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,  06.08.2018  
C(2018 ) 5463 f inal 
  
 
 
 
To the Notifying Party  
 
Subject : Case M. 8949  – Tenneco  / Federal Mogul  
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 3 July 2018 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which  Tenneco 
Inc. ("Tenneco", USA) acquires  within the meaning of Article 3(1)(b) of the 
Merger Regulatio n sole control of the whole of Federal -Mogul ("FDML", 
USA).3 Tenneco  and FDML  are designated hereinafter as the "Parties ", and 
Tenneco individually as the "Notifying Party".  
1. THE PARTIES  
(2) Tenneco manufactures and distributes components for motor vehicles, in  
particular clean air and ride performance products, for both original equipment 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( 'TFEU ') has introduced certain changes, such as the 
replacement of  'Commu nity' by 'Union ' and 'common market ' by 'internal market '. The terminology of 
the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 243, 11.07.2018, p. 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omitted has been replaced by ranges of figures or a 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.   
PUBLIC VERSION  
 
2 manufacturers  ("OEM")  and the repair and replacement independent 
aftermarkets ("IAM") worldwide.  
(3) Federal -Mogul manufactures and supplies  components for motor vehicles, rail 
and other applications, in particular engine, transmission and driveline 
components as well as brake friction material, chassis components, sealing 
components and wiper products worldwide . 
2. THE OPERATION  
(4) Under the terms of the  Membership Interest Purchase Agreement, dated 10 
April 2018, Tenneco will acquire all  of the issued and outstanding  membership 
interests of FDML ("the Transaction").  
3. THE CONCENTRATION  
(5) The Transaction represents an acquisition of sole control within the meaning of 
Article 3(1)(b) of the Merger Regulation  by Tenneco over FDML . 
4. EU DIMENSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 m illion4 (Tenneco: 8 207 million, Federal -Mogul: EUR 6 
968 million ). Each of them ha s an EU-wide turnover in excess of EUR 250 
million  (Tenneco: EUR […] million, Federal -Mogul : EUR […] million), but 
they do not achieve more than two -thirds of their aggregate EU-wide turnover 
within one and the same Member State.  
(7) The notified operation therefore has a n EU dimension  within the meaning of 
Article 1(2) of the Merger Regulation . 
5. MARKET DEFINITION  
(8) The Transaction involves the manufacturing and supply of various automotive 
components sector where b oth Parties are active . 
Market  for the manufacturing and supply of automotive components   
5.1. Product market definition  
(9) The Commission has in the past defined the manufacturing  and supply of 
automotive components as a separate product market on a product -by-product 
basis (each indivi dual automotive component constituting a separate product 
market).5  
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission  
Consolidated Jurisdictional Notice.  
5  See e.g. Case COMP/M.8198 – Alliance Automotive Group/ FPS Distribution (belts); Case 
COMP/M.7420 – ZF / TRW (chassis components, shock absorbers, steering components and others); 
 
 
3 (10) The Commission has further segmented the relevant markets  by reference to:  (i) 
the vehicles for which the product is supplied, distinguishing between (a) 
components for light vehicles (“L Vs”), including passenger cars and light 
commercial vehicles, and  (b) heavy commercial vehicles (“HCVs”)6, and (ii) the 
distribution channel  to which the product is supplied , distinguishing between (a) 
product s for the OEM, including products for the origi nal equipment services 
("OES") , and (b) products for the  IAM.7 
(11) The Parties do  not contest the C ommission's case practice  which is therefore 
retained for this case . With regard to all product markets except bushings, axial 
joints and strut mounts (which were not part of the precedent), the market 
definitions cons idered in the present case are the same narrowest plausible 
relevant market definitions that were considered in COMP/M.7420 - ZF/ TRW , 
the most relevant precedent with regard to the products subje ct to this 
Transaction. On this basis , the Parties submit  that the Transaction leads to 
affected markets  only on the following eight  product markets:8  
Control arms for LVs in the  IAM 
(12) Control arms are connecters, which attach to a vehicle’s rigid frame, i. e. chassis 
at one end and the wheel at the other. Control arms “control” the up and down 
movement of a vehicle’s wheels, for example when the vehicle goes over a 
bump on the road surface. They  allow the wheel to move up and down while 
preventing forward an d rearward movement, and supporting the vehicle against 
braking and cornering forces.  
Ball joints  for LVs in the IAM  
(13) Suspension ball joints form part of the connection between the wheels of a 
vehicle and the chassis. Suspension ball joints allow a wheel to  pivot during 
turning, while remaining securely fixed to the vehicle’s chassis. Suspension ball 
joints are connected to control arms, which are connected to the chassis frame.  
Bushings  for LVs in the IAM  
(14) A bush or bushing provides an interface between two parts, damping the energy 
transmitted through the bushing. A common application is in vehicle suspension 
systems, where a bushing made of rubber (or, more often, synthetic rubber or 
polyurethane) separate s the faces of two metal objects while allowing a certain 
degree of movement.  
                                                                                                                                                 
