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, 25.11.2019  
C(2019) D/ 8648 
PUBLIC VERSION 
 
To the notifying party 
Subject : Case M. 9379 – Umicore / Cattierite Holdings Coöperatief  
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 18 October 2019, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which  Umicore, 
S.A./N.V. (Belgium, ‘Umicore’ ) acquires within the meaning of Article 3(1)(b) of 
the Merger Regulation sole control of the whole of Cattierite Holdings Coöperatief 
U.A. ( the Netherlands, ‘ Cattierite ’), currently  solely  controlled by Koboltti 
Chemicals Holdings Limited  (Bermuda, ‘KCHL’) , by way of purchase of shares  
(hereinafter, the ‘Transaction’) .3 Umicore  is also designated hereinafter as the 
‘Notifying Party’.  
                                                 
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 364, 29.10.2019 , p. 28. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES   
(2) Umicore is a global metals technology and recycling group based in B elgium. Its 
business units  primarily  concerned by the concentration are (i) the rechargeable 
battery materials unit, which is a cathode material supplier for rechargeable lithium-
ion batteries  (‘Li-ion batteries’)  used in portable electronics and electric vehicles 
(‘EVs’), and (ii) the non- battery applications cobalt units (namely the tool materials 
and inorganics units).  
(3) Cattierite is a holding company that  indirectly (via its subsidiary Carollite Holdings 
B.V, the Netherlands) owns and controls Freeport C obalt Oy (Finland, ‘FCO’) . FCO  
is active in the refining of input cobalt materials and the production of (i) refined  
cobalt materials  for battery and non- battery applications  and (ii) precursors. FCO 
controls the largest cobalt refinery outside of China in Kokkola , Finland.  
2. THE OPERATION  
(4) Pursuant to an agreement signed on 22 May 2019, Umicore will acquire sole control 
over Cattierite, including FCO’s cobalt refinery and FCO’s downstream production 
of refined  cobalt materials for battery applications (‘batte ry grade cobalt materials ’) 
and precursors (the ‘Target’). Umicore and the Target are referred to as the ‘Parties’.  
(5) The seller, KCHL, will retain FCO’s non -battery business es and some sales for 
battery applications made by FCO’s non-battery business es (the ‘Retained 
Business es’). Additionally,  until 2093, KCHL will have up to [...]  tonne s (of cobalt) 
per calendar year of reserved refining capacity at the Target’s  refinery, with the right 
for KCHL to  have the capacity operated for its benefit on a  cost-plus basis , so that 
the Retained Business es continue to operate . 
3. UNION  DIMENSION  
(6) The notified operation has a U nion dimension because the undertakings concerned 
have a combined aggregate worldwide  turnover of more than EUR 5 000 million  
(Umicore: EUR  13 716 million; Cattierite: EUR  […] million) ,4 each of them has a 
Union- wide turnover in excess of EUR 250 million (Umicore: EUR  […]  million; 
Cattierite: EUR  […]  million)5 and they do not achieve more than two- thirds of their 
aggregate U nion- wide turnover within the  same Member State.   
4. RELEVANT MARKETS  
4.1. Introduction to the industry and  the cobalt supply chain  
(7) Cobalt is present  in various forms of cobalt -bearing ores in the earth’s crust, which 
often also contain other metals, in particular nic kel and copper. Cobalt is 
predominantly extracted as a by - or co -product of nickel or copper mining.  
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
5  Cattierite’s revenues for FY 2018 in the EU were EUR  […] million plus EUR  […] million of sales to the 
Retained Businesses. The Retained Businesses’ revenues are not included.  
 
 
3 (8) Globally, cobalt is mined in 19 countries with the largest producers being the 
Democratic Republic of Congo (DRC), with around 64% of the global cobalt mining 
production, China (6%) and Canada (5%). With relevance to the Union, 2% of 
global production is covered by New Caledonia (a s pecial collectivity of France) and 
1% by Finland.6 
Figure 1 Global cobalt mine production average ( 2010–2014)  
 
Source: Commission Staff Working Document, Report on Raw Materials for Battery Applications, 22.11.2018 . 
(9) Cobalt -bearing ores typically undergo a first process of chemical transformation at or 
close to the mines in order  to produce a cobalt concentrate or intermediate product  
(economically  more  attractive  to transport  than raw ore s given the latter’s relatively 
low concentration of cobalt ), which is then transported from the mine site  to a cobalt 
refinery . Cobalt concentr ates/intermediate s can take several forms, such as Cobalt 
Hydroxide Intermediate Product ( ‘CHIP ’), white alloys or other.  
(10) Cobalt refineries refine cobalt input materials (CHIP or other) first into a cobalt 
compound solution, which is thereafter further processed  into metallic cobalt (metal 
or powder) or cobalt chemicals  (chemical solution) .  
(11) Refined cobalt materials (in metallic or chemical form) can be used in a wide range 
of different applications, including battery and non- battery applications.  
(12) Battery grade cobalt materials are refined cobalt materials of a certain level of 
chemical purity, and which have the physical characteristics and consistency that 
make the materials suitable for use in battery applications. Battery grade cobalt 
materials can eith er be (i) transformed into a precursor , which is a combination of 
battery grade cobalt with other elements necessary for the production of the specific 
cathode material,  or (ii) sold as such to a  producer of cathode materials.  
(13) Battery grade cobalt material s are used as input material s to produce cathode 
materials, which in turn are used in the production of Li-ion batteries. There are five 
main types of cathode materials for Li-ion batteries , as indicated below : 
                                                 
6  Commission Staff Working D ocument , Report on Raw Materials for Battery Applications , 22.11.2018.  

 
 
