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, 30.3.2022  
C(2022 ) 2130 final  
PUBLIC VERSION  
 
Stellantis N.V.  
Singaporestraat 92 -100  
1175 RA Lijnden  
The Netherland s 
 
Saft  
26, quai Charles Pasqua  
92300 Levallois -Perret  
France  
 
Daimler AG  
Mercedesstraße 120  
70372 Stuttgart  
Germany  
Subject : Case M. 10524 – MERCEDES BENZ / TOTALENERGIES / 
STELLANTIS / ACC  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economi c 
Area2 
                                                 
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’).  
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information omitted has been replaced by 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  
Dear Sir or Madam,  
(1) On 23 February 2022 the Commission received notification of a proposed 
concentration pursuant to Article  4 of Council Regulation (EC) No  139/2004 by 
which Mercedes -Benz AG (“Mercedes -Benz”, Germany), Stellantis N.V. 
(“Stellantis ”, the Netherlands) and TotalEnergies SE (“TotalEnergies”, France) will 
acquire within the meaning of Article 3(1)(b) and Article 3 (4) of the Merger 
Regulation joint control of Automotive Cells Company SE (“ACC”  or the “Target” , 
France) by way of purchase of shares (the “Transaction”) .3 Mercedes -Benz , 
Stellantis  and TotalEnergies  are designated hereinafter as the “Notifying parties ” 
and, together with ACC, as the “Parties ”. 
1. THE  PARTIE S  
(2) Mercedes -Benz is an automotive original equipment manufacturer (“OEM”) and 
dealer of motor vehicles, comprising passenger cars (“PCs”) as well as light 
commercial vehicles (“LCVs”) and heavy -duty vehicles, under the brands 
BharatBenz, Freightliner, FUSO, M ercedes -Benz, Setra, Thomas Built Buses and 
Western Star. Mercedes -Benz is part of the Daimler Group  (“Daimler”) .  
(3) Stellantis is an automotive OEM and dealer of motor vehicles, comprising PCs as 
well as LCVs, under the brands Abarth, Alfa Romeo, Chrysler, Citroën, Dodge, DS, 
Fiat, Fiat Professional, Jeep, Lancia, Opel, Peugeot, Ram and Vauxhall.   
(4) TotalEnergies is an international integrated broad energy company active mainly in 
the oil and gas sector as well as in renewable energies. Its subsidiary Saft EV SAS 
(“Saft”) designs, develops, and manufactures advanced industrial batteries for a wide 
range of civil and military applications.  
(5) ACC develops, manufactures and supplies lithium -ion (“Li -ion”) cells and modules 
mainly for the automotive industry . Electri c batteries are composed of multiple 
modules, each consisting of a number of cells .4 ACC  is currently (pre -Transaction) 
jointly controlled by TotalEnergies (through Saft) and Stellantis.   
2. THE  CONCE NTRATION  
(6) The concentration consists of the acquisition of j oint control by Daimler , Stellantis 
and TotalEnergies over the Target through the acquisition by Mercedes -Benz of 
[share capital of the JV]  of the share capital and voting rights of the Target by means 
of a capital increase against subscription of new shares. Mercedes -Benz, Stellantis 
and Saft will thereafter hold [share capital of the JV] % of ACC’s shares respectively.  
                                                 
3  Publication in th e Official Journal of the European Union No C 102 , 2.3.2022, p. 6.  
4  Form CO, paragraph 180.  
 
 
3 2.1. Joint control  
(7) Prior to  the Transaction, Saft and Stellantis each hold [share capital of the JV]  of the 
share capital and the voting rights of the Target, and currently jointly control it.5 
Post-Transaction, [management of the JV] . 
(8) The management of the Target will remain superv ised by a Board of [management 
of the JV]  Directors. Each of the Notifying p arties will appoint [management of the 
JV] Directors. According to the Term -Sheet some decisions will be adopted 
unanimously by the Directors by reference to the Existing SHA [mana gement of the 
JV]. Such decisions will only be approved following the joint agreement of Saft, 
Stellantis and Mercedes -Benz who, therefore, will jointly control the Target.  
2.2. Full-functionality of the Target  
(9) The Commission previously found that ACC  constitut es a joint venture performing 
on a lasting basis all the functions of an autonomous economic entity (so -called full -
function joint venture) .6  
(10) The Commission’s previous finding is not altered by the joining of Mercedes -Benz 
as an additional shareholder. In particular, the JV will still have a market presen ce 
that goes beyond its parents’  activities. In this regard, i t is foreseen that  the supply 
agreements with both  Mercedes -Benz  and Stellantis cover only part of ACC’s total 
capacity .7 The Notifying p arties further submit that Daimler’s and Stellantis’ supply 
agreements will represent, at least in the near - to mid -term and by [year of 
production]  in any event, a maximum of [percentage of production capacity] % of 
ACC’s production capacity and that at least [percentage of production capacity] % of 
ACC’s capacity will be used to address the needs of other OEMs.  In addition, 
[market price and conditions] .8  
(11) The Transaction therefore constitutes a concentration within the meaning of Article 
3(1)(b) and Article 3  (4) of the Merger Regulation.  
3. UNION  DIME NSION  
(12) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million (Daimler: [turnover] ; Stellantis: [turnover] ; TotalEnergies: 
[turnover] ; ACC: [turnover] ). Three of them ha ve an EU -wide turnover in excess of 
EUR 250 million (Daimler: [turnover] ; Stellantis: [turnover] ; TotalEnergies: 
                                                 