Case COMP/M.7400 – Federal -Mogul Corporation/ TRW Engine Components (engine valves); Case 
COMP/M.4456 Mahle / Dana EPG (connecting rod bearings and pistons rings); COMP/M.3972  - TRW 
Automotive / Dalphi Metal Espana (airbags and steering wheels); COMP/M.2535, Sogefi / Filtrauto 
(filters); COMP/M.2939, JCI / Bosch / VB Autobatterien JV (starter batteries).  
6  See e.g. Case COMP/M.8198 – Alliance Automotive Group/ FPS Distribution ; Case COMP/M.7400 – 
Federal -Mogul Corporation/ TRW Engine Components.  
7  See e.g. Case COMP/M.8198 – Alliance Automotive Group/ FPS Distribution; Case COMP/M.7420 - 
ZF/ TRW , Case COMP/M.7400 – Federal -Mogul Corporation/ TRW Engine Components . 
8  With regar d to all product markets except bushings, axial joints and strut mounts (which were not part 
of the precedent), the market definitions considered in the present case are either the same narrowest 
plausible relevant market definitions that were considered i n COMP/M.7420 - ZF/ TRW  or even 
narrower.  
 
4 Tie rod ends  for LVs in the IAM  
(15) Tie rod ends (also referred to as “outer tie rods”) are the connection between the 
axial joint and the wheels, transmitting force from the steer ing gear, which 
amplifies the steering command received from the driver’s wheel, to the steering 
knuckle or hub upon which the wheel is mounted. It is one of the major pivots in 
the steering system, causing the wheels to turn.  
Axial joints  for LVs in the I AM 
(16) Axial joints (also referred to as “inner tie rods” or “axial rods”) are steering 
parts that form the connection between the steering rack/gear and tie rod end. 
They transmit axial forces to the tie rod end and allow the wheels to turn.  
Complete tie rod s for LVs in the IAM  
(17) Tie rods are rigid connectors forming the link between the individual wheels and 
the steering control mechanism. A conventional tie rod is essentially straight, 
and has ball joints at each end. Tie rods are responsible for transferring steering 
commands to the wheels and ensuring that the wheels turn together.  
Stabiliser links for LVs in the IAM  
(18) Stabiliser links connect wheels on opposite sides of a vehicle and force the 
wheels and suspension to rise or fall to roughly the same height when cornering. 
This ensures that the sides of the vehicle move up and down together, instead of 
independently (i.e., “swaying”), which could compromise a vehicle’s handling 
and stability.  
Strut mounts for LVs in the IAM  
(19) Strut mounts attach the suspension strut to the body of the vehicle. Strut mounts 
are rubber -metal components that connect the strut to the vehicles chassis, 
whilst also insulating against the noise and vibrations from the wheels. The strut 
mount includes a bearing, which allows the shock a bsorber to rotate, as the 
wheels of the vehicle are turned. The bearing also enables spring rotation during 
normal suspension movements and transmits suspension loads to chassis. A strut 
performs two main functions: a shock damping function like shock abso rbers  
and in addition, struts provide structural support for the vehicle’s suspension.  
5.2. Geographic market definition  
(20) The Commission has in the past concluded that t he market for the manufacture 
and supply of individual automotive components  for the IAM was at least 
national (with a possible trend to EEA -wide markets).9 
(21) The Parties argue that the market for the manufacture and supply of individual 
automotive components in the IAM is increasingly EEA -wide, because of low 
transportation costs, global supply rel ationships, increasing centralised 
purchasing by customers and a 'one -stop-shop' for homologation in the EEA. 
                                                 
9  See e.g. Case COMP/M.8198 – Alliance Automotive Group/ FPS Distribution; COMP/M.7420 - ZF/ 
TRW.  As an exception, for plastic front and rear bumpers, the geographic scope was defined as 
regional (COMP/M.7893 – Plastic Omnium/Faurecia Exterior Automotive Business).  
 
5 However, the Parties submit that in any event the precise market definition can 
be left open in the absence of any meaningful overlaps.  
(22) The Commis sion c onsiders that it is not needed to conclude on geographic 
market definition for the IAM  market  as the Transaction will not generate 
competition concerns under any plausible market definition.   
6. COMPETITIVE ASSESSMEN T 
Horizontal: non coordinated effects  
(23) While both Parties are active on the manufacturing and supply of various 
automotive components  sector, the  Parties have to large extent complementary 
product portfolios  in the EEA . The Transaction only leads to horizontally 
affected markets  in the manufactur ing and supply of automotive components  for 
LVs in the IAM  when considering national markets . On EEA -wide markets, the 
Transaction would not lead to any affected markets, as the combined market 
shares of the Parties would remain below 20%  on any product market .10  
(24) Tenneco's main activities focus on clean air11 and ride performance12 products ; 
FDML 's main activities focus on  powertrain13 and motorpart14 products.  In the 
EEA , each of the Parties is active  in the supply in the IAM of: (i) suspension  
products for LVs; (ii) steering products for LVs and (iii) strut mounts  for LVs.  
(25) Although the Transaction is l argely complementary , the Transaction gives rise 
to the following  37 affected national markets  in the EEA  based on 2017 market 
share data .15 
  
