Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229- 91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 17.06.2022  
C(2022)  4294 final  
PUBLIC VERSION 
 
Ali Holding S.r.l. 
Via Gobetti, 2a  
Villa Fiorita  
20063 Cernusco sul Naviglio (Milan)  
Italy 
Subject : Case M. 10431 – ALI GROUP / WELBILT 
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004
1 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 28 April 2022, the European Commission (hereinafter ‘Commission ’) received 
notification of a proposed concentration pursuant to Article 4 and following a 
referral pursuant to Article  4(5)  of the Merger Regulation by which Ali 
Holding  S.r.l. (‘Ali Group’, Italy  or ‘the Notifying Party ’), acquires sole control 
over Welbilt, Inc. (‘Welbilt’ , the United States of A merica ), by way of a purchase 
of shares (‘the Transaction’).3 In this Decision, Ali Group and Welbilt are referred 
to as the ‘ Parties ’. 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the 
replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The 
terminology of the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
3  Publication in the Official Journal of the European Union No C 185, 6.5.2022, p. 66.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  
(2) Ali Group is an Italian corporation that , through its subsidiaries,  designs, 
manufactures,  markets and services a broad range of commercial and institutional 
foodservice equipment, including ice -making machines and ovens, used in major 
commercial and public venues. It has manufacturing facilities as well as sales and 
service subsidiaries across the world, including Europe. Ali Group is one of the world’s largest groups in this industry and operates about 80 global brands such as 
Lainox , XpressChef  / Menumaster , Mono, Metos, Scotsman , Simag, Icematic and 
Ice-o-Matic . 
(3) Welbilt was founded in 2016 and is listed  on the New York Stock Exchange . It is 
an American corporation offering equipment capable of storing, cooking, holding, displaying, dispersing and serving food and beverage products. It designs, manufactures and su pplies equipment used by commercial and institutional service 
operators. Welbilt has manufacturing facilities operating throughout the Americas (where the company is mostly active), Europe and Asia. It offers products  
e.g. under brands  Merrychef , Convotherm or Lincoln. 
2. T
HE TRANSAC TION  
(4) On 14 July 2021, the Parties  announced that they had entered into a definitive 
agreement under which Ali Group will acquire all of the issued ordinary shares in 
the capital of Welbilt. Upon completion of the Transact ion, Ali Group will acquire 
sole control over Welbilt.  
(5) Therefore, the Transaction is a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. 
3. U
NION DIMENSION  
(6) The Transaction does not have a Union dimension within the meaning of Arti cle 1 
of the Merger Regulation, as  it does not meet the thresholds of Article 1(2) or 
Article 1(3).4  
(7) However, on 5 October 2021, the Parties  to the proposed transaction informed the 
Commission , by mean s of a reasoned submission, that the concentration is capable 
of being reviewed under the national competition laws of five  Members States .5 On 
that basis, and under Article 4(5) of the Merger Regulation, the Parties  to the 
proposed transaction r equest ed the Commission to examine th e concentration.  
(8) The Commission transmitted this submission to all Member States on 5 October  2021. The Member States competent to examine the concentration did 
not express their disagreement to the request for referral.  
                                                 
4  The thresholds in Article 1(2) of the Merger Regulation are not met since the combined worldwide 
turnover of the Parties to the proposed transaction in 2020 was EUR […]  and the aggregate 
Community -wide turnover of Welbilt in 2020 was EUR […]. The Parties to the proposed transaction 
also do not meet the turnover thresholds in at least three Member States required by Article 1(3)(c) of the Merger Regulation.  
5  Austria, Germany, Portugal, Slovenia and Spain.  
 
 
3 (9) Therefore, the Transaction is deem ed to have a Union dimension pursuant to 
Article 4(5) of the Merger Regulation. 
4. MARKET DEFINITION  
(10) The commercial foodservice equipment market consists broadly of cooking, 
storage and handling equipment, food and beverage preparation, and serving equipment used to prepare and preserve various kinds of food items. The Parties ’ 
activities overlap in a number of professional kitchen equipment categories in the EEA, specifically speed ovens, combi -ovens, microwave ovens, conveyor ovens, 
deck ovens, ice -making ma chines, fryers, grills, ranges, braising pans / tilting 
skillets, cookers / kettles, holding and warming equipment, and coffee machines. This section focuses on the products where the overlaps lead to possible affected markets,
6 namely ice- making machines, speed ovens, ovens overall, combi -ovens, 
conveyor ovens and coffee machines. 
(11) Within  the EEA, Ali G roup is also active in the wholesale distribution of 
professional kitchen equipment . Therefore, there is also a vertical relationship 
between the activity of Ali G roup consisting of the wholesale distribution of 
professional kitchen equipment and the activity of Welbilt consisting of the 
manufacture of various commercial foodservice equipment. 
4.1. Ice-making machines  
4.1.1. Overview  
(12) Ice-making machines  are used to  produce ice for different uses, primarily for the 
foodservice sector (restaurants, hotels, bars, etc .), although certain of these 
machines  may also be used in specific industrial appli cations, such as cement 
production. Ice -making machines may be differentiated according to several 
different parameters, namely (i) the technology used to produce the ice, (ii) the type of ice produced, and (iii) the capacity of the machines.
7 The following ice -making 
machines can be distinguished:  
(a) Cubers  produce ice through a spray technology or through a vertical 
evaporator, or to a lesser extent using finger technology.8 These different 
technologies create distinct types of ice.9 Cubers can further be di vided into 
the following two types:  
• Modular cubers  are ice -making  machines that produce ice cubes, 
normally using vertical technology. They are larger machines which do not have an integrated storage bin. Modular cubers typically produce more 
than 125kg pe r day, and they take up more space than self -contained 
cubers as they cannot be stored horizontally.  They usually produce large 
quantities of ice in grids which break apart into individual cubes. The 
cubes are dice shaped and less clear than the gourmet cu bes. The Parties  
                                                 
6  Form_CO_- _Annex_18_(2022- 05-03) from 04.05.2022.  
7  Form CO, paragraphs 180- 181. 
8  Finger technology is used in self -contained machines in hard water areas because the system of 
moving water in the machine ensures that only the soft water sticks to the ice fingers and the calcium 
deposits are washed aw ay. 
9  Form CO, paragraph 1063.  
 
 
4 also supply ice storage bins of different capacities and dispensing units as 
accessories to  modular cubers.10 
• Self-contained cubers are low capacity machines which make and store 
ice, normally using spray technology that produce very clear ice cubes,11 
and are relatively small machines that may be easily stored (they are sometimes referred to as “undercounter” cubers), and typically produce less than 150kg ice per day.
12 
(b) Nugget ice- making machines are ice- making machines that produces nugget 
ice, a small and crunchy pieces of ice with a soft centre which is primarily 
used as a high -quality ice to cool cocktails or other drinks13 and compact 
device that you can use at home, office, or even restaurants.  
(c) Flake ice -making machines  produce flakes of  ice in machines with 
production capacities ranging from very s mall (60kg) to very large 
(over  2000kg). The technology is the same in all machines, namely water 
passes through a refrigerated cylinder, from which a rotating arm extrudes small crystals of flake ice. Depending on capacity , flake ice- making 
machines  serve various purposes. Smaller flake ice -making machines are 
usually used by commercial customers for serving with drinks (e.g., with cocktails); in these machines the flakes are sometimes compress ed. Other 
commercial customers require larger machines because they use flakes for chilled displays (e.g., in supermarkets). Very large machines can be put to industrial use, such as transporting cold meat and fish.
14 
(d) Scale ice- making machines are large -sized machines producing large 
quantities of flakes sold to the meat and fish industries and large supermarkets. The flakes produced by scale ice -making machines can sustain 
lower temperatures (approximately minus 10 -12°c) than those of the flakes 
produced by  flake ice- making machines (approximately minus 1- 2°c). Also, 
in scale ice- making machines, a horizontal rotating freezer freezes the water, 
which is scraped by a blade to form scale ice.
15  
4.1.2. Product market  
(13) The Commission has previously found different product markets for (i) modular cubers, (ii) self -contained cubers, and (iii) flake ice machines.
16 
(14) The Notifying Party acknowledges that the Commission previously found separate markets for various sub- segments of ice -making machines, but considers that the 
degree of supply -side and demand -side substitutability could lead to wider markets. 
From a supply side production lines of ice -making machines are flexible, and many 
manufacturers supply all types of products and customers . From the customers ’ 
perspective, the Notifying Party considers that they  can easily  substitute  between 
                                                 
10  Form CO, paragraph 1067.  
11  A clear, solid, slow melting "gourmet" cube used by commercial users (e.g., nightclubs and cafés) 
where shape and clarity are of great importance. ( Form CO, paragraphs 1064- 1066).  
12  Form CO, p aragraphs 1065- 1066.  
13  Form CO, paragraph 1070.  
14  Form CO, paragraphs 1075- 1076.  
15  Form CO, paragraphs 1075 and 1078.  
16  Case M.5180 –  Manitowoc / Enodis , paragraph 26.  
 
 
5 one type of ice machine and another. The Parties  submit that is not necessary to 
define the relevant markets since the proposed remedy will eliminate all overlaps 
for ice -making machines .17 
(15) The results of the  market investigation confirmed the Commission’s previous 
finding that the various types of ice -making machines  mentioned in paragraph (12)  
are part of different product markets. A large majority of customers and the majority of competitors
18 consider  that the different types of ice machines are not 
substitutable for the final customers and their commercial needs , in particular  
because of size of the ice making machine, characteristics of the ice produced, scope of use etc. More specifically, the majority of customers  agree that modular 
cubers  (which may come with accessories  such as : storage bins and dispensers) , 
self-contained cubers, flake ice- making machines, and scale ice- making machines 
constitute separate product markets.
19  
(16) With regards to nugget ice -making machines , the results of the market 
investigation are inconclusive because while  a large majority of customers consider 
them as part of a separate product market, the majority of competitors who expressed an opinion do not consider them as part of a distinct product market .
20  
(17) With regard to sales channels, the market investigation indicates that conditions of competition seem to differ in the direct sales channel compared to the distribution  
channel, specifically regarding pricing and after sales services.
21 The Parties  claim 
that they cannot reliably determine ice -making machine market  shares by sales 
channel.22 
(18) As serious doubts would arise irrespective of the product market definition and considering that the commitments offered by the N otifying Party solve those 
serious doubts irrespective of the relevant product market considered , the exact 
product market definition can be left open. For the purpose of this decision, the 
effect s of the concentration will be assessed for  the combined direct and indirect 
sales channels  for (i) a possible overall market for ice -making machines; and 
(ii) possible distinct markets for each ice- making machine type: modular cubers 
(with and without the accessories), self -contained cubers, flake ice -making 
machines, scale ice- making machines and nugget ice -making machines.  
4.1.3. Geographic market  
(19) In its previous decisional practice the Commission had elements to support both national and EEA -wide geographic markets , as the geographic scope is different 
between sales to key account customers  (which are large chain -customers like 
[…]), distributors a nd dealers.  As regards the EEA market, it is noted that 
manufacturers of ice machines market their products in the EEA through four 
                                                 
17  Form CO, paragraphs 1080- 1081.  
18  Questionnaire to competitors of ice -making mach ines, question A.B.1.  
19  Questionnaire to customers of ice- making machines, question A.B.1.  
20  Questionnaire to customers of ice- making machines, question A.B.1.; Questionnaire to competitors of 
ice-making machines, question A.B.1.  
21  Non-confidential Minu tes of a call with a distributor from 11.02.2022, 13.00- 14.00 CET; Non -
confidential Minutes of a call with a key account customer from 18.02.2022, 16.00- 17.00 CET . 
22  Form CO, paragraph 1130 and pre -notification response to the Request for information no.2 , 
question  27. 
 
 
6 different channels: (i) sales to key account customers, (ii) private label sales, 
(iii) sales to wholesale distributors (whi ch then re -sell the machines to dealers), and 
(iv) direct sales to dealers. The  market investigation did not allow the Commission 
to clarify  a number of national aspects regarding  the sale by manufacturers. For 
example, even though distributors mostly purc hase at EEA -level and that price lists 
are indeed set for EEA -wide level,  the market investigation revealed that after -sales 
services are very important and they are normally provided at national level by dealer s and distributors . Given that the remedy off ered in the respective case solved 
the serious doubts that could arise at either national or EEA level, the exact geographic scope of the markets were left open.
23 
(20) The Notifying Party submit that the relevant ge ographic market is at least 
EEA -wide, if not even wider in certain instances (i.e., for global key accounts). At 
the production level of the value chain, where the Parties  are active, competition 
occurs between manufacturers for supply opportunities (notably key accounts and distributors ) across the EEA. Customers at this level of the value chain, in turn, will 
search for suppliers across the EEA rather than localized at the national level. 
Products are shipped across the EEA to customers, if not over even wider distances 
(i.e., Welbilt s upplies  its ice -making machine to the EEA from [… ]) and prices are 
homogeneous across the EEA. Therefore, in the Parties ' view the concentration 
should be assessed on an EEA -wide basis.  
(21) All competitors and the majority of customers who expressed an opinion on this 
point consider that the market conditions for the sale of ice -making machines differ 
between direct sales from the manufacturer  (to key account customers, distributors, 
private label or dealers)  and indirect sales through a distributor/dealer, for instance 
in terms of pricing, volumes of order, format and/or nature of the products, delivery 
logistics etc.
24  
(22) The market investigation mostly confirmed Commission previous findings 
regarding the complex nature of the distribution model to the various t ypes of 
customers.25 In this regard, even though producers deliver ice -making machines to 
customers on a n EEA or wider than EEA levels,26 the geographic scope for 
customers depends on the quantity, price and the availability of after -sales 
services27 on a national basis. Usually, key account customers and large, de facto  
exclusive28 distributors of ice -making machines purchase on an at least EEA -wide 
                                                 
23  Case M.5180 –  Manitowoc / Enodis , paragraphs 42 -52. 
24  Questionnaire to customers of ice- making machines, question A.B.2.; Questionnaire to competitors of 
ice-making machines, question A.B.2.  
25  Questionnaire to customers of ice- making machines, question A.C.1.  
26  Questionnaire to competitors of ice -making machines, question A.C.1.  
27  Distributors and dealers usually offer after -sales services on a national basis and key account 
customers, even though they purchase directly from manufacturers, they choose those manufacturers 
who can provide them, indirectly through dealers or distributors, with after -sales services on a 
national level. Also, customers (dealers, distributors or key account customers) would choose the 
direct or indirect sales channel depending on the quantity of products they purchase, with a preference 
for the indirect channel for small quantities. ( Questionnaire to customers of ice -making machines, 
questions  A.C.1  and A.C.1.1; Non -confidential M inutes of a call with a distributor from 14.01.2022, 
11.00- 12.00 CET ). 
28  Non-confidential Minutes of a call with a distributor from 24.01.2022, 10.00 – 11.00 (CET); Non-
confidential Minutes of a call with a distributor from 09 March 2022, 11.00 –  12.00 (CET).  
 
 
7 basis,29 as two key customers stated: “ [we] would negotiate global EXW pricing 
and find a supply route i nto the relevant market ” and “ We negotiate and approve 
global prices and equipment worldwide and not by country. The same approved 
suppliers sell their equipment to our restaurants worldwide ”.30  
(23) The national dimension to these markets is sustained by the f act that dealers usually 
buy and sell nationally, after -sales services are provided nationally, usually 
commercial end customers purchase on a national basis.31 As two dealers state: “we 
buy and sell on the Italian market ” and “we only operate on a national  basis ”.32 
(24) Given that the remedy offered solves the serious doubts that could arise at either national or EEA level, the exact geographic scope of the markets may be left open.  
For the purpose of this decision, the effects of the concentration will be asses sed at 
both national and EEA levels for the overall sales as t he Parties  claim that they 
cannot reliably determine ice- making machine market shares by customer type.
33  
4.2. Speed ovens  
4.2.1. Overview  
(25) Speed ovens are professional kitchen appliances  that are able to co ok or heat food 
much faster than conventional ovens, typically allowing the customer to be served at the counter. They do so by combining  several types of technology, which may 
include  convection,
34 impingement,35 microwave,36 infrared37 and conduction38. 
The combination of technologies affects the cooking/heating speed and the 
finishing effect a speed oven is able to achieve.   
(26) Speed ovens are offered in various dimensions  and can be used for accelerated 
grilling / toasting, baking, and several other  cooking options. In practice  however , 
speed ovens are mostly used in front -of-house applications such as cafés, coffee 
shops and canteens for the fast re -heating and finishing of pre -cooked menu items 
such as burgers, sandwiches, and panini . 
4.2.2. Product market  
(27) The Commission has not previously assessed the market for speed ovens . 
                                                 
29  Questionnair e to customers of ice- making machines, question A.C.1; Questionnaire to competitors of 
ice-making machines, question A.C.1.  
30  Questionnaire to customers of ice- making machines, question A.C.1.1.  
31  Questionnaire to customers of ice-making machines, questi ons A.C.1 and A.C.1.1.  
32  Questionnaire to customers of ice -making machines, question A.C.1.1. ( author’s translation from 
Italian ) 
33  Form CO, paragraph 1130 and pre -notification response to the Request for information no.2, 
question  27. 
34  Heating through contact with hot air circulated by a fan.  
35  A variant of convection whereby hot air is forced through holes in a metal plate above or under the 
food.  
36  Heating “from the inside out” through high frequency radio waves which heat the water molecules in 
the product.  
37  Heating through radiant waves from a heating element such as a grill, which may be located above or 
under the food.  
38  Heating through contact with a hot surface, which includes heated bases, presses, etc.  
 
 
8 4.2.2.1. The Notifying Party ’s view  
(28) The Notifying Party  consider s that the relevant product market might be as wide as 
‘commercial foodservice equipment,’  but should not be narrower than ovens as a 
whole , including speed ovens, combi -ovens, mic rowave ovens, conveyo r ovens, 
deck ovens and convection ovens .39 According to the Notifying Party, any product 
categorisation within ovens is bound to be imprecise and subjective, both from a 
supply  and from a demand perspective, given the existence of a continuum of 
products and the blurriness of any delineation between them. A ll ovens have 
substantially one and the same purpose -  to cook and heat food, even though they 
may do so using different tec hnologies . The Notifying Party submits that customers 
choose between different types of ovens, including speed ovens, depending on their preferences and operational needs. S peed ovens could therefore be replaced by 
other more conventional cooking appliance s, such as small deck or convection 
ovens, conveyor ovens, or toasters.  
(29) Nevertheless, the Notifying Party has  provided information on a narrower segment  
for speed ovens. The Notifying Party  submit s that the market for speed ovens  
should include appliances that offer the same primary value propositions, i.e. speed 
of service, ease of use/automation and ventless operation (allowing them to be used 
without a hood) . It identifies four categories of appliances that meet those 
requirements , i.e. ‘ high-speed ovens ’, ‘accelerated ovens ’, ‘fast ovens ’, and 
‘accelerated panini press es’. In the Notifying Party’s  understanding , high-speed 
ovens  use impingement, accelerated ovens combine microwave and convection 
technology, but do not use impingement, fast ovens feature convection / grill / 
heated base (conduction) , while  accelerated panini presses use direct cooking 
(conduction plates), infrared and microwaves.  The Notifying Party submits that 
those four categories of products compete directly  due to their interchangeabl e 
functionalities . 
4.2.2.2. The Commission’s assessment  
(30) The outcome of the Commission’s market investigation provides strong indications 
that speed oven product markets comprise those types of ovens that allow faster 
cooking times than conventional ovens by combini ng at least microwave and either 
convection or impingement technology, regardless of size and sales channel. Under 
the Notifying Party’s terminology, this would include high -speed ovens and 
accelerated ovens, and exclude fast ovens and accelerated panini p resses from the 
product scope of the relevant market.  
(31) First, with respect  to heating technology, the majority of both competitors and 
customers confirmed that  an oven needs to combine  at least microwave and 
either convection or impingement, to effectively  compete in the speed oven 
market.
40 Contrary to the Notifying Party’s claims, a majority of customers41 and 
                                                 
39  See Section 4.3.1  for description s of combi -ovens and conveyor ovens and an assessment of the 
Parties’ overlapping activities in combi -ovens, conveyor ovens and ovens overall.  
40  Questionnaire to end customers of speed ovens, question B.A.2 ; Questionnaire to distributors of 
speed ovens, q uestion B.A.2; Questionnaire to competitors of speed ovens, question B.A.2.  
41  Questionnaire to end customers of speed ovens, questions B.A.6 and B.A.7; Questionnaire to 
distributors of speed ovens, question and B.A.7.  
 
 
9 competitors42 do not consider fast ovens, i.e. multi -technology ovens without 
microwave, such as Lincat’s CiBO, or accelerated panini presses, i.e. mul ti-
technology panini presses without convection, such as Electrolux’s SpeeDelight, to 
be in competition with speed ovens. A competitor explained: “ For instance 
Lincat’s CiBO does not have microwave technology and could be used to cook a pizza but not to cook a panini.”, and “while speed ovens are proper cooking appliances; panini grills are mostly used as a heating device .”
43  
(32) Furthermore, another competitor explained that “ ovens without microwave and 
only based on convection+conduction (e.g. Lincat’s CiBO ovens) cannot effectively compete against speed ovens. Without the microwave function the oven would need 
3-4 mins to cook something whereas with microwave it would only need 
1 min .”
44The same competitor also explained that “accelerated panini presses 
(pani ni presses with microwave) cannot replace speed ovens. Speed ovens can do 
what panini presses do but they can additionally warm up food like premade 
lasagna. A panini press is limited and cannot do that. If someone wants to cook a 
broad range of food, he w ould need another speed oven and not a panini press. 
Although their price range is relatively close and someone could consider them as 
competitors, they are not in reality because accelerated panini presses are more limited in the range of food they cook. ”
45 
(33) The requirement for a speed oven to have both microwave and convection or impingement technology seems to be confirmed by i ndustry reports on the speed 
ovens market such as the Technavio study ,
46 which  similarly do not include 
accelerated panini presses o r fast ovens in the market definition used for their 
assessment.  
(34) Second, as regards competition from  other appliances, market feedback indicated 
that speed ovens using at least microwave and convection or impingement technology have particular performance levels, notably in  terms of cooking speed, 
and applications, particularly for quick service restaurants and convenience stores . 
Hence, they  show little demand -side substitutability with  other types of equipment. 
A majority of customers  who responded to the market investigation
47 did not 
consider convection ovens, microwave ovens, combi -ovens, grills or ot her cooking  
appliances to be substitutable with speed ovens , in contrast to the Notifying Party’s 
contention that the relevant product should not be narrower than ovens overall .  
(35) Similarly, c ompetitors indicated that speed ovens are not in competition with other 
appliances.48 A competitor for instance commented: “ If a customer needs a speed 
oven, other products may not be viable alternatives. […] In addition, all speed ovens have ventless technology whereas any other type of oven has to be put under ventilation.”
49 
                                                 
42  Questionnaire to competitors of speed ovens, questions B.A.7 and B.A.8.  
43  Questionnaire to competitors of speed ovens, questions B.A.7.1 and B.A.6.2.  
44  Non-confidential Minutes of a call with a competitor from  18.03.2022, 16.30- 17.30 (CET).  
45  Non-confidential Minutes of a call with a competitor from  18.03.2022, 16.30- 17.30 (CET).  
46  Methodology paper: Annex_WBT_Confidential_647.  
47  Questionnaire to end customers of speed ovens, question B.A.5.; Questionnaire to distributors of 
speed ovens, question B.A.5.  
48  Questionnaire to competitor s of speed ovens, question B.A.6.  
49  Questionnaire to competitors of speed ovens, question B.A.6.2.  
 
 
10 (36) Third, a s regards  size, the market investigation suggests that dimensions of speed 
ovens are an important factor in customers’ purchasing choices . Respondents 
explain that size matters , especially in front -of-house settings where space is 
limited  but also in terms of heating speed, as smaller models tend to be faster50. 
[Welbilt’s internal document ].51 
(37) However, significant supply -side substitutability seems to exist among speed ovens 
of different  sizes : all competitors who expressed an opinion consider  that speed 
ovens of all sizes can be produced with the same components, know -how, and 
equipment , and that it is just a matter of adjusting the size of the cavity and 
frame .52 A competitor explained: “ The size may differ depe nding on the type of 
food (e.g. pizza requires a larger unit), but overall they are all considered speed 
ovens, irrespective of the size. The Company produces a larger product than its competitors. But if they wanted, they would be able to produce smaller units in the 
future, since the i mportant element is the technology that they own. Once a supplier 
has access to the necessary cooking technologies, it can produce speed ovens of all sizes, it’s just a matter of adjusting the cavity size and the frame dimensions.”
53 
(38) Fourth, w ith regard  to sales channels, the market investigation indicates that 
conditions of competition seem to differ in the direct sales channel compared to the distribution  channel.  A majority of customers  who expressed an opinion replied 
that market conditions in the tw o channels differ to a certain extent or are 
significantly different, for instance in terms of sales organization, pricing and after 
sales  services .
54 However, responses from  competitors were inconclusive, with the 
same number of respondents stating that conditions of competition are the same as 
those stating that they  are different.55 
(39) In conclusion, the Commission considers that, for the purposes of this Decision, it is appropriate to assess speed oven markets based on those types of ovens that allow faster cooking times than conventional ovens by combining at least microwave and either convection or impingement technology, regardless of size and sales channel.  
4.2.3. Geographic market  
(40) The Commission has not previously assessed a geographic market for speed ovens. 
4.2.3.1. The Notifying Party’s view  
(41) The Notifying Party submits that the geographic scope of the market is at least 
EEA -wide, or even wider in certain instances, e.g. for global key accounts. It 
claims that manufacturers such as the Parties  compete for sales to key  accounts and 
distributors across the EEA, who look for suppliers across the EEA rather than at the national level. Products are shipped across the EEA to customers, if not over 
                                                 
50  Questionnaire to end customers of speed ovens, question B.B.1 ; Questionnaire to distributors of speed 
ovens, question B.B.1.  
51   [Party internal document ]. 
52  Questionnaire to competitors of speed ovens, question B.B.1.  
53  Non-confidential M inutes of a call with a competitor from 18.03.2022, 16.30- 17.30 (CET).  
54  Questionnaire to end customers of speed ovens, question B.C.1 ; Questionnaire to distributors of speed 
ovens, question B.C.1. 
55  Questionnaire to competitors of speed ovens, question B.C.1.  
 
 
11 even wider distances, with the  bulk of speed ovens being produced outside the 
EEA,  while  prices are homogeneous across the EEA. In addition, there is no 
geographic product differentiation within the EEA, i.e., the same model is sold 
across the EEA, branding is EEA -wide, if not wider in certain cases , and there are 
significant intra -EEA trade flows . Therefore, in the Parties ' view the concentration 
should be assessed on an EEA -wide basis.  
4.2.3.2. The Commission’s assessment  
(42) The outcome of the Commission’s market investigation provides some indications 
that the geographic scope of  speed oven m arkets  is at least EEA -wide.  
(43) First, customers state that they can source speed ovens at least at the EEA level. A 
majority of end customers responded that they can source speed ovens across the 
EEA and from all over the world.56 A majority of competitors replied  that they can 
sell speed ovens in all EEA countries and across the world57, while a majority of 
distributors  confirmed  that they are able to sell across  borders  within Europe .58  
(44) Second, no geographic product differentiation seems to exist within the  EEA. As 
one distributor explained, “ Speed ovens are the same across countries. There are 
only minor regional variations with regard to power supply (i.e. single -phase 
power and three -phase power). The Company offers both variations .”59 As regards 
pricing, a majority of both competitors and distributors replied that they apply 
substantially the same prices in all EEA countries.60 
(45) Third, significant cross -border trade in speed ovens  takes place within the EEA , 
resulting for instance in Belgium or Baltic countries having  oversized  markets . 
(46) Nonetheless, while some indications point at an EEA market, speed oven markets 
are also characterized by local specificities. In particular, competitors’ market 
positions  differs significantly across national markets, which seems  to reflect  the 
downstream  positions  of local  distributors  rather  than the market  power  of 
upstream  suppliers.  
(47) In addition, for both the direct and indirect sales channel, the support of a well -
established local network for aftersales services is absolutely necessary to compete 
effectively , even though most suppliers rely on external partners to provide those  
services . As a result, end customers tend not to buy directly from  suppliers located 
outside Europe, but indirectly through a distributor offering reliable  aftersales 
services.  As an end customer explained, “ Procuring directly from manufacturers is 
not a viable alternative for us we need a local distributor who can provi de us the 
maintenance/aftersales network .”61 
(48) In conclusion, the Commission considers that, for the purposes of this Decision, the 
exact geographic market definition for speed ovens can be left open given that the 
                                                 
56  Questionnaire to end customers of speed ovens, question C.1 . 
57  Questionnaire to competitors of speed ovens, question C.1. 
58  Questionnaire to distributors of speed ovens, question C.1. 
59  Non-confidential Minutes of a call with a distributor from 06.12.2021, 16.30- 17.30 (CET).  
60  Questionnaire to competitors of speed ovens, question C.3 ; Questionnaire to distributors of speed 
ovens, question C.3 . 
61  Questionnaire to end customers of speed ovens, question C.1 .2. 
 
 
12 Transaction does not raise serious doubts as  to its compatibility with the internal 
market under any plausible geographic market definition . For the purpose of this 
decision the Transaction will be assessed at both the EEA and the national level. 
4.3. Other products  
4.3.1. Ovens  
4.3.1.1. Overview  
(49) Ovens are professional kitchen appliances that are able to cook or heat food; they 
are produced in several different sizes and shapes, and they vary in the technology 
used, functionality, price, ease or difficulty of operation, as they may be  designed 
for a variety of food or cooking techniques.62 
(50) Depending on the type of the technology used in the cooking process , the activities 
of the Parties overlap for  conveyor ovens  and combi -ovens.63 
(51) Conveyor  ovens move food products through a heated chamber at a constant speed. 
Conveyor be lt speeds and temperatures are adjustable for consistent cooking of a 
high volume of similar products. These types of ovens are very typical for cooking 
pizza.  
(52) A combi -oven is a three -in-one oven which allows cooking with steam, hot air 
(convection) or a c ombination of both. Both dry heat and steam are used together 
and an automatic mode ensures the right levels of moisture for the food that is cooking.  
4.3.1.2. Product market  
(53) The Commission has not previously assessed the  possible market  for commercial 
ovens overa ll or its sub -segments: conveyor ovens  and combi -ovens . 
(54) As set out in paragraph (28)  in relation to speed ovens, the Notifying P arty submits 
that from a demand -side substitutability perspective, each of the oven categories is 
aimed at satisfying the demand for certain cooking requirements. All potential 
further sub -divisions in a given category are aimed at satisfying materially the 
same needs. More over, as attested by the Commission in its decisional practice 
regarding domestic appliances, there is significant supply side substitutability. 
Therefore, the Notifying party is of the view that the definition of the relevant product market should not be narrower than ovens as a whole.
64  
(55) There seems to be a certain degree of demand side substitutability as the market 
investigation revealed that usually distributors and dealers aim at having in their portfolios a wide range of products, including various ty pes of ovens to better serve 
the requirements of their customers.
65 The final choice between different models 
depends largely on the customer preference, their performance needs and other 
                                                 
62  Form CO, paragraphs 146 –  147. 
63  Form CO, paragraph 187.  
64  Form CO, paragraph 418.  
65  Non-confidential Minutes of a call with a distributor from 14.01.2022, 11.00- 12.00 (CET); Non -
confidential Minutes of a call with a distributor from 09.12.2021, 11.30- 12.30 (CET) . 
 