5 The management of ACC is supervised by a Board of [management of the JV]  directors (the "Board"). 
[management of the JV]  Directors are appointed among the cand idates proposed by Saft and [management 
of the JV]  Directors are appointed among the candidates proposed by PSA Automobiles S.A. (“PSA”) / 
Opel Automobile GmbH (“Opel”) (i.e. Stellantis). Under the existing shareholders’ agreement signed on 
[date of signat ure] between Opel, PSA and Saft, a number of decisions shall be adopted unanimously by 
the Directors. This includes, in particular: [management of the JV] . These decisions can only be adopted 
following the joint agreement of Saft and Stellantis. Therefore,  ACC is currently jointly controlled by 
Stellantis and Saft (itself solely controlled by TotalEnergies). The joint control of Saft and Stellantis over 
the Target has been confirmed by the Commission in its M.9479 PSA/SAFT/ACC decision.  
6  M.9479 – PSA / SA FT / ACC , paragraphs 8 -11.  
7  Form CO, paragraphs 115 et seq . 
8  Form CO, paragraph 115.  
 
 
4 [turnover] ), but not each of the undertakings concerned achieves more than two -
thirds of its aggregate EU -wide turnover within one and the same  Member State. The 
concentration  therefore has an EU dimension within the meaning of Article 1(2) of 
the Merger Regulation.  
4. RE LE VANT MARKE TS  
(13) Batteries can be supplied in various forms or compositions, depending on the 
customer’s requirements. In automotive and industrial applications, batteries are 
typically installed in the form of modules and packs. To put it simply, cells, modules 
and packs are units of battery components, whereby cells are the basic and packs the 
most complex units. A cluster of battery cells9 make up a battery module ,10 and a 
cluster of modules make up a battery pack (also called battery system) .11 
(14) The Target operates in France and Germany and focuses on the development, 
manufacturing and supply of cells and modules (using the L i-ion chemistry only) on 
a large scale, i.e. designed for mass production mainly for the automotive industry. 
The Target does not manufacture battery packs (or systems ). The cells and modules 
of the Target can be used for various applications in the automo tive sector (PCs and 
LCVs) including Battery Electric Vehicles (“BEVs”), Plug -in Hybrid Vehicle s 
(“PHEVs”) and Mild Hybrid Electric Vehicle s (“MHEVs”) as well as 12V Starter, 
Lighting and Ignition (“SLI”) batteries. The Target may also manufacture cells an d 
modules for non -automotive applications (so -called industrial applications), and 
these activities will represent less than [percentage of production  capacity] % of 
ACC’s total capacity.  
4.1. Manu facture and supply of battery  cells and modules  
4.1.1.  Product market  
4.1.1.1.  The Commission’s decisional practice  
(15) In previous decisions,12 the Commission has distinguished between “primary” (also 
known as disposable) and “secondary” (also known as rechargeable) batteries. 
Within rechargeable batteries, the Commission has previously di fferentiated the 
market into three separate product markets:13 (i) portable batteries; (ii) heavy -duty 
industrial batteries; and (iii) automotive batteries.  
                                                 
9  Battery cells are the basic units of Li -ion batteries consisting of separated cathode, anode and electrolytes.  
10  Battery modules are assemblies of multiple cells in a frame combining a set number of cells to protect the 
cells from external shocks, heat or vibration.  
11 Battery systems are assemblies of multiple modules managed by an electronic control unit that is ca lled a 
battery management system. Such systems may entail ancillary equipment such as complementary thermal 
management, fire -detection and suppression systems, remote communication and diagnostic appliances. 
See, e.g., M.5421 - Panasonic/Sanyo , paragraph 1 08. 
12  M.8988 - Energizer/Spectrum Brands (battery and portable lighting business) ; M.8425 - Safran/Zodiac 
Aerospace ; M.7655 - Berkshire Hathaway/the Duracell Business ; M.5421 - Panasonic/Sanyo ; M.5227 - 
Robert Bosch/Samsung/JV ; M.2705 - Enersys/Invensys ; M.836 - Gillette/Duracell ; M.9479 - PSA / SAFT / 
ACC . 
13  M.5421 - Panasonic/Sanyo , paragraph 12.  
 
 
5 (16) The Commission has considered, but ultimately left open, whether this market 
should be further segm ented into the supply (i) of modules (consisting of a number 
of cells) or (ii) integrated into a battery pack (or system) .14 
(17) The Commission has also previously indicated a possible distinction for automotive 
batteries by cell technology ( e.g., Li-ion or NiMH15), which was ultimately left 
open.16  
4.1.1.2.  The Notifying parties’ view  
(18) The Notifying p arties submit that the effects of the Transaction should be assessed 
on the narrowest -possible relevant market, i.e. the manufacture and supply of cells 
and modules (exclu ding battery systems), noting that most OEMs currently purchase 
cells or modules but do not purchase battery systems and rather do their own 
integration into battery systems.  
(19) With regard to a possible segmentation according to their use for different 
applications, the Notifying p arties submit that battery cells and modules for the 
automotive industry need to meet specific requirements (particularly in terms of 
volume, energy, density, etc.) which warrant a differentiation with other applications 
(e.g. indu strial). The Target will generate almost its entire turnover supplying the 
automotive industry and, therefore, the Notifying p arties submit that the effects of 
the Transaction should be assessed in (i)  a separate product market for the 
manufacture and supp ly of battery cells and modules for automotive applications 
(PCs/LCVs),17 and (ii) a separate product market for the manufacture and supply of 
battery cells and modules for other industrial clients ( i.e. non-automotive).  
(20) With regard to a possible segmentati on according to the different technologies used 
for the manufacture of cells and modules, the Notifying p arties submit that the 
effects of the Transaction should be assessed in a product market for the manufacture 
and supply of cells and modules for automo tive applications without any further 
segmentation based on the technology. In this regard, the Notifying p arties submit 
that, as recalled in the Commission’s past decisions,18 almost all cells and modules 
manufacturers use Li -ion technology and that Li -ion cells are expected to constitute 
the technology of choice for the next decade.19 The Notifying p arties submit that the 
other remaining technology (NiMH) is now marginal and is used only by a very 
limited number of manufacturers, and that therefore a distin ction according to the 
technology used does not appear relevant.  
                                                 
14  M.5421 - Panasonic/Sanyo , paragraph 116.  
15  Nickel -metal hydride.  
16  M.5421 - Panasonic/Sanyo , paragraph 116.  
17 The Parties also submit that, in the autom otive sector, there are technological evolutions that may result in 
a “cell to pack” approach where cells could be directly supplied to automotive OEMs. Therefore, cells and 
modules will be increasingly substitutable and there is, therefore, no need to ret ain two separate markets 
for cells and modules in the automotive sector.  
18 See Cases M.5421 - Panasonic / Sanyo  and M.5227 - Robert Bosch / Samsung / JV . 
19 In the area of non -automotive applications, the Parties also propose a product market definition wit hout 
distinguishing by the technology used. According to the Parties, from the demand point of view, lead -acid 
batteries are substitutable to electric batteries using other technologies and that, in any event, the Target 
will generate only a very limited p art of its total turnover through sales to non -automotive clients.  
 
 
6 4.1.1.3.  Results of the market investigation and the Commission ’s assessment  
(21) The majority of respondents  to the market investigation confirmed the distinction 
between the manufacture and sale of battery cells and modules, on the one hand, and 
of battery packs or systems, on the other hand .20 The majority of automotive 
customers of battery cells and modules responding to the market invest igation 
further confirmed that a distinction by cell technology ( i.e. between Li -ion and 
NiMH) is not warranted due to the marginal role that NiMH technology plays today. 
The results of the market investigation w ere inconclusive as to any possible further 
segmentation.  
(22) In any case, as the activities of ACC  in the market for the man ufacture and supply of 
battery cells and modules for the automotive sector under any plausible product 
market definition or sub -segment (between modules and cells versus integrat ed 
battery packs, Li -ion versus N iMH batteries)  will remain below 20%, the 
Commission considers that for the purposes of the present decision, the precise 
market definition  can be left open, since the Transaction  does not raise serious 
doubts as to its com patibility with the internal market or the functioning of the EEA 
Agreement, under any plausible product market definition.  
(23) Since ACC will only be active in the manufacture and supply of battery cells and 
modules (excluding battery systems) using Li -ion te chnology, the Commission will 
analyse the market for the manufacture and supply of battery cells and modules 
(excluding battery systems) using Li -ion technology as the nar rowest plausible 
product market leading to vertically affected markets .  
4.1.2.  Geographic market  
(24) In previous decisions, the Commission had left the geographic definition open with 
regard to the markets for cells and modules, indicating that these could be worldwide 
or EEA -wide.21 
(25) The Notifying p arties consider that the markets for the manufacture and supply of 
battery  cells and mod ules for the automotive sector and for the non -automotive 
sector should be assessed at worldwide level in light of both supply -side and 
demand -side considerations.22 The Notify ing p arties therefore suggest conducting 
the assessment on potential worldwide markets for both automotive and non -
automotive battery  cells and modules. In any event, the Notifying p arties also 
provided information for potential EEA -wide market s. 
                                                 
20  The market investigation also confirmed that fuel cell systems do not form part of the market for electric 
battery packs or cells and modules.  
21  M.5421 – Panasonic/Sanyo ; M.7655 – Berk shire Hathaway/the Duracell Business ; M.9479 - PSA / SAFT 
/ ACC.  
22 The Parties submit that manufacturers are active on a global basis, production plants are mainly based in 
Asia, relative transport costs are low (around [percentage of purchase price] %), OEMs source on a 
worldwide  basis (global Requests for Quotations (“RFQs”)), etc.  
 
 
7 (26) In this r egard, the results of the market investigation were inconclusive, although a 
number of respondents provided  elements which indicate potentially EEA -wide 
markets for the manufacture and supply of battery cells and modules.23 
(27) The Commission considers that  for the purposes of the present decision, it can be left 
open whether the market s for the manufacture and supply of battery  cells and 
modules are worldwide or EEA -wide, since the activities of the Parties will remain 
below 20% and t he Transaction does  not rai se serious doubts as to its compatibility 
with the internal market or the functioning of the EEA Agreement, under any 
plausible geographic market definition.  
4.2. Manufacture and supply of passenger cars and light commercial vehicles  
4.2.1.  Product market  
(28) In previous decisions , the Commission has considered separate markets for the 
manufacturing and supply of PCs on the one hand, and LCVs on the other hand.24 
4.2.1.1.  Passenger cars  
(A) The Commission’s decisional practice  
(29) For PCs, the Commission has defined separate product markets  for (i) mini cars, 
(ii) small cars, (iii) medium cars (iv) large cars, (v) executi ve cars, (vi) luxury cars 
(vii) sport cars, (viii)  sport utility vehicles (“SUVs ”) and (ix) multipurpose 
vehicles .25 The Commission further considered a segmentation of the S UV market 
by size into separate markets for  (x) mini (A -SUVs) to (xiv) luxury (E -SUVs) 
SUVs.26 
(30) The Commission previously considered, but ultimately left open, further 
segmentations by size and weight.27 
(31) The Commission also previously considered, but ultimate ly left open , whether PCs 
overall or each vehicle segment described at paragraph (29) above should be further 
segmented by type of propulsion technology between vehicles with i nternal 
combustion engines (“ICE ”) and electric vehicles (“EVs”) .28 Within EVs, a possible 
further segmentation exists on the basis of technology, between BEVs  and hybrid 
electric vehicles  (“HEVs”) .29 The Commission has however based its compe titive 
analysis in previous cases on the different PC segments (mini cars, small cars, etc.) 
                                                 
23  Such elements include regionally different taxes and subsidies, local content requirements and supply 
chain risks for non -EEA components.  
24 See, e.g., M.8449 - Peugeot / O pel, paragraph 6; M.9360 - Daimler / Geely / JV , paragraph 14.  
25 See, e.g., M.8449 - Peugeot / Opel , paragraphs 7 -16; M.9360 - Daimler / Geely / JV , paragraph 15.  
26  M.9730 – FCA / PSA , paragraphs 1092 -1097.  
27  See, e.g., M.9479 - PSA / SAFT / ACC , paragr aph 24.  
28  M.8449 - Peugeot / Opel , paragraphs 14 -16; M.9360 – Daimler / Geely / JV , paragraph 16; M.9730 – FCA 
/ PSA , paragraph 1099.  
29  M.9479 - PSA / SAFT / ACC , paragraph 25.  
 