                                                 
10  In accordance with  Annex 1 to the Implementing Regulation (EC) No. 802/2004, Section 6.3.  
11  Tenneco designs, manufactures and distributes a variety of exhaust  system products and systems 
designed to reduce pollution and optimise engine  performance, acoustic tuning and weight.  
12  Ride performance products primarily comprise advanced suspension  technologies that deliver  
performance, comfort and power to vehicles . 
13  FDML main products in the p owertrain segment  including pistons, piston rings, cylinder liners, valve 
seats and guides, engine  valves, bearings, bushings and washings, ignition products, seals and gasket 
heat shields . 
14  FDML main products of FDML’s  Motorparts division are brake pads, brake li ning, brake blocks, 
chassis parts,  driveline universal joints, gaskets and seals wipers, filters engine components  ignition 
products and lighting products . 
15 For several product markets in Belgium,  the Parties also provided adjusted market shares, reflect ing 
their understanding that some Belgian distributors would re -export to other Member States. However, 
for the purpose of this assessment, the demand side consists of distributors based in Belgium. 
Therefore, this Decision  relies  only on non-adjusted marke t shares in Belgium.  






 
12 supply of ball joints for LVs in the IAM in Belgium and Estonia; the  markets for 
manufacturing and s upply of bushings for LVs in the IAM in Belgium and 
Ireland; the market for manufacturing and supply of tie rod ends for LVs in the 
IAM in Estonia; the markets for manufacturing and supply of axial joints for 
LVs in the IAM in Belgium, Estonia and Malta; the markets for manufacturing 
and supply of stabilizer links for LVS in the IAM in Belgium and Estonia; and 
the markets for manufacturing and supply of strut  mounts for LVs in the IAM in 
Belgium, France, the Netherlands and P oland,  the  Transaction results only in a 
minor increment of less than [0-5]% in the Parties combined market share 
resulting in an insignificant increase in market concentration.  In this respect, the 
Commission notes that in Belgium, where  in some product markets either  
FDML or Tenneco already has a strong market position, the increment brought 
by Tenneco , respectively FDML,  is de minimis  with less than [0-5]%. These de 
minimis  increments also apply to all affected national markets with regard to the 
manufacturing and supply of bushings  for LVs  in the IAM and the 
manufacturing and supply of strut mounts for LVs in the IAM.  
(28) According to the information available to the Commission, the Transaction does 
not involve a potential or recent entrant in any  of the markets, nor could one of 
the Parties be considered as an important innovator. The Commission is also not 
aware of any significant cross -shareholdings of the market participants in any of 
the markets, nor of the fact that one of the Parties can be considered a maverick 
firm with a high likelihood of disrupting coordination in any of these markets or 
any past or ongoing coordination or facilitating practices in any of the markets. 
This appears to be confirmed by the stated rationale of the Transactio n which is 
based on the complementarity of the Parties' business es, to be re -arranged in two 
businesses, one focusing  on aftermarket and ride performance18 and one 
focusing on powertrain technology19.  
(29) As such , this already gives an indication that compet ition concerns are unlikely 
to arise from the Transaction in 23 markets20 which comprise the product 
markets concerning the manufacturing and supply of strut mounts, ball joints, 
bushings and stabiliser links, all for LVs in the IAM, and all other affected 
product markets  in the Member States mentioned above.21 
                                                 
18  Combining Tenneco's ride performance business and FDML's motorpart business.  
19  Combining Tenneco's clean air business and FDML's powertrain business.  
20  These markets are: for markets for manufacturing and supply of control arms for LVs in the IAM in 
Belgium, Estonia, Hungary, Italy and Portugal; the markets for manufacturing and supply of ball joints 
for LVs in the IAM in Belgium, Estonia and Hungary;  the markets for manufacturing and supply of 
bushings for LVs in the IAM in Belgium and Ireland; the markets for manufacturing and supply of tie 
rod ends for LVs in the IAM in Estonia and Hungary; the market s for manufacturing and supply of 
axial joints fo r LVs in the IAM in Belgium, Estonia and Malta ; the market f or manufacturing and 
supply of complete tie rods for LVs in the IAM in Poland; the market s for manufacturing and supply 
of stabilizer links for LVS in the IAM in Belgium, Estonia and Hungary; and the market for 
manufacturing and supply of strut mounts for LVs in the IAM in Belgium, France, the Netherlands  and 
Poland. 
21  The Commission notes that in this context, it applied recital 32 of the Merger Regulation, as well as 
paragraph 6 of the Commissio n Notice on a simplified procedure for treatment of certain 
concentrations under Council Regulation (EC) No 139/2004 and paragraph 19 and 20 of the 
Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrat ions between undertakings, in order to conclude that competition concerns appear unlikely 
in relation to these markets.  
 
