Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229-64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
 
 
 
 
 
Brussels, 27.03.2019  
C(2019)  2531 final  
 PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M.9276 - Sika/Financière Dry Mix Solutions  
Commission decision pursuant to Article 6(1)(b) of Council 
Regulation  No 139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam,  
(1) On 20 February 2019, the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Sika AG ( ‘Sika’,  Switzerland) acquires within the meaning of Article 3(1)(b) of 
the Merger Regulation  sole control of the whole of Financière Dry Mix Solutions 
SAS ( ‘Parex ’, France) (the ‘Transaction ’), by way of purchase of shares  (Sika and 
Parex  are designated he reinafter as the ‘Parties ’).3 
                                                 
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").  
3  Publication in the Official Journal of the European Union  No C 75, 28.02.2019, p. 6.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 
concerning non -disclosure of business 
secrets and other  confidential 
information. The omissions are shown 
thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 1. THE PARTIES  
(2) Sika is a developer and producer of high -quality concrete admixtures, mortars, 
sealants and adhesives, damping and reinforcing materials, structural 
strengthening systems, industrial flooring as well as roofing an d waterproofing 
systems, which are used in the building sector and by manufacturing industries.  
(3) Parex is mainly active in the production and commercialisation of mortar 
products used in the construction industry. Parex’s products fall into three 
business l ines: (i)  façade protection and decoration (comprising façade renders 
and external thermal insulation composite systems ( ‘ETICS ’)), (ii)  ceramic tile -
setting materials (such as tile adhesives, self -levelling compounds, or tile grouts), 
and (iii)  concrete r epair and waterproofing systems (such as technical products 
used on existing concrete works).  
(4) The Saint -Gobain Group (‘ Saint -Gobain ’) holds a minority shareholding 
(10.75%) in Sika.4 Saint -Gobain  attempted a hostile takeover of Sika, which 
ended on 11 June  2018 through a settlement agreement between Saint -Gobain and 
the Burkard Family. As a result, Saint -Gobain became a minority shareholder of 
Sika, but that  minority shareholding does not confer any veto rights upon Saint -
Gobain  and it is subject to a number of lock -up provisions . At the core there is  a 
prohibition to  (i) increase its stake beyond the current shareholding (until 11 May 
2022) and not beyond 12.875 % (until 11 May 2024), and to (ii)  reach any vote 
pooling agreements or sim ilar agreements between Saint -Gobain  and other 
shareholders in Sika. In addition , Saint -Gobain is not represented on the board of 
Sika and its  voting power does not provide any control (not even through a  
blocking minority) given that typically at least 6 0% of all votes are being 
represented at the ordinary general assembly of Sika , and decisions require 
absolute majority  of the votes represented at the general assembly.  
2. THE CONCENTRATION  
(5) On 7 January 2019, the Parties signed a Put Option Agreement setting  out Sika ’s 
irrevocable commitment to purchase 100% of the shares in Parex on the terms 
and conditions set forth in the Sale and Purchase Agreement ( ‘SPA’). The Put 
Option Agreement allows the sellers, upon completion of a works council 
consultation proces s in France, to sell to Sika the shares in Parex in accordance 
with the agreed SPA, which was executed on 12 February 2019.  
(6) As a result of the Transaction, Sika will acquire sole control over Parex within the 
meaning of Article 3(1)(b) of the Merger Regula tion. 
3. EU DIMENSION  
(7) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million5 (Sika: EUR 5 949 million, Parex: EUR 1 023 
                                                 
4  Form CO, paragraph 31; Parties’ response to the Commission’s request for information RFI 2, 
questions 1 and 2.  
5  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission 
Consolidated Juris dictional Notice (OJ C 95, 16.4.2008, p. 1).  
 
3 million). Each of them has an EU -wide turnover in excess of EUR 250 million 
(Sika: EUR  […], Parex: EUR  […]), but they do not achieve more than two -thirds 
of their aggregate EU -wide turnover within one and the same Member State. The 
notified operation therefore has an EU dimension.  
4. MARKET DEFINITION AND  COMPETITIVE ASSESSMEN T 
(8) The activities of the Parties overlap in different areas giving rise to horizontally 
affected markets in France in (i) mortars, in particular (a) construction dry premix 
mortar and (b) tile -fixing dry premix mortar; (ii) chemical -based concrete and 
mortar admixtures; (iii) concrete works, in particular structural 
reinforcing/strengthening; (iv) polyurethane ( ‘PU’) sealants for DIY6/consumer s 
and, in Spain in (v) ETICS.  
4.1. Mortars  
(9) Mortar is a building material, usually made of sand, binders (like cement) and 
various additives ( for example, pigments or waterproof compounds). Mortars are 
used to bind construction materials together or to fill the gap between them. In 
particular, construction mortars  are used for various building construction 
purposes (e.g . casting and setting, mas onry, plastering, floor levelling, and 
concrete repair); while tile-fixing mortars  are used for fixing tiles, both on 
substrate (adhesive mortars) and as sealants between tiles (grouts).   
4.1.1.  Market definition  
4.1.1.1.  Product market definition  
 The Commission ’s precedents  (a)
(10) In previous decisions , the Commission distinguished between premix mortars, 
which are mixed at the factory and on -site mortars, which are mixed on the 
construction site.7 
(11) Within premix mortars, the Commission distinguished  between  dry mortars 
(supplied in a dry powder form), wet mortars (ready -mixed with water at the 
factory), and ready -to-use paste mortars (supplied as paste, including organic 
compounds as binders).8  
(12) The Commission also distinguished between mortars based on the application, 
namely: (i) construction mortars, used for various building construction purposes 
such as casting and setting, masonry, plastering, floor levelling and concrete 
repair; (ii) façade mortars, used as an outer layer of buildings for protective or  
aesthetic purposes, or as part of insulation systems and (iii) tile -fixing mortars, 
                                                 
6  DIY refers to ‘Do -It-Yourself.’  
7  Commission Decision in Case M.7498 – Compagnie de Saint -Gobain/Sika (2015), recital 25; 
Commission Decision in  Case M.4898 – Compagnie de Saint -Gobain/Maxit (2008), recita ls 16 and 19; 
Commission Decision in Case M.3572 – Cemex/RMC (2014), recitals 14 -17. 
8  Commission Decision in  Case M.7498 – Compagnie de Saint -Gobain/Sika (2015), recitals 25 and 26; 
Commission Decision in Case M.4898 – Compagnie de Saint -Gobain/Maxit (20 08), recital 20.  
 