 
8 and, within EVs, separately on BEVs and HEVs  as the narrowest plausible market 
segments .30  
(B) The Notifying parties’ view  
(32) The Notifying p arties argue  that, given that  the Commission has not ultimately 
decided whether such segments as mentioned at paragraph (31) above should be 
markets on their own, it can be held with respect to the Transaction that  the relevant 
product market is that of PCs overall. In particular, they argue that there is no 
product characteristic on which consumer preferences or supplier technologies 
concentrate sufficiently to define an economically significant market narrower than 
an overall PCs market. In particular, the boundaries between the different segments 
by vehicle size are blurred by factors other than the size or length of cars (such 
factors include price, image and the amount of extra accessories) an d OEMs either 
supply all kind of PCs or could enter into any segment of the PCs sector.  
(33) The Notifying p arties therefore submit that  the effects of the Transaction  should  be 
assessed  on a possible market for  Low Emission Vehicles  (“LEVs ”) (including 
BEVs, HEVs and, possibly, fuel cell electric vehicles  (“FCEV s”)31) and suggest to 
leave the product market definition open given that the competitive assessment 
would be unchanged.  
(C) Results of the market investigation and the Commission ’s assess ment 
(34) Regarding a possible market for LEVs , the majority of suppliers of passenger cars 
responding to the market investigation indicated that FCEV s are not part of the same 
market as BEVs  and HEVs . The results of the market investigation remained 
inconclusi ve regarding further possible segmentations.  
(35) In light of the above, for the purposes of the present decision, the Commission 
considers that the exact market definition for the downstream market for the 
manufacture and supply of PCs and its potential sub-segments  (between different  
types of propulsion technology  and the further segmentation within EVs) can be left 
open, as the Transaction does not give rise to competition concerns under any 
plausible product market definition.  The Commission will focus  its assessment on 
the PC segment of EVs including its possible sub -segments (BEVs versus HEVs), 
since this is  the only segment in which vertical effects could arise .  
4.2.1.2.  Light commercial vehicles  
(36) The Commission’s decisional practice has distinguished for the  manufacture and 
supply of commercial vehicles between (i) light (LCVs), (ii) medium -size and (iii) 
heavy -duty commercial vehicles.32 The Commission further segmented LCVs into 
                                                 
30  M.8744 - Daimler / BMW / Car Sharing JV , paragraph 81.  
31 The Parties consider that hydrogen electric vehicles, also named fuel cell electric vehicles are part of the 
same market as other LEVs ( i.e. BEVs and HEVs). While FCEVs differ from other LEVs in that FCEVs 
produce electricity using a fuel cell powered by hydrogen (rat her than drawing electricity from a battery), 
FCEVs use the same batteries as certain other LEVs. In any case, the competitive assessment would be 
unchanged given that the commercialisation of FCEVs is still nascent and the volume of vehicles 
registered is  not significant. [Information  on supply of FCEVs] . 
32 See M.8449 - Peugeot / Opel  and M.6267 - Volkswagen / Man . 
 
 
9 (i) small LCVs up to 3.5 tonnes, (ii) medium LCVs up to 3.5 tonnes,  (iii) large LCVs  
up to 3.5 tonnes, (iv) LCVs between 3.5 and 6 tonnes and (v) large LCVs and large 
LCVs above 3.5 tonnes combined ,33 and considered that pick -up trucks were not part 
of the same pro duct market as LCVs .34 Regarding electric LCVs, the Commission 
considered  in previous decisions that it was unnecessary to further sub -segment 
LCVs markets between LEVs and ICEs.35 
(37) The Notifying p arties suggest retaining a market encompassing LCVs  up to 3.5 
tonnes  without further segmentation.  
(38) The results of the market investig ation remained inconclusive as to a possible 
segmentation of LCV by type of propulsion technology (BEV and ICE), while the 
majority of respondents to the market investigation confirmed that a segmentation 
was not warranted for electric  LCVs with regard to the size or loading capacity of 
LCV s.36 
(39) The Commission considers that  for the purpose of the present decision,  the exact 
market definition for the downstream market for the manufacture and supply of 
LCVs  and its potential sub -segments  (in particular by type of propulsion technology ) 
can be left open, as the Transaction does not give rise to competition concerns under 
any plausible product market definition.  The Commission will focus its assessment 
on the LCV segment of EVs , including its possible sub -segment s (BEVs versus 
HEVs), as this is the only segment in which vertical  effects could arise.  
4.2.2.  Geographic market  
(40) The Commission has considered  the markets  for the manufacturing and supply of 
(i) PCs and (ii)  LCVs to be national in scope .37  
(41) The Notifying p arties suggest leaving the geographic market definition open and 
provided market information at national level.  
(42) In light of the above, for the purposes of the present decision, it can be left open 
whether the markets for the manufacture and supply of passenger ca rs and light 
commercial vehicles are EEA -wide or national in scope, 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 plausible geographic market 
definiti on. 
                                                 
33  M.9730 - FCA / PSA , paragraph 164.  
34  M.9730 - FCA / PSA , paragraph 36.  
35  M.9730 - FCA / PSA , paragraph 34.  
36  One customer noted that “[i] n general, LCV  […] share the platform, therefore, no need to segment  [them] 
in terms of sourcing of battery cells and modules. ” Another customer indicated that same cell 
manufacturer would be capable of offering cells and modules across LCV segments but th at the specific 
design of the modules depended on project -specificities and use cases.  
37 M.9730 - FCA / PSA , paragraphs 159 and 1104.  
 
 
10 5. COMPE TITIVE ASSE SSME N T 
5.1. Affected markets  
(43) The Transaction does not lead to any horizontally affected markets. Daimler and 
Stellantis do not manufacture or supply cells and modules for third -party OEMs  and, 
therefore, do not overlap on a market with ACC’s activities .38  
(44) The Transaction leads  to a merger -specific vertical relationship between the possible 
upstream market for the manufacture and supply of battery  cells and modules for the 
automotive sector  using Li -ion technology , where the Target is active, and the 
downstream markets for the manufacture and supply of PCs and LCVs, where 
Daimler and Stellantis are active.  
(45) At the upstream level, the Target will only start commercialising its automotive cell s 
and modules in 2023, and its total production capacity of cells and modules for 
automotive applications will remain limited compared to its competitors. Given the 
uncertainty around the Target’s production capacity increase in the next years, the 
Notifyi ng p arties provided market shares estimates based on both (i) the Target ’s 
expected production capacity pre -Transaction  and (ii)  the Target’s current expected 
production capacity  post-Transaction . The estimated projected market shares in both 
scenarios are  [10-20]% or below both i n 2025 and 2030 on an EEA -wide level . 
Moreover, a number of competitors have announced the creation or extension of a 
number of battery plants at EU or worldwide level until 2030.  
(46) At the downstream level, Daimler’s and Stellantis’ individual market shares for EVs 
for the period of 2018 -2020 are significantly below 30% both at EEA -wide and at 
national level . The Notifying parties  submit that Daimler’s and Stellantis’ individual 
market shares would not exceed 30% under any possible sub -segmentation for EVs 
(neither in BEV , nor  in HEV , nor by vehicle size according to  the segments 
applicable to the overall PC and LCV market s) in 2020 [duration] . 
(47) Regarding PCs and LCVs ov erall and on the basis of the Commission’s previous 
segmentation by size of PCs ( i.e., mini cars, small cars, medium cars , etc.) and by 
weight of LCVs ( e.g., small, medium and large LCVs up to 3.5 tonnes , etc. ), 
Daimler’s and Stellantis’ individual market share s for the period of 2018 -2020 
respectively exceed  30% for a limited number of markets in a limited number of  
Member States as well as  at EEA -level, leading to vertically affected markets in the 
relevant areas.39  
                                                 
38  While Stellantis does not manufacture cells and modules for automotive batteries , see M.9479 - PSA / 
SAFT / ACC , parag raph 36 , [information  on Daimler’s sourcing strategy for cells and modules] . Both 
Stellantis and Daimler therefore cannot be considered to be active on the market for the manufacture and 
supply of battery cells and modules.  The Parties’ activities potentially overlap in the market for the 
manufacture and supply of battery cells and modules for industrial ( i.e. non-automotive) applications, 
where ACC is active, as Saft manufactures industrial battery cells and modules, albeit only for captive 
use. Th is potential relationship is not merger -specific and is therefore not further assessed in this case. In 
any event, this potential relationship would not lead to an affected market, as the Notifying parties 
estimate their combined share to be below 5% under  any plausible market definition, see M.9479 - PSA / 
SAFT / ACC , footnote 25.  
39  Out of more than 480 national markets by size and weight of PCs and LCVs in the EEA, Daimler’s market 
shares in 2020 exceed ed 30% only in [number]  national markets in [list of  segments] . Stellantis’ market 
 
 
 
11 5.2. Vertical relationship with regard to th e supply of battery cells and modules to 
vehicle manufacturers  
(48) According to the Commission’s Guidelines on the assessment of non -horizontal 
mergers under the Council Regulation on the control of concentrations between 
undertakings40 (‘Non -horizontal Merger Guidelines’), foreclosure effects may occur 
where actual or potential rivals’ access to supplies or markets is hampered or 
eliminated as a result of the merger, thereby reducing these companies’ ability and/or 
incentive to compete.  
5.2.1.  No input foreclosure  
(49) Input foreclosure arises where, post -merger, the new entity would be likely to restrict 
access to the products that it would have otherwise supplied absent the merger, 
thereby raising its downstream rival ’s costs by making it harder for them to obtain 
suppli es of the input under similar prices and conditions as in the absen ce of  the 
merger.  
(50) In assessing the likelihood of an anticompetitive input foreclosure scenario, the 
Commission examines, first, whether the merged entity would have, post -merger, the 
ability to substantially foreclose access to inputs, second, whether it would have the 
incentive to do so, and third, whether a foreclosure strategy would have a significant 
detrimental effect on competition downstream.  
(51) The Notifying parties  submit that the Targ et will have no ability to foreclose access 
to inputs, and there would be no anticompetitive effect from any such attempt to 
foreclose downstream rivals’ access to ACC’s battery cells and modules, due to the 
Target’s low market shares and readily available  alternative supplies from strong and 
established competitors in the battery cells and modules market. They further submit 
that the Target will have no incentive to foreclose access to its battery cells and 
modules as this would significantly reduce the Ta rget’s revenues from third -party 
sales, contrary to the commercial interests of its third shareholder , Saft.41  
(52) The Commission considers that the Target will not have the ability or incentive to 
exclude competitors of Daimler and of Stellantis from access to battery cells and 
modules for automotive applications . 
(53) In the vast majority of PC and LCV markets , nationally and at EEA -level, Daimler 
and Stellantis  have individual market shares below 30%. Only if accounting for 
combustion vehicles and EVs combined , their individual market shares exceed 30% 
in a small number of markets due to Daimler’s and Stellantis’  historic position in 
ICE technology  (which does not use the Target’s inputs) . As noted in paragraph (46) 
above, in a hypothetical market encompassing EVs only (for which the Target’s 
input is actually relevant), the Transaction  would not lead to any affected market, 
given Daimler and Stellantis’ mode rate market shares in that area (see also 
                                                                                                                                                      
shares exceeded 30% in [number]  national markets primarily in [list of segments] . In LCVs, Stellantis’ 
market shares exceeded 30% in [number]  national markets for [list of segments] . At the broader level, 
Stellantis’ market s hares exceeded 30% only in [number]  national markets for [list of segments]  and in 
[number]  national markets for [list of segments] . Form CO, Annex 6 -1-2. 
40  OJ C 265, 18.10.2008 . 
41  Form CO, paragraphs 336 -344. 
 
 
12 paragraph (61) below). In any event, even if a wider market including both 
combustion vehicles and EVs is c onsidered, Daimler’s market position  downstream 
is unlikely to lead  to anticompetitive foreclosure  of rival OEMs from battery cells 
and modules .42 
(54) First , since the Target’s cells and modules will only be an input for EVs, vertical 
effects could only arise in the possible markets for LEVs, or BEVs more specifically  
(on which Daimler’s shares are very low) or on the electric segment of a  broader  
market for both vehicles with combustion and vehicles with electric propulsion 
systems  (which forms a small proportion of Daimler’s sales of PCs and LCVs). 
Moreover, the Target would have market shares significantly below 30% on its 
related upstream market  ([0-5]% in 2020, about or below [0-5]% over the course of 
2025 -2030 worldwide and [10-20]% over the course of 2025 -2030 at EEA -wide 
level) . 
(55) Second , the supply agreements between  the Target  and Daimler and Stellantis will 
only cover a maximum of [percentage of manufacture  capacity] % of the Target’s  
supplies as from  2028  and [information on the commercial strategy of the JV] .43 A 
foreclosure strategy would therefore reduce ACC’s projected revenues.  
(56) Third , the fact that Saft is one of the controlling shareholders of ACC guarantees that 
commercial decisions are ma de only in the in terest of ACC and, therefore, that sales 
of cells and/or modules to Daimler and Stellantis will not be made below normal 
market conditions.  Moreover, it is the Notifying parties’  declared intention  that 
ACC’s production would not be entirely dedicated to S tellantis and Daimler , as 
described at paragraph (55) above . 
(57) Fourth , any attempt to restrict access to the Target’s input would not be recouped 
and have  limited effec ts on the downstream market . This is due to the fact that even 
when the Target will have reached its full production capacity, it will still only 
supply a very small part of the market . The results of the market investigation indeed 
confirmed that importan t competitors such as LG Chem, CATL, Panasonic, BYD, 
SK Innovation, Northvolt , Samsung SDI, many of which are well -established 
suppliers with significant production capacity and ongoing supply relationships with 
the largest automotive OEMs,  and new entrants such as Verkor  would constitute 
sufficient alternative sources of supply for other automotive OEMs competing with 
Daimler and Stellantis.44 
(58) Finally, the majority of respondents to the market investigation consider the impact 
of the Transaction  to be neutral .45 
                                                 
42  In addition, Stellantis ’ market position downstream as such does not lead to anticompetitive foreclosure as 
the vertical relationship with the Target does not change post -Transaction.  
43  [Information  on the commercial strategy of the JV] . Form CO, paragraph 133.  
44  For instance, one customer note d that “[t]here are enough competitors on the market to purchase batteries, 
cells and modules from.” Question 18.1 of questionnaire Q1 to customers.  
45  In terms of impact on innovation and strategic supply -chain considerations, a large number of respondent s 
even consider the impact of the Transaction to be positive.  
 
 
13 5.2.2.  No customer foreclosure  
(59) Customer foreclosure may occur when a supplier integrates with an important 
customer in the downstream market. Because of this downstream presence, the 
merged entity may foreclose access to a sufficient c ustomer base to its actual or 
potential rivals in the upstream market (the input market) and reduce their ability or 
incentive to compete.  
(60) In assessing the likelihood of an anticompetitive customer foreclosure scenario, the 
Commission examines, first, whet her the merged entity would have the ability to 
foreclose access to downstream markets by reducing its purchases from its upstream 
rivals, second, whether it would have the incentive to reduce its purchases upstream, 
and third, whether a foreclosure strate gy would have a significant detrimental effect 
on consumers in the downstream market.  
(61) The Notifying parties  submit that Daimler and Stellantis will have no ability to 
foreclose upstream rivals ’ access to customers, as both parties’ share of BEV and 
HEV sol d in the EEA are very low (Daimler: less than  [0-5]% for BEV, less than [0-
5]% for HEV and less than [0-5]% for LEV combined; Stellantis: less than [10-20]% 
for BEV, less than  [5-10]% for HEV and less than  [5-10]% for LEV combined). The 
Notifying parties  further submit that Daimler and Stellantis will have no incentive to 
foreclose upstream rivals’ from supplying battery cells and modules for Daimler’s 
and Stellantis’  use in the production of LEVs, as this would be contrary to  both 
parties’ current multi -sourcing strategy  and their commercial interests of remaining 
independent of individual component suppliers. Finally, the Notifying parties  submit 
that there would be no anticompetitive effect from any such attempt to foreclose 
upstream rivals’ access to au tomotive customers, due to  the large number of 
competitors in the market for PCs and LCVs and any segments thereof. As the 
relationship between Stellantis and the Target is not merger -specific, it is therefore 
not further assessed in this case.  
(62) Firstly , neither Daimler nor Stellantis will have the ability to foreclose the 
competitors of ACC given that neither Daimler nor Stellantis represent important 
customer for battery cells and modules on the downstream market, in particular for 
LEVs. Daimler and Stellantis have very low market shares for LEVs in the EEA , as 
noted in paragraph (61), and these market shares are expected to remain largely 
below 30% in 2025.46  
(63) Secondly , Daimler and Stellantis currently purchase battery cells and modules from 
several manufacturers . Automotive OEMs commonly apply a  multi-sourcing 
strategy for their purchases of cells and modules. As Daimler and Stellantis will 
purchase the cells and modules from ACC at market conditions, they will therefore 
have no interest in purchasing cells and modules exclusively from  ACC , also in 
order not to be locked in with a single supplier.  
(64) Third , such a foreclosure strategy woul d have limited effects in the market, since  
Daimler and Stellantis continue to  face numerous rival OEMs  who are actual or 
potential customers for the Target ’s competitors. Those include  BMW, Ford, Geely, 
Honda, Hyundai, Renault -Nissan, Tesla, Toyota, Volks wagen and others, whose 
                                                 
46  Form CO, Tables 6 -5-a, 6-5-b and 6 -5-c, and paragraph 321.  
 
 
14 growing demand will meet the offer of the upstream undertakings competing with 
ACC.   
(65) Finally, as noted above,47 the majority of respondents to the market investigation 
consider the impact of the Transaction to  be neutral . 
(66) Therefore, the Commission considers that the Parties will not have the ability or 
incentive to exclude competitors of the Target from access to Daimler  or Stellantis as 
customer s and that, in any event, any such attempt to foreclose access by the 
Target’s competitors  to Daimler or Stellantis as customers would have limited 
effects in the market.  
6. CONCLUSION  
(67) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
 
                                                 
47  See paragraph (58) above.