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, 9.7.2021  
C(2021 ) 5237 final  
PUBLIC VERSION  
 
BME Group Holding B.V.,  
Walaardt Sacréstraat 405,  
1117 BM, Schiphol,  
The Netherlands  
Subject : Case M. 1015 4 – BME/ Saint -Gobain Distribution  the Netherlands  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 4 June 20 21, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which BME Group 
Holding B.V. (‘BME’  or the ‘Notifying Party’ , the Netherlands) intends to acquire 
within the meaning of Article 3(1)(b) of the Merger Regulation sole control over 
Saint -Gobain Di stribution the Netherlands B.V. (‘SGDN’, the Netherlands). The 
acquisition is accomplished by way of purchase of shares (‘the Transaction’).3 BME 
and SGDN  are designated hereinafter 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 234, 17.6.2021,  p. 10–11. 
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information omitted has been replaced by 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  PARTIE S  
(2) BME  is a Netherlands -based company indirectl y controlled by The Blackstone 
Group Inc. (‘Blackstone’). BME is  active in the distribution of building materials via 
general builders ’ merchant (‘GBM’), specialist builders ’ merchant (‘SBM’) and 
do-it-yourself (‘DIY’) stores in Austria, Belgium, France, Germany, the Netherlands, 
Portugal,4 Spain5 and Switzerland.  
(3) In the Netherlands , BME operates 72 GBM stores under the BMN brand, 6 SBM 
stores specialised in interior finishing product s under the BMN Wijcks brand, 
2 SBM stores specialised in ironmongery un der the BMN IJzerwaren brand and 
17 cash-and-carry stores as a franchisee under the Bouwmaat brand.6  
(4) SGDN  is active in the Netherlands as a distributor of building materials via GBM 
and SBM stores. Moreover, it is active in the wholesale of ceramic tiles and of 
sanitary, heating and plumbing (‘SHAP’) products.  
(5) SGDN operates in the Netherlands 35 GBM st ores under the Raab Karcher 
(32 stores) and De Jager Tolhoek (3 stores) brands and one SBM store in interior 
finishing products under the Van Keulen brand.  
2. THE  CONCE NTRATION  
(6) On 1 April 2021, BME, via its fully owned subsidiary BMN Bouwmaterialenhandel 
B.V. (‘BMN’), entered into a share purchase agreement (‘SPA’) to acquire 100% of 
the shares of  SGDN . As a result of the Transaction, SGDN will be solely control led 
by BME.  
(7) The Transaction is therefore  a concentration pursuant to Article 3(1)(b) of the 
Merger Regulation.  
3. UNION  DIME NSION  
(8) The undertakings concerned have a combined aggregate worldwide  turnover in 2019 
of more than EUR 5  000 million  (Blackstone: EUR […] million; SGDN : EUR  […] 
million) .7 Each of them has a  Union -wide turnover in 2019 in excess of 
EUR  250 million, (Blackstone: EUR […] million; SGDN : EUR  […] million) but 
they do not achieve more than two -thirds of their aggregate U nion-wide turnover 
within one and the same Member State.  
                                                 
4  BME Group has announced that it has reached an agreement to acquire the remaining 50% of the share 
capital in  Portuguese retailer Maxmat from Sonae MC ; the transaction is expected to be completed in Q3 
of 2021 . 
5  BME’s acquisition of Grupo BMV, a supplier of interior finishing building products  with 36 distribution 
centres  across Spain , closed on 2 June 2021.  
6  BME owns and operates […] Bouwmaat cash -and-carry franchise stores  (which are […]% owned) and 
partly owns and operates […] Bouwmaat franchise stores  (which are owned on a […] basis  with its joint 
venture partner, Ter Steege Handel). BME also has a […]% interest in […] Bouwmaat franchise store  
which is managed by Ter Steege Handel ( […]). For completeness, BME is also active in the sale of bricks 
and roof tiles in the Netherlands through Kooy Baksteencentrum B .V. and V.O.F. De Amstel […]. 
7  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
 
3 (9) The Transaction has therefore a Union dimension pursuant to Article 1(2) of the 
Merger Regulation.  
4. RE LE VANT MARKE TS  
4.1. Relevant Product Markets  
(10) The Partie s’ activities overlap in the retail distribution of building products via GBM 
stores and in the retail distribution of interior finishing products via SBM stores. In 
addition, there is a vertical link between SGDN ’s activities in the wholesale 
distribution of ceramic tiles and SHAP products and BME’s activity as a GBM retail  
distributor.  
(11) The Commission has previously defined a market for the distribution of building 
products in general, and has considered but  left open whether this market can be 
further divided into: (i) wholesale to retailers ; (ii) retail sale to professiona l 
customers , primarily via GBM and SBM stores ; and (iii) retail sale to non -
professional customers , primarily through DIY stores.8  
4.1.1.  Wholesale distribution of building products  
(12) In relation to the wholesale distribution of building materials to retailers, the 
Commission has considered potential markets for particular types of building 
products .9  
(13) In light of this distinction  by product category , the Notifying Party submit s that there 
are two distinct relevant product markets : (i) the  wholesale  supply of tiles and (ii) the 
wholesale supply of SHAP Products.  
(14) According to the Notifying Party there is no need to further  segment the wholesale  
supply of tiles  market according to  the type of material (e.g. ceramic, stone or 
concrete) . Nonetheless, because SGDN only supplies ceramic tiles, the Notifying 
Party has provided market shares data on this narrower plausible segment. In 
addition, the Notifying Party submits that given supply -side substitution, there is no 
need to further segme nt the ceramic tiles market according to the end use , i.e. tiles 
for floor s, on one hand, and tiles  for walls , on the other .10  
(15) Similarly,  the Notifying Party claims there is no n eed to further segment the 
wholesale  supply of SHAP  market, by subcategories o f products, such as sanitary 
ware . However, as SGDN mainly supplies sanitary ware , the Notifying Party has 
provided market share data also for this segment .11  
                                                 
8  See, for example, Case COMP/M.7703 – PontMeyer/DBS , paragraphs 11 –12; Case COMP/M.3407 – 
Saint  Gobain/Dahl , paragraphs 12 and 16; Case COMP/M.3142 – CVC/Danske Traelast , 
paragraphs  11-13; Case COMP/M.8733 – Lone Star/Stark , paragraph 25; and Case COMP/M.9406 – Lone 
Star - Stark Group/  Saint Gobain BDD , paragraph 19.  
9  Case COMP/M.9406 – Lone Star - Stark Group/Saint Gobain BDD , paragraphs 27 to 49; Case 
COMP/M.8733 – Lone Star/Stark , para graphs 10 to 24; and Case COMP/M. 9790 – Blackstone/KP1 , 
paragraphs 15 to 17 . 
10  Form CO, paragraphs 86 and 87.  
11  Form CO, paragraph 90.  
 
 
4 (16) Market participants who expressed a view support a distinction per product category 
within the ma rket for the wholesale distribution of building products.12 They 
maintain that, for instance, each type of building product (e.g. SHAP) serves the 
needs of a different type of customer (e.g. plumbers) and that the supply chains of 
certain products (e.g. con crete) are different from those of other building materials.13  
(17) For the purpose of this Decision, the Commission will assess the effects of the 
Transaction on the market for the wholesale supply of ceramic tiles and on the 
market for the wholesale supply of  SHAP. Because the Transaction does not raise 
serious doubts as to its compatibility with the internal market under any plausible 
narrower market definition, it can be left open for the purpose of this Decision  
whether it is appropriate to further segment each of these two markets .  
4.1.2.  Retail sale of building materials   
(18) As mentioned in paragraph (11), the Commission has considered, although 
ultimately left  open, a further segmentation of the market for the retail sale of 
building products based on the type of customer , i.e. professional and non -
professional customers. The Commission has also previously considered whether the 
retail sale to professional cust omers could be further  divided between GBMs and 
SBMs.14  
(19) Within SBMs, the Commission has also considered whether separate product 
markets exist for the distribution of individual product categories.15 In particular, the 
Commission has considered specialist r etailers in relation to 'fitting -out' or interior 
finishing products, including plaster -based products, suspended ceilings and 
associated products, but has left the market definition open.16.  
(20) The Notifying Party considers that there is an overall market fo r retail sales of 
building products, without further distinction between professional or non -
professional customers,17 given that there are a number of retailers on the Dutch 
market which are present on both segments and target both professional and non -
professional customers.18 
(21) The market investigation  however  supports the distinction  between retail sales to 
professional and to non -professional customers. Namely, the ample  majority of 
market participants who expressed a view19 consider such distinction  per type of 
customer  justified  based on, inter alia , the differences in: (i) sales approach and 
service levels; (ii) pricin g; (iii) packaging sizes; (iv) quality of products; and/or 
(v) delivery and transport.20 Notwithstanding, a number of market participants21 note 
                                                 
12  Questionnaire Q2 to competitors, question 4.  
13  Questionnaire Q2 to competitors, question 4.1.  
14  Case COMP/M.3943 – Saint -Gobain/BPB , paragraph 15.  
15  Case COMP/M.3407 – Saint Gobain/Dahl , paragraph 14 and 15, Case COMP/M.3943 – Saint -Gobain/  
BPB, paragraphs 17 -19 and Case COMP/M. 9790 – Blackstone/KP1 , paragraph 23.  
16  Case COMP/M.3943 – Saint -Gobain/ BPB, paragraph 114.   
17  Form CO, paragraph 92.  
18  Form CO, paragraph 92.  
19  Questionnaire Q2 to competitors, question 5 and Questionnaire Q1 to customers, question 7.  
20  Questionnaire Q2 to competitors, question 5 and Questionnaire Q1 to customers, questio n 7. 
21  Questionnaire Q2 to competitors, question 5 and Questionnaire Q1 to customers, question 7.  
 
 
5 that the distinction between professional and non -professional customers, while still 
relevant, is becoming incre asingly blurry and outdated : “one-person building 
companies buy indistinctively from general building merchants and DIY stores, 
blurring the distinction between B2B and B2C .”22  
(22) Although the Notifying Party also disagrees with the distinction between GBMs a nd 
SBMs stores, it has nonetheless pro vided information on  the retail sale of interior 
finishing products via SBM stores , including for the dry finishing products  segment,  
as this is the  only product  sub-category where the Parties’ activities overlap.  
(23) The market investigation has also supported  the distinction  between retail sales to 
professional customers via GBM stores  and SBM  stores , namely, retailers 
specialised in interior finishing products . Such distinction is particularly relevant 
from the point  of view of customers  who expressed a view , in light of the different 
kinds of products, prices and services offered by SBM  and GBM  stores .23 Although 
to a lesser extent, competitors who expressed a view also support this distinction, 
claiming , inter alia , that: “the knowhow of the sales person plays an important role ” 
in the SBM segment.24 However, also in this case some market participants  indicate  
that the distinction between both types of stores  is becoming more and more 
unclear .25  
(24) In any event, because t he Transaction does not raise serious doubts as to its 
compatibility with the internal market under any plausible market definition , the 
exact market definition of the retail sales of building products can be left open for 
the purpose of this Decision . The Commission will assess the impact of the 
Transaction taking account of the following narrower plausible market definition 
that give rise to an affected market , i.e. retail distribution of building materials to 
professional customers via GMB stores and retail distribution of interior finishing 
products, including dry finishing products, via SBM  stores . 
4.2. Relevant Geographic Markets  
4.2.1.  Wholesale distribution of building products  
(25) The Commission has previously found that the relevant wholesale markets are like ly 
to be at least national in scope (and possibly wider).26  
(26) The Notifying Party share s this view ,27 which has also been widely confirm ed by 
market participants who expressed a view  due to, inter alia , the high transport costs 
and the homogeneous prices at national level.28  
(27) Hence, for the purpose of the present decision, the Commission will examine the 
market for the wholesale distribution of building products  in the Netherlands.  
                                                 
22  Minutes of the call with a competitor on 4 March 2021 , paragraph 6.  
23  Questionnaire Q2 to competitors, question 6 and Questionnaire Q1 to customers, question 8.  
24  Minutes of the call with a competitor on 4 March 2021 , paragraph 16.  
25  Questionnaire Q2 to competitors, question 6 and Questionnaire Q1 to customers, question 8.  
26  Case COMP/M.7703 – Pontmeyer/DBS , paragraph 17; COMP/M.3142 – CVC/ Danske Traelast , 
paragraph 14.  
27  Form CO, paragraphs 99 and 100.  
28  Questionnaire Q2 to competitors, question 7.  
 