13 (30) The Commission further observes that in  all these 23 markets  large  competitors 
are active, including ZF Group, Sidem, Delphi and Febi Bilstein  which are 
active on almost all or most of the affected markets . 
(31) In addition, in none of the affected markets both Parties are among the 4 largest 
suppliers , only one of the Parties is amongst the 4 largest suppliers on each 
market . The only exception is Hungary in the manufacturing and supply of 
control arms  and stabiliser links.22  
(32) For these reasons, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market  on the following 
23 affected mark ets: 
a. manufacturing and supply of control arms for LVs in the IAM in Belgium, 
Estonia, Hungary, Italy  and Portugal;  
b. manufacturing and supply of ball joints for LVs in the IAM in Belgium, 
Estonia  and Hungary;  
c. manufacturing and supply of bushings for LVs in the IAM in Belgium, 
and Ireland;  
d. manufacturing and supply of tie rod ends for LVs in the IAM in Estonia, 
and Hungary;  
e. manufacturing and supply of axial joints for LVs in the IAM in Belgium, 
Estonia  and Malta;  
f. manufacturing and supply of complete tie rods f or LVs in the IAM in 
Poland;  
g. manufacturing and sup ply of stabiliser links for LVs in the IAM in 
Belgium, Estonia  and Hungary, and  
h. manufacturing and supply of strut mounts for LVs in the IAM in Belgium, 
France, the Netherlands , and Poland . 
 
(33) The remaining  14 affected markets , the markets for m anufacturing and supply of 
control arms for LVs in the IAM in France and Malta ; the market for m anufacturing 
and supply of ball joints for LVs in the IAM in France, Malta and Poland ; the 
markets for m anufacturing and sup ply of tie rod ends for LVs in the IAM in France, 
Malta and Poland ; the markets for m anufacturing and supply of axial joints for LVs 
in the IAM in France and Poland ; the market for m anufacturing and supply of 
complete tie rods for LVs in the IAM in France ; and the markets for m anufacturing 
                                                 
22  However, both the market for manufacturing and supply of control arms and the market for 
manufacturing and supply of stabiliser links  in Hungary are  only marginally affected with  combined 
market shares of the Parties of [20-30]% and [20-30]% respectively. In both markets large competitors 
are active, in particular ZF Group ( [10-20]%, respectively [10-20]%), Febi Bilstein ( [5-10]%, 
respe ctively [10-20]%), Meyle ( [5-10]%, respectively [5-10]%) and Ruville ( [5-10]%, respectively [5-
10]%). 
 
14 and supply of stabiliser links for LVs in the IAM in France, Malta and Poland  are 
further discussed below in sections 6.2 to 6.7.  
 
6.2. Manufacturing and supply of control arms for LVs in the IAM in France  
and Malta  
6.2.1.  France  
(34) According to the Parties, the French market of control arms for LVs in the IAM 
is the third largest in the EEA, behind Germany and Italy, and in 2017 
accounted for approximately 14% of the total value of control arms for light 
vehicles sold in the EEA. The refore, competition to win key supply contracts in 
France is strong . The Commission has no indication that this Transaction would 
significantly reduce such competitive pressure.  
(35) On the market for control arms for LVs in the IAM in France, the Parties have a 
combined market share of [30-40]% by value and [20-30]% by volume , with  
FDML ha ving a  market share of [20-30]% by value and volume and Tenneco of 
[5-10]% by value and [5-10]% by volume .  
 
(36) It appears that the transaction will result in the elimination of the fifth market 
player. It will not alter materially the structure of competition on the market. 
The Commission considers that the merged entity faces significant competition 
from several c ompetitors that will remain on the market post-Transaction and 
are capable of imposing competitive constraints on the Parties . In particular 
Delphi has a market share of [20-30]%, the ZF Group a market share of [10-
20]% and Sidem a market share of [10-20]%, and  Febi Bilstein is also active 
with a [0-5]% market share.   
(37) On the basis of the above  and all available evidence , the Commission considers 
that the Transacti on does  not raise  serious  doubts  as to its compatibility  with the 
internal  market  with regard  to the manufacturing and supply of control arms for 
LVs in the IAM in France . 
6.2.2.  Malta  
(38) The Parties submit that Malta is the second smallest market in the EEA for the 
supply of control arms for light vehicles to the IAM  as by value, sales made in 
Malta consti tute just 0.06% of total EEA sales  2017 and that i n small EEA 
Member States , such as Malta, market shares have a tendency to vary 
considerably depending on the outcome of the most recent round of contracting.  
(39) On the market for control arms for LVs in the IAM in Malta , the Parties ha ve a 
combined market share of [20-30]% by value and [30-40]% by volume, with 
FDML having a market share of [20-30]% by value and volume and Tenneco of 
[0-5]% by value and [5-10]% by volume.  
(40) It appears that the transaction will result in the elimination of the fifth market 
player. It will not alter materially the structure of competition on the market. 
The Commission considers that  significant competitive pressure  will remain in 
the market of Malta post -Transaction . Key competito rs of the Parties for the 
 