4 used for fixing tiles, both on substrate (adhesive mortars) and as sealants between 
tiles (grouts).9 
 The Parties’ views  (b)
(13) The Parties agree with the segmentation adopted by the Commission in previous 
decisions . The Parties thus submit that mortars should be segmented according to 
(i) the place where the mortar is mixed, (ii) the physical form of the mortar, and 
(iii) the final application of the mortar.10 
 The Commission ’s asse ssment  (c)
(14) The majority of respondents to the market investigation (customers and 
competitors) confirmed that the market for mortar should be divided according to  
(i) the place where the mortar is mixed (at factory or on the construction site), (ii) 
the physic al form of the mortar (dry, wet or paste), and (iii) the final application 
of the mortar (construction, tile -fixing or façade).11  
(15) In the present case, t he overlap between  Parties ’ activities give s rise to 
horizontally affected markets in (i) construction d ry premix mortar, and (ii) tile -
fixing dry premix mortar.  With  regard to these products, the majority of the 
respondents (customers and competitors) to the market investigation confirm ed 
that there is a price difference between them; tile -fixing dry premix  mortar is 
more expensive than construction dry premix mortar.12  
(16) In line with previous Commission decision s and considering the information 
provided by the Parties and the results of the market investigation, the 
Commission is of the view that construction  dry premix mortar and tile -fixing dry 
premix mortar should be considered separate product markets  for assessing the 
Transaction . 
4.1.1.2.  Geographic market definition  
 The Commission ’s precedents  (a)
(17) In previous decisions, the Commission left the geographic market definition open 
and conducted the competitive assessment both at national and at local/regional 
levels, assuming a 120  km radius around the production plant.13 In another 
                                                 
9  Commission Decision in Case M.7498 – Compagnie de Saint -Gobain/Sika (2015), recital 27; 
Commission Decision in Case M.7249 – CVC/Parexgroup (2014), recitals 17 and 18; Commission 
Decision in Case M.4898 – Compagnie de Saint -Gobain/Maxit  (2008), recitals 21 and 22.  
10  Form CO, paragraph 63.  
11  Questionnaire to Customers (France) - Q2, question 6; Questionnaire to Competitors (France) – Q1, 
question 5.  
12  Questionnaire to Customers (France) - Q2, question 7; Questionnaire to Competitors (F rance) – Q1, 
question 6.  
13  Commission Decision in Case M.7249 – CVC/Parexgroup (2014), recitals 20 -23; Commission 
Decision in Case M.4898 – Compagnie de Saint -Gobain/Maxit (2008), recitals 27 -29; Commission 
Decision in Case M.4719 – Heidelberg Cement/Hanson (2007), recitals 32 and 35; Commission 
Decision in Case M.1779 – Anglo American/Tarmac (2000), recital 23.  
 
5 decision, the Commission considered that the geographic market corresponded to 
a radiu s of 120  km around each of the Parties ’ production plants.14 
(18) In the most recent decision concerning  mortars, the Commission carried out its 
competitive assessment on the basis of (i) national markets  and, (ii) with regard to 
large volume /low value  heavy mor tars, the Commission also considered narrower 
hypothetical regional/local markets, assuming a 120 km radius around production 
plants .15  
 The Parties ’ views  (b)
(19) The Parties submit that the geographical markets in the area of premix mortars 
should be national for  all sub -segments.16 
(20) They argue that their supplies of mortars are not limited to a certain geographic 
area within a country. The Parties explain that they have either only one plant per 
country or if there are several production  plants their supply area wo uld be much 
larger than a 120 km radius around those plants . Moreover, they submit that even 
low value/large volume premix mortars (price range up to approximately EUR 
[…] per kg) tend to be distributed in a much larger radius than 120 km around the 
respec tive plant and that the price level tends to be homogeneous at a national 
level.17 
(21) The Parties add  that in certain markets like France, distance plays a less important 
role for large volume/low value heavy mortars because, compared to building 
traditions in  other countries, large volume/low value heavy mortars are used only 
to a small extent in France. They are therefore produced in lower quantities and 
fewer production sites, which makes shipping over longer distances necessary.18 
(22) The Parties further explain  that construction and tile -fixing dry premix mortar 
products could be partially qualified as low value/large volume premix mortars , 
and the Parties  sell these  products to customers that are located more than 120 km 
from their respective production plants in France. They add that those 
construction dry premix mortar products are mostly shipped over distances that 
are even longer than 300 km.19 
 The Commission ’s assessment  (c)
(23) The Parties ’ respective sales of construction and tile -fixing dry premix mortar s in 
France in 2017 , sold in radii of 120 km, 300 km, and 600 km around the Parties’ 
plants, are set out in Table 1 and Table 2 below.  
  
                                                 
14  Commission Decision in Case M.7054 – Cemex/Holcim Assets (2014), recital 356.  
15  Commission Decision in Case M.7498 – Compagnie de Saint-Gobain/Sika (2015), recital 36.  
16  Form CO, paragraph 65.  
17  Form CO, paragraph 66.  
18  Form CO, paragraph 67.  
19  Form CO, paragraph 68.  

 
7 (25) With regard to construction dry premix mortar , the same number of customers 
indicated that the shipping distance from their supplier to their outlet (s) was 0 –
120 km and 120 –300 km.21 Concerning competitors, the competitors  that 
expressed a view  indicated that the majority of their sales took place in a radius 
larger than 120  km around their production  plant s.22  
(26) Regarding  tile-fixing dry premix mortar , the same number of customers indic ated 
that, for the majority of their sales, the shipping distance from  the supplier ’s plant 
to their outlet (s) was 0 –120 km and 120 –300 km.23 The majority of c ompetitors  
that expressed a view respondents indicated the majority of their sales took place 
in a radius of 120 to 300  km from their plants .24  
(27) Therefore, in the present case, the sales of the Parties and the results of the market 
investigation do not seem to support a geographic market definition based on 
sales done in a radius of less than 120  km around the Parties’ production plant s.  
(28) In conclusion, i n line with previous Commission decision s and considering the 
information provided by the Parties and the results of the market investigation, 
the Commission is of the view that , for assessing the Transaction,  the relevant 
geographic market for construction dry premix and tile -fixing dry premix mortars 
could be national in scope . In any event, the precise geographic market definition 
can be left open , as the Transaction does not raise  competition concerns under any 
plausible market definition.  
4.1.2.  Competitive assessment  
(29) The Parties ’ activities in mortar overlap in the areas of façade dry, façade paste, 
construction dry, tile -fixing dry and tile -fixing paste premix mortars, giving rise 
to affected market s for construction dry premix mortar and tile -fixing dry premix 
mortar  at national level (France) and at a local/regional level, assumi ng 120 km, 
300 km and 600 km radii around Parex’ s production plants in France.  
4.1.2.1.  The Parties ’ views  
(30) With reg ard to both construction and tile -fixing dry premix mortar s, the Parties 
submit that the Transaction does not raise competition concerns because the 
Parties ’ combined market share will be low er than  [20-30]% for construction dry 
premix mortar and lower tha n [20-30]% for tile-fixing  dry premix mortar . 
Moreover, the combined entity will continue to face significant competition from  
both large  competitors, including  multinationa l, and smaller local competitors.  
(31) With regard to construction dry premix mortar, t he Parties also claim that new 
competitors successfully entered the market for construction dry premix mortar in 
France. Concerning  tile-fixing dry premix mortar, the Parties submit that private 
label s offered by distributors exercise significant price pressure.  
                                                 
21  Questionnaire to Customers (France) – Q2, question 8.  
22  Questionnaire to Competitors (France) – Q1, que stion 7.1.  
23  Questionnaire to Customers (France) – Q2, question 8.  
24  Questionnaire to Competitors (France) – Q1, question 7.2.  


 
10 among the three companies that offer most similar products to tho se of Parex30 
and five customers shared this view.31  
(40) However, in response to both questions  on similarity (see first phrase of 
paragraph (39) above) , the majority of the  respondents (customers and 
competitors) to the market investigation also mentioned Saint -Gobain  (Weber) 
among the three companies that offer most similar products to those of the 
Parties. 32 
(41) Furthermore, the  Commission also took into account in its  assessm ent the 
difference in price between Sika’s and Parex’s products in this market.33 Sika’s 
average sales price is clearly higher than Parex’s prices. According to the Parties, 
construction dry premix mortar s are standardised but not identical. There are 
diffe rent levels of sophistication demanded by customers. High sophistication 
requires more components/raw materials, hence higher costs and different cost 
structures. Sika offers more sophisticated products, while Parex offers more basic 
ones; but  while the Pa rties’ average sales price s for construction dry premix 
mortar are significantly different, their gross profit margins are closer to each 
other.34  
(42) With regard to competitive pressure  and based on the information provided by the 
Parties, the Commission cons iders that the market for construction dry premix 
mortars is driven by prices  and p ost-Transaction, Saint -Gobain (Weber), Mapei 
and BASF are likely to continue exercising significant competitive pressure on 
the combined entity. All of them have market shar es above 5% and have two or 
more mortar production plants in France.35  
(43) Moreover, Saint -Gobain (Weber) and Mapei are historical market leaders of the 
market for construction dry premix mortar.36 Furthermore , Saint -Gobain  has a n 
important distribution network  in France, in which it sells under different banners, 
including Point.P Materiaux de Construction, Point.P Travaux Publics, 
Décpcéram or La Plateforme du Bâtiment;37 and according to the Parties, Mapei 
is known for its aggressive pricing strategy.38  
(44) Additi onally,  the Parties claim that small suppliers price very aggressively and 
exercise significant price pressure on the market.39 The Parties identified six 
competitors with market shares between [0-5]% and [0-5]% and other suppliers 
with a combined market sh are of [10-20]%. The majority of the customers that 
responded to the market investigation confirmed  that smaller suppliers exercise 
                                                 
30  Questionnaire to Competitors (France) – Q1, question 12.  
31  Questionnaire to Customers (France) – Q2, question 13.  
32  Questionnaire to Customers (France) – Q2, questions 12 and 13; Questionnaire to Competitors 
(France) – Q1, questions 11 and 12.  
33  Parties’ response to the Commission’s request for information RFI 2, question 6.  
34  Parties’ response to the Commission’s follow -up questions to request for information RFI 2, question 
2.a. 
35  Form CO, paragraph 125.  
36  Parties’ response to the Commission’s request for information RFI 2, question 7.  
37  Questionnaire to Competitors (France) – Q1, question 35. See also Saint -Gobain’s website at: 
http://www.sgdb -france.fr/nos -enseignes -XR57.  
38  Form CO, paragraph 126.  
39  Form CO, paragraph 127.  

 
12 little time and cost associated with switching production assuming the right 
equipment is available. ”51 
(50) With regard to barriers to entry, the majority of competitors indicated that in the 
market for construction dry premix mortar, there are b arriers that prevent entry 
such as regulatory requirements at Union and national level s.52 The Commission 
notes that the regulatory requirements, as described by the Parties, seem to take 
less than 1 year and entail investments of less than EUR 100  000.53 
(51) Moreover , the majority of the customers that responded to the market 
investigation indicated that entry was possible54 and two competitors indicated 
that there have been new entries in the last five years and referred to the following 
companies: S&P Reinfor cement (‘S&P’), Cermix and RUREDIL.55  
(52) In this regard,  the Parties  explained that  S&P announced a launch of a range of 
mortar products in 2019;56 Cermix and PRB entered the market for construction 
dry premix mortar from the markets for tile -fixing and façade  dry premix mortars , 
respectively.57 Furthermore , the Parties stated that Baumit may also have plans to 
enter the French market shortly.58 
(53) With regard to the impact of the Transaction in the market for construction dry 
premix mortar, the majority of competit ors that responded to the market 
investigation expect a decrease in product choice  and price 59 and the majority of 
customers that expressed a view expect an increase of prices.60  
(54) Additionally, a competitor indicated that the minority shareholding (10.75%) that 
Saint -Gobain  has in Sika, could give the combined  entity a significant 
competitive advantage and its products could receive a preferential treatment 
within Saint -Gobain ’s distribution network in France at the expense of other 
suppliers.61  
(55) Before the T ransaction, Sika and Parex already had separate distribution 
agreements with Saint -Gobain. They sold their products in part through Saint -
Gobain’s distribution network in France. Taking this into account , the distribution 
related issue raised during the ma rket investigation is not merger specific with 
regard to Sika . With regard to Parex, the Commission considers that based on the 
infor mation provided by the Parties even if Saint -Gobain could have the ability to 
provide preferential treatment to the product s of the combined entity, it is unlikely 
                                                 
51  Questionnaire to Competitors (France) – Q1, question 17.  
52  Questionnaire to Competitors (France) – Q1, questions 20.1 and 20.1.1.  
53  Parties’ response to the Commission’s request for information RFI  2 and follow -up questions, 
questions 10 and 3.a, respectively.  
54  Questionnaire to Customers (France) – Q2, question 30.  
55  Questionnaire to Competitors (France) – Q1, questions 19.1 and 19.1.1.  
56  Parties’ response to the Commission’s request for informa tion RFI 2, question 9.  
57  Form CO, paragraph 128.  
58  Parties’ response to the Commission’s request for information RFI 2, question 11; see also, Form CO, 
paragraph 237.  
59  Questionnaire to Competitors (France) – Q1, question 34.1.  
60  Questionnaire to Cust omers (France) – Q2, question 32.1; Questionnaire to Competitors (France) – 
Q1, question 34.1.  
61  Questionnaire to Competitors (France) – Q1, question 33.1.  
 
13 that it would have the incentives to do so. Saint -Gobain is not the only available 
distributor; there are other relevant distributors available in France such as 
Chausson, Gedimat, CMEM or Leroy Merlin that follow a  multi -brand strategy. 
Only  one respondent to the market investigation raised this issue without further 
substantiation besides the minority shareholding of Saint -Gobain in Sika. 
However, Saint -Gobain would not be able to recapture the reduction of the sal es 
of its own products, which would derive from providing preferential treatment  to 
the Parties’ products, through the benefits resulting from its minority 
shareholding in Sika. Moreover , according to public available sources, in 
February 2019 Saint -Gobain  was considering selling part of its distribution 
network in France, Point.P Travaux Publics.62 
(56) The Commission notes that, based on the information provided by the Parties and 
the results of the market investigation, post -Transaction the combined entity  
would become a market leader in construction dry premix mortar at a national 
level; however, the Parties’ combined share would remain moderate ( [20-30]%) 
and, under a narrower relevant geographic market based on the location of 
Parex’s production plants, th e Parties’ combined shares would be lower (see  
Table 4 above).  
(57) Moreover, post-Transaction more than 10 competitors w ould remain in the 
market and they are likely to continue exercising significant competitive pressure 
on the combined entity.   
(58) The Commiss ion further notes that (i) customers have some degree of buyer 
power and multisource ; (ii) there is spare capacity in the market  and it is possible 
to switch production from tile -fixing to construction dry premix mortar , and ( iii) 
there have been new entra nts in the last five years, which have quickly obtained 
market recognition (e.g. market shares of 3.4%) and more entrants are expected. 
Additionally, the Parties claim that in this market product choice for customers 
increases rather than decreases.63 
(59) In co nclusion, in light of the evidence available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with regard to the market for construction dry premix mortar in 
France . 
 Tile-fixing dry premix mortar  (b)
(60) The market shares of the Parties and their competitors in the market for tile -fixing 
dry premix mortar in France in 2017  are set out in Table 6 below.  
  
                                                 
62  Press release of 12 February 2019, Point.P TP pourrait être vendu par Saint -Gobain , available at : 
https://www.lemoniteurmateriels.fr/article/point -p-tp-pourrait -etre-vendu -par-saint -gobain,817230.  
63  Parties’ response to the Commission’s request for information RFI 2, question 11.  


 
16 and among them, only one customer ranked the Parties next to each to other, the 
other customers ranked them more distantly.67 
(66) The results of the market investigation  confirm that there is spare capacity in the 
French market for tile -fixing dry premix mortar, and therefore that competitors 
could respond to increased demand. The Parties indicated that they experience 
overcapacity in all their respective plants in France .68 Responses from the 
competitors that expressed a view suggest that they are in a similar situation. 
Indeed, the majority of competitors that expressed a view indicated that they have 
spare capacity for the production of tile -fixing dry premix mortar in F rance.69 
Consequently, they confirmed that they would be able take on new orders and 
increase their production quickly and without incurring significant costs .70 
(67) The results of the market investigation confirm the Parties’ views  on customers’ 
strong buyer po wer. All the  competitors that expressed a view indicated that 
customers for tile -fixing dry premix mortar have strong buyer power.71 One 
competitor notably explained that tile -fixing dry premix mortar is more 
commoditized compared to construction dry premix  mortar and the market is 
“more mature .”72 Similarly, the majority of customers that expressed a view 
indicated that they have negotiating power over one or both Parties in relation to 
their purchases of tile -fixing dry premix mortar.73 Several customers exp lained 
notably their negotiating power is due to the presence of numerous competitors in 
the market.74 
(68) In the same vein, the results of the market investigation suggest that customers 
can easily switch suppliers. The majority of customers that expressed a v iew 
indicated that they have more than two suppliers for tile -fixing dry premix 
mortar.75 The majority of customers that expressed a view indicated they have not 
switched suppliers.76 However, they also indicated that they could start 
purchasing from a new s upplier quickly and without incurring significant costs .77 
(69) The results of the market investigation do not confirm the Parties’ views  on the 
ability of suppliers to enter the market due to low barriers to entry. The majority 
of respondents to the market inve stigation (customers and competitors) that 
expressed a view indicated that there has been no entry in the last five years.78 
One competitor identified two suppliers , which allegedly entered the market in 
the past five years (namely, Kerakoll and Ardex). The  Parties subsequently 
confirmed that those two suppliers have been present in the market but for a 
longer period (approximately 10 years for Kerakoll and more than 15 years for 
                                                 
67  Questionnaire to Customers (France) – Q2, question 10.  
68  Form CO, paragraphs 174 and  180. 
69  Questionnaire to Competitors (France) – Q1, question 15.2.  
70  Questionnaire to Competitors (France) – Q1, question 16.2.  
71  Questionnaire to Competitors (France) – Q1, question 18.2.  
72  Questionnaire to Competitors (France) – Q1, question 18.2.1.  
73  Questionnaire to Customers (France) – Q2, question 29.  
74  Questionnaire to Customers (France) – Q2, question 29.  
75  Questionnaire to Customers (France) – Q2, question 16.2.  
76  Questionnaire to Customers (France) – Q2, question 17.2.  
77  Questionnaire to Customers (France) – Q2, question 18.2.  
78  Questionnaire to Competitors (France) – Q1, question 19.2; Questionnaire to Customers (France) – 
Q2, question 30.  
 
17 Ardex).79 The Commission notes that they are not part of the main competitors 
identified by the Parties in Table 6 above. Half of the customers that expressed a 
view indicated that entry would not be possible.80 The Commission further notes 
that several customers considered that the presence of numerous competitors in 
the market would act as a barrier to entry, because the market would be less 
attractive for new suppliers.81  
(70) With regard to the impact of the Trans action, the majority of participants to the 
market investigation (competitors and customers) that expressed a view indicated 
that they would not expect price increases, losses of quality and choice post -
Transaction.82 Some participants indicated that prices  would increase and product 
choice would decrease . However, those claims were based on the reduction of the 
number of competitors but they were not further substantiated.83 One competitor 
indicated that prices could decrease due to the size of the combined entity that 
would allow it to pursue an aggressive pricing strategy, but this claim was also 
not further substantiated.84 
(71) On balance and in light of the evidence available to it, the Commission considers 
that the Transaction does not raise serious doubts as  to its compatibility with the 
internal market with regard to the market for tile -fixing dry premix mortar in 
France.  
4.2. Chemical -based concrete and mortar admixtures  
(72) Concrete and mortar admixtures are ingredients that are added to improve the 
properties of c oncrete or mortar (e.g. reducing the water content or extending the 
workability). They can be either chemical -based or mineral -based. Within 
chemical -based admixtures, so -called performance polymers are one of the most 
important groups.  
4.2.1.  Market definition  
4.2.1.1.  Product market definition  
 The Commission ’s precedents  (a)
(73) As regards concrete and mortar admixtures, the Commission found in previous 
decisions that chemical -based and mineral -based admixtures constitute separate 
product markets, due to their different product  characteristics, the important price 
differences, t he lower performance of mineral -based admixtures and the 
difference in technology and quality.85 
                                                 
79  Parties’ response to the Commission’s request for information RFI 2, question 9 (ii).  
80  Questionnaire to Customers (France) – Q2, question 30.  
81  Questionnaire to Customers (France) – Q2, question 30.  
82  Questionnaire to Competitors (France) – Q1, question 34.2; Questionnaire to Customers (France) – 
Q2, question 32.2.  
83  Questionnaire to Comp etitors (France) – Q1, question 34.2; Questionnaire to Customers (France) – 
Q2, question 32.2.  
84  Questionnaire to Competitors (France) – Q1, question 34.2.  
85  Commission Decision in Case M.7498 – Compagnie de Saint -Gobain/Sika (2015), recitals 103 and 
105; Commission Decision in Case M.4177 – BASF/Degussa (2006), recital 17.  
 