 
6 4.2.2.  Retail sale of building products  
(28) In past decisions , the Commission has considered national29 or local30 geographic 
market dimensions  for the retail distr ibution of building products , although the 
question has ultimately been left open. At local level, catchment areas with a 30 -km 
radius around GBM stores and catchment areas wit h a 50 -km radius around SBM 
stores have been considered.31 
(29) The Notifying Party submit s that the market for the retail distribution of building 
products to professional customers is national in scope in the Netherlands.32 It 
emphasise s the importance of centr ally placed orders and direct deliveries from 
central warehouses, which they claim reduces the significance of local stores.33  
(30) With regard to the retail sale of building products  to professional customers via 
GBM stores, t he market investigation was inconc lusive as to whether the market  is 
national or local (i.e., with in a 30 km radius from the store) in scope. While a narrow 
majority o f competitors who expressed a view considers the market to be  national in 
scope, a narrow majority of customers who expressed a view  sees the market as 
local.34 Concerning the retail sale of building products  to professional customers by 
SBM stores, the majority of market participants who expressed a view support the 
definition of the market as national in scope.35 
(31) Becaus e the Transaction does not raise serious doubts as to its compatibility with the 
internal market even under the narrowest segment,  it can be left open for the purpose 
of this Decision  whether the geographic scope of the  market for the retail sale of 
buildi ng products , possibly segmented by customer type ( between retail sale to 
professional and to non -professional customers ) and further segmented by sales 
channel (into  GBM or SMB stores ), is local or national.  
5. COMPE TITIVE ASSE SSME N T 
5.1. Analytical Framework  
(32) Under Article 2(2) and (3) of the Merger Regulation,36 the Commission must assess 
whether a proposed concentration would significantly impede effective competition 
in the internal market or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position. Depending on the position of the parties in 
the supply chain, a concentration may entail horizontal and/or non -horizontal effects.  
                                                 
29  Case COMP/M.3142  – CVC/ Danske Traelast , paragraphs 14 to 16.  
30  Case COMP/M.7703 – Pontmeyer/DBS , paragraphs 21 and 22; Case COMP/M.3943 – Saint -Gobain/  
BPB, paragraph s 20 to 22 . 
31  Case COMP/M.7703 – Pontmeyer/DBS , paragraph 21; Case COMP/M.7107 – Cordes & Graefe / 
POMPAC /COMAFRANC  paragraph 19 ; Case COMP/ M.3184 – Wolseley /Pinault Bois & Materiaux , 
paragraphs 19 –22. 
32  Form CO, paragraph 104.  
33  Form CO, paragraph 104.  
34  Questionnaire Q2 to competitors, question 8 and Questionnaire Q1 to customers, question 9.  
35  Questionnaire Q2 to competitors, question 9 and Questionnaire Q1 to customers, question 10.  
36  As regards the assessment in relation to  the EEA, s ee also Annex XIV to the EEA Agreement.  
 
 
7 (33) Horizontal effects arise when the parties to a concentration are actual or potential 
competitors in one or more of the relevant markets concerned. The Commission 
appraises horizontal effects in accordance with the guidance set out in the Horizontal 
Merger Guidelines.37 
(34) Non-horizontal effects arise when the parties to a concentration operate i n different 
levels of the supply chain in certain relevant markets (vertical effects). The 
Commission appraises non -horizontal effects in accordance with the guidance set out 
in the Non -Horizontal Merger Guidelines.38 
(35) Both the Horizontal and Non -Horizontal Merger Guidelines distinguish between two 
main ways in which mergers between actual or potential competitors on the same 
relevant market may significantly impede effective competition, namely 
non-coordinated and coordinated effects.  
(36) In horizontal mergers, non-coordinated effects may significantly impede effective 
competition by eliminating the competitive constraint imposed by each party to the 
merger on the other, as a result of which the merged entity would have increased 
market power, without resorting t o coordinated behaviour. In that regard, the 
Horizontal Merger Guidelines consider not only the direct loss of competition 
between the merging firms, but also the reduction in competitive pressure on non -
merging firms in the same market that could be broug ht about by the merger.39  
(37) The Horizontal Merger Guidelines list a number of factors, which may influence 
whether or not significant non -coordinated effects are likely to result from a merger. 
In particular, the Horizontal Merger Guidelines refer to the lar ge market shares of 
the merging firms, the fact that the merging firms are close competitors, the limited 
possibilities for customers to switch suppliers or the fact that the merger would 
eliminate an important competitive force.40 Not all these factors nee d to be present 
for significant non -coordinated effects to be likely. The list of factors is also not 
exhaustive.   
(38) Concentrations which, by reason of the limited market share of the undertakings 
concerned, are not liable to impede effective competition may  be presumed to be 
compatible with the internal  market. An indication to this effect exists, in particular, 
where the market share of the undertakin gs concerned does not exceed 25 % either in 
the internal market or in a substantial part of it.41  
(39) In non -horizontal mergers, non -coordinated effects may arise 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 
                                                 