4 Figure 2 Main types of cathode materials for Li -ion batteries  and their composition 
 
Source: Form CO, paragraph 117.  
(14) Depending on the type of cathode materials, battery grade cobalt materials are 
combined with other elements into a n intermediate product, a  precursor, which i n 
turn is used in the production of cathode materials. For instance, for the production 
of NMC -type cathode materials, battery grade cobalt is combined with ‘battery 
grade’ nickel and manganese to form a NMC precursor. The production of some 
cathode materi als, such as LCO -type cathode materials, do es not require the use of a 
precursor and can be done by combining battery grade cobalt with lithium and oxide 
directly.  
(15) The customers of cathode materials  for Li-ion batteries  are battery producers . The 
main end applications of Li-ion batteries are (i) portable electronics , (ii) energy 
storage systems  and (iii)  EVs.  
(16) Refined cobalt materials can also be used for other (non -battery related)  applications, 
which include , for example,  (i) metal bonding powders and (ii ) cobalt chemicals 
used in a range of end applications such as colouring , catalysts, tyres, animal feed, 
plating and coatings . 
4.2. Industry trends  
(17) Cobalt production has been steadily growing over the last 50 years and accelerating 
since the 2000’s. In the past  decades , the increase of cobalt input materials supply  
has partly  originated from  inflows of artisanal -mined cobalt from DRC. Artisanal -
mined cobalt in DRC is cheaper than cobalt extracted  by large multinational 
companies, but considered unethical  by many  Union market participants  as it often 
involves child labour and poor standards of health and safety . 
(18) According to the latest market outlooks, t he market for rechargeable batteries and in 
particular for Li-ion batteries will grow dramatically  in the next decade, both 
globally and in the EEA , as such  batteries are a key enabling technology for low 
emission mobility and energy storage. The increasing use of EVs  will be the main 
driving force for such growth. In the Union, some projections suggest  that the sales 
of EVs will increase by an annual growth rate of 22% to 34% until 2030.7 This could 
lead to an annual sales rate of up to ten million EVs per year by 2030, as shown in 
Figure 3.  
                                                 
7  Joint Research Center, ‘Cobalt: demand -suppy balances in the transition to  electric mobility’, 2018, 
page  23. 

 
 
5 Figure 3 Projected increase in EV sales in the EU until 2030  
 
Source: Joint Research Center, ‘Cobalt: demand -suppy balances in the transition to electric mobility’, 2018, 
page 23.  
(19) It is expected that the supply of rechargeable battery cathode materials  and Li -ion 
batteries will adapt to follow the demand mainly in Asia but also in Europe  and the 
rest of the world . For instance, the Notifying Party has  started the process to expand 
the capacity of its Chinese cobalt refinery  to increase its production of rechargeable 
battery cathode materials  and has construct ed a new cathode materials plant in 
Poland. 
(20) Currently, t he vast majority of battery production, including of Li-ion batteries, takes 
place in Asia. However, in view of the expected demand increase for Li-ion batteries  
in Europe, a number of investment projects aim ing at establishing a European Li-ion 
battery industry  are underway . In addition to Umicore ’s announcement , BASF has 
announced plans to build a precursor plant in Harjavalta (Finland),  Johnson Matthey 
(‘JMBM ’) is currently developing a cathode materials plant in Billingham ( UK) and  
Northvolt is developing two bat tery plants in Västerås and Skellefteå (Sweden).  
(21) The expected significant increase in the demand for Li-ion batteries for EVs would 
have a subsequent effect on the entire upstream  value chain , including the cobalt 
value chain . Worldwide, such demand increase would result in a significant increase 
in cobalt demand, from an annual demand of 6 650 tonnes in 2017 to between 300 
000 – 400 000 tonnes in 2030. In Europe, on an annual basis, the demand for cobalt 
in EVs may increase f rom 970 tonnes in 2017 to between 36 370 and  123 200 tonnes 
in 2030.8 
(22) Current estimates suggest that refined cobalt materials will be in surplus until 2021. 
However, the market balance is expected to turn in 2022, at which point demand 
                                                 
8  Joint Research Center, ‘Cobalt : demand -suppy balances in the transition to electric mobility’, 2018, 
pages  22 and 24.  

 
 
6 growth for refined c obalt materials is expected to outpace supply, with the market 
being structurally undersupplied for the remainder of the decade.9 
(23) Consequently, the landscape of the cobalt value chain (demand and supply) will 
presumably change significantly in the coming y ears.  
4.3. The Parties’ activities in the cobalt supply chain 
(24) Umicore is active in cobalt refining through its refineries in Olen (Belgium) and 
Ganzhou (China). Umicore’s cobalt refining activities mainly feed captively its 
battery and non- battery related downs tream activities.10  
(25) With regard to battery related activities, Umicore is a cathode material (LCO and 
NMC types) supplier for Li -ion batteries used in portable electronics and EVs. 
Umicore currently produces all its battery cathode materials at sites in Ch ina and 
South Korea. Umicore plans to start production of cathode materials at a newly 
created site in Poland in 2020.  
(26) Furthermore, Umicore supplies refined cobalt materials for a number of non- battery 
applications. These end applications include for exam ple superalloys for aerospace, 
power generation gas turbines, medical/dental implants and others, metal bonding 
powders , catalysts , colouring, tyres, paint and ink, surface finishing, agro industry, 
electronics and magnets. In the EEA, Umicore produces cob alt materials for non -
battery applications in its sites in Olen, Bruges (Belgium) and Grenoble (France).  
(27) The Target is active in cobalt refining and the production of battery grade cobalt 
materials and NMC precursors11, which are sold to third parties for t he production of 
cathode materials. The Target’s activities are carried out in Finland.  
4.4. Refined cobalt materials for battery applications  
4.4.1. Product market definition 
(28) In the past,12 the Commission has concluded that  the supply of cobalt intermediate 
products and the supply of refined cobalt belong to different product markets in view 
of the lack of supply and demand- side substitutability. The Commission has also 
previously found that it appears appropriate to subdivide the refined cobalt product 
market by end application  due to differences in the demand- structure and in 
technical and delivery requirements resulting in limited supply - and demand- side 
substitutability.13 In particular, in the  case M.4000 – Inco/Falconbridge , the 
Commission considered that there appear to be specific end applications of cobalt 
that require high purity cobalt products, such as super alloys or batteries. However, 
the precise delineation of the product market was ultimately left open with the 
                                                 
9  Darton Commodities Ltd.  ‘Cobalt Market Review 2018 -2019’, 2019.  
10  Umicore has  some limited sales of cobalt compound solution s from its Belgian refinery, mostly to o ne 
customer.  
11 Umicore supplies no battery gr ade cobalt materials or precursors to third parties.  
12  M.6541 – Glencore/ Xstrata , paragraph 360.  
13  M.4000 – Inco/Falconbridge , recital 167; and M.6541 – Glencore /Xstrata , paragraph 361.  
 