18 (74) Within chemical -based admixtures, the Commission made no further distinction 
according to the different type s of admixtures (such as mortar and concrete 
admixtures) as it found that customers typically source the entirety of the 
admixtures they require from a single supplier, which suggested a high degree of 
supply -side substitutability.86 
 The Parties’ views  (b)
(75) The Parties agree with the segmentation adopted by the Commission in previous 
decisions on concrete and mortar admixtures. They submit  that, in the present 
case, the relevant product market should be the market for chemical -based 
admixtures where the Parties ’ activities overlap.87 
 The Commission ’s assessment  (c)
(76) In the market investigation, the majority of respondents (customers and 
competitors) that expressed a view confirmed that the market for concrete and 
mortar admixtures should be further segmented into chemic al-based and mineral -
based concrete and mortar admixtures. These are separate product markets due to 
different characteristics, prices, performance, technology and quality.88 
(77) In line with previous Commission decisions and considering the information 
provide d by the Parties and the results of the market investigation, the 
Commission is of the view that chemical -based concrete and mortar admixtures 
should be considered as a separate product market for assessing the Transaction.  
4.2.1.2.  Geographic market definition  
 The Commission ’s precedents  (a)
(78) In a previous decision , the Commission left open whether the relevant geographic 
market would be EEA -wide or smaller.89 In a more recent decision, the 
Commission conducted the competitive assessment on the basis of national 
markets as the narrowest plausible market definition.90 
 The Parties’ views  (b)
(79) The Parties submit that the precise geographic market definition for concrete and 
mortar admixtures can be left open. They explain  that their activities only overlap 
in chemical -based concre te and mortar  admixtures in France.91 
  
                                                 
86 Commission Decision in Case M.7498 – Compagnie de Saint -Gobain/Sika (2015), recital 104.  
87  Form CO, paragraph 78.  
88  Questionnaire to Competitors (France) – Q1, question 21; Quest ionnaire to Customers (France) – Q2, 
question 19.  
89  Commission Decision in Case M.4177 – BASF/Degussa (2006), recital 31. 
90  Commission Decision in Case M.7498 – Compagnie de Saint -Gobain/Sika (2015), recital. 106. 
91  Form CO, paragraph 80. 
 
19  The Commission ’s assessment  (c)
(80) In the market investigation, the  majority of customers and the majority of 
competitors that expressed a view agreed with the Commission’s previous finding 
that the competition conditions fo r concrete and mortar admixtures are relatively 
homogeneous within certain EEA countries and with the Commission’s analysis 
of competition on a country -by-country basis.92 
(81) In line with the most recent Commission decisions and considering the 
information pro vided by the Parties and the results of the market investigation, 
the Commission is of the view that, for the purpose of this decision, it will 
consider the relevant geographic market for chemical -based admixtures national 
in scope.  
4.2.2.  Competitive assessment  
(82) The overlap between the Parties ’ activities in concrete and mortar admixtures 
gives rise to an affected market in respect of  chemical -based concrete and mortar 
admixtures in France.  
4.2.2.1.  The Parties’ views  
(83) The Parties submit that the Transaction  will not raise  competition concerns 
because it will lead to a marginal increment in market shares (around [0-5]%) and 
the Parties ’ combined market share will be low er than 30%. Moreover, the 
combined entity will continue to face significant competition from numerous 
competitors.  
(84) Additionally, the Parties claim that customers have significant buyer power and 
can easily switch suppliers. The Parties add that barriers to enter the markets are 
low and therefore, competitors can set up production and distribution relatively 
quickly and at small costs.  
(85) The Parties also explain that they face significant overcapacities and assume that 
their competitors are in a similar situation. Accordingly, their competitors would 
be able to respond to increased demand.  
4.2.2.2.  The Commission ’s asse ssment  
(86) The market shares of the Parties and their competitors in the market for chemical -
based concrete and mortar admixtures in France in 2017  are set out in Table 8 
below . 
  
                                                 
92  Questionnai re to Competitors (France) – Q1, question 22; Questionnaire to Customers (France) – Q2, 
question 20.  

 
21 (91) Moreover, in the French market for chemical -based concrete and mortar 
admixtures, c ustomers have some degree of buyer power and, six competitors 
entered the market in the last 10 years.  
(92) In conclusion,  in light of the evidence available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibi lity with the 
internal market with regard to the market for chemical -based concrete and mortar 
admixtures in France.  
4.3. Concrete works  
(93) Concrete works encompass a variety of products that are used for concrete surface 
treatment or to repair concrete structures , in particular to fill cracks and voids, to 
protect concrete structures against chemicals and corrosion, and to allow the 
application of coatings.  
(94) Within concrete works, the Parties’ activities overlap in the following sub -
categories: (i) anchoring resins , (ii) bonding agents, (iii) corrosion protection 
control and (iv) s tructural reinforcing/strengthening .  
4.3.1.  Market definition  
4.3.1.1.  Product market definition  
 The Commission ’s precedents  (a)
(95) In a previous decision, the Commission found that concrete works should be 
segmented along the following lines: injection resins, polymer concrete, resin -
based grouts, anchoring resins, bonding agents, primers, impregnations, corrosion 
protection/control, structural reinforcing/strengthening, and ancillaries (cleaners, 
release ag ents, etc.). Each of those segments constituted a separate product 
market.95 
 The Parties’ views  (b)
(96) The Parties agree with the segmentation adopted by the Commission in its past 
decision on concrete works. They submit  that the relevant product markets should 
be the markets for anchoring resins, bonding agents, corrosion protection control 
and structural reinforcing/strengthening.96 
 The Commission ’s assessment  (c)
(97) In the market investigation, the majority of customers and the majority of 
competitors  that expressed  a view  confirmed the product market definition as 
established in the previous Commission decision, namely the market for concrete 
works should be divided as follows : injection resins, polymer concrete, resin -
based grouts, anchoring resins, bonding agents,  primers, impregnations, corrosion 
                                                 
95  Commission Decision in Case M.7498 - Compagnie de Saint -Gobain/Sika (2015), recital. 114. 
96  Form CO, paragraph 83. 
 
22 protection/control, structural reinforcing/strengthening, and ancillaries (cleaners, 
release agents, etc.).97 
(98) In line with the Commission’s prior decisional practice and considering the 
information provided by the Parties and the results of the market investigation, 
the Commission is of the view that structural reinforcing/strengthening  should be 
considered as a separate product market for assessing the Transaction.  
4.3.1.2.  Geographic market definition  
 The Commission ’s precedents  (a)
(99) In a previous decision, the Commission considered that national markets were the 
narrowest plausible geographic market definition and carried out its competitive 
assessment on this basis.98 
 The Parties ’ views  (b)
(100)  The Parties submit that the competitive assessme nt for concrete works, in 
particular  for structural reinforcing/strengthening , should be conducted on a 
national basis. They explain that their activities only overlap in some sub -
segments of concrete works in France and the United Kingdom.99  
 The Commissio n’s assessment  (c)
(101)  In the market investigation, the  majority of customers and the majority of 
competitors that expressed a view agreed with the Commission’s previous finding 
that the competition conditions for concrete works are relatively homogeneous 
within c ertain EEA countries and with the Commission’s analysis of competition 
on a country -by-country basis.100 
(102)  In line with the Commission’s prior decisional practice and considering the 
information provided by the Parties and the results of the market investigati on, 
the Commission is of the view that, for the purpose of this decision, it will 
consider the relevant geographic market for structural reinforcing/strengthening 
national in scope.  
4.3.2.  Competitive assessment  
(103)  The overlap between the Parties ’ activities in con crete works give s rise to an 
affected market in respect of structural reinforcing/strengthening in France.  
(104)  Structural reinforcing/strengthening consists of strengthening concrete substrates 
or increasing shear capacity of concrete beams by using prefabric ated plates made 
from carbon fibre reinforced polymer or other materials.  
                                                 
97  Questionnaire to Competitors (France) – Q1, question 24; Questionnaire to Customers (France) – Q2, 
question 22.  
98  Commission Decision in  Case M.7498 - Compagnie de Saint -Gobain/Sika (2015), recital 116. 
99  Form CO, paragraph 84.  
100  Questionnaire to Competitors (France) – Q1, question 25; Questionnaire to Customers (France) – Q2, 
question 23.  

 
24 third party, […].102 Furthermore, Parex’s customers typically procure structural 
reinforcing/strengthening together wit h other Parex products, in particular with 
construction dry premix mortar.103  
(110)  The Transaction would bring about a limited increment in market share of [0-5]% 
(which corresponds to sales of EUR […]), and the combined market share of the 
Parties would be  slightly above 20 % ([20-30]%).  
(111)  Post-Transaction, the combined entity w ould be the second largest player ( [20-
30]%), after Freyssinet who w ould remain the market leader with a market share 
of [20-30]%. The combined entity w ould be very closely followed by  S&P ( [10-
20]%). Three other competitors w ould remain in the market with market shares 
between [10-20]% and [5-10]%. There w ould also be a group of unidentified 
competitors with an aggregate market share of [10-20]%. Post-Transaction, the 
combined entity w ould therefore face competition from several large and 
medium -sized competitors, which w ould remain active in the market.  
(112)  Concerning customers’ buyer power, the results of the market investigation 
confirm the Parties’ views , the majority of competitors tha t expressed a view 
indicated that customers have buyer power.104 Similarly, the majority of 
customers that expressed a view indicated that they have negotiating power over 
either or both Party(ies).105 
(113)  With regard to barriers to entry, the results of the marke t investigation do not 
support the Parties’ views according to which competitors can quickly enter the 
market due to low barriers to entry.  
(114)  None of the competitors that expressed a view considered that new players could 
quickly establish a market presence  without incurring significant investments106 
and t he majority of customers that expressed a view indicated that entry is not 
possible.107 Participants  to the market investigation  mentioned several barriers to 
entry , such as certifications, financial and techn ical abilities and the presence of 
numerous competitors in the market.108 However, according to the Parties, in the 
last 10 years, there have been two entries in the market, Mapei (c. 10 years ago) 
and S&P (c. 5 -7 years ago), which have market share s of or above [10-20]%. 109 
(115)  With regard to the impact of the Transaction, the majority of the respondents 
(customers and competitors) to the market investigation that expressed a view 
indicated that they expect price increases post -Transaction.110 Concerning quality 
and product choice , one competitor expected a decrease while another one 
                                                 
102  Form CO, paragraph 181.  
103  Parties’ response to the Commission’s request for information RFI 2, question 16.  
104  Questionnaire to Competitors (France) – Q1, question 31.2.  
105  Questionnaire to Customers (France) – Q2, question 29.  
106  Questionnaire to Competitors (France) – Q1, question 32.2  
107 Questionnaire to Customers (France) – Q2, question 30.  
108  Questionnaire to Competitors (France) – Q1, question 32.2.1; Questionnaire to Customers (France) – 
Q2, question 30.  
109  Parties’ response to the Commission’s request for information RFI 2, questions 10 and 22.  
110  Questionnaire to Competitors (France) – Q1, question 34.4; Questionnaire to Customers (France) – 
Q2, question 32.4.  
 
25 expected no changes .111 However, these claims were mainly based on the 
reduction of the number of competitors but they were not further substantiated.  
(116)  The Commission finds  that t he Transaction is unlikely to significantly change the 
market structure. Parex has a market share below [0-5]%. It does not produce 
these products and procures them from a third party. Post -Transaction, Freyssinet, 
which w ould remain the market leader ( [20-30]%) and the other competitors in 
the market (more than five) are likely to continue exercising competitive pressure 
on the combined  entity. In fact, in the last two years, based on the Parties’ data, 
Sika’s prices decreased by more than [5-10]% each yea r and Parex’s prices 
[…].112  
(117)  Moreover, in the French market for structural reinforcing/strengthening, 
customers have buyer power and, despite the existence of barriers to entry, two 
competitors en tered in the last 10 years. Furthermore, one of the barriers to entry 
mentioned in the market investigation was the presence of numerous competitors 
(see paragraph (114)  above).  
(118)  Additionally, the Parties explained that the combined  entity would  not have 
incentives to increase prices because the market is very price sensitive and 
customers will otherwise switch to other suppliers.113 As regards product choice, 
the Parties explained t hat the combined entity would  very likely continue to offer 
Parex’ s products post -Transaction.114 Moreover, concerning decrease of quality, 
regulatory requirements are likely to be a safeguard against it.  
(119)  In conclusion, on balance and in light of the eviden ce available to it, the 
Commission considers that the Transaction does not raise serious doubts as to its 
compatibility with the internal market with regard to the market for structural 
reinforcing/strengthening in France.  
4.4. Sealants  
(120)  Sealants are substances used to block the passage of fluids through the surface of 
joints or openings in materials such as sanitary joints, roofing joints, expansion 
joints and window and door joints.  
4.4.1.  Market definition  
4.4.1.1.  Product market definition  
 The Commission ’s precedents  (a)
(121)  In prev ious decisions, the Commission considered a possible distinction between 
adhesives and sealants, but ultimately left the market definition open. The 
Commission categorised adhesives and sealants into three end -use groups, 
according to the target customer g roup, namely adhesives and sealants for 
consumers and DI Y customers, adhesives and sealants for the construction sector, 
                                                 
111  Questionnaire to Competitors (France) – Q1, question 34.4.1.  
112  Parties’ response to the Commission’s request for information RFI 2, questions 16 and 22.  
113  Parties’ response to the Commission’s request for information RFI 2, question 21.  
114  Parties’ response to the Commission’s request for informat ion RFI 2, question 22.  
 
26 and adhesives and sealants for industrial applications. As regards adhesives and 
sealants for industrial applications, the Commission c onsidered further 
segmentations according to the specific application such as automotive, 
bookbinding, labelling, packaging and according to the adhesive technology, such 
as water -based technologies, solvent -based technologies, hot melts or reactive 
adhesi ves, but ultimately left the market definition open.115 
(122)  In its most recent decision on sealants, the Commission considered that there 
were likely distinct product markets for adhesives and for sealants. The 
Commission also considered that the market for seal ants should most likely be 
further segmented into sealants produced for the construction and the consumer 
sectors respectively. The Commission noted that the lack of true demand - or 
supply -side substitutability between the different sealant technologies su ggested 
that separate product markets may exist for each type of sealant, i.e. acrylic 
sealants, polysulfide sealants, polyurethane sealants, silicone sealants and silyl -
modified polymers. However, the Commission left ultimately the precise product 
market definition open.116 
 The Parties’ views  (b)
(123)  The Parties submit that the precise product market definition can be left open as 
no competition concerns would arise under the narrowest product market 
definition based on the target customer group  and the sealant tech nology.117 
 The Commission ’s assessment  (c)
(124)  In the market investigation, the majority of customers and the majority of 
competitors  that express ed a view  confirmed the market for sealants should be 
segmented according to (i) the target consumer group (professional  construction 
or DIY/consumer), and (ii) the technology (silicone, acrylic, polyurethane (PU), 
silyl-modified polymers).118 
(125)  In line with the most recent Commission decisions concerning sealants and 
considering the information provided by the Parties and the results of the market 
investigation, the Commission is of the view that PU sealants for DIY/consumers 
should be considered as a separate product market for assessing the Transaction.  
4.4.1.2.  Geographic market definition  
 The Commission ’s precedents  (a)
(126)  In previous decisions, the Commission considered that the geographic market for 
industrial sealants and adhesives may vary depending on the application. For 
some of them, the Commission considered the geographic market to be at least 
                                                 
115  Commission Decision in Case M.7465 – Arkema/Bostik (2015), recitals 9 -12; Commission Decision 
in Case M.4941 – Henkel/Adhesives & Electronic Business (2008), recitals 10 -15; Commission 
Decision in Case M.3612 – Henkel/Sovereign (2004), recitals 10 -20. 
116  Commission Decision in Case M.8152 - Arkema/Den Braven (2016), recitals 15 -31. 
117  Form CO, paragraph 105.  
118  Questionnaire to Competitors (France) – Q1, question 27; Questionnaire to Customers (France) – Q2, 
question 25.  
 
27 EEA -wide. For other ap plications, the Commission found evidence that suggested 
the presence of national markets.119 
(127)  In its most recent decision on sealants, the Commission considered it likely that 
the geographical scope for the market for sealants for DIY /consumers  was 
national.  The geographical market for sealants for the professional construction 
segment was found to be likely supra -national or at least regional, namely 
Western Europe, Central and Eastern Europe, as well as Scandinavia. However, 
the Commission ultimately left t he precise geographic market definition open.120  
 The Parties ’ views  (b)
(128)  The Parties submit that the precise definition of the geographic market can be left 
open , as the Transaction will not raise competition concerns even when 
considering national markets.121 
 The Commission ’s assessment  (c)
(129)  In the market investigation, the  majority of customers and the majority of 
competitors that expressed a view agreed with the Commission’s previous finding 
that the competition conditions for sealants are relatively homogeneous with in 
certain EEA countries and with the Commission’s analysis of competition on a 
country -by-country basis.122 
(130)  In line with the most recent Commission decisions and considering the 
information provided by the Parties and the results of the market investigation, 
the Commission is of the view that, for the purpose of this decision, it will 
consider the relevant geogr aphic market for PU sealants for DIY/consumers 
national in scope.  
4.4.2.  Competitive assessment  
(131)  The overlap between the Parties ’ activities in sealants give s rise to an affected 
market in respect of PU sealants for DIY/consumer s in France.  
4.4.2.1.  The Parties ’ views  
(132)  The Parties submit that the Transaction will not raise competition concerns in the 
market for PU sealants for DIY/consumer s in France because it will lead to a 
marginal increment in market share (around [0-5]%). The combined entity will 
continue to face signi ficant competition from numerous competitors, in particular 
price pressure from private label brands offered by distributors.  
(133)  Additionally, the Parties claim that customers have significant buyer power and 
can easily switch suppliers. The Parties add that barriers to enter the market  are 
                                                 
119  Commi ssion Decision in Case M.7465 – Arkema/Bostik (2015), recital 11; Commission Decision in 
Case M.4941 – Henkel/Adhesives & Electronic Business (2008), recitals 38 -58; Commission Decision 
in Case M.3612 – Henkel/Sovereign (2004), recitals 36 -42. 
120  Commissio n Decision in Case M.8152 – Arkema/Den Braven (2016), recitals 41 -43. 
121  Form CO, paragraph 107. 
122 Questionnaire to Competitors (France) – Q1, question 28; Questionnaire to Customers (France) – Q2, 
question 26.  

 
29 However, the market investigation did not fully support this claim. The majority 
of competitors that expressed a view supported the Parties’ claim; but the 
majority of responsive customers did not.126  
(139)  Concerning  customers’ buyer power, the results of the market investigation 
confirm the Parties’ views, the majority of competitors that expressed a view 
indicated that customers have some degree of buyer power.127 Similarly, the 
majority of customers that exp ressed a view indicated that they have negotiating 
power over either or both Party(ies).128 
(140)  With regard to barriers to entry, the results of the market investigation do not 
support the Parties’ views according to which competitors can quickly enter the 
marke t due to low barriers to entry.  
(141)  A majority of competitors that expressed a view considered that new players 
could not establish a market presence without incurring significant investments 
and t he majority of customers that expressed a view indicated that e ntry is not 
possible. Several barriers to entry were mentioned by participants to the market 
investigation, such as certifications, brand awareness and the presence of 
numerous competitors in the market.129  
(142)  However, according to the Parties, the set -up of p roduction and distribution 
requires only small investments ( approx imately EUR 1 000 000) and can be done 
in a relatively short timeframe ( approximately  1-2 years). Furthermore, according 
to the Parties, manufacturers of construction dry premix mortar such as Saint -
Gobain (Weber), Mapei, PRB and Cermix/Desvres could be interested in offering 
PU sealants for DIY/consumers as an add -on to their product portfolio.130 
(143)  With regard to the impact of the Transaction, the majority of the respondents 
(customers and comp etitors) to the market investigation that expressed a view 
indicated that they would not expect changes in price , quality or product choice 
post-Transaction.131 
(144)  The Commission notes that the Transaction is unlikely to change significantly the 
market structur e. Parex has a market share below [0-5]%. It does not produce 
these products and procures them from a third party. Post -Transaction, 
competitors in the market (more than four) are likely to continue exercising 
competitive pressure on the combined entity. M oreover,  one of the barriers to 
entry mentioned in the market investigation was the presence of numerous 
competitors  (see paragraph (141)  above) .  
(145)  Furthermore, in the French market for PU sealants for DIY/consumer s, customers 
have buyer power.  
                                                 