37  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (OJ C 31, 5.2,2014, p. 5) . 
38  Guidelines on the assessment of non-horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings  (OJ C 265, 18.10.2008, p. 6). 
39  Horizontal Merger Guidelines, paragraph 24. 
40  Horizontal Merger Guidelines, paragraph 26 . 
41 Horizontal Merger Guidel ines, para 18.  
 
 
8 foreclosure, where the merger is likely to foreclose upstream rivals by restricting 
their access to a sufficient customer base.42  
(40) In assessing the likelihood of an anticompetitive foreclosure scena rio, the 
Commission examines whether the merged entity would have post -transaction the 
ability to foreclose access to either inputs or customers, whether the merged entity 
would have the incentives to do so and whether such foreclosure strategy would have 
a detrimental effect on competition.43 
5.2. Horizontally Affected Markets  
(41) The Transaction gives rise to potentially relevant horizontally affected markets with 
regard to (i) the retail distribution of building materials to professional customers by 
GBM stores in the Netherlands, and (ii) the retail distribution of interior finishing 
products to professional customers by SBM stor es in the Netherlands.  
5.2.1.  Retail distribution of  building materials to professional customers  via General 
Builders’ Merchants  
(42) In the retail distribution of  building materials  to professional customers via GBMs , 
BME is active with GBM and cash -and-carry forma ts (the latter as a franchisee), 
whereas SGDN is active with only GBM formats under two brands (Raab Karcher 
and De Jager Tolhoek).  
(43) The Notifying Party submits that the Transaction will not give rise to a  significant 
impediment of effective competition  (SIEC ) and put s forward a number of 
arguments  to that effect . First, the market shares are small to moderate. Second, the 
Parties are not close competitors because they offer different product ranges, target 
different customer groups and focus on different channels to market. Third, the 
Parties face strong competitors with similar networks of stores. Fourth, customers 
multisource. Fifth, the majority of retail competitors have access to the same 
manufacturers. Sixth, the Parties also face competition from ma nufacturers who sell 
directly to builders.  
(44) Considering both GBM and cash -and-carry formats, the Parties have a combined 
value share of [20-30]% (and a combined volume share of [20-30]%) at national 
level. Post-Transaction several other GBMs will remain in  the market, including 
national brands with a footprint of stores across the Netherlands . They include 
among others : TABS with two brands and circa 100 stores; Bouwcenter , a marke ting 
and purchasing group that includes several brands and has approximately 82 
branches ; 4Plus , a marketing and purchasing group of builders' merchants with 65 
affiliated members and circa 72 stores; De Stiho Groep with 23 stores; Sakol , a 
GBM purchasing group with 8 members and 26 branches, amongst others.  
(45) A couple of larger cust omers expressed the concern that Post -Transaction the 
Parties’ competitors would not have the same ability to address their needs with 
regard to very large projects .44 However, several findings suggest that this concern 
                                                 
42  Non-Horizontal Merger Guidelines, para 30 . 
43  Non-Horizontal Merger Guidelines, para 30 . 
44  Agreed Minutes  of a call with a Customer on 11 March 2021 and agreed m inutes  of a call with a 
Customer on 12 March 2021.  