 
7 exception of t he high purity cobalt segment for the production of super alloys  used in 
safety critical parts .14 
4.4.1.1. Battery grade cobalt materials  
(29) Battery grade cobalt materials are refined cobalt materials  of a certain level of 
chemical purity, and which have the physical characteristics and consistency that 
make them  suitable for use in battery applications. The Notifying Party has 
explained that the absence of certain impurities in battery grade cobalt materials is 
critically important, as the subsequent (dow nstream)  production steps  to produce the 
cathode materials do not contain any purification steps. In addition, all raw materials 
used in the supply chain for Li-ion batteries need to demonstrate very consistent 
purity and physical morphology in order to ac hieve high- quality and cost -
competitive battery production. For these reasons, the Notifying Party  submits that 
the relevant upstream product market is the market for  the production and supply of  
battery grade cobalt materials . 
(30) The results of the Commission ’s investigation support  the Notifying Party’s  view 
that a segmentation of the market for refined cobalt materials  per purity level 
(battery grade or other) is pertinent .  
(31) Therefore, for the purposes of the present decision the Commission concludes that 
battery grade cobalt materials constitute a distinct product market separate from 
other cobalt materials.  
4.4.1.2. NMC  precursors  
(32) Precursors are a combination of battery grade cobalt materials with other elements, 
depending on the  final cathode material  composition. Their production constitutes an 
intermediate step between the production of battery grade cobalt materials and the 
production of some cathode materials.  
(33) Since precursors are alloys and thus not limited to cobalt, the Notifying Party  
submits that there is a market for NMC  precursors  containing battery grade 
(i) nickel, (ii) cobalt and (iii) manganese. NMC precursors  are used for the 
production of (NMC -type) cathode materials.  Neither of the Parties is active in the 
production or supply of other ty pes of precursors.  
(34) The results of the Commission ’s investigation do not oppose  the Notifying Party’s  
view that a market for the production and supply of NMC precursors  could be 
identified. However, for the purposes of the present decision the ultimate  product 
market definition can be left open since the T ransaction does not  give rise to serious 
doubts as to its compatibility with the internal market or the EEA agreement 
irrespectively of the definition retained . 
4.4.1.3. Cathode materials for Li-ion batteries  
(35) Cathode materials are used in the production of Li-ion batteries . Li-ion batteries 
consist of four main components: a cathode, an anode, an electrolyte and a separator , 
as shown in Figure 4.  
                                                 
14  M.4000 – Inco/Falconbridge , recital  168. 
 
 
8 Figure 4 The four components of a Li -ion battery  
 
Source: www.samsungsdi.com . 
(36) According to the Notifying Party, t he cathode is the main element dictating the 
performance characteristics  of Li -ion batteries, for instance, energy density, load 
capacity, thermal  stability or cycle life.  
(37) Battery producers can choose from multiple cathode materials . Out of the five main 
types of cathode materials for Li -ion batteries (LCO, LFP, LMO, NCA and NMC)15, 
three have a cathode formulation that includes cobalt (LCO, NCA and NMC). The 
exact proportion of cobalt against the other metals varies from cathode material to 
cathode material.  Historically , the primary active component of the cathode in Li -ion 
batteries was cobalt. T oday, the battery industry has been reducing cobalt content in 
cathode materials following cobalt price increases and nickel frequently substitutes 
cobalt. However, as higher nickel content makes the Li -ion battery less stable, cobalt 
is still needed to stabilise it.  The Notifying Party submits that it expects strong 
growth in its production of NMC […] and NMC […] battery cathode materials.16 The 
different numbers  (e.g. […], […], etc.)  indicate the relative parts of nickel, 
manganese and cobalt in the battery cathode material.17 NMC […]and NMC […] 
contain comparatively less cobalt than  NMC111, which the Notifying Party mainly 
produced in 2019 and contains nickel, manganese and cobalt in equal parts. 
(38) According to the Notifying Party , there is  (i) supply -side substi tutability between 
LCO, NCA and NMC cathode materials from a know -how, process and technology 
perspective  but (ii)  no supply -side substitutability between LCO, NCA and NMC on 
the one  hand, and LFP and LMO on the other hand.18  
(39) As to  demand -side substitutability, the Notifying Party submits that battery 
producers select a specific cathode material depending on the final application 
requirements (durability, temperature performance, safety requirements, etc.) for the 
Li-ion battery and that it is easy for them to change the type of cathode materials as 
                                                 
15  See Figure 2. 
16  Form CO, paragraph 19.  
17  For instance, NMC […]  means […]% nickel, […]% manganese and [ …]% cobalt in terms of proportion 
of each respective metal in the compound . 
18  Form CO, paragraph 120.  

 
 
9 batteries are designed and qualified by customers on a continuous basis. According 
to Umicore, EVs can use all five types of cathode materials with NMC, NCA, LFP 
representing the majority of the demand. In terms of technical performance, Umicore 
submits that the newest NMC and NCA are so similar that for most applications they 
can be exchanged when a new battery is developed.19  
(40) For those reasons, the Notifying Party submits that the relevan t (downstream ) 
product market is the market for the production and supply of all types of cathode 
materials (LCO, LFP, LMO, NCA and NMC) for Li-ion batteries.  
(41) However, the  results of the market investigation suggest  that, from a  supply -side 
perspective, even for the cobalt containing cathode materials (LCO, NCA and NMC) 
producers cannot easily switch the production of one type of cathode material to 
another.20 The results of the market investigation further suggest  that producers 
cannot easily switch the pr oduction of one type of NMC cathode material to another 
(e.g. from NMC532 to NMC811).21  
(42) From a demand -side perspective, it appears that Li -ion battery producers prefer one 
type of cathode material or the other depending on the specific characteristics 
desired for the battery and that, ultimately, their customers’ requirements (carmakers 
or others) drive demand towards their preferred  type of cathode material. In this 
regard, a producer of cathode materials for Li -ion batteries explained that ‘ the 
cathode material preferred by the carmakers depends on which generation of 
batteries they are utilizing, but the entire value chain must be aligned to be able to 
produce the desired cathode materials based on the battery technology ’.22 A 
producer of Li -ion batteries explained that ‘ some cathode material grades are 
offering specific properties which can be unique ’.23 A producer of precursors 
expressed that ‘ [c]hanging the type of cathode material in the lithium -ion 
rechargeable battery that a carmaker requires can take from three to five years 
(including a qualification process) and could only be used in a new car model’ .24 
(43) The Commission therefore consider s that a market for the production and supply of 
at least each type of cathode material (LCO, LFP, LMO, NCA and NMC) could be 
identified. However, for the purposes of the present decision the ultimate  product 
market definition can be left open since the T ransaction  does not  give rise to serious 
doubts as to its compatibility with the internal market or the EEA agreement 
irrespectively of the definition retained .  
4.4.1.4. Ethical and sustainable cobalt containing materials  
(44) The results of the market investigation  indicate that the markets for refined cobalt 
containing materials could be further segmented along the cobalt value chain by the 
                                                 
19  Form CO, paragraph 121.  
20  Replies to question 20 of Q1 – Questionnaire to competitors in refined cobalt and cathode materials for 
Li-ion batteries . 
21  Replies to question 22 of Q1 – Questionnaire to competitors in refined cobalt and cathode materials for 
Li-ion batteries . 
22  Replies to question 24 of Q1 – Questionnaire to competitors in refined cobalt and cathode materials for 
Li-ion batteries . 
23  Replies to question 18 of Q2 –  Questio nnaire to customers in the Li- ion battery value chain.  
24  Minutes of a call with a competitor on 17.10.2019.  
 