15 supply of control arms in Malta include in particular the ZF Group, with 
estimated market shares of approximately [30-40]%, equivalent to the combined 
market share of the Parties post -Transaction. Other key competitors in Malta 
include Febi Bilstein with a market share of [5-10]%, Nipparts with a market 
share of [5-10]% and OCAP with a market share of [0-5]%. The remainder of  
the market for control arms for light vehicles to IAM customers in Malta is 
supplied by other players.23 
(41) On the basis of the above and all available evidence the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with regard to the manufacturing and supply of control arms for 
LVs in the IAM  in Malta.  
 
6.3. Manufacturing and supply of ball joints for LVs in the IAM in France , 
Malta and Poland  
6.3.1.  France  
(42) The Parties argue that the  French market for m anufacturing and supply of ball 
joints for LVs in the IAM is the second largest in the EEA, second only  to the 
United Kingdom , and that  competition to win key supply contracts in France is 
intense , given the value of the market.  
(43) The post -Transaction market share of the merged entity will amount to [20-
30]% based on value and [20-30]% based on volume , with FDML having a 
market share of [20-30]% share  based on value and volume  while Tenneco has a 
market share of  [0-5]% by value and [0-5]% by volume .  
(44) It appears that the transaction will result in the elimination of one of the smaller 
players (utmost the sixth largest market player ). It will not alter materially the 
structure of competition on the market. The Commission considers that post -
Transaction, a significant number of com petitors remain in the market that are 
able to place competitive constrain ts on the merged entity . These include  Delphi 
with [10-20]% market shares, Sidem with [10-20]% market share,  ZF Group 
with a market share of [10-20]% and Febi Bilstein with a market share of [5-
10]%. The remai nder of the market is supplied by a number of o ther smaller 
competitors .24 
(45) On the basis of the above and all available evidence the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
                                                 
23  Moreover, in accordance with paragraph 19 and 20 of the Guidelines on the assessment of horizontal 
mergers under the Council Regulation on the control of concentrations between undertakings, the HHI 
levels by value are such as to indicate that it is unlikely that competition concerns could arise  on this 
market . Post-merger HHI level s are between 1000 and 2000 (by value and by volume) and the delta is 
below 250 by value. Only if the analysis is based on volume instead, the delta is marginally above 250 
with [250-260].  
24  Moreover, in accordance with paragraph 19 and 20 of the Guidelines on the assessment of horizontal 
mergers under the Council Regulation on the control of concentrations between undertakings, the HHI 
levels are such as to indicate that it is unlikely that competition concerns could arise  on this market . 
Post-merger HHI level s are between 1000 and 2000 and the delta remains  below 250 , by value as well 
as by volume .  
 
16 internal market concerning the manufacturing and supply of ball joi nts for LVs 
in the IAM in France . 
6.3.2.  Malta  
(46) Given that Malta is the second smallest market in the EEA for the supply of ball 
joints for light vehicles to the IAM , market shares have a tendency to vary 
considerably depending on the outcome of the most recent ro und of contracting , 
according to the Parties . 
(47) The Parties ' combined market shares on the market for the manufacturing and 
supply of ball joints for light vehicles to the IAM  in Malta are [20-30]% based 
on value and [20-30]% based on volume, with FDML having a market share of 
[20-30]% by value and by volume, while Tenneco accounts for limited 
increments of [0-5]% by value and [0-5]% by volume.   
(48) It appears that the transaction will result in the elimination of one of the smal ler 
market players  (utmost the sixth largest player) . It will not alter materially the 
structure of competition on the market. The Commission considers that the 
market is characterized by several competitors that will continue to compete 
with the merged en tity post -Transaction. In particular the combined entity will 
face strong competition by the  ZF Group with a [20-30]% market share. The 
next largest competitors active on this market are Febi Bilstein with a market 
share of [5-10]%, Nipparts with a market share of [5-10]% and OCAP with a 
market share of [5-10]%. The remainder of the market for ball joints for light 
vehicles to IAM customers in Malta is supplied by other market participants .25 
(49) On the basis of the above and all available evidence the Commissio n considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with regard to the manufacturing and supply of ball joints  for 
LVs in the IAM in Malta.  
6.3.3.  Poland  
(50) On the market for the manufacturing and supply o f ball joints  for LVs in the 
IAM in Poland, the Parties have a combined market share of [30-40]% by value 
and [30-40]% by volume, with FDML having a market share of [20-30]% by 
value and volume and Tenneco having a n only limited  market share of [0-5]% 
by value and [0-5]% by  volume.  
(51) It appears that the transaction will result in the elimination of one of the smaller 
market players  (utmost the sixths largest player) . It will not alter materially the 
structure of competition on the market. The Commission  considers that the 
market is characterized by several competitors that will continue to compete 
with the merged entity post -Transaction. In particular the combined entity will 
face strong competition by the market leader, also post -merger, the ZF Group  
with a [40-50]% market share. The next largest competitors active on this 
                                                 
25  Moreover, in accordance with paragraph 19 and 20 of the Guidelines on the assessment of horizontal 
mergers under the Council Regulation on the control of concentrations between undertakings, the HHI 
levels are such as to indica te that it is unlikely that competition concerns could arise  on this market . 
Post-merger HHI level s are between 1000 and 2000 and the delta remains  well below 250  by value  as 
well as by volume .  
 