 
 
10 12 others ; in Raalte, 15  others ; in Rijsen, 13 other s; and in Vriezen veen, 15 other s. 
The alternative competitors include other GBM networks and independent GBMs.  
(49) Second, both customers and competitors  consider that most of these alternative 
GBMs are also close or very close competitors to the Partie s. These competitors are 
TABS, Concordia, 4 Plus, and Sakol. In addition, some of the independent GBMs 
present in these six catchment areas have a similar product offering to the Parties. In 
Coevorden , 3 independent GBMs o ffer a similar product assortment; in Goor , 
2 independent GBMs; in Nieuwleusen, 1; in Raalte , 3; in Rijsen , 4; and in 
Vriezen veen, 4 independent  GBMs .49 
(50) Third, in each of  these six catchment areas the majority of sales come from ‘project 
sales’, i.e., sales invoiced by the GBM but delivered directly from the manufacturers 
to the building sites.50 In these types of sales, characteristic of large and medium 
customers, the P arties feel also the constraint impose d by manufacturers that sell 
directly to larger and medium customers. Moreover, the direct access to the 
manufacturers gives these customers  bargaining power vis -à-vis the Parties.   
(51) Fourth, the customer overlap between t he Parties in each of these catchment areas is 
relatively small, which shows that already today th e vast majo rity of the Parties’ 
customers source from other competitors . In Coevorden, [10-20]% of the SGDN 's 
customers are also BME customers, whereas only [10-20]% of the BME customers 
are also SGDN customers. This shows that more than [80-90]% of  SGDN customers  
and nearly [90-100]% of BMN's customers are able to get their supplies from other 
GBMs. In Goor, [10-20]% of the SGDN 's customers are also BME customers,  
whereas [10-20]% of the BME customers are also SGDN customers. This shows that 
more than [80-90]% of the SGDN 's and BMN's customers are able to get their 
supplies from other GBMs. In Niewleusen, [10-20]% of the SGDN 's customers are 
also BME  customers, whereas only [10-20]% of BME customers are also SGDN 
customers. This  shows that around  [80-90]%  of the each of the Parties' customers are 
able to get their supplies from other  GBMs . In Raalte, [10-20]% of the SGDN 's 
customers are also BME customers,  whereas [10-20]% of the BME customers are 
also SGDN customers. This shows that around [80-90]% of SGDN customers and 
around [80-90]% of BMN's customers are able to get their supplies from other 
GBMs. In Rijsen and in Vriezenvenn, [10-20]% of the SGDN 's cu stomers are also 
BME customers, whereas [10-20]%  of the BME customers are also SGDN 
customers. This shows that almost [80-90]% of SGDN customers and more than 
[80-90]% of BMN's customers are able to get their supplies from other GBMs.51 
(52) Finally, concerning both national and local levels, the majority of respondents to the 
market investigation do not expect that the proposed Transaction will have an effect 
on prices, quality or choice.52 Moreover, no stakeholder has raised concerns  that can  
be confirmed on the basis of the available evidence . 
                                                 
49  Form CO, Annex 24.B, Annex 24.D, Annex 24.I, Annex 24.K, Annex 24.L, Annex 24.N . 
50  Form CO, Annex 24.B, Annex 24.D, Annex 24.I, Annex 24.K, Annex 24.L, Annex 24.N . 
51  Form CO, Annex 24.B, Annex 24.D, Annex 24.I, Annex 24.K, Annex 24.L, Annex 24.N . 
52  Q1- Question naire to Customers, questions 2 8 and 29;  and Q2 – Questionnaire to Competitors, 
question s 33 and 34 . 
 
 
11 (53) In light of the above, the Commission concludes that the proposed Transaction does 
not raise serious doubts as to its compatibility with the internal market in relation to 
the retail distribution of bui lding materials to professional customers  via GBM stores  
in the Netherlands, be it at the national or at the local level . 
5.2.2.  Retail distribution of interior finishing  products to professional customers  
(54) The Parties are also active in the retail distribution of  interior finishing products to 
professional customers by SBM stores. This overlap does not give rise to an affected 
market on the basis of a 50 -km radius catchment area as considered in the 
precedents.53 A horizontally affected  local market arises only if a catchment area 
with a 30 km radius is considered from SGDN’s only SBM store Van Keulen in 
Amsterdam. Even i n such a hypothetical  scenario, narrower than the precedent and 
not supported by the market investigation , the Parties would have relatively low 
combined market shares ( [20-30]% in value and [30-40]% in volume) and at least 
three credible competitors  would remain present , such as SIG ( [20-30]% in volume), 
DSG ( [20-30]% in volume), and Baustoff Metal  ([10-20]% in volume).54  
(55) At national level,  the Transaction would only give rise to a horizontally affected 
market if a hypothetical market for the retail of  dry finishing products  via SBMs and 
GBMs  was considered. On such hypothetical market  – not supported by the 
Commission’s past decisions, nor b y the market investigation results – the Parties 
would have a combined value share of [20-30]%. In such a scenario , a number of 
competitors would remain active. More specifically, the merged entity  would 
compete for the sale of these products with all SBMs  and all GBMs active in the 
Netherlands.  If only SBMs were considered  to be part of the relevant market,  the 
Parties would have a combined share of [10-20]% at the national level .55 
(56) In addition, in  the market investigation , no concerns were raised regarding the retail 
of interior finishing products.  
(57) In light of the above, the Commission concludes that the proposed Transaction does 
not raise serious doubts as to its compatibility with the internal market in relation to 
the market for retail distribution of interior finishing  products  to professional 
customers  via SBM,  be it at the national or at the local level . 
5.3. Vertically affected Markets  
(58) SGDN  is also active in the wholesale of ceramic tiles (under its TGN  and Galvano 
brands ) and SHAP products  (under its  Galvano brand ). The Transaction gives rise to  
affected markets with regard to the  vertical relation between SGDN’s wholesale 
activities  for these products  in the Netherlands (upstream) and BME’s activities in 
the retail distribution of building products  as a GBM in several local markets in the 
Netherlands  (downstream).  
                                                 
53  Case COMP/M.7703 – Pontmeyer/DBS , paragraph 21; Case COMP/M.7107 – Cordes & Graefe / 
POMPAC /COMAFRANC , paragraph 19 ; Case COMP/ M.3184 – Wolseley /Pinault Bois & Materiaux , 
paragraphs 19 –22. 
54  Form CO, Table 22. The Parties were not able to provide value market shares for their competitors.  
55  Form CO, Table 21.  
 
 
12 5.3.1.  Wholesale of ceramic tiles in the Netherlands  
(59) SGDN is the market leader in the wholesale of ceramic tiles in the Netherlands, with 
an estimated mark et share of [30-40]%. However, considering that a significant part  
of wholesale tiles is  sold directly by manufacturers to retailers, this figure may 
overestimate SGDN’s market power. At the retail level, as discussed above in 
sections 5.2.1  to 5.2.2 , the Parties have a combined market share of [20-30]% in the 
GBM format nationally, and a market share above 30% in 13 catchment areas, in 
particular market shares of around 40% in five catchment areas .  
(60) With regard to input foreclosure, t he Notifying Party argues  that the merged entity 
has no ability o r incentives to adopt an input foreclosure strategy either at national or 
at local level, based on a number of arguments. First, SGDN makes limited sales to 
GBMs, as it supplies mostly specialist retailers. Second, the majority of brands 
SGDN carries are n on-exclusive and therefore available for purchase from other 
wholesalers. Third, none of SGDN’s private label or exclusive brands are must -have 
brands for retailers. Fourth, there are several other alternative wholesale distributors 
of ceramic tiles. Fifth , already today SGDN supplies its GBM brand to Raab Karcher 
and a few other GBMs.  
(61) The Commission finds that the merged entity would  most likely  not have the ability 
nor the incentive to enter into an input foreclosure strategy. First, post -Transaction , 
GBMs would be able to source from alternative tile wholesalers  and tile 
manufacturers . Second, given the Parties’ combined shares in the retail market for 
tiles ( [20-30]% in both GBM and SBM stores), the merged entity would most likely 
not be able to reco ver the loss of wholesales at the retail level. Third,  today BME 
sources mostly from tiles manufacturers directly.  In addition, in the market 
investigation, most respondents stated that they did not consider that the merged 
entity would have both the abili ty and the incentive to engage in input foreclosure 
strategies. A  large majority of competitors of the Parties indicated that they did not 
expect the Transaction to have any impact on t heir sourcing of ceramic tiles .56  
(62) With regard to customer foreclosure, the Notifying Party argues  that they have no 
ability to adopt a customer foreclosure strategy. First, they claim that BMN is not an 
important route to market for wholesale distributors of ceramic tiles. In 2019, BME’s 
purchases of ceramic tiles accounted f or [0-5]% of the total wholesale market 
revenues. Second, they contend that following the Transaction, SGDN’s competitors 
will continue to have access to several specialist retailers and other GBMs. The 
Commission’s investigation confirms that competing wh olesalers do not expect that 
the merged entity would have the ability or the incentive to negatively impact their 
ability to sell to customers.  
(63) The Commission finds that the merged entity would most likely not have the ability 
nor the incentive to enter in to a customer  foreclosure strategy. As mentioned above , 
today BME sources the vast majority of its tile offering from manufacturers directly . 
Therefore , BME is not an important customer for wholesale competitors of SGDN. 
In the market investigation, the ma jority of respondents stated that they did not 
consider that the merged entity would have both the ability and the incentive to 
engage in customer foreclosure strategies. None of the responding competitors of the 
                                                 
56  Q2 – Questionnaire to Competitors, question 10 and question 12.  
 
 
13 Parties expect the Transaction to have any impact on their ability to sell tiles to 
retailers.57 
(64) In light of the above, the Commission concludes that the proposed Transaction does 
not raise serious doubts as to its compatibility with the internal market in relation to 
the wholesale distribution of c eramic tiles in the Netherlands.  
5.3.2.  Wholesale of SHAP products  in the Netherlands  
(65) SGDN has a small presence in the wholesale market of SHAP products, with a 
market share of [0-5]%. Hence, vertically affected markets arise only due to the 
Parties’ combined market share on the downstream GBM retail market in 13 
catchment areas.  
(66) The Notifying Party argues that in view of SGDN’s very limited presence upstream 
in the SHAP wholesale market, the merged entity would not have the abilit y or 
incentives to adopt an input or a customer foreclosure strategy.  
(67) The market investigation has widely confirmed that the merged entity would not 
have the ability nor the incentive to engage in input or customer foreclosure. A large 
majority of respond ents expect s the merger to have no impact on their ability to sell 
or source SHAP products in the Netherlands.58  
(68) In light of the above, the Commission concludes that the proposed Transaction does 
not raise serious doubts as to its compatibility with the in ternal market in relation to 
the wholesale distribution of SHAP products in the Netherlands.  
6. CONCLUSION  
(69) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market an d with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
                                                 
57  Q2 – Questionnaire to Competitors, question 11 and question 13.  
58  Q2 – Questionnaire to Competitors, questions 10, 11, 12 and 13.  
 
 
14 Case M.10154 – BME/ Saint -Gobain Distribution the Netherlands  
Annex to the Commission decision  
 
Affected potential local markets in the Netherlands for the retail distribution of building 
products to professional customers by generalist builders’ merchants  
Location  SGDN share 
(%) BME share 
(%) Combined 
share (%)  
Apeldoorn  [5-10]% [10-20]% [20-30]% 
Assen  [5-10]% [20-30]% [30-40]% 
Bergen op Zoom  [10-20]% [10-20]% [20-30]% 
Coevorden  [10-20]% [20-30]% [30-40]% 
Emmeloord  [10-20]% [10-20]% [20-30]% 
Goes  [20-30]% [0-5]% [30-40]% 
Goor  [20-30]% [10-20]% [30-40]% 
Groningen  [5-10]% [20-30]% [30-40]% 
Hengelo  [10-20]% [10-20]% [20-30]% 
Kampen  [10-20]% [10-20]% [30-40]% 
Leeuwarden  [5-10]% [20-30]% [30-40]% 
Nieuwleusen  [20-30]% [10-20]% [30-40]% 
O ldenzaal  [10-20]% [10-20]% [20-30]% 
Raalte  [20-30]% [10-20]% [30-40]% 
Rijssen  [20-30]% [10-20]% [40-50]% 
Vriezenveen  [20-30]% [10-20]% [40-50]% 
Wolvega  [10-20]% [10-20]% [30-40]% 
Zutphen  [10-20]% [10-20]% [20-30]% 
Zwolle  [10-20]% [10-20]% [30-40]% 
Source: Parties' best estimates