 
10 origin of the cobalt between sustainable and ‘ethical’ or unsustainable and 
‘unethical’ (i.e. whether the cobalt mining and processing involves any child labour 
and/or lax health and safety practices).  The ethical and sustainable origin of cobalt 
materials is defined at the time  of the mining operations, where neither of the Parties 
is active.  Certain customers of cobalt containing products ( i.e. battery grade cobalt 
materials, precursors, battery cathode materials, or Li -ion batteries) however require 
producers along the cobalt value chain (such as cobalt refiners like the Parties) to 
guarantee that their cobalt -bearing products do not contai n any unsustainable or  
unethical cobalt.  
(45) To monitor compliance with such standards, certain companies along the cobalt 
value chain have internal auditing processes in place.25 In this context it is also to be 
noted that the Notifying Party considers its focus on ‘ building a sustainable and 
clean battery materials, an integrated battery materials value chain in Europe ’ to be 
a ‘competitive differentiator ’.26 However the Notifying Party also submits that while 
it hopes this will change in the future, ‘ reality today is that ethical and sustainable 
sourcing is not a decisive buying criteria for the lithium -ion battery manufacturers. 
Pragmatism prevails with price, performance and quality considerations remaining 
the key factors in sourcing decisions ’.27 
(46) For the purposes of the p resent decision, the ultimate  product market definition with 
regard to sustainable and ethical refined cobalt materials can be left open  since the 
Transaction does not  give rise to serious doubts as to its compatibility with the 
internal market or the EEA agreement irrespectively of the definition retained .  
4.4.2. Geographic market definition  
(47) The Commission has previously found that the markets for the supply of refined  
cobalt products  are most likely global in scope .28 Although the market invest igation 
in case M. 4000 – Inco/Falconbridge  suggested that the scope of such markets is 
global to a large extent, it also revealed some demand specificities in certain areas in 
the world.29 However, the precise delineation of the geographic market was 
ultima tely left open with the exception of the market for the supply of high purity 
cobalt for super alloys  used in safety critical parts, which was considered worldwide 
in scope .30 
(48) According to the Notifying Party, the market s for the production and supply of 
battery grade cobalt materials , precursors and cathode materials  for Li -ion batteries  
are global in scope .31  
(49) Umicore submits that p roducers of battery grade cobalt materials  and NMC 
precursors typically supply customers around the world ( but mainly in China, Japan 
and South Korea where more than 90% of the worldwide production of cathode 
                                                 
25  Minutes of a call with a competitor on 17.10.2019.  
26  Umicore Half Year 1 2019 Investor Call Transcript, 31 July 2019.  
27  Reply to pre -notification request for information 10, question 6, 15.10.2019.  
28  M.4000 – Inco/Falconbridge , recitals 223 to 226 and M.6541 – Glencore/Xstrata , paragraph s 364 
and 365. 
29  M.4000 – Inco/Falconbridge , recital 224.  
30  M.4000 – Inco/Falconbridge , recitals  225 and 226.  
31  Form CO, paragraph 150.  
 
 
11 materials is located). This also applies to the Target from its only production plant in 
Finland. Umicore further submits that producers of cathode materials  in turn supply 
their customers (i.e. battery producers) worldwide from their plants in China, Japan 
and South Korea . 
(50) According to the Notifying Party, the prices  of battery grade cobalt materials , 
precursors and cathode materials  in different regions in the world are largely aligned.  
As to tariffs or similar measures , in the EEA, battery grade cobalt materials in 
chemical form are subject to an import duty between 4.6 and 5.5%, precursors are 
subject to an import duty of 5.5% and c athode materials for Li-ion batteries are 
subject to an import duty of 5.5% . 
(51) The results of the market investigation have  confirmed that  producers of battery 
grade cobalt materials, precursors and cathode materials for Li-ion batteries supply 
customers around the world and that suc h products can be transported worldwide in 
a cost effective way.32 However, there is inconclusive evidence as to  whether prices 
of battery grade cobalt materials, precursors and cathode materials for Li-ion 
batteries  differ between countries or world regions.  
(52) For those reasons, f or the purposes of the present decision, the Commission 
considers that the market s for battery grade cobalt materials , precursors  (including 
NMC precursors)  and cathode materials for Li -ion batteries (including NMC and 
LCO cathode materials) are at least EEA -wide and potentially global in scope. The 
ultimate  geographic  market definition s can be left open  since the T ransaction does 
not give rise to serious doubts as to its compatibility with the interna l market or the 
EEA agreement irrespectively of the definition retained .  
4.5. Refined cobalt materials for non -battery applications  
(53) In addition to the Li -ion battery applications, Umicore sells refined cobalt materials 
for a number of non -battery end applications, which post -Transaction will be sold by 
the Retained Business es as well.  
4.5.1. Product market definition 
(54) As stated above in paragraph (28) , the Commission has concluded in the past33 that 
the supply of cobalt intermediate products and the supply of refined cobalt belong to 
different product markets in view of the lack of supply and demand- side 
substitutability. The Commission has also previously found that it appears 
appropriate to subdivide the refined cobalt product market by end application due to 
differences in the demand -structure and in technical and delivery requirements 
resulting in limited supply - and demand -side substitutability.34 In particular, in  case 
M.4000 – Inco/Falconbr idge, the Commission considered that a distinction should 
be made between the chemical and the metallurgical end applications of cobalt, as 
metallurgical applications can only use metal cobalt. Furthermore, the Commission 
considered  that there appear to be specific end applications of cobalt that require 
                                                 
32  Replies to questions 28, 29  and 30 of Q1 – Questionnaire to competitors in refined cobalt and cathode 
materials for Li-ion batteries  and questions  33 and 35 of Q2 –  Questionnaire to customers in the Li- ion 
battery value chain.  
33  M.6541 – Glencore/ Xstrata , paragraph 360.  
34  M.4000 – Inco/Falconbridge , recital 167 and M.6541 –  Glencore/ Xstrata , paragraph 361.  
 
 
12 high purity cobalt products, such as super alloys or batteries. However, the precise 
delineation of the product market was ultimately left open but for the high purity 
cobalt segment for the production of s uper alloys.35 
4.5.1.1. Cobalt  bonding powders  
(55) Refined cobalt in metallic form serves the production of bonding powders used as 
binders in the production of diamond tools and hard metals . 
(56) From a demand- side perspective, substitution appears to be limited between bonding 
powders and refined cobalt materials  (in metallic or chemical forms) for other end 
applications . Furthermore, from a supply -side perspective, the results of the market 
investigation show  that several cobalt refiners are not able to produce bonding 
powders.36  
(57) However, f or the purposes of the present decision , the ultimate definition of the 
relevant product market can be left open since the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market or the EEA agree ment 
irrespectively of the definition retained.  
4.5.1.2. Cobalt chemicals for non -battery applications  
(58) According to the information available to the Commission, r efined cobalt in 
chemical form can be used in a number of different end applications such as 
catalysts (as cobalt salts for oxidation in petrochemical production, to remove 
sulphur moieties from natural gas and refined petroleum products, as synthesis of 
polyester precursors or for other industrial reactions); colouring (for pigment 
production or for colour ing glass and ceramic materials); tyres (as rubber adhesion 
promotor); paint and ink (as drying agent); surface finishing to the plating industry; 
agro-industry (as animal feed, fertiliser or for water treatment); and electronics and 
magnets (for wear resi stance and electrical resistivity) . 
(59) From a demand -side perspective, substitution appears to be limited within the 
different types of non -battery end applications for refined cobalt materials. However, 
from a supply -side perspective, the results of the mark et investigation suggest that 
several cobalt refiners could technically start producing cobalt chemicals for 
catalysts, colouring, tyres, paint and ink, surface finishing and agro -industry.37 
Nonetheless , there is inconclusive evidence of the cost and time that they would 
require  to do so.  
(60) For the purposes of the present decision , the exact  definition of the relevant product 
markets can be left open since the Transaction does not give rise to serious doubts as 
to its compatibility with the internal market or  the EEA agreement irrespectively of 
the definitions retained.  
                                                 
35  M.4000 – Inco/Falconbridge , recital  168. 
36  Replies to question 11 of Q1 – Questionnaire to competitors in refined cobalt and cathode materials for 
Li-ion batteries . 
37  Replies to questions 113 of Q1 –  Questionnaire to competitors in refined cobalt and cathode materials for 
Li-ion batteries . 
 
 
13 4.5.2. Geographic market definition  
(61) As stated above in paragraph (47), the Commission has previously found tha t the 
markets for the supply of refined cobalt products are most likely global in scope.38   
(62) The results of the  market investigation suggest  that at least for bonding powders , 
colouring and the agro industry , there are some global trade flows.39 The results of 
the market investigation further suggest  that bonding powders and refined cobalt 
materials for catalysts, colouring, tyres, paint and ink, plating industry, agro- industry 
and electronics and magnets can be transported worldwide in a cost -effecti ve way.40 
The Commission considers that such markets are  at least EEA -wide and  potentially  
global in scope.  
(63) However, f or the purposes of the present decision , the exact geographic market 
definition with regard to those markets can be left open since the Tr ansaction does 
not give rise to serious doubts as to its compatibility with the internal market or the 
EEA agreement irrespectively of the definition retained . 
5. COMPETITIVE ASSESSMENT  
5.1. Legal framework of the assessment  
(64) Under Article 2(2) and (3) of the Merge r Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competition in 
the internal market or in a substantial part of it, in particular through the creation or 
strengthening of a dominant position. In this respect, a merger can entail horizontal 
and/or non- horizontal effects.  
(65) As regards horizontal effects, the Commission guidelines on the assessment of 
horizontal mergers under the Merger Regulation (the ‘Horizontal Mergers 
Guidelines’) distinguish betw een two main ways in which mergers between actual or 
potential competitors on the same relevant market may significantly impede 
competition, namely non- coordinated or coordinated effects. Non- coordinated 
effects may significantly impede effective competition by eliminating important 
competitive constraints on one or more firms, which consequently would have 
increased market power, without resorting to coordinated behaviour. Coordinated 
effects may significantly impede  effective competition by increasing the  likelihood 
that firms coordinate their behaviour and raise prices, or make coordination easier, 
more stable or more effective for firms that were already coordinating before the 
merger.  
(66) As regards non- horizontal effects, the Commission guidelines on the a ssessment of 
non-horizontal mergers under the Merger Regulation (the ‘Non- horizontal Mergers 
Guidelines’)  distinguish between two types of non- horizontal mergers, namely 
                                                 
38  M.4000 – Inco/Falconbridge , recitals 223 to 226 and M.6541 – Glencore/Xstrata , paragraph s 364 
and 365. 
39  Replies to q uestion 29  of Q1 – Questionnaire to competitors in refined cobalt and cathode materials for 
Li-ion batteries , to question 9 of Q3 –  Questi onnaire to customers of refined cobalt materials for various 
end applications and minutes of a call with a competitor on 31.10.2019.  
40  Replies to q uestion 30 of Q1 – Questionnaire to competitors in refined cobalt and cathode materials for 
Li-ion batteries . 
 
 
14 vertical mergers and conglomerate mergers. Vertical mergers may significantly 
impede effective competition when actual or potential rivals ’ access to supplies 
(through input foreclosure) or markets ( through customer foreclosure) is hampered 
or eliminated as a result of the merger, thereby reducing these companies ’ ability 
and/or incentive t o compete.  
5.2. Refined cobalt materials for battery applications  
5.2.1. The Notifying Party’s view  
(67) According to the Notifying Party, the Transaction does not give rise to any 
horizontal or vertical affected market s or any competitive concern s with regard to 
refined cobalt materials for battery applications .  
(68) In particular, the Notifying Party submits that the Transaction does not raise any 
foreclosure concerns, as  the Target is not a major delivery source for battery grade 
cobalt materials  and there is a wide supplie r base to which producers of cathode 
materials for Li -ion batteries could turn to in order to substitute supply. Furthermore, 
the Notifying Party submits that it is already today one of the main customers of the 
Target for battery grade cobalt materials an d precursors. For those reasons, 
according to the Notifying Party, the Transaction does not create the incentive and 
ability to reduce or terminate supplies to downstream competitors and undermine 
their ability to compete .41 
5.2.2. The Commission’s assessment  
5.2.2.1. Horizontal assessment  
(69) The Transaction does not give rise to any horizontal overlaps between the activities 
of the Parties  in the supply of battery grade cobalt materials, as  Umicore is not active 
in the supply of such materials , neither globally nor in the EEA . All of Umicore’s 
production of battery grade cobalt materials is used  captively  for its downstream 
production of cathode materials for Li -ion batteries . 
(70) The Parties have provided the following market  share information (relating to both 
value  and volume  figures ) regarding worldwide sales  of battery grade cobalt 
materials . 
Table 1 Worldwide market shares in the supply of battery grade cobalt materials , 2018 
The Notifying 
Party  Target  Combined Huayou  GEM  Jinchuan  
0% [10-20]% [10-20]% [10-20]% [10-20]% [5-10]% 
 Source: the Parties’ estimates . 
(71) Likewise, the Transaction does not give rise to any horizontal overlaps between the 
activities of the Parties in the supply of NMC precursors  (or battery precursors 
overall) , as Umicore is not active in the supply of such product , neither globally nor 
                                                 