17 market are Delphi with a market share of [10-20]%, Meyle with a [5-10]% 
market share and Febi Bilstein with a market share [0-5]%.26 
(52) On the basis of the above and all available evidence  the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with regard to the manufacturing and supply of ball joints for 
LVs in the IAM in Poland.  
 
6.4. Manufacturing and supply of tie rod ends for LVs in the IAM in France , 
Malta and Poland   
6.4.1.  France  
(53) According to the Parties, the French market accounted for more than  14% of the 
total value of tie rod ends for LVs  sold in the EEA  in 2017 and t herefore 
competi tion to win key supply contracts in France is intense. The Commission 
has no indication that this Transaction would significantly reduce such 
competitive pressure.  
(54) On the market for tie rod ends for LVs in the IAM in France, the Parties have a 
combined mar ket share of [30-40]% by value and [20-30]% by volume, with 
FDML ha ving a market share of [20-30]% by value and volume and Tenneco of 
[5-10]% by value and [5-10]% by volume . 
(55) It appears that the transaction will result in the elimination of one of the smaller 
players (utmost the sixth largest market player ). It will not alter materially the 
structure of competition on the market. The Commission considers that the 
market is characterized by several competitors that will continue to compete 
with t he merged entity post -merger . The largest of these  competitors are Delphi 
with a market share of [10-20]%, Sidem  with a market share of  [10-20]%, the 
ZF Group with a market share of [5-10]% and Febi Bilstein with a [5-10]% 
market share . 
(56) On the basis of the  above and all available evidence the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market concerning the manufacturing and supply of tie rod ends  for LVs 
in the IAM in France . 
6.4.2.  Malta  
(57) The Parties submit that Malta is the second smallest market in the EEA for the 
supply of tie rod end s for light vehicles to the IAM and that market shares have 
a tendency to vary considerably in such small Member States, depending on the 
outcome of the mos t recent round of contracting . 
                                                 
26  Moreover, in accordance with paragraph 19 and 20 of the Gu idelines on the assessment of horizontal 
mergers under the Council Regulation on the control of concentrations between undertakings, the HHI 
levels based on value are such as to indicate that it is unlikely that competition concerns could arise  on 
this mar ket. Post-merger HHI level s are above  2000 (with [2000 -2500] by value and [2000 -2500]  by 
volume) and the delta remains  below 1 50 by value . Only if the analysis is based on volume instead, the 
delta is marginally above 150 with [150-160]. 
 
18 (58) On the market for the manufacturing and supply of tie rod ends for LVs in the 
IAM in Malta, the Parties have a combined market share of [20-30]% by value 
and [20-30]% by volume, with FDML having a market share of [20-30]% by 
value and volume and Tenneco having a market share of [0-5]% by value and 
[5-10]% by volume.  
(59) It appears that the transaction will result in the elimination of the sixth  market 
player  (based on value) . It will not alter materially the structure of competit ion 
on the market. The Commission considers that for the manufacturing and supply 
of tie rod ends for LVs in the IAM in Malta , which according to the Parties 
represents just 0.06% of total EEA sales  in 2017 , the merged entity will face 
significant competit ion by several competitors post -merger. The largest of these 
competitors are ZF Group with a market share of [20-30]%, Febi Bilstein with 
[5-10]% market share  as well as Nipparts and OCAP with [5-10]% market share 
and [5-10]% market share, respectively.27 
(60) On the basis of the above and all available evidence the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market regarding the manufacturing and supply of tie rod ends  for LVs 
in the IAM in Malta. 
6.4.3.  Poland  
(61) On the market for tie rod ends for LVs in the IAM in Poland, the Parties have a 
combined market share of [30-40]% by value and [30-40]% by volume, with 
FDML having a market share of [20-30]% by value and volume and Tenneco 
having a limite d mark et share of [0-5]% by value and [0-5]% by volume.  
(62) It appears that the transaction will result in the elimination of one of the smaller 
market players (utmost the sixth largest market player). It will not alter 
materially the structure of competition on th e market. The Commission 
considers that the market is characterized by several competitors that will 
continue to compete with the merged entity post -Transaction. In particular the 
combined entity will face strong competition by the market leader, also post -
merger, ZF Group  with a [30-40]% market share. The next largest competitors 
active on this market are Delphi with a market share of [10-20]%, Febi Bilstein 
with a market share [5-10]% and Meyle with a market share of [5-10]%.28  
(63) On the basis of the above and all available evidence the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
                                                 
27  Moreover, in accordance with paragraph 19 and 20 of the Guidelines on the assessment of horizontal 
mergers under the Council Regulation on the control of concentrations between undertakings, the HHI 
levels based on value are such as to indicate that it is unlikely that competition concerns could arise on 
this market. Post -merger HHI levels are between 1000 and 2000 ( by value and by volum e) and the 
delta remains below 2 50 by value. Only if the analysis is based on volume instead, the delta is [250-
260]. 
28  Moreover, in accordance with paragraph 19 and 20 of the Guidelines on the assessment of horizontal 
mergers under the Council Regulation on the control of concentrations between undertakings, the HHI 
levels based on value are such as to indicate that it is u nlikely that competition concerns could arise on 
this market. Post -merger HHI levels are just above 2000 (with [2000 -2500]  by value and [2000 -2500]  
by volume) and the delta remains below 150 by value. Only if the analysis is based on volume instead, 
the de lta is marginally above 150 with [150-160]. 
 
19 internal market regarding the manufacturing and supply of tie rod ends for LVs 
in the IAM in P oland.  
6.5. Manufacturing and supply of axial joints  for LVs in the IAM in France  
and Poland  
6.5.1.  France  
(64) According to the Parties, the French market accounts for more than 24% of all 
sales in the EEA by value , and therefore competition to win key supply 
contracts in France is intense. The Commission has no indication that this 
Transaction would significantly reduce such competitive pressure.   
(65) On the market for axial joints for LVs in the IAM in France, the Part ies have a 
combined market share of [20-30]% by value and [20-30]% by volume . FDML  
has a market share of [20-30]% by value and volume  and Tenneco has a market 
share of [0-5]% by value  and [5-10]% by volume .   
(66) It appears that the transaction will result in the elimination of the sixth  market 
player (based on value). It will not alter materially the structure of competition 
on the market. The Commission considers that in France, which according to the 
Parties represents about 24%  of the value of the EEA market  by value , the 
merged  entity will face significant competition by several competitors  post-
merger . The largest of these competitors are Delphi with a market share of [10-
20]%, Sidem with a market share of [10-20]%, the ZF Group with a market 
share of  [5-10]% and Febi Bilstein with [5-10]% market share.  
(67) On the basis of the above and all available evidence the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market regarding the manufactur ing and supply of axial joints  for LVs 
in the IAM in France.  
6.5.2.  Poland  
(68) On the market for axial joints for LVs in the IAM in Poland, the Parties have a 
combined market share of [30-40]% by value and [30-40]% by volume, with  
FDML ha ving a market share of [20-30]% by value and volume and Tenneco 
having a market share of [0-5]% by value and [0-5]% by volume .  
(69) It appears that the transaction will result in the elimination of the fifth market 
player. It will not alter materially the structure of competition on the m arket.  
The Commission considers that the market is characterized by several 
competitors that will continue to compete with the  merged entity post -
Transaction . In particular , the combined entity will face strong competition by 
the market leader ZF Group,  also post-merger , with a [30-40]% market share. 
The next largest competitors active on this market are  Delphi with a market 
share of [10-20]%, Febi Bilstein with a market share [5-10]% and Meyle with a 
[0-5]% market share.  
(70) On the basis of the above and al l available evidence the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market regarding the manufacturing and supply of axial joints  for LVs 
in the IAM in Poland . 
 
20 6.6. Manufacturing and supply of complete tie rods  for LVs in the IAM in 
France  
(71) According to the Parties, the French market is the second largest market in the 
EEA, second only to the Germany , and therefore competition to win key supply 
contracts in France is intense. The Commission ha s no indication that this 
Transaction would significantly reduce such competitive pressure.   
(72) On the market for complete tie rods for LVs in the IAM in France, the Parties 
have a combined market share of [20-30]% by value and [20-30]% by volume, 
with FDML h aving a market share of [20-30]% by value and volume  and 
Tenneco having a market share of [5-10]% by value and [5-10]% by volume .  
(73) It appears that the transaction will result in the elimination of the fifth market 
player. It will not alter materially the structure of competition on the market. 
The Commission considers that the merged  entity will continue to face 
competitive constraint s by several other suppliers on that market . The largest of 
these competitors are Delphi with a [10-20]% market share , Sidem with a [10-
20]% market share  and ZF Group with a [10-20]% market share  and Febi 
Bilstein with a [5-10]% market share .  
(74) On the basis  of the above and all available evidence the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market regarding  the manufacturing and supply of  complete tie rods  for 
LVs in the IAM in France . 
6.7. Manufacturing and supply of stabiliser links  for LVs in the IAM in 
France , Malta and Poland  
6.7.1.  France  
(75) According to the Parties, the French market of stabiliser links  for LVs in the 
IAM accounted for approximately 1 1% of the total value of stabiliser links for  
light vehicles sold in the EEA  in 2017  and therefore competition to win key 
supply contracts in France is strong . The Commission has no indication that this 
Transaction would significantly reduce such competitive pressure.  
(76) On the market for stabiliser lin ks for LVs in the IAM in France, the Parties have 
a combined market share of [20-30]% by value and [20-30]% by volume, with  
FDML having a market share of [20-30]% by value and volume and  Tenneco of 
[5-10]% by value and [0-5]% by volume.  
(77) It appears that th e transaction will result in the elimination of one of the smaller 
players (utmost the fifth largest market player ). It will not alter materially the 
structure of competition on the market. The Commission considers that the 
merged entity faces significant competition from several competitors that will 
remain on the market post-Transaction and are capable of imposing competitive 
constraints on the Parties , in particular Delphi with a market share of [10-20]%, 
Sidem with a market share of [10-20]% as well as  Febi Bilstein and Meyle both 
 
21 with [5-10]% market shares . The remai nder is supplied by a number of smaller  
competitors .29 
(78) On the basis of the above and all available evidence the Commission considers 
that the Transaction does not raise serious doubts as to i ts compatibility with the 
internal market with regard to the manufacturing and supply of stabiliser links  
for LVs in the IAM in France . 
6.7.2.  Malta  
(79) The Parties submit that Malta is the third smallest market for the manufacturing 
and supply of stabiliser links for LVs in the IAM  in the EEA , accounting for just 
0.08% of total EEA sales  in 2017 , and that market shares have a tendency to 
vary considerably in such small Member States, depending on the outcome of 
the most recent round of contracting . 
(80) On the market fo r the manufacturing and supply of stabiliser links for LVs in the 
IAM in Malta, the Parties have a combined market share of [20-30]% by value 
and [20-30]% by volume, with FDML having a market share of [20-30]% by 
value and volume and Tenneco having a marke t share of [0-5]% by value and 
[0-5]% by volume.  
(81) It appears that the transaction will result in the elimination of one of the smaller 
players (utmost the sixth largest market player). It will not alter materially the 
structure of competition on the market . The Commission considers that in Malta , 
the merged entity will face significant competition by several competitors post -
merger. The largest of these competitors are ZF Group with a market share of 
[20-30]%, Febi Bilstein with [5-10]% market share , Nippar ts with [5-10]% 
market share and OCAP  with [5-10]% market share .30 
(82) On the basis of the above and all available evidence the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market regarding th e manufacturing and supply of stabiliser links  for 
LVs in the IAM in Malta.  
6.7.3.  Poland  
(83) On the market for stabiliser  links for LVs in the IAM in Poland , the Parties have 
a combined market share of [20-30]% by value and [20-30]% by volume, with 
FDML having a market share of [20-30]% by value and volume and Tenneco 
having a market share of [0-5]% by value and [0-5]% by volume.  
                                                 
29  Moreover, in accordance with paragraph 19 and 20 of the Guidelines on the assessment of horizontal 
mergers under the Council Regulation on the control of concentrations between undertakings, the HHI 
levels are  such as to indicate that it is unlikely that competition concerns could arise on this market. 
Post-merger HHI levels are between 1000 and 2000 and the delta remains below 250 , by value  as well 
as by volume .  
30  Moreover, in accordance with paragraph 19 an d 20 of the Guidelines on the assessment of horizontal 
mergers under the Council Regulation on the control of concentrations between undertakings, the HHI 
levels are such as to indicate that it is unlikely that competition concerns could arise on this mark et. 
Post-merger HHI levels are between 1000 and 2000 and the delta remains well below 2 50, by value  as 
well as by volume .  
 
22 (84) It appears that the transaction will result in the elimination of one of the smaller 
players (utmost th e sixth largest market player). It will not alter materially the 
structure of competition on the market.  The Commission considers that the 
market is characterized by several competitors that will continue to compete 
with the  merged entity post -Transaction . In particular the combined entity will 
face strong competition by  the ZF Group , the market leader also post -merger,  
with a [30-40]% market share. The next largest competitors active on this 
market are  Delphi with a market share of [10-20]%, Febi Bilstein with a market 
share [5-10]% and Meyle with a [5-10]% market share.31 
(85) On the basis of the above and all available evidence the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market regarding the manufacturing and supply of stabiliser links  for 
LVs in the IAM in Poland . 
6.8. Conclusion  
(86) The Transaction does not raise any competition concerns and therefore does not 
raise serious doubts as to its compatibility with the internal market regarding any of 
the 37 affected markets discussed above .  
 
7. CONCLUSION  
(87) 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  
Member of the Commission  
 
                                                 
31  Moreover, in accordance with paragraph 19 and 20 of the Guidelines on the assessment of horizontal 
mergers under the Council Regul ation on the control of concentrations between undertakings, the HHI 
levels are such as to indicate that it is unlikely that competition concerns could arise on this market. 
Post-merger HHI levels are between 1000 and 2000 and the delta remains below 2 50, by value  as well 
as by volume .