(3)AAG is jointly controlled by Alliance Industries Group Sàrl and Blackstone. One of the companies controlled by Blackstone, Gates Worldwide Limited (“Gates”), is a global diversified industrial company that provides power transmission and fluid power solutions and services. Certain of these products can be used as automotive spare parts.

(2)AAG buys light and commercial vehicle spare parts from manufacturers and suppliers which it distributes through its network of distributors (either group-owned or independent) mainly to independent garages.

(1)On 27 September 2016, the European Commission received notification of a proposed concentration ("Transaction") pursuant to Article 4 of the Merger Regulation by which Alliance Automotive UK, a subsidiary of Alliance Automotive Group ("AAG", UK) acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of FPS Distribution ("FPS", UK). AAG and FPS are collectively referred to as "the Parties."

Subject:Case M.8198 - ALLIANCE AUTOMOTIVE GROUP / FPS DISTRIBUTION Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004 and Article 57 of the Agreement on the European Economic Area

(4)FPS is a holding company. Through its three wholly-owned subsidiaries (Ferraris Piston Service Ltd, Apec Ltd and BTN Turbocharger Service Ltd), FPS is active in the supply and wholesale distribution of automotive spare parts in the UK.

(5)Pursuant to the Transaction, AAG, via its subsidiary Alliance Automotive UK, will acquire 100% of the shares of, and sole control over, FPS.

2.EU DIMENSION

(6)The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 5 000 million (AAG and Blackstone: EUR 57 479 million, FPS: EUR 301 million). Each of them has an EU-wide turnover in excess of EUR 250 million (AAG and Blackstone: EUR […] million, FPS: […] million), but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State.

(7)Therefore, the concentration has an EU dimension within the meaning of Article 1(2) of the Merger Regulation.

3.Relevant Markets

3.1.Market for the manufacture and supply of automotive parts

(8)The Commission has in the past defined the relevant product market for the manufacture and supply of automotive spare parts and components on a product-by-product basis.

(9)The Commission has also further segmented the relevant markets by reference to: (i) the vehicles for which the product is supplied, distinguishing between components and systems for (a) light vehicles (including passenger cars and light commercial vehicles), and (b) heavy commercial vehicles, and (ii) the distribution channel to which the product is supplied, distinguishing between (a) products for original equipment manufacturers ("OEM"), including products for the original equipment services ("OES"), and (b) products sold to the independent aftermarket ("IAM").

(10)As regards the geographic scope of these markets, the Commission has in the past envisaged a national scope for the IAM market and an EEA-wide scope for the OEM/OES market.

(11)As the Transaction does not raise serious doubts as to its compatibility with the internal market under any plausible product and geographic market definition, the precise market definition can be left open.

3.2.Market for the wholesale distribution of automotive spare parts

(12)The Commission has stated in a number of decisions that the market for the wholesale distribution of automotive components is to be divided by reference to the vehicles for which products are supplied (light vehicles vs. heavy commercial vehicles) but without any sub-segmentation by product. The Commission also considered a distinction by reference to the distribution channel (OEM/OES vs. IAM), but ultimately left open the exact definition of the relevant product market.

(13)As regards the geographic scope of the wholesale distribution markets, the Commission considered in the past that it could be either EEA-wide, national or even regional.

(14)As the Transaction does not raise serious doubts as to its compatibility with the internal market under any plausible product and geographic market definition, the precise market definition can be left open.

4.Competitive assessment

4.1.Non-horizontal effects

(15)The Transaction does not lead to any horizontally affected markets.

(16)The Transaction leads to three vertically affected markets in the UK: at upstream level the markets for (i) the manufacturing and supply of ribbed belts for light vehicles to the IAM channel in the UK, (ii) the manufacturing and supply of synchronous belts for light vehicles to the IAM channel in the UK, (iii) and supply of synchronous belt kits for light vehicles to the IAM channel in the UK, and at downstream level, the market for wholesale distribution of spare parts to the IAM channel in the UK.

(17)On the downstream market, the Parties' combined market share is below 20%. Gates' market shares on the upstream markets for the manufacturing and supply of ribbed belts, synchronous belts and synchronous belt kits are provided in Table 1 below: