPC providers.466  
(462)  Fifth,  the Commission notes that the demand  for iron ore pelletizing mostly concerns 
straight grate equipment, which represent almost 80% of the market.467 
Consequently, the combined entity’s offering in grate kiln product would concern 
slightly more than 20% of the overall demand.  
(463)  In addition, the Parties’ activities do not overlap in grate kiln, since Outotec does not 
provide such equipment. Furthermore, Metso  Minerals ’ portfolio, which include 
both technologies, has not contributed to strengthen its market position in the overall 
market for iron o re pelletizing. Indeed, Metso  Minerals ’ market share remains quite 
limited ([…]%) and its recent sales in iron ore pelletizing equipment […]468.  
(464)  In any event, the Commission considers that the combined entity will face sufficient 
competition in both technol ogies. As already mentioned for straight grate, the 
combined entity will compete with important competitors such as Uralmash and 
Sinosteel. In grate kiln, the combined entity will face competition from important 
suppliers such as Kobelco, whose market shar e is estimated at 15 -20% at least.469  
(465)  Sixth, the majority of customers that responded to the market investigation or 
submitted their views to the Commission, including both large global mining 
companies and smaller operators, confirm s that the Transaction w ould have a neutral 
impact on the intensity of competition in the market for iron ore pelletizing  
equipment .470  
(466)  Based on the above, the Commission considers that the Transaction would not 
significantly impede effective competition in  the internal market , or in the EEA,  by 
giving rise to horizontal non -coordinated effects , in particular through the creation o r 
strengthening of a dominant position, in the market for the supply of iron ore 
pelletizing capital equipment (and possible segmentations) for the mini ng industry . 
                                                 
463  Q1, reply to question 105.1.  
464  Q1, repl ies to question 105 ; Q2, replies to question 95.  
465  Outotec and Metso Minerals both offer  straight grate iron ore pelletizing equipment originating from a 
design developed by U.S. manufacturer Dravo in the 1950s  (Form CO, paragraphs 821 and 825, reply to 
RFI 19, paragraph 1).  
466  Response  to RFI 19,  paragraph 5.  
467  Form CO, paragraph 881.  
468  Form CO, paragraph 1173. Metso Minerals’ most recent sales in 2018  and 2019 […].  
469  Response  to RFI 22  of 28 April , questions 3.a. and 3.b.   
470  Q1, replies to question 126.4  ; Q2, replies to question 114.4. It is worth noting that a majority of 
customers considers that the Transaction will have a neutral impact on the intensity of competition.  

 
 
89 estimates that Metso  Mine rals’ share for its own installed base is approximately [10-
20]% for spare parts ( [5-10]% for third -party equipment) and [0-5]% for service 
labour ([0 -5]% for third -party equipment)  for the period 2014 -2018 .475 Besides, for 
the same period , Outotec ’s share for its own installed base (accounting for around 
[…]% of its aftersales revenues in relation to iron ore pelletizing) is below [5-10]% 
across services and spare and wear parts .476 
(472)  The Notifying Party further submits that customers are free to procure afterma rket 
services from a large range of competitors beside  OEMs. Competitors include the 
customers themselves, global engineering houses, specialized parts suppliers 
(including strong competition from Chinese suppliers, e.g., for p allet cars), the 
OEMs’ sub -suppliers and local suppliers .477 In addition, the Notifying Party states 
that the design of most pelletizing plants is very similar,  allowing open competition 
in the aftermarkets and service segment irrespective of the make of the equipment . 
The Notifying Par ty further states there are generally no IP rights or other barriers 
preventing independent aftermarket suppliers from making and selling copycat spare 
and wear parts for iron ore pelletizing.478  
(473)  Consequently, the Notifying Party indicates that the majority  of Outotec and Metso 
Minerals  iron ore pelletizing installed base globally is supplied with aftermarket 
products from and services by third parties.479 
6.11.3.  Commission’s assessment  
(474)  The Commission considers that , for the reasons set out below , the Transaction doe s 
not raise serious doubts as to its compatibility with the internal market with respect 
to non -coordinate horizontal effects in any aftermarket(s) for  iron ore pelletizing 
equipment, including  its possible segmentations.  
(475)  First, the Transaction does not gi ve rise to a horizontally affected market in relation 
to the iron ore pelletizing aftermarket , as the combined entity’s market share 
(between [0-5]% and [0 -5]%) will remain well below [10-20]% under any possible 
segmentation.480 In addition, Metso Minerals’ sales of parts to other OEM’s 
equipment are negligible (less than €[…] annually).481 
(476)  Second, the Parties’ share for the provision of spare parts, and services for their own 
installed base, remain limited (Metso  Minerals : around [10-20]% for spare parts and 
[0-5]% for service labour; Outotec: below [5-10]% across services a nd spare 
parts ).482  
                                                 
475  Form CO, paragraph 894. 
476  Form CO, paragraph 898.  
477  Form CO, paragraph 898.  
478  Form CO, paragraph 899.  
479  Form CO, paragraph 902.  
480  Response to RFI 24, 1 May 2020, question 2. The attribution of Metso Mineral s’ un -allocated service 
labour revenue related to iron ore pelletizing aftermarkets would not significantly change the Parties’ 
combined market share, as Metso Minerals’ share would remain below [0 -5]% (Form CO, footnote 860).  
481  Form CO, footnote 858. Th e Notifying Party further states that Outotec supplies re -engineered parts for 
competitors’ straight grate plants outside the EEA.  
482  Form CO, paragraph 898.  
 
 
90 (477)  Furthermore, based on the results of the market investigation,483 the Commission 
considers that the findings set out at paragraphs 347 to 34 9 with respect to grinding 
aftermarkets, regarding the customers’ possibility to choose between a l arge range of 
third -party suppliers (i.e., different from the equipment supplier), similarly apply to 
flotation aftermarkets.  
(478)  Finally, overall, the results of the market investigation do not raise any concerns 
related to the provision of flotation spare p arts and services by the combined  entity.  
(479)  Based on the above, the Commission considers that the Transaction would not 
significantly impede effective competition in  the internal market , or in the EEA,  by 
giving rise to horizontal non -coordinated effects , in particular through the creation o r 
strengthening of a dominant position, in relation to  aftermarket (s) for iron ore 
pelletizing equipment.  
6.12. Other capital equipment markets  
6.12.1.  Market shares  
(480)  The Transaction gives rise to horizontally affected markets in the fol lowing possible 
markets: (i) crushing, (ii) LIMS (a possible market based on segmentation of the 
overall market for magnetic separation), (iii) sedimentation, and (iv) fluid bed 
technologies for lithium and clay calcining  (a possible market based on segmen tation 
of the overall calcining and roasting market).484  
(481)  As regards crushing, Metso  Minerals ’ market share is around [20-30]% in the period 
2014 -2018 at a global level. Outotec’s activities in relation to crushing are very 
limited and its market share is es timated at below [0-5]% for the same period . The 
Parties’ main competitors in the possible market for crushing are FLSmidth ( [10-
20]%), thyssenkrupp ( [10-20]%), Sandvik ( [5-10]%), Tenova ( [5-10]%), Weir ( [0-
5]%), and CITIC ( [0-5]%). 
(482)  As regards the possible  market for LIMS, Metso  Minerals ’ market shares is around 
[20-30]% in the period 2014 -2018 at a global level. Outotec’s activities (selling of 
rebranded third party equipment) are very limited and its market share is estimated at 
below [5-10]% for the same  period . The Parties’ main competitors in the possible 
market for LIMS are Eriez ( [30-40]%), Stearns ( [10-20]%), Steinert ( [10-20]%), 
Malvern ( [5-10]%), and BGRIMM ( [5-10]%).485 
(483)  In the possible market for sedimentation, Outotec’s market share is around [10-20]% 
in the period 2014 -2018 at a global level, while Metso  Minerals ’ market share 
remains below [0-5]% for the same period . The Parties’ main competitiors in the 
possible market for sedimentation are FLSmidth ( [30-40]%), WesTech  ([5-10]%), 
Tenova  ([5-10]%), Roytec, and Andritz .486 
                                                 
483  Q1, replies to questions in Section D.2.; Q2, replies to questions in Sections B.1.5. and D.2 . 
484  In all remaining  market s (and possible segmentations) set out in Section 5.1.5., the combined entity’s 
market share will remain below [20 -30]%. Therefore, the Commission will not further assess these 
markets in Section 6.12.3 of this decision.  
485  Form  CO, paragraph 962.  
486  Form CO, paragraph 976.  
 
 
91 (484)  In the possible market for fluid bed technologies for lithium and clay calcining, the  
combined  entity’s  market share in the period 2014 -2018 is estimated at around [20-
30]% at a global level,  with a very limited increment added by O utotec (below [0-
5%]). FLSmidth is main competitor in this market with a market share around [10-
20]%. Other competitors, including  local and regional suppliers together a ccount for 
the remaining [60-70]% of the market.487 
6.12.2.  The Notifying Party’s views  
(485)  The Not ifying Party submits that the Transaction will not raise concern in the 
markets for crushing, magnetic separation, sedimentation , calcining and roasting 
(and any possible market segmentation , i.e., LIMS and fluid bed technologies for 
lithium and clay calci ning).  
(486)  In that regard, the Notifying Party indicates that the combined  entity’s  market share 
in any of these market remains moderate with a very limited increment (below [0-
5]%).488 The Notifying Party further states that the combined entity will continue t o 
face a sufficient number of alternative suppliers in each of the markets.489 In 
addition, the Notifying Party considers that the Parties’ activities overlap only to a 
limited extent in the markets for crushing and magnetic separation because Outotec 
does n ot offer proprietary equipment and does not offer such equipment on a 
standalone basis.490  
6.12.3.  Commission’s assessment  
(487)  The Commission considers that the Transaction does not raise doubts as to its 
compatibility with the internal market with respect to non -coord inated horizontal 
effects , in particular through the creation o r strengthening of a dominant position,  in 
the possible markets for (i) crushing, (ii) LIMS (a possible market based on 
segmentation of the overall market for magnetic separation), (iii) sedime ntation, and 
(iv) and fluid bed technologies for lithium and clay calcining  for the following 
reasons . 
(488)  First, the combined  entity’s  market share remains limited and the increment brought 
by the Transaction is very small (below [0-5]% in all horizontally af fected markets).   
(489)  Second, the combined entity will continue to face several alternative suppliers post -
Transaction  in all markets concerned , which will maintain a similar level of 
competition in the market  (see paragraphs 4 81-484). 
(490)  Based on the above, the  Commission considers that the Transaction would not 
significantly impede effective competition in  the internal market  by giving rise to 
horizontal non -coordinated effects , in particular through the creation o r 
strengthening of a dominant position, in the market for the supply of crushing, 
LIMS , sedimentation, and fluid bed technologies for lithium and clay calcining .  
                                                 
487  Form CO, paragraph 994.  
488  Form CO, paragraph 907.  
489  Form CO, paragraphs 916, 934, 936, 962, 963, 976, 994, 995, 996, 1005 and 1016.  
490  Form CO, paragraphs 909, 928, 955, 1000 and 1015.  
 
 
92 6.13. Manufacturing of equipment for the mining industry  
(491)  As explained in Section 4.4., the Parties operate under a so -called “asset -light” 
busines s model. This means that neither Metso Minerals nor Outotec have their own 
production capabilities for their core (large) minerals processing equipment, with 
some limited exceptions.491 Instead, both Parties outsource the production  of the 
equipment (i.e., t he required mining components ) and parts to mining equipment 
manufacturers .  
(492)  As explained in Section s 6.4. to 6.11. , the Commission considers that the combined  
entity would not hold a dominant position on the markets for the supply of mining 
capital equipm ent and aftermarkets.  
(493)  Nevertheless, in the course of the market investigation, a competitor submitted that 
the combined entity would enjoy sufficient  buying power in the upstream markets 
for the manufacturing of equipment for the mining industry and after markets  such 
that it would have the ability to limit competing suppliers ’ access to the necessary 
inputs from mining equipment manufacturers . Consequently, the Notifying Party’s 
competitors would not be able to provide mining equipment  on the downstream 
markets for the supply of such equipment. The complainant submits that the 
combined  entity would use its market power on the downstream markets for the 
supply of mining equipment to incite upstream mining equipment manufacturers not 
to provide mining equipme nt to its competitors, including the complainant.  
(494)  However, the results of  the market investigation show that the functioning of the 
market for the manufacturing of mining equipment will prevent the combined  entity 
from limiting its competitors’ access to the necessary input from  equipment 
manufacturers.  
(495)  In that regard, a  large majority of manufacturers  indicates that supply agreements  
between the equipment manufacturers and suppliers  typically do not include 
exclusiv ity provisions492 nor provisions for volu me/amount commitments (in terms 
of supply or purchase).493 In addition, a vast majority of mining equipment 
manufacturers indicates that the Parties represents less than a third of their overall 
revenues .494 Even if some manufacturers submit that the proportio n of their revenues 
achieved with the Parties is higher when considering the provision of mining 
equipment only ,495 they further explain that the provision of mining equipment to the 
Parties is not steady throughout the years, depending on the overall market  
development in the mining business and the success of the different suppliers  in 
winning individual projects .496 
(496)  Overall, a large majority of respondents considers that their company would  still be 
able to sell mining equipment and spare/wear parts to suppl iers other than the 
combined  entity after the transaction, considering in particular the existence of a 
                                                 
491  Outotec only has four production facilities (three in Finland and one in China), see Form CO, paragraph 
1064.  
492  Q4, replies to questions 11 and 16.  
493  Q4, replies to question s 12 and 17.  
494  Q4, replies to question 8.  
495  Q4, replies to question 8.  
496  Q4, replies t o question 8.1.  
 
 
93 sufficient demand stemming from the Parties’ competitors.497 Also , a majority of 
mining equipment manufacturers submits  that the combined  entity would  not be able 
to impose exclusiv ity agreements for equipment and spare/wear parts after the 
Transaction.498 Furthermore , a majority of respondents indicat es that the combined  
entity will not be able to degrade terms and conditions for the sales of mining 
equipmen t and spare/wear  parts after the Transaction.499 
(497)  Based on the above, the Commission considers that the Transaction would not 
significantly impede effective competition in  the internal market , or in the EEA, by 
giving rise to horizontal non -coordinated effect s, in particular through the creation or 
strengthening of buying power in the market s for the manufacturing of equipment 
for the  mining industry .  
6.14. Conglomerate effects  
(498)  The Transaction creates potential conglomerate relations hips between the Parties 
given t he complementarity between their offerings. In particular,  post-Transaction, 
the combined  entity may have the ability and incentive to increase its bundled sales 
of: (i) comminution and beneficiation equipment  (i.e. supplying a “ full line ” of 
equipment  for the mining industry ); (ii) equipment and aftermarket services, spare 
and wear parts; (iii) engineering services and equipment.   
6.14.1.  The Notifying Party’s views  
6.14.1.1.  Bundles of equipment  
As regards  ability  
(499)  The Notifying Party submits that the combined  entity will n ot have the ability to 
foreclose its rivals through any bundling strategies500 for the reasons set out below.  
(500)  First, the Notifying Party submits that the combined  entity will lack sufficient 
market power in each type of m ining equipment .501 Furthermore, in th e Notifying 
Party’s view, customers do not view the Parties’ products as particularly important 
and there are sufficient alternatives for  each of the Parties’ offerings .502 
(501)  Second, the Notifying Party argues that any potential conglomerate effects by 
bundlin g different types of equipment are excluded where a customer purchases only 
one type of equipment. In this regard, the Notifying Party states that customers 
rarely run joint tenders for the supply of two (or more) of grinding, filtration, 
flotation and/or pelletizing equipment (i.e., this only occurred in […] for the period 
                                                 
497  Q4, replies to questions 19, 21 and 21.1.  
498  Q4, replies to question 20.  
499  Q4, replies to questions 22 and 22.1.   
500  The Notifying Party submits that in the case of minerals processing equipment, technical tying is not a 
viable optio n because each mining project is different, i.e., not every mine requires the same 
type/size/sequence of equipment, and there are no interoperability issues between different types of 
minerals processing equipment. (See Form CO, paragraph 1032).  
501  Form C O, paragraphs 1024 -1025.  
502  Form CO, paragraph 1029  
 
 
94 2013 -2019503). In addition, based on the Parties’ bidding data, in the majority of 
projects covering more than one type of equipment, each type of equipment was 
sourced through a separate tender process. 504 
(502)  The Notifying Party further submits that tenders typically limit the ability of the 
combined  entity to bundle equipment. Tenders are often carried out by large and 
sophisticated engineering companies with significant market insight. In ad dition, 
tender specifications limit the ability of suppliers  to bundle different equipment if 
this would fall outside the scope of the tender.505 The Notifying Party further argues 
that there is no history of bundling in areas where Outotec has a relatively strong 
position  (e.g., flotation, filtration, and iron ore pelletizing). .506  
(503)  Third, the Notifying Party considers that there are no significant economies of scale 
such that rivals’ competitiveness would not decrease even if they lost sales due to an 
increas e in the Parties’ bundled sales. Furthermore, according to the Notifying Party , 
a bundling practice cannot have a lasting character given that mines are typically 
one-off projects without continuous repeat orders and technical specifications change 
between  the time of the original orders and expansions/replacements.507 
(504)  Fourth, the Notifying Party considers that the Parties’ competitors will have the 
ability to deploy effective and timely counter -strategies. The Notifying Party 
explains that other suppliers su ch as FLSmidth (offering a broad mining equipment 
portfolio) can respond to any bundling attempts by offering a similar bundle, while 
other suppliers could enter into ad hoc partnerships/consortia to replicate the 
bundle.508 The Notifying Party further consi ders that competitors can defeat 
bundling strategies by differentiating themselves through innovation, price or 
customer proximity.509 
As regards incentive  
(505)  According to the Notifying Party, the combined  entity will not have an incentive to 
force bundles of e quipment on customers seeking to procure individual equipment as 
such strategy is likely to result in loss of sales and will thus be unprofitable.510  
As regards effects  
(506)  The Notifying Party considers that any hypothetical attempts of the combined  entity 
to increase its bundled offerings will not lead to any reduction in actual or potential 
                                                 
503  Estimate s based on the Parties’ bidding data . 
504  Form CO, paragraphs 1027 -1028.  
505  Form CO, paragraphs 1035 -1036.  
506  Form CO, paragraph 1030.  
507  Form CO, paragraphs 1031 -1032.  
508  The Notifying Party pr ovides examples of Chinese consortia that employs such a strategy and other 
competitors such as Andritz and Weir Minerals that have entered into a long -term strategic cooperation 
agreement to offer joint tailing solutions.  
509  Form CO, paragraph 1033 -1034.  
510  […]. See Form CO, paragraphs 1037 -1039.  
 
 
95 rival’s ability or incentive to compete since competitors and customers could easily 
defeat it.511 
6.14.1.2.  Other types of bundles  
(507)  The Notifying Party submits that the analysis at par agraphs 499-506 applies mutatis 
mutandis  to other possible bundles listed at paragraph 498. 
(508)  With regard to the possible bundles of mining equipment and aftermarket services, 
spare and wear parts, the Notifying Party submits that while many RFQs already 
include some aftermarket products, the duration of such requests is typically limited 
to the warranty period (around two years). It argues that there is very limited scope 
for bundles concerning equipment and aftermarket products after the warranty period 
has expired as customers generally procure such aftermarket services, spare and 
wear parts separately from mining equipment. This is demonstrated by the Parties’ 
limited market shares on their own installed base in the aftermarkets for each 
grinding, flotatio n, filtration, and iron ore pelleting  equipment .512  
(509)  The Notifying Party further argues that it will not have the ability or incentive to 
increase bundled sales of mining equipment and aftersales services, spare and wear 
parts by extending the duration of th e warranty period.  According to the Notifying 
Party, extending the warranty period carries risks for suppliers , because,  at the time 
of the equipment tender, it is challenging to predict the future demand for 
aftermarket parts and services over the long li fespan of minerals processing 
equipment.513 
(510)  The Notifying Party further explains that the industry standard warranty period of up 
to 24 moths coincides with the warranty periods that component manufacturers grant 
to the suppliers . In order to extend the warr anty period for mining companies, 
suppliers  need to negotiate a similar extension with component suppliers, who will 
likely apply an additional charge or deny an extension .514  
(511)  With regard to a possible bundle between EPC services and the provision of 
equipm ent, the Notifying Party submits that Outotec’s EPC activities are very 
limited. The Notifying Party argues that the combined  entity will not have the ability 
to foreclose competitors because customers are reluctant to rely on mining 
equipment suppliers to  act as EPCs and prefer to involve an independent player in 
order to ensure the most competitive outcome of the tender process. According to the 
Notifying Party, the combined  entity will not have an incentive to increase the sale 
of any possible bundles of  engineering services and equipment because EPC services 
are not the Parties’ core activity and they do not have the technical resources to take 
on EPC projects (other than in very limited instances).515 Furthermore, any attempt 
to significantly increase the  Parties’ presence in this market could lead to 
                                                 
511  Form CO, paragraph 1039.  
512  Form CO, paragraph 1041.  
513  Form CO, paragraph 1041.  
514  Response to RFI 19 of 10 April 2020, question 10.  
515  Form CO, paragraphs 1042 -1058.  
 
 
96 corresponding losses in the equipment market if EPC companies turn to the Parties’ 
competitors as a result.516 
6.14.2.  Commission’s assessment  
(512)  For the reasons stated below, t he Commission considers that the combined  entity 
will not have the ability and incentive to foreclose competitors by bundling and tying  
different types of equipment and/or services. Even if the combined  entity engaged in 
a strategy to foreclose rivals though bundling, such a strategy would not have a 
significant detrimental effect on competition.  
6.14.2.1.  Bundles of capital equipment  
As regards ability  
(513)  First, the Commission considers that the combined  entity does not have a sufficient 
degree of market power  to leverage its position in the supply of any type o f mining 
equipment (i.e., grinding, flotation, filtration, iron ore pelletizing, and any possible 
segmentations) as established in Sections  6.4, 6.6, 6.8 and 6.10 of th is decision . In 
all the markets concerned, the Commission found that the Parties are not  particularly 
important competitors and there are a several credible alternative suppliers.  
(514)  Second, the Commission considers that the combined  entity is unlikely to be able to 
significantly increase its bundled sales of different types of capital equipment  post-
Transaction in light of customers’ demand patterns . 
(515)  In its assessment, the Commission considers that the more customers tend to buy 
both products (instead of only one of the products), the more demand for the 
individual products may potentially be af fected through bundling.517  
(516)  The majority of customers that responded to the market investigation procures 
individual capital equipment rather than bundles of equipment.518 The results of the 
market investigation indicate that customers hold separate tenders f or each piece of 
equipment they purchase, even in greenfield projects.519 In addition, the majority of 
competitors that responded to the market investigation do not offer bundles of 
equipment.520 
(517)  The results of the market investigation indicate that while ther e may be certain 
advantages of purchasing bundles of equipment (e.g., lower transaction cost, better 
price, increased technical performance and greater accountability of the vendor 
providing a complete solution),521 customers generally prefer to select indiv idual 
                                                 
516  Form CO, paragraph 1058.  
517  Non-Horizon tal Merger Guidelines, paragraph 100.  
518  Q2, replies to question 62.  
519  Based on the results of the market investigation, customers organise tenders for equipment primarily in 
view of project schedules. It is thus possible that customers hold separate tend ers for different types of 
equipment at the same time (mostly depending on delivery times) or gradually as the equipment becomes 
necessary. See Q2, replies to questions 64 and 64.1.  
520  Q1, replies to question 114.  
521  Q2, replies to question 62.2.  
 
 
97 equipment that “best suits the process duty” .522 Respondents to the market 
investigation consider that the disadvantages of procuring a bundle of equipment are, 
inter alia , dependency on a single supplier, potential lower quality, technical 
difficultie s in replacing the equipment with equipment from a different supplier 
(without a whole process redesign), and possible difficulties in obtaining aftermarket 
services for an integrated solution.523 
(518)  A small number of responding customers indicates that, mostly  in greenfield 
projects, they purchase bundles of equipment.524 Nevertheless, the results of the 
market investigation confirm that customers seeking to procure bundles of 
equipment would typically involve EPC(M)s or system integrators525. As explained 
at parag raph 17, under an EPC contract, the engineering company provides a 
complete solution to customers, whereby it procures equipment from suppliers of 
capital equipment . Under an EPCM contract, the engineering company, acting on 
behalf of a customer, runs tend ers and engages with mining capital equipment 
suppliers.526 Generally, EPC(M)s are considered as more neutral than a  supplier  
having a full -line portfolio. A small number of responding customers would 
purchase a full line of equipment from a capital equipmen t supplier  covering the 
equipment in its portfolio.527  
(519)  Third, respondents to the market investigation consider that the combined  entity will 
have the technical ability  to respond with a bundled offer  if a customer issues a 
request for a quote (RFQ) or a ten der seeking to procure individual equipment .528 In 
that regard, respondents explain that Outotec’s and Metso  Minerals ’ products are 
rather complementary than competing, and as a result of the Transaction, the 
combined  entity will cover the full range of mini ng capital equipment. According to 
a customer that responded to the market investigation “as such, there would be 
increased scope for the combined entity to offer a greater scope of work/service to 
bundle or package offerings” . 529  
(520)  However, the Commission n otes that having a “broad range or portfolio of products 
does not, as such, raise competition concerns” .530 Therefore, the fact that the 
Transaction combines the complementary offerings of the Parties does not in itself 
translate into the ability to impose a  bundled offering on customers seeking to 
procure individual equipment.  
(521)  The majority of the respondents to the market investigation considers that the 
combined  entity is likely to be successful in increasing its bundled offerings.531 
However, only few respon dents believe that such an increase would have a negative 
                                                 
522  Q2, replies to question 103.  
523  Q2, replies to question 62.2.  
524  Q2, replies to question 62.1.  
525   A system integrator is a supplier that provides  a full end -to-end solution by sourcing equipment it  does 
not have in its  portfolio from other suppliers of mining capital equipment. A system integrator provides 
performance guarantee for all equipment supplied to the customer.  
526  Q2, replies to question 63.  
527  Q2, replies to question 63.  
528  Q1, replies to questions 115 and 116; Q2, replies to questions 105 an d 106.  
529  Q2, replies to question 105.1.  
530  Non-Horizontal Merger Guidelines, paragraph 104.  
531  Q1, replies to question 118.1; Q2, replies to question 107.1.  
 
 
98 impact on competition and make it more difficult for stand -alone players to compete. 
The vast majority of customers and competitors that responded to the market 
investigation considers that post -Transaction there will remain sufficient demand 
from customers procuring individual equipment.532 The results of the  market 
investigation indicate that customers, including EPC(M)s, will continue to mix and 
match equipment of different suppliers “as a risk miti gation mechanism”  and in 
order to select the equipment that is best suited for their applications. 533 
(522)  Fourth, the Commission notes that stand -alone competitors have effective and timely 
counter -strategies  available in order to be able to effectively withsta nd a potential 
foreclosure strategy by the combined  entity, as confirmed by the vast majority of 
respondents to the market investigation.534  
(523)  The majority of competitors and customers that responded to the market 
investigation considers  that already today th ere are competitors who could  match the 
combined  entity’s bundled offering, such as FLS midth  and thyssenkrupp. In 
addition, competing stand -alone suppliers can sell their equipment to customers who 
seek to purchase a bundled offering also by engaging with EPC(M)s.535 The results 
of the  market investigation also indicate that competitors c ould enter into 
partnerships in order to replicate the combined  entity’s offering.536 
As regards incentive  
(524)  In light of the foregoing, the combined  entity is unlikely to have an  incentive to 
engage in a pure bundling  or tying strate gy. As explained at paragraph 51 6, the 
majority of customers is not interested in procuring bundles of equipment but instead 
prefers to purchase mining capital equipment on a stand -alone basis. If the combined  
entity pursue d a pure bundling or tying strategy, it w ould risk losing sales from 
customers who prefer to mix and match equipment from different suppliers. As a 
result, some customers may cease purchasing equipment from the combined  entity.  
(525)  It als o appears unlikely that the combined  entity will have the incentive to foreclose 
competitors through  a mixed bundling strategy. Even if the merged entity offered 
bundles at a discounted price, given customers’ purchasing patterns such a strategy 
is unlikel y to divert a large proportion of demand for individual equipment to the 
merged entity’s bundled offerings such that stand -alone players will be unable  to 
compete . Moreover, a bundle does not necessary lead to a lower price . A customer 
that procured a full -line of equipment from Outotec (acting as an EPC) explain s that 
“the package may have been more expensive than a solution where the prices for all 
elements are negotiated separately, […]. But the higher price also includes a more 
convenient risk allocatio n between Outotec and [the customer ]”.537 
                                                 
532  Q1, replies to question 119; Q2, replies to question 108.  
533  Q1, replies to question 119.1; Q2,  replies to question 108.1.  
534  Q1, replies to question 120; Q2, replies to question 109.  
535  Q2, replies to question 109.1.  
536  Q1, replies to question 120.2;  Q2, replies to question 109.1.  
537  Non-confidential minutes of call with AMG mineração  of 13 Februar y 2020, paragraph 13.  
 
 
99 (526)  In its assessment of the likely incentives of the combined  entity, the Commission 
may also take into account factors such as the type of past strategies adopted on the 
market.538 
(527)  Some respondents to the market investig ation point out that already before the 
Transaction, the Parties had the “sole ability to provide full end -to-end solutions”  
and “a number of bundled solutions for mining and processing” . However, the 
Commission notes that the Parties’ technical ability to  sell bundled offers pre -
Transaction did not result in any material increase in their position in markets where 
their activities are more limited, as evidenced by the Parties’ stable market  shares in 
the period 2014 -2018 . 
(528)  Furthermore, the Parties’ competit ors such as FLSmidth and thyssenkrupp already 
today cover the full line of equipment in their respective portfolios and are able to 
offer bundles of different types of equipment to customers. In addition, customers 
have the possibility to procure bundles o f equipment by engaging EPC(M)s. 
However, irrespective of the availability of these options in the market already 
before the Transaction took place, a majority of customers that responded to the 
market investigation purchases individual mining capital equi pment instead of 
bundles of different equipment.  
(529)  In view of the above, the Commission considers that the combined  entity is unlikely 
to have an incentive to engage in a foreclosure  strategy through bundling or other 
exclusionary strategies.  
As regards eff ects 
(530)  In its analysis, the Commission considers that i t is only when a sufficiently large 
fraction of market output is affected by foreclosure resulting from the concentration 
that the concentration may significantly impede effective competition. If there 
remain effective single -product players in either market, competition is unlikely to 
deteriorate following a conglomerate concentration.539 
(531)  Even if the combined  entity engaged in a bundling , tying or other exclusionary 
strategy, for all the reasons set out at  paragraphs 5 13-529, such strategy is unlikely to 
result in a significant reduction of sales prospects of stand -alone rivals in the market 
leading to a reduction in rivals’ ability or incentive to compete.  As established 
above , post-Transaction there will remain a sufficient number of competitors that 
offer stand -alone mining capital equipment.  Furthermore, competitors will be able to 
deploy effecti ve and timely counterstrategies.  
6.14.2.2.  Other types of bundles  
(532)  The Commission considers that for the reasons set out at paragraphs 5 13-531, the 
combined  entity will not have the ability and incentive to leverage its position from 
any market for the supply of capital equipment into (i) the respective aftermarkets 
(including services, spare and wear parts) and (ii) the mar ket for EPC services by 
bundling or other exclusionary practices , for the following reasons .  
                                                 
538  Non-Horizontal Merger Guidelines, paragraph 109.  
539  Non-Horizontal Merger Guidelines, paragraph 113.  
 
 
100 (533)  With regard to the possible bundle of capital equipment and aftermarket services, 
spare and wear parts, the Commission notes that already pre -Transaction such 
bundles are widely offered by suppliers of mining capital equipment during the 
warranty period. The results of the market investigation confirm that capital 
equipment typically carries a warranty period of around 1 -3 years.540 Therefore, the 
Transaction will no t result in any merger -specific impact with regard to such 
bundles.  
(534)  On balance, the results of  the market investigation indicate that the combined  entity 
is unlikely to have the ability and incentive to increase its sales of capital equipment 
and aftermark et services, spare and wear parts by extending the warranty period.541 
Some customers consider that suppliers are not likely to extend the warranty or that 
an extended warranty period would increase the cost of the procured equipment. 
Others express the view  that the offered warranties are not the main selection criteria 
for purchasing capital equipment. A customer responding to the market investigation 
also express es the view that at times customers have difficulties enforcing existing 
warranties such that a n extended warranty would be meaningful only if it is provided 
by a supplier  with a strong track record of hono uring warranties.542 Furthermore, as 
demonstrated by the results of the market investigation, after the warranty period 
expires, a majority of cust omers procure aftersales services, spare and wear parts 
from suppliers other than the OEM.543 This is further demonstrated by the Parties’ 
limited market shares in relat ion to their own installed base . 
(535)  With regard to the possible bundle of EPC services and m ining capital equipment, 
the Commission notes that, based on the Notifying Party’s submission, Outotec’s 
market share in the market for EPC services at a global level remains below [0-5]% 
in the period 2014 -2018544, as also confirmed by the Parties’ bidding data. Based on 
the Notifying Party’s submission, this is due to the fact that the Parties do not have 
the resources required to act as EPCs on a larger scale.  
(536)  Furthermore, a customer who procured EPC services from Outotec explained that 
even under an EPC c ontract, customers can select the supplier of capital equipment 
and are free to change suppliers for a certain type of equipment .545 Therefore, it is 
unlikely that the combined  entity will be successful in bundl ing its  sales of EPC 
services and of its own eq uipment.  
(537)  In view of the above, the Commission considers that the Transaction would not 
significantly impede effective competition in  the internal market  as a result of 
possible conglomerate effects.  
 
                                                 
540  Q2, replies to questions 58.1 and 59.  
541  Q2, replies to question 110.  
542  Q2, repl y to question 110.1.  
543  Q2, replies to questio n 101.  
544  Response to RFI 20 of 24 April 2020, question 23.  
545  Non-confidential minutes of call with AMG of 13 February 2020 , paragraph 12.  
 
 
101 7. CONCLUSION  
(538)  For the above reasons, the European Commissio n has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President