41  Form CO, paragraphs 1 89 to 191.  
 
 
15 in the EEA . All of Umicore’s production of  precursors is used captively for its 
downstream production of cathode materials for Li -ion batteries.  
(72) The Parties have provided the following market share information (relati ng to both 
value and volume figures) regarding worldwide sales of NMC precursors .  
Table 2 Worldwide market shares in the supply of NMC precursors,  2018 
The Notifying 
Party  Target  Combined Huayou  GEM  Xiamen 
Tungsten  
0% [0-5]% [0-5]% [10-20]% [30-40]% [10-20]% 
 Source: the Parties’ estimates . 
(73) Lastly , there are no horizontal overlaps between the activities of the Parties in the 
supply  of cathode materials  for Li -ion batteries,  as the Target is not active in these  
products , neither globally nor in the EEA .  
(74) The Notifying Party has provided the following market  share information (volume ) 
regarding worldwide sales  of NMC and LCO cathode materials.  
Table 3 Worldwide market shares in the supply of NMC cathode materials,  2018 
The Notifying 
Party  Target  Combined Hunan 
ShanShan Nichia  Xiamen 
Tungsten  
[10-20]% 0% [10-20]% [5-10]% [5-10]% [5-10]% 
 Source: the Notifying Party ’s estimates . 
Table 4 Worldwide market shares in the supply of LCO cathode materials,  2018 
The Notifying 
Party  Target  Combined Hunan 
ShanShan Nichia  Xiamen 
Tungsten  
[10-20]% 0% [10-20]% [10-20]% [5-10]% [20-30]% 
 Source: the Notifying Party ’s estimates . 
5.2.2.2. Vertical links  
(75) The Transaction gives rise to a number of vertical links between the activities of the 
Parties.  
(76) First, the Transaction  gives rise to a vertical relationship between the (upstream) 
activities of the Target in the supply of battery grade cobalt materials and Umicore’s 
(downstream) production of NMC precursors . 
(77) Second, the Transaction gives rise to a vertical relationship be tween the (upstream) 
activities of the Target in the supply of  (NMC ) precursors  and Umicore’s 
(downstream) production and supply of ( NMC ) cathode materials for Li -ion 
batteries.  
(78) Third, the Transaction gives rise to a vertical relationship between the (upst ream) 
activities of the Target in the supply of battery grade cobalt materials and Umicore’s 
(downstream) production and supply of (LCO ) cathode materials for Li -ion batteries .  
 
 
16 (79) Based on submissions by the Parties, none of the vertical links result s in aff ected 
markets in that the market shares of the Parties are below 30% in all upstream and 
downstream markets and regardless of whether global or EEA  scope is considered.  
(80) Although the Commission is unlikely to find concerns related to vertical links  where 
the market share of the new entity post -merger in each of the markets concerned is 
below 30%, it may investigate such mergers where special circumstances are 
present.42  
(81) As already explained in Section 4.2 above, a ccording to the latest market outlooks, 
the market for rechargeable batteries and in particular for Li-ion batteries are 
expected to grow dramatically  in the next decade, both globally and in the EEA , 
mainly because such  batteries are a key enabling technology for EVs . The dramatic  
increase in the demand for Li-ion batteries for EVs would lead to  a subsequent 
increase of  the demand of battery grade cobalt materials.  
(82) In this context , the rationale for the T ransaction is directly linked to the future 
development of a Li -ion battery supply chain in Europe  (which aims at supplying the 
European manufacture of EVs) and Umicore’s construction of a cathode material 
plant in Poland to address the  projected demand increase for cathode materials for 
Li-ion batteries . According to the Notifying Party, w ith the Transaction, it wants to 
secure supplies of battery grade cobalt materials.43 
(83) In that respect , some respondents to the market investigation  that are active in the Li -
ion batteries  value chain  have expressed some concerns about an anticompetitive 
input foreclosure scenario deriving from the Transaction with regard to battery grade 
cobalt materials.44 A respondent that has announced plans to build a precursor plant 
in the EEA  explained45 that ‘when the Company heard of the proposed acquisition of 
Freeport Cobalt Oy’s cobalt refinery in Kokkola and downstream battery grade 
cobalt materials and precursors business by Umicore, S.A./N.V., it raised internal 
concerns immediately due to the lack of enough alternative suppliers of ethical 
cobalt battery grade materials ’ and that ‘ [t]he Company believes that Umicore will 
likely use all of the available capacity in Kokkola for its internal production and the 
Company will have to look for alternative sources ’.  
(84) Consequently, the Commission has investigated whether any  input foreclosure anti -
competitive effects arise from the Transaction  with respect to the  supply of battery 
grade cobalt materials .  
(85) An input foreclosure arises where, pos t-merger, the new entity would be likely to 
restrict access to the products or services that it would have otherwise supplied 
absent the merger, by making it harder for its downstream rivals to obtain supplies of 
the input under similar prices and conditions as absent the merger. In assessing the 
likelihood of an anticompetitive input foreclosure scenario, the Commission 
examines (i) whether the merged entity would have, post -merger, the ability to 
                                                 
42  Non-horizontal Mergers Guidelines, paragraphs 25 and 26.  
43  Form CO, paragraph 18.  
44  Replies to question 46 of Q1 – Questionnaire to competitors in refined cobalt and cathode materials for 
Li-ion batteries ; replies  to question 51 of Q2 –  Questionnaire to customers in the Li -ion battery value 
chain; and minutes of a call with a competitor on 17.10.2019.  
45  Minutes of a call with a competitor on 17.10.2019.  
 
 
17 substantially foreclose access to inputs, (ii) whether it w ould have the incentive to do 
so, and (iii) whether a foreclosure strategy would have a significant detrimental 
effect on competition downstream. In practice, the Commission often examines these 
factors together since they are closely related .46 
(86) The Notifyi ng Party is today one of the Target’s main customers for battery grade 
cobalt materials , which are ultimately used by the Notifying Party in its production 
of cathode materials in its plant outside the EEA  in South Korea. In 2018, around 
one third of the T arget’s sales of b attery grade cobalt materials (in value) worldwide, 
amounting to […]  tonnes of battery grade cobalt materials , were made to the 
Notifying Party. In the same year, more than half of the Target’s sales of b attery 
grade cobalt materials (in value) worldwide, amounting to approximately […]  tonnes 
were made to […] , a […]  producer of cathode materials for Li -ion batteries.  
(87) Umicore plans to produce around […]  tonnes of NMC -type cathode materials at its 
newly created site in Poland in 2020. D epending on the future needs of the battery 
industry, production could reach […]  tonnes  in 2021 and […]  tonnes in 2022. To 
feed the plant, Umicore estimates that it would need […]  tonnes of battery grade 
cobalt materials  in 2020, […]  tonnes in 2021 and […]  tonnes in 2022. In order to do 
so, Umicore  submits that it intends to increase the precursor production capacity of 
the Target, in addition to import s from Asia. Depending on the future needs of the 
battery industry, Umicore submits that it considers buil ding a […]  facility. To supply 
this new facility, Umicore could increase refining capacity at its Chinese refinery 
from 5 000 tonnes to […]  tonnes  and is considering the possibility to increase the 
Target’s refining capacity from 15 000 tonne s to […]  tonne s. 
(88) In view of the future needs of the Notifying Party’s newly created site in Poland, t he 
Commission has assessed whether Umicore would have the ability to foreclose 
access to battery grade cobalt materials to its competitors downstream. For the 
following reasons, the Commission concludes that the Notifying Party would not 
have such ability . 
(89) First, the worldwide market share of the  Target  in the supply of battery grade cobalt 
materials amounts to approximately [10-20]% in both volume and value  (Umicore is 
not active) , and even lower in capacity . In the EEA, according to the Notifying 
Party, the Target would have a market share far below 30% in the supply of battery 
grade cobalt materials. It is noted that  there are currently  very limited sales of these 
products  by any supplier  in the EEA  as there is no or very limited demand in the 
EEA .47  
(90) Second, Umicore is already a major customer of the Target and approximately one 
third of the Target’s total production of battery grade cobalt m aterials  is supplied to 
Umicore today.  
                                                 
46  Non-horizontal Mergers Guidelines, paragraphs 31 and 32.  
47  According to the Notifying Party, in 2018, the Target sold […]  tonnes of battery grade cobalt materials for 
EUR […] million in the EEA . Out of the […]  tonnes, […] tonnes were sold to […]  for non -battery related 
applications and […]  tonnes were sold to [… ], a commodity trading company that, according to the 
Notifying Party, purchases  battery grade cobalt materials to include them in its product portfolio, mainly 
for exports outside of the EEA . 
 
 
18 (91) Third, other significant cobalt refiners, in particular in Asia but also in the EEA  and 
elsewhere, are active in the production and supply  of battery grade cobalt materials.  
(92) According to the Notifying Party, other s uppliers  of battery grade cobalt materials 
include Huayou (China , with a worldwide market share of [10- 20]% in the supply of  
battery grade cobalt materials ), GEM (China , with a worldwide market share of 
[10-20]% in the supply of  battery grade cobalt materi als), Jiana (China, with a 
worldwide market share of [5 -10]% in the supply of  battery grade cobalt materials) 
and Ambatovy  (Madagascar , with a worldwide market share of [0 -5]% in the supply 
of battery grade cobalt materials ), among others.  
(93) As to  EEA -based  suppliers , the Notifying Party submits that actual or potential 
suppliers include at least  Norilsk Nickel ( Finland)  and Terrafame (Finland). Norilsk 
Nickel currently suppl ies battery grade cobalt materials  and has  a worldwide market 
share of [0 -5]% in the  supply of  battery grade cobalt materials . According to the 
Notifying Party, Terrafame ( Finland ) is setting up production and will have capacity 
to produce around […] tonnes of batter grade cobalt  materials  per year  as of 2021 .48 
Furthermore, […], therefore creating  an additional supplier of such products  in the 
EEA.49  
(94) As to supplying sustainab le and ethical cobalt products , the results of the market 
investigation suggest  that Terrafame and Norilsk Nickel , which are easier to trace by 
European customers  for their geographical location , supply sustainable and ethical 
cobalt  products . Moreover,  a respondent that has announced plans to build a 
precursor plant in the EEA  expressed that  ‘some Chinese suppliers of battery grade 
cobalt materials (eg. Huayou) have understood the importance of ethical supply for 
European customers and are trying to secure ethical cobalt units ’.50 Ultimately , to 
ensure that the battery grade cobalt materials are sustainable and ethical, producers 
downstream could trace the cobalt th at goes into a  refinery . For instance, a carmaker 
active in the production of Li -ion batteries for its production of EVs indicated that it 
‘often sources cobalt input materials from cobalt miners directly ’.51 
(95) Fourth, in view of the foreseen  demand increase for battery grade cobalt materials, it 
is expected that cobalt refiners expand their capacities  for battery grade cobalt 
materials , although it is yet to be seen to what extent . In this regard, a competitor of 
the Notifying Party  has expressed that ‘ there will be a lot of activity in the value 
chain for rechargeable lithium -ion batteries as mining companies are developing 
capabilities downstream (to enter into markets with higher margins) and carmakers 
are developing capabilities upstream (to employ current  workers now dedicated to 
declining products) ’.52 An example of such capacity increases is Terrafame (Finland) 
that is expected to come online with cobalt refining capacity in 2021.  
(96) Thus, it appears possible for producers of any type of cobalt containing  battery 
precursors (or cathode materials for Li -ion batteries ) currently sourcing battery grade 
                                                 
48  Form CO, paragraph 95.  
49  Reply to question 4 of the Commiss ion’s request for information of 31 October 2019.  
50  Minutes of a call with a competitor on 17.10.2019.  
51 Minutes of a call with a carmaker on 25.10.2019.  
52  Minutes of a call with a competitor on 17.10.2019.  
 
 
19 cobalt materials from the Target to turn to other sources of supply for such 
quantities.  
(97) In view of the lack of ability of the Notifying Party to foreclose acces s to battery 
grade cobalt materials to its competitors downstream, risk s of anticompetitive effects 
as a result of input foreclosure post -Transaction appear limited .  
(98) Further, the Commission has  for completeness  considered whether an input 
foreclosure situ ation could arise with respect to NMC -type precursors (as input 
material) and cathode materials . In the supply of NMC -type precursors the Target’s 
market share is even lower than in battery grade cobalt materials, that is [0 -5]% 
globally (with [10- 20]% cap acity share) and Umicore has  no sales . Therefore, input 
foreclosure concerns related to (NMC) precursors can be excluded. 
5.2.3. Conclusion 
(99) For the reasons set out in Section 5.2.2 above, the Commission considers that the 
Transaction would not significantly impede effective competition in the internal 
market  with respect to refined cobalt materials for battery applications . 
5.3. Refined cobalt materials for non -battery applications  
5.3.1. The Notifying Party’s view  
(100)  According to the Notifying Party, the Transaction does not give rise to any 
horizontal or vertical affected market or any competitive concern  with regard to 
refined cobalt materials for non -battery applications.  
5.3.2. The Commission’s assessment  
(101)  The Transaction does not give rise to horizontal overlaps between the activities of 
the Parties with regard to refined cobalt materials for non -battery applications.   
(102)  However, the Transaction creates a vertical link between certain upstream input 
materials (liquid cobalt compounds) produced by the  Target  and Umicore’s 
production of cobalt bonding powders and cobalt chemicals for some non- battery 
applications .  
(103)  For that reason, the Commission has investigated whether any input foreclosure anti -
competitive effects arise from the Transaction with respect to the supply of refined 
cobalt for non -battery applications  (including cobalt bonding powders and cobalt 
chemicals) . For the following reasons, the Commission has concluded that the 
proposed transaction would likely not raise significant anticompetitive effects in this 
respect.  
(104)  First, the Notifying Party explains that there is no merchant market for the upstream 
liquid cobalt compounds. In line with that, the Target currently only supplies the 
liquid cobalt compounds internally to the downstream production in the battery and 
non-battery value chains, the latter constituting the Retained Business es. Based on 
information provided by the Notifying Party, the transportability of the liquid cobalt 
compounds concerned are limited  and there are no third- party customers of these 
products  that the refinery in Kokkola c ould supply. 
 
 
20 (105)  Following the Transaction, supplies to the Retained Businesses would no longer be 
captive as the Retained Businesses enjoy a reserved capacity equivalent of up to […]  
tonnes of cobalt per calendar year  at the merged entity’s production site (Kokkola 
refinery) with the possibility of deciding the purpose for which the capacity is used.  
The Retained Business es would also be the only  likely  customer for such products 
for the refinery in Kokkola, whether in terms of product supply or capacity 
reservation.53  
(106)  Second, based on information available to the Commission, the re are adequate 
safeguards in place so that the merged entity would likely not be in a position to 
terminate the arrangement made in favour of the Retained Businesses.54 The 
arrangement is in place until 2093, which is the same year when the lease on the land 
on which the Target’s facilities stand termin ates.  
(107)  Third , the arrangements in place between Umicore and the Retained Businesses are 
essentially based on production costs (plus a mark- up), allowing the Retained 
Businesses to benefit from the reserved capacity akin to its own capacity in terms of 
costs. Overall, based on the information available to the Commission, it appears that 
such arrangements will not have any negative impact on the Retained Businesses’ 
cost base post -Transaction and, in fact, provide the Retained Businesses with several 
advantag es compared to the costs that FCO currently bears through its operation of 
the refinery.  
(108)  Fourth, as an alternative to the feed of cobalt compound solutions from the Target’s 
refinery, according to the Notifying Party, it would also be possible for the Reta ined 
Businesses to source already refined cobalt from other sources and to dissolve it into 
liquid cobalt compounds for transformation into downstream cobalt products. 
According to the Notifying Party, the Retained Businesses have existing technical 
installations for the use of dissolution and in any case it is estimated that the capital 
cost of installing  further cobalt dissolution equipment would be around EUR […]  to 
[…] million for 1 000 tonnes per year.55  
(109)  Fifth, in terms of incentives, information avail able to the Commission suggests that 
there are no obvious other immediate outlets for the production of the capacity 
reserved for the Retained Businesses  at the Kokkola refiner y if not used for the 
benefit of the Retained Business.  
(110)  Sixth, the  majority of r espondents to the market investigation sourcing  refined cobalt 
materials for non -battery applications  indicated that they  do not expect the 
transaction to have an impact on their business es.56 While some  of the respondents 
indicated that they expect prices of refined cobalt materials for some non-battery 
                                                 
53  Umicore makes limited supplies of such liquid cobalt compounds to third parties from its Belgian refinery. 
However, due to limits on the transportability of the materials, the production in Kokkola is  not an 
alternative for such customers. This relationship is also pre-existing the Transaction and, given that 
Umicore is not acquiring any non- battery downstream activities as part of the Transaction, Umicore’s 
incentives to continue supplies from the Belgian refinery would likely remain largely unchanged.  
54  The a rrangements made between the Notif ying Party and the Retained Businesses for the reservation of 
capacity at the Target’s refinery can only be terminated in the event of […] . 
55  Form CO, paragraph 195.  
56  Replies to question 25 of Q3 –  Questionnaire to customers of refined cobalt materials for various end 
applications . 
 
 
21 applications to increase,  the explanations provided suggest that they may have not 
understood the structure of the Transaction . In general, no duly substantiated  
concerns were expressed in the market investi gation. 
(111)  Consequently, the Commission finds that the merged entity would likely not have 
the ability or incentives to effectively foreclose the Retained Business es from its 
upstream input s. 
(112)  As to customer foreclosure, the Target  is currently not  a customer of the liquid cobalt 
compounds and, consequently, there is no risk of customer foreclosure in this 
respect. Moreover, based on the information the Notifying Party has provided on the 
(non- ) transportability of the liquid cobalt compounds produced by the Kokkola 
refinery, it is not feasible that the merged entity could transport them to their Belgian 
production site  and replace supplies from any third party even if such thid-party  
supplies took place . 
(113)  Consequently, the Commission finds that the merged entity  would likely not have 
the ability to engage in customer foreclosure.  
(114)  Furthermore, based on information available to the Commission it appears that, 
through the arrangements relating to the Transaction, or more generally, through the 
running of the Target’ s refinery, Umicore will not be able to deduce any information 
about the production volumes of the various downstream cobalt products produced 
by the Retained Businesses. Cobalt compound solutions will flow into a mainstream 
pipeline that will then enter the Retained Businesses’ premises  for further processing 
and transformation into the large variety of downstream products sold to many 
different applications.  
5.3.3. Conclusion 
(115)  For the reasons set out in Section 5.3.2 above, the Commission considers that the 
Transaction would not significantly impede effective competition in the internal 
market with respect to refined cobalt materials for non -battery applications.  
6. CONCLUSION  
(116)  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 Regu lation and Article 57 of the EEA Agreement .  
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission