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 -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels,  25.01.2022  
C(2022 ) 540 final 
PUBLIC VERSION  
 
ASP Prince Holdings, Inc.  
15311 Vantage Parkway West, Suite 
350  
77032 Houston, Texas  
United States of America   
Subject : Case M. 10341 – Prince / Ferro  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Ma dam,  
(1) On 26 November 2021 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of  Council Regulation (EC) No 
139/2004 (“the Merger Regulation”), and following a referral pursuant to Article 
4(5) thereof, by  which the undertaking ASP Prince Holdings Inc. (“Prince”, United 
States) acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole 
control of the undertaking Ferro Corporation (“Ferro” or the “Target”, United States) 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (“TFEU”) has introduced certain changes, such as the replacement of 
“Community” by “Union” and “common market” by “internal market”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […]. Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
 
2 
 (the “Transaction”).3 Prince and Ferro are hereinafter referred to as the “Parties”  or 
the “Merged Entity” and Prince as “the Notifying Party” to the Transaction . 
1. THE  PARTIE S  AND THE  CONCE NTRATION  
(2) Prince  is a US company active globally in the manufacturing of mineral -based 
chemicals, minerals and industrial additives and products focussed on the 
development, manufacture and marketing of specialty products for applications in a 
variety of industries, including construction, electronics, consumer products, 
agriculture, automot ive, oil & gas and heavy equipment.  Prince is ultimately 
controlled by affiliated funds managed by American Securities LLC (“American 
Securities”).  
(3) Ferro  is a US company active globally in the supply of (i) functional coatings for 
glass, metal, ceramic and  other substrates, and (ii) colour solutions in the form of 
pigments and colorants, for a broad range of applications and industries, mainly 
building and construction, automotive, industrial products, as well as household 
furnishings and appliance.  
(4) The Tra nsaction concerns the acquisition of sole control of Ferro  by Prince .  
(5) On 11 May 2021, the Parties entered into an agreement providing for a reverse 
triangular merger. This merger is entered into by Ferro, PMHC II Inc., a n indirect  
wholly owned subsidiary of Prince , and PMHC Fortune Merger Sub Inc. (the 
“Merger Sub”), a wholly -owned subsidiary of PMHC II Inc. , on 11 May 2021. 
Pursuant to the agreement, upon implementation of the Transaction, the Merger Sub 
will merge with and into Ferro and the separate exi stence of the Merger Sub will 
subsequently cease. Ferro will be the surviving entity in the merger and will become 
a wholly -owned direct subsidiary of PMHC II Inc.  and a wholly -owned indirect 
subsidiary of Prince.4 As part of the Transaction, Chromaflo Tec hnologies 
(“Chromaflo”, USA),5 another portfolio company of American Securities, will be 
combined with Ferro, within Prince. The Transaction therefore constitutes a 
concentration pursuant to Article 3(1)(b) of the Merger Regulation.  
                                                 
3  Publication in the Official Journal of the European Union No C 489 , 6.12.2021, p. 3.  
4  Immediately prior to the implementation of the proposed Transaction, each share held in Ferro shall be 
converted automatically into a right to receive a certain amount per share in cash. After the 
implementation of the proposed Transaction, each of the sh ares in Ferro shall be cancelled and 
extinguished automatically and shall cease to exist. Each share in the Merger Sub shall be converted and 
become one share of common stock of Ferro, as the surviving entity in the merger and shall constitute the 
entire i ssued stock capital of Ferro.  
5  Chromaflo is a US company active globally in the supply of colourants and chemical pigment dispersions 
for thermosets.  
 
 
 
3 
 2. UNION DIME NSION  
(6) The Transaction does not meet the thresholds laid down in Article 1(2) and Article 
1(3) of the Merger Regulation. In accordance with Article 4(5) of the Merger 
Regulation, the Notifying Parties requested a referral to the Commission on the 
grounds that (i)  the case would be reviewable under the national merger control laws 
of five Member States, namely Austria, Germany, Poland, Portugal and Spain; and 
(ii) the geographic scope of a number of potentially affected  markets , as a result of 
the Transaction, is l ikely to be wider than national. No Member State expressed 
disagreement with this request and the case was referred to the Commission on 17 
August 2021.  
3. MARKE T DE FINITION  
3.1. Introduction  
(7) The Parties are two global US companies active in the manufacturing of m ineral -
based chemicals and industrial additives and products , giving rise to a number of 
overlaps6 at horizontal level.  
(8) In this respect, the Parties’ activities  give rise to affected markets , with respect to the 
manufacture and supply of porcelain enamel c oatings7 and glass coatings8 in the 
EEA, where they both operate  production facilities.  
3.2. Product market definition  
3.2.1.  Porcelain enamel coatings  
(9) Porcelain enamel coatings are a type of surface coating consisting in a thin layer of 
glass-like coating applied to a substrate of metal . They  are also known as vitreous 
coating or vitreous enamel.  
(10) Porcelain enamel coatings are made from frits, i.e. ground glass generally produced 
from metal oxides and minerals. Porcelain enamel coatings are then app lied on 
                                                 
6  The Transaction gives rise to horizontal overlaps regarding the Parties’ activities in the manufactur e and 
supply of (i) porcelain enamel coatings, (ii) glass coatings, (iii) roof tile coatings, (iv) pigment dispersions 
for thermosets (v) industrial cobalt aluminate and (vi) ready -to-use mixtures for grinding wheels. As the 
Parties’ market shares, under a ny plausible market definition, do not exceed 20% with respect to roof tile 
coatings, pigment dispersions for thermosets industrial cobalt aluminate and ready -to-use mixtures for 
grinding wheels, these products will not be further discussed in this Decisio n.  
7  In the EEA, Prince manufactures and supplies porcelain enamel customers from its production facility 
located in Bruges (Belgium). Ferro produces and supplies porcelain enamel customers in the EEA from its 
production facilities in Saint -Dizier (Franc e) and Almazora (Spain).  
8  In the EEA, Prince manufactures and supplies glass coatings from its production facility located in 
Cambiago (Italy). A small portion of the glass coatings (forehearth colorants) supplied by Prince in the 
EEA originates from its  production facility in Fenton (United Kingdom). Ferro produces and supplies 
glass coatings customers in the EEA from its production facilities in Saint -Dizier (France), Alsfeld, 
Colditz, Hanau and Frankfurt (Germany), and Almazora, Benicarlo and Onda (Spa in).  
 
 
 
4 
 different metal substrates like stainless steel, cast iron, aluminium or copper, and aim 
at protecting the metal substrate and impart certain properties like corrosion 
resistance, thermal stability, and scratch resistance. Porcelain enamel coatings  are 
used for four main product applications, namely (i) appliances ( e.g., washing 
machines, dishwashers, dryers, stoves and ovens), (ii) water -heaters, (iii) sanitary -
ware ( e.g., bath tubs and washbasins) and (iv) cookware applications ( e.g., pots and 
pans). 
Notifying Party’s view  
(11) The Notifying Party submits that the market for the manufacture and supply of 
porcelain enamel coatings form a product market distinct from other industrial 
coatings based on the specific  characteristics of porcelain enamel coat ings and their 
respective applications, which give rise to limited substitutability with other types of 
industrial coatings.9 
(12) Furthermore, the Notifying Party argues that, given the existence of demand -side 
substitutability, as well as a high degree of supply -side substitutability, the market 
for the manufacture and supply of porcelain enamel coatings constitute a single 
overall product market, which does not require further segmentation based on, e.g., 
end-use application.10 
Commission’s a ssessment  
(13) While not having dealt specifically with the market for the manufacture and supply 
of porcelain enamel coatings in its decisional practice, the Commission has , in the 
past, considered a number of distinct relevant product markets within the indu strial 
coatings category, such as coil coatings, wood finishes, protective coatings, powder 
coatings, and other industrial coatings.11 In a previous decision,12 the Commission 
considered a possible further segmentation of the market for coil coatings by end -
application ( e.g., construction, transport, domestic appliances). The Commission, 
however, ultimately left the scope of the exact product market definition op en.   
(14) In line with the Notifying Party’s arguments and with its precedents, for the purposes 
of the present case, t he Commission  considers that the market for the manufacture 
and supply of porcelain enamel coatings should be considered separate ly from othe r 
industrial coatings. Specifically, the  Commission’s  considerations would rely on (i) 
the specific features of the manufacturing process of porcelain enamel coatings,13 
and on (ii) the characteristic  properties porcelain enamel coatings  impart, such as 
                                                 
9  Form CO, Chapter 2, paragraphs 21 et seq.  
10  Form CO, Chapter 2, paragraphs 24 et seq.  
11  M.8136 – BASF/Chemetall; M.8004 – Akzo Nobel/Basf Industrial Coatings Business . See also M.4853 – 
PPG/SigmaKalon ; M.1182 – Akzo Nobel/Courtaulds . 
12  M.8004 – Akzo Nobel/Basf Industrial Coatings Business.  
13  Porcelain enamel coatings are made starting from frits. Frits are produced by blending and mixing the raw 
ingredients, high temperature smelting to form a glass, and then milling the mixture into a fine powder. 
This finely ground porcelain enamel powder is  then applied to the metal.  
 
 
 
5 
 corrosion resistance, thermal stability, and scratch resistance.14,15 The market 
investigation results did not contradict such findings.      
(15) In the present case , the Commission investigated whether , within  the market for the 
manufacture and supply of porcelain  enamel coatings , it would  be appropriate to 
distinguish  amongst different types of porcelain enamel coatings, based on their  end-
use applications .  
Distinction  by end -use application  
(16) In this respect, the results of the market investigation indicated  that, on the demand -
side, while customers  consider  that porcelain enamel coatings for different end -use 
applications could not be used interchangeably, competitors noted that , from a 
technical standpoint, porcelain enamel coatings for different end -use ap plications 
can be used interchangeably .16 From a supply -side standpoint, competitors also 
consider that the various elements of the manufacturing process of porcelain enamel, 
such as raw materials, infrastructure and equipment, production line and 
technolog ies, expertise , and product features, are similar or common across the 
different types of porcelain enamel based on end -application. Similarly, a number of 
competitors noted that durability, corrosion, and heat resistance are similar or 
common across the d ifferent types of porcelain enamel by end -use application. One 
competitor specified that porcelain enamel coatings  for appliances, water heaters, 
sanitary ware, cookware and heat exchangers are always interchangeable.17 
Additionally, the majority of custome rs confirmed that, if there were a change in 
market circumstances for the specific type of end -use application they currently 
source, they would consider switching to sourcing porcelain enamel for other end -
use applications.18  
Conclusion  
(17) In light of the elements set out above , the Commission considers that , for the 
purpose of the present case, it is appropriate to consider a n overall  market for  the 
manufacture and supply of  porcelain enamel coatings , without any  further 
segmentation by end -use application  being justified .  
3.2.2.  Glass coatings  
(18) Glass coatings serve both functional (obscuration) and aesthetic (colour and 
decoration) purposes. Glass coatings are used for a variety of application techniques 
including automotive glass (to block UV rays from adhesive  holding glass to frame), 
                                                 
14  Additionally, porcelain enamel coatings are not significantly affected by UV exposure; therefore, their 
aesthetical properties remain unchanged in time, differently from other coatings, such as paints and 
polymer coatings.  
15  Form CO, Chapter 2, paragraphs 3 et seq.  
16  Questionnaire 1 to Competitors for Porcelain Enamel, question 6.  
17  Questionnaire 1 to Competitors for Porcelain Enamel, question 6.  
18  Questionnaire 2 to Customers for Porcelain Enamel, question 6.  
 
 
 
6 
 flat glass ( e.g., appliance glass or architectural glass) and container glass (such as 
bottles). The Parties’ activities with respect to glass coatings relate in particular to 
glass frits -based products, which are primarily sold i n liquid form and, to a more 
limited extent, in dry form.19  
Notifying Party’s view  
(19) The Notifying Party submits that glass coatings form a distinct product market from 
other industrial coatings, due to their specific properties and respective applications,  
which gives rise to limited substitutability with other types of industrial coatings. 
Moreover, the Notifying Party argues that glass coatings constitute an overall 
market, which does not require further segmentation based on end -use application, 
consider ing that there is a significant degree of demand -side and supply -side 
substitutability between different types of glass coatings.20 
Commission’s assessment  
(20) Similarly to the observation made for porcelain enamel in paragrap h 13 above, in its 
past decisional  practice, the Commission has not specifically considered whether it 
could be appropriate to define a market for glass coatings or any other potential 
narrower markets , and  has only considered a number of distinct relevant product 
markets for various types  of industrial coatings.21 
(21) In the present case,  the Commission noted, in line with the argument s put forward by 
the Notifying Party that glass coatings constitute a specific type of product in light of 
the raw materials used as an input for its manufacturing (frit powder, pigments and a 
liquid medium) different from other types of coatings, and the s pecific end -
application purpose for which it is used in the industry.22 The results of the market 
investigation did not contradict this finding.23 
(22) Furthermore, the Commission investigated  whether it would be appropriate to 
distinguish between different types  of glass coatings, based on  their end-use 
                                                 
19  The Notifying Party submits that the vast majority of glass coatings are sold to customers as liquid glass 
coatings. This is because all glass coatings must be applied in liquid form. Where dry glass coating is 
supplied to a customer, this is generally conside red a semi -finished product (or intermediate) which is 
used by customers who choose to make the liquid glass coatings themselves by adding a carrier medium 
of their choice to powdered glass coating product instead of acquiring directly the liquid glass coa ting. 
Hence, the manufacture of dry glass coatings and liquid glass coatings is not conducted on two distinct 
product lines. Rather, the manufacture of liquid glass coatings includes one additional step. This 
additional step involves a piece of equipment t o disperse the dry glass coatings materials. At this stage of 
the process of manufacture, the glass coating paste is dispersed by means of a machine such as a triple roll 
mill or disperser.  
20  Form CO, Chapter 3, paragraph 35 et seq.  
21  M.8136 – BASF/Chemetall; M.8004 – Akzo Nobel/Basf Industrial Coatings Business . See also M.4853 – 
PPG/SigmaKalon ; M.1182 – Akzo Nobel/Courtaulds .  
22  Form CO, Chapter 4, paragraph 1 et seq.  
23  Minutes of calls with three customers, dated 23 September 2021, 30 Sept ember 2021, 1 October 2021; 
Minutes of a call with a competitor, dated 7 October 2021; Questionnaire 3 to Competitors for Glass 
Coatings , questions 2, 3 and 6; Questionnaire 4 to Customers for Glass Coatings , questions1, 2 and 6 . 
 
 
 
7 
 applications, i.e. automotive glass coatings, flat glass coatings, and container glass 
coatings . The Commission also investigated whether a distinction based on the  form 
of glass coatings i.e. dry glass coatings a nd liquid glass coatings, could be warranted 
and, finally, whether it would be appropriate to single out the manufacture and 
supply of forehearth colourants.24 The results of the market investigation and 
corresponding Commission ’s assessment are set out bel ow.  
Distinction  by end-use application  
(23) On the demand -side, a majority of competitors and customers alike indicated that 
customers would not be able to use  the various types of  glass coatings 
interchangeably .25 A majority of customers indicated , accordingly , that they would 
not be able to switch  from one type of glass coating to another ,26 because  notabl y of 
the differences existing between the application  process es (as each type of coating is 
applied to a specific type of glass, requiring different types of machinery) , the 
characteristics of the products  (formulation of the glass coating itself require 
different types of additives depending on the end -application ), as well as their 
specific products requirements  (resistance to scratching, heat etc. required b y 
customers varying significantly between each type of end -application) .27 A customer 
explains for example that the flat glass coating industry  is typically simpler in terms 
of application abilities requirements (e.g. spray, roll, coated on) than the automo tive 
industry which is more sophisticated in terms of the techniques used.28  
(24) On the supply -side, competitors pointed out certain similarities in the raw materials  
used and the production process of each end -applications, despite stressing 
differenc es in product features and know how.29 Customers also consistently noted 
that the production processes and the underlying technology largely varie s 
depending on the end -use application.30 Furthermore, the results of the market 
investigation were mixed in rel ation to the c ompetitors ’ ability to switch production 
between the various types of glass coatings in a relatively short timeframe and 
without incurring significant costs . While some competitors indicated that they 
would be in a position to switch producti on and would do so in case of a change in 
market conditions, others indicated that they would not have this ability.31  
(25) In this respect, the Commission notes that the market investigation highlighted that 
the Parties’ competitors do not focus the core of th eir activities on all three types of 
end-use application consistently, but they rather specialise in one or two areas and 
                                                 
24  See paragraph 33 below for a description of forehearth colourants.  
25  Questionnaire 3 to Competitors for Glass Coatings , questions 6 and 7; Questionnaire 4 to Customers for 
Glass Coatings , questions 6 and 7 . 
26  Questionnaire 4 to Customers for Glass Coatings , question 6 . 
27  Questionnaire 4 to Customers for Glass Coatings , question 6 . 
28  Minutes of a call with a customers, dated 23 September 2021.  
29  Questionnaire 3 to Competitors for Glass Coatings , question 7.  
30  Minutes of calls with three customers, dated 23 September 2021, 30 September 2021, 1 October 2021.  
31  Questionnaire 3 to Competitors for Glass Coatings , question 8.  
 
 
 
8 
 they tend to have limited activities in the other ones.32 A competitor also indicated 
that prices differ also from one type of end -use application to another. For example, 
coatings for automotive glass tend to be more expensive than non -automotive 
coatings, although in some instances, for example for some niche applications 
involving precious metals, non -automotive glass coatings may also  be expensive.33 
(26) In light of the above, the Commission leaves open the question as to whether it is 
necessary, to distinguish, within the manufacture and supply of glass coatings, some 
separate markets according to the end -use application i.e. automotive glass coatings, 
flat glass coatings, and container glass coatings.  
Distinction by form  (dry and liquid glass coatings)  
(27) In relation to the possibility to distinguish glass coatings according to their form, i.e. 
between liquid glass coatings and  dry glass coatings,34 the Commission first  notes 
that the manufacturing process of dry and liquid glass coatings slightly differs .35 
(28) However, according to the information provided by the Parties, dry glass coatings is 
only an intermediate product in that glass coatings must  in any event  be applied by 
glass manufacturers in liquid form , so that they are largely substitutable . Dry glass 
coatings are mixed with a liquid medium used as an input for the preparation of 
liquid glass coatings. As such, customers of dry coatings are either distributors or 
end customers which mix dry glass coatings at their own premises, for resale or own 
purposes use.  
(29) Accordingly, dry glass coatings constitute only a marginal part of the supply of glass 
coatings overall.36 In addition , on the basis of the data provided by the Parties, the 
Parties37 and virtually all competitors supply liquid glass coatings for the main end -
applications,  i.e. automotive, flat glass and container glass.38 
(30) These  observations were confirmed in the course of the market investigation. A 
minority of competitors indicated that they supplied glass coatings in dry form in the 
                                                 
32  Questionnaire 3 to Competitors for Glass Coatings , questions 6 to 9; Minutes of a call with a competitor, 
dated 7 October 2021.   
33  Minutes of a call with a competitor, dated 7 October 2021.  
34  Glass coatings may be supplied to customers in liquid or dry form.  
35  The manufacturing of liquid glass coatings consists in three steps: (i) blending / mixing the liquid and 
solid ingredients , then (ii) dispersing this mixture in a mill or dispersator (so -called pasting), and (iii) 
finally packaging the glass coating. Dry glass coatings are manufactured by (i) mixing and blending the 
solid ingredients and (ii) using a high -pressure compactor t o press them together.  
36  In 2020, in the EEA, approximately 17% of glass coatings supplied to the market were supplied in dry 
form. In value, this figure is approximately 10%.  
37  The only exception is that [10 -20]% of Ferro’s flat glass is supplied to the  market in dry form.  
38  The supply of dry glass coatings appears to be particularly relevant with respect to the supply of 
forehearth colourants, which further discussed in paragraph 31 below.  
 
 
 
9 
 EEA and, even when they did, such competitors indicated that dry coatings only 
accounted for a minimal proportion of their supply.39  
(31) As to distributors exercising an intermediary role – consisting in sourcing dry glass 
coatings from manufacturers and transforming it into liquid glass coatings to resell to 
customers – the results of the market invest igation results suggest that their activity 
is negligible.40 Only half of competitors and a minority of customers are aware of the 
presence of such distributors on the market, and these players are considered to only 
be able to supply very limited volumes.41 
(32) In light of these elements, the Commission considers that it is not appropriate to 
distinguish glass coatings according to their form, and that dry and liquid glass 
coatings should be considered altogether within each and every relevant markets .  
Forehear th colorants  
(33) Forehearth colorants is an umbrella term for a colouration substance (or additive) 
which enables the colouration of glass through the introduction, melting and 
dispersion of colorants in a forehearth channel, which is a channel transporting 
molten glass from the furnace to forming machines, instead of in a tank (which is 
how on -glass coatings are applied). Forehearth colourants are primarily used in 
conjunction  with container glass coatings.  
(34) Regarding forehearth colorants and the potential ide ntification of a separate segment 
for this product within container glass  coatings , the market investigation results did 
not provide  any elements , which would justify dis tinguishing a separate segment. 
The manufacture and supply of this product appears as a niche activity. O nly one 
competitor of the Parties indicated to be active in the manufacturing and  supply of 
this product and  a minority of customers source it.42 
(35) Furthermore, based on the information provided by the Notifying Party, container 
glass coati ngs can be applied to glass using different m ethods. The first method is an 
on-glass method which applies the coatings t o the surface of glass product. The 
second method is the in -glass method,  which changes the colour of the entire glass 
material and not only the surface of the  glass container. The i n-glass colouring can 
be achieved using both traditional glass coatings and forehearth colourants. As a 
result, traditional glass coatings and forehearth colourants differ in their application 
process but deman d for glass coatings applied on the surface of a container and 
forehearth products used in -glass typically come from the same customer groups and 
                                                 
39  Questionnaire 3 to Competitors for Glass Coatings , question 9.  
40  Questionnaire 5 to Distributors for Glass Coatings , question 6.  
41  Questionnaire 3 to Competitors for Glass Coatings , question 11; Questionnaire 4 to Customers for Glass 
Coatings , questions 8 -9. 
42  Questionnaire 3 to Competitors for Glass Coatings , question 12; Questionnaire 4 to Customers for Glass 
Coatings , question 10 . 
 
 
 
10 
 competitors are in a position to switch between forehearth coatings and other glass 
coatings in response to a change in price of either product.43 
(36) In light of these elements, the Commission considers that it is not appropriate to 
distinguish forehearth colourants from  container  glass coatings.  
Conclusion  
(37) In light of the elements set out above, the Commission consi ders that it could be 
appropriate to distinguish separate market s according to the type of end -application, 
i.e. automotive glass coatings, flat glass coatings, and container glass coatings, but 
ultimately leaves this question open, as that the competitive  assessment would not 
significantly differ if an overall market or each specific plausible narrower market is 
considered.  
(38) For the purposes of the present case, considering that serious doubts  would arise 
both on an overall market, as well as on each plausible  narrower markets  taken 
individually , the Commission will carry out its competitive assessment on the market 
for the manufacture and supply of glass coatings overall , and address each plausible  
narrower market where relevant.  
3.3. Relevant geographic market definition  
3.3.1.  Porcelain enamel coatings  
Notifying Party’s view  
(39) The Notifying Party submits that the geographic market for the manufacture and 
supply of porcelain enamel coatings is at least EEA -wide in scope, if not global. The 
reasons put forward a re the following:  (i) manufacturers supply porcelain enamel to 
customers globally from a single or from a limited number of manufacturing sites ; 
(ii) there are large cross -border trade flows within the EEA and far beyond  (in 
particular, between EMEA and AP AC), and transport costs are negligible;  (iii) 
customers tend to procure products globally and in a centralised fashion ; (iv) 
manufacturers do not face material regulatory barriers or meaningful tariffs limiting 
trade ; and (v) there are no regional differe nces in product and technical 
characteristics.44 
Commission’s assessment  
(40) In those cases related to various types of coatings, while ultimately leaving the exact 
geographic market definition open, the Commission considered that the scope of 
most of these pr oducts is at least EEA -wide, if not global .45 
                                                 
43  Response to RFI 5, question 16 et seq.  
44  Form CO, Chapter 2, paragraph 38 et seq.  
45  M.4853 – PPG/SigmaKalon. For completeness, the Commission notes that, in this c ase, the Commission 
also considered the possibility for national markets while ultimately leaving these questions open. With 
 
 
 
 
11 
 (41) In the present case, the  results of the market investigation indicated that the  relevant 
geographic scope of the market  for the manufacture and supply of porcelain enamel  
coatings  could be EEA -wide, possibly with the addition of Turkey , due to the 
reasons outlined below .  
(42) Within the EEA, porcelain enamel manufacturers are subject to the same EU 
regulatory framework ( REACH – Registration, Evaluation, Authorisation and 
Restriction of Chemicals46), therefore, acro ss the EEA, under a regulatory 
standpoint, conditions of competition are rather homogenous . Additionally, 
customers highlighted the existence of price differences between the EEA and other 
regions of the world  and indicated transport costs and geographical  proximity to 
their suppliers’ manufacturing plant as elements playing a role in their choice of a 
supplier of porcelain enamel  coatings .47 In terms of transport costs, the majority of 
customers observed that, while transport costs represent 0 -5% of the tot al price of 
the product when the supplier is EEA -based, they represent 5 -10% of the total price 
of the product when the supplier is based outside of the EEA and supplies EEA -
based customers. In terms of geographic location, certain customers claim that it is 
essential that technical experts working for porcelain enamel coatings’ supplier s be 
in close contact with their customers , as they might be asked to intervene at their 
customers’ production sites at short notice, should a technical issue occur.48 The va st 
majority of customers  indicated that they source the largest part of their porcelain 
enamel coatings needs at EEA -wide level and, to a more limited extent, they source 
their needs from Turkish suppliers , which are considered by the majority of 
customers  as credible as EEA -based suppliers .49    
Conclusion  
(43) In light of the elements set out above, the Commission deem s it appropriate to define  
the geographic scope of the market for porcelain enamel as EEA-wide and, 
potent ially, including  Turkey. The Commission , however, considers that the 
question relating to the precise scope of the geographic market for porcelain enamel 
                                                                                                                                                      
respect to decorative coatings, the Commission considered the possibility for a national, regional or EEA -
wide scope. Regarding pro tective and marine coatings, the Commission considered that the potential 
market segment for protective coating could have had a national, EEA -wide or worldwide geographic 
scope. Lastly, for metal coatings, the Commission considered that the market could b e considered as either 
national or EEA -wide in scope. See also case M.8136 – BASF/Chemetall; M.8004 – Akzo Nobel/Basf 
Industrial Coatings Business  and M.1182 – Akzo Nobel/Courtaulds ; with respect to decorative coatings 
specifically, see M.10123 – PPG/Tikku rila; M.8020 – Sherwin -Williams/Valspar ; M.4779 – 
AkzoNobel/ICI.  
46  Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 
concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals ( REACH ), 
establishing a European Chemicals Agency, amending Directive 1999/45/EC and repealing Council 
Regulation (EEC) No 793/93 and Commission Regulation (EC) No 1488/94 as well as Council Directive 
76/769/EEC and Commission Directives 91/155/EEC, 93/67/EEC, 9 3/105/EC and 2000/21/EC, OJ L 
396/1, 30.12.2006, p. 3.  
47  Questionnaire 2 to Customers for Porcelain Enamel, question 7; minutes of calls with two customers and 
one competitor, dated respectively, 29 September 2021, 4 October 2021, and 23 September 2021.  
48  Minutes of a call with a customer, dated 4 October 2021.  
49  Questionnaire 2 to Customers for Porcelain Enamel, questions 7 and 11.  
 
 
 
12 
 coatings can be left open since the competitive assessment would not materially 
differ  under any plausible market definition.  
(44) For the purpose  of the present case, the Commission will carry out its competitive 
assessment on the overall market for the manufacture and supply of porcelain 
enamel coatings at EEA -wide level  and in the alternative regional market including 
the EEA and Turkey . 
3.3.2.  Glass co atings  
Notifying Party’s view  
(45) The Notifying Party argues that the geographic market for glass coatings is at least 
EEA-wide in scope, if not global. Specifically, the Notifying Party submits that 
manufacturers supply customers globally from a single or a  limited number of 
manufacturing sites; the transport costs are relatively low and the products can easily 
be transported; customers tend to procure products globally and in a centralised 
fashion; manufacturers do not face material regulatory barriers or m eaningful tariffs 
limiting trade; and there are no regional differences in product and technical 
characteristics.50 
Commission’s assessment  
(46) In its previous decisional practice relat ing to various types of industrial coatings, 
while ultimately leaving the exact geographic market definition open, the 
Commission considered that the scope of most of these products is at least EEA -
wide, if not worldwide.51  
(47) In relation to  the geographic scope  of the glass coatings market and plausible 
narrower relevant markets  for glass coatings,  the Commission first  notes that, similar 
to porcelain enamel, the EEA market is subject to the same EU regulatory 
framework (REACH - Registration, Evaluation, Authori sation and Restriction of 
Chemicals)  so that there are no material regulatory and technical variations across 
the EEA .  
(48) Second , while in the course of the market investigation c ompetitors indicated that 
they supply the market and that competition occur on a global basis, the large 
majority of customers stressed that they  typically  source th eir needs on an EEA -wide 
level.52 Furthermore, all competitors which contributed to the market investigation 
indicated that the competitive strength of their company, of t he Parties, as well as of 
other glass coatings suppliers varies across geographic regions.53 
                                                 
50  Form CO, Chapter 3, paragraph 21 et seq.  
51  Ibid. 
52  Questionnaire 3 to Competitors for Glass Coatings , questions 13  and 14; Questionnaire 4 to Customers for 
Glass Coatings, questions 11 -12; Minutes of a call with a customer, dated 1 October 2021.  
53  Questionnaire 3 to Competitors for Glass Coatings , question 15.  
 
 
 
13 
 (49) Third , customers also highlighted that the geographic location of suppliers and their 
proximity are important criteria to select a supplier, pointing towards a n EEA-wide 
geographic market scope.  A customer  for both automotive glass and flat glass  
explains for example that it is very important that the facility of its supplier is 
located close to his, to reduce transports costs as well as for security of supply, 
which is a critical point in the industry.54 According to another customer, having a 
regional supply base is a key requirement for automotive glass coatings customers, 
as it allows to reduce risks associated with transport and ensures availability of 
technical and customer support at short notice.55  
(50) With respect specifically to flat glass, cu stomer s explain  that lead times are 
particularly important in this area, as contracts tend to be short and supply be carried 
out on a project -by project basis.56 
Conclusion  
(51) On the basis of the elements set out above, the Commission considers the 
appropriate  geographic scope for the  market for  the manufacture and supply of  glass 
coatings  overall,  and all plausible  narrower markets  to be EEA -wide.  
4. COMPE TITIVE  ASSE SSME NT  
4.1. Analytical framework  
(52) Article 2 of the Merger Regulation requires the Commission to examine  whether 
notified concentrations are compatible with the internal market, by assessing whether 
they would significantly impede effective competition in the internal market or in a 
substantial part of it.57 
(53) In this respect, a merger may entail horizontal and /or non -horizontal effects. Non -
horizontal effects are those deriving from a concentration where the undertakings 
concerned are active in different, but related, relevant markets.  
(54) As concerns the assessment of horizontal overlaps, the Commission’s guidelin es on 
the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (the “Horizontal Merger Guidelines”)58 
distinguish between two main ways in which mergers between actual or potential 
competitors o n the same relevant market may significantly impede effective 
competition, namely non -coordinated and coordinated effects.  
                                                 
54  Minutes of a call with a customer, dated 1 October 202 1. See also minutes of a call with a customer, dated 
30 September 2021.  
55  Minutes of a call with a customer, dated 23 September 2021.  
56  Minutes of a call with a customer, dated 23 September 2021; minutes of a call with a customer, dated 30 
September 2021 . 
57  For specific rules in relation to the EEA, see Annex XIV to the EEA Agreement.  
58  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 31, 05.02.2004, p.5 -18. 

 
 
 
15 
 and [10-20]% in volume. In line with the Commission’s practice,60 these high 
combined market shares would already be in themselves indicative of the Parties’ 
strong, and possibly dominant, position on the market. The Parties’ next largest 
competi tors would have a market share significantly smaller than that of the Merged 
Entity , namely  Gizemfrit ( [10-20]% market share in value and volume ), Colorobbia 
([10-20]% market share in value and volume ), and Wendel ( [5-10]% market share in 
value and volume ).  
(59) Furthermore,  the Commission notes that  the competitive assessment would not 
significantly  differ , should  an alternative regional market including both the EEA 
and Turkey  be considered . In such case , in 2020, on the overall market for the 
manufacture and supply of porcelain enamel coatings, the Parties’ combined market 
share would amount to [40-50]% in value and to [40-50]%  in volume, with an 
increment brought by Prince of, respectively, [10-20]% in value and [10-20]%  in 
volume.  The main remaining competitors would be the same  as those  identified in 
the market including only the EEA . While Gizemfrit, which is a Turkish -based 
supplier, would hold a slightly higher market share in an alternative market 
encompassin g both the EEA and Turkey, the other  competitors’ market share would 
be very similar , showing  that the market structure and the gap between the Merged 
Entity ’s market share post -Transaction and its next largest competitors would still be 
significant . More specifically, Gizemfrit would hold a [20-30]% market share in 
value and a [20-30]% market share in volume, Colorobbia would hold a [10-20]%  
market share in value and volume, and Wendel would hold a [5-10]% market share 
in value and volume.     
Notifying P arty’s view  
(60) The Notifying Party submits that the combination of the Parties’ activities in the 
market for the manufacture and supply of porcelain enamel coatings will not give 
rise to non-coordinated  horizontal  effects due to reasons set out below :61 
(a) First , the Parties will continue to face significant competitive pressure from a 
range of well -established suppliers of porcelain enamel coatings , such as 
Gizemfrit, Colorobbia, Wendel, EMO, Torrecid,  and Keskin ;62  
(b) Second , customers typically adopt a multi -sourcing strategy , which implies 
that they generally have 2  to 3 suppliers qualified with whom  they regularly 
place orders . According to the Notifying Party, customers are in a position to 
play suppliers against each other in order to obtain the most competiti ve 
terms ;63  
(c) Third , post-Transaction, the Parties will continue facing competition not only  
from EEA-based suppliers but also from suppliers based  outside of the EEA, 
                                                 
60  Horizontal Merger Guidelines, paragraph 17.  
61  Form CO, Chapter 2, paragraphs 52 et seq.  
62  Form CO, Chapter 2, paragraph 53.  
63  Form CO, Chapter 2, paragraph 54.  
 
 
 
16 
 such as Turkish and Asian suppliers. These suppliers already have existing 
production faci lities with sufficient spare capacity that could be used  to 
supply products into the EEA. Hence, the Notifying Party argues that, in 
order to keep their customers , they would have no incentive to carry out 
strategies which could potentially induce their customers to switch to these 
alternative suppliers ;64 
(d) Fourth , there is significant spare capacity so that rival suppliers could easily 
and rapidly  expand supplie s. Consequently, if the Parties were to restrict 
output or increase prices post -Transaction, the re are well -established 
competitors on the market that have spare production capacity as well as the 
necessary know -how and exper ience for customers to turn to;65 and 
(e) Finally , the Parties face countervailing buyer power, specifically  from large 
and sophisti cated customers, who may even be able to in -source production  
of porcelain enamel coatings.  The Notifying Party argues that there is already 
a number of European manufacturers of porcelain enamel products already 
in-sourcing their porcelain enamel coatings  needs.66  
Commission’s assessment  
(61) For the reasons set out in this section, the Commission considers that the Transaction 
raises serious doubts as to its compatibility with the internal market with respect to 
porcelain enamel coatings in the EEA  or within a broader geographic market 
encompassing the EEA and Turkey .  
(62) First , as set out in paragraph s 56 to 58  above, the Commission notes that the 
Transaction leads to the creation of a very large player for the manufacture and 
supply of porcelain enamel coatings , with high combined market share s.  
(63) Considering an EEA -wide market, the Parties’ combined market share would 
amount to [50-60]% in value and volume, which is, in itself, evidence of the 
existence of a dominant market position.67 In the poten tial alternative market 
encompassing both the EEA and Turkey, the Parties’ combined market share s, while 
being below 50%, would still be significantly high ([40-50]% in value and [40-50]% 
in volume). The Parties’ strong position on the market and the overa ll market 
structure are mirrored in  the market investigation results, where  the majority of 
customers submitted that, post -Transaction, there would  not be a sufficient number 
of suppliers of porcelain enamel coatings remaining in the market .68 Moreover, 
customers ranked  Prince and Ferro as the strongest  players in the market  in terms of 
competitive strength , followed by Wendel, whereas competitors ranked Prince, 
                                                 
64  Form CO, Chapter 2, paragraphs 55 -62.  
65  Form CO, Chapter 2, paragraphs 63 -71.  
66  Form CO, Chapter 2, paragraphs 72 -78.  
67  Horizontal Merger Guidelines, recital 17.   
68  Questionnaire 2 to Customers for Porcelain Enamel, question 30.  
 
 
 
17 
 Ferro, and Gizemfrit as the strongest  suppliers.69 This ranking, however, would need 
to be balanced with the indication provided by a number of customers who consider 
that, while Turkish players, such as Gizemfrit, could be considered as credible 
suppliers of porcelain enamel coatings in the EEA, the perceived lower quality of 
their produc ts and the geographic distance would disadvantage them vis-à-vis EEA-
based suppliers, such as the Parties.70 
(64) Second, the Commission considers that  the Parties are close  competitors in the 
market for the manufacture and supply of porcelain enamel coatings in  the EEA. 
Both the majority of customers and competitors who responded to the market 
investigation regard the porcelain enamel coatings manufactured and supplied by the 
Parties as largely substitutable in terms of product features and quality .71 Only to a 
more limited extent, players, such as Gizemfrit, Wendel, and Colorobbia are reported  
as close competitors to any of the Parties.72    
(65) Third,  the Commission considers that non -EEA based suppliers would not be 
capable of credibly competing with the Parties for  EEA-based customers. 
Specifically , in relation to non -EEA based suppliers’ capability to compete for EEA -
based customers, while the majority  of customers and competitors indicated that 
Gizemfrit, a Turkish -based player, would be capable to credibly compet e for 
customers based in the EEA,73 a number of customers also indicated that, in certain 
instances, lower quality of the product as well as longer distance and higher transport 
costs could represent a competitive disadvantage for a player, such as Gizemfri t. 
None of the  customers who responded to the market investigation indicate d that 
Asian suppliers would be credible players to fulfil their needs of porcelain enamel 
coatings in the EEA.74    
(66) Fourth , while the majority of customers who responded to the mark et investigation 
confirmed that they tend to adopt a multi -sourcing strategy for their needs of 
porcelain enamel coatings, due primarily to security of supply considerations, they 
also argued that they tend to supply their porcelain enamel coatings needs f rom two 
or three suppliers only. Additionally, one customer indicated that, while in the past 
there used to be over half -dozen suppliers in the market to switch to, currently, there 
are only three main suppliers who would be considered credible, i.e., Prin ce, Ferro, 
and Gizemfrit.75 A number of competitors also indicated that customers tend to 
source their needs from a maximum of two -to-three suppliers.76 Hence, the 
                                                 
69  Questionnaire 1 to Competitors for Porcelain Enamel, question 18, and Questionnaire 2 to Customers for 
Porcelain Enamel, question 16.  
70  Questionnaire 2 to Customers for Porcelain Enamel, questions 7 -8. 
71  Horizontal Merger Guidelines, paragraph 28.  
72  Questionnaire 1 to Competitors for Porcelain Enamel, question 19, and Questionnaire 2 to Customers for 
Porcelain Enamel, question 18.  
73  Questionnaire 1 to Competitors for Porcelain Enamel, question 13, and Questionnaire 2 to Customers for 
Porcelain Enamel , question 11.  
74  Questionnaire 2 to Customers for Porcelain Enamel, question 11.  
75  Questionnaire 2 to Customers for Porcelain Enamel, question 21.  
76  Questionnaire 1 to Competitors for Porcelain Enamel, question 25.  
 
 
 
18 
 Commission understands that, while customers would prefer to continue to adopt a 
multi-sourcin g strategy and to switch among two -to-three players, post -Transaction, 
this multi -sourcing strategy may become practically impossible to carry out, since 
the remaining players in the market to whom customers can switch to are not 
considered as strong and c redible as the Parties. Even if customers wanted to switch 
to alternative suppliers, they would encounter difficulties in doing so, given the 
limited number of credible porcelain enamel coatings suppliers remaining in the 
market post -Transaction.77   
(67) Fifth , the Commission observes that switching supplier of porcelain enamel coatings 
would additionally be hindered by the substantial switching costs  that customers 
would face in doing so.78 The majority of customers who responded to the market 
investigation indi cated that switching supplier of porcelain enamel coatings is rather 
difficult and the vast majority of them has not switched to any alternative supplier in 
the last three years. They argue that switching is “ cost intensive ” and “ time 
consuming ” and indicated that , should  the testing phase of the product manufactured 
by an alternative supplies proceed  smoothly, it would still take them at least one year 
to switch.79 Additionally, the majority of customers consider that entering the EEA 
market for the m anufacturing and supply of porcelain enamel is difficult, indicating 
know -how and high costs relating to the infrastructure among the main barriers to 
entry. None of the customers who responded to the market investigation is aware of 
the entry of any new p layer in the EEA market for porcelain enamel coatings in the 
last five years.80  
(68) Sixth , in relation to in -sourcing, contrary to the arguments put forward by the 
Notifying Party, none of the customers or competitors who responded to the market 
investigation consider that in -sourcing porcelain enamel could be or become a 
credible alternative to fulfil customers’ porcelain enamel needs in the EEA.81 Given 
the obstacles to switch to alternative suppliers, as described above, and the lack of 
ability to in -source p orcelain enamel coatings, the Parties’ customers’ bargaining 
power would not seemingly exert a sufficient level of competitive pressure on the 
Merged Entity.82    
(69) Finally , the majority of customers and competitors indicated that the Transaction 
would have a  negative impact on the market for the manufacture and supply of 
porcelain enamel coatings in the EEA, specifically on price, choice of suppliers, and, 
to a more limited extent, on innovation.83 A number of c ustomers elaborated on this 
claim by arguing  that, post -Transaction, there would not be a sufficient number of  
                                                 
77  Horizontal Merger Guidelines, p aragraph 31.  
78  Horizontal Merger Guidelines, paragraph 31.  
79  Questionnaire 2 to Customers for Porcelain Enamel, questions 22 -23.  
80  Questionnaire 2 to Customers for Porcelain Enamel, questions 27 -28.  
81  Questionnaire 1 to Competitors for Porcelain En amel, question 27, and Questionnaire 2 to Customers for 
Porcelain Enamel, question 26.  
82  Horizontal Merger Guidelines, paragraph 64.  
83  Questionnaire 1 to Competitors for Porcelain Enamel, question 38, and Questionnaire 2 to Customers for 
Porcelain Enam el, question 31.  
 
 
 
19 
 porcelain enamel coatings suppliers remaining  in the market and none of those 
remaining would be  capable of competing with the Merged Entity. One customer, 
for instance, stated that “ The merging  of Prince and Ferro will lower competition, 
thus impacting price and choice of suppliers. Because of lack of competition, we 
believe there won't be incentives to innovation ” and one competitor confirmed that 
“The transaction will cause less competition an d less innovation ”.84 Certain 
customers even claimed that the number of credible options available to them would 
be reduced from two to one, i.e., the Merged Entity.85 For example, one customer 
indicated that “ There will be lower competition. There is no oth er supplier big 
enough to compete with Ferro + Prince ”.86 Therefore, the Commission considers 
that the increased market power that the Parties would hold post -Transaction, their 
larger bargaining power vis-à-vis customers, as well as the  reduction in compet ition 
might lead to, on the one hand, more profitable price increases  and, on the other 
hand, fewer  incentives to innovate.87       
Conclusion  
(70) In light of the above findings, the Commission considers that the Transaction raises 
serious doubts as to its compatibility with the internal market with respect to the 
market for the manufacture and supply of porcelain enamel coatings in the EEA due 
to no n-coordinated horizontal effects.  
4.3.2.  Glass coatings  
(71) The table s below set out the Parties’  market share estimates on an overall market for 
the manufacture and supply of glass coatings  (Table 2) , as well as on plausible  
narrower markets , i.e. automotive glass coatings (Table 3), flat glass coatings (Table 
4) and container glass coatings (Table 5).  
                                                 
84  Questionnaire 1 to Competitors for Porcelain Enamel, question 38, and Questionnaire 2 to Customers for 
Porcelain Enamel, question 31.  
85  Minutes of a call with a customer, dated 4 October 2021.  
86  Questionnaire 2 to Customers for Porc elain Enamel, question 31.  
87  Horizontal Merger Guidelines, paragraph 8.  



 
 
 
23 
 metallisation glass coatings , which the Notifying Party considers suitable 
alternatives to frits -based glass coatings ;  
(ii) Prince is a relatively small player in the EEA market for glass coatings and, 
therefore, the increment br ought by the Transaction is limited  and will not 
materially change the market structure ;  
(iii) Customers in the EEA typically adopt a multi -sourcing strategy which 
allows them to play glass coatings suppliers against each other to obtain 
better conditions;  
(iv) Post-Transaction, the Parties will continue facing competition from a well -
established number of EEA -based glass coatings suppliers as well as from a 
number of suppliers  who are not yet active in the EEA .95 
(b) Second , concerning  specifically automotive glass coat ings, the Notifying 
Party argues that the increment brought by Prince is relatively small and will 
not significantly change the market dynamics.  Additionally , the Parties face 
the threat of expansion from suppliers of glass coatings who do not currently 
supply to automotive glass customers and the y also face the pressure exerted 
by large and sophisticated customers ’ countervailing buyer power ;96 
(c) Third , as regards  flat glass coatings , similarly to the above, the increment 
brought by Prince is moderate  and will not significantly change the market 
structure . The Notifying Party notes that the Parties are not close competitors 
in relation to the supply of flat glass coatings, and , within this product area,  
their sales are generated generally from customer s in different sectors ; for 
instance, while Prince focuses its activity mainly on appliance glass coatings, 
Ferro is more active in the supply of architectural coatings . Similarly to the 
arguments put forward concerning automotive glass coatings, the Notif ying 
Party claims that t he Parties face the threat of expansion from suppliers of 
glass coatings who do not currently supply to flat glass customers and they 
are also subject to the pressure exerted by large and sophisticated customers ’ 
countervailing buye r power ;97 and  
(d) Finally , concerning container  glass coatings , while stressing again that 
Prince’s presence in this area is rather moderate, the Notifying Party argues 
that the Parties’ overlap in this product area is limited , i.e., there is only a 
limited n umber of customers currently sourcing their container glass coatings 
needs from both Parties . In addition, the Parties face the threat of expansion 
from even more suppliers of glass coatings, who do not currently supply to 
container glass customers and they are subject to the pressure exerted by 
large and sophisticated customers ’ countervailing buyer power . The 
Notifying Party also notes that there is currently spare capacity in the market , 
                                                 
95  Form CO, Chapter 3, paragraph 73 -82. 
96  Form CO, Chapter 3, paragraph 83 -97. 
97  Form CO, Chapter  3, paragraph 98 -109.  
 
 
 
24 
 which could allow competitors to  increase production  easily to meet  demand 
from switching customers, should an increase in price occur post -
Transaction .98 
Commission’s assessment  
(78) The Commission considers that the Transaction raises serious doubts as to its 
compatibility with the internal market, on an overall market as well as on plausible 
narrower markets for the manufacture and supply of glass coatings in the EEA.  
(79) First , as indicated in paragraph 70 to 75 above,  the Transaction would combine the 
first (Ferro) and the second (Prince)  largest  manufacturer and supplier  of glass 
coatings in the EEA, overall and for each of the three possible markets defined by 
reference to the various glass coatings end-application s. The market share data 
provided by the Parties also highlights the limited number of competitors, with 
market shares much more limited than that of the Parties’ combined market share s, 
suggesting that a limited number of alternatives would remain post-Transaction. 
These findings were confirmed in the cour se of the market investigation, along with  
the Parties’ closeness of competition.  
(80) With respect to automotive glass coatings , competitors and customers alike 
highlighted that the main players on the EEA market are Ferro, Prince  and Johnson 
Matthey, and rated  very similarly  their competitive strength, s o that the Parties can 
be considered as being particularly close.99 Customers also indicated that the Parties 
would be facing a very limited number of players post-Transaction.100  
(81) Regarding flat glass coatings , the results of the market investigation indicat e that, 
similar to automotive glass coatings, Ferro, Prince and Johnson Matthey, are the 
main players on the market and that they stand close in terms of competitive 
strength. Apart from the Parties, respondents to the market investigation identif ied 
Johnson Matthey and Fenzi as alternative competitors.101 
(82) As to container glass coatings , competitors indicated that Ferro is a particularly 
strong player on this area, while Prince is a smaller player.102 Customers however 
rated the Parties’ competitive strength on this narrower plausible market  as being 
very similar.103 Furthermore, a competitor  indicated that Prince and Ferro are able to 
                                                 
98  Form CO, Chapter 3, paragraph 110 -128.  
99  Questionnaire 3 to Competitors for Glass Coatings, question 21; Questionnaire 4 to Customers for Glass 
Coatings, question 19.  
100  Questionnaire 4 to Customers for Glass Coatings, question 20. 
101  Questionnaire 3 to Competitors for Glass Coatings, question 21; Questionnaire 4 to Customers for Glass 
Coatings, question 19.  
102  Minutes of a call with a competitor, dated 23 September 2021; Questionnaire 3 to Competitors for Glass 
Coatings, questio n 21. 
103  Questionnaire 4 to Customers for Glass Coatings, question 19.  
 
 
 
25 
 offer some alternative techniques and technologies that other players may not be able 
to provide.104  
(83) Second , with respect to the Notifying Party’s argument that market shares overstate 
the Parties’ position as they do not account for the competitive constraint exerted by 
suppliers of polymer, paper label, sleeves, hotstamping, foils, wet chemical etching, 
and met allisation glass coatings, the Commission observes that the technologies and 
techniques put forward by the Parties are very different from glass coatings, in that 
they do not involve the same raw materials, equipment and infrastructure, production 
line and  know -how, and also do not yield the same type of features on the finished 
product .105    
(84) In addition, even if the  technologies and techniques put forward by the Parties were 
considered as alternatives to the manufacture and supply of glass coatings  exerting  a 
competitive constraint on these products , these products only exert a very remote and 
limited competitive constraint on container glass coatings, so that it cannot be 
considered as significantly changing the Parties’ position on the market for the 
manuf acture and supply of glass coatings and other plausible narrower markets, nor 
having an impact on their competitive dynamics.  The results of the market 
investigation shows  notably that customer typically select their preferred technology 
before even reach ing out to suppliers , which do not typically take into account the 
competition coming from these alternative technologies, and that prices vary greatly 
from one type of technology to another without influencing each other.106 
(85) A competitor  primarily active in  the manufacture and supply of automotive and flat 
glass coatings  indicates in this respect that the choice of one technology rather than 
the other is with the customer and what they value for the result, such as design, 
aesthetics, sustainability etc. The  same competitor further explains that the price of 
other techniques is not influenced by those of glass coatings, but rather, by the price 
of raw materials.107  
(86) Another competitor active in the manufacture and supply of container glass coatings 
explains that the technologies being different, customer decide in favour of one 
technology over the other prior to even approaching suppliers, so that the price of 
one tec hnology does not influence the other.108 Rather, some other technologies such 
as hotstamping  are merely complementary  to glass coatings  rather than competing  
with it.  
                                                 
104  Minutes of a call with a competitor, dated 23 September 2021.  
105  Form CO, paragraph 39 et seq.; m inutes of a call with a competitor, dated 23 September 2021; minutes of 
a call with a competitor, dated 7 October 2021.  
106  Minutes of a call with a competitor, dated 23 September 2021; minutes of a call with a competitor, dated 7 
October 2021; see also Questionnaire 3 to Competitors for Glass Coatings, question 26.  
107  Minutes of a call wi th a competitor, dated 7 October 2021. Questionnaire 3 to Competitors for Glass 
Coatings, question 26.  
108  Minutes of a call with a competitor, dated 23 September 2021.  
 
 
 
26 
 (87) Third , the results of the market investigation have shown that customers are not in a 
position to exercise suffic ient countervailing buye r power, notably in view of the 
limited alternatives available on the market, as well as additional difficulties faced 
by customers when switching suppliers.  
(88) As such, although in the course of the market inve stigation, a majority of customers 
responding to the market investigation confirmed that they had a multi -sourcing 
strategy in place, they also put forward the fact that the number of credible players 
on the market meant that post -Transaction they would ha ve very few to no 
alternative players to turn to.109 Accordingly, d uring the market investigation,  a 
majority of competitors indicated that they did not consider that customers are able 
to exert significant buyer power.110  
(89) Furthermore, w ith respect to switching , a majority of customers responding to the 
market investigation indicated that it is difficult or very difficult to switch suppliers 
of glass coatings, mentioning technicalities, testing, as well as the number of 
products as barriers to switching .111 A majority of customers also indicated that it 
considered having  less negotiating power than their glass coating supplier.112 
(90) In relation specifically to  automotive glass coatings , customers indicated that they 
are limited in their  switching abilities due to some stringent testing  and project 
development processes, which typically last from several months to a year or more, 
and involve significant costs.113  
(91) Regarding flat glass coatings , a customer indicated that switching is particu larly 
complex, as production lines are fine -tuned for the use of a specific supplier. As a 
result, even in the case of supply issues, switching is seen as the last resort, and is a 
carefully considered option prior to implementation . Similar to automotive glass 
coatings, switching requires a testing process, of quality but also of the specific 
features of the product  (e.g. strength, thickness, scratching etc.) , and , after the testing 
phase, the product must also be validated by the customer’s clients .114 A cu stomer 
also stressed that the technology used by the supplier must be compatible with the 
customer’s production process, which can prevent switching altogether or limit the 
volumes which the customer is able to source from a given supplier.115 
(92) As to containe r glass coatings , several competitor s on the market stated that they did 
not consider buyer power to constitute a strong competitive constraint on its activity, 
                                                 
109  Questionnaire 4 to Customers for Glass Coatings, question 25; Minutes of calls with t hree customers, 
dated 23 September 2021, 30 September 2021, 1 October 2021.  
110  Questionnaire 3 to Competitors for Glass Coatings, question 30.  
111  Questionnaire 4 to Customers for Glass Coatings, question 26.  
112  Questionnaire 4 to Customers for Glass Coatings, question 27.  
113  Minutes of a call with a customer, dated 23 September 2021.  
114  Minutes of a call with a customer, dated 1 October 2021.  
115  Minutes of a call with a customer, dated 1 October 2021.  
 
 
 
27 
 notably because of the fact that the manufacture and supply of glass coatings is 
rather a niche  activity.116 
(93) Fourth , in the course of the market investigation, competitors and customers alike  
indicated that they did not consider the possibility for in -sourcing, i.e. the 
manufacture of glass coatings by customers themselves, to act as a competitive 
constraint on glass coatings suppliers ,117 notably because it would require too much 
time and incur  very high costs to be set up.118 Therefore, contrary to the Parties’ 
contention, the possibility for in -sourcing does not appear as a credible alternative 
for glass coatings customers.  
(94) Fifth , the results of the market investigation highlighted the presence of significant  
barriers to entry  notably in terms of know -how and technology required , making it 
difficult for new entrants to penetrate the market , and pose a competitive constraint 
on the Part ies post -Transaction. Customers and competitors stressed the h igh 
technical level and advanced expertise required for the supply, and more largely the 
developments of glass coatings products.119 Products are typically developed over 
several months of not years to meet specific customers requirements, and 
successfully f ulfil testing procedures and customer approvals.120 
(95) In this respect, a majority of competitors indicated that they viewed entry on the 
market for the supply of glass coatings in the EEA as difficult or very difficult.121 A 
vast majority of customers  similarly  indicated that they were not aware of any entry 
of new suppliers of glass coatings in the EEA in the past five years.122  
(96) Moreover, a  majority of competitors already active in the manufacture and supply of 
glass coatings in the EEA, indicated that they considered expanding their presence 
(e.g., by increasing the volumes produced with an increased capacity) as difficult.123 
More generally,  a majority of competitors also did not consider that any new entrant 
or small player would be able to grow/expand to such a level to exert a significant 
competitive constraint on the merged entity consisting of Prince and Ferro in the 
next three  years.124 
(97) Lastly , in the course of the market investigation, competitors and customers alike 
voiced concerns in relation to the impact of the Transact ion on the market and the 
plausible narrower markets . Across all types of glass coatings , a majority of 
                                                 
116  Minutes of a call with a competitor, dated 23 September 2021; Questionnaire 3 to Competitors for Glass 
Coatings, question 30 .  
117  Minutes of calls with a competitor and a customer, dated 23 September 2021 and 30 September 2021.  
118  Minutes of a call with a customer, dated 30 September 2021.  
119  Questionnaire 4 to Customers for Glass Coatings, question 30; Questionnaire 3 to Competitors for Glass 
Coatings, question 33.  
120  Questionnaire 4 to Customers for Glass Coatings, question 30; Questionnaire 3 to Competitors for Glass 
Coatings, question 33.  
121  Questionnaire 3 to Competitors for Glass Coatings, question 33.  
122  Questionnaire 4 to Customers for Glass Coatings, question 31.  
123  Questionnaire 3 to Competitors for Glass Coatings, question 32.  
124  Questionnaire 3 to Competitors for Glass Coatings, ques tion 35.  
 
 
 
28 
 competitors a nd customers anticipate that the Transaction will have a negative 
impact on prices , and possibly the range of supplied products .125 Customers also 
point out  the reduction of competition, in view notably of the limited number of 
players already active on the market.126 In this respect, the Commission notes that 
Parties’ strong combined position on the market in comparison with other players, 
combined with the low number of competitors remaining on the market and the 
relatively high barriers to market entry are likely to have an adverse effect on 
competition on the market.  
(98) A customer for automotive glass coatings summarised the impact of the Transaction 
as follows: “ Ultimately, it will allow the combined entity to become even more 
dominant ”.127 
(99) A customer for autom otive glass coatings and flat glass coatings notably explains 
that Prince represented an alternative sourcing which is lost directly because of the 
Transaction.128 The same customer indicates “ the Transaction may cause a reduction 
in the level of competition  in a market for the supply of automotive coatings such as 
enamel, which is already particularly concentrated .”129 
(100)  A competitor of the Parties in the area of container glass coatings voiced some 
concerns with respect to the size of the Merged Entity  post-Transaction, in a market 
which is particularly small and niche.130 
Conclusion  
(101)  In light of the elements stated above, the Commission considers that the Transaction 
is likely to raise serious doubts as to its compatibility with the internal market,  on the 
overall  market and plausible narrower markets for the manufacture and supply of 
glass coatings in the EEA.  
5. COMMITME NTS  
5.1. Framework for the assessment of the commitments  
(102)  Where a notified concentration raises serious doubts as to its compatibility with the 
internal market, the parties may undertake to modify the concentration to remove the 
grounds for the serious doubts identified by the Commission. Pursuant to Article 
6(2) of the Merger Regulation, where the Commission finds that, following 
modification by the under takings concerned, a notified concentration no longer 
                                                 
125  Questionnaire 4 to Customers for Glass Coatings, question 34; Questionnaire 3 to Competitors for Glass 
Coatings, question 41; Minutes of a call with a customer, dated 30 September 2021.  
126  Questionnaire 4 to Customers for Glass Coatings, questi on 35; Minutes of a call with a customer, dated 1 
October 2021.  
127  Minutes of a call with a customer, dated 23 September 2021.  
128  Minutes of a call with a customer, dated 1 October 2021.  
129  Minutes of a call with a customer, dated 1 October 2021.  
130  Minutes of a call with a competitor, dated 23 September 2021.  
 
 
 
29 
 raises serious doubts, it shall declare the concentration compatible with the internal 
market pursuant to Article 6(1)(b) of the Merger Regulation.  
(103)  As set out in the Commission's Remedies Notice,131 the c ommitments proposed by 
the parties have to eliminate the competition concerns entirely, and have to be 
comprehensive and effective from all points of view.132 Moreover, commitments in 
Phase I can only be accepted where the competition problem is readily iden tifiable 
and can easily be remedied. The competition problem therefore needs to be so 
straightforward and the remedies so clear -cut that it is not necessary to enter into an 
in-depth investigation and that the commitments are sufficient to clearly rule out  
“serious doubts ” within the meaning of Article 6(1)(c) of the Merger Regulation.133 
(104)  In assessing whether the proposed commitments will maintain effective competition, 
the Commission considers all relevant factors, including the type, scale and scope of 
the proposed commitments with reference to the structure and the particular 
characteristics of the market in which the competition concerns arise , including the 
position of the parties and other participants on the market.134 
(105)  In order for the proposed commitment s to comply with those principles, they must 
be capable of being implemented effectively within a short period  of time .135  
(106)  Concerning the type of acceptable commitments, the Merger Regulation gives 
discretion to the Commission as long as the commitments meet the required 
standards. Structural commitments will meet the conditions set out above only in so 
far as the Commission is able to conclude with the requisite degree of certainty, at 
the time of its Decision, that it will be possible to implement them and that it will be 
likely that the new commercial structures resulting from them will be sufficiently 
workable and lasting to ensure that effective competition will be maintained.136 
Divestiture commitments are normally the best way to eliminate competition  
concerns resulting from horizontal overlaps.  
(107)  The divested activities must consist of a viable business that, if operated by a 
suitable purchaser, can compete effectively with the merged entity on a lasting basis 
and that is divested as a going concern. The divested business must include all the 
assets which contribute to its current operation or which are necessary to ensure its 
viability and competitiveness and all personnel which are cur rently employed or 
which are necessary to ensure the business' viability and competitiveness.137 
                                                 
131  Commission  Notice  on  remedies  acceptable  under  Council  Regulation  (EC)  No  139/2004  and  
under  Commission Regulation (EC) No 802/2004 (OJ C 267, 22.10.2008, p. 1 -27), the “Remedies  
Notice”.  
132  Remedies Notice, paragraphs 9 and 61.  
133  Remedies Notice, paragraph 81.  
134  Remedies Notice, paragraph 12.  
135  Remedies Notice, paragraph 9.  
136  Remedies Notice, paragraph 10.  
137  Remedies Notice, paragraphs 23 -25. 
 
 
 
30 
 (108)  The intended  effect  from the divestiture  will only be achieved  if and once the 
divested business  is transferred  to a suitable  purchaser  in whose  hands  it will become  
an active  competitive  force  in the market.  The potential  of a business  to attract  a 
suitable  purchaser  is an important  element  of the Commission's  assessment  of the 
appropriateness of the proposed commitment.138 
(109)  Even though normally the divestiture of an existing viable stand -alone business is 
required, the Commission, by observing the principle of proportionality, may also 
advise the parties to consider the divestiture of businesses which have existing strong 
links or are partially integrated with businesses retained by the parties and therefore 
need to be ‘carved out’ in those respects. Conversely, carving -out a business from 
the scope of the commitments can only be accepted by the Commission if it can be 
certain  that, at least at the time when the business is transferred to the purchaser, a 
viable business on a stand -alone basis will be divested and the risks for the viability 
and competitiveness caused by the carve -out will thereby be reduced to a 
minimum.139  
5.2. Procedure  
(110)  On 17 December 2021, the Commission informed the Parties of the serious doubts 
arising from the preliminary assessment of the Transaction during a “State of Play ” 
meeting.  
(111)  In order to remove the serious doubts raised by the Transaction and render th e 
concentration compatible with the internal market, on 22 December 2021, the 
Notifying Party formally submitted a first set of commitments under Article 6(2) of 
the Merger Regulation (the “ Initial Commitments”).  
(112)  On 3 January 2022, t he Commission launched  a market test  of the Initial 
Commitments in order to assess whether they were sufficient and suitable to remedy 
the serious doubts identified and described under Section 4 above.  
(113)  Following the feedback received from the market test, the Notifying Party  formally 
submitted amended commitments on 19 January 2022 (the “Final Commitments”).140 
The Final Commitments are annexed to this decision,141 and form an integral part 
thereof.  
                                                 
138  Remedies Notice, paragraph 47 . 
139  Remedies Notice, paragraphs 35 -36. 
140  The Parties are in discussion with the US FTC regarding the divestment of Prince’s US porcelain enamel 
business (the “Prince US Porcelain Enamel Business” and, together with the Divestment Businesses, the 
“Combine d Divestment Business”). […]  
141  See Annex I.  
 
 
 
31 
 5.3. The proposed Commitments  
5.3.1.  Description of the Initial Commitments  
(114)  The Initial Commi tments consist of the divestment of : (i) Prince’s European 
porcelain enamel coatings business, and (ii) Prince’s European glass coatings 
business,142 which respectively include  Prince’s Belgian subsidiary Prince Belgium 
BV (including its branches in France and Germany and a representative office in 
Shanghai) and Prince’s Italian subsidiary Prince Minerals Italy S.r.l. , jointly r eferred 
to as the “Divestment Businesses” . Specifically, the following elements are included  
in the Divestment Business es:  
(a) Prince’s manufacturing facility in Bruges, Belgium (the “Bruges Facility”) 
and all tangible and intangible assets (including intellectual property rights) 
located at the Bruges Facility needed to manufacture, develop and supply 
porcelain enamel coatings as currently manufactured, developed, and 
supplied by Prince;  
(b) Prince’s manufacturing facility in Cambiago, Italy (the “Cambiago Facility”)  
and all tangible and intangible assets (including intell ectual property rights ) 
located at the Cambiago Facility  needed to manufacture, develop and supply 
glass coatings as currently manufactured, developed, and supplied  by Prince ;  
(c) All production equipment necessary for the production of forehearth 
concentrat es to be re -located to the Bruges Facility from Fenton, UK;143 
(d) The land where the tangible assets belonging to the Divestment Businesses 
are located (except for the premises where the Cambiago Facility operates as 
these are not owned by Prince Minerals Italy  S.r.l.);  
(e) All raw materials, if any, work in progress and finishing goods inventory 
related to the Divestment Businesses;  
(f) All intellectual property rights  used by Prince Belgium BV and Prince 
Minerals Italy S.r.l., know -how and R&D relating to the marketing, 
development, manufacture and supply of porcelain enamel coatings and glass 
coatings (including logos, sub -brands, taglines, trade dress)  and the 
manufacturing processes used , including with respect to pipeline products ; 
(g) All licences, permits and  authorisations issued by any governmental 
organization for the benefit of the Divestment Businesses;  
                                                 
142  This is to the exception of forehearth colourants concentrates. With respect to forehearth colourants 
concentrates specifically, Prince further committed to transfer its production unit of forehearth colouran ts 
concentrates located in Fenton, UK, to its production facility in Bruges, Belgium.  
143  As part of the Initial Commitments, Prince shall relocate the production equipment necessary for the 
production of forehearth concentrate from Fenton to the Bruges Fac ility, at its own cost and risk.  
 
 
 
32 
 (h) All contracts, leases, commitments, and customer orders of the Divestment 
Businesses;  
(i) All customer, credit and other records of the Divestment Businesse s;  
(j) Through a transition services agreement (“TSA”), transitional suppo rt to the 
extent requested by the purchaser and for a reasonable commercial duration 
between […] months ;  
(k) License to the purchaser  – for a reasonable transitional period necessary to 
allow the purchaser  to rebrand the Divestment Businesses – to use the 
“Prince” name and logo to the same extent as such name and logo are 
currently used by Prince in relation to the Divestment Businesses ; 
(l) During the period of the above mentioned license, a black -out period of a 
commercially reasonable duration during which Prince will not , within the 
EEA, sell any Prince -branded products of a type that is currently 
manufactured by the Divestment Businesse s or Prince -branded forehearth 
concentrate products; and  
(m) All personnel employed at each of the Bruges Facility and the C ambiago 
Facility (approximately  125 individuals in the Bruges Facility and 26 
individuals in the Cambiago Facility) , including the key personnel .  
(115)  The Initial Commitments provide that the p urchaser of the Divestment Businesses 
will meet the following criteria:  
(a) The purchaser shall be independent of and unconnected to the Notifying 
Party and its affiliated undertakings (this being assessed having regard to the 
situation following the divestiture);  
(b) The purchaser shall have the financial resources, proven experience and 
incentive to maintain and develop the Divestment Businesses as a viable and 
active competitive force in competition with the  Parties and other 
competitors;  
(c) The acquisition of the Divestment Businesses by the purchaser must neither 
be likely to create, in light of the information available to the Commission, 
prima facie  competition concerns nor give rise to a risk that the 
implementation of the Initial Commitments will be delayed. In particular, the 
purchaser must reasonably be expected to obtain all necessary approvals from 
the relevant regulatory authorities for the acquisition of the Divestment 
Businesses.  
(116)  The Initial Commitments provide that the Divestment Businesses are an attractive 
and sellable  package , which generated in 2020 a total net turnover of approximately  
 
 
 
33 
 EUR […] million.144 Forecasted turnover for 2022 would amount to approximately  
EUR […] millio n.  
5.3.2.  Results of the market test  
(117)  Overall, the results of the market test were positive. A large majority of respondents 
to the market test indicated that the Initial Commitments are suitable , i.e., their scope 
is appropriate  to effectively remove the compet itive concerns identified.145  
(118)  A number of respondents to the market test noted, however, that certain IP rights and 
R&D capabilities might be shared among Prince’s facilities across the world and not 
be exclusive to the Divestment Businesses, thus hampering  the autonomy and the 
viability of the Divestment Businesses in terms of IP rights and R&D.146 The 
Commission subsequently  investigated this claim  further . Ultimately, based on the 
information provided by the Notifying Party, the Commission understands that there 
are certain technical customer support services performed at Prince’s various R&D 
centres across the world. These technical customer support services, however, are 
performed independently and not in coordination with the technical customer 
support services performed at the Bruges Facility and the Cambiago Facility. All the 
necessary IP rights and R&D capabilities relating to the manufacture and supply of 
porcelain enamel coatings and glass coatings in the EEA are fully part of the 
Divestment Busines ses.147  
(119)  In terms of viability, a  majority of respondents to the market test further confirmed 
that the Initial Commitments, in the hands of a suitable purchaser would allow it to 
become an effective competitor in the EEA in the manufacture and supply of bot h 
porcelain enamel coatings and glass coatings .148   
(120)  The majority of market participants indicated that the scope of the transitional 
services agreement proposed in the Initial Commitments is sufficient for a purchaser 
to take up operations effectively. In t erms of duration, the majority of market 
respondents indicated that 12 months would appear to be an appropriate duration for 
such agreement .149 
(121)  Concerning the rebranding license clause, market participants who responded to the 
market test most commonly answe red that an appropri ate duration for such provision  
would be either 12 months or 6 months, but a sizeable number of respondents also 
indicated that 24 months would be more adequate.150 The market test results relating 
to the rebranding license clause would n eed to be assessed together with the r esults 
                                                 
144  This figure does not include forehearth concentrate revenues currently sold from Fenton, UK.  
145  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, questions 4 and 5.1 -5.2. 
146  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, questions 5.1.1 and 
6.1.1.  
147  Response to RFI 12, question 1, and RFI 13, questions 7 -8.  
148  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, questions 6.1 and 6. 2.  
149  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, questions 7.1 and 7.2.  
150  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, questions 8.1 and 8.2.  
 
 
 
34 
 relating to the black -out period. In this respect, a majority of respondents indicated 
that 24 months would be an appropriate duration for such black -out period, while a 
sizeable number of respondents consider t hat 12 months might be sufficient.151 
(122)  As to potential r isks associated with the Initial Commitments, the vast majority of 
respondents to the market test did not point out any uncertainties, difficulties, risks 
and/or delays , which could jeopardise the transf er of the Divestment Businesses , 
their viability , or future competitiveness of the Divestment Businesses in the hands 
of a suitable purchaser.152 
(123)  In relation to the standard purchaser criteria included in the Initial Commitments, 
while a majority of respondents to the market test indicated that such criteria would 
be appropriate to identify a suitable purchaser , the slight majority of customers who 
responded to the market test consistently expressed concerns in relation to the 
identity of  the purchaser of the Divestment Businesses.  More specifically, a number 
of customers indicat ed the importance for a purchaser to have a relevant experience 
dealing with industrial businesses,  as well as a long-term investment strategy  in the 
EEA.153 One cu stomer, for instance, noted “ This is a highly technical sector. We 
believe that the buyer should have a very strong industrial background and should 
have the proven expertise to run such an entity. A purely financial buyer would lack 
the necessary expertis e to ensure continuous innovation, and may solely focus on 
short profits ” and another one added “ We believe the purchaser must have 
knowledge of the customers and the regulations. Not necessarily be an already 
established player in the specific enamel porc elain, but have exposure to the same 
markets ”.154 Additionally, certain customers who responded to the market test 
stressed that it would be risky to sell the Divestment Businesses to a financial 
investor as a financial  investor  would focus on short -term profitability and not be 
interested in having a long -term commitment to maintain the Divestment Businesses 
viable and competitive . One customer observed  “No period of time  defined [in the 
Initial Commitments] how long a purchaser of the Prince manufacturing facilities 
has to pursue the business. There is no requirement that defines a minimum business 
period. If purchaser decides after one year to stop business, customers would face 
interruption in production and need to qualify new sources ”.155 
(124)  Finally, a major ity of respondents to the market test indicated that they would not 
consider purchasing the Divestment Businesses . While there was a limited number 
of respondents that signalled their interest in potentially purchasing the Divestment 
Businesses , amongst th ose interested candidates an even smaller number would 
qualif y as industrial buyers .156 
                                                 
151  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, questions 8.1 and 8.2.  
152  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, questions 10 and 11.  
153  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, question s 12 and 13.  
154  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, question 13.1.  
155  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, questions 5.1.1 and 
13.1.  
156  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, question 16.  
 
 
 
35 
 5.3.3.  Commission’s assessment of the Initial Commitments  
(125)  As explained in Section 4 above, the Commission considers that the Transaction 
gives rise to serious doubts as to its compatibility with the internal market in relation 
to (i) the market for the manufacture and supply of porcelain enamel coatings, and 
(ii) the market for the manufacture and supply of glass coatings, both at EEA level. 
The Commission notes that the Initial  Commitments would remove  the full overlap 
in the markets where serious doubts result from the Transaction.  
(126)  Based on the feedback received from the market test on the Initial Commitments, the 
Commission considers that the Initial Commitments have the appr opriate scope to 
address the competitive concerns identified in the market for the manufacture and 
supply of porcelain enamel coatings and glass coatings at EEA level. However, the 
market test feedback identified the need for some technical improvements , notably 
with respect to the specification of the duration of the TSA, the rebranding clause 
and correspondent black -out period . 
(127)  Additionally, the results of  the market test highlighted some specific risks in relation 
to the transfer of the Divestment Businesses to a financial purchaser. Indeed, 
customers and competitors alike underlined that the operation of the Divestment 
Businesses required some specific knowledge to translate the busi ness to be divested 
into a competitive force on the market. Respondents indicated accordingly that an 
industrial buyer, or , at the very least , a financial player with a track record of dealing 
with portfolio companies active in the industrial sector would be required.157 
Therefore, i n view of the feedback received  from the market test relating to risks 
associated with financial investors and in line with its practice,158 the Commission 
considers that the Initial Commitments should be amended by supplementing  the 
purchaser criteria  with an additional criteria  so as to ensure that (i) only companies 
with proven experience in the manufacturing sector in the EEA and, (ii) should the 
purchaser be a financial investor, only  a financial investor  with a long -term 
commit ment and experience in operating in the manufacturing sector , are considered 
as potentially suitable purchasers .  
(128)  Furthermore, in view of the fact that (i) only a limited number of respondents to the 
market test signalled an interest in purchasing the Dive stment Business es, and out of 
those potentially interested purchasers, only a very limited number were industrial 
companies , and (ii)  the risks identified by markets participants with respect to the 
features of a suitable purchaser, the Commission consider s it appropriate to require 
an amendment of the Initial Commitments to include an upfront buyer clause .159 
Such requirement would mitigate the risks associated with the selection of a suitable 
purchaser for the Divestment Businesses.  
                                                 
157  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, questions 12 and 13.  
158  Remedies Notice, paragraph 49.  
159  Market test of the Commitments – R1 – for Porcelain Ename l and Glass Coatings, question 16.  
 
 
 
36 
 5.3.4.  Description of the Final Commitments  
(129)  Following the results of the market test of the Initial Commitments, the Commission 
communicated the summary of the observations made by the respondents to the 
market test and its assessment to the Parties.  
(130)  In order to address the comments made by Commission, on 19 January 2022, the 
Notifying Party formally submitted the Final Commitments, which contain the 
following technical improvements of the Initial Commitments:  
(a) TSA.  The TSA includes a duration of […] months, with an option for renewal 
of […] months.160  
(b) Rebranding license and black -out period.  The rebranding license clause and 
corresponding black -out period both include a duration of […] months.161  
(131)  Furthermore, the Final Commitments include an amendment of  the purchaser criteria 
and an upfront buyer clause, as described below:  
(a) Purchaser criteria.  The purchaser c riteria have been further refined . 
Specifically, the purchaser criteria in the Final Commitments provide that  
(i) the purchaser shall have not only the  financial resources, p roven 
experience and incentive to maintain and develop the Divestment 
Businesses as a long -term viable and active competitive force in 
competition with the Parties and the other competitors, but it shall 
also have proven experience s pecifically in the manufacturing sector 
in the EEA;162 and  
(ii) should the purchaser be a financial investor, it shall (i) have a proven 
track -record of long -term commitment to maintain the businesses it 
acquired viable, competitive, and well -capitalized, and (i i) 
demonstrate a long -term commitment to maintain the Divestment 
Businesses viable, competitive, and well -capitalized .163  
(b) Upfront buyer requirement.  The Final Commitments include an upfront 
buyer requirement, meaning that the Transaction will not be impleme nted 
before the Notifying Party has entered into a final and binding sale and 
purchase agreement for the implementation of the Final Commitments and 
the Commission has approved the purchaser.164  
                                                 
160  Final Commitments, Schedule, paragraph 2(h).  
161  Final Commitments, Schedule, paragraph 2(b).  
162  Final Commitments, paragraph 16(b).  
163  Final Commitments, paragraph 16(c).  
164  Final Commitments, paragraph 3.  
 
 
 
37 
 5.3.5.  Commission’s assessment of the Final Commitments  
(132)  The Commissi on considers that, for the reasons set out below, the Final 
Commitments remove the serious doubts previous ly identified  as to the compatibility 
of the Transaction with the internal market with respect to the manufacture and 
supply of porcelain enamel coatings and glass coatings, at EEA level.  
(133)  First , the Final C ommitments allow for the removal of all competition concerns 
identified by the Commission. T he Final Commitments consist of the Notifying 
Party committing to divest Prince’s entire porcelain enamel and glass coatings 
business in the EEA.  The divestment of the Divestment Businesses would therefore 
effectively address a ll of the Commission’s concerns by removing the full overlap 
between the Parties ’ activities in those markets where the Commission identified 
serious doubts  stemming from the Transaction . 
(134)  In the course of the market test, a vast majority of respondents con firmed the 
appropriateness of the scope of the Commitments.  The Divestment Business es 
encompass all necessary elements to ensure the ir competitiveness, including the 
necessary IP rights and R&D capabilities. The Final Commitments also provide for a 
TSA, re branding license clause, and a black -out period, which are sufficient, both in 
terms of scope and duration, to ensure a smooth transfer of the Divestment 
Businesses to a suitable purchaser.  
(135)  Second , the Commission considers that the Divestment Businesses ar e viable, so that 
they would allow a suitable purchaser to effectively and credibly compete for the 
manufacture and supply of porcelain enamel coatings and glass coatings at EEA 
level.  
(136)  Based on  the information provided by the Notifying Party , the Divestmen t 
Business es largely operate on a standalone basis and very few of its back -office 
functions are integrated with those of Prince’s non -EEA business. To the extent that 
some back -office functions are not included in the Divestment Business es, such 
functions  will be offered by Prince, at the option of the purchaser , as part of the 
TSA.  
(137)  In terms of personnel, the Divestment Businesses have a management team, 
production leadership team, quality control team, maintenance team, product 
engineering team and person nel responsible for sales and marketing and compliance.  
Thus, the relevant Key Personnel is part of the Divestment Businesses . 
(138)  On the b asis of the accounts and detailed  financial data provided by the Notifying 
Party , the Commission notes that the Divestment Businesses will also likely be  
profitable. Both the Bruges Facility and the Cambiago Facility have been registering 
positive profit margins  and their sales are mostly external, thus excluding prima 
facie  concerns that transfer pricing amongst Prince’s facilities across the world could 
influence the accounts provided and analysed. Additionally, based on turnover 
 
 
 
38 
 figures for 2021,165 the turnover registered for the Bruges Facility has been 
increasing compared to 2019 a nd 2020, and the turnover registered for the Cambiago 
Facility in 2020 has remained stable compared to 2017 and 2018, while the turnover 
registered in 2019 was slightly higher.    
(139)  In the course of the market test , a majority of respondents confirmed accord ingly 
that a suitable purchaser of the Divestment Businesses would likely become an 
effective competitor in the EEA on a lasting basis, as regards the manufacture and 
supply of the manufacture and supply of porcelain enamel coatings and glass 
coatings.166 
(140)  Third, the revised purchaser criteria set forth in the Final Commitments will ensure 
that the Divestment Businesses will be transferred to a suitable purchaser. Such 
purchaser will have manufacturing experience in the EEA  and, additionally,  should 
the purcha ser be a financial investor, it will have to show a proven track -record of 
long-term commitment to maintain the businesses it acquired in the past viable, 
competitive, and well -capitalized, and will have to demonstrate a long -term 
commitment to maintain th e Divestment Businesses viable, competitive, and well -
capitalized in the future. This additional criterion  allow s to address  the potential  risk 
pointed out by some respondents to the market test that a financial investor might 
exit the market in the short term and not be interested in keeping the Divestment 
Businesses running and viable in the long -term.  
(141)  Finally , the upfront buyer clause mitigates implementation risks and ensures that the 
Divestment Businesses will be transferred to a suitable purchaser.  
(142)  For the reasons outlined above, the Commission concludes that the Final 
Commitments are sufficient in scope and suitable to eliminate the serious doubts as 
to the compatibility of the T ransaction with the internal market  with respect to  (i) the 
manufacture and supply of porcelain enamel coatings, and (ii) the manufacture and 
supply of glass coatings, at EEA level . 
(143)  The decisi on in this case is conditioned on the full compliance with the requirements 
set out in Section B of the Final Commitments (including the Schedule), which 
constitute conditions. The remaining requirements set out in the other sections of the 
Final C ommitmen ts constitute obligations on the Notifying Party . 
6. CONCLUSION  
(144)  For the above reasons, the Commission has decided not to oppose the Transaction , 
as modified by the Final Co mmitments , and to declare it compatible with the internal 
market and with the functioni ng of the EEA Agreement, subject to full compliance 
with the conditions in Section  B of the Final Commitments, annexed to the present 
                                                 
165  Thes e figures would refer to the turnover registered in 2021 up to September 2021. The figures related to 
the whole year 2021 have not been made available yet.  
166  Market test of the Commitments – R1 – for Porcelain Enamel and Glass Coatings, questions 6.1 and  6.2. 
 
 
 
39 
 decision, and with the obligations contained in the other sections of the Final 
Commitments. This decision is adopted in a pplication of Article 6(1)(b) in 
conjunction with Article 6(2) of the Merger Regulation and Article 57 of the EEA 
Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 CASE M.10341 – PRINCE INTERNATIONAL CORPORATION / FERRO 
CORPORATION  
COMMITMENTS TO THE EUROPEAN COMMISSION  
Pursuant to Article 6(2) of Council Regulation (EC) No. 139/2004 (the “ Merger 
Regulation ”), ASP Prince Holdings, Inc. (“ Prince ” or the “ Notifying Party ”) hereby enters 
into the following Commitments (the “ Commitments ”) vis-à-vis the European Commission 
(the “ Commission ”) with a view to rendering the acquisition of Ferro Corporation by Prince 
(the “ Concentration ”) compatible with the internal market and the functioning of the EEA 
Agreement.  
This text shall be interpreted in light of the Commission’s decision pursuant to Article 
6(1)(b) of the Merger Regulation to declare the Concentration compatible wi th the internal 
market and the functioning of the EEA Agreement (the “ Decision ”), in the general 
framework of European Union law, in particular in light of the Merger Regulation, and by 
reference to the Commission Notice on remedies acceptable under Counci l Regulation (EC) 
No 139/2004 and under Commission Regulation (EC) No 802/2004 (the “ Remedies 
Notice ”). 
Section A. Definitions  
1 For the purpose of the Commitments, the following terms shall have the following 
meaning:  
Affiliated Undertakings : undertakings c ontrolled by Prince, whereby the notion of control 
shall be interpreted pursuant to Article 3 of the Merger Regulation and in light of the 
Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 
139/2004 on the control of concentrati ons between undertakings (the “ Consolidated 
Jurisdictional Notice ”). 
Assets : the assets that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the Divestment Businesses as indicated in Section B, 
paragraph 5 (a), (b) and (c) and described more in detail in the Schedule.  
Closing : the transfer of the legal title to the Divestment Businesses to the Purchaser.  
Closing Period : the period of […] months from the approval of the Purchaser and the terms 
of sale by the Commission.  
Confidential Information : any business secrets, know -how, commercial information, or 
any other information of a proprietary nature that is not in the public domain.  
Conflict of Interest : any conflict of interest that impairs the Trustee’s o bjectivity and 
independence in discharging its duties under the Commitments.  
Divestment Businesses : the businesses which the Notifying Party commits to divest as 
referred to in Section B and further described in the Schedule.  
Divestiture Trustee : one or mo re natural or legal person(s) who is/are approved by the 
Commission and appointed by Prince and who has/have received from Prince the exclusive 
Trustee mandate to sell the Divestment Businesses to a Purchaser at no minimum price.  
Effective Date : the date o f adoption of the Decision.  
 
 
 
2 
 First Divestiture Period : the period of […] months from the Effective Date.  
Hold Separate Manager : the person appointed by Prince for the Divestment Businesses to 
manage the day -to-day business under the supervision of the Monit oring Trustee.  
Key Personnel : all Personnel necessary to maintain the viability and competitiveness of the 
Divestment Businesses, as listed in the Schedule, including the Hold Separate Manager.  
Monitoring Trustee : one or more natural or legal person(s) wh o is/are approved by the 
Commission and appointed by Prince, and who has/have the duty to monitor Prince’s 
compliance with the conditions and obligations attached to the Decision.  
Parties : the Notifying Party and the undertaking that is the target of the C oncentration.  
Personnel : all staff currently employed by the Divestment Businesses as listed in Annex 1 . 
Prince : ASP Prince Holdings, Inc., incorporated under the laws of the State of Delaware, 
with principal office at 15311 Vantage Parkway West, Suite 350, Houston 77032 TX, USA.  
Purchaser : the entity approved by the Commission as acquirer of the Divestment 
Businesses in accordance with the criteria set out in Section D.  
Purchaser Criteria : the criteria laid down in paragraph 15 of these Commitments that  the 
Purchaser must fulfil in order to be approved by the Commission.  
Retained Business : all of Prince’s business not within the scope of the Divestment 
Business.  
Schedule: the schedule to these Commitments describing in more detail the Divestment 
Business es. 
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
Trustee Divestiture Period : the period of […] months from the end of the First Divestiture 
Period.  
Section B.  The commitment to divest and the Divestment Businesses  
Commitment to divest  
2 In order to maintain effective competition, Prince commits to divest, or procure the 
divestiture of the Divestment Businesses by the end of the Trustee Divestiture 
Period as a going concern to a purchaser and on terms of sale approved b y the 
Commission in accordance with the procedure described in paragraph 14 of these 
Commitments. To carry out the divestiture, Prince commits to find a purchaser and 
to enter into a final binding sale and purchase agreement for the sale of the 
Divestment Businesses within the First Divestiture Period. If Prince has not entered 
into such an agreement at the end of the First Divestiture Period, Prince shall grant 
the Divestiture Trustee an exclusive mandate to sell the Divestment Businesses in 
 
 
 
3 
 accordance wit h the procedure described in paragraph 26 in the Trustee Divestiture 
Period.  
3 The Concentration shall not be implemented before Prince or the Divestiture 
Trustee has entered into a final binding sale and purchase agreement for the sale of 
the Divestment Bus inesses and the Commission has approved the purchaser and the 
terms of sale in accordance with paragraph 17.  
4 Prince shall be deemed to have complied with this commitment if:  
( a ) by the end of the Trustee Divestiture Period, Prince or the Divestiture 
Trustee h as entered into a final binding sale and purchase agreement and the 
Commission approves the proposed purchaser and the terms of sale as being 
consistent with the Commitments in accordance with the procedure 
described in paragraph 14; and  
( b ) the Closing of the  sale of the Divestment Businesses to the Purchaser takes 
place within the Closing Period.  
5 In order to maintain the structural effect of the Commitments, the Notifying Party 
shall, for a period of 10 years after Closing, not acquire, whether directly or 
indirectly, the possibility of exercising influence (as defined in paragraph 43 of the 
Remedies Notice, footnote 3) over the whole or part of the Divestment Businesses, 
unless, following the submission of a reasoned request from the Notifying Party 
showing g ood cause and accompanied by a report from the Monitoring Trustee (as 
provided in paragraph 40 of these Commitments), the Commission finds that the 
structure of the market has changed to such an extent that the absence of influence 
over the Divestment Busi nesses is no longer necessary to render the Concentration 
compatible with the internal market.  
Structure and definition of the Divestment Business  
6 The Divestment Businesses consist of  two legal entities: (i) Prince’s Belgium 
subsidiary Prince Belgium BV (i ncluding its branches  in France and Germany and 
a representative office in Shanghai ) and (ii) Prince’s Italian subsidiary Prince 
Minerals Italy S.r.l.,  as further described in the Schedule. The structure chart of the 
entities which comprise the Divestment Businesses is provided in Annex 2 . The 
Divestment Businesses, described in more detail in the Schedule, include all assets 
and staff that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the Divestment Bus inesses, in particular:  
( a ) all tangible and intangible assets (including intellectual property rights);  
( b ) all licences, permits and authorisations issued by any governmental 
organisation for the benefit of the Divestment Businesses;  
( c ) all contracts, leases, comm itments and customer orders of the Divestment 
Businesses;  
 
 
 
4 
 ( d ) all customer, credit and other records of the Divestment Businesses; and  
( e ) the Personnel.  
Section C.  Related commitments  
Preservation of viability, marketability and competitiveness  
7 From the Effectiv e Date until Closing, the Notifying Party shall preserve or procure 
the preservation of the economic viability, marketability and competitiveness of the 
Divestment Businesses, in accordance with good business practice, and shall 
minimise as far as possible  any risk of loss of competitive potential of the 
Divestment Businesses. In particular Prince undertakes from the Effective Date 
until Closing:  
( a ) not to carry out any action that might have a significant adverse impact on 
the value, management or competitive ness of the Divestment Businesses or 
that might alter the nature and scope of activity, or the industrial or 
commercial strategy or the investment policy, of the Divestment 
Businesses;  
( b ) to make available, or procure to make available, sufficient resources f or the 
development of the Divestment Businesses and on the basis and 
continuation of the existing business plans; and  
( c ) to take all reasonable steps, or procure that all reasonable steps are being 
taken, including appropriate incentive schemes (based on indu stry practice), 
to encourage all Key Personnel to remain with the Divestment Businesses, 
and not to solicit or move any Personnel to Prince’s remaining business. 
Where, nevertheless, individual members of the Key Personnel 
exceptionally leave the Divestmen t Businesses, Prince shall provide a 
reasoned proposal to replace the person or persons concerned to the 
Commission and the Monitoring Trustee. Prince must be able to 
demonstrate to the Commission that the replacement is well suited to carry 
out the functi ons exercised by those individual members of the Key 
Personnel. The replacement shall take place under the supervision of the 
Monitoring Trustee, who shall report to the Commission.  
 
 
 
5 
 Hold -separate obligations   
8 The Notifying Party commits, from the Effective Date until Closing, to procure that 
the Divestment Businesses are kept separate from the business(es) that the 
Notifying Party will be retaining and, after closing of the Concentration, to keep the 
Divestment  Businesses separate from the business(es) that the Notifying Party is 
retaining and to ensure that unless explicitly permitted under these Commitments: 
(i) management and staff of the businesses retained by Prince have no involvement 
in the Divestment Bus inesses; (ii) the Key Personnel and Personnel of the 
Divestment Businesses have no involvement in any business retained by Prince and 
do not report to any individual outside the Divestment Businesses.  
9 Until Closing, Prince shall assist the Monitoring Trust ee in ensuring that the 
Divestment Businesses are managed as distinct and saleable entities separate from 
the businesses which Prince is retaining. Immediately after the adoption of the 
Decision, Prince shall appoint a Hold Separate Manager. The Hold Separ ate 
Manager, who shall be part of the Key Personnel, shall manage the Divestment 
Businesses independently and in the best interest of the businesses with a view to 
ensuring its continued economic viability, marketability and competitiveness and 
its indepen dence from the businesses retained by Prince. The Hold Separate 
Manager shall closely cooperate with and report to the Monitoring Trustee and, if 
applicable, the Divestiture Trustee. Any replacement of the Hold Separate Manager 
shall be subject to the proc edure laid down in paragraph 6(c) of these 
Commitments. The Commission may, after having heard Prince, require Prince to 
replace the Hold Separate Manager.  
Ring-fencing  
10 Prince shall implement, or procure to implement, all necessary measures to ensure 
that it does not, after the Effective Date, obtain any Confidential Information 
relating to the Divestment Businesses and that any such Confidential Information 
obtained by Prince before the Effective Date will be eliminated and not be used by 
Prince (excluding  Confidential Information obtained and/or retained by Prince to 
provide transitional services to the Divestment Businesses to the extend needed for 
the provision of such services). In particular, the participation of the Divestment 
Businesses in any centra l information technology network shall be severed to the 
extent possible, without compromising the viability of the Divestment Businesses. 
Prince may obtain or keep information relating to the Divestment Businesses which 
is reasonably necessary for the div estiture of the Divestment Businesses or the 
disclosure of which to Prince is required by law. For the avoidance of doubt, the 
obligations in this paragraph will not require Prince to delete any Confidential 
Information relating to its Retained Business, p rovided that such information shall 
only be used for the purposes of such Retained Business.  
 
 
 
6 
 Non-solicitation clause  
11 Prince undertakes, subject to customary limitations, not to solicit, and to procure 
that Affiliated Undertakings do not solicit, the Key Pe rsonnel transferred with the 
Divestment Businesses for a period of […] years after Closing.  
Due diligence  
12 In order to enable potential purchasers to carry out a reasonable due diligence of 
the Divestment Businesses, Prince shall, subject to customary confidentiality 
assurances, and dependent on the stage of the divestiture process:  
( a ) provide to potential purchasers sufficient information as regards the 
Divestment Businesses; and  
( b ) provide to potential purchasers sufficient information relating to the 
Perso nnel and allow them reasonable access to the Personnel.  
Reporting  
13 Prince shall submit written reports in English on potential purchasers of the 
Divestment Businesses and developments in the negotiations with such potential 
purchasers to the Commission and  the Monitoring Trustee no later than 10 days 
after the end of every month following the Effective Date (or otherwise at the 
Commission’s request). Prince shall submit a list of all potential purchasers having 
expressed interest in acquiring the Divestment  Businesses to the Commission at 
each and every stage of the divestiture process following the Effective Date, as well 
as a copy of all the offers made by potential purchasers within five days of their 
receipt following the Effective Date.  
14 Prince shall inf orm the Commission and the Monitoring Trustee on the preparation 
of the data room documentation and the due diligence procedure and shall submit a 
copy of any information memorandum to the Commission and the Monitoring 
Trustee before sending the memorandum  out to potential purchasers, in each case 
following the Effective Date.   
Relocation of the production equipment for the production of forehearth concentrate from 
Fenton to the Bruges Facility  
15 Prince shall relocate the production equipment necessary for t he production of 
forehearth concentrate from Fenton to the Bruges Facility, at its own cost and risk, 
within the Closing or if this is not feasible, as soon as reasonably practical 
thereafter by a date to be agreed between Prince and the Purchaser under th e 
oversight of the Monitoring Trustee. At the request of Prince, and based on a 
positive opinion by the Trustee, the Commission may consent to the extension of 
this deadline.  
 
 
 
 
7 
 Section D.  The Purchaser  
16 In order to be approved by the Commission, the Purchas er must fulfil the following 
criteria:  
( a ) the Purchaser shall be independent of and unconnected to the Notifying 
Party/Notifying Parties and its/their Affiliated Undertakings (this being 
assessed having regard to the situation following the divestiture);  
( b ) the Purchaser shall have the financial resources, proven experience 
(specifically in the manufacturing sector in the EEA) and incentive to 
maintain and develop the Divestment Businesses as a long -term viable and 
active competitive force in competition with the  Parties and other 
competitors;  
( c ) should the Purchaser be a financial investor, it shall (i) have a proven track -
record of long -term commitment to maintain the businesses it acquired 
viable, competitive, and well -capitalized and (ii) demonstrate a long -term 
commitment to maintain the Divestment Businesses viable, competitive, 
and well -capitalized;  
( d ) the acquisition of the Divestment Businesses by the Purchaser must neither 
be likely to create, in light of the information available to the Commission, 
prima facie  competition concerns nor give rise to a risk that the 
implementation of the Commitments will be delayed. In particular, the 
Purchaser must reasonably be expected to obtain all necessary approvals 
from the relevant regulatory authorities for the acquisitio n of the 
Divestment Business.  
17 The final binding sale and purchase agreement (as well as ancillary agreements) 
relating to the divestment of the Divestment Businesses shall be conditional on the 
Commission’s approval. When Prince has reached an agreement wi th a purchaser, 
it shall submit a fully documented and reasoned proposal, including a copy of the 
final agreement(s), within one week to the Commission and the Monitoring 
Trustee. Prince must be able to demonstrate to the Commission that the purchaser 
fulfils the Purchaser Criteria, and that the Divestment Businesses are being sold in 
a manner consistent with the Commission’s Decision and the Commitments. For 
the approval, the Commission shall verify that the purchaser fulfils the Purchaser 
Criteria and tha t the Divestment Businesses are being sold in a manner consistent 
with the Commitments including their objective to bring about a lasting structural 
change in the market. The Commission may approve the sale of the Divestment 
Businesses without one or more Assets or parts of the Personnel, or by substituting 
one or more Assets or parts of the Personnel with one or more different assets or 
different personnel, if this does not affect the viability and competitiveness of the 
Divestment Businesses after the sal e, taking account of the proposed purchaser.  
 
 
 
 
8 
 Section E.  Trustee  
(I) Appointment procedure  
18 Prince shall appoint a Monitoring Trustee to carry out the functions specified in 
these Commitments for a Monitoring Trustee. Prince commits not to close the 
Concentrati on before the appointment of a Monitoring Trustee.   
19 If Prince has not entered into a binding sale and purchase agreement regarding the 
Divestment Businesses one month before the end of the First Divestiture Period or 
if the Commission has rejected a purch aser proposed by Prince at that time or 
thereafter, Prince shall appoint a Divestiture Trustee. The appointment of the 
Divestiture Trustee shall take effect upon the commencement of the Trustee 
Divestiture Period.  
20 The Trustee shall:  
( a ) at the time of appointment, be independent of Prince and its Affiliated 
Undertakings;  
( b ) possess the necessary qualifications to carry out its mandate, for example 
have sufficient relevant experience as an investment banker or consultant or 
auditor; and  
( c ) neither have nor become exposed to a Conflict of Interest.  
21 The Trustee shall be remunerated by the Notifying Party in a way that does not 
impede the independent and effective fulfilment of its mandate. In particular, where 
the remuneration package of a Divestiture Trustee includes a success premium 
linked to the final sale value of the Divestment Businesses, such success premium 
may only be earned if the divestiture takes place within the Trustee Divestiture 
Period.  
Proposal by Prince  
22 No later than two weeks after the Effec tive Date, Prince shall submit the name or 
names of one or more natural or legal persons whom Prince proposes to appoint as 
the Monitoring Trustee to the Commission for approval. No later than one month 
before the end of the First Divestiture Period or on request by the Commission, 
Prince shall submit a list of one or more persons whom Prince proposes to appoint 
as Divestiture Trustee to the Commission for approval. The proposal shall contain 
sufficient information for the Commission to verify that the pers on or persons 
proposed as Trustee fulfil the requirements set out in paragraph 17 and shall 
include:  
( a ) the full terms of the proposed mandate, which shall include all provisions 
necessary to enable the Trustee to fulfil its duties under these 
Commitments;  
 
 
 
9 
  
( b ) the outline of a work plan which describes how the Trustee intends to carry 
out its assigned tasks;  
( c ) an indication whether the proposed Trustee is to act as both Monitoring 
Trustee and Divestiture Trustee or whether different trustees are proposed 
for the tw o functions.  
Approval or rejection by the Commission  
23 The Commission shall have the discretion to approve or reject the proposed 
Trustee(s) and to approve the proposed mandate subject to any modifications it 
deems necessary for the Trustee to fulfil its obl igations. If only one name is 
approved, Prince shall appoint or cause to be appointed the person or persons 
concerned as Trustee, in accordance with the mandate approved by the 
Commission. If more than one name is approved, Prince shall be free to choose t he 
Trustee to be appointed from among the names approved. The Trustee shall be 
appointed within one week of the Commission’s approval, in accordance with the 
mandate approved by the Commission.  
New proposal by Prince  
24 If all the proposed Trustees are reject ed, Prince shall submit the names of at least 
two more natural or legal persons within one week of being informed of the 
rejection, in accordance with paragraphs 15 and 20 of these Commitments.  
Trustee nominated by the Commission  
25 If all further proposed Tr ustees are rejected by the Commission, the Commission 
shall nominate a Trustee, whom Prince shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approved by the Commission.  
(II) Functions of the Trustee  
26 The Trustee shall assume its spec ified duties and obligations in order to ensure 
compliance with the Commitments. The Commission may, on its own initiative or 
at the request of the Trustee or Prince, give any orders or instructions to the Trustee 
in order to ensure compliance with the con ditions and obligations attached to the 
Decision.  
Duties and obligations of the Monitoring Trustee  
27 The Monitoring Trustee shall:  
(i) propose in its first report to the Commission a detailed work plan describing 
how it intends to monitor compliance with the obl igations and conditions 
attached to the Decision.  
 
 
 
 
10 
 (ii) oversee, in close co -operation with the Hold Separate Manager, the on -
going management of the Divestment Businesses with a view to ensuring its 
continued economic viability, marketability and competitivene ss and 
monitor compliance by Prince with the conditions and obligations attached 
to the Decision. To that end the Monitoring Trustee shall:  
( a ) monitor the preservation of the economic viability, marketability 
and competitiveness of the Divestment Businesses, and the keeping 
separate of the Divestment Businesses from the business retained by 
the Parties, in accordance with paragraphs 6 and 7 of th e 
Commitments;  
( b ) supervise the management of the Divestment Businesses as a 
distinct and saleable entity, in accordance with paragraph 8 of these 
Commitments;  
( c ) with respect to Confidential Information:  
 determine all necessary measures to ensure that Prince do es 
not after the Effective Date obtain any Confidential 
Information relating to the Divestment Businesses except as 
required to ensure the continued viability of the Divestment 
Businesses (including as necessary to provide transitional 
services to the Dive stment Businesses);  
 in particular strive for the severing of the Divestment 
Businesses’ participation in a central information technology 
network to the extent possible, without compromising the 
viability of the Divestment Businesses;  
 make sure that any Co nfidential Information relating to the 
Divestment Businesses obtained by Prince before the 
Effective Date is eliminated and will not be used by Prince, 
except as required to ensure the continued viability of the 
Divestment Businesses; and  
 decide whether su ch information may be disclosed to or kept 
by Prince as the disclosure is reasonably necessary to allow 
Prince to carry out the divestiture or as the disclosure is 
required by law;  
( d ) monitor the splitting of assets and the allocation of Personnel 
between th e Divestment Businesses and Prince or Affiliated 
Undertakings;  
(iii) propose to Prince such measures as the Monitoring Trustee considers 
necessary to ensure Prince’s compliance with the conditions and obligations 
attached to the Decision, in particular the maint enance of the full economic 
viability, marketability or competitiveness of the Divestment Businesses, 
 
 
 
11 
 the holding separate of the Divestment Businesses and the non -disclosure of 
competitively sensitive information;  
(iv) review and assess potential purchasers as  well as the progress of the 
divestiture process and verify that, dependent on the stage of the divestiture 
process:  
( a ) potential purchasers receive sufficient and correct information 
relating to the Divestment Businesses and the Personnel in particular 
by re viewing, if available, the data room documentation, the 
information memorandum and the due diligence process, and  
( b ) potential purchasers are granted reasonable access to the Personnel;  
(v) act as a contact point for any requests by third parties, in particular potential 
purchasers, in relation to the Commitments;  
(vi) provide to the Commission, sending Prince a non -confidential copy at the 
same time, a written report within 15 days after the end of every month that 
shall cover the operation and management of the Dive stment Businesses as 
well as the splitting of assets and the allocation of Personnel so that the 
Commission can assess whether the business is held in a manner consistent 
with the Commitments and the progress of the divestiture process as well as 
potential  purchasers;  
(vii) promptly report in writing to the Commission, sending Prince a non - 
confidential copy at the same time, if it concludes on reasonable grounds 
that Prince is failing to comply with these Commitments;  
(viii) within one week after receipt of the documen ted proposal referred to in 
paragraph 15 of these Commitments, submit to the Commission, sending 
Prince a non -confidential copy at the same time, a reasoned opinion as to 
the suitability and independence of the proposed purchaser and the viability 
of the D ivestment Businesses after the sale and as to whether the 
Divestment Businesses are sold in a manner consistent with the conditions 
and obligations attached to the Decision, in particular, if relevant, whether 
the sale of the Divestment Businesses without one or more Assets or not all 
of the Personnel affects the viability of the Divestment Businesses after the 
sale, taking account of the proposed purchaser;  
(ix) assume the other functions assigned to the Monitoring Trustee under the 
conditions and obligations a ttached to the Decision.  
28 If the Monitoring and Divestiture Trustee are not the same legal or natural person, 
the Monitoring Trustee and the Divestiture Trustee shall cooperate closely with 
each other during and for the purpose of the preparation of the Tru stee Divestiture 
Period in order to facilitate each other’s tasks.  
 
 
 
 
12 
 Duties and obligations of the Divestiture Trustee  
29 Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no 
minimum price the Divestment Businesses to a purchaser, p rovided that the 
Commission has approved both the purchaser and the final binding sale and 
purchase agreement (and ancillary agreements) as in line with the Commission’s 
Decision and the Commitments in accordance with paragraphs 13 and 14 of these 
Commitme nts. The Divestiture Trustee shall include in the sale and purchase 
agreement (as well as in any ancillary agreements) such terms and conditions as it 
considers appropriate for an expedient sale in the Trustee Divestiture Period. In 
particular, the Divesti ture Trustee may include in the sale and purchase agreement 
such customary representations and warranties and indemnities as are reasonably 
required to effect the sale. The Divestiture Trustee shall protect the legitimate 
financial interests of Prince, sub ject to Prince’s unconditional obligation to divest at 
no minimum price in the Trustee Divestiture Period.  
30 In the Trustee Divestiture Period (or otherwise at the Commission’s request), the 
Divestiture Trustee shall provide the Commission with a comprehensi ve monthly 
report written in English on the progress of the divestiture process. Such reports 
shall be submitted within 15 days after the end of every month with a simultaneous 
copy to the Monitoring Trustee and a non -confidential copy to Prince.  
(III) Duties an d obligations of the Parties  
31 Prince shall provide and shall cause its advisors to provide the Trustee with all such 
co-operation, assistance and information as the Trustee may reasonably require to 
perform its tasks. The Trustee shall have full and complet e access to any of 
Prince’s or the Divestment Businesses’ relevant books, records, documents, 
management or other Personnel, facilities, sites and technical information necessary 
for fulfilling its duties under the Commitments and Prince and the Divestment  
Businesses shall provide the Trustee upon request copies of any document. Prince 
and the Divestment Businesses shall make available to the Trustee an office on 
their premises, and shall be available for meetings in order to provide the Trustee 
with all in formation necessary for the performance of its tasks.  
32 Prince shall provide the Monitoring Trustee with all managerial and administrative 
support that it may reasonably request on behalf of the management of the 
Divestment Businesses. This shall include all  administrative support functions 
relating to the Divestment Businesses which are currently carried out at 
headquarters level. Prince shall provide and shall cause its advisors to provide the 
Monitoring Trustee, on request, with the information submitted t o potential 
purchasers, in particular give the Monitoring Trustee access to the data room 
documentation and all other information granted to potential purchasers in the due 
diligence procedure. Prince shall inform the Monitoring Trustee on possible 
purchas ers, submit lists of potential purchasers at each stage of the selection 
process, including the offers made by potential purchasers at those stages, and keep 
the Monitoring Trustee informed of all developments in the divestiture process.  
 
 
 
13 
  
33 Prince shall gran t or procure Affiliated Undertakings to grant comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee to effect the sale 
(including ancillary agreements), the Closing and all actions and declarations which 
the Divestiture Trustee consid ers necessary or appropriate to achieve the sale and 
the Closing, including the appointment of advisors to assist with the sale process. 
Upon request of the Divestiture Trustee, Prince shall cause the documents required 
for effecting the sale and the Closi ng to be duly executed.  
34 Prince shall indemnify the Trustee and its employees and agents (each an 
“Indemnified Party ”) and hold each Indemnified Party harmless against, and 
hereby agrees that an Indemnified Party shall have no liability to Prince for any 
liabilities arising out of the performance of the Trustee’s duties under the 
Commitments, except to the extent that such liabilities result from the willful 
default, recklessness, gross negligence or bad faith of, or breach of confidentiality 
by, the Trust ee, its employees, agents or advisors.  
35 At the expense of Prince, the Trustee may appoint advisors (in particular for 
corporate finance or legal advice), subject to Prince’s approval (this approval not to 
be unreasonably withheld or delayed) if the Trustee considers the appointment of 
such advisors necessary or appropriate for the performance of its duties and 
obligations under the mandate, provided that any fees and other expenses incurred 
by the Trustee are reasonable. Should Prince refuse to approve the a dvisors 
proposed by the Trustee, the Commission may approve the appointment of such 
advisors instead, after having heard Prince. Only the Trustee shall be entitled to 
issue instructions to the advisors. Paragraph 31 of these Commitments shall apply 
mutatis  mutandis . In the Trustee Divestiture Period, the Divestiture Trustee may 
use advisors who served Prince during the Divestiture Period if the Divestiture 
Trustee considers this in the best interest of an expedient sale.  
36 Prince agrees that the Commission ma y share Confidential Information proprietary 
to Prince with the Trustee. The Trustee shall not disclose such information and the 
principles contained in Article 17(1) and (2) of the Merger Regulation apply 
mutatis mutandis . 
37 Prince agrees that the contact d etails of the Monitoring Trustee are published on the 
website of the Commission’s Directorate -General for Competition and they shall 
inform interested third parties, in particular any potential purchasers, of the identity 
and the tasks of the Monitoring Tr ustee.  
38 For a period of 10 years from the Effective Date the Commission may request all 
information from the Parties that is reasonably necessary to monitor the effective 
implementation of these Commitments.  
 
 
 
14 
 (IV) Replacement, discharge and reappointment of the T rustee  
39 If the Trustee ceases to perform its functions under the Commitments or for any 
other good cause, including the exposure of the Trustee to a Conflict of Interest:  
( a ) the Commission may, after hearing the Trustee and Prince, require Prince to 
replace th e Trustee; or  
( b ) Prince may, with the prior approval of the Commission, replace the Trustee.  
40 If the Trustee is removed according to paragraph 36 of these Commitments, the 
Trustee may be required to continue in its function until a new Trustee is in place to 
whom the Trustee has effected a full hand over of all relevant information. The new 
Trustee shall be appointed in accordance with the procedure referred to in 
paragraphs 15 -22 of these Commitments.  
41 Unless removed according to paragraph 36 of these Commitmen ts, the Trustee 
shall cease to act as Trustee only after the Commission has discharged it from its 
duties after all the Commitments with which the Trustee has been entrusted have 
been implemented. However, the Commission may at any time require the 
reappoi ntment of the Monitoring Trustee if it subsequently appears that the relevant 
remedies might not have been fully and properly implemented.  
Section F.  The review clause  
42 The Commission may extend the time periods foreseen in the Commitments in 
response to a request from Prince or, in appropriate cases, on its own initiative. 
Where Prince requests an extension of a time period, it shall submit a reasoned 
request to the Commission no later than one month before the expiry of that period, 
showing good cause. Thi s request shall be accompanied by a report from the 
Monitoring Trustee, who shall, at the same time send a non -confidential copy of the 
report to Prince. Only in exceptional circumstances shall Prince be entitled to 
request an extension within the last mon th of any period.  
43 The Commission may further, in response to a reasoned request from Prince 
showing good cause waive, modify or substitute, in exceptional circumstances, one 
or more of the undertakings in these Commitments. This request shall be 
accompanie d by a report from the Monitoring Trustee, who shall, at the same time 
send a non -confidential copy of the report to Prince. The request shall not have the 
effect of suspending the application of the undertaking and, in particular, of 
suspending the expiry  of any time period in which the undertaking has to be 
complied with.  
Section G.  Entry into force  
44 The Commitments shall take effect upon the date of adoption of the Decision.  
 
 
 
15 
 SCHEDULE  
1. The Divestment Businesses are comprised of two legal entities (i) Prince ’s Belgium 
subsidiary Prince Belgium BV (including its branches  in France and Germany and 
a representative office in Shanghai ) and (ii) Prince’s Italian subsidiary Prince 
Minerals Italy S.r.l.. A structure chart for these two entities is set out in Annex 2 . 
Functionally, the Divestment Businesses are structured in accordance with the 
organisation of the Personnel as set out in Annex 1 . 
2. In accordance with paragraph 5 of these Commitments, the Divestment Businesses 
include, but are not limited to:  
(a) the following main tangible assets:  
 Prince’s manufacturing facility in Bruges, Belgium (the “ Bruges 
Facility ”), where its porcelain enamel coatings and forehearth frits for 
supply into the EEA are manufactured;  
 all production equipment and other tangible asse ts currently located at 
the Bruges Facility;  
 Prince’s manufacturing facility in Cambiago, Italy (the “ Cambiago 
Facility ”), where all of Prince’s on -glass coatings (i.e., automotive glass 
coatings, flat glass coatings and container glass coatings with the 
exception of forehearth colourants) for supply worldwide are 
manufactured;  
 all production equipment and other tangible assets currently located at 
the Cambiago Facility (except for the actual premises where the 
Cambiago Facility operates as these are not o wned by Prince Minerals 
Italy S.r.l.);  
 all production equipment currently located at Fenton necessary for the 
production of forehearth concentrate (which will be relocated to the 
Bruges Facility);  
 all raw materials if any, work in progress and finished goods inventory 
related to the Divestment Businesses; and  
 customer lists, records and goodwill pertaining to the Divestment 
Businesses;  
 the land where the tangible assets belonging to the Divestment 
Businesses are located  (except for the premises where t he Cambiago 
Facility operates as these are not owned by Prince Minerals Italy S.r.l.).  
 
 
 
 
 
16 
 (b) the following main intangible assets:  
All IP rights used by the Divestment Businesses, know -how and R&D relating to the 
marketing, development, and manufacture of the Divestment Businesses’ products and the 
manufacturing processes used (including in respect of pipeline products). The relevant 
know -how is embodied, for example, in design history files, technical files, drawings, 
product specifications, manufacturing proc ess descriptions, and quality control standards. 
The Prince name and logo will be retained by the merged entity post -Closing.  
At the request of the Purchaser, Prince will grant a limited, non -transferable, non -assignable 
license to the Purchaser, for a tra nsitional period of up to […] months (which is ultimately 
determined based on the reasonable needs of the Purchaser under the oversight of the 
Monitoring Trustee) pending Purchaser’s rebranding of the Divestment Businesses, to use 
the “Prince” name and log o in relation to the Divestment Businesses in the same manner as 
such name and logo are currently used by Prince in relation to the Divestment 
Businesses.   During the period of this license as well as a black -out period of up to […] 
months (which is ultima tely determined based on the reasonable needs of the Purchaser 
under the oversight of the Monitoring Trustee), Prince will not in the EEA sell any Prince -
branded products of a type that is currently manufactured by the Divestment Businesses or 
Prince -brand ed forehearth concentrate products or use the Prince logo in connection with 
the foregoing.  
(c) the following main licences, permits and authorisations:  
All licenses, permits and authorizations issued by any governmental organization for the 
benefit of the Di vestment Businesses to the extent transferable (or all reasonable assistance 
to a buyer for transfer of these licences).  
(d) the following main contracts, agreements, leases, commitments and 
understandings:  
Prince commits to procure the continuation of all mat erial contracts specific to the operation 
of the Divestment Businesses (including the lease for the Cambiago Facility), to the extent 
legally possible.   
(e) the following customer, credit and other  records:  
Prince’s existing customer, credit and other records  relating to the Divestment Businesses 
and its products.  
(f) the following Personnel:  
Prince commits to procure the transfer of all Personnel currently employed by the 
Divestment Businesses, as listed in Annex 1 .  
 
 
 
17 
 (g) the following Key Personnel:  
Of the Personnel mentioned in Annex 1, the Key Personnel are:  
 
(a) the Hold Separate Manager; and  
(b) The Key Personnel set out in Annex 3 . 
(h) the arrangements for the supply with the following services by Prince 
for a transitional period of up to […] months (which is ultimately 
determined based on the reasonable needs of the Purchaser under the 
oversight of the Monitoring Trustee):  
To the extent required by the Purchaser, Prince undertakes to provide, through a transition 
services agreement (TSA), centralized functional support (e.g ., but not limited to finance, 
accounts payable/accounts receivable, procurement), IT and other administrative functions 
(including in relation to the production equipment necessary for the production of forehearth 
concentrate to be relocated from Fenton t o the Bruges Facility).   
The duration of the TSA can be extended, with respect to any transitional services for which 
transition is not complete, at the request of the Purchaser for an additional period of up to 
[…] months, which is ultimately determined based on the reasonable ne eds of the Purchaser, 
and based on a positive opinion by the Trustee, and consent by the Commission.  
3. If there is any asset or personnel which is not covered by paragraphs 1 and 2 of this 
Schedule but which is both used (exclusively or not) in the Divestme nt Businesses, and 
necessary for the continued viability and competitiveness of the Divestment Businesses, 
that asset or adequate substitute will be offered to the Purchaser.