 
13 circumstances. Independent key account customers  and coffee shops’ re quirements 
are different from large restaurant chains with very high clients flow.66 Moreover , 
supply -side substitutability seems to exist among ovens manufacturers  as they  are 
usually able to produce on the same production lines more than one oven type.67 
The market investigation did not provide  any indications  to support any  further 
segment ation of  the product markets for conveyor ovens or combi -ovens 
respectively .68 
(56) In any event, the Commission considers that the exact product market definition 
can be left open since the Transaction does not raise serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement under any plausibl e product market definition. For the purpose of this decision the 
Transaction will be assessed for (i) conveyor ove ns; (ii) combi- ovens; and 
(iii) ovens overall.  
4.3.1.3. Geographic market  
(57) The Commission has not previously assessed a geographic market for ovens ove rall 
or its sub- segments: conveyor ovens and combi -ovens.  
(58) As set out in paragraph (41) in relation to speed ovens, t he Notifying Party submits 
that the geographic scope of the market is at least EEA -wide, or even wider in 
certain instances, e.g. for global key accounts. It claims that manufacturers such as the Parties  compete for sales to key accounts and distributors across the EEA, who 
look for suppliers across the EEA rather than at the national level. Products are shipped across the EEA to customers, if not over even wider distances, with the  
bulk of speed ovens being produced outside the EEA, while prices are 
homogeneous across the EEA. In addit ion, there is no geographic product 
differentiation within the EEA, i.e., the same model is sold across the EEA, branding is EEA -wide, if not wider in certain cases, and there are significant intra -
EEA trade flows. Therefore, in the Parties ' view the conce ntration  should be 
assessed on an EEA -wide basis.
69 
(59) As previously indicated in Section  4.2 for speed ovens, the Commission considers 
that while some indications point at an EEA market, the overall ovens markets are 
also characterized by national specificities. The existence of an EEA -wide market 
is suggested by the facts that (i) prices are mostly homogeneous across the EEA; 
and (ii) produc ts are shipped across the EEA to customers (i.e., the production of 
ovens is typically localised in a few sites that supply internationally).70 At the same 
time, the structure of supply differs significantly across national markets, with 
different national dealers and distributors present on the various national market s 
besides the big players active in a number of Member States . 
                                                 
66  Non-confidential Minutes of a call with a manufacturer fro m 24.01.2022, 15.00- 16.00 (CET).  
67  Non-confidential Minutes of a call with a manufacturer fro m 25.01.2022, 15.30- 16.30 (CET); Parties 
response to request for information no 13, paragraph 13.  
68  Questionnaire to competitors of ice -making machines, question A.E.3; Questionnaire to customers of 
ice-making machines, question A.E.3.  
69  Form CO, paragraph 605- 621. 
70  Parties response to request for information no 13, paragraph 13.  
 
 
14 (60) In addition, similarly as in speed -ovens or ice -making machines, for both the direct 
and indirect sales channel, the support of a well-established national  network for 
aftersales services is necessary to compete effectively, even though most suppliers 
rely on external partners (their distributors and dealers) to provide those  services. 
As a result, end customers tend not to buy direc tly from suppliers located outside 
the EEA , but indirectly through a distributor offering reliable aftersales services.71  
(61) In any event, the exact geographic market definition with regard to the ovens may 
be left open, as the Transaction does not give rise to serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement under any plausible product market definition. For the purpose of this decision the 
Transaction will be assessed at both the EEA and the national level.  
4.3.2. Coffee machines  
(62) A coffee machine is a device used to make coffee. While there are many different 
types of coffee makers, using several different brewing techniques, in most of them coffee grounds are placed into a paper or metal filter inside a funnel , which is set 
over a glass or ceramic coffee pot. Cold water is poured into a separate chamber, 
which is then boiled and directed into the funnel. Coffee machines may be further 
distinguished (i) depending on the brewing technique between espresso coffee machines, drip filter coffee machines and pad filter coffee machines and 
(ii) depending on their use between domestic coffee machines and commercial 
coffee machines.
72 
4.3.2.1. Product market  
(63) In its decisional practice, the Commission previously considered the market for professional  food and drink distribution machines , which could be further 
segmented into the following sub- markets: (i) vending machines, (ii) beverage 
machines used in hotels, restaurants and cafés and (iii) office coffee machines. 
However, the precise market definition was left open.
73  
(64) The Commission has not dealt with the market for commercial coffee machines so far. It has, however, assessed the market for domestic coffee machines.
74  
(65) The Notifying P arty submits that,  due to the same demand -side and supply -side 
substitutability reasons  mentioned for ovens (i.e. customers can substitute between 
different types of coffee machines  and pr oducers are able to manufacture various 
models ), the market for commercial coffee machines should not be further 
segmented .75  
(66) The market investigation was inconclusive on whether a possible market would 
encompass all commercial coffee machines or  whether  there are possible markets 
based on a further segmentation by type of coffee machines  for (i) fully automated 
                                                 
71  Questionnaire to end customers of speed ovens, question C.1 .2. 
72  Form CO, paragraphs 197 –  199. 
73  See Case M.7671 –  KKR / FIBA / WMF , para 20.  
74  See Case M.7292 – Demb / Mondelez  / Charger Opco, Case M.7671 - KKR / FIBA / WMF , Case 
M.9122 – TCCC / Costa , Case M.2621 –  SEB / Moulinex.  
75  Form CO, paragraphs 203 and 317.  
 
 
15 coffee machines / office coffee systems, (ii) filter  and instant machines and 
(iii) espresso machines (further sub- segmented into manual espresso machines and 
automatic espresso machines).  The m arket investigation did not provide  any 
indications  to support any  further segmentation of  the product markets for the 
above types of coffee machines .76 
(67) In any event, the exact product market definition can be  left open since the 
concentration does not raise serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement under any plausible product 
market definition.  Under a conservative approach, t he concentration will b e 
assessed for the following segments: (i) all commercial coffee machines ; (ii) fully 
automatic coffee machines / OCS machines, (i ii) filter and instant machines, and 
(iv) espresso machines overall;  (v) manual espresso machines ; and ( vi) automatic 
espresso machines.  
4.3.2.2. Geographic market  
(68) In previous cases, the Commission considered that the relevant geographic market 
for domestic coffee machines is national in scope, particularly due to different 
consumer preferences / drinking cultures across the Member States and the 
importance of national brands. For example, the Commission found that drip filter 
coffee is drunk more in Northern Europe and espresso coffee in Southern Europe. 
Furthermore, in German speaking countries customers have a strong preference for machi nes that can prepare milk added coffees. Consequently, different brands and 
suppliers are present to a different extent across Member States and the competitive situation between the Member States differs substantially. Furthermore competitors and customer s having responded to the market investigation perceive markets as 
national. Suppliers of coffee makers typically have local or national distribution 
and logistics structures. They typically provide after sales services nationally and the importance of the  different types of distribution channels (e.g. buying groups, 
chains, hypermarkets, internet sales etc.) vary significantly across Member States.
77 
(69) In the Notifying P arty’s view, the relevant geographic market for commercial 
coffee machines should be defined as EEA -wide in scope, mainly due to the 
following market characteristics: customers source EEA -wide, there is no 
geographic product differentiation within the EEA, transport costs do not prevent 
intra-EEA sales , the Parties  compete with the same competitors across the EEA and 
prices are homogeneous across the EEA.78 
(70) Taking into consideration previous findings regarding consumers’ different preferences / drinking cultures across the Member States and the importance of national  brands, t he Commission considers that the geographic markets could be 
national in scope.  
(71) For the purpose of this Decision, the exact geographic market definition with 
regard to commercial coffee machines may be left open, as the concentration does 
                                                 
76  Questionnaire to competitors of ice -making machines, question A.E.3; Questionnaire to customers of 
ice-making machines, question A.E.3.  
77  See Case M.5547 –  Koninklijke Philips Electronics / Saeco International Group, paragraphs 33 
and 34. 
78  Form CO, paragraphs  205 – 209. 
 
 
16 not give rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement under any plausible product market definition. Following its previous decisional practice , the Commission will conduct the 
competitive assessm ent taking into consideration  the narrowest plausible market 
definition, that is,  national  markets for commercial coffee machines.  
4.3.3. Wholesale distribution of professional kitchen equipment  
(72) Ali Group is also active in the wholesale distribution of professional kitchen 
equipment  which is  downstream from  the manufacture of professional kitchen 
equipment , including speed ovens . As a downstream wholesale distributor, Ali 
Group sources products from over […]  third -party suppliers that offers customers 
(mostly end users, i.e., restaurants, canteens etc.) a range of kitchen equipment 
products including, to a smaller extent, turnkey solutions. These products include a 
vast range of kitchen equipment and accessories : kitchen appliances and 
accessories, food distribution and transportation, cold storage and refrigeration, 
coffee machines, drink bar equipment, dish- washers and furniture, kitchen 
furniture, self -monitoring, laundry equipment and personal protective equipment 
for washing.
79 
4.3.3.1. Product market  
(73) The Commission has not previously assessed the markets for the downstream wholesale distribution of professional kitchen equipment , but it assessed the 
domestic counterparts of the professional kitchen equipment
80, where it  considered 
appliances used for cooking or food preservation to be part of a segment called ‘large domestic appliances’ . 
(74) In its previous findings in the assessment of the wholesale of electronics for domestic, the Commission  distinguished between direct sa les by manufacturers and 
indirect sales through distributors .
 The market investigation supported the fact that 
wholesalers sell the whole range of products, but it didn’t exclude narrower product markets.  
(75) The Notifying Party considers that the relevant pro duct market should be the 
overall distribution of commercial foodservice equipment due to supply and demand side considerations. Distributors and dealers in the commercial kitchen equipment typically offer a wide range of commercial kitchen equipment acros s the 
entire spectrum of products and brands.
81 The Notifying Party considers that most 
                                                 
79  Parties response to the request for information no. 11, paragraphs 1- 7. 
80  Case M.10364 -  ECI / BONAK / FAST GROUP, paragraphs 23 -25. The range of products usually 
sold by wholesalers are: (i) brown goods (television sets, audio equipment, and similar household 
appliances), (ii) large domestic appliances (‘LDA’, non -portable or semi -portable machines used for 
routine housekeeping tasks such as cooking, washing laundry, or food preservation), (iii) small 
domestic appliances (‘SDA’, portable or semi -portable machines, generally used on table- tops, 
counter - tops or other platforms, to a ccomplish a household task, and include i.a. microwave ovens, 
toasters, humidifiers, food processors and coffeemakers), (iv) IT products (‘IT’), i.e. any computer 
related software, subscription or information technology hardware including but not limited t o PC 
hardware, PC software, accessories and peripherals, and (v) telecomm unication products (‘TC’), 
i.e. products that are primarily intended to fulfil or enable the function of information processing and 
communication by electronic means, including transm ission and display, including but not limited to 
mobile phones, tablets, wearables.  
81  Response to the request for information no.13, paragraphs 39- 45. 
 
 
17 commercial cooking products tend to overlap to a certain extend in their end uses 
and also customers, usually purchase products across the entire commercial foodservice equipment market.
82 
(76) The market investigation indicates that distributors usually purchase and supply a range of products  (e.g. ovens, fryers, holding and storing equipment, refrigeration 
products etc.) ,
83 as customers (i.e. dealers, restaurants, canteens etc.) to source a 
wide range of products. This finding is mandated by supply -side substitutability 
considerations, as a wholesale distributor can expand  its offering into a ne w 
product category (e.g., combi -ovens) if a commercial opportunity arises  in that 
category. The main purpose of downstream wholesale distributors is to provide 
access to end -customers (whether directly or via dealers) and logistics and after -
sales services.84 The market investigation confirm s that distributors typically offer 
the full range of professional kitchen equipment, as several distributors stated that 
they sell a full range of products: a distributor described himself as a “ wholesaler 
of professional kitchen equipment, maintenanc e and service”; another distributor 
mentioned: “ The Company acts as an intermediary (Kitchen Equipment Supplier = 
KES) in the purchase of kitchen appliances (including ice making machines) by 
their customers, which are mainly quick service restaurants chai ns. Its main value 
added is to consolidate and execute those purchases, but the Company plays no 
role in relation to the commercial decision to source one product or another. The Company acquires the products indicated by its customers ”.
85 
(77) For the purpose of this decision,  the Transaction will be assessed for the wholesale 
distribution of  professional kitchen equipment  overall . 
4.3.3.2. Geographic market  
(78) The Commission has not previously assessed the geographic markets for the wholesale distribution of professional kitchen equipment . In previous cases where 
it assessed the wholesale of domestic electronics
86, the Commission considered 
both EEA -wide and national markets.  
(79) The Notifying Party considers that the relevant ge ographic market is at least 
EEA -wide because whole salers compete for customers  across the EEA. Also, 
products are shipped across the EEA and the pr ices are homogeneous across 
the EEA.87 
(80) Distribution at the wholesale level is typically organised and operated on a national basis, if not wider, in geographic clusters of two or more countries.
88 At the same 
time pricing policies, product selection, purchasing policies, marketing and business strategies are decided usually at national levels.
89 
                                                 
82  Form CO, paragraph 130.  
83  Questionnaire to competitors of ice -making machines, question A.B.2.1 . 
84  Parties response to the request for information no. 13, paragraphs 42- 47. 
85  Questionnaire to customers of ice- making machines, question A.A.1.1 . 
86  Case M.10364 –  ECI / BONAK / FAST GROUP , paragraphs 53 -54. 
87  Form CO, paragraph  139. 
88  Large wholesale distributors like […]  are organised in this man ner. (Form CO, paragraph 609)  
89  Parties response to the request for information no. 13, paragraph 50.  
 
 
18 (81) For the purpose of this Decision, the exact geographic market definition with 
regard to the wholesale distribution of professional kitchen equipment may be left 
open, as the concentration does not give rise to serious doubts as to its 
compatibility with the  internal market or the functioning of the EEA Agreement 
regardless of the precise geographic market definition. T he Commission will carry 
out the competitive analysis taking into consideration the narrowest plausible 
market definition, that is, the national markets for the wholesale distribution of professional kitchen equipment .  
5. C
OMPETITIVE ASSESSMEN T 
5.1. Legal framework  
(82) Pursuant to Article 2(2) and (3) of the Merger Regulation, the Commission must 
assess whether a concentration would significantly impede ef fective competition in 
the internal market or in a substantial part of it, in particular through the creation or 
strengthening of a dominant position. In this respect, a merger can entail horizontal and/or non- horizontal effects.  
(83) As regards the analysis of  horizontal overlaps, the Guidelines on the assessment of 
horizontal mergers under the Council Regulation on the control of conce ntrations 
between undertakings
90 (hereinafter, the ‘Horizontal Merger Guidelines’) 
distinguish two main ways in which mergers be tween actual or potential 
competitors in the same relevant market may significantly impede effective competition, namely coordinated and non- coordinated effects. Non- coordinated 
effects can significantly affect competition by removing significant competitive constraints on one or more undertakings, which would then have market power without resorting to coordination of behaviour. In this respect, the Horizontal Merger Guidelines not only consider the direct loss of competition between the merging firms, but also the reduction of the competitive constraint on third party 
firms active in the same market that may result from the merger.  
(84) The Horizontal Merger Guidelines lists a number of factors that may influence the likelihood of a transaction giving rise to s ignificant non- coordinated effects, such 
as the high market shares of the merging Parties , the fact that the merging parties  
are close competitors, limited opportunities for customers to switch suppliers, or the fact that the transaction eliminates an impo rtant driver of competition. It is not 
necessary that all factors considered relevant for the analysis of non- coordinated 
effects , as described in the Horizontal Merger Guidelines , are present to conclude 
that significant horizontal effects are likely  to arise in a specific case. Furthermore, 
the list of factors set out in the Horizontal Merger Guidelines should not be considered exhaustive.  
(85) As regards non- horizontal relationships, anti -competitive effects may arise when 
the parties  to a concentration oper ate on different levels of the supply chain in 
certain relevant markets (vertical effects)  or on closely related markets 
                                                 
90  Commission guidelines on the assessment of horizontal mergers under the Council Regulat ion on the 
control of concentrations between undertakings (OJ C 31, 5.2.2004, pages 5- 18), in particular 
paragraphs 4 and 22.  
 
 
19 (conglomerate effects) . The Commission appraises non- horizontal effects in 
accordance with the guidance set out in the Non -Horizontal M erger Guidelines.91 
(86) The Non- Horizontal Merger Guidelines distinguish between two main ways in 
which mergers between companies operating at different levels of the supply chain 
may significantly impede effective competition, namely non -coordinated and 
coordi nated effects.  
(87) In non- horizontal mergers, non- coordinated effects may arise, inter alia, when the 
concentration gives rise to foreclosure. In vertical mergers, foreclosure can take the form of input foreclosure, where the merger is likely to raise costs of downstream rivals by restricting their access to an important input; and/or the form of customer 
foreclosure, where the merger is likely to foreclose upstream rivals by restricting 
their access to a sufficient customer base.
92 
(88) In assessing the likelihood of an anticompetitive foreclosure scenario, the 
Commission examines whether the combined entity  would have post -transaction 
the ability to foreclose access to either inputs or customers, whether the combined 
entity  would have the incentives to do so and whether such foreclosure strategy 
would have a detrimental effect on competition.93 
(89) The main concern in the context of conglomerate mergers is that of foreclosure. The combination of products in related markets may confer on the co mbined entity  
the ability and incentive to leverage a strong market position from one market to another by means of tying or bundling or other exclusionary practices. Companies engage in tying and bundling in order to provide their customers with better products or offerings in cost -effective ways. Nevertheless, in certain circumstances, 
these practices may lead to a reduction in actual or potential rivals' ability or incentive to compete. This may reduce the competitive pressure on the combined 
entity  allowing it to increase prices.  In assessing the likelihood of such a scenario, 
the Commission examines, first, whether the merged firm would have the ability to foreclose its rivals, second, whether it would have the economic incentive to do so and, third, whether a foreclosure strategy would have a significant detrimental effect on competition, thus causing harm to consumers. In practice, these factors 
are often examined together as they are closely intertwined.
94 
(90) The present Section assesses whether the concentration is likely to raise horizontal , 
vertical or conglomerate effects on the markets examined in Section 4 above.  
5.2. Horizontal effects  
(91) The Transaction gives rise to horizontally affected markets in (that is to say, markets in which the Parties ’ combined s hares exceed 20%): (i) ice- making 
machines overall
95 and distinct markets for each ice -making machine type: modular 
                                                 
91  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control 
of concentrations between un dertakings (OJ C 265, 18.10.2008, p. 6).  
92  Non-Horizontal Merger Guidelines, para 30.  
93  Non-Horizontal Merger Guidelines, para 30.  
94  Non-horizontal guidelines, paragraphs 93 -94. 
95  In the EEA, Austria, Bulgaria, Cyprus, Denmark, Estonia, Finland, France , Germany, Greece, 
Hungary, Italy, Lithuania, Malta, Norway, Poland, Portugal, Romania, Slovenia, Spain and Sweden.  
 
 
20 cubers (wit h accessories96 and without accessories97), dispensers,98storage bins,99 
self-contained cubers,100 nugget ice -making machines,101 flake ice- making 
machines102 and scale ice- making machines ;103 (ii) speed ovens;104 and (iii) ovens 
overall in France, combi -ovens in Bulgaria, conveyor ovens in Fra nce and coffee 
machines in Sweden.  
(92) Horizontal Merger Guidelines state in paragraph 17 that “according to well -
established case law, very large market shares — 50 % or more —  may in 
themselves be evidence of the existence of a dominant market position” , but 
competition concerns may be also raised for combined market shares smaller 
than 50% in view of other factors such  as i.e.  the strength and number  of 
competitors , the extent to which the products of the merging parties are close 
substitutes . Moreover, the Commission is likely to identify horizontal competition 
concerns even in cases with small increm ents105 when one of the merging parties 
has a pre -merger market share of 50 % of more.106 
5.2.1. Ice-making machines  
(93) The Transaction would combine two leading producers globally. More specifically, 
both Parties  are active in self -contained cubers, modular cubers, nugget ice -making 
machines, flake ice- making machines and scale ice- making machines. Ali Group 
supplies ice -making machines in the EEA under the Scotsman (Scotsman Industrial 
Ice), Icematic, Ice- o-Matic, Simag, Technomac, Barline, and Oref brands. Welbilt 
supplies ice -making machines in the EEA, under the Manitowoc brand.107 
(94) As regards the EEA and national markets, it is noted that manufacturers of ice machines market their products through four different channels: (i)  sales to key 
account customers (such as […] ), (ii) private label sales, (iii) sales to wholesale 
distributors (which then re sell the machines to dealers), and (iv) direct sales to 
dealers. The Parties  claim that they cannot reliably determine ice-making machine 
market shares by customer type.
108 Taking into consideration that the commitments 
offered would  remedy any competition concerns that would arise on any sales 
                                                 
96  In the EEA, Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech ia, Denmark, Estonia, Finland, 
France, Germany, Greece, Hungary, Ireland, I taly, the Netherlands, Norway, Poland, Portugal, 
Romania, Slovenia, Spain and Sweden.  
97  In the EEA, Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech ia, Denmark, Estonia, Finland, 
France, Germany, Greece, Hungary, Ireland, Italy,  Luxembourg,  the Netherla nds, Norway, Poland, 
Portugal, Romania, Slovenia, Spain and Sweden.  
98  In the EEA, Slovenia and Spain.  
99  In the EEA, Bulgaria, Croatia, Czechia, Estonia, Finland, France, Germany, Greece, Hungary, 
Ireland, Norway, Poland, Portugal, Romania, Spain and Swed en. 
100  In France, Germany, Greece, Italy, Lithuania, Malta, Poland and  Sweden.  
101  In the EEA, Austria, Bulgaria, Denmark, Germany, Poland, Spain  and Sweden.  
102  In the EEA, Austria, Bulgaria, Estonia, Finland, France, Germany, Italy, the Netherlands, Romania, 
Spain  and Sweden.  
103  In the EEA and France.  
104  In the EEA, Lithuania, Ireland, France, Denmark, Belgium, Estonia, the Netherlands, Poland, Austria, Spain, Finland, Italy, Germany, Hungary, Portugal, Czech ia, Norway and Cyprus.  
105  HHI between 1 000 and 2 000 and a delta below 250, or a merger  with a post -merger HHI above 
2 000 and a delta below 150.  
106  Paragraph 20 of the Horizontal Merger Guidelines.  
107  Form CO, paragraphs 183- 184. 
108  Form CO, paragraph 1130 and pre -notification response to the Req uest for information no.2, 
question  27. 
 
 
21 channel, the Commission will assess by  types of ice- making machines for overall 
sales.  
5.2.1.1. Notifying Party’s view  
(95) The Notifying Party co nsiders that there are sufficient pro -competitive features on 
the possible markets of ice -making machines and state that negative competitive 
effects are not likely to arise in relation to any possible relevant market. In any 
case, the Notifying Party ment ions that the market structure would not change post -
transaction due to the divestiture of Welbilt’s entire ice -making machines 
business.109 
(96) The pro- competitive features of the market mentioned by the Notifying Party are 
the following:  
(a) The ice industry features several competing suppliers and brands in the 
ice-making machines market overall and th e possible markets for each 
ice-making machine type. In addition to Welbilt, around 20- 25 ice -making 
machine manufacturers operate in the EEA. Current suppliers in the EEA include: Hoshizaki/Brema, ITV, Migel, Staff, Polar Refrigera -tion, 
Whirlpool, Ziegra, Prodis and Saro Group. There are many other smaller suppliers, including Wessamat, Geneglace, and Maja that produce large scale ice-making ma chines; Flonasa produces self -contained cubers (which make 
very large 90g cubes). Moreover, in each p ossible market for specific 
ice-making machine type , five to eleven suppliers will remain post- merger. 
Notably, for modular cubers and flake ice -making mac hines, the possible 
markets  with the most overlap between Welbilt and Ali Group, nine 
competitors will remain in the market post- merger. For flake ice -making 
machines, the only other possible market  where Manitowoc has double -digit 
market shares in just tw o Member States, eleven competitors will remain in 
the market post -merger.
110 
(b) There is significant pressure on manufacturers to maintain high levels of service quality and competitive price levels. Any degradation of the price/quality offer of one of the Par ties' brands post -merger may lead to 
switching to another brand by the distributor, dealer or end user.
111 
(c) There are strong supply -side constraints  as ice- making machine 
manufacturers can easily expand into different machine types. The production of self -contained cubers is relatively simple as it involves 
purchasing or manufacturing a number of components, fitting them together 
on a production line, and calibrating the gas and water systems within the 
machine. It would take only 1 day to modify a line from producing one type 
of machine (e.g., self -contained cubers) to another (e.g., modular/nugget ice -
making machines). As a result, manufacturers can easily and quickly re -
allocate production between the different types of machines to optimize 
profitability.
112 
                                                 
109  Form CO, paragraph 1135.  
110  Form CO, paragraph 1178.  
111  Form CO, paragraph 1136.  
112  Form CO, paragraph 1179.  
 
 
22 (d) Expansion is easy for ice -making machine manufacturer s from a production 
perspective  as intellectual property rights are limited in this industry,  and the 
processes to set up production and assembly are also relatively simple. Due 
to low transportation costs and no need for a local presence, the cost to expand in the industry is also quite low. Manufacturers can easily expand into a new region by de veloping a relationship with a distributor in the 
desired geography.  
(e) There is substantial customer buying power. In the EEA, manufacturers sell approximately […]% of their ice -making machines to distributors and key 
account customers . Given the large bulk of volume sourced through 
distributors, they can resist price increases. Moreover, though distributors 
often work with only one manufacturer, they have the option to work with 
any manufacturer they choose and may elect to work with a new 
manufacturer in t he event that they are no longer offered favourable terms.
113 
5.2.1.2. Ice-making machines overall  
(97) Based on the market shares estimates provided by the Notifying Party, the 
Transaction would give rise to horizontally affected markets for overall ice -making 
machines  in most Member States. Table 1 outlines the Parties ’ and their main 
competitors market shares in all Member States with affected markets for overall ice-making machines.  
Table 1 - Parties  and main competitors 2021  market shares for o verall ice -making 
machines  
Country  Product  Welbilt  Ali 
Group  Combined  Hoshizak
i  Brema  ITV 
EEA  Ice Making 
Machines  [5-10]% [30-40]% [30-40]% [5-10]% [10-20]% [5-10]% 
Austria  Ice Making 
Machines  [5-10]% [20-30]% [20-30]% [10-20]% [10-20]% [0-5]% 
Bulgaria  Ice Making 
Machines  [5-10]% [10-20]% [20-30]% [10-20]% [30-40]% [5-10]% 
Cyprus  Ice Making 
Machines  [0-5]% [50-60]% [50-60]% [10-20]% [10-20]% [0-5]% 
Denmark  Ice Making 
Machines  [10-20]% [20-30]% [30-40]% [20-30]% [10-20]% [0-5]% 
Estonia  Ice Making 
Machines  [20-30]% [10-20]% [30-40]% [10-20]% [20-30]% [0-5]% 
Finland  Ice Making 
Machines  [5-10]% [20-30]% [20-30]% [5-10]% [40-50]% [0-5]% 
France Ice Making 
Machines  [0-5]% [30-40]% [30-40]% [5-10]% [10-20]% [10-20]% 
Germany  Ice Making 
Machines  [10-20]% [10-20]% [30-40]% [5-10]% [5-10]% [0-5]% 
                                                 
113  Form CO, paragraph 1181.  
 
 
23 Country  Product  Welbilt  Ali 
Group  Combined  Hoshizak
i  Brema  ITV 
Greece  Ice Making 
Machines  [0-5]% [80-90]% [80-90]% [0-5]% [5-10]% [0-5]% 
Hungary Ice Making 
Machines  [5-10]% [20-30]% [20-30]% [10-20]% [20-30]% [0-5]% 
Italy Ice Making 
Machines  [0-5]% [50-60]% [50-60]% [0-5]% [20-30]% [0-5]% 
Lithuania  Ice Making 
Machines  [0-5]% [60-70]% [60-70]% [5-10]% [5-10]% [0-5]% 
Malta  Ice Making 
Machines  [0-5]% [40-50]% [40-50]% [5-10]% [30-40]% [0-5]% 
Norway  Ice Making 
Machines  [0-5]% [30-40]% [30-40]% [20-30]% [10-20]% [0-5]% 
Poland  Ice Making 
Machines  [5-10]% [20-30]% [30-40]% [10-20]% [20-30]% [0-5]% 
Portugal  Ice Making 
Machines  [0-5]% [20-30]% [30-40]% [0-5]% [10-20]% [30-40]% 
Romania  Ice Making 
Machines  [0-5]% [30-40]% [30-40]% [10-20]% [20-30]% [0-5]% 
Slovenia  Ice Making 
Machines  [0-5]% [70-80]% [70-80]% [5-10]% [10-20]% [0-5]% 
Spain  Ice Making 
Machines  [10-20]% [10-20]% [20-30]% [5-10]% [20-30]% [30-40]% 
Sweden  Ice Making 
Machines  [5-10]% [10-20]% [20-30]% [20-30]% [10-20]% [0-5]% 
Source – Answer to RFI 11, Annex Ascend_ -_Annex_RFI#11_Q4_(2022- 05-30) 
(98) First, f or the  market for overall ice- making machines, the  market  investigation 
indicated that the Transaction would combine two of the biggest players for 
ice-making machines in the EEA and most Member States,114 as one  competitor 
stated: “ After the merger of Hoshizaki/Brema and now Ali/Welbilt, the four main 
players in the market have already concentrated to two, so each of them will have a 
much more powerful market position. The credible alternatives are all only small er 
companies. They are renowned and reliable market players, but with a significantly 
smaller volume and market power. The merger will create a higher pressure on the 
remaining players ”.115 The Transaction would lead  to combined ma rket shares  
above 50% for o verall ice- making machines in Cyprus, Greece, Italy, Lithuania, 
and Slovenia and would reinforce the leadership position of Ali Group by removing a large competitor, with the share of next largest competitors, Hoshizaki, Brema and ITV, being substantially smaller than that of the combined entity . 
(99) Second, c urrently, there are five leading players in the EEA ice machines sector 
(Manitowoc, Ali Group, Hoshizaki, Brema and ITV). The proposed concentration 
                                                 
114  Questionnaire to competitors of ice -making machines, question A.D.3.  
115  Questionnaire to competitors of ice -making machines, question A.D.3.1.  
 
 
24 will reduce the number to four players, reinforcing the position of Ali Group, 
which is the current market leader in almost every product segment and almost every Member State (for at least one or two possible markets for specific ice -
making machine type as can be seen in next sections for modular cubers and nugget ice- making machines ). While manufacturers compete to reach key account 
customers and distributors who usually purchase a wide range of commercial foodservice products,
116 and although each of the three main remaining competitors 
can cover the full range of ice -making machines (modular and self -contained 
cubers, nugget, flake and scale ice -making machines),  after the T ransaction  their 
market shares will differ substantially across M ember States and product areas . A 
given competitor may be the strongest co mpetitor to the combined entity  for a 
particular machine in a particular Member State but will be a weaker player for another type of machine in the same M ember State or for the same type of machine 
in another Member State.
117 Accordingly, the combined entit y will be consistently 
strong in every possible product  market  and Member State whereas other 
competitors will be weaker ‘ across the board’ .  
(100)  Third, the majority of respondents to the market investigation are not aware of new entrant s in the market for  ice-making machines overall and do not expect new 
entries in the next 3  years.
118 Chinese producers are not considered as viable 
alternatives in the ice -making machines markets due to quality and safety concerns . 
As one customer stated: “Only Chinese companies may have entered the market through distribution companies. However, due to quality and general safety concerns, such companies cannot be considered serious competition or being a credible alternative to the above stated companies ”
119 
(101)  Fourth, the results of the market investigation indicate that the majority of responding competitors and customers consider that the Parties ’ brands are at a 
competitive advantage when it comes to the selling of ice -making machines. The 
market investigation indicates that the Pa rties’ brands are particularly strong and 
that the combined entity  would have a brands portfolio covering the full range of 
products from top end to low end ice -making machines.
120 
(102)  Fifth, contrary to the statements of the Notifying Party, the market investig ation 
shows that distributors have limited possibilities of switching suppliers. A 
significant number of distributors describe the difficulty of switching suppliers, 
mentioning their customers’ brand loyalty, after -sales services that imply the need 
to ret rain personnel, and changes in the stock of spare parts. As a result, distributors 
usually carry all the portfolio of ice -making machines of a certain supplier and 
                                                 
116  Form CO, paragraph 206.  
117  Form CO, Annex 64_M.10431 Ali Group_Welbilt_Competitors market data ice -making machines. 
For example, for modular cubers (without accessories) in Poland th e combined entity would be 
market leader with a market share of [50 -60]% and Brema would have a [10-20]% market share; 
while for self -contained cubers in Poland, Brema is market leader with a market share of [30 -40]% 
and the combined entity has a [20-30]% market share.  
118  Questionnaire to competitors of ice -making machines, question A.D.4; Questionnaire to customers of 
ice-making machines, question A.D.4. Questionnaire to competitors of ice -making machines, 
question A.D.5; Questionnaire to customers of ice -making machines, question A.D.5.  
119  Questionnaire to customers of ice- making machines, question A.D.4.1.  
120  Questionnaire to competitors of ice -making machines, question A.D.7; Questionnaire to customers of 
ice-making machines, question A.D.7.  
 
 
25 would be highly unlikely to switch supplier for only one type of ice -making 
machine.121 
(103)  Lastly , even though the investigation pointed out that the competitive environment 
is similar across the Member States122 and thus all the arguments from 
paragraphs  (97)  to (102)  are valid also at national level, the Commission set s out 
below the competitive situation in each individual Member State:  
(a) In Austria, the combined entity will hold a moderate market share of 
[20-30]% with an increment of [5-10] percentage points (Ali Group 
[20-30]%, Welbilt [5-10]%). Even with a moderate market share the 
combined entity will still be the market leader, w ith the othe r three global 
competitors holding  market shares  smaller than  the combined entity  
(Hoshizaki  [10- 20]%, Brema [10-20]%, ITV [0-5]%). Also, competitive 
conditions are similar to the ones discussed in paragraphs  (97) to (102)  
above, with no new entries in the market, difficulty of distributors and other 
customers to switch due to brand loyalty, after -sales services ( that imply the 
need to retrain personnel, and chan ges in the stock of spare parts ). However, 
it is not necessary to conclude whether the Transaction gives rise to  serious 
doubts as the proposed commitments would remove any competition concerns also in Austria.  
(b) In Bulgaria , the combined entity will hold a moderate market share of 
[20-30]% with an increment  of [5-10] percentage points  (Ali Group 
[10-20]%, Welbilt [5 -10]%). The market shares of the remaining global 
competitors are: Hoshizaki [10-20]%, Brema [30- 40]%, ITV [5-10]%. The 
other market participants are smaller, local companies who do not have the volumes and product coverage that they would need to supply  key account 
customers or large distributors. Also, competitive conditions are similar to the ones discussed in paragraphs  (97) to (102)  above, with no new entries in 
the market, difficulty of distributors and other customers to switch due to 
brand loyalty, after -sales services ( that imply the  need to retrain personnel, 
and changes in the stock of spare parts ). However, it is not necessary to 
conclude whether the Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in Bulgaria . 
(c) In Cyprus, t he combined entity will hold a significant market share of 
[50-60]% with an increment  of [0-5] percentage points  (Ali Group [50- 60]%, 
Welbilt [0-5]%). Even with a small increment to the market share the 
combined entity will still be the market leader, with the other global 
competitors holding market shares smaller than the combined entity  
(Hoshizaki  [10- 20]%, Brema [10- 20]%, ITV [0-5]%). Also, competitive 
conditions are similar to the ones discussed in paragraphs  (97) to (102)  
above, with no new entries in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to overall ice -making machines in Cyprus the T ransaction 
raises serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement . 
                                                 
121  Questionn aire to customers of ice- making machines, question A.D.6.1.  
122  Questionnaire to customers of ice- making machines, question A.D.1.2 . 
 
 
26 (d) In Denmark, t he combined entity will hold a market share of [30- 40]% with 
an increment  of [10-20] percentage points  (Ali Group [20- 30]%, Welbilt 
[10-20]%). Even with a moderate market share the combined entity will 
become the market leader, with the other global competitors holding market 
shares smaller than the combined entity : Hoshizaki [20-30]%, Brema 
[10-20]% and ITV [0 -5]%. The other market participa nts are smaller, local 
companies who do not have the volumes and product coverage that they 
would need to supply key account customers or large distributors. Also, competitive conditions are similar to the ones discussed in paragraphs (97) to 
(102)  above, with no new entries in the market, dif ficulty of distributors and 
other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). 
However, it is not necessary to conclude whether the Transaction gives ris e 
to serious doubts as the proposed commitments would remove any 
competition concerns also in Denmark . 
(e) In Estonia, t he combined entity will hold a market share of [30- 40]% with an 
increment of [10-20] percentage points % (Ali Group [10- 20]%, Welbilt 
[20-30]%). Even with a moderate market share the combined entity will still 
be the market leader, with the other global competitors holding market shares 
smaller than the combined entity : Hoshizaki [10-20]%, Brema [20- 30]% and 
ITV [0-5]%. The other market part icipants are smaller, local companies who 
do not have the volumes and product coverage that they would need to supply key account customers or large distributors. Also, competitive conditions are similar to the ones discussed in paragraphs  (97) to (102)  
above, with no new entries in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock of spare parts). However, it is not necessary  to conclude whether the Transaction gives rise to serious 
doubts as the proposed commitments would remove any competition 
concerns also in Estonia. 
(f) In Finland, the combined entity will hold a moderate market share of 
[20-30]% with an increment of [5-10] percentage points  (Ali Group 
[20-30]%, Welbilt [5-10]%). The global competitors present on this market 
are: Hoshizaki [5-10]% and Brema [40- 50]%. Also, competitive conditions 
are similar to the ones discussed in paragraphs  (97)  to (102)  above, with no 
new entries in the market, difficulty of distributors and other customers to 
switch due to brand loyalty, after -sales services (that imply the need to retrain 
personnel, and changes in the stock of spare parts). However, it is not 
necessary  to conclude whether the Transaction gives rise to serious doubts as 
the proposed commitments would remove any competition concerns also in Finland.  
(g) In France, the combined entity will hold a moderate market share of 
[30-40]% with an increment of [0-5] percentage points  (Ali Group [30- 40]%, 
Welbilt [0 -5]%). Even with a moderate market share the combined entity will 
still be the market leader, with the other global competitors holding market 
shares smaller than the combined entity  (Hoshizaki [5-10]%, Brema 
[10-20]%, ITV [10-20]%). The other market participants are smaller, local 
companies who do not have the volumes and product coverage that they would need to supply key account customers or large distributors. Also, competitive conditions are similar to the ones discussed in paragraphs  (97) 
 
 
27 to (102)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). 
However, it is not necessary to conclude whether the Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in France.  
(h) In Germany, the combined entity will hold a market share of [30- 40]% with 
an increment of [10-20] percentage points  (Ali Group [10- 20]%, Welbilt 
[10-20]%). Even with a moderate market share the combined entity will still 
be the market leader, with the other global competitors holding market shares 
smaller than the combined entity  (Hoshizaki [5-10]%, Brema [5 -10]%, 
ITV [0-5]%). Also, competitive conditions are similar to the ones discussed 
in paragraphs  (97)  to (102)  above, with no new entries in the market, 
difficulty of distributors and other customers to switch due to brand loyalty, after-sales services (that imply the need to retrain personnel, and changes in 
the stock of spare parts). However, it is not necessary t o conclude whether 
the Transaction gives rise to serious doubts as the proposed commitments 
would remove any competition concerns also in Germany.  
(i) In Greece, the combined entity will hold a very high market share of 
[80-90]% with an increment of [0-5] percentage points  (Ali Group [80- 90]%, 
Welbilt [0-5]%). The combined entity will be the  market leader and the other 
global competitors will hold market shares significantly smaller than the 
combined entity  (Hoshizaki [0-5]% and Brema [5 -10]%). Also, competitive 
conditions are similar to the ones discussed in paragraphs (97) to (102)  
above, with no new entries in the market, difficulty of distributors and other 
customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock  of spare parts). On this 
basis, in relation to overall ice -making machines in Greece the T ransaction 
raises serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement . 
(j) In Hungary, t he combined entity will hold a market share of [20- 30]% with 
an increment of [5-10] percentage points  (Ali Group [20- 30]%, Welbilt 
[5-10]%). Even with a moderate market share the combined entity will 
become the market leader, with the other global competitors holding market 
shares smaller than the combined entity  (Hoshizaki [10-20]%, Brema 
[20-30]%, ITV [0-5]%). The other market participants are smaller, local 
companies who do not have the volumes and product coverage that they 
would need to supply key account customers or large distributors. Also, 
competitive conditions are similar to the ones discussed in paragraphs  (97) 
to (102)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). 
However, it is not necessary to conclude whether the Transaction gives rise 
to serious doubts as the proposed commitments would remove any 
competition concerns also in Hungary.  
(k) In Italy, the combined entity will hold a significant market share of [50- 60]% 
with an increment of [0-5] percentage points  (Ali Group [50- 60]%, Welbilt 
[0-5]%). The other global competitors hold market shares significantly 
smaller than the combined entity  (Hoshizaki  [0-5]%, Brema [20- 30]%, 
ITV [0-5]%). Also, competitive conditions are similar to the ones discussed 
 
 
28 in paragraphs (97) to (102)  above, with no new entries in the market, 
difficulty of distributors and other customers to switch due to brand loyalty, 
after-sales services (that imply the need to retrain personnel, and ch anges in 
the stock of spare parts). On this basis, in relation to overall ice -making 
machines in Italy the T ransaction raises serious doubts as to its compatibility 
with the internal market or the functioning of the EEA Agreement . 
(l) In Lithuania, the combine d entity will hold a high market share of [60- 70]% 
with an increment of [0-5] percentage points  (Ali Group [60- 70]%, Welbilt 
[0-5]%). The combined entity will be the market leader and the other global 
competitors will hold  market shares significantly small er than the combined 
entity  (Hoshizaki [5-10]% and Brema [5 -10]%). Also, competitive conditions 
are similar to the ones discussed in paragraphs (97)  to (102)  above, with no 
new entries in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the need to retrain 
personnel, and changes in the stock of spare parts). On this basis, in relation to overall ice -making machines in Lithuania the Tr ansaction raises serious 
doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement . 
(m) In Malta, t he combined entity will hold a significant market share of 
[40-50]% with an increment of [0-5] percentage points  (Ali Group [40- 50]%, 
Welbilt [0-5]%). The other global competitors hold market shares smaller 
than the combined entity : Hoshizaki  [5-10]%, Brema [30- 40]% and 
ITV [0-5]%. The other market participants are smaller, local companies who 
do not have the volumes and product coverage that they would need to 
supply key account customers or large distributors. Also, competitive 
conditions are similar to the ones discussed in paragraphs  (97) to (102)  
above, with no new entries in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales serv ices (that imply the 
need to retrain personnel, and changes in the stock of spare parts). However, it is not necessary to conclude whether the Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also i n Malta.  
(n) In Norway, t he combined entity will hold a market share of [30- 40]% with an 
increment of [0-5] percentage points  (Ali Group [30-40]%, Welbilt [0-5]%). 
The combined entity will be the market leader and the other global competitors will hold  market shares smaller than the combined entity  
(Hoshizaki  [20- 30]% and Brema  [10- 20]%). Also, competitive conditions are 
similar to the ones discussed in paragraphs (97)  to (102)  above, with no new 
entries in the market, difficulty of distributors and other customers to switch due to brand loy alty, after -sales services (that imply the need to retrain 
personnel, and changes in the stock of spare parts). However, it is not 
necessary to conclude whether the Transaction gives rise to serious doubts as 
the proposed commitments would remove any compe tition concerns also in 
Norway . 
(o) In Poland, the combined entity will hold a  moderate market share of 
[30-40]% with an increment of [5-10] percentage points  (Ali Group 
[20-30]%, Welbilt [5-10]%). Even with a moderate market share the 
combined entity will still be the market leader, with the other global 
competitors holding market shares smaller than the combined entity  
(Hoshizaki [10-20]%, Brema [20-30]%, ITV [0 -5]%). The other market 
 
 
29 participa nts are smaller, local companies who do not have the volumes and 
product coverage that they would need to supply key account customers or 
large distributors. Also, competitive conditions are similar to the ones discussed in paragraphs  (97)  to (102)  above, with no new entries in the 
market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the need to retrain personnel, and 
changes in the stock of spare parts). However, it is not necessary  to conclude 
whether the Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in Poland.  
(p) In Portugal, the combined entity will hold a market share of [30- 40]% with 
an increment of [0-5] percentage points  (Ali Group [20- 30]%, Welbilt 
[0-5]%). The market shares of  the other global competitors are:  
Hoshizaki  [0-5]%, Brema [10- 20]%, ITV  [30- 40]%. Also, competitive 
conditions are similar to the ones discussed in paragraphs  (97) to (102)  
above, with no new entries in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock of spare parts). However, 
it is not necessary to conclude whether the Transaction gives rise to  serious 
doubts as the proposed commitments would remove any competition 
concerns also in Portugal. 
(q) In Romania, t he combined entity will hold a market share of [30- 40]% with 
an increment of [0-5] percentage points  (Ali Group [30- 40]%, Welbilt 
[0-5]%). Even  with a moderate market share the combined entity will still be 
market leader, with the other global competitors holding market shares 
smaller than the combined entity  (Hoshizaki [10-20]%, Brema [20- 30]%, 
ITV [0-5]%). The other market participants are smal ler, local companies who 
do not have the volumes and product coverage that they would need to supply key account customers or large distributors. Also, competitive conditions are similar to the ones discussed in paragraphs (97) to (102)  
above, with no new entries in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock of spare parts). However, it is not necessary to conclude whether the Transaction gives rise to serious doubts as the p roposed commitments would remove any competition 
concerns also in Romania.  
(r) In Slovenia, the combined entity will hold a high  market share of [70- 80]% 
with an increment of [0-5] percentage points  (Ali Group [70- 80]%, 
Welbilt [0-5]%). The other global compet itors holding market shares 
significantly smaller than the combined entity : Hoshizaki [5-10]%, Brema 
[10-20]% and ITV [0 -5]%. Also, competitive conditions are similar to the 
ones discussed in paragraphs (97)  to (102)  above, with no new entries in the 
market, difficulty of distributors and other customers to switch due to brand 
loyalty, after -sales services (that imply the need to retrain personnel, and 
changes in the stock of spare parts). On this basis, in relation to overall ice -
making machines in Slovenia the T ransaction raises serious d oubts as to its 
compatibility with the internal market or the functioning of the EEA 
Agreement . 
(s) In Spain, t he combined entity will hold a market share of [20- 30]% with an 
increment of [10-20] percentage points  (Ali Group [10- 20]%, Welbilt 
[10-20]%). The ma rket shares of the global competitors presen t on this 
 
 
30 market are: Hoshizaki  [5-10]%, Brema [20- 30]% and ITV [30- 40]%, so the 
combined entity will become the market leader . Also, competitive conditions 
are similar to the ones discussed in paragraphs (97)  to (102)  above, with no 
new entries in the market, difficulty of distributors and other customers to 
switch due to brand loyalty, after -sales services (that imply the need to retrain 
personnel, and changes in the stock of spare parts). However, it is not necessary to conclude whether the Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in Spain. 
(t) In Sweden, the combined entity will hold a ma rket share of [20- 30]% with an 
increment of [5-10] percentage points  (Ali Group [10- 20]%, Welbilt 
[5-10]%). Even with a moderate market share the combined entity will still 
be the market leader, with the other global competitors holding market shares 
smaller than the combined entity  (Hoshizaki  [20-30]%, Brema [10- 20]%, 
ITV [0-5]%). The other market participants are smaller, local companies who 
do not have the volumes and product coverage that they would need to 
supply key account customers or large distributors. Also, competitive 
conditions are similar to the ones discussed in paragraphs  (97) to (102)  
above, with no new entries in the market, difficulty of distributors and other 
customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock of spare parts). However, it is not necessary to conclude whether the Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in Sweden.  
(104)  Based the considerations in paragraphs (97)  to (103)  above and in light of the 
results of the market investigation and of all evidence available to it, the Commission concludes that the Transaction gives rise to serious doubts as to its compatibility with the internal market or the functioning of the EEA Ag reement 
with respect to the possible relevant market of overall ice -making machines in 
Cyprus , Greece, Italy, Lithuania and Slovenia . For the rest of the Member States 
listed in Table 1 and for the EEA the Commission concludes that it is not necessary to conclude whether serious  doubts  as to its compatibility with the internal market 
or the functioning of the EEA are raised for the  overall ice -making machines  as any 
concerns would be removed by the proposed commitments . 
5.2.1.3. Modular cubers  (with accessories)  
(105)  Modular cubers are larger machines which do not have an integrated storage bin and which are therefore used together with external storage bins and/or dispensers. These three elements are not technically integrated and can be purchased either 
together or sepa rately from different suppliers. This section assesses modular 
cubers  together with their accessories, namely  storage bins and dispensers.  
(106)  Based on the market shares estimates provided by the Notifying Part y, the 
Transaction would give rise to horizontally  affected markets for modular cubers  
with accessories  in most M ember States. Table 2  outlines the Parties ’ and their 
main competitors market shares in all Member States with affected markets for 
modular cubers  with accessories . 
 
 
31 Table 2 – Parties  and main competitors 202 1 market shares for modular cubers  with 
accessories  
Country  Product  Welbilt  Ali Group  Combined  Hoshizaki  Brema  ITV 
EEA  Modular 
Cubers  [10-20]% [40-50]% [50-60]% [10-20]% [5-10]% [0-5]% 
Austria  Modular 
Cubers  [20-30]% [10-20]% [30-40]% [10-20]% [5-10]% [0-5]% 
Belgium  Modular 
Cubers  [20-30]% [5-10]% [20-30]% [30-40]% [0-5]% [10-20]% 
Bulgaria  Modular 
Cubers  [10-20]% [70-80]% [80-90]% [0-5]% [0-5]% [0-5]% 
Croatia  Modular 
Cubers  [10-20]% [20-30]% [30-40]% [10-20]% [20-30]% [0-5]% 
Cyprus  Modular 
Cubers  [5-10]% [70-80]% [70-80]% [10-20]% [5-10]% [0-5]% 
Czechia  Modular 
Cubers  [30-40]% [40-50]% [80-90]% [0-5]% [5-10]% [0-5]% 
Denmark  Modular 
Cubers  [30-40]% [20-30]% [50-60]% [10-20]% [5-10]% [0-5]% 
Estonia  Modular 
Cubers  [60-70]% [5-10]% [70-80]% [5-10]% [0-5]% [0-5]% 
Finland  Modular 
Cubers  [20-30]% [20-30]% [50-60]% [10-20]% [20-30]% [0-5]% 
France Modular 
Cubers  [10-20]% [40-50]% [50-60]% [20-30]% [5-10]% [0-5]% 
Germany  Modular 
Cubers  [40-50]% [20-30]% [70-80]% [10-20]% [0-5]% [0-5]% 
Greece  Modular 
Cubers  [5-10]% [80-90]% [90-100]% [0-5]% [0-5]% [0-5]% 
Hungary Modular 
Cubers  [20-30]% [40-50]% [60-70]% [0-5]% [0-5]% [0-5]% 
Ireland  Modular 
Cubers  [0-5]% [60-70]% [60-70]% [20-30]% [0-5]% [0-5]% 
Italy Modular 
Cubers  [5-10]% [60-70]% [60-70]% [5-10]% [5-10]% [0-5]% 
Netherlands  Modular 
Cubers  [5-10]% [10-20]% [20-30]% [40-50]% [5-10]% [0-5]% 
Norway  Modular 
Cubers  [5-10]% [20-30]% [30-40]% [10-20]% [10-20]% [0-5]% 
Poland  Modular 
Cubers  [20-30]% [20-30]% [50-60]% [5-10]% [10-20]% [0-5]% 
 
 
32 Country  Product  Welbilt  Ali Group  Combined  Hoshizaki  Brema  ITV 
Portugal  Modular 
Cubers  [10-20]% [30-40]% [40-50]% [5-10]% [0-5]% [20-30]% 
Romania  Modular 
Cubers  [5-10]% [50-60]% [60-70]% [5-10]% [10-20]% [0-5]% 
Slovenia  Modular 
Cubers  [5-10]% [60-70]% [70-80]% [5-10]% [10-20]% [0-5]% 
Spain  Modular 
Cubers  [30-40]% [20-30]% [50-60]% [10-20]% [5-10]% [10-20]% 
Sweden  Modular 
Cubers  [10-20]% [10-20]% [30-40]% [30-40]% [10-20]% [0-5]% 
Source – Answer to RFI 11, Annex Ascend_- _Annex_RFI#11_Q4_(2022- 05-30) 
(107)  First, as shown in Table 2, the Transaction  would lead to high market shares at the 
EEA -wide  level and also in several Member States, with the combined entity 
holding  combined market share s above 50% in Bulgaria , Cyprus,  Czechia, 
Denmark,  Estonia, Finland, France, Germany, Greece,  Hungary, Ireland, Italy, 
Poland, Romania , Slovenia  and Spain.  
(108)  Second, contrary to the Notifying Parties ’ arguments,123 the results of the market 
investigation show that there will not be sufficient credible alternative suppliers 
post-transaction with Hoshizaki, Brema and  partially ITV  remaining as global 
competitors  in modular cubers .124 Although t he majority of customers who 
responded to the market investigation were not concerned as regards viable 
alternatives post -transaction,125 they didn’t identify significant players besides 
Brema, Hoshizaki and ITV ( or they identified as alternatives distributors rather 
than producers of ice -making machines ).126 
(109)  Third, the majority of respondents to the market investigation are not aware of new entrant s in ice-making machines  and do not expect new entries in the next 
three years.
127 Chinese producers are not considered as viable alternatives  in the 
ice-making machines market s due to quality and safety concerns . As one customer 
stated: “ Only Chinese companies may have entered the market through distribution 
companies. However, due to quality and general safety concerns, such companies cannot be considered serious competition or being a credible alternative to the above stated companies ”.
128  
(110)  Fourth, the results of the market investigation indicate that the majority of responding competitors and customers consider that the Parties ’ brands are at a 
competitive advantage when it comes to the selling of ice -making machines.  The 
                                                 
123  Form CO, paragraph 1161.  
124  Questionnaire to competitors of ice -making machines, question A.D.3; Questionnaire to custome rs of 
ice-making machines, question A.D.3.  
125  Questionnaire to customers of ice- making machines, question A.D.3.  
126  Questionnaire to customers of ice- making machines, question A.D.3.1.  
127  Questionnaire to competitors of ice -making machines, question A.D.4;  Questionnaire to customers of 
ice-making machines, question A.D.4. Questionnaire to competitors of ice -making machines, 
question A.D.5; Questionnaire to customers of ice -making machines, question A.D.5.  
128  Questionnaire to customers of ice- making machines , question A.D.4.1. 
 
 
33 market investigatio n indicates that  the Parties ’ brands are particularly strong  and 
that the combined entity  would have a brands portfolio  covering the full range of 
products from top end to low end ice -making machines .129 
(111)  Fifth, contrary to the statements of the Notifying Party, the market investigation 
shows that distributors have limited possibilities of switching suppliers. A 
significant number of distributors  describe the difficulty of switching suppliers , 
mentioning their customers’ brand loyalty, after -sales services that imply the need 
to retrain personnel, and changes in  the stock of spare parts. As a result , distributors 
usually carry all the portfolio of ice -making machines of a certain supplier and 
would be highly unlikely  to switch  supplier  for only one type of i ce-making 
machine.130 As one competitors mentions: “ Most manufacturers have standardized 
equipment dimensions and capacities. Having said that, smaller capacity ice cubers are a commodity, while larger capacity ones are mostly unique and cannot 
be easily rep laced as product line -up varies from brand to brand. All in all, ice 
making machines, while by definition all making ice, are different in application field, size/capacity, diffusion and price. Welbilt/Manitowoc as an aggregate cover 
most of the market dem and of modular vertical ice cubers, so changing supplier in 
this market segment would be very difficult ”.
131 
(112)  Lastly , even though  the market investigation pointed out that the competitive 
environment is similar across the Member States132, meaning that  all the arguments 
from paragraphs (107)  to (111)  are valid also at national level, the Commission  sets 
out below the assessments of the competitive situation for modular cubers with 
accessories in each individual Member State:  
(a) In Austria , the combined entity will hold a market share of [30- 40]% with an 
increment of [10-20] percentage points  (Ali Group [10- 20]%, Welbilt 
[20-30]%). Post-Transaction  there would not be sufficient credible 
competitors remaining on the market (Hoshizaki [10-20]%, Brema [5 -10]%). 
Also, the competitive conditions are similar to the ones discussed in 
paragraphs (107)  to (111)  above, with no new entries in the market, difficulty 
of distributors and other customers to switch due to brand loyalty, after -sales 
services (that imply the need to retrain personnel, and changes in the stock of spare parts). However, it is not necessary to conclude whether the 
Transaction gives rise to serious doubts as the proposed commitments would 
remove any competition concerns also in Austria . 
(b) In Belgium, the combined entity will hold a market share of [20- 30]% with 
an increment of [5-10] percentage points  (Ali Group [5 -10]%, Welbilt 
[20-30]%). The market shares of the other global competitor are:  Hoshiz aki – 
[30-40]%, Brema –  [0-5]% and ITV –  [10-20]%. Also, the competitive 
conditions are similar to the ones discussed in paragraphs (107)  to (111)  
above, with no new entries in the market, difficulty of distributors and other 
customers to switch due to brand loyalty, after -sales services  (that imply the 
need to retrain personnel, and changes in the stock of spare parts). However, 
it is not necessary to conclude whether the Transaction gives rise to serious 
                                                 
129  Questionnaire to competitors of ice -making machines, question A.D.7; Questionnaire to customers of 
ice-making machines, question A.D.7.  
130  Questionnaire to customers of ice- making machines, question A.D.6.1.  
131  Questionnaire to competitors of ice -making machines, question A.D.6.1.  
132  Questionnaire to customers of ice- making machines, question A.D.1.2.  
 
 
34 doubts as the proposed commitments would remove any competition 
concerns also in Be lgium . 
(c) In Bulgaria, the combined entity will hold a high market share of [80- 90]% 
with an increment of [10-20] percentage points  (Ali Group [60- 70]%, Welbilt 
[10-20]%). The combined entity would be the  market leader and other global 
competitors hold market shares significantly smaller than the combined entity  
(Hoshizaki  [0-5]%, Brema [0 -5]%.). Also, competitive conditions are similar 
to the ones discussed in paragraphs (107)  to (111)  above, with no new entries 
in the market, difficulty of distributors and ot her customers to switch due to 
brand loyalty, after -sales services (that imply the need to retrain personnel, 
and changes in the stock of spare parts). On this basis, in relation to modular 
cubers with accessories in Bulgaria  the Transaction raises serious  doubts as 
to its compatibility with the internal market or the functioning of the EEA Agreement . 
(d) In Croatia, the combined entity will hold a moderate market share of 
[30-40]% with an increment of [10-20] percentage points  (Ali Group [20- 30], 
Welbilt [10-20]%). Even with a moderate market share the combined entity 
will still be the market leader, with the other global competitors holding 
market shares smaller than the combined entity  (Hoshizaki [10-20]%, 
Brema  [20- 30]%, ITV [0-5]%). Also, the competiti ve conditions are similar 
to the ones discussed in paragraphs (107)  to (111)  above, with no new entries 
in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the need to retrain personnel, 
and changes in the stock of spar e parts). However, it is not necessary to 
conclude whether the Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in Croatia.  
(e) In the Cyprus, the combined entity will hold a high market share of [70- 80]% 
with an increment of [5-10] percentage points  (Ali Group [70- 80]%, Welbilt 
[5-10]%). The combined entity would be  the market leader and  the other 
global competitors hold market shares significantly smaller than the 
combined entity  (Hoshizaki  [10- 20]%, Brema [5 -10]%). Also, competitive 
conditions are similar to the ones discussed in paragraphs (107)  to (111)  
above, with no new entries in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to modular cubers with accessories in Cyprus  the 
Transaction raises serious doubts as to its compatibility w ith the internal 
market or the functioning of the EEA Agreement . 
(f) In Czechia, the combined entity will hold a high market share of [80- 90]% 
with an increment  of [30-40] percentage points  (Ali Group [40- 50]%, 
Welbilt [30-40]%). The combined entity would be t he market leader and the 
other global competitors hold market shares significantly smaller than the 
combined entity  (Hoshizaki  [0-5]%, Brema [5 -10]%). Also, competitive 
conditions are similar to the ones discussed in paragraphs (107)  to (111)  
above, with no new entries in the market, difficulty of distributors and other 
customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to modular cubers with accessories in Czechia the 
Transaction raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
 
 
35 (g) In Denmark, the combined entity will hold a significant  market share of 
[50-60]% with an increment of [20-30] percentage points  (Ali Group 
[20-30]%, Welbilt [30- 40]%). The combined entity will be the market leader, 
with the other global competitors holding market shares smaller than the 
combined entity  (Hoshizaki [10-20]%, Brema [5 -10]%, ITV [0-5]%). Also, 
the competitive conditio ns are similar to the ones discussed in 
paragraphs  (107)  to (111)  above, with no new entries in the market, difficulty 
of distributors and other customers to switch due to brand loyalty, after -sales 
services (that imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to modular cubers with accessories in Denmark  the Transaction raises seriou s doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement . 
(h) In Estonia, the combined entity will hold a  high market share of [70- 80]% 
with an increment of [5-10] percentage points  (Ali Group [5 -10]%, Welbilt 
[60-70]%). The combined entity would be  the market leader and the other 
global competitors hold market shares significantly smaller than the 
combined entity  (Hoshizaki  [5-10]% and Brema [0 -5]%). Also, the 
competitive conditions are similar to the ones discussed i n paragraphs (107)  
to (111)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). 
On this basis, in relation to modular cubers with accessories in Estonia  the 
Transaction raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(i) In Finland, the combined entity will hold a significant  market share of 
[50-60]% with an increment of [20-30] percentage points  (Ali Group 
[20-30]%, Welbilt [20-30]%). The combined entity would be  the market 
leader and the other global competitors hold market shares significantly 
smaller than the combined entity  (Hoshizaki [10-20]% and Brema [ 20-30]%). 
Also, the competitive conditions are similar to the ones discussed in paragraphs (107)  to (111)  above, with no new entries in the market, difficulty 
of distributors and other customers to switch due to brand loyalty, after -sales 
services (that imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to modular cubers with accessories in Finland the Transaction raises serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement . 
(j) In France, the combined entity will hold a significant market share of 
[50-60]% with an increment  of [10-20] percentage points  (Ali Group 
[40-50]%, Welbilt [10- 20]%). The combined entity will be market leader, 
with the other global competitors holding market shares smaller than the combined entity  (Hoshizaki [20-30]%, Brema [5 -10]%, ITV  [0-5]%). Also, 
competitive conditions are similar to the ones discussed in paragraphs (107)  
to (111)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to modular cubers with accessories in France  the 
Transaction raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(k) In Germany, the combined entity will hold a high market share of [70- 80]% 
with an increment  of [20-30] percentage points  (Ali Group [20- 30]%, Welbilt 
 
 
36 [40-50]%). The combined entity would be  the market leader and  with the 
other global competitors hold market shares significantly smaller than the 
combined entity  (Hoshizaki [10-20]% and Brema [0-5]%). Also, the 
competitive conditions are similar to the ones discussed in paragraphs (107)  
to (111)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to modular cubers with accessories in Germany  the 
Transaction raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(l) In Greece, the comb ined entity will hold a very high market share of 
[90-100]% with an increment  of [5-10] percentage points  (Ali Group 
[80-90]%, Welbilt [5 -10]%). The combined entity would be the market leader 
and the other global competitors hold market shares significantly smaller than 
the combined entity  (Hoshizaki  [0-5]% and Brema [0 -5]%). Also, the 
competitive conditions are similar to the ones discussed in paragraphs ( 107) 
to (111)  above, with no new entries in the market, difficulty of distribut ors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to modular cubers with accessories in Greece the 
Transaction raises  serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(m) In Hungary, the combined entity will hold a moderate market share of 
[60-70]% with an increment  of [20-30] percentage points  (Ali Group 
[40-50]%, Welbilt [20-30]%). The combined entity would be the market 
leader and the other global competitors hold market shares smaller than the 
combined entity  (Hoshizaki  [0-5]% and Brema [0 -5]%). Also, the 
competitive conditions are similar to the ones discusse d in paragraphs (107)  
to (111)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to modular cubers with accessories in Hungary  the 
Transaction raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(n) In Ireland, the combined entity will hold a significant market share of 
[60-70]% wi th an increment  of [0-5] percentage points  (Ali Group [60- 70]%, 
Welbilt [0-5]%). The Transaction  would give rise to a three -to-two situation, 
with only one global competitor, Hoshizaki, remaining on the market with a 
[20-30]% market share. Also, the compet itive conditions are similar to the 
ones discussed in paragraphs (107)  to (111)  above, with no new entries in the 
market, difficulty of distributors and other customers to switch due to brand 
loyalty, after -sales services (that imply the need to retrain personnel, and 
changes in the stock of spare parts). On this basis, in relation to modular 
cubers with accessories in Ireland  the Transaction raises serious doubts as to 
its compatibility with the internal market or the functioning of the EEA 
Agreement  
(o) In Italy, the combined entity will hold a high market share of [60- 70]% with 
an increment  of [5-10] percentage points  (Ali Group [60- 70]%, Welbilt 
[5-10]%). The combined entity would be the market leader and  the other 
global competitors hold market shares significantly smaller than the 
 
 
37 combined entity  (Hoshizaki  [5-10]% and Brema [5 -10]%). Also, the 
competitive conditions are similar to the ones discussed in paragraphs (107)  
to (111)  above, with no new entries in the market, difficulty of distribut ors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). 
On this basis, in relation to modular cubers with accessories in Italy the 
Transaction raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(p) In the Netherlands, the combined entity will hold a market share of [20- 30]% 
with an increment  of [5-10] percentage points  (Ali Group [10- 20]%, Welbilt 
[5-10]%). The market shares of the other global competitor are: Hoshizaki – 
[40-50]%, Brema –  [5-10]% and ITV –  [0-5]%. Also, the competitive 
conditions are similar to the ones discussed in paragraphs (10 7) to (111)  
above, with no new entries in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock of spare parts). However, 
it is not necessary  to conclude whether the Transaction gives rise to serious 
doubts as the proposed commitments would remove any competition 
concerns also in  Netherlands . 
(q) In Norway, the combined entity will hold a significant market share of 
[30-40]% with an increment  of [5-10] percentage points  (Ali Group 
[20-30]%, Welbilt [5 -10]%). The combined entity would be the market leader 
and the other global competitors hold market shares smaller than the 
combined entity  (Hoshizaki [10-20]% and Brema [10- 20]%). Also, the 
competitive conditions are similar to the ones discussed in paragraphs (107)  
to (111)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). 
However, it is not necessary to conclude whether the Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in Norway . 
(r) In Poland, the combined entity will hold a significa nt market share of 
[50-60]% with an increment  of [20-30] percentage points  (Ali Group 
[20-30]%, Welbilt [20- 30]%). The combined entity would be market leader 
and the other global competitors hold market shares significantly smaller than 
the combined entity  (Hoshizaki  [5-10]% and Brema [10- 20]%). Also, the 
competitive conditions are similar to the ones discussed in paragraphs (107)  
to (111)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to modular cubers with accessories in Poland the 
Transaction raises serious doubts as to its compatibility w ith the internal 
market or the functioning of the EEA Agreement . 
(s) In Portugal, the combined entity will hold a significant market share of 
[40-50]%; even if the market share is below 50%  and it is not in itself 
indicative  of the existence of a dominant mark et position , the market share is 
still high with a significant increment of [10- 20] percentage points  (Ali 
Group [30-40]%, Welbilt [10- 20]%). The combined entity would be the 
market leader and the other global competitors hold market shares smaller 
than the combined entity  (Hoshizaki  [5-10]% and ITV [20- 30]%). Also, the 
 
 
38 competitive conditions are similar to the ones discussed in paragraphs (107)  
to (111)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). 
On this basis, in relation to modular cubers with accessories in Portugal  the 
transaction raises serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement . 
(t) In Romania, the combined entity will hold a high market share of [60- 70]% 
with an increment  of [5-10] percentage points  (Ali Group [50- 60]%, Welbilt 
[5-10]%). The combined entity would be the market leader and  the other 
global competitors hold market shares significantly smaller than the 
combined entity  (Hoshizaki  [5-10]% and Brema [10-20]%). Also, the 
competitive conditions are similar to the ones discussed in paragraphs (107)  
to (111)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to modular cubers with accessories in Romania  the 
Transaction raises seriou s doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(u) In Slovenia, the combined entity will hold a high  market share of [70- 80]% 
with an increment  of [5-10] percentage points  (Ali Group [60- 70]%, Welbilt 
[5-10]%). The combined entity will be the market leader, with the other 
global competitors holding market shares smaller than the combined entity  
(Hoshizaki [5-10]%, Brema [10- 20]%, ITV [0-5]%). Also, the competitive 
conditions are similar to the ones discussed in paragraphs (107)  to (111)  
above, wi th no new entries in the market, difficulty of distributors and other 
customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock of spare parts). On this 
basis, in relation to modular cubers with accessories in Slovenia  the 
Transaction raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(v) In Spain, the combined entity will hold a significant market share of 
[50-60]% with an increment of [20-30] percentage points  (Ali Group 
[20-30]%, Welbilt [30- 40]%). The combined entity will be  the market leader, 
with the other global competitors holding market shares smaller than the combined entity  (Hoshizaki [10- 20]%, Brema [5 -10]%, ITV [10-20]%). Also, 
the competitive conditions are similar to the ones discussed in 
paragraphs  (107)  to (111)  above, with no new entries in the market, difficulty 
of distributors and other customers to switch due to brand loyalty, after -sales 
services (that imply the need to retrain personnel, and changes in the stock of 
spare parts). On this basis, in relation to modular cubers with accessories in 
Spain  the Transaction raises serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement . 
(w) In Sweden, the combined entity will hold a market share of [30- 40]% with an 
increment of [10-20] percentage points  (Ali Group [10- 20]%, Welbilt 
[10-20]%). The market shares of  the other global competitors are: Hoshizaki 
[30-40]%, Brema  [10- 20]%, ITV  [0-5]%. Also, the competitive conditions 
are similar to the ones discussed in paragraphs (97)  above, with no new 
entries in the market, difficulty of dis tributors and other customers to switch 
due to brand loyalty, after -sales services (that imply the need to retrain 
 
 
39 personnel, and changes in the stock of spare parts). However, it is not 
necessary to conclude whether the Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in Sweden . 
(113)  Based on the considerations in paragraphs (105)  to (112)  above and in light of the 
results of the market investigation and of all evidence available to it, the 
Commission concludes that the Transact ion gives rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement  
with respect to the  possible relevant market of modular cubers  at the EEA -wide  
level and  in Bulgaria, Cyprus , Czech ia, Denmark, Estoni a, Finland, France, 
Germany, Greece,  Hungary, Ireland, Italy, Poland, Portugal, Romania, Slovenia 
and Spain.
133 For the rest of affected markets listed in Table 2 above, it is not 
necessary to conclude on serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement as any concerns would be 
removed by the proposed commitments . 
5.2.1.4. Modular cubers, (without accessories)  
(114)  As shown in Table 3 below, the Transaction would give rise to affected markets for 
dispensers  in Slovenia and Spain; and for modular cubers and storage bins in a 
number of M ember S tates. 
Table 3 – Parties  and main competitors 202 1 market shares for modular cubers 
without accessories, s torage bins and dispensers (accessories for modular cubers ) 
Country  Product  Welbilt  Ali Group  Combined  Hoshizaki  Brema  
EEA  Modular Cubers  [20-30]% [40-50]% [70-80]% [10-20]% [0-5]% 
Austria  Modular Cubers  [50-60]%  [10-20]% [70-80]% [10-20]% [0-5]% 
Belgium  Modular Cubers  [40-50]% [10-20]% [60-70]%  [20-30]% [0-5]% 
Bulgaria  Modular Cubers  [0-5]% [80-90]% [90-100]% [0-5]% [0-5]% 
Croatia  Modular Cubers  [10-20]% [20-30]% [30-40]%  [10-20]% [20-30]% 
Cyprus  Modular Cubers  [0-5]% [80-90]% [80-90]% [10-20]% [0-5]% 
Czechia  Modular Cubers  [40-50]% [40-50]% [80-90]% [0-5]% [10-20]% 
Denmark  Modular Cubers  [60-70]%  [30-40]%  [90-100]% [0-5]% [0-5]% 
Estonia  Modular Cubers  [60-70]%  [0-5]% [70-80]% [0-5]% [0-5]% 
Finland  Modular Cubers  [50-60]%  [10-20]% [70-80]% [0-5]% [20-30]% 
France  Modular Cubers  [20-30]% [50-60]%  [70-80]% [10-20]% [0-5]% 
Germany  Modular Cubers  [60-70]%  [20-30]% [80-90]% [10-20]% [0-5]% 
Greece  Modular Cubers  [0-5]% [90-100]% [90-100]% [0-5]% [0-5]% 
Hungary  Modular Cubers  [30-40]%  [40-50]% [70-80]% [0-5]% [0-5]% 
Ireland  Modular Cubers  [0-5]% [60-70]%  [60-70]%  [30-40]%  [0-5]% 
Italy Modular Cubers  [0-5]% [70-80]% [70-80]% [0-5]% [0-5]% 
                                                 
133  According to paragraph 17 of the Horizontal Guidelines, “ According to well -established case law, 
very large market shares — 50 % or more — may in themselves be evidence of the existence of a 
dominant market position”.  
 
 
40 Country  Product  Welbilt  Ali Group  Combined  Hoshizaki  Brema  
Luxembourg  Modular Cubers  [10-20]% [10-20]% [20-30]% [30-40]%  [20-30]% 
Netherlands  Modular Cubers  [10-20]% [20-30]% [30-40]%  [50-60]%  [0-5]% 
Norway  Modular Cubers  [10-20]% [20-30]% [40-50]% [20-30]% [20-30]% 
Poland  Modular Cubers  [30-40]%  [30-40]%  [60-70]%  [0-5]% [10-20]% 
Portugal  Modular Cubers  [20-30]% [20-30]% [40-50]% [10-20]% [0-5]% 
Romania  Modular Cubers  [0-5]% [70-80]% [80-90]% [0-5]% [0-5]% 
Slovenia  Modular Cubers  [0-5]% [70-80]% [70-80]% [0-5]% [0-5]% 
Spain  Modular Cubers  [40-50]% [10-20]% [60-70]%  [20-30]% [0-5]% 
Sweden  Modular Cubers  [20-30]% [10-20]% [30-40]%  [30-40]%  [10-20]% 
EEA  Dispensers  [0-5]% [30-40]%  [30-40]%  [30-40]%  [10-20]% 
Slovenia  Dispensers  [20-30]% [0-5]% [20-30]% [40-50]% [30-40]%  
Spain  Dispensers  [10-20]% [70-80]% [80-90]% [0-5]% [0-5]% 
EEA  Storage Bins  [0-5]% [30-40]%  [30-40]%  [10-20]% [10-20]% 
Bulgaria  Storage Bins [50-60]%  [0-5]% [60-70]%  [10-20]% [10-20]% 
Croatia  Storage Bins  [70-80]% [20-30]% [90-100]% [0-5]% [0-5]% 
Czech ia Storage Bins  [40-50]% [40-50]% [80-90]% [0-5]% [0-5]% 
Estonia  Storage Bins  [40-50]% [30-40]%  [70-80]% [10-20]% [0-5]% 
Finland  Storage  Bins [0-5]% [50-60]%  [50-60]%  [0-5]% [40-50]% 
France  Storage Bins  [0-5]% [20-30]% [20-30]% [10-20]% [10-20]% 
Germany  Storage Bins  [20-30]% [20-30]% [50-60]%  [10-20]% [0-5]% 
Greece  Storage Bins  [10-20]% [80-90]% [90-100]% [0-5]% [0-5]% 
Hungary  Storage Bins [0-5]% [30-40]%  [40-50]% [0-5]% [0-5]% 
Ireland  Storage Bins  [0-5]% [70-80]% [70-80]% [0-5]% [0-5]% 
Norway  Storage Bins  [0-5]% [20-30]% [20-30]% [10-20]% [10-20]% 
Poland  Storage Bins  [10-20]% [20-30]% [30-40]%  [10-20]% [10-20]% 
Portugal  Storage Bins [0-5]% [30-40]%  [30-40]%  [0-5]% [0-5]% 
Romania  Storage Bins  [10-20]% [60-70]%  [80-90]% [0-5]% [10-20]% 
Spain  Storage Bins  [10-20]% [10-20]% [20-30]% [0-5]% [20-30]% 
Sweden  Storage Bins  [0-5]% [20-30]% [20-30]% [30-40]%  [10-20]% 
Source – Answer to RFI 11 , Annex Ascend_ -_Annex_RFI#11_Q4_(2022- 05-30) 
(115)  The Parties  would have combined market shares  above 50% for (i) modular cubers  
without accessori es in the EEA, Austria, Belgium, Bulgaria, Cyprus, Czechia , 
Denmark, Estonia, Finland, France, Germany, Gree ce, Hungary, Ireland, Italy, 
Norway, Poland, Portugal, Romania, Slovenia, and Spain; (ii) dispensers in Spain; 
and for (ii i) storage  bins in Bulgaria, Croatia, Czech ia, Estonia, Finland, Germany, 
Greece, Hungary, Ireland, and Romania . For (i) modular cubers without 
accessories in Norway and Portugal, and (ii) storage bins in Hungary, even if the market share is below 50% and it is not in itself indicative  of the existence of a 
dominant market position, the market share is still high with significant increments of [5-10] or more percentage points. In most of the affected markets the combined 
 
 
41 entity  would remain market leader, without sufficient strong alternatives.  Given the 
strong position of the Parties  in modular cubers with accessories  and that 
dispensers and storage bins are used together with modular cubers, the market 
conditions discussed in Section  5.2.1.3 are also valid for modular cubers (without 
accessories)  and the accessories:  dispensers and storage bins . 
(116)  Given the serious doubts on the compatibility of the concentration with the internal 
market or the functioning of the EEA Agreement  that are raised in relation to the 
supply of modular cubers (with accessories), and in light of the fact that the Parties  
have submitted an overall remedy, it is not necessary to examine whether the 
transaction would give rise to such serious doubts in relation to every Member 
State in relation to the supply of modular cubers  (without accessories),  bins and 
dispensers.  
5.2.1.5. Self-contained cubers  
(117)  Based on the market shares estimates provided by the Notifying Part y, the 
Transaction would give rise to horizontally affected markets for self -conta ined 
cubers in a number of Member States , but not at EEA -wide level . Table 4  outlines 
the Parties ’ and their main competitors market shares in all Member States which 
are national affected markets for self -contained cubers.  
Table 4 – Parties  and main competitors 2021 market shares for self -contained cubers  
Country  Product  Welbilt  Ali 
Group  Combined  Hoshizaki  Brema  ITV 
France Self-Contained 
Cubers  [0-5]% [30-40]%  [30-40]% [10-20]%  [30-40]%  [10-20]%  
Germany  Self-Contained 
Cubers  [0-5]% [20-30]%  [20-30]% [5-10]%  [0-5]% [0-5]% 
Greece  Self-Contained 
Cubers  [0-5]% [60-70]%  [60-70]% [0-5]% [20-30]%  [0-5]% 
Italy Self-Contained 
Cubers  [0-5]% [50-60]%  [50-60]% [0-5]% [20-30]%  [0-5]% 
Lithuania  Self-Contained 
Cubers  [5-10]%  [40-50]% [40-50]% [10-20]%  [20-30]%  [0-5]% 
Malta  Self-Contained 
Cubers  [0-5]% [20-30]%  [20-30]% [5-10]%  [50-60]%  [5-10]%  
Poland  Self-Contained 
Cubers  [0-5]% [20-30]%  [20-30]% [10-20]%  [30-40]%  [5-10]%  
Sweden  Self-Contained 
Cubers  [10-20]%  [10-20]%  [30-40]% [20-30]%  [20-30]%  [0-5]% 
Source – Answer to RFI 11, Annex Ascend_- _Annex_RFI#11_Q4_(2022- 05-30) 
(118)  First, as shown in Table 4 above, the Transaction leads to affected markets in 
several Member States with market shares above 50%  in Greece  and Italy, where 
the combined entity would remain market leader after the merger.  The majority of 
customers  who responded to the market investigation consider the possible market s 
 
 
42 of self -contained cubers as not being more competitive than other markets of ice -
making m achines.134  
(119)  Second , even though there appear s to be more competitors on the market for self -
contained cubers than for other types of ice- making machines, the distributors 
usually carry all products of a supplier and manifest concerns on the overall 
portfolio, a s one distributor stated: “ They both [a.n.: the Parties ] cover our needs, I 
can hardly imagine I can find other machines which would fit to our needs ”.135 As 
a result, the strong market position that the combined entity ha s in relation to e.g. 
modular cubers, would also strengthen its position in self -contained cubers in the 
relevant countries.  
(120)  Third, the statements above in paragraphs  (107)  to (111)  remain also relevant for 
self-contained cubers . The majority of market participants that responded in the 
market investigation are not aware of new entrant s of ice- making machines, 
including self -contained cubers, in the last 5 years,136 or do not expect new entries 
in the next 3 years.137 As in modular cubers, Chinese producers are not considered 
as viable alternatives in the ice- making machines markets due to quality and safety 
concerns.138 The market investigation has highlighted the power of branding and 
brand loyalty in these markets and, i n this regard, the combined entity  would be the 
only player having a portfolio of brands covering the top- end to lower -end 
brands.139  
(121)  Fourth, a significant number of distributors describe the difficulty of switching 
suppliers mentioning their customers’ brand loyalty, the after -sales services that 
imply the need to retrain personnel, change the stock of spare parts , and not having 
many alternatives. Also, the distributors usually carry all portfolio of ice -making 
machines of a certain supplier for the above reason and it would be highly unli kely 
to switch  supplier for only one type of ice -making machine.140As one key customer 
stated: “ It is easy to purchase alternative machines but the availability of repair 
and maintenance contractors and spare parts is important. You usually have a slow trans ition from one brand to another over time ”.
141 
(122)  Even though the investigation pointed out that the competitive environment is 
similar across the Member States142 and all the arguments from paragraphs (117)  
to (121)  are valid also at national level, the Commission sets out below the  
asses sments of the competitive situation in each individual Member States: 
(a) In France, the combined entity will hold a market share of [30- 40]%  with an 
increment of [0-5] percentage points (Ali Group [30-40]% , Welbilt [0-5]%). 
The market shares of the other glob al competitors are: Hoshizaki [10- 20]% , 
                                                 
134  Questionnaire to customers of ice- making machines, question A.D.1.  
135  Questionnaire to customers of ice- making machines, question A.D.3.1.  
136  Questionnaire to com petitors of ice -making machines, question A.D.4; Questionnaire to customers of 
ice-making machines, question A.D.4.  
137  Questionnaire to competitors of ice -making machines, question A.D.5; Questionnaire to customers of 
ice-making machines, question A.D.5.  
138  Questionnaire to customers of ice- making machines, question A.D.4.1.  
139  Questionnaire to competitors of ice -making machines, question A.D.7; Questionnaire to customers of 
ice-making machines, question A.D.7.  
140  Questionnaire to customers of ice- making ma chines, question A.D.6.1.  
141  Questionnaire to customers of ice- making machines, question A.D.6.1.  
142  Questionnaire to customers of ice- making machines, question A.D.1.2.  
 
 
43 Brema  [30- 40]% , and ITV [10- 20]% . Also, competitive conditions are 
similar to the ones discussed in paragraphs (117)  to (121)  above, with no new 
entries in the market, difficulty of distributors and other customers to switch 
due to brand loyalty, after -sales services (that imply the need to retrain 
personnel, and changes in the stock of spare parts). However, it is not necessary to conclude whether the Transaction gives rise to serious doubts as the p roposed commitments would remove any competition concerns also in 
France.  
(b) In Germany , the combined entity will hold a market share of [20- 30]%  with 
an increment of [0-5] percentage points  (Ali Group [10- 20]% , Welbilt  
[0-5]%). The market shares of the other  global competitors are: Hoshizaki  
[5-10]% , Brema  [0-5]%, and ITV  [0-5]%. Also, competitive conditions are 
similar to the ones discussed in paragraphs (117)  to (121)  above, with no new 
entries in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the need to retrain 
personnel, and changes in the stock of spare parts). However, it is not 
necessary to conclude whether the Transaction gives rise to serious doubts as 
the proposed commitments would remove any competition concerns also in 
Germany . 
(c) In Greece, the combined entity will hold a high market share of [60- 70]%  
with an increment  of [0-5] percentage points  (Ali Group [60- 70]% , Welbilt 
[0-5]%). The combined entity will still be the market leader , with the other 
global competitors holding market shares significantly smaller than the combined entity  (Hoshizaki  [0-5]%, Brema [20- 30]% , ITV  [0-5]%). Also, the 
competitive conditions are similar to the ones discussed in paragraphs (117)  
to (121)  above, with no new entries in the market, dif ficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to self -contained cubers  with accessories in Gr eece 
the transaction raises serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement.  
(d) In Italy, the combined entity will hold a market share of [50- 60]%  with an 
increment  of [0-5] percentage points  (Ali Group [50-60]% , Welbilt [0-5]%). 
The market shares of the other global competitors are: Hoshizaki  [0-5]%, 
Brema [20-30]% , and ITV  [0-5]%. The other market participants are smaller, 
local companies who do not have the volumes and product coverage that they 
would need to supply key account customers or large distributors. Also, 
competitive conditions are similar to the ones discussed in paragraphs (117)  
to (121)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services ( that 
imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to self -contained cubers  with accessories in Italy the 
Transaction raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(e) In Lithuania, the combined entity will hold a significant  market share of 
[40-50]%; even if the market share is below 50% and it is not in itself 
indicative  of the existence of a dominant market position, the market share is 
still high with a significant increment of [5 -10] percentage points  Ali Group 
[40-50]%, Welbilt  [5-10]% ). The combined entity will still be the market 
leader,  with the remaining  global competitors holding market shares 
 
 
44 significantly smaller than the com bined entity  (Hoshizaki [10-20]%  and 
Brema [20-30]% ). Also, the competitive conditions are similar to the ones 
discussed in paragraphs (117)  to (121)  above, with no new entries in the 
market, difficulty of distributors and other customers to switch due to brand 
loyalty, after -sales services (that imply the need to retrain personnel, and 
changes in the stock of spare parts). On this basis, in relation to self -
contained cubers  with accessories in Lithuania  the Transaction rais es serious 
doubts as to its compatibility with the internal market or the functioning of the EEA Agreement . 
(f) In Malta, the combined entity will hold a moderate market share of [20- 30]%  
with an increment of [0-5] percentage points  (Ali Group [20- 30]% , Welbilt 
[0-5]%). The market shares of the other global compe titors are: Hoshizaki  
[5-10]% , Brema  [50- 60]% , and ITV  [5-10]% . The other market participants 
are smaller, local companies who do not have the volumes and product coverage that they would need to supply key account customers or large distributors. Also, competitive conditions are similar to the ones discussed in 
paragraphs (117)  to (121)  above, with no new entries in the market, difficulty 
of distributors and other customers to switch due to brand loyalty, after -sales 
services (that imp ly the need to retrain personnel, and changes in the stock of 
spare parts). However, it is not necessary to conclude whether the 
Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in Malta.  
(g) In Po land, the combined entity will hold a market share of [20- 30]%  with an 
increment of [0-5] percentage points  (Ali Group [20-30]% , Welbilt [0-5]%). 
The market shares of the other global competitors are: Hoshizaki [10- 20]% , 
Brema  [30- 40]% , and ITV  [5-10]% . The other market participants are 
smaller, local companies who do not have the volumes and product coverage that they would need to supply key account customers or large distributors. Also, competitive conditions are similar to the ones discussed in paragr aphs (117)  to (121)  above, with no new entries in the market, difficulty 
of distributors and other customers to switch due to brand loyalty, after -sales 
services (that imply the need to retrain personnel, and changes in the stock of spare parts). However, it is not necessary to conclude whether  the 
Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in Poland. 
(h) In Sweden, the combined entity will hold a moderate market share of 
[30-40]%  with an increment of [10-20] percentage points  (Ali Group 
[10-20]% , Welbilt [10- 20]% ). The combined entity will be the market leader, 
with the other global competitors having smaller market shares than the combined entity : Hoshizaki [20- 30]% , Brema [20- 30]% , and ITV  [5-10]% . 
The other market participan ts are smaller, local companies who do not have 
the volumes and product coverage that they would need to supply key 
account customers or large distributors. Also, competitive conditions are 
similar to the ones discussed in paragraphs  (117)  to (121)  above, with no new 
entries in the market, dif ficulty of distributors and other customers to switch 
due to brand loyalty, after -sales services (that imply the need to retrain 
personnel, and changes in the stock of spare parts). However, it is not necessary to conclude whether the Transaction gives ris e to serious doubts as 
the proposed commitments would remove any competition concerns also in Sweden.  
 
 
45 (123)  Based on the considerations in paragraphs (117)  to (122)  above and in light of the 
results of the market investigation and of all evidence available to it, the 
Commission concludes  that the Transaction gives rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement with respect to the possible relevant market for self -contained cu bers in Greece, 
Italy and Lithuania . For the markets for self -contained cubers in France, Germany, 
Malta, Poland and Sweden, it is not necessary to conclude on serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement as any concerns would be removed by the proposed commitments.  
5.2.1.6. Nugget ice -making machines  
(124)  Based on the market shares communicated by the Notifying Party, the Transaction 
would give rise to horizontally affected markets for nugget ice -making machines at 
EEA -wide level and in a number of M ember States. Table 5 outlines the Parties ’ 
and their main competitors market shares at EEA -wide level and in all M ember 
States which are national affected markets for nugget ice -making machines . 
(125)  The Transaction is  likely to raise serious doubts in relation to nugget ice -making 
machines for the reasons set out below. 
Table 5 – Parties  and main competitors 2021  market shares for nugget ice- making 
machines  
Country  Product  Welbilt  Ali Group  Combined  Hoshizaki  Brema  
EEA  Nugget ice machines  [5-10]%  [50-60]%  [60-70]%  [10-20]%  [10-20]%  
Austria  Nugget ice machines  [30-40]%  [10-20]%  [40-50]% [30-40]%  [10-20]%  
Bulgaria  Nugget ice machines  [10-20]%  [40-50]% [50-60]%  [20-30]%  [10-20]%  
Denmark  Nugget ice machines  [30-40]%  [20-30]%  [60-70]%  [10-20]%  [5-10]%  
Germany  Nugget ice machines  [40-50]% [10-20]%  [60-70]%  [10-20]%  [0-5]% 
Poland  Nugget ice machines  [0-5]% [40-50]% [40-50]% [5-10]%  [5-10]%  
Spain  Nugget ice machines  [5-10]%  [90-100]% [90-100]% [0-5]% [0-5]% 
Sweden  Nugget ice machines  [10-20]%  [40-50]% [60-70]%  [5-10]%  [0-5]% 
Source – Answer to RFI 11, Annex Ascend_- _Annex_RFI#11_Q4_(2022- 05-30) 
(126)  First, as shown in Table 5 above, the combined entity would hold market shares  
above 50% at the EEA -wide  level and also  in Bulgaria, Denmark, Germany, Spain  
and Sweden. The Transaction would reinforce the leadership position of Ali Group 
by removing a large competitor across the EEA, with the share of next largest 
competitors, Hoshizaki and Br ema, being substantially smaller than the one of the 
combined entity . 
(127)  Second, the statements above in paragraphs  (107)  to (111)  remain valid also for 
nugget ice -making machines. O nly small local players would remain on the market 
besides the global players Hoshizaki and Brema.143 As one competitor stated: 
“Aggregating ALI Ice Group companies and Welbilt/Manitowoc will create a 
                                                 
143  Questionnaire to competitors of ice -making machines, question A.D.3; Questionnaire to customers of 
ice-making machines, question A.D.3.  
 
 
46 dominant position player in the EEC market ”.144 Also , the majority of custo mers 
and of competitors are not aware of new entrant of ice -making machines, including 
nugget ice -making machines, in the last 5 years,145 or do not expect new entries in 
the next 3 years.146 The same as in modular cubers, Chinese producers are not 
considered as viable alternatives in the ice -making machines markets due to quality 
and safety concerns.147 
(128)  Third , the statements from modular cubers regarding the competitive advantage of 
the Parties ’ brands and the distributors’ difficulty to switch suppliers are val id also 
for nugget ice -making machines.148 A significant number of distributors describe 
the difficulty of switching suppliers mentioning their customers’ brand loyalty, the 
after-sales services that imply the need to retrain personnel, change the stock of 
spare parts; and not having many alternatives. Also, the distributors usually carry 
all portfolio of ice -making machines of a certain supplier for the above reason and 
it would be highly unlikely to switch supplier for only one type of ice -making 
machine;149 as one distributor stated: “ Very difficult. New materials , new sizes, new 
technologies, new database, takes a lot of time and efforts to introduce a new 
item”.150 
(129)  Lastly , in light of the fact that the market investigation pointed out that the 
competitive env ironment is similar across the Member States151, all the arguments 
from paragraphs (124)  to (128)  are valid also at national level. In any case, the 
commitments submitted by the Parties  would remedy any competitive concern that 
would arise in relation to nugget ice -making machines. In any event,  the 
Commission sets out below the assessments of the competitive situation in each 
individual Member States: 
(a) In Austria, the combi ned entity will hold a significant  market share of 
[40-50]%; even if the market share is below 50% and it is not in itself 
indicative  of the existence of a dominant market position, the combined 
market share is still high with a significant increment of [10- 20] percentage 
points (Ali Group [30- 40]% , Welbilt [10-20]% ). The combined entity would 
be the market leader with  the remaining global competitors holding market 
shares smaller than the combined entity  (Hoshizaki [30-40]%  and Brema 
[10-20]% ). Also, the  competitive conditions are similar to the ones discussed 
in paragraphs (124)  to (128)  above, with no new entries in the market, 
difficulty of distributors and other customers to switch due to brand loyalty, 
after-sales services (that imply the need to retrain personnel, and changes in 
the stock of spare parts). On this basis, in relation to nugget ice -making 
machines with accessories in Austria the T ransaction raises serious doubts as 
                                                 
144  Questionnaire to competitors of ice -making machines, question A.D.3.1.  
145  Questionnaire to competitors of ice -making machines, question A.D.4; Questionnaire to customers of 
ice-making machines, questi on A.D.4. 
146  Questionnaire to competitors of ice -making machines, question A.D.5; Questionnaire to customers of 
ice-making machines, question A.D.5.  
147  Questionnaire to customers of ice- making machines, question A.D.4.1.  
148  Questionnaire to competitors of ice -making machines, question A.D.7; Questionnaire to customers of 
ice-making machines, question A.D.7.  
149  Questionnaire to customers of ice- making machines, question A.D.6.1.  
150  Questionnaire to customers of ice- making machines, question A.D.6.1.  
151  Questionnaire to customers of ice- making machines, question A.D.1.2.  
 