126  Questionnaire to Competitors (France) – Q1, question 30; Questionnaire to Customers (France) – Q2, 
question 28.  
127  Questionnaire to Competitors (France) – Q1, question 31.3.  
128  Questionnaire to Customers (France) – Q2, question 29.  
129 Questionnaire to Competitors (France) – Q1, question 32.3; Questionnaire to Customers (France) – Q2, 
question 30.  
130  Parties’ response to the Commission’s request for information RF I 2, question 26.  
131  Questionnaire to Competitors (France) – Q1, question 34.5; Questionnaire to Customers (France) – 
Q2, question 32.5.  
 
30 (146)  In conclusion, in light of the evidence available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with regard to the market for PU sealants for DIY/consumers in 
France.  
4.5. ETICS  
(147)  ETICS are on -site applied systems of prefabricated products for external wall 
insulation, usually composed of different types of façade mortars, insulation 
materials and glass fibre mesh fabrics. They enhance the thermal performance of 
buildings at a competitive cost and also serve an aesthetic function as they cover 
the external wa ll. 
4.5.1.  Market definition  
4.5.1.1.  Product market definition  
 The Commission ’s precedents  (a)
(148)  In a previous decision, the Commission noted, as a result of its market 
investigation, that ETICS did not compete with other insulation systems. 
Similarly, ETICS  could either be s old as separate components (component sales) 
or as a complete system (system sales). As system sales were most of the time 
guaranteed by a certification scheme, and thus provide additional advantages for 
the user, the Commission found that a switch of user s would be unlikely and a 
separate market for ETICS is likely. The Commission, however, left the exact 
product market definition open.132 
 The Parties’ views  (b)
(149)  The Parties submit that the relevant product market should be the market for 
ETICS. They explain that  their activities only  overlap in Spain where they almost 
exclusively sell ETIC as systems. 133 
 The Commission ’s assessment  (c)
(150)  In the market investigation, the majority of respondents ( customers and 
competitors ) that expressed  a view confirmed that ETICS are di fferent from other 
insulation systems134 and a distinction should be done between component sales 
and system sales (see paragraph (148)  above).135 
(151)  In line with previous Commission decisions  and considering the information 
provided by the Parties and the results of the market investigation, the 
Commission is of the view that ETICS should be considered as a separate product 
market for assessing the Tra nsaction.  
  
                                                 
132  Commission Decision in Case M.4898 – Compagnie de Saint -Gobain/Maxit (2008), recital 144.  
133  Form CO, paragraph 92. 
134  Questionnaire to Competitors and Customers (Spain) – Q3, question 6.  
135  Questionnaire to Competitors and Customers (Spain) – Q3, question 7.  
 
31 4.5.1.2.  Geographic market definition  
 The Commission ’s precedents  (a)
(152)  In a previous decision, the Commission considered that the markets for ETICS 
were national due to specific national building regulations and transportation 
costs.136  
 The Parties ’ views  (b)
(153)  The Parties submit that the competitive assessment should be conducted on a 
national basis. They explain that their activities in ETICS only overlap in 
Spain.137 
 The Commission ’s assessment  (c)
(154)  In the market investigation, the majority of respondents ( customers an d 
competitors ) that expressed  a view agreed with the Commission’s previous 
analysis of competition on a country -by-country basis.138  
(155)  In line with previous Commission decisions  and considering the information 
provided by the Parties and the results of the ma rket investigation, the 
Commission is of the view that, for assessing the Transaction, the relevant 
geographic market for ETICS is  national in scope.  
4.5.2.  Competitive assessment  
(156)  The overlap between the Parties ’ activities in ETICS give s rise to an affected 
market in Spain.  
(157)  The Parties also produce and sell in Spain façade dry premix mortar, which is a 
minor component of ETICS , but t hey do not produce or sell the main ETICS 
components i.e. insulatio n materials and glass fibre mesh. This vertical 
relationship does not give rise to an affected market since the Parties’ individual 
and combined market shares in the (upstream) market for façade dry premix 
mortar in Spain is below [5-10]% and their individ ual and combined market 
shares in the (downstream) market for ETICS in Spain are below [20-30]%.139  
4.5.2.1.  The Parties’  views  
(158)  The Parties submit that the Transaction will not raise competition concerns 
because the Parties’ combined market will be lower than [20-30]% and the 
Transaction will lead to a small market share increment ( [0-5]%). Moreover, the 
combined entity will face significant competition from numerous competitors.  
(159)  The Parties claim that customers have significant buyer power and can easily 
switch supp liers. The Parties add that barriers to enter the market are low and 
                                                 
136  Commission Decision in Case M.4898 – Compagnie de Saint -Gobain/Maxit (2008), recital 145. 
137  Form CO, paragraph 94.  
138  Questionnaire to Competitors and Customers (Spain) – Q3, question 8.  
139  Form CO, Tables 6 and 15.  

 
33 million).141 The Commission notes that, according to the Parties, Sika entered the 
Spanish market for ETICS in 2015.142 
(165)  Concerning production capacity, the market investigation confirmed the existence 
of spare capacity in the market for ETICS in Spain.143 
(166)  With regard to the impact of the Transaction, the majority of the respondents 
(customers and competitors) to the market investigation that expressed a view 
indicated  that post -Transaction they would expect no changes with regard to 
prices and an increase in quality and product choice.144  
(167)  In conclusion, in light of the evidence available to it, the Commission considers 
that the Transaction does not raise serious doubts as to its compatibility with the 
internal market with regard to the market for ETICS in Spain.  
5. CONCLUSION  
(168)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with 
the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation  and Article 57 of the EEA Agreement  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
 
 
                                                 
141  Questionnaire to Competitors and Customers (Spain) – Q3, question  12. 
142  Form CO, paragraph 240.  
143  Questionnaire to Competitors and Customers (Spain) – Q3, question 13.  
144  Questionnaire to Competitors and Customers (Spain) – Q3, question.15.