 
47 to its co mpatibility with the internal market or the functioning of the EEA 
Agreement . 
(b) In Bulgaria , the combined entity will hold a significant market share of 
[50-60]%  with an increment of [10-20] percentage points  (Ali Group 
[40-50]%, Welbilt [10-20]% ). The combi ned entity would be the market 
leader with the remaining global competitors holding market shares smaller 
than the combined entity  (Hoshizaki [20-30]%  and Brema [10- 20]% ). Also,  
the competitive conditions are similar to the ones discussed in 
paragraphs  (124)  to (128)  above, with no new entr ies in the market, difficulty 
of distributors and other customers to switch due to brand loyalty, after -sales 
services (that imply the need to retrain personnel, and changes in the stock of 
spare parts). On this basis, in relation to nugget ice -making mach ines with 
accessories in Bulgaria the T ransaction raises serious doubts as to its 
compatibility with the internal market or the functioning of the EEA 
Agreement . 
(c) In Denmark, the combined entity will hold a high market share of [60- 70]%  
with an increment  of [20-30] percentage points  (Ali Group [20- 30]% , Welbilt 
[30-40]% ). The combined entity would be the market leader with the 
remaining global competitors holding market shares smaller than the combined entity  (Hoshizaki [10-20]%  and Brema [5-10]% ). Also, the  
competitive conditions are similar to the ones discussed in paragraphs (124)  
to (128)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). 
On this basis, in relation to nugget ice -making machines with accessories in 
Denmark the T ransaction raises serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement . 
(d) In Germany, the combined entity will hold a high market share of [60- 70]%  
with an increment of [10-20] percentage points  (Ali Group [10- 20]% , Welbilt 
[40-50]%). The Transaction will lead to a three- to-two situation, with only 
one global competitor, Hoshizaki, remaining on the market with a [10- 20]%  
market share, significantly smaller than the market share of the combined 
entity . The other market participants are smaller, local companies who do not 
have the volumes and product coverage that they would need to supply key 
account customers or large distributors. Also, the competitive conditions are similar to the ones discussed in paragraphs (124)  to (128)  above, with no new 
entries in the market, difficulty of distributors and other customers to switch 
due to brand loyalty, after -sales services (that imply the need to retrain 
personnel, and changes in the stock of spare parts). On this basis, in relation 
to nugget ice -making machines with accessories in Germany the T ransaction 
raises serious doubts as to its compatibility with the internal market or the 
functioning  of the EEA Agreement . 
(e) In Poland, the combined entity will hold a significant market share of 
[40-50]%  with an increment of [0-5] percentage points  (Ali Group [40- 50]% , 
Welbilt [0-5]%). The combined entity would be market leader with the 
remaining global c ompetitors holding market shares smaller than the 
combined entity  (Hoshizaki  [5-10]%  and Brema [5-10]% ). The other market 
participants are smaller, local companies who do not have the volumes and 
product coverage that they would need to supply key account customers or large distributors. Also, the competitive conditions are similar to the ones 
 
 
48 discussed in paragraphs (124)  to (128)  above, with no new entries in the 
market, difficulty of distributors and other customers to switch due to brand 
loyalty, after -sales services (that imply the need to retrain personnel, and 
changes in the stock of spare parts). However, it is not necessary to conclude whether the Transaction gives rise to serious doubts as the proposed commitments would remove any serious doubts  also in Poland. 
(f) In Spain , the combined entity will hold a very high market share of 
[90-100]% with an increment of [5-10] percentage points  (Ali Group 
[90-100]%, Welbilt [5-10]% ). The combined entity will have almost a 
monopoly position, with the only other global competitor  present is Brema 
with [0-5]% market share. Also, the competitive conditions are similar to the 
ones discussed in paragraphs (124)  to (128)  above, with no new entries in the 
market, difficulty of d istributors and other customers to switch due to brand 
loyalty, after -sales services (that imply the need to retrain personnel, and 
changes in the stock of spare parts). On this basis, in relation to nugget ice -
making machines with accessories in Spain the  Transaction raises serious 
doubts as to its compatibility with the internal market or the functioning of 
the EEA Agreement . 
(g) In Sweden, the combined entity will hold a high  market share of [60- 70]%  
with an increment of [10-20] percentage points  (Ali Group [40- 50]% , Welbilt 
[10-20]% ). The combined entity  will still be  the market leader, with the 
remaining global competitors holding market shares smaller than the 
combined entity  (Hoshizaki [10-20]%  and Brema [10- 20]% ). The 
Transaction will lead to a three -to-two situation, with only one global 
competitor, Hoshizaki, remaining on the market with a  [5-10]%  market share, 
significantly smaller than the market share of the combined entity . Also, the 
competitive conditions are similar to the ones discussed in paragr aphs (124)  
to (128)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to nugget ice -making machines with accessories in 
Sweden the T ransaction raises serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement . 
(130)  Based on the considerations in paragraphs (124)  to (129)  above and in light of the 
results of the market investigation and of all evidence available, the Commission concludes that the Transaction gives rise to serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement with respect to the possible relevant market of nugget ice -making machin es at the EEA level and  
in Austria, Bulgaria, Denmark, Germany, Spain and Sweden. In Poland it is not 
necessary to conclude on serious doubts as any concerns would be removed by the proposed commitments.  
5.2.1.7. Flake ice -making machines  
(131)  Based on the market shares communicated by the Notifying Party, the Transaction would give rise to horizontally affected markets for flake ice -making machines in a 
number of M ember States. Table 6  outlines the Parties ’ and their main competitors 
market shares in all M ember States which are national affected markets for flake 
ice-making machines.  
 
 
49 Table 6 – Parties  and main competitors 202 1 market shares for flake ice- making 
machines  
Country  Product  Welbilt  Ali Group  Combined  Hoshizaki   Brema  
EEA  Flake ice 
machines  [5-10]%  [30-40]%  [40-50]% [10-20]%  [10-20]%  
Austria  Flake ice 
machines  [0-5]% [20-30]%  [20-30]% [10-20]%  [10-20]%  
Bulgaria  Flake ice 
machines  [20-30]%  [10-20]%  [30-40]% [30-40]%  [20-30]%  
Estonia  Flake ice 
machines  [5-10]%  [50-60]%  [60-70]% [5-10]%  [5-10]%  
Finland  Flake ice 
machines  [0-5]% [40-50]%  [40-50]% [0-5]% [40-50]%  
France Flake ice 
machines  [0-5]% [40-50]%  [40-50]% [10-20]%  [10-20]%  
Germany  Flake ice 
machines  [10-20]%  [40-50]%  [60-70]% [5-10]%  [0-5]% 
Italy Flake  ice 
machines  [0-5]% [60-70]%  [60-70]% [5-10]%  [20-30]%  
Netherlands  Flake ice 
machines  [0-5]% [20-30]%  [20-30]% [30-40]%  [10-20]%  
Romania  Flake ice 
machines  [0-5]% [30-40]%  [40-50]% [10-20]%  [20-30]%  
Spain  Flake ice 
machines  [5-10]%  [20-30]%  [30-40]% [5-10]%  [10-20]%  
Sweden  Flake ice 
machines  [0-5]% [30-40]%  [30-40]% [10-20]%  [20-30]%  
Source – Answer to RFI 11, Annex Ascend_- _Annex_RFI#11_Q4_(2022- 05-30) 
(132)  First, the Transaction, as shown in Table 6  above, would lead to market shares 
above 50% in Estonia  and Germany.  Even at the EEA -wide level if the market 
share is below 50% and it is not in itself indicative  of the existence of a dominant 
market position, the market share is still high with a significant increment of 
[5-10] percentage points. Mor eover,  the same as in the other types of ice -making 
machines, the T ransaction would reinforce the leadership position of Ali Group by 
removing a large competitor across the EEA, with the shares of next largest competitors, Hoshizaki and Brema, being smalle r than those of the combined entity  
in most M ember States.  In the most of the other nationally affected markets  the 
combined entity  would still be larger than its competitors and the strong market 
position that the Parties  have in relation to e.g. modular cubers, would also 
strengthen its position in flake ice -making machines in the relevant countries.  
(133)  Second, the statements made in paragraphs  (108)  to (111)  above remain valid as 
only small local players would remain on the market besides the global players 
 
 
50 Hosh izaki and Brema.152 Also, the majority of market participants are not aware of 
new entrant s of ice -making machines, including nugget ice -making machines, in 
the last 5 years,153 or do not expect new entries in the next 3 years.154 The same as 
in other types of i ce-making machines, Chinese producers are not considered as 
viable alternatives in the ice -making machines markets due to quality and safety 
concerns.155 Regarding the competitive advantage of the Parties ’ brands and the 
distributors’ difficulty to switch suppliers are valid also for flake ice-making 
machines.156 A significant number of distributors describe the difficulty of 
switching suppliers mentioning their customers’ brand loyalty, the after -sales 
services that imply the need to retrain personnel, change the stock of spare parts , 
and the lack of  alternatives. As one distributor mentions: “ Price conditions without 
history are different. Takes time to organize spare parts stock, training and 
support.”157Also, as mentioned before,  the distributors usually carry all portfolio of 
ice-making machines of a certain supplier and it would be highly unlikely to switch 
supplier for only one type of ice -making machine .158  
(134)  Lastly, even though the investigation pointed out that the competitive environment 
is similar across the Member States159 and while  the arguments  set out in  
paragraphs (131)  to (133)  are valid also at national level, the Commission set s out 
below the assessments of the competitive situation in each individual Member 
State:  
(a) In Austria , the combined entity will hold a moder ate market share of 
[20-30]%  with an increment of [0-5] percentage points (Ali Group [20- 30]% , 
Welbilt [0-5]%). The combined entity would be the market leader , with the 
remaining global competitors holding market shares smaller than the combined entity  (Hoshizaki [10-20]%  and Brema [10- 20]% ). Also, the 
competitive conditions are similar to the ones discussed in paragraphs (131)  
to (133)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the  need to retrain personnel, and changes in the stock of spare parts). 
However, it is not necessary to conclude whether the Transaction gives rise 
to serious doubts as the proposed commitments would remove any 
competition concerns also in Austria. 
(b) In Bulgar ia, the combined entity will hold a moderate market share of 
[30-40]%  with an increment of [10-20] percentage points  (Ali Group 
[10-20]% , Welbilt [20- 30]% ). The market shares of the other  remaining 
global competitors are: Hoshizaki  [30- 40]%  and Brema [20- 30]% . Also, the 
competitive conditions are similar to the ones discussed in paragraphs (131)  
to (133)  above, with no new entries in the market, difficulty of distributors 
                                                 
152  Questionnaire to competitors of ice -making machines, question A.D.3; Questionnaire to customers of 
ice-making machines, question A.D.3.  
153  Questionnaire to competitors of ice -making ma chines, question A.D.4; Questionnaire to customers of 
ice-making machines, question A.D.4.  
154  Questionnaire to competitors of ice -making machines, question A.D.5; Questionnaire to customers of 
ice-making machines, question A.D.5.  
155  Questionnaire to customers of ice- making machines, question A.D.4.1.  
156  Questionnaire to competitors of ice -making machines, question A.D.7; Questionnaire to customers of 
ice-making machines, question A.D.7.  
157  Questionnaire to customers of ice- making machines, question A. D.6.2. 
158  Questionnaire to customers of ice- making machines, question A.D.6.1.  
159  Questionnaire to customers of ice- making machines, question A.D.1.2.  
 
 
51 and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). 
However, it is not necessary to conclude whether the Transaction gives rise to serious doubts as the proposed commitments would remove any competition concerns also in Bulgaria.  
(c) In Estonia, the combined entity will hol d a high market share of [60- 70]%  
with an increment of [5-10] percentage points  (Ali Group [50- 60]% , Welbilt  
[5-10]% ). The combined entity would be  the market leader with the 
remaining global competitors holding market shares significantly smaller than the combined entity  (Hoshizaki  [5-10]%  and Brema [5 -10]% ). Also, the 
competitive conditions are similar to the ones discussed in paragraphs (131)  
to (133)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). On this basis, in relation to flake ice-making machines in Estonia the 
Transaction  raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(d) In Finland, the combined entity will hold a significant market share of 
[40-50]%  with an increment of [0-5] percentage points  (Ali Group [40- 50]% , 
Welbilt [0-5]%). The combined entity would be  the market leader with the 
remaining global competitors being Hoshizaki  [0-5]% and Brema [40- 50]% . 
Also, the competitive conditions are similar to the ones discussed in paragraphs (131)  to (133)  above, with no new entries in the market, difficulty 
of distributors and other customers to switch due to brand loyalty, after -sales 
services (that imply the need to retrain personnel, and changes in the stock of spare parts). However, it is not necessary to conclude whether the Transaction gives rise to serious doubts as the proposed commitments would 
remove any competition concerns also in Finland.  
(e) In France, the combined entity will hold a significant market share of [40-50]%  with an increment of [0-5] percentage points  (Ali Group [40- 50]% , 
Welb ilt [0-5]%). Even if the market share is below 50% and it is not in itself 
the evidence of the existence of a dominant market position, the market share 
is still high with an increment of [0 -5] percentage points (the post -merger 
HHI is [2 500-3000]  and the delta HHI [ 200-300] which show a presumed 
increase in market power). The combined entity would be the market leader 
with the remaining global competitors having smaller market shares than the 
combined entity (Hoshizaki [10- 20]%  and Brema [10- 20]% ). Also, the 
competitive conditions are similar to the ones discussed in paragraphs (131)  
to (133)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and change s in the stock of spare parts). 
On this basis, in relation to flake ice -making machines in France the 
Transaction raises serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement  
(f) In Germany, the combined entity  will hold a high market share of [60- 70]%  
with an increment of [10-20] percentage points  (Ali Group [40- 50]% , Welbilt 
[10-20]% ). The combined entity would be the market leader with the 
remaining global competitors holding market shares significantly smaller than the combined entity  (Hoshizaki  [5-10]%  and Brema [0-5]%). Also, the 
competitive conditions are similar to the ones discussed in paragraphs (131)  
 
 
52 to (133)  above, with no new entries in the market, difficulty of distributors 
and other customers to switch due to brand loyalty, after -sales services (that 
imply the need to retrain personnel, and changes in the stock of spare parts). 
On this basis, in relation to nugget ice -making machines with accessories in 
Germany the T ransaction r aises serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement . 
(g) In Italy, the combined entity will hold a high market share of [60- 70] with an 
increment of [0-5] percentage points  (Ali Group [60-70]% , Welbilt [0-5]%). 
The combined entity would be the market leader with the remaining global 
competitors holding market shares significantly smaller than the combined 
entity  (Hoshizaki  [5-10]%  and Brema [20- 30]% ). Also, the competitive 
conditions are similar to the o nes discussed in paragraphs (131)  to (133)  
above, with no new entries in the market, difficulty of distributors and other customers to switch due to brand loyalty, after -sales services (that imply the 
need to retrain personnel, and changes in the stock of spare parts). However, it is not neces sary to conclude whether the Transaction gives rise to serious 
doubts as the proposed commitments would remove any competition 
concerns also in Italy. 
(h) In the Netherlands , the combined entity will hold a market share of [20- 30]%  
with an increment of [0-5] percentage points  (Ali Group [20- 30]% , Welbilt 
[0-5]%). The market shares of the remaining global are: Hoshizaki [30-40]%  
and Brema [10- 20]% . Also, the competitive conditions are similar to the ones 
discussed in paragraphs (131)  to (133)  above, with no new entries in the 
market, difficulty of d istributors and other customers to switch due to brand 
loyalty, after -sales services (that imply the need to retrain personnel, and 
changes in the stock of spare parts). However, it is not necessary to conclude 
whether the Transaction gives rise to serious  doubts as the proposed 
commitments would remove any competition concerns also in the Netherlands . 
(i) In Romania , the combined entity will hold a market share of [40- 50]%  with 
an increment of [0-5] percentage points  (Ali Group [30- 40]% , Welbilt  
[0-5]%). The combined entity would be the market leader with the remaining 
global competitors having smaller market shares than the combined entity (Hoshizaki [10-20]%  and Brema [20- 30]% ). Also, the competitive conditions 
are similar to the ones discussed in paragr aphs (131)  to (133)  above, with no 
new entries in the market, difficulty of distributors and other customers to 
switch due to brand loyalty, after -sales services (that imply the need to retrain 
personnel, and changes in the stock of spare parts). However, it is not necessary to conclude whether  the Transaction gives rise to serious doubts as 
the proposed commitments would remove any competition concerns also in Romania.  
(j) In Spain, the combined entity will hold a market share of [30- 40]%  with an 
increment of [5-10] percentage points  (Ali Group [20- 30]% , Welbilt  
[5-10]% ). The combined entity would be the market leader with the 
remaining global competitors having smaller market shares than the combined entity (Hoshizaki  [5-10]%  and Brema [10- 20]% ). The other market 
participants are smaller, local companies who do not have the volumes and product coverage that they would need to supply key account customers or large distributors. Also, the competitive conditions are similar to the ones discussed in paragraphs (131)  to (133)  above, with no new entries in the 
 
 
53 market, difficulty of distrib utors and other customers to switch due to brand 
loyalty, after -sales services (that imply the need to retrain personnel, and 
changes in the stock of spare parts). However, it is not necessary to conclude 
whether the Transaction gives rise to serious doubt s as the proposed 
commitments would remove any competition concerns also in Spain.  
(k) In Sweden, the combined entity will hold a moderate market share of 
[30-40]%  with an increment of [0-5] percentage points  (Ali Group [30- 40]% , 
Welbilt [0-5]%). The combined entity would be  the market leader with the 
remaining global competitors being Hoshizaki [10-20]%  and Brema 
[20-30]% . The other market participants are smaller, local companies who do 
not have the volumes and product coverage that they would need to supply 
key account customers or large distributors. Also, the competitive conditions 
are similar to the ones discussed in paragraphs (131)  to (133)  above, with no 
new entries in the market, difficulty of distributors and other customers to 
switch due to brand loyalty, after -sales services (that imply the need to retrain 
personnel, and changes in the stock of spare parts). However, it is not 
necessary to conclude whether the Transaction gives rise to serious doubts as 
the proposed commitments would remove any competition concerns also in 
Sweden.  
(135)  Based the considerations in paragraphs (131)  to (134)  above and in light of the 
results of the market investigation and of all evidence available to it, the 
Commission concludes that the Transaction gives rise to serious doubts as to its compatibility with the internal market or the functioning of the EEA Agreement with respect to the possible relevant market of  flake ice -making  in the EEA and 
also in Estonia , France  and Germany . For the rest of the nationally affected markets 
listed in Table 6  above, it is not necessary to conclude on whether serious doubts 
exist as any concerns would be  removed by the proposed remedy.  
5.2.1.8. Scale ice- making machines  
(136)  Scale ice- making machines are large- sized machines producing large quantities of 
flakes sold to the meat and fish industries and large supermarkets.  
(137)  Based  on the market shares communicated by the N otifying Party, the Transaction 
would give rise to horizontally affected markets  for scale ice- making machines at 
the EEA level and in France as seen in  Table 7 .  
Table 7 - Parties  and main competitors 2021 market shares for scale i ce-making 
machines  
Country  Product  Welbilt  Ali 
Group  Combined  Hoshizaki  Brema  ITV 
EEA  Scale ice 
machines  [0-5]% [10-20]%  [20-30]% [0-5]% [10-20]%  [10-20]%  
France Scale ice 
machines  [0-5]% [30-40]%  [30-40]% [0-5]% [5-10]%  [5-10]%  
Source – Answer to RFI 11, Annex Ascend_- _Annex_RFI#11_Q4_(2022- 05-30) 
(138)  First for scale ice- making machines in France and at the EEA level (EEA: 
[20-30]%  combined market share, France: [30- 40]%  combined market share), the 
combined entity  would be the market leader (even  with small increments of  [0-5]% 
 
 
54 in the EEA and [0-5]% in France) with the other global competitors havin g smaller 
market shares (Brema:  [10- 20]%  EEA market share and  [5-10]%  market share in 
France; ITV: [10-20]%  EEA market share and  [5-10]%  market share in Fran ce), 
with Hoshizaki not being present in scale ice- making machines . The other market 
participants are smaller, local companies who do not have the volumes and product 
coverage that they would need to supply key account customers or large distributors. 
(139)  Seco nd, the market condition described for ice -making machines overall in 
paragraph  (100)  above is valid also for scale ice -making machines, as the maj ority 
of market participants are not aware of new entries of suppliers of ice -making 
machines, including scale ice-making machines, in the last 5 years,
160 or do not 
expect new entries in the next 3 years.161 The same as in other types of ice- making 
machines, Chinese producers are not considered as viable alternatives in the ice-
making machines markets due to quality and safety concerns.162 Also, a  significant 
number of distributors describe the difficulty of switching suppliers mentioning 
their customers’ brand loyalty, the after -sales services that imply the need the need 
to retrain personnel, change the stock of spare parts; and not having many alternatives.
163 Also, as mentioned before, the distributors usually carry all 
portfolio of ice -making machines of a certain supplier and it would be highly 
unlikely to switch supplier for only one type of ice -making machine.164 
(140)  In any event, it is not necessar y to conclude on the existence of serious doubts on 
the possible market for scale ice- making machines at the EEA level and in France 
as any concerns would be removed by the proposed remedy.  
5.2.1.9. Conclusion  
(141)  For the reasons set out above, the Commission conclude s that the proposed 
concentration raises serious doubts as to its compatibility with the internal market 
or the functioning of the EEA Agreement  for (i) overall ice -making machines in 
Cyprus, Greece, Italy, Lithuania and Slovenia; (ii)  modular cubers (with and 
without accessories) in the EEA and in Bulgaria, Cyprus, Czechia , Denmark, 
Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Poland, 
Portugal, Romania, Slovenia and Spain;165 (iii) dispensers in Spain; and storage 
bins in Bulgaria, Croatia, Czechia, Estonia, Finland, Germany, Greece, Hungary, 
Ireland, and Romania ; (iv) self-contained cubers in Greece, Italy and Lithuania; 
(v) nugget ice -making machines in the EEA and in Austria, Bulgaria, Denmark, 
Germany, Spain and Sweden; and (vi ) flake ice- making machines in the EEA, 
Estonia , France and Germany.  
                                                 
160  Questionnaire to competitors of ice -making machines, question A.D.4; Questionnaire to customers of 
ice-making machines, question A.D.4.  
161  Questionnaire to competitors of ice -making machines, question A.D.5; Questionnaire to customers of 
ice-making machines, question A.D.5.  
162  Questionnaire to customers of ice- making machines, question A.D.4.1.  
163  Question naire to competitors of ice -making machines, question A.D.7; Questionnaire to customers of 
ice-making machines, question A.D.7.  
164  Questionnaire to customers of ice- making machines, question A.D.6.1.  
165  Modular cubers without accessories in the EEA, Austri a, Belgium, Bulgaria, Cyprus, Czech ia, 
Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Norway, Poland, 
Portugal, Romania, Slovenia, and Spain.  
 
 
55 (142)  Whether or not the T ransaction raises serious doubts also for (i) overall ice -making 
machines at EEA or in Austria, Bulgaria, Denmark, Estonia, Finland, France, 
Germany, Hungary, Malta, No rway, Poland, Portugal, Romania, Spain and 
Sweden; (ii) modular cubers with accessories in Austria, Belgium, Croatia, the Netherlands, Norway and Sweden;
166 (iii) dispensers in the EEA and Slovenia; and 
storage bins in the EEA, France, Norway, Poland, P ortug al, Spain and Sweden; 
(iv) self -contained cubers in France, Germany, Malta, Poland and Sweden; 
(v) nugget ice -making machines in Poland; (v i) flake ice- making machines in 
Austria, Bulgaria, Finland, Italy, the Netherlands, Romania, Spain and Sweden; or 
(vii) scale ice- making machines in France and at the EEA level, can be left open as 
the proposed remedy would remove any concerns in such markets. At any rate, the 
scope of the remedy would be the same regardless of the exact product or 
geographic market defi nition used.  
5.2.2. Speed ovens  
(143)  The EEA market of speed ovens is still at a relatively early stage of development, 
due to the more limited consumption of quick service food products  in continental 
Europe compared to the United States or the United Kingdom.167 None theless this 
market has been growing in recent years, also thanks to the increase in home -
delivery sales brought about by the COVID pandemic. This growth trend is 
expected to continue in coming years, supported by the further development of the 
quick servi ce food industry throughout Europe. For instance, some market 
participants explained that  waiting times for the recharging of electric cars may  
increase the demand of quick service food at charging stations, and speed ovens are well-positioned to serve thi s emerging market segment.
168 
(144)  Welbilt (brand MerryChef) is generally considered to be the leader in this sector, as it was one of the first companies to enter the market and was able to develop its business thanks to its well -established relationships with k ey accounts. Middleby , 
AtollSpeed, and Ali Group (brands XpressChef and Lainox Oracle) are generally seen as Welbilt’s main contenders in this segment. Other suppliers are also present (such as Panasonic, Unox, and Pratica), but their market positions are considerably 
smaller.  
(145)  The Transaction will therefore result in the combination of two of the major speed 
ovens suppliers currently active in the EEA . The horizontal effects of this 
combination – both at the EEA level and, alternatively, at the national lev el – are 
assessed below.  
5.2.2.1. The Notifying Party’s views  
(146)  The Notifying Party argued that the Parties  rarely compete head -to-head in the 
market of speed ovens, and Ali Group’s sales in this segment are consistently small 
across the EEA.  [Parties’ market presence ]. A long tail of manufacturers supply 
speed ovens to the distribution channel in Europe, offering products  with similar 
                                                 
166  Modular cubers without accessories in Croatia, Luxembourg, the Netherlands, and S weden.  
167  Non-confidential Minutes of a call with a competitor from 09.12.2021, 10.30 –  11.30 (CET).  
168  Non-confidential Minutes of a call with a customer from 11.02.2022, 13.00 –  14.00 (CET).  
 
 
56 specifications.  The EEA market of speed ovens also has seen a number of entrants 
in recent years.169 
5.2.2.2. The Commission’s assessment (EEA market)  
(147)  At the EEA level, according to the Notifying Party’s estimates, the Parties  will 
have a combined share of [40- 50]%  with an increment of  [5-10] percentage points  
compared to the pre -merger scenario.170 The combined entity’s market position 
would there fore be twice as large as each of the two next largest supplier s, 
Atollspeed  ([20-30]% ) and Middleby  ([10-20]% ). 
Table 8 – Suppliers’ market shares in the speed oven market – Notifying Party’s 
estimates (EEA, 2021)  
 Sales (EUR 
million)  Market share  
Welbilt  […] [30-40]%  
Ali Group  […] [5-10]%  
Combined  […] [40-50]%  
Atollspeed  […] [20-30]%  
Middleby  […] [10-20]%  
Unox  […] [5-10]%  
Panasonic  […] [0-5]% 
Pratica  […] [0-5]% 
Others  […] [5-10]%  
Total  […] 100%  
 
(148)  The Commission conducted a market reconstruction exercise to confirm the 
Notifying Party’s market share estimates. This analysis was based on actual sales data submitted to the Commission by several speed oven suppliers, covering more than 90% of the overall market sales .
171 
(149)  The market reconstruction exercise showed that the Parties ’ combined share in the 
EEA market of speed ovens is significantly higher than initially estimated by the Notifying Party, amounting to about  [60-70]%  in 2021 (with an increment of about  
[5-10] percentage points  compared to the pre -merger scenario).  
                                                 
169  Form CO, page 97 ff.  
170  Market share estimates for speed ovens shown in this decision do not include accelerated panini 
presses and fast ovens.  
171  When it was not possible to obtain actual sales data from a given company, the Commission relied on the sales estimates provided by the Notifying Party for that company.  
 
 
57 Table 9 – Suppliers’ market shares in the speed oven market (EEA, 2021)  
 Sales (EUR 
million)  Market share  
Welbilt  […] [50-60]%  
Ali Group  […] [5-10]%  
Combined  […] [60-70]%  
Others  […] [30-40]%  
Total  […] 100%  
 
(150)  This analysis is further corroborated by internal documents submitted by the 
Notifying Party, suggesting combined shares of at least [50- 60]%  for the Parties ’ 
speed ovens sales in the EMEA region.172 
(151)  According to well -established case law, such very large market shares may in 
themselves be evidence of the existence of a dominant market position.173 
Nonetheless, in light of the overall outcomes of its investigation, the Commission concluded that the Transaction does not raise serious doubts as to its compatibility with the internal market and the functioning of the EEA Agreement . This 
conclusion is based on the following considerations. 
(152)  First, the Parties ’ combined market shares, as reported in Table 9 above, may not 
accurately reflect their actual market power in the su pply of speed ovens in the 
EEA.  According to market participants, Welbilt’ s considerable market shares are at 
least in part due to a first -mover advantage, and are likely to decrease as the market 
continues  to mature and to attract new competitors in the coming years.
174 
(153)  Moreover, the market of speed ovens is characterized by larg e and lumpy orders by 
large distributors and key account customers. In particular, large quick service 
chains may acquire large volumes of speed ovens in a short period of time to 
furnish their several outlets, and then make no additional purchases for several 
years. This means that, as also confirmed during the market reconstruction 
exercise, suppliers’ market shares are volatile and may vary significantly 
depending on the purchasing choices of few customers. 
(154)  Finally , the market shares reported above do not include products such as 
accelerated panini presses  or fast ovens. While a majority of market respondents 
indicated  that these products are not in competition with speed ovens, a non-
negligible share of respondents  believe that they are a viable alternat ive at least for 
a sub -set of applications and end uses.175 These products are therefore likely to 
                                                 
172  Internal documents Doc Id 645- 110, page 3; Doc Id 681- 30, page 11.  
173  Guidelines on the assessment of horizontal mergers, para. 17, as well as Case T -221/95, Endemol v 
Commission, [1999] ECR II -1299, paragraph 134, and Case T -102/96, Gencor v Commission, [1999] 
ECR II -753, paragraph 205.  
174  Non-confidential Minutes of a call with a customer from 11.02.2022, 13.00 –  14.00 (CET).  
175  Questionnaire on speed ovens (distributors), question B.A.7; Questionnaire on speed ovens (end 
customers), question B.A.7; Questionnaire on speed ovens (competitors), question B.A.8. See also 
Non-confidential Minutes of a call with a competitor from 25.01. 2022, 15.30 –  16.30 (CET).  
 
 
58 exert at least some competitive pressure in the market of speed ovens in relation to 
certain customer segments .  
(155)  Second, Welbilt and Ali Group are not the closest competitors. Instead the U.S. 
company  Middleby , who pioneered the development of rapid cooking equipment  in 
the 90s, is seen as Welbilt’s main competitor . Ali Group market position is not 
comparable, due to its relatively recent entry, lower shares, limited distribution 
network and less aggressive pricing policy.176 And although Welbilt’s and Ali 
Group’s speed ovens portfolios are generally considered to be similar,177 the Parties  
are at least in part active in different sales channels . While direct sales  to key 
accounts account for c. […] % of Welbilt’s EEA sales of speed ovens, Ali Group 
only makes […]  sales in that  channel.178 
(156)  Third , several alternative suppliers of speed ovens have a well -established market 
position in the EEA. In particular,  the European company AtollSpeed has been 
selling speed ovens manufactured in China for one decade and has won 
considerable market shares throughout Europe. Panasonic, a large Japanese  
conglomerate, also supplies speed ovens in the European market. New suppliers have also entered the EEA market for speed ovens from different product segments 
or geographic areas. For instance, Unox launched its first speed oven in 2020 and since then it  was able to achieve a significant increase in sales across Europe.
179 
Pratica, a Brazil ian supplier of speed ovens, also e ntered the European market 
four years ago and expanded its presence in different EEA countries.180 
(157)  The outcomes of the market investigation  confirmed that the market of speed ovens 
will remain competitive post- Transaction. A large majority of respondents to the 
market investigation believe  that the Parties  will continue to face sufficient 
competition from other credible suppliers of speed ovens. In particular, among the 
Parties ’ current customers, a large majority of respondents indicated  that they 
already bought speed ovens from Middleby, Atollspeed, Unox, Panasonic, Pratica, 
and Altoshaam in the past, or that they consider these suppliers to be viable alternative for future purchases.
181 
(158)  Fourth, barriers to entry in the marke t of speed ovens are sufficiently low . The 
underlying technologies (microwave, convection) are mature and widely available.
182 Trade barriers for imports from outside the EEA  are limited,183 as 
demonstrated by the fact that most speed ovens sold in the EEA are manufactured outside Europe. T he EEA  market is still at an early stage of development and the 
further growth of this sector  is expected to provide attractive entry opportunities for 
                                                 
176  Non-confidential Minutes of a call with a competitor from 09.12.2021, 10.30 – 11.30 (CET); Non -
confidential Minutes of a call with a customer from 14.01.2022, 11.00 –  12.00 (CET).  
177  Questionnaire on speed ovens (distributors) , question D.B.1; Questionnaire on speed ovens (end 
customers), question D.B.1; Questionnaire on speed ovens (competitors), question D.B.1.  
178  Form CO, Annexes 51 and 52.  
179  Non-confidential Minutes of a call with a competitor from 18.03.2022, 16.30 –  17.30 (CET).  
180  Non-confidential Minutes of a call with a competitor from 04.03.2022, 17.00 –  18.00 (CET).  
181  Questionnaire on speed ovens (distributors and end customers), question D.C.1.  
182  Non-confidential Minutes of a call with a customer from 11.02.2022, 13.00 – 14.00 (CET); Non -
confidential Minutes of a call with a customer from 14.01.2022, 11.00 –  12.00 (CET).  
183  Non-confidential Minutes of a call with a competitor from 04.03.2022, 17.00 –  18.00 (CET).  
 
 
59 new suppliers in the coming years.184 In particular, Asian companies and suppliers 
of convection or microwave ovens are mentioned as potential entrants.185 
(159)  Fifth , customers are generally able to easily switch to alternative suppliers of speed 
ovens. The large maj ority of customers having responded to the market 
investigation (in both sub- groups of end customers and distributors) confirmed that 
they would be able to switch to a different brand of speed ovens with no or limited 
costs or other obstacles. S witching co sts would mainly be limited to the testing of 
the new p roducts, the retraining of the customer’s  workforce, and the translation 
and update of marketing and service documentation.186  
5.2.2.3. The Commission’s assessment (national markets)  
(160)  When assessed on the basis of national geographic markets, the Transaction would 
give rise to 21 affected markets according to the Notifying Party’s estimates.187 
Table 10 – Top suppliers’ market shares in the speed oven market – Notifying Party’s 
estimates (national level, 2021)  
Country  Market 
size (EUR 
million)  Welbilt’s 
share  Ali 
Group’s 
share  Combined 
share  AtollSpeed’s share  Middleby’s share  
Austria  [...]  [40-50]%  [0-5]% [40-50]%  [30-40]%  [5-10]%  
Belgium  [...]  [30-40]%  [10-20]%  [50-60]%  [10-20]%  [20-30]%  
Cyprus  [...]  [10-20]%  [5-10]%  [20-30]%  [20-30]%  [20-30]%  
Czechia  [...]  [20-30]%  [5-10]%  [30-40]%  [20-30]%  [20-30]%  
Denmark  [...]  [40-50]%  [5-10]%  [50-60]%  [5-10]%  [10-20]%  
Estonia  [...]  [50-60]%  [0-5]% [50-60]%  [5-10]%  [10-20]%  
Finland  [...]  [30-40]%  [10-20]%  [40-50]%  [20-30]%  [10-20]%  
France  [...]  [50-60]%  [10-20]%  [60-70]%  [10-20]%  [10-20]%  
Germany  [...]  [30-40]%  [0-5]% [30-40]%  [30-40]%  [10-20]%  
Greece  [...] [0-5]% [10-20]%  [20-30]%  [30-40]%  [30-40]%  
Hungary  [...]  [30-40]%  [0-5]% [30-40]%  [20-30]%  [20-30]%  
Ireland  [...]  [60-70]%  [10-20]%  [80-90]% [0-5]% [10-20]%  
Italy [...]  [20-30]%  [10-20]%  [30-40]%  [0-5]% [0-5]% 
Lithuania  [...]  [30-40]%  [40-50]%  [80-90]% [5-10]%  [0-5]% 
                                                 
184  Non-confidential Minutes of a call with a customer from 11.02.2022, 13.00 –  14.00 (CET); Non -
confidential Minutes of a call with a customer from 01.02.2022, 09.30 –  10.30 (CET).  
185  Non-confidential Minutes of a call with a customer from 11.02.2022, 13.00 –  14.00 (CET); Non -
confidential Minutes of a call with a customer from 01.02.2022, 09.30 –  10.30 (CET).  
186  Questionnaire on speed ovens (distributors and end customers), question D.C.2.  
187  The Commission was not able to obtain reliable data on market shares at the national l evel in the 
context of the market reconstruction exercise conducted in pre- notification. However, in light of the 
outcomes of this exercise at the EEA level, the Notifying Party likely underestimated the Parties’ 
combined shares in a number of countries.  
 
 
60 Country  Market 
size (EUR 
million)  Welbilt’s 
share  Ali 
Group’s 
share  Combined 
share  AtollSpeed’s share  Middleby’s share  
Netherlands  [...]  [40-50]%  [0-5]% [40-50]%  [10-20]%  [10-20]%  
Norway  [...] [20-30]%  [0-5]% [30-40]%  [10-20]%  [10-20]%  
Poland  [...]  [40-50]%  [0-5]% [40-50]%  [20-30]%  [20-30]%  
Portugal  [...]  [30-40]%  [0-5]% [30-40]%  [10-20]%  [10-20]%  
Spain  [...]  [30-40]%  [0-5]% [40-50]%  [10-20]%  [30-40]%  
 
(161)  The Parties  have considerable combined shares in a number of EEA countries . 
However the Commission considers that , given  the competitive pressure exerted 
from alternative suppliers active in other countries as well as the customers’ ability 
to switch sizeable sales volumes in favour  of those alternative suppliers , the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market or the functioning of the EEA Agreement . 
(162)  First, the market investigation confirmed that suppliers of speed ovens can easily 
sell across borders and expand  into new national markets. Suppliers having 
responded to the market investigation unanimously confirmed that they are able to sell speed ovens in all EEA countries , and that they can easily expand sales from 
one country to the other.
188 Similarly, distributors across the EEA unanimously 
confirmed that they can procure speed ovens from suppliers irrespective of their location .
189 Speed ovens have the same technical features across the EEA190 and 
suppliers generally apply  similar prices in different countries.191 New entrants 
explained that they were able to enter and  expand in new EEA countries in a short 
timeframe.192 And the Commission found evidence of considerable cross -border 
sales of speed ovens, particularly in small countries.193 Therefore, e ven in national 
markets where the combined entity has high shares , alternative suppliers will still 
be able to enter the country and expand their presence . 
(163)  Second , suppliers’ diverging shares at the national level are often explained  by the 
relative market power of their respective local customers . This is because the 
demand for speed ovens at the national level is often concentrated among few large 
distributors , who often control  large portions of the market even in the largest 
count ries. These customers can easily switch to a different brand of  speed ovens, 
thereby shifting  sizeable shares of sales to a different supplier .194 In fact, a majority 
                                                 
188  Questionnaire on speed ovens (competitors), questions C.1 and D.D.4.  
189  Questionnaire on speed ovens (competitors), questions C.1 and D.D.4.  
190  Non-confidential Minutes of a call with a customer from 06.12.2022, 16.30 –  17.30 (CET).  
191  Questionnaire on s peed ovens (competitors), questions C.2.  
192  Non-confidential Minutes of a call with a competitor from 18.03.2022, 16.30 – 17.30 (CET); Non -
confidential Minutes of a call with a competitor from 04.03.2022, 17.00 – 18.00 (CET).  
193  Form CO, Annex 45.  
194  The a nalysis of market shares at the national level shows that these can be significantly impacted by 
the purchasing patterns of few or individual customers. For instance, the decrease in Ali Group’s 
market share in Belgium from [40 -50]%  in 2018 to [20 -30]% the  following year is largely due to 
[Party’s market presence] . Conversely, the increase in Ali Group’s market share in Denmark from [0 -
5]% in 2019 to [10 -20]% the following year was solely due to [Party’s market presence ]. See Form 
CO, Annex 45.1.  
 
 
61 of end customers having responded to the market investigation (excluding the 
larger key accounts)  indicated that they normally  buy the speed ovens off ered by 
their usual distributor  or dealer, irrespective of the speed oven  brand.195 And some 
of the Parties ’ distributors are confident that they would maintain their customer 
base if they had to swi tch to an alternative supplier  of speed ovens.196 Others 
explained that they would be able to support a new supplier in establishing the 
necessary local presence in their country, provided that the quality of its products meets the customer’s requirements.
197 
(164)  The analysis of each national affected market confirms that the Transaction does not raise serious doubts as to its compatibility with the internal market and the functioning of the EEA Agreement  in relation to  speed ovens.  
(a) In Belgium, the Parties have a combined market share of [50- 60]% . 
Nonetheless, the combined entity will continue to compete against alternative suppliers with significant market shares in the local market, including Middleby ( [20-30]% ) and AtollSpeed ( [10-20]% ). Unox also entered this 
market a couple of years ago and since then achieved a market share of circa [0 -5]%. The availability of sufficient alternative suppliers was also 
confirmed by the majority of respondents to the market investigation located in Belgium. None of those respondents indicated that the Transaction may have a negative impact on the market of speed ovens.
198 
(b) In Cyprus, the Parties have  a combined share of [20-30]% , less than the 
current market leader Middleby ( [20-30]% ). The combined entity will also 
continue to compete against other major suppliers having established robust 
market positions in the country, including AtollSpeed ( [20-30]% ) and the 
new entrant Unox ( [20-30]% ). 
(c) In Czechia, the Parties have a combined share of [30- 40]% . Given Ali 
Group’s limited presence in this country, the Transaction will only result in a 
limited increment of Welbilt’s market share ( [5-10] percentage points). The 
combined entity will continue to compete against other major suppliers 
having established robust market positions in the coun try, including 
AtollSpeed  ([20-30]% ) and Middleby ( [20-30]% ). Unox also entered this in 
2021 and already achieved a market share of  [0-5]%. In particular, one of 
Welbilt’s main customers (accounting for more than 30% of Welbilt’s speed 
oven sales in the co untry) indicated Middleby and Altoshaam as viable 
suppliers for future purchases of speed ovens.199 
(d) In Denmark, the Parties have a combined share of [50- 60]% . Given Ali 
Group’s limited presence in this country , the Transaction will only result in a 
small inc rement of Welbilt’s market share ( [5-10] percentage points). The 
combined entity will continue to compete against other major suppliers having established robust market positions in the country, including Middleby ( [10-20]% ) and AtollSpeed ( [5-10]% ). The new entrant Unox was 
also able to achieve a market share of [10- 20]%  in just two years since its 
launch on the Danish market. Moreover, one of Welbilt’s distributors 
                                                 
195  Questio nnaire on speed ovens (distributors and end customer), question D.B.2.  
196  Non-confidential Minutes of a call with a customer from 09.03.2022, 11.00 –  12.00 (CET).  
197  Non-confidential Minutes of a call with a customer from 28.02.2022, 11.30 –  12.30 (CET).  
198  Questionnaire on speed ovens (distributors), questions D.B.2 and E.2.  
199  Questionnaire on speed ovens (distributors), questions D.C.1.  
 
 
62 (accounting for the […]  of Welbilt’s speed ovens sales in the country) 
explained that the T ransaction will not have a negative impact on the Danish 
market because the availability of several alternative suppliers will ensure 
competitive prices.200 
(e) In Finland, the Parties have a combined share of [40- 50]% . The combined 
entity will continue to compe te against other major suppliers having 
established robust market positions in the country, including AtollSpeed ([20-30]% ), Middleby ( [10-20]% ), and Panasonic ( [10-20]% ). Pratica and 
Unox also entered this market a couple of years ago and since then a chieved 
a market share of circa [5 -10]%  each. Welbilt’s main customer in the country 
(accounting for more than […]  of Welbit’s local sales) does not expect any 
negative impact from the Transaction.  This costumer also explained that it 
would be able to switch t o a different supplier of speed ovens (particularly 
AtollSpeed or Middleby) in case the combined entity increased prices post -
Transaction.
201 
(f) In France, the Parties have a combined market share of [60- 70]% . However, 
this mostly seems to reflect the market po sition of their downstream 
customers. In particular, […] sales of Welbilt speed ovens in France are made 
to […].202 This company is a large and sophisticated distributor dealing with 
a broad range of kitchen equipment and having established commercial relationships with other suppliers of speed ovens, such as Middleby. During the market investigation, the company indic ated that it does not expect the 
Transaction to have a negative impact on the market of speed ovens and explained that it would be able to switch to an alternative supplier in case of significant increase in prices post -Transaction.
203 Also Ali Group’s local  
customers having responded to the market investigation confirmed that the 
Parties will face sufficient competition from other credible suppliers of speed 
ovens post -Transaction.204 Indeed, other major suppliers have established 
robust market positions in the country, including AtollSpeed ( [10-20]% ), 
Middleby ( [10-20]% ), and Panasonic ( [5-10]% ). Also, new entrants Unox 
and Pratica were both able to successfully enter the French market of speed ovens in recent years.
205 
(g) In Greece, the Parties have a combined share of [20-30]% , less than the 
current market leaders Middleby ( [30-40]% ) and AtollSpeed ( [30-40]% ). The 
combined entity will also continue to compete against other major suppliers having established robust market positions in the country, including the new  
entrant Unox ( [5-10]% ) and Panasonic ( [0-5]%). 
(h) In Ireland, the Parties  have a combined share of [80- 90]%. However this high 
share is mainly due to [Party’s market presence]  in the country in 2021. 
These additional sales were mostly generated by [ market co nditions ]. (Ali 
Group instead, as mentioned above, does not compete for sales to […]  in the 
                                                 
200  Non-confidential Minutes of a call with a customer from 01.02.2022, 09.30 –  10.30 (CET).  
201  Non-confidential Minutes  of a call with a customer from 09.03.2022, 11.00 –  12.00 (CET).  
202  Form CO, Annex 48.  
203  Non-confidential M inutes of a call with a customer from 14.01.2022, 11.00 –  12.00 (CET).  
204  Questionnaires on speed ovens (distributors and end customer), question D. B.2. 
205  Non-confidential Minutes of a call with a competitor from 18.03.2022, 16.30 – 17.30 (CET); Non -
confidential Minutes of a call with a competitor from 04.03.2022, 17.00 – 18.00 (CET).  
 
 
63 EEA.206) This high market shares are unlikely to be permanent because, 
given the small size of the Irish market (circa […]  in 2021), orders from just 
one or few customers may shift significant sales volumes to another supplier. 
Indeed, as recently as 2020, the Parties’ combined share was [50- 60]% . In 
Ireland, the combined entity will continue to compete against Middleby, which is Welbilt’s historical competitor in the country and used to be the market leader there until a few years ago. Panasonic is also present in the country, supplying speed oves to large chain customers including Caffè Nero. Atollspeed is also present while Unox is making efforts to enter this market .
207 During the market investigation, a majority of market respondents 
located in Ireland indicated that Middleby, Atollspeed, Unox, Panasonic, Pratica, Techfood, Maestrowave could be viable alternative suppliers for their future purchases of speed ovens. A majority of those local respondents also believe that the Transaction will have no impact (or even a positive impact) on competition in the market of speed ovens.
208 
(i) In Italy, the Parties have  a combined market share of [30- 40]% . The 
combined entity will con tinue to compete against well- established local 
suppliers, including TechFood ( [20-30]% ) and the new entrant Unox 
([20-30]% ). Given the widespread consumption of paninis in the Italian quick 
service restaurants, Electrolux’s accelerated panini presses – whose sales 
exceed the total sales of speed ovens in this country – may also be a viable 
alternative for a significant portion of customers. None of the market respondents located in Italy indicated that the Transaction may have a 
negative impact on the ma rket of speed ovens, while some noted that it may 
actually facilitate the introduction of these relatively new products in the European markets.
209 
(j) In Lithuania , the Parties  have  a combined market share of [80- 90]% in 2021. 
However this high share is mainly due to [ Party’s market presence]  in the 
country in 2021, as a result of the [ Party’s market presence] .210 This high 
market shares are unlikely to be permanent because, given the very small size of the Lithuanian market (less than […]  in 2021), orders from just one or few 
customers  may shift significant sales volumes to another supplier . Indeed, as 
recently as 2020, the Parties’  combined share in Lithuania  was just [20-30]% . 
In this national market, the combined entity  will continue to compete against 
other major suppliers having an established track record in the country, such 
as Middleby and AtollSpeed (both having achieved market shares of [20-30]%  each in 2020). Pratica and Unox are also reported to have entered 
the market in recent years. Given absence of meaningful cross border sales, 
the Lithuanian market is also accessible to local distributors active in neighbouring countries.
211 Moreover, Welbilt’s main customer in the country 
(accounting for half of Welbit’s loc al sales) does not expect any negative 
impact from the Transaction.  This costumer also explained that it would be 
able to switch to a different supplier of speed ovens (particularly AtollSpeed 
                                                 
206  Parties response to RFI 12.  
207  Non-confidential Minutes of a call with a customer from 16.02.2022, 12.30 –  13.30 (CET).  
208  Questionnaires on speed ovens (distributors and end customer), question E.2.  
209  Questionnaire on speed ovens (distributors), questions D.B.2 and E.2.  
210  Parties’ response to RFI 12.  
211  Non-confide ntial Minutes of a call with a customer from 09.03.2022, 11.00 –  12.00 (CET).  
 
 
64 or Middleby) in case the combined entity  increased prices post -
Transaction.212 
(k) In Spain, the Parties  have a combined share of [40- 50]% . Given Ali Group’s 
limited presence in this country, the Transaction will only result in a small 
increment of Welbilt’s market share ( [0-5] percentage points ). The combined 
entity  will c ontinue to compete against other major suppliers having 
established robust market positions in the country, including Middleby ([30-40]% ) and AtollSpeed ( [10-20]% ). Unox also entered this market a 
couple of years ago and since then achieved a market share of circa [5-10]% . 
Market respondents located in Spain unanimously confirmed that the combined entity  will continue to face sufficient competition post -
Transaction. None of those respondents indicated that the Transaction may have a negative impact on the m arket of speed ovens.
213 
(l) In Austria, Estonia, Germany, Hungary, the Netherlands, Norway, Poland and Portugal , Ali Group only makes  very limited sales of speed ovens (not 
exceeding [0-5]% of total sales in 2021). Given the minimal overlap between 
the Parties ’ activities, the Transaction will not have an appreciable impact on 
competition in these countries. 
5.2.2.4. Conclusion  
(165)  For the reasons set out above, the Commission has come to the conclusion that the proposed concentration does not raise serious doubts as to its  compatibility with the 
internal  market and the functioning of the EEA Agreement in relation to the 
markets for speed ovens.  
5.2.3. Other products  
(166)  The market for ovens  overall  in France has an increment of the  HHI resulting from 
the concentration below 150 ( [50-150]) and the Parties  have a combined market 
share below 50% ( [20-30]% ). Therefore, the market for ovens in France satisfies 
the conditions set out in point 6 of the Commission Notice on a simplified procedure for treatment of certain concentrations u nder Council Regulation (EC) 
No 139/2004 (the ‘Simplified Notice’). For the reasons set out in the Simplified 
Notice, the Transaction is unlikely to raise competition concerns in relation to this market, which will therefore not be assessed further.  
(167)  The market for coffee machines in Sweden has a n increment of the  HHI resulting 
from the concentration below 150 ( [0-50]) and the Parties  have a combined market 
share below 50% ( [20-30]%). Therefore, the markets  for coffee machines in 
Sweden satisfies the conditions set out in point 6 of the Simplified Notice. For the reasons set out in the Simplified Notice, the Transaction is unlikely to raise 
competition concerns in relation to this market, which will therefore not be 
assessed further.  
(168)  For the possible market of combi –ovens in Bulgaria, the combined entity would 
have a low market share of [20- 30]%  in 2021, with Ali Group having a [10- 20]%  
market share and Welbilt a [5-10]%  market share. A healthy number of viable 
                                                 
212  Non-confidential Minutes of a call with a customer from 09.03.2022, 11.00 –  12.00 (CET).  
213  Questionnaire on speed ovens (distributors), questions D.B.2 and E.2.  
 
 
65 competito rs would remain to supply combi -ovens in Bul garia: Rational ( [40-50]% ), 
Unox ( [10-20]% ), Retigo ( [5-10]% ), Electrolux ( [5-10]% ), ITW ( [0-5]%), 
Middleby ( [0-5]%).214 Moreover, the majority of market participants do not expect 
any negative impact of the Transaction  regarding also combi -ovens with respec t to 
price, quality or other factors.215 In conclusion, on the basis of the results of the 
market investigation and the information provided by the Notifying Party, the 
Commission considers that the operation does not raise serious doubts as to its 
compatibi lity with the internal market as regards the market for the supply of 
combi -ovens in Bulgaria.  
(169)  For the possible market of conveyor ovens in France, the combined entity would 
have a low market share of [20- 30]%  in 2021, with Ali Group having a  [5-10]%  
market share and Welbilt a [10- 20]%  market share. A healthy number of viable 
competitors wo uld remain to supply combi -ovens in Bulgaria: Middle by 
([50-60]% ). Moretti ( [5-10]% ), Zanolli  ([5-10]% ), XLT ( [5-10]% ) and other like 
Italforni, Prismafood, Tornati, Pizzagroup, each with a market share of  [0-5]%.216 
Moreover, the majority of market participants do not expect any negative impact of 
the Transaction  regarding also combi -ovens with respect to price, quality or other 
factors.217 In conclusion, on the basis of the results of the market investigation and 
the information provided by the Notifying Party, the Commission considers that the 
operation does not raise serious doubts as to its compatibility with the internal market as regards the market for the supply of conveyor ovens in France.  
(170)  For the reasons set out above, the Commission has come to the conclusion that the proposed concentration does not raise serious doubts as to its compatibility with the internal market in relation to the possible markets for ovens overall in France,  
coffee machines  in Sweden, combi -ovens in  Bulgaria and conveyor ovens 
in France .  
5.3. Vertical effects  
(171)  Based on the market shares communicated by the Notifying Party, the Transaction would give rise to a vertical relationsh ip between the upstream activities of the 
Parties  in the manufacture and wholesale supply of speed ovens  and Ali Group’s 
downstream activity in the distribution of professional kitchen equipment products. 
5.3.1. The Notifying Party’s view  
(172)  The Notifying Party subm its that no vertical concerns could arise from the 
Transaction as the Parties  would have no ability or incentive to foreclose upstream 
or downstream competitors. First, Ali Group was already vertically integrated prior to the Transaction and [ Party’s comme rcial strategy ]. Ali Group would not have the 
ability or incentive to discontinue the current products due to small market share it 
has in most countries (with the exception of Finland) and to the fact that they would risk losing their customers by trying to force on them products that they are 
                                                 
214  Form CO –  Annex _17_(2022 -05-04). 
215  Questionnaire to competitors of ice -making machines, question A.E.3; Questionnaire to customers of 
ice-making machines, question A.E.3.  
216  Form CO –  Annex _17_(2022 -05-04). 
217  Questionnaire to competitors of ice -making machines, question A.E.3; Questionnaire to customers of 
ice-making machines, question A.E.3.  
 
 
66 not familiar with or that they don’t request. Also, the Parties  face strong 
competition in the professional kitchen equipment supply and the manufacturers 
have many choices to access the customers.218 
5.3.2. Affected markets due to the Parties  upstream activities in speed ovens  
(173)  As per Table 11 below, the Parties ’ activities give rise to vertically affected 
markets in between the Parties ’ upstream manufacturing and wholesale supply of 
speed ovens and Ali Group’s downstream acti vity in the distribution of 
professional kitchen equipment at the EEA level and in a number of Member States.  
Table 11 – Vertically affected markets due to the upstream market shares in speed 
ovens  in 2021  
Country  Upstream  
Speed ovens  
Combined market share %  Downstream  
Distribution of professional 
kitchen equipment, market 
share %  
EEA  [60-70]%  [0-5]% 
Norway  [30-40]%  [5-10]%  
Lithuania  [80-90]% [10-20]%  
Estonia  [50-60]%  [10-20]%  
France  [60-70]%  [0-5]% 
Belgium  [50-60]%  [0-5]% 
Netherlands  [40-50]%  [0-5]% 
Italy  [30-40]%  [0-5]% 
Austria  [40-50]%  [0-5]% 
Cyprus  [20-30]%  [0-5]% 
Czech ia [30-40]%  [0-5]% 
Denmark  [50-60]%  [0-5]% 
Germany  [30-40]%  [0-5]% 
Hungary  [30-40]%  [0-5]% 
Poland  [40-50]%  [0-5]% 
Source: Form CO; and Response to RFI 11, Ascend_ -_Annex_RFI#11_Q3_(2022- 05-30) 
                                                 
218  Form CO, paragraphs 267- 281. 
 
 
67 5.3.2.1. Input foreclosure  
(174)  The Transaction is not likely to lead to input foreclosure as, post -Transaction, the 
Parties  would likely have neither the ability nor the incentive to foreclose the 
combined entit y’s downstream competitors for the following reasons.  
5.3.2.1.1. Ability  
(175)  First, speed ovens are not an important input for distributors of professional kitchen 
equipment. These are relatively new products that are only sold in small volumes in 
continental Europe. The y generally account for a very small fraction, if any, of all 
sales made by distributors.219 Therefore, access to speed ovens is not critical to 
effectively compete in the distribution market.  
(176)  Second , as explained above , several alternative suppliers  (like Middleby, 
Atollspeed, Unox, Panasonic, Pratica  and Techfood)  are active in the upstream 
market  of speed ovens . Even in the countries where the combined entity ’s 
combined market share is high in the upstream market of speed ovens , there would 
not be input f oreclosure concerns because the market investigation indicate that 
competitors are able to sell speed ovens in all EEA countries, and that they can 
easily expand sales from one country to the other.220 Similarly, distributors across 
the EEA unanimously confi rmed that they can procure speed ovens from suppliers 
irrespective of their location.221 And the Commission found evidence of 
considerable cross -border sales of speed ovens, particularly in small countries.222 
Therefore, even in Member States  where the combine d entity has high shares  in the 
upstream market f or speed ovens , alternative suppliers will still be able to enter the 
country and expand their presence. As presented above in the S ection  5.2.2.3, 
enough competitors remain in each of the national markets from Table 11.  
5.3.2.1.2. Incentive  
(177)  As regards the incentive, the very limited presence of the combined entity  on the 
downstream market s would make it unlikely that it could profitably recoup lost 
sales from a foreclosing conduct on the upstream markets.  
5.3.2.1.3. Impact  
(178)  A hypothetical foreclosure conduct would not be able to have any negative effect 
on the market as competitors would easily be able to start supplying neighbouring markets if needed. In any event, a n input  foreclosure strategy would not have a 
significant impact on effective competition . Market participants contacted in the 
market investigation indicated  that there would be no negative impact of the 
Transaction for their business or markets.
223. 
                                                 
219  Non-confidential Minutes of the call with a distributor from 11.02.2022, 13.00- 14.00 ( CET); and the 
Non-confidential M inutes of the call w ith a competitor from 01.02.2022, 09.30- 10.30 (CET).  
220  Questionnaires on speed ovens (competitors), questions C.1 and D.D.4.  
221  Questionnaires on speed ovens (competitors), questions C.1 and D.D.4.  
222  Form CO, Annex 45.  
223  Questionnaire to competitors of ice -making machines, question A.E.3; Questionnaire to customers of 
ice-making machines, question A.E.3.  
 
 
68 5.3.2.1.4. Conclusion 
(179)  In light of the above, the Commission considers that the Combined entity  would 
have neither the ability nor the incentive to engage in an input foreclosure strategy 
against its downstream competitors in the supply and wholesale of speed ovens in the Member States listed in Table 11.  
(180)  In light of the above, the  Commission considers that the new entity would have 
neither the ability nor the incentive to engage in an input foreclosure strategy 
against its downstream competitors in the supply and wholesale of speed ovens  in 
the countries from Table 11.  
5.3.2.2. Customer fo reclosure  
(181)  The Transaction is not likely to lead to customer foreclosure as, post -Transaction, 
the Parties  would likely have neither the ability nor the incentive to foreclose the 
combined entity ’s downstream competitors for the following reasons.  
5.3.2.2.1. Ability  
(182)  Considering the Parties ’ low market shares for the distribution of professional 
kitchen equipment in all countries from Table 11, there will remain a sufficiently 
large customer base in the downstream market for the upstream competitors on 
speed ovens to di stribute their products post -Transaction.  
5.3.2.2.2. Incentive  
(183)  As regards the incentive, the very limited presence of the combined entity  on the 
downstream market would make it unlikely that it could profitably recoup lost sales from a foreclosing conduct on the downstream markets.  
5.3.2.2.3. Effects  
(184)  Even a hypothetical foreclosure conduct would not be able to have any negative effect on the market as competitors would easily find alternative customers due to the small market shares of the combined entity on the downstream marke ts. In any 
event, a customer foreclosure strategy would not have a significant impact on 
effective competition, as also indicated by the market participants contacted in the 
market investigation as they stated that there would be no negative impact of the Transaction for their business or markets.
224 
5.3.2.2.4. Conclusion 
(185)  In conclusion, in light of the above, the Commission considers that the combined 
entity  would have neither the ability nor the incentive to engage in a customer 
foreclosure strategy against its upstrea m competitors and that such a customer 
foreclosure strategy would have in any event no negative effect in the markets for the production and supply of speed ovens in the countries listed in Table 11 .  
                                                 
224  Questionnaire to competitors of ice -making machines, question A.E.3; Questionnaire to customers of 
ice-making machines, question A.E.3.  
 
 
69 (186)  Based on the considerations above, and in light of the results of the market 
investigation and of the evidence available to it, the Commission considers that the Transaction does not give rise to serious doubts as to its compatibility with the internal market or the functioning of the EEA Ag reement because of vertical 
non-coordinated effects in the upstream markets of the manufacturing and 
wholesale supply of speed ovens and in the downstream market of the distribution 
of professional kitchen equipment at the EEA level and in the  Member States  listed 
in Table 1 1. 
5.4. Conglomerate effects  
(187)  In the present case, the possibility of conglomerate effects arises from the complementarity of the Parties ’ product portfolios, their significant market position 
in certain product segments, and the fact that already today at least  one of the 
Parties  cross -sells and offer s commercial bundles.
225  
5.4.1. The Notifying Party’s view  
(188)  The Notifying Party submits that no conglomerate concerns could arise from the 
Transaction as the Parties  would have no ability or incentive to foreclose 
competitor s. 
5.4.1.1. Ability to foreclose  
(189)  With regard to ability to foreclose, according to the Notifying Party the Parties  do 
not have an individual or combined market share in any closely related market in 
excess of 30%.  
(190)  As regards Welbilt, the Notifying Party submits that […]  cases the proportion of 
customers buying a combination of two different products is less than […] %of the 
total number of customers buying either product. The most frequent segment 
combination is betw een […], where  […]% of Welbilt's customers that bought 
either […] bought products from both segments in 2020. The Notifying Party 
further submits that the analysis does not change if it is narrowed down to the subsegment of speed ovens, with the most frequent combination being between ovens other than speed ovens and speed ovens ( […]% of customers buying both 
products ). Speed ovens and ice -making machines (and their sub- segments) are not 
closely related as these products are not strictly complementary and not generally purchased by the same set of customers for the same end use.  
(191)  The Notifying Party submits that Welbilt may have [ commercial strategy ].  
(192)  As regards Ali Group, the Notifying Party claims that it operates in a decentralised manner and [ commer cial strategy ]. In any case, Ali Group’s  sales data show that 
[commercial strategy ]. 
(193)  The Notifying Party therefore concludes that the […] of customers tend not to buy 
a combination of products from the Parties . In particular , in the segments where the 
Parties have a stronger position, i.e. speed ovens and ice -making machines, there is 
                                                 
225  One ice machine competitor commented that Welbilt/Manitowoc uses ice makers as an add -on item 
in product bundles; See Questionnaire to competitors of ice machines, question Q A.D.6.2.  
 
 
70 […] customer demand to purchase a combination of these two products. There is 
therefore not a sufficient customer base in respect of which a foreclosure strategy 
could be impl emented.  
(194)  Further, the Parties  face fierce competition in the supply of commercial foodservice 
equipment. Post -transaction, customers will continue to have sufficient alternative 
suppliers from which the respective products can be purchased.  
(195)  In terms of p otential portfolio effects, the Notifying Party submits that several 
competitors have product offerings similar to the Parties ' combined product range , 
while other  competitors also have a product offering spanning multiple product 
categories. In addition, some competitors offer product categories that are not supplied by the Parties . The combined entity will therefore not have a material 
advantage compared to its competitors, in terms of the breadth of its offering.  
5.4.1.2. Incentive to foreclose  
(196)  The Notifying Part y submits that given their lack of ability, the Parties  do not have 
any incentive to foreclose competitors. If, post -transaction, the Parties  were to 
decide to bundle, this strategy would not be profitable, [ market conditions ].  
(197)  Further, Ali Group's subsidiaries typically compete as separate companies with different marketing and sales teams. [ Party’s commercial strategy ]. 
(198)  Even if the Parties  had an ability to foreclose, no incentive would arise as the 
customers obtain supplies fr om the provider that best suits their needs , and 
switching suppliers is easy .  
5.4.2. The Commission’s assessment  
(199)  Based on the outcome of the Commission’s market investigation and on the 
information gathered, it is unlikely that post -Transaction the combined enti ty will 
be able or have the incentive  to engage in anticompetitive foreclosure of rivals by 
offering technical or commercial bundles or integrated solutions, for the following 
reasons.  
5.4.2.1. Ability to foreclose  
(200)  The Commission considers that it is unlikely that post-Transaction the combined 
entity  will be able to engage in anticompetitive foreclosure of rivals through 
technical or commercial tying or mixed bundling.  
(201)  First, the Parties ’ combined positions in markets other than ice machines and speed 
ovens remain under 30% and there are no indications that their market power 
would exceed what their market shares suggest.  
(202)  Second , any potential tying or bundling using  ice-making machines is addressed by 
the ice- making machine remedy which removes Welbilt’s entire ove rlap.  
(203)  Third , as regards speed ovens, the increment brought by the Transaction is limited, 
with Ali Group’s EEA market share at  [5-10]%  EEA  ([5-10]%  according to the 
Notifying Party) , and therefore the increase in the combined entity ’s hypothetical 
leveraging power from its position in speed ovens would also be limited. 
 
 
71 (204)  Fourth, a large majority of customers226 and competitors227 confirm  that 
sales/purchases of speed ovens are not typically combined with other products. 
Respondents state that commercial conditions for speed ovens are negotiated separately from any other products  offered by the same supplier .  
(205)  Fifth , technical tying of speed ovens and other appliances does not seem to be 
possible , a majority of customers
228 and competitors229 state that speed o vens 
cannot even be interconnected with other kitchen appliances or equipment.  
5.4.2.2. Incentive to foreclose  
(206)  The Commission considers that it is unlikely that post- Transaction the combined 
entity  will have the incentive to engage in anticompetitive foreclosure of  rivals 
through technical or commercial tying or mixed bundling.  
(207)  First, the market investigation provided strong indications that Ali Group's subsidiaries typically compete as separate companies with different marketing and sales teams.  As a competitor exp lained, “ The impact will basically depend on their 
strategies about how to manage the companies that manufacture speed- ovens. As I 
know from Aligroup, they tend to leave the companies independent from each other, not "forcing" any kind of synergy or integr ation”.
230 
(208)  Second, a s for Welbilt, [ Party’s commercial strategy ]231 the Commission has not 
received  market feedback or any other indications suggest ing that it currently 
engage s in bundling practices involving speed ovens. A  distributor for instance  
explained that while “ Within Welbilt products, Convotherm [Combi -ovens]  and 
Merrychef are very complementary, since the user screen is the same, […] 
Convotherm and Merrychef work independently, there is no bundling of products. 
Buying higher or lower volume of one brand does not affect the price of the 
other.”232 
(209)  This is borne out by the fact that Welbilt is a leading supplier of speed ovens in the 
EEA ( [30-40]%  market share) but a minor supplier in relation to other product 
segments.  
(210)  Third, in terms of future plans, [ Party’s commercial strategy ]. 
(211)  Fourth, customers would not be locked in by the combined entity  bundle offers, as 
they would be able to switch suppliers. Post -Transaction there will remain several 
alternative sources of supp ly for any products offered by the Parties , in particular 
speed ovens. The Combined entity  would therefore lose sales of speed ovens if it 
tried to influence their customers’ choice of supplier through tying or bundling.  
                                                 
226  Questionnaire to distributors of speed ovens, question D.F.1; Questionnaire t o end customers  of speed 
ovens, question D.E.1.  
227  Questionnaire to competitors  of speed ovens, question D.E.1.  
228  Questionnaire to distributors of speed ovens, question D.F.2; Questionnaire to end customers  of speed 
ovens, question D.E.2.  
229  Questionnaire  to competitors  of speed ovens, question D.E.2.  
230  Questionnaire to competitors of speed ovens, question E.4.  
231 See Welbilt internal documents Annex_WBT_Confidential_001.PDF p.16; 
Annex_WBT_Confidential_589.PPTX p. 23.  
232  Non-confidential M inutes of the call with a distributor from 16.02.2022, 12.30- 13.30 (CET) . 
 
 
72 (212)  Fifth, competitors could respond by  implementing counter -strategies, including 
proposing similar ties or bundles on their own or through partnerships with other 
suppliers. 
5.4.2.3. Overall effects of mixed bundling and tying strategies  
(213)  According to the Non -Horizontal Merger G uidelines , bundling or t ying strategies 
may result in a significant reduction of sales prospects faced by single -component 
rivals in the market, which may allow the merged entity to subsequently acquire or 
maintain market power.233  
(214)  On the basis of its investigation, the Commission  considers that a potential 
bundling or tying strategy concerning certain product segments, in particular speed 
ovens, on the one hand and any other product segment on the other hand is unlikely to lead to foreclosure of rival manufacturers to the requisit e standard of the Non-
Horizontal Merger Guidelines.  
(215)  First, only a limited number of customers seem to buy more than one product segment from the Parties, in particular for speed ovens. Therefore, even if a bundling strategy was successful, competitors’ lo ss of sales would be limited.  
(216)  Second, in any case, customers would not be locked in by the combined entity bundle offers, as Post -Transaction there will remain several alternative sources of 
supply for any products offered by the Parties, in particular spe ed ovens. This 
means that it is unlikely that any attempt at bundling strategies could be successful  
and that competitors could be foreclosed as a result . 
(217)   In conclusion, in view of the results of the market investigation and market 
feedback, the Commission considers on balance  that the combined entity  is 
unlikely to have the ability or incentive to implement foreclosure strategies by means of tying, bundling or other exclusionary practices. The Commission 
therefore concludes that the possibili ty of conglomerate effects arising from the 
Transaction does not result in serious doubts as to its compatibility with the internal market.  
6. C
OMMITMENTS  
6.1. Framework for the assessment of the Commitments  
(218)  The following principles, as referred to in th e Commission Regulation (EC) 
No 802/2004 and in the Commission Notice on remedies acceptable under the 
Merger Regulation (the ‘ Remedies Notice’ )234 apply where parties  to a 
concentration choose to offer commitments in order to restore effective competition following s erious doubts identified by the Commission with a view to 
having the transaction approved in P hase 1.  
(219)  In Phase 1, commitments offered by the parties  can only be accepted where the 
competition problem is readily identifiable and can easily be remedied. The 
                                                 
233  Non-Horizontal Merger Guidelines, paragraph 111.  
234  Commission's Notice on Remedies acceptable under Council Regulation (EC) No 139/2004 and 
under Commission Regulation (EC) No 802/2004, OJ C 267, 22.10.2008, p. 1.  
 
 
73 competition problem therefore needs to be so straightforward and the remedies so 
clear -cut that it is not necessary to enter into an in -depth investigation and that the 
commitments are sufficient to clearly rule out serious doubts within the meaning of Article 6(1)(c) of the Merger Regulation. Where the assessment confirms that the 
proposed commitments remove the grounds for serious doubts on this basis, the Commission clears the merger in P hase 1.  
(220)  In assessing whether the proposed commitments will likely e liminate the 
competition concerns identified, the Commission considers all relevant factors including , inter alia , the type, scale and scope of the proposed commitments, 
assessed by reference to the structure and particular characteristics of the market (s) 
in which competition concerns arise, including the position of the parties  and other 
participants on the market. As set out in the Remedies Notice, the commitments 
have to eliminate the competition concerns entirely, and have to be comprehensive 
and effective from all points of view. The Commission only has power to accept commitments that are capable of rendering the concentration compatible with the internal market or the functioning of the EEA Agreement in that they  will prevent 
the significant impedime nt to effective competition in all relevant markets where 
competition concerns were identified.  
(221)  In order for the commitments to comply with those principles, they must be capable of being implemented effectively within a short period of time. The Commissio n must determine with the requisite degree of certainty, at the time of its 
decision, that they will be fully implemented and that they are likely to maintain effective competition in the market.  
(222)  Divestiture commitments are often the most effective way to eliminate competition concerns. The intended effects of a divestiture will only be achieved if and once the business to divest is transferred to a suitable purchaser in whose hands it will become an active competitive force in the market.  
(223)  To that end, the divested activities must consist of a viable business (or viable 
businesses) that, if operated by a suitable purchaser, can compete effectively with 
the combined entity  on a lasting basis and that is divested as a going concern.
235 
The business has to include all the assets which contribute to its current operation or which are necessary to ensure its viability and competitiveness and all personnel 
which is currently employed or which is necessary to ensure the business’ viability 
and competitiveness. Normall y, a viable business is a business that can operate on a 
stand -alone basis, which means independently of the merging Parties  as regards the 
supply of input materials or other forms of cooperation other than during a transitory period.  
(224)  Even though the divestiture of an existing viable stand- alone business is normally 
required, the Commission, taking into account the principle of proportionality, may also consider the divestiture of businesses which have existing strong links or are partially integrated with businesses retained by the Parties  and therefore need to be 
‘carved out’.
236 The Commission will only be able to accept commitments which 
require the carve -out of a business if it can be certain that, at least at the time when 
                                                 
235  Remedies Notice, paragraph 23.  
236  Remedies Notice, paragraph 35.  
 
 
74 the busine ss is transferred to the Purchaser, a viable business on a stand -alone basis 
will be divested and the risks for the viability and competitiveness caused by the 
carve -out will thereby be reduced to a minimum.237 
6.2. Commitments submitted by the N otifying P arty 
(225)  In order to render the concentration compatible with the internal market and the 
functioning of the EEA Agreement, on 28 April 2022 the Notifying Party 
submitted commitments (the ‘Initial Commitments ’) pursuant to Article 6(2) of the 
Merger Regulation , along side their notification of the transaction . 
(226)  The Commission market teste d the Initial Commitments, seeking the views of  
competitors and customers  on the suitability of the commitments and the proposed 
purchaser . The Commission informed the Notifying Party of the results of the 
market test on 20 May 2022. Following the Commission’s feedback on the market 
test and the assessment of the Initial Commitments, the Notifying Party submitted a revised set of commitments on 31 May 2022 (the ‘Final Commitments ’). 
6.2.1. Description of the Initial Commitments  
(227)  The Parties  offered as a remedy, the divestiture of Welbilt’s global ice making 
machines business (the ‘ Divestment Business ’), in order to completely remove the 
overlap and thus remedy any competitive concerns that co uld arise in  ice-making 
machines markets. O n 3 March 2022, Welbilt announced that it reached an 
agreement with the US industrial company Pentair for the sale of the Divestment 
Business .  
(228)  The Divestment Business comprise s:  
(a) Welbilt’s global Manitowoc ice machine business. This business operates under the Manitowoc and Koolaire brands , in addition to minor private label 
sales ( ‘Divested Brands ’); 
(b) Welbilt’s manufacturing plants where the Divested Brands are produced, namely the Manitowoc Facility, the Monter rey Facility, and the Hangzhou 
Facility (including the Design, Performance and Training Center of Excellence), which will be offered as part of the divestiture package 
(‘Divested Plants ’); 
(c) Welbilt’s products (including private label products) and services developed, licensed, sold, provided or offered by the Divestment Business and those discontinued, predecessor and legacy products and services of the Divestment Business to the extent such products were discontinued in the three years  
prior to the Purchase Agreement with Welbilt, dated 2 March 2022 ( ‘PA’)
238 
(‘Discontinued Products ’), and those additional products and services of the 
Divestment Business under development (collectively, the ‘ Products ’), in 
each case including those Products described in Schedu le A -(i)(a) of the 
Disclosure Letter;239 
                                                 
237  Remedies Notice, paragraph 36.  
238  Annex_RM_1_M.10432_Ali_Group_Welbilt_Purchase_Agreement_Confidential.  
239  Disclosure Letter to Purchase Agreement by and between Welbilt. Inc and Pentair Commercial 
Ice LLC, dated as of 2 March 2022.  
 
 
75 (d) All tangible personal property, equipment, machinery and tools primarily 
relating to the Divestment Business or described in Schedule A -1(i)(b) of the 
Disclosure Letter ( ‘Tangible Assets ’); 
(e) Welbilt’s sales offices in Manitowoc, Wisconsin, USA and Monterrey, Mexico, where most of the back -office functions take place, including 
various sales, finance and administrative functions, along with other sales and 
aftermarket services that will transfer with the Divestment Busin ess;  
(f) The Intellectual property rights relating to the Divestment Business or the 
Products on a global basis that are described in Schedule A -(vi) of the 
Disclosure Letter, including all the trademarks and patents listed in Schedule  4.7 (a) of the Disclosure Letter, as well as the Evaporator Plating 
Technology;  
(g) Inventory, including raw materials, work- in-process, finished goods, goods in 
transit, spare parts, and packaging materials owned by Welbilt or its subsidiaries relating to any of the Products or rel ating to the Divestment 
Business that exist at the date of completion of the sale of the Divestment 
Business to the purchaser ( ‘Inventory ’);  
(h) To the extent transferable under law, all licences, permits and authorisations 
issued by any governmental organisa tion related to the ownership and 
operation of the Divestment Business at the Divested Plants or that are for the exclusive benefit of the Divestment Business;  
(i) All customer contracts, supply contracts, commitments and customer orders of the Divestment Busi ness listed in Schedule 4.5(a) of the Disclosure Letter 
to the extent such contracts relate to the Divestment Business ( ‘Assigned 
Contracts ’), notably [ type of customers ];  
(j) The leases, subleases or executive suite agreements relating to the leased real property set forth in Schedule A -(iv) of the Disclosure Letter and the real 
property owned by Welbilt and relating to the Divestment Business as set forth in Schedule A -(v) of the Disclosure Letter;  
(k) Any files, documents, data, books and records relating to t he Divestment 
Business;  
(l) All personnel wholly or mainly engaged in the viability and competitiveness 
of the Divestment Business, subject to the application of the Acquired Rights 
Directive; and  
(m) Any claims, actions, or other rights relating to the Divestmen t Business, as 
well as any advertising and promotional materials, all business cash and all 
bank accounts held by the relevant entities, all third- party insurance policies, 
and any other assets listed in Appendix A of the Disclosure Letter.  
6.2.2. Market test  
(229)  The Commission market tested the Initial Commitments to assess whether they 
were sufficient and suitable to remedy the serious doubts identified in Section 5.2.1  
of this decision, and whether they were sufficient to ensure the viability and 
competitiveness of the Divest ment  Business.  
 
 
76 (230)  Overall, most respondents indicated that the Divestment Business, as defined under 
the Initial Commitments, is a viable and competitive standalone business.240 In 
particular, the majority of the respondents who expressed their views in the market 
investigation consider that (i) the transferred the tangible and i ntangible assets are 
enough to run the Divestment B usiness as a standalone, viable and competitive 
business,241 and (ii) the reverse carve- out of the non- ice machines related products 
from the Hangzhou manufacturing facility242 or the reliance on third party l ogistic 
providers for distribution in Europe,243 will not have a negative impact on the 
viability of the Divestment Business.244 
(231)  The m ajority of the respondents do not see any implementation difficulties or risks 
associated with the transfer of the suppliers or customer agreements to the 
purchaser245, as one customer states: “I don't see any issue with the transfer of 
suppliers and customers agreements. I'm happy that the agreements will be 
transferred and we do not need to start all negotiations with Pentair on day one”.
246 Moreover, the majority of re spondents who expressed a view also do not 
see any risks linked to  the transitory supply or service agreements with the 
Purchaser .247 Also the majority of competitors do not fore see any specific 
difficulties or risks associated with the transfer of permits, licenses and 
authorisations to the P urchaser.248 
(232)  The majority of the respondents also consider that the Initial Commitments would 
solve potential competition concerns arising fro m the Transaction with respect to 
the supply of ice -making machines.249  
(233)  Some  respondent s raised  concerns in relation to the insufficient duration of the 
transitional service agreement for distribution services .250  
6.2.3. The Commission’s assessment of the Initial C ommitments  
(234)  Firstly, the Commission notes that the Initial Commitments remove the full overlap in the ice -making machines markets where the T ransaction would potentially have 
raised serious doubts as to its compatibility with the internal market.   
                                                 
240  Questionnaire to competitors of ice -making machines, question B.2; Questionnaire to customers of 
ice-making machines, question B.2.  
241  Questionnaire to competitors of ice -making machi nes, question B.6; Questionnaire to customers of 
ice-making machines, question B.6.  
242  Questionnaire to competitors of ice -making machines, question B.4; Questionnaire to customers of 
ice-making machines, question B.4.  
243  Questionnaire to competitors of ic e-making machines, question B.5; Questionnaire to customers of 
ice-making machines, question B.5.  
244  Questionnaire to customers of ice- making machines, question B.5.1.  
245  Questionnaire to competitors of ice -making machines, question B.A.1; Questionnaire to  customers of 
ice-making machines, question B.A.1.  
246  Questionnaire to customers of ice- making machines, question B.A.1.1.  
247  Questionnaire to competitors of ice -making machines, question B.A.3; Questionnaire to customers of 
ice-making machines, question B .A.2. 
248  Questionnaire to competitors of ice -making machines, question B.A.2.  
249  Questionnaire to competitors of ice -making machines, question B.1; Questionnaire to customers of 
ice-making machines, question B.1.  
250  Questionnaire to customers of ice- making  machines, question B.5.1.  
 
 
77 (235)  Second, the Initial Commitments only comprise assets from Welbilt and therefore 
do not include any mix -and-match elements, which allows the Purchaser to realise 
certain efficiencies.  
(236)  Third, the Commission considers that the scope of the Initial Commitments  appears 
to be sufficient to run the Divestment B usiness as a standalone, viable and 
competitive business as it includes all necessary tangible and intangible assets , as 
also sustained by the results of the market investigation described in Section 6.2.2.  
Moreover, the reverse carve- out of the non -ice machines related products from the 
Hangzhou manufacturing facility will not have a negative impact on the viability of 
the Divestment Business  as the products were a minor part of the production and 
the essential personnel and production lines remain in the Hangzhou manufacturing 
facility .  
(237)  Fourth, the Commission observes that the majority of market participants considers 
that there would be no problem relating to the continuation of the distribution 
agreements post -Transaction.251 
(238)  Fifth, e ven though the transitory service agreements are adequate, the Commission 
considers that their duration is not sufficient for the buyer to successfully establish its own distribution network, which would affect the viability of the Divestment Business. Moreover, the commitments do not specify that the buyer would receive the services part of the transitional agreement at co st, which also could negatively 
affect the viability of the Divestment Business.  
6.2.4. Description of the Final Commitments  
(239)  Taking into account the results of the market test, the Parties  submitted revised 
commitments on 31 May  2022 (the ‘ Final Commitments ’).  
(240)  The Final Commitments essentially follow the structure of the Initial 
Commitments . The Parties  however  made improvements to address the concern 
raised . The Final Commitments clarify  that (i) the t ransitional services will be 
rendered at cost; and (ii) the possibility to extend the transitional service agreement  
for distribution services  by 6 months upon reasoned opinion of the Monitoring 
Trustee.  
6.2.5. The Commission’s assessment  of the Final Commitments  
(241)  The Commission considers that the Final Commitments , by (i) increasing the 
potential duration of the transitional service agreement for distribution services , 
and (ii) confirming such agreement (as well as other transitional supply agreements) are provided at cost, ef fectively address the identified shortcomings of 
the Initial Commitments.  
(242)  For th is reason , and those  outlined in Section 6.2. 3 above, the Final Commitments 
made by the Notifying Party are sufficient to clearly rule out serious doubts within 
the meaning of Article 6(1)(c) of the Merger Regulation , such as those  identified in 
                                                 
251  Questionnaire to competitors of ice -making machines, question B.A.3; Questionnaire to customers of 
ice-making machines, question B.A.2.  
 
 
78 Section  5, as to the compatibility of the Transaction with the internal market and 
the functioning of the EEA Agreement.  
7. CONDITIONS AND OBLIGA TIONS  
(243)  Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered vis -à-vis the Commission with a view to rendering the 
concentration compatible with the internal market.  
(244)  The fulfilment of the measures that gives rise to the structural change of the market 
is a condition, whereas the implementing steps that are necessary to achieve this 
result are generally obligations on the parties . Where a condition is not fulfilled, the 
Commission's decision declaring the concentration compatible with the internal 
market is no longer applicable. Where the undertakings concerned commit a breach of an obligation, the Commission may revoke the clearance decision in accordance with Article 6(3) of the Merger Regulation. The undertakings concerned may also 
be subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of 
the Merger Regulation.  
(245)  The co mmitments in section B  of the Annex constitute conditions attached to this 
decision, as only through full compliance therewith can the structural changes in 
the relevant markets be achieved. The other commitments set out in the Annex constitute obligations , as they concern the implementing steps which are necessary 
to achieve the modifications sought in a manner compatible with the internal market.  
(246)  The Commission takes note of the fact that on 2 March 2022, Welbilt entered into a binding Purchase Agreement with Pentair plc for the sale of the Divestment Business, but this transaction will be the subject of a separate Purchaser Approval decision  in order to properly assess the viability of the proposed purchaser . 
8. C
ONCLUSION  
(247)  For the above reasons, the Commissi on has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with the internal market and with the functioning of the EEA Agreement, subject to full compliance with the conditions in section  B of the commi tments annexed to the 
present decision and with the obligations contained in the other sections of the said commitments. This decision is adopted in application of Article 6(1)(b) in 
conjunction with Article 6(2) of the Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission 
 
 (Signed)  
Margrethe VESTAGER  
Executive Vice -President
 
 Annex  
 
31/05/2022  
 
 
Case M.10431 – Ali Group / Welbilt  
 
COMMITMENTS TO THE EUROPEAN COMMISSION  
FIX-IT-FIRST REMEDY 
 
Pursuant to Article 6(2), of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), Ali 
Holding S.r.l., Italy (" Ali Group ") together with Welbilt, Inc., USA (" Welbilt ") (Ali Group and 
Welbilt are collectively referred to as the " Parties ) hereby provide the following Commitments (the 
“Commitments ”) vis -à-vis the European Commission (the “ Commission ”) with a view to rendering 
the acquisition of Welbilt (the “ Concentration ”) compatible wit h the internal market and the 
functioning of the EEA Agreement.  
This text shall be interpreted in light of the Commission’s decision pursuant to Article 6(1)(b) of the 
Merger Regulation to declare the Concentration compatible with the internal market and the 
functioning of the EEA Agreement (the “ Decision ”), in the general framework of European Union 
law, in particular in light of the Merger Regulation, and by reference to the Commission Notice on 
remedies acceptable under Council Regulation (EC) No 139/20 04 and under Commission Regulation 
(EC) No 802/2004 (the “ Remedies Notice”).  
 
Section A.  Definitions  
1. For the purpose of the Commitments, the following terms shall have the following meaning:  
 
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate parents of 
the Parties, whereby the notion of control shall be interpreted pursuant to Article 3 of the Merger 
Regulation and in light of the Commission Consolidated Jurisdictional Notice under Council 
Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the "Consolidated Jurisdictional Notice ").  
 Assets:  the assets that contribute to the current operation or are necessary to ensure the viability 
and competitiveness of the Divestment Business as indicated in Section B, paragraph 6 (a), (b), (c) 
and (d) and described more in detail in the Schedule.  
 Closing : the transfer of the legal title to the Divestment Business to the Purchaser.  
 
Closing Period : the period of 3 months from  the a pproval of the Purchaser by the Commission.
1  
                                                 
1  This is the i) Effective Date (if the Purchaser is approved in the Decision) or ii) the date o f adoption of a 
subsequent purchaser approval decision (if the Purchaser is approved in a subsequent purchaser approval 
decision).  
 
 
2  
Completion: completion of the acquisition of Welbilt by Ali Group.  
 
Confidential Information : any business secrets, know -how, commercial information, or any 
other information of a proprietary nature that is not in the public domain.  
 
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity and 
independence in dischar ging its duties under the Commitments.  
 Disclosure Letter : the disclosure letter to the Sale and Purchase Agreement, dated March 2, 2022.  
 Divestment Business : the business or businesses as defined in Section B and in in the Schedule 
which Ali Group commi ts to divest .  
 
Effective Date : the date of adoption of the Decision.  
 
Hold Separate Manager : the person appointed by the Parties for the Divestment Business to 
manage the day -to-day business under the supervision of the Monitoring Trustee.  
 Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Divestment Business, as listed in the Schedule, including the Hold Separate Manager.   
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by  the 
Commission and appointed by the Parties, and who has/have the duty to monitor Ali Group’s and 
Welbilt’s compliance with the conditions and obligations attached to the Decision.  
 Parties:  Ali Group and Welbilt.  
 Personnel : all staff currently employed  by the Divestment Business, including staff seconded to 
the Divestment Business, shared personnel as well as the additional personnel listed in the Schedule.  
 
Purchaser : the entity approved by the Commission as acquirer of the Divestment Business in 
accordance with the criteria set out in Section D.  The Parties have proposed Pentair Plc, an Irish 
public limited company, registered under company number 536025 to the Commission as the 
Purchaser.  
 
Purchaser Criteria : the criteria laid down in paragraph 13 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
 
Schedule : the schedule to these Commitments descr ibing in more detail the Divestment Business.  
 Trustee(s) : the Monitoring Trustee.  
 
 
 
 
3 Section B.  The commitment to divest and the Divestment Business  
  
Commitment to divest  
 
2. In order to maintain effective competition, Ali Group commits to divest, or procure the divestiture 
of the Divestment Business as a going concern to the Purchaser on terms of sale approved by the Commission. To carry out the divestiture, Welbilt, as the se ller, and Pentair Plc, as the purchaser , 
through its subsidiary, Pentair Commercial Ice LLC, a Delaware limited liability company, entered in a Purchase Agreement dated March 2, 2022 (" Purchase Agreement " or " PA").  
 
3. The proposed concentration shall not be implemented before the Commission has approved the 
Purchaser and the terms of sale in the Decision or, thereafter, in accordance with paragraph 14.  
 
4. Ali Group shall be deemed to have complied with this commitment if  
 
a. the Commission approves the proposed purchaser and the terms of sale as being 
consistent with the Commitments; and  
 
b. the Closing of the sale of the Divestment Business to the Purchaser takes place within the Closing Period.  
 
5. In order to maintain the structural effect of the Commitments, the Parties shall, for a period of 10 
years after Closing, not acquire, whether directly or indirectly, the possibility of exercising 
influence (as defined in paragraph 43 of the Remedies Notic e, footnote 3) over the whole or part 
of the Divestment Business, unless, following the submission of a reasoned request from Ali Group showing good cause and accompanied by a report from the Monitoring Trustee (as 
provided in paragraph 35 of these Commitments), the Commission finds that the structure of the 
market has changed to such an extent that the absence of influence over the Divestment Business is no longer necessary to render the proposed concentration compatible with the internal market.
 
  
 Structure and definition of the Divestment Business  
 6. The Divestment Business consists of the global ice machine business which forms part of Welbilt, 
and operates primarily under the Manitowoc
 and Koolaire brands, in addition to some minor 
private label sales. The present legal and functional structure of the Divestment Business as operated to date is described in the Schedule. The Divestment Business, described in more detail 
in the Schedule, includes all assets and staff that contribute exclusively or predominantly to the current operation or are necessary to ensure the viability and competitiveness of the Divestment 
Business, in particular:  
 
 (a) all tangible and intangible assets (including intellectual property rights);  
  (b) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the Divestment Business;  
 
 (c) all contracts, leases, commitments and customer orders of  the Divestment Business; 
all customer, credit and other records of the Divestment Business; and  
 
 (d) the Personnel.  
 
 
4  
7.  The Divestment Business includes a global transitional service agreement for a maximum period 
of 12 months to provide the Purchaser wit h information technology services, HR services, 
distribution and warehousing services, and finance and accounting services, on terms and 
conditions detailed in the Schedule. In addition to the transitional services agreement, Welbilt has 
also agreed to ent er into a reverse transition service agreement with the Purchaser in order to 
facilitate the move of the non -ice related business out of its China facility in Hangzhou, on terms 
and conditions detailed in the Schedule.  
 
Section C.  Related commitments  
 Preservation of viability, marketability and competitiveness  
 
8. From the Effective Date until Closing, the Parties shall preserve or procure the preservation of the 
economic viability, marketability and competitiveness of the Divestment Business, in accordance with good business practice, and shall minimise as far as possible any risk of loss of competitive 
potential of the Divestment Business. In particular, the Parties undertake:  
(a) not to carry out any action that might have a significant adverse impact on the value, management or competitiveness of the Divestment Business or that might alter the 
nature and scope of activity, or the industrial or commercial strategy or the investment 
policy of the Divestment Business;  
(b) to make available, or procure to make available, sufficient resources for the development of the Divestment Business, on the basis and continuation of the existing 
business plans;  
(c) to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate i ncentive schemes (based on industry practice), to encourage all 
Key Personnel to remain with the Divestment Business, and not to solicit or move any Personnel to the Parties' remaining business. Where, nevertheless, individual members 
of the Key Personnel exceptionally leave the Divestment Business, the Parties  shall 
provide a reasoned proposal to replace the person or persons concerned to the 
Commission and the Monitoring Trustee. The Parties must be able to demonstrate to 
the Commission that the replacement is well suited to carry out the functions 
exercised by those individual members of the Key Personnel. The replacement shall 
take place under the supervision of the Monitoring Trustee, who shall report to the 
Commission.  
 
 Hold -separate obligations  
 
9. The Parties commit, from the Effective Date until Closing, to keep the Divestment Business 
separate from the business the Parties are retaining  and to ensure that unless explicitly permitted 
under these Commitments: (i)  management and staff of the businesses retained by the Parties 
have no involvement in the Divestment Business; (ii) the Key Personnel and Personnel of the Divestment Business have no involvement in any business retained by the Parties  and do not 
report to any individual outside the Divestment B usiness.  
 
 
 
5 10. Until Closing, the Parties shall assist the Monitoring Trustee in ensuring that the Divestment 
Business is managed as a distinct and saleable entity separate from the businesses which Ali 
Group is retaining. Immediately after the adoption of the Decision. The Parties shall appoint a 
Hold Separate Manager. The Hold Separate Manager, who shall be part of the Key Personnel, 
shall manage the Divestment Business independently and in the best interest of the business with 
a view to ensuring its continue d economic viability, marketability and competitiveness and its 
independence from the businesses retained by the Parties . The Hold Separate Manager shall 
closely cooperate with and report to the Monitoring Trustee. Any replacement of the Hold Separate Manager shall be subject to the procedure laid down in paragraph 8(c) of these 
Commitments. The Commission may, after having heard the Parties, require the Parties to replace 
the Hold Separate Manager.  
 
 Ring -fencing  
 11. The Parties shall implement, or procure t o implement, all necessary measures to ensure that they 
do not, after the Effective Date, obtain any Confidential Information relating to the Divestment Business and that any such Confidential Information obtained by the Parties before the Effective 
Date w ill be eliminated and not be used by the Parties. This includes measures vis -à-vis the 
Parties' appointees on the supervisory board and/or board of directors of the Divestment Business. In particular, the participation of the Divestment Business in any central information technology 
network shall be severed to the extent possible (unless otherwise foreseen in the transitional service agreement on terms and conditions detailed in the Schedule), without compromising the 
viability of the Divestment Business. T he Parties may obtain or keep information relating to the 
Divestment Business which is reasonably necessary for the divestiture of the Divestment Business or the disclosure of which to the Parties is required by law.  
  Non-solicitation clause  
 
12. The Parties  undertake, subject to customary limitations, not to solicit, and to procure that 
Affiliated Undertakings do not solicit, the Key Personnel transferred with the Divestment Business for a period of three years after Closing.  
 
Section D.  The Purchaser  
 
13. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:  
(a) The Purchaser shall be independent of and unconnected to the Parties and their Affiliated Undertakings (this being assessed having regard to the situation follow ing the divestiture).  
(b) The Purchaser shall have the financial resources, proven expertise and incentive to maintain and develop the Divestment Business as a viable and active competitive force in competition 
with the Parties and other competitors;  
(c) The acquisition of the Divestment Business by the Purchaser must neither be likely to create, 
in light of the information available to the Commission, prima facie  competition concerns nor 
give rise to a risk that the implementation of the Commitments will be delayed. In particular, the Purchaser must reasonably be expected to obtain all necessary approvals from the relevant 
regulatory authorities for the acquisition of the Divestment Business.  
 
 
 
6 14. For the approval, the Commission shall verify that the Purchaser fulfils the Purchaser Criteria and 
that the Divestment Business is being sold in a manner consistent with the Commitments 
including their objective to bring about a lasting structural change in the market. The Commission 
may approve the sale of the Divestment Business without one or more Assets or parts of the 
Personnel, or by substituting one or more Assets or parts of the Personnel with one or more 
different assets or different personnel, if this does not affect the viability and competitiveness of 
the Divestment Business after the sale, taking account of the proposed purchaser.  
 
Section E.  Trustee  
 I. Appointment procedure  
 
15. Ali Group and Welbilt shall appoint a Monitoring Trustee to carry out the functions specified in 
these Commitments for a Monitoring Trustee.  
 16. The Trustee shall:  
(i) at the time of appointment, be independent of the Parties and their Affiliated Undertakings;  
(ii) possess the necessary qualifications to carry out its mandate, for example have sufficient 
relevant experience as an investment banker or consultant or auditor; and  
(iii) neither have nor become exposed to a Conflict of Interest.  
 17. The Trustee shall be remunerated by the Parties in a way that does not impede the independent and 
effective fulfilment of its mandate.  
 
  Proposal by the Parties  
 
18. No later than two weeks after the Effective Date, the Parties shall submit the name or names of 
one or more natural or legal persons whom the Parties propose to appoint as the Monitoring Trustee to the Commission for approval. The proposal shall contain sufficient information for the 
Commission to verify that the person or persons proposed as Trustee fulfil the requirements set 
out in paragraph 16 and shall include:  
 
(a) the full terms of the proposed mandate, which shall include all provisions necessary to 
enable the Trustee to fulfil its duties under these Commitments;  
 
(b) the outline of a work plan which describes how the Trustee intends to carry out its 
assigned tasks;  
   Approval or rejection by the Commission  
 19. The Commission shall have the discretion to approve or reject the proposed Trustee(s)  and to 
approve the proposed mandate subject to any modifications it deems necessary for the Trustee to 
fulfil its obligations. If only one name is approved, the Parties shall appoint or cause to be 
appointed the person or persons concerned as Trustee, in accordance with the mandate approved 
by the Commission. If more than one name is approved, the Parties shall be free to choose the 
Trustee to be appointed from among the names approved. The Trustee shall be appointed within 
one week of the Commission’s app roval, in accordance with the mandate approved by the 
Commission.  
 
 
7  
  New proposal by the Parties  
 20. If all the proposed Trustees are rejected, the Parties shall submit the names of at least two more 
natural or legal persons within one week of being informed of the rejection, in accordance with paragraphs 15 and 19 of these Commitments.  
   Trustee nominated by the Commission  
 
21. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a 
Trustee, whom the Parties shall appoint, or cause to be appointed, in accordance with a trustee 
mandate approved by the Commission.  
  II. Functions of the Trustee  
 
22. The Trustee shall assume its specified duties and obligations in order to ensure compliance with 
the Commitments. The Commis sion may, on its own initiative or at the request of the Trustee or 
the Parties, give any orders or instructions to the Trustee in order to ensure compliance with the 
conditions and obligations attached to the Decision.   
   Duties and obligations of the M onitoring Trustee  
 
23. The Monitoring Trustee shall:  
 
(i)        propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and conditions attached to the 
Decision.  
 
(ii) oversee, in close co -operation with the Hold Separate Manager, the on -going management 
of the Divestment Business with a view to ensuring its continued economic viability, marketability and competitiveness and monitor compliance by the Parties with the conditions and obligations attached to the Decision. To that end the Monitoring Trustee 
shall:  
   (a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business, and the keeping separate of the 
Divestment  Business from the business retained by the Parties, in accordance with 
paragraphs 8 and 9 of these Commitments;  
   (b) supervise the management of the Divestment Business as a distinct and saleable 
entity, in accordance with paragraph 10 of these Commitments;  
   (c) with respect to Confidential Information:  
 
− determine all necessary measures to ensure that the Parties do not after 
Completion obtain any C onfidential Information relating to the Divestment 
Business,  
 
 
8 − in particular strive for the severing of the Divestment Business’ participation 
in a central information technology network to the extent possible, without 
compromising the viability of the Dive stment Business,  
− make sure that any Confidential Information relating to the Divestment Business obtained by the Parties before Completion is eliminated and will not 
be used by Ali Group and  
− decide whether such information may be disclosed to or kept by the Parties as the disclosure is reasonably necessary to allow the Parties to carry out the divestiture or as the disclosure is required by law;  
   (d) monitor the splitting of assets and the allocation of Personnel between the 
Divestment Business and the Parties or Affiliated Undertakings;  
 
(iii) propose to the Parties such measures as the Monitoring Trustee considers necessary to 
ensure the Parties’ compliance with the conditions and obligations attached to the Decision, in particular the maintenance of the full economic viability, marketability or 
competitiveness of the Divestment Business, the holding separate of the Divestment Business and the non- disclosure of competitively sensitive informati on; 
 
(iv) if not yet approved by the Commission in the Decision, submit within two weeks after the 
Effective Date to the Commission, sending to the Parties a non- confidential copy at the 
same time, a reasoned opinion as to the suitability and independence of th e proposed 
purchaser and the viability of the Divestment Business after the Sale and as to whether the 
Divestment Business is sold in a manner consistent with the conditions and obligations 
attached to the Decision, in particular, if relevant, whether the Sale of the Divestment 
Business without one or more Assets or not all of the Personnel affects the viability of the 
Divestment Business after the sale, taking account of the proposed purchaser;  
 
(v) act as a contact point for any requests by third parties in relation to the Commitments;  
 
(vi) provide to the Commission, sending the Parties a non -confidential copy at the same time, 
a written report within 15 days after the end of every month that shall cover the operation and management of the Divestment Business as w ell as the splitting of assets and the 
allocation of Personnel so that the Commission can assess whether the business is held in a manner consistent with the Commitments;  
 (vii) promptly report in writing to the Commission, sending the Parties a non- confidentia l copy 
at the same time, if it concludes on reasonable grounds that the Parties are failing to 
comply with these Commitments;  
 (viii) assume the other functions assigned to the Monitoring Trustee under the conditions and 
obligations attached to the Decision.  
  III. Duties and obligations of the Parties  
 24. The Parties shall provide and shall cause its advisors to provide the Trustee with all such co -
operation, assistance and information as the Trustee may reasonably require to perform its tasks. The Trustee shall h ave full and complete access to any of the Parties' or the Divestment Business’ 
 
 
9 books, records, documents, management or other personnel, facilities, sites and technical 
information necessary for fulfilling its duties under the Commitments and the Parties and the 
Divestment Business shall provide the Trustee upon request with copies of any document. The Parties and the Divestment Business shall make available to the Trustee one or more offices on 
their premises and shall be available for meetings in order t o provide the Trustee with all 
information necessary for the performance of its tasks.  
 
25. The Parties shall provide the Monitoring Trustee with all managerial and administrative support 
that it may reasonably request on behalf of the management of the Divest ment Business. This 
shall include all administrative support functions relating to the Divestment Business which are 
currently carried out at headquarters level.  
 26. The Parties shall indemnify the Trustee and its employees and agents (each an “Indemnified 
Party”) and hold each Indemnified Party harmless against, and hereby agrees that an Indemnified 
Party shall have no liability to the Parties for, any liabilities arising out of the performance of the Trustee’s duties under the Commitments, except to the ext ent that such liabilities result from the 
wilful default, recklessness, gross negligence or bad faith of the Trustee, its employees, agents or advisors.  
 27. At the expense of the Parties, the Trustee may appoint advisors (in particular for corporate finance 
or legal advice), subject to the Parties' approval (this approval not to be unreasonably withheld or delayed) if the Trustee considers the appointment of such advisors necessary or appropriate for 
the performance of its duties and obligations under the Mandate, provided that any fees and other 
expenses incurred by the Trustee are reasonable. Should the Parties refuse to approve the advisors 
proposed by the T rustee, the Commission may approve the appointment of such advisors instead, 
after having heard the Parties. Only the Trustee shall be entitled to issue instructions to the advisors. Paragraph 26 of these Commitments shall apply mutatis mutandis .  
 28. The Par ties agree that the Commission may share Confidential Information proprietary to the 
Parties with the Trustee. The Trustee shall not disclose such information and the principles contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis mut andis .  
 
29. The Parties agree that the contact details of the Monitoring Trustee are published on the website of 
the Commission's Directorate- General for Competition and they shall inform interested third 
parties of the identity and the tasks of the Monitoring Trustee.  
 30. For a period of 10 years from the Effective Date, the Commission may request all information 
from the Parties that is reasonably necessary to monitor the effective implementation of these 
Commitments.  
  IV. Replacement, discharge and r eappointment of the Trustee  
 31. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, 
including the exposure of the Trustee to a Conflict of Interest:  
 
(a) the Commission may, after hearing the Trustee and the Parties , require the Parties  to replace 
the Trustee; or  
 
 
10 (b) The Parties may, with the prior approval of the Commission, replace the Trustee.  
32. If the Trustee is removed according to paragraph 31 of these Commitments, the Trustee may be 
required to continue  in its function until a new Trustee is in place, to whom the Trustee has 
effected a full hand over of all relevant information. The new Trustee shall be appointed in 
accordance with the procedure referred to in paragraphs 15- 21 of these Commitments.  
 
33. Unless removed according to paragraph 31 of these Commitments, the Trustee shall cease to act as 
Trustee only after the Commission has discharged it from its duties a fter all the Commitments 
with which the Trustee has been entrusted have been implemented. However, the Commission 
may at any time require the reappointment of the Monitoring Trustee if it subsequently appears 
that the relevant remedies might not have been fully and properly implemented. 
 
Section F.  The review clause  
 
34. The Commission may extend the time periods foreseen in the Commitments in response to a 
request from the Parties or, in appropriate cases, on its own initiative. Where the Parties request an extension of a time period, it shall submit a reasoned request to the Commission no later than 
one month before the expiry of that peri od, showing good cause . This request shall be 
accompanied by a report from the Monitoring Trustee, who shall, at the same time send a non -
confidential copy of the report to the Parties. Only in exceptional circumstances shall the Parties be entitled to req uest an extension within the last month of any period.  
 35. The Commission may further, in response to a reasoned request from the Parties showing good 
cause waive, modify or substitute, in exceptional circumstances, one or more of the undertakings 
in these C ommitments. This request shall be accompanied by a report from the Monitoring 
Trustee, who shall, at the same time send a non -confidential copy of the report to the Parties. The 
request shall not have the effect of suspending the application of the undertaking and, in 
particular, of suspending the expiry of any time period in which the undertaking has to be 
complied with.  
 
36. The Commission may, upon reasoned opinion of the Monitoring Trustee and in line with 
paragraph 23 (iii) , extend the time periods foreseen in the transitional service agreement and 
reverse transitional services agreement described in paragraph 7  of these Commitments and in 
more detail in the Schedule, by 6 months. If necessary for the competitiveness and viability of the 
Divestment Business, the Commission may upon reasoned opinion of the Monitoring Trustee and 
in line with paragraph 23 (iii) , extend the transitional services agreements for distribution services 
in relation to the 
[…] for an additional maximum of […].  
 
Section G.  Entry into force  
 37. The Commitments shall take effect upon the date of adoption of the Decision.  
Place and date:  Brussels, 31 May 2022  Brussels, 31 May 2022  
Signatures:  [signed]  [signed]  
Name/s and positions:  […] […] 
Duly authorised for 
and on behalf of:  Ali Group  Welbilt  
 
 
11 SCHEDULE  
 
1. Description of the Divestment Business  
(1) The Divestment Business consists of the global ice machine business which forms part of 
Welbilt, and operates primarily under the Manitowoc and Koolaire brands, in addition to 
some minor private label sales.2 The Divested Business includes in particular tangible (e.g., 
the primary manufacturing facilities, including the Manitowoc, Wisconsin, USA and 
Monterrey, Mexico facilities, as well as the design centre, manufact uring lines, assembly and 
warehousing activities of the Hangzhou, China, facility) and intangible assets (e.g., intellectual property rights), which contribute exclusively  to the current operation or are 
necessary to ensure the viability and competitivenes s of the Divestment Business.  
(2) The global Manitowoc ice business operates in four dedicated legal entities and several other 
entities shared with Welbilt. The divestment will be implemented through a combination of 
asset and stock sale (in accordance with t he Purchase Agreement) attached as Annex RM 1 , 
and the Disclosure Letter to Purchase Agreement by and between Welbilt. Inc and Pentair Commercial Ice LLC, dated as of March 2, 2022 (the " Disclosure Letter ") attached as 
Annex RM 2 ). 
(3) The following entities will transfer to the Purchaser in the form of a stock sale (" Purchased 
Entities "):  
a. Manitowoc Foodservice (Luxembourg) S.a.r.l.;  
b. Manitowoc FSG Holding, LLC;  
c. Manitowoc FSG Manufactura Mexico, S. de R.L. de C.V.; and  
d. Welbilt (China) Foodservice Co., Ltd.
3 
(4) These entities, together with Welbilt and other Welbilt subsidiaries that will sell assets 
related to the Divestment Business, hold the tangible and intangible property needed to continue to operate the business, including:  
a. All tangible and intangible prop erty listed in Appendix A of the PA and Schedule A of 
the Disclosure Letter.  
b. Real property:  
• Leased property:  Rancho el Refugio, Guadalupe, Lot 5, Monterrey, Nuevo 
Leon, Mexico (the Monterrey Facility)  
• Owned property:  
i. 2110 South 26th Street, Manitowoc, W I 54220 (the Manitowoc 
Facility)  
ii. Hangzhou, China facility (the Hangzhou Facility)  
                                                 
2 In the EEA, Welbilt supplies ice -machine s under the Manitowoc brand.  
3 Welbilt’s non -ice assets and employees at the Hangzhou facility ( namely […]) will not be transferred to 
Pentair.  
 
 
12 (5) Welbilt will also provide the Purchaser with transition services for certain back -office 
functions that will not form part of the Divestment Business. These transition servi ces and 
their short duration are described in the Transition Services Agreement (" TSA "). A copy of 
the TSA in its agreed form can be found in Exhibit A of the PA, together wit h the TSA 
Exhibit A setting out the timing and costs for the transitional arrange ments.   
(6) Welbilt will also enter into a Reverse Transition Service Agreement (" Reverse TSA ") with 
Pentair in order to facilitate the move of the non- ice related business out of Welbilt's 
manufacturing facility in Hangzhou, China, as described in Exhibit F of the PA.  
(7) For a simplified chart of the Divestment Business, please refer to Annex RM 5 .  
 
2. In accordance with paragraph 6 and 7 of these Commitments, the Divestment 
Business includes, but is not limited to:  
 
(a) the following main tangible assets:   
 (i) Welbilt's manufacturing facilities,  which house various sales, finance an d 
administrative functions, and which are necessary to, and will transfer with, the Divestment Business, namely:  
 
• Monterrey, Rancho el Refugio, Guadalupe, Lot 5, Nuevo Leon, Mexico (Leased - Schedule A -(iv) of the Disclosure Letter ):  Assembly of […] that  accompanies 
the manufacturing facility (“ Monterrey Facility ”); 
• Manitowoc, 2110 South 26th Street, 54220 Wisconsin, USA (Owned -  Schedule 
A-(v) of the Disclosure Letter):  Manufacturing, fabrication and assembly of all 
[…] for global production along with a […] that accompanies the 
manufacturing facility (“Manitowoc Facility ”); 
• Hangzhou, No. 151 Jianye Road, China (Owned-  Schedule A -(v) of the 
Disclosure Letter):  Assembly […], as well as the design centre (“ Hangzhou 
Facili ty”); 
 
(ii) Welbilt’s products (including private label products) and services developed, licensed, sold, provided or offered by the Divestment Business and those 
discontinued, predecessor and legacy products and services of the Divestment Business to the exten t such products were discontinued in the three years
4 prior to 
the PA (the “ Discontinued Products”), and those additional products and 
services of the Divestment Business under development (collectively, the 
“Products ”), in each case including those Produc ts described in Schedule A -
(i)(a) of the Disclosure Letter:  
• Modular Cuber Machines.  
• Undercounter Cuber Machines.  
• ICE Machines for Beverage dispensers.  
• Counter Top Nugget Machines (with and without water dispense).  
• Flaker Machines.  
                                                 
4 This replicates the definition of the purchased assets in the Purchase Agreement with Pentair. […] . 
 
 
13 • Nugget Machines.  
• Ice Mach ines with remote condensers and compressors. 
• Hotel Dispenser Machines.  
• Gourmet / Spray Cuber machines (Sub- Zero, SM50 and CrystalCraft 
Cube Machine).  
• Undercounter Residential Cuber machines (Sub -Zero).  
• CrystalCraft Cuber Machines.  
• Storage Bins.  
• Parts and accessories related to the items listed above.  
 
(iii) All of the tangible personal property, equipment, machinery and tools that are 
primarily related to the Divestment Business, including those located at the 
Manitowoc Facility, the Monterrey Facility and the Hangzhou Facility (Schedule 
A(i)(b) of the Disclosure Letter) ; 
 
(iv) All inventory wherever located, including raw materials, work -in-process, 
finished goods, goods in transit, spare parts, and packaging materials owned by Welbilt or any of its subsidiaries rel ating to any of the Products or relating to the 
Divestment Business (Appendix A (iii) PA);  
 
(v) A complete overview of all tangible property is listed in Appendix A of the PA and Schedule A of the Disclosure Letter.  
 
(b) the following main intangible assets:   
 
(i) The Manitowoc and Koolaire brand names (the "Divested Brands"), including 
intellectual property rights relating to the Divested Brands on a global basis (Schedule A -(vi) of the Disclosure Letter), including all the trademarks and 
patents (Schedule 4.7 (a) of the Disclosure Letter), as well as the Evaporator 
Plating Technology;  
 
(ii) All intangible property is listed in Appendix A of the PA and Schedule A of the 
Disclosure Letter.  
 
(c) the following main licences, permits and authorisations:   
 
To the extent transfera ble under law, those permits related to the ownership and 
operation of the Divestment Business at the real property and the leased real property and those other permits that are exclusively related to the conduct of the Divestment 
Business or the ownership, possession or operation of the purchased assets (Appendix 
A (vii) of the PA and Schedule 4.10(d) of the Disclosure Letter).  
 
(d) the following main contracts, agreements, leases, commitments and 
understandings ;   
 
(i) The leases, subleases or executive suite agreements relating to the leased real 
property (Schedule A -(iv) of the Disclosure Letter);  
 
 
 
14 (ii) All customer contracts, supply contracts, commitments and customer orders of the 
Divestment Business to the extent such c ontracts relate to the Divestment 
Business (“ Assigned Contracts”), notably the benefit of any existing contracts 
with [customer types ] of the Divested Brands in the EEA where such contracts 
[…]; 
 
(iii) any claims, actions, or other rights relating to the Divestm ent Business, as well as 
any advertising and promotional materials, all business cash and all bank accounts 
held by the relevant entities, all third -party insurance policies, and any other assets 
listed in Appendix A of the Disclosure Letter.  
 
(e) the followin g customer, credit and other records:   
 Copies of all files, documents, data, books and records that are in the possession or 
control of Welbilt or its Subsidiaries, including customer and supplier lists, invoices 
and purchase orders, production data, cost  records, sales and pricing data, supplier 
records, product data, manuals and literature, technical information, drawings, specifications and other engineering data, correspondence, merchandising, 
promotional materials, sales materials, creative materials,  studies, reports, and other 
business records that, in each case, to the extent related to, or to the extent used in, the 
operation of the Business (collectively, the “ Business Records”) ( Appendix A (viii) 
of the PA ); 
 
(f) the following Personnel:   
 The table below sets out the Welbilt personnel who work in the Divestment Business:  
Table 1 | Welbilt Personnel in the Divestment Business  
[…] 
 
(g) the following Key Personnel:   
   Key personnel associated with the Divestment Business comprise:  
• […].  
For a more detailed organisation chart of all the relevant ice personnel that will be 
transferred with the Divestment Business, please refer to Annex RM 7.  
 (h)  Transitional Services Agreements:   
 
(i) Information Technology (“IT”) & Enterprise Resource Planning Systems (“ERP”). IT and ERP systems will need to be separated out. A Transition 
Services Agreement (“TSA ”) will be entered into between Welbilt and Pentair 
as part of the divestiture package to a llow for the separation of IT and any other 
back -office functions. A copy of the TSA in its agreed form can be found in 
 
 
15 Exhibit A of the PA, together with the TSA Exhibit A setting out the timing and 
costs for the transitional arrangements.  
 
(ii) Distribution Facilities. With regards to distribution, the Divestment Business 
will include the warehousing facilities in Manitowoc, Wisconsin, USA and 
Monterrey, Mexico and Hangzhou, China . Those are large distribution and 
warehousing facilities that are primarily used for the Divestiture Business. The proposed Divestment Business would not include a few of the common distribution facilities that Welbilt utilizes for all of Welbilt’s products (i.e., that 
are not limited to ice).
5 The Parties respectfully submit that th ere is no need to 
transfer these distribution facilities because they are not required for the operation of the ice business and can be replicated and/or replaced within a 
reasonable transition period by using the transferred assets or using facilities 
that are already available to Pentair.  
 
There are four distribution centres that currently serve Welbilt’s various brands, including the Manitowoc ice business, namely: (1) German distribution facility; 
(2) Hangzhou warehousing facility; (3) Jeffersonville, I ndiana facility; and (4) 
Covington, Tennessee warehousing facilities. While the Hangzhou warehousing facility will be transferred with the Divestment Business, each of the other 
facilities […]. In any case, Ali Group will enter any TSAs required by Pentair , 
in order to accommodate the efficient transfer of the Divestment Business. The 
services will be rendered at cost. Manitowoc’s management has already created 
a plan for transitioning the need for distribution space, which includes the 
following:  
 
a. Jeffers onville. Manitowoc’s management plans to […] form part of the 
Divestment Business, to the Manitowoc facility.  
b. Covington. The Parties will provide Pentair with a TSA until the […].  
Alternatively, Manitowoc’s management believes that […] should not take lon ger than 6 months.  
c. Germany. The Parties propose that the German distribution facility 
should not be included in the divestiture package, as non- ice goods take 
up approximately 
[…]% of the total warehousing capacity of Welbilt’s 
distribution hub located in […]. 
 
Welbilt confirms that none of the distribution facilities excluded from the Divestment Business are used exclusively or primarily for ice products. As explained, none of the facilities are required for the operation of the ice 
business and each can be replicated and/or replaced within a reasonable 
transition period by using the transferred assets or using facilities that are 
already available to Pentair.  
 Ice products account for a minority share of the sales associated with the 
excluded distribution  facilities, as set out below:  
                                                 
5  The Pa rties are gathering data on […] . 
 
 
16 Table 2 | Shares per Facility  
Facility  Share of total 
sales 2019  Share of total 
sales 2020  Share of total 
sales 2021  
Jeffersonville   […]  […]  […] 
Germany   […]  […]  […] 
 
The Covington facility is a […] warehousing facility, with […] to which 
revenues can be attributed. […] is dedicated to the storage of ice products.6 
 The Parties agree to accommodate Pentair on a transitional basis, until it is 
able to use its own distribution facility. Manitowoc’s management estimates 
that the switch to a distribution facility should be achievable 
[…], given that 
Pentair has a distribu tion and logistics infrastructure in the EMEA. Pentair has 
a mature global distribution network which in Europe is mainly served by a 
distribution center located in […]. While Pentair’s existing distribution center 
in […], is expected to carry out […]. Tra nsition will be managed through the 
TSA provided as Exhibit A of the PA while a move to a third- party logistics 
(“3PL”) is executed to support demand to Europe. […]. Given most sales 
occur […], customers would not face any issues related to the internal sw itch 
to a different distribution facility, which should be accomplished quickly.   
 
 Table 3 | Transitional Arrangements
7 
 […] 
 
(iii) In addition, there are some limited areas where transitional services will be 
required by Ali Group.  
(iv) Hangzhou Facility . The current non- ice inventory equipment manufacturing 
lines will be moved from Hangzhou to another facility. As such, the Parties will 
enter into a Reverse TSA in order to facilitate the provision of support by 
Pentair to Welbilt during the move of the N on-Divested Chinese Assets out of 
the Hangzhou Facility. The Reverse TSA includes provisions on service 
standards, the term of the agreement and other obligations owed between 
Pentair and the Parties. The transitional arrangements forming part of the 
Rever se TSA will be entered into for a period not exceeding 12 months and will 
include Information Technology services, licences, systems and subscriptions, HR services, and a 12- month lease for part of the Hangzhou Facility to be 
granted by Pentair to the Part ies in relation to the non -ice business. For further 
information on the agreed form of the Reverse TSA and the relevant arrangements, please refer to Exhibit  F of the PA and Exhibit A of the Reverse 
TSA.  
                                                 
6 Response to Q8 of PN RFI 6 . 
7  Please refer to the TSA Exhibit A for a more detailed description of the transitional arrangements and the time 
and cost estimates.  The services are to be provided  at cost.  
 
 
17  
(v) As can be seen from the above, the Parties estimat e that the transitional 
arrangements will be in place for no longer than 12 months, depending on the 
nature of the activity to be transferred, and subject to any regulatory approvals 
or administrative permissions required for the transfer. Once this period expires, 
the links between the Parties and Pentair will be severed (unless the period is 
extended pursuant to para 36 of the Commitments).  
 
3. The Divestment Business shall not include:  
  
(a) Excluded assets (in more detail in Appendix D of the PA / Schedule D of the Disclosure Letter):  
 
(i) The 
[…] assembly equipment being relocated to another Seller facility, in 
connection with the Manitowoc Ice Relocation and any remaining […] inventory.  
 
(ii) […] portal, source code and other related Intellectual Property, except for the 
Intellectual Property related to the specific controller used by the Business.  
 
(iii) All intercompany accounts receivable, other than […] account receivables solely 
between or among the  Purchased Entities.  
 
(iv) […]. 
 
(v) […], associated with the production of all of Seller’s other products that are 
unrelated to the Divestment Business.  
 
A complete list of excluded assets is included in Appendix D of the PA / Schedule D of the Disclosure Letter.  
 
 
(b)  Excluded liabilities (pursuant to Appendix E of the PA)
8: 
 
(i) all liabilities that are expressly contemplated by the SPA or any other transaction 
document as liabilities to be retained by Welbilt and its affiliates (other than the purchased entities), and all agreements, obligations and other Liabilities of 
Welbilt and its Affiliates (other than the Purchased Entities) under this 
Agreement or any of the other Transaction Documents;  
(ii) all Liabilities (including workers’ compensation claims with respect  to facts or 
circumstances that occurred prior to Closing) related to each current or former 
employee of Welbilt and its Affiliates, including any former employee of Welbilt 
or its Affiliates (or any dependent or beneficiary of any such employee), other than the Assumed Employee Liabilities;  
                                                 
8 Each capitalized term used in this clause (b) but not defined in the Commitments has the meaning ascribed to 
that term in the PA.  
 
 
18 (iii) all Liabilities related to each Seller Benefit Plan (other than an Assumed Benefit 
Plan) or related to any other arrangement that would be a Seller Benefit Plan if it 
covered a Business Employee (or dependent, spouse or  beneficiary of a Business 
Employee), including any Liability associated with any defined benefit pension plan and any obligations under a retiree medical plan;  
(iv) the Excluded Tax Liabilities;  
(v) subject to Section 6.26 of the PA, all Liabilities under or relat ing to any 
Environmental Law to the extent related to, arising or resulting from the 
ownership or operation of the Purchased Assets or the Divestment Business prior 
to Closing, including any Liability for (i) any release of or exposure to any 
Hazardous Mat erials at or from any Owned Real Property or Leased Real 
Property or in connection with the operation of the Divestment Business or the Purchased Assets to the extent such release or exposure initially occurred prior to 
the Closing, (ii) any violation of E nvironmental Law prior to the Closing in 
connection with the operation of the Divestment Business or the Purchased Assets or (iii) any offsite transportation and disposal of Hazardous Materials prior 
to the Closing in connection with the operation of the B usiness or the Purchased 
Assets (collectively, the “Excluded Environmental Liabilities”);  
(vi) all Liabilities for or with respect to Taxes for which Seller bears responsibility pursuant to Section 6.8 of the PA (without duplication of the Excluded Tax 
Liabilit ies); 
(vii) Business Indebtedness that is not included in Closing Business Indebtedness;  
(viii) all Liabilities to the extent arising out of, relating to or otherwise in respect of any 
real property owned or leased by any Seller Party that is not a Purchased Asset;  
(ix) all Liabilities to the extent arising out of, relating to or otherwise in respect of any 
ceased or discontinued operations of any Seller Party, other than any such operations formerly arising out of, relating to or otherwise in respect of the 
Divestment Busin ess; 
(x) all Liabilities related to or arising out of any criminal violations of any Law relating to the Divestment Business that occurred prior to the Closing and 
Proceedings or other claims related to asbestos or as set forth on Schedule C -(ii) 
of the Disclo sure Letter;  
(xi) all Liabilities to the extent arising out of, relating to or otherwise in respect of any violations of export -control, trade and economic sanctions Laws (including the 
U.S. Commerce Department’s Export Administration Regulations and sanctions Laws maintained by the U.S. Treasury Department’s Office of Foreign Assets 
Control, as well as all applicable export -control and sanctions Laws maintained 
by other jurisdictions); import Laws enforced by U.S. Customs and Border 
Protection as well as all ap plicable import Laws maintained and enforced by 
other jurisdictions; or similar Laws by any Seller Party that occurred prior to the Closing;  
(xii) all Liabilities of the Chinese Subsidiary or otherwise related to the Hangzhou Facility, to the extent such Liabili ties are not related to the Divestment Business;  
(xiii) all Liabilities to the extent arising out of, relating to, or otherwise is respect of any violations of any Laws of the People’s Republic of China or any 
Governmental Authority with jurisdiction over the Chinese Subsidiary or 
Hangzhou Facility that occurred prior to the Closing;  
 
 
19 (xiv) all Liabilities arising out of, relating to or otherwise in respect of any breach of 
the Organizational Documents of the Chinese Subsidiary or failure by the 
Chinese Subsidiary, its e quityholders or Representatives to comply with any 
corporate or similar formalities applicable to the Chinese Subsidiary that occurred prior to the Closing;  
(xv) all Liabilities arising out of, relating to or otherwise in respect of the ownership or operations of Welbilt (Shanghai) Foodservice Co., Ltd. or any other Subsidiary of 
the Chinese Subsidiary;  
(xvi) all costs and Liabilities arising out of, relating to or otherwise in respect of Welbilt’s’s actions to separate any business of the Chinese Subsidiary that is n ot 
related to the Business; and  
(xvii)  all Liabilities to the extent related to or arising out of any Excluded Assets.   
 
 
4. If there is any asset or personnel which is not be covered by paragraph 2 of this 
Schedule but which is both used (exclusively or not) in  the Divestment Business 
and necessary for the continued viability and competitiveness of the Divestment Business, that asset or adequate substitute will be offered to the Purchaser.
9 
 
 
ANNEXES  
[…] 
                                                 
9 The Parties note that all of the personnel necessary for the competitiveness and viability of the Divestment 
Business will be tra nsferred. For the avoidance of doubt, the operational, manufacturing personnel within the 
Hangzhou facility are cross -trained on the various assembly lines. In other words, they are equally able to 
operate in the production / assembly of ice machines, coff ee machines and fryers in the Hangzhou facility. […] .