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, 21.12.2017  
C(2017 ) 9124 final  
  
 
 
 
       To the Notifying Parties  
 
 
Subject : Case M .8689 - Rubis  / Phillips 66 / Zeller & Cie  
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 17 November 2017 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which  
the undertakings Rubis Terminal SA ("Rubis Terminal", France), belonging to 
the Rubis Group, and Phillips 66 Central Europe I nc. ("Phillips 66", USA), 
belonging to the Phillips 66 Group acquire within the meaning of Article 3(1)(b) 
and 3(4) of the Merger Regulation  joint control of the whole of Zeller et 
Compagnie ("Zeller", France)  by way of purchase of shares3. Rubis Terminal 
and Phillips 66 are  referred to as the "Notifying Party" and together with Zeller 
as the "Parties" . 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on 
the Function ing 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  401, 25.11.2017, p. 22. In the published version of this decision, some 
information has been omitted pursuant to Article 
17(2) of Council Regulation (EC) No 139/2004  
concerning non -disclosure of business secrets and 
other confidential information. The omissions are 
shown thus […]. Where possible the information 
omitted has been replaced by ranges of figures or a 
general description.  PUBLIC VERSION  
 
2 1. THE PARTIES  
(2) Rubis Terminal is a subsidiary of  the Rubis Group and is active in the storage of 
petroleum products, chemicals, agro -products and fertilisers i n Europe.  Rubis 
Terminal is also active in the market for wholesale of petroleum products in 
France.  Rubis Group is specialised in distributing petroleum products (fuel, 
LPG, etc.) and storing liquid products (petroleum products, chemicals, agro -
products, fertilisers) in Europe, Africa and the Caribbean.  
(3) Phillips 66 is part of the Phillips 66 Group, a diversified energy manufacturing 
and logistics company with a portfolio of integrated businesses: midstream, 
chemicals, refining and marketing and specialties . Phillips 66 processes, 
transports, stores and markets fuels and products globally.  
(4) Zeller is active in the  sales of fuels, bitumen and oil and other petroleum 
products in Alsace and the Grand Est region in France.  Zeller sells to companies 
active in diff erent economic sectors and  is currently jointly owned and 
controlled by Phillips 66 and Shell Deutschland Oil GmbH ("Shell").  
2. THE OPERATION  
(5) The operation consists of the acquisition by Rubis  Terminal of the shares and 
rights that Shell currently holds in Zeller (the "Transaction").  
2.1. Joint control  
(6) Following  the Transaction, Phillips 66 and Rubis Terminal will each hold 50% 
of the shares in Zeller. Pursuant to Zeller's bylaws, Zeller is managed  by its 
managing director, which is appointed by the shareholders under a simple 
majority vote. Other strategic decisions , in particular  in relation to the budget 
and business plan, need to be approved by all the shareholders or the 
supervisory board. The supervisory board currently consists of two members 
representing Phillips 66, and two members representing Shell. It thus follows 
that Shell and Phillips 66 currently jointly control Zeller, which post -
Transaction will be jointly controlled by Rubis Termin al and Phillips 66.  
2.2. Full functionality  
(7) Zeller has a management dedicated to its day -to-day operations, it employs staff 
and owns or rents the assets necessary to its activities, it has significant purchase 
and supply agreements with parties other than its  parent companies and it has 
existed since 1970 and will continue to exist on a lasting basis. Zeller is 
therefore a full function joint venture.  
3. THE CONCENTRATION  
(8) The Transaction represents an acquisition of joint control within the meaning of 
Article 3(1 )(b) and 3(4) of the Merger Regulation by Rubis Terminal and 
Phillips 66 over Zeller.  
 
3 4. EU DIMENSION  
(9) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million4 [Rubis Group: EUR 3 004 million, Phillips 66 
Group: EUR 76 140 million, Zeller: EUR 112.3 million] . Two of them ha ve an 
EU-wide turnover in excess of EUR 250 million  [Rubis Group: […], Phillips 66 
Group: […]], but they do not achieve more than two -thirds of their aggregate 
EU-wide turnover within one and th e same Member State. The notified 
operation therefore has an EU dimension  within the meaning of Article 1(2) of 
the Merger Regulation . 
5. RELEVANT MARKETS  
(10) Zeller is active in the markets for non -network sales of (i) diesel, (ii) gasoline, 
(iii) gas oil, (iv)  fuel oil, (v) domestic heating oil, (vi) bitumen and (vii) jet fuel 
in Alsace and Grand Est region, in France, and Rubis Terminal has a small 
activity in the west part of the Grand Est region.  
5.1. Non-retail sales of refined oil products  
5.1.1.  Product market defin ition 
(11) The Commission has previously consistently distinguished the retail and non -
retail sale of refined oil products, the latter encompassing the supply to 
independent resellers or retailers not integrated upstream, as well as to large 
industrial and comm ercial consumers by secondary means of transport. In 
previous decisions, the Commission concluded that the non -retail sale of each of 
the products - gasoline, diesel, domestic heating oil (either gas oil/light fuel oil 
or kerosene), heavy fuel oil and LPG - constitutes a distinct product market.5 
(12) The Notifying Party does not contest the Commission's decisional practice 
which is retained for the present case.  
5.1.2.  Geographic market definition  
(13) The Notifying Party  submit s that the geographic market was in previous 
Commission decision considered regional (sub -national), national or local in 
scope and that the geographic market definition can be left open for the purposes 
of this Transaction.  
(14) The Commission has previously co nsidered the market for non -retail sale of 
refined oil products to be national, regional or even local in scope6. The exact 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation .  
5  See cases COMP/M.3291 Preem / Skandinaviska Raffinader (2003); CO MP/M.3375 Statoil / SDS 
(2004); COMP/M.3543 PKN Orlen / Unipetrol (2005); COMP/M.4208 Petroplus / European 
Petroleum Holdings (2006); COMP/M.4545 Statoil / Hydro (2007); COMP/M.5005 Galp Energia / 
Exxonmobil Iberia (2008); COMP/M.5169 Galp Enrgia Espana / Agip Espana (2008).  
6  The possibility of a national market existing was however left open: COMP/M.1628 TotalFina / Elf 
(2000); COMP/M.6935 Argos / Sopetral (2013).  
 
4 definition of the geographic market can however be left open as the Transaction 
does not create competition concerns under any plaus ible delineation.  
5.2. Non-retail sales of bitumen  
5.2.1.  Product market definition  
(15) The Commission has previously considered  the sale of bitumen as distinct from 
the non -retail sale of fuels as it has a distinct set of uses and a small number of 
customers which differentiates it from other non -retail sale fuel products7. 
(16) The Notifying Party does not contest the Commission's dec isional practice  
which is retained for the present case.  
5.2.2.  Geographic market definition  
(17) The Notifying Party submit s that the geographic market was in a previous  
Commission  decision considered national or narrower but submit s that the 
geographic market defin ition can be left open as no serious doubts arise 
irrespective of this definition.  
(18) The Commission has often considered the geographic market for bitumen to be 
national in scope8, but the high cost of transportation points to the existence of a 
market that is regional in scope . The Commission left open whether the 
geographic scope is national or narrower 9 and also for the purposes of this 
proposed Transaction the precise geographic definition is left open . 
5.3. Non-retail sales f or jet fuel supply  
5.3.1.  Product market  definition  
(19) The Notifying Party does not contest the Commission's decisional practice and 
submit s that the precise product market definition can be left open as no 
competition problems arise on any of the alternative markets.  
(20) In previous Commission decisio ns10, the Commission considered jet fuel  a 
separate product market, distinct from other refined oil products.  At the upper 
level of the supply chain, aviation fuel is sold ex -refinery to wholesalers, oil 
companies and airlines and at the lower level of the supply chain, aviation fuel is 
supplied from an airport into planes ('into -plane sales').  The Commission has 
noted that from a demand side perspective aviation fuel could be further 
segmented into two different types of aviation fuel, jet fuel and avgas, 
                                                 
7  See Cases COMP/M.727 BP/MOBIL  (1996) . 
8  See Cases COMP/M.727 BP/MOBIL  (1996) , COMP/M.3543 PKN Orlen/Unipetrol (2005).  
9  See Cases COMP /M.1464 Total/Petrofina  (1999), COMP/M.3516 Repsol YPF/Shell Portugal  (2004).  
10  See COMP/M.3110  OMV / BP (Southern Germany package)  (2003) ; COMP/M.5005  Galp Energia / 
Exxonmobil Iberia  (2008).  
 
5 depending on what it is intended to be used for11, but t he Commission left the 
question open whether such segmentation  constituted separate markets .  
(21) For the purposes of the proposed Transaction the exact product market 
definition can be left open, since on any p lausible  market the concentration does 
not raise competition concerns . 
5.3.2.  Geographic market definition  
(22) The Notifying Party submit s that the geographic market was in previous 
Commission's decision s considered EU/Western Europe or in some cases 
narrower in scope but submit s that the geographic market definition can be left 
open as the market is not affected by the proposed Transaction.   
(23) The Commission has previously defined geographic markets for into -plane 
service on a local scope, i.e. on the basis of i ndividual airports .12  
(24) For the purposes of the proposed Transaction the exact geographic market 
definition can be left open, since on any plausible geographic market the 
concentration does not raise competition concerns . 
5.4. Storage of petroleum products  
5.4.1.  Produc t market definition  
(25) The Notifying Party does not contest the Commmission's decisional practice 
defining a separate product market for the leasing of storage capacity for 
petroleum products to third parties and submit that  it is unnecessary to further 
subdivide the market according to the function or type of tank concerned  since 
(i) all the operators in the market have storage capacities for several refined 
products or product categories, (ii) from a technical point of view, the same type 
of tanks are used for the storage of the different refined products and (iii) most 
of the clients need to store different products at the same tim e. 
(26) The storage of petroleum products available to third parties has been previously 
defined by the C ommission as a distinct product market,13 separate from 
relevant product markets for the storage of crude oil, vegetable oils, chemicals 
and gas, due to technical and commercial considerations14.  
(27) The Notifying Party submitted that for storage purposes switc hing from storing 
jet fuel and gasoline to other non -heated refined products is easy. Switching 
                                                 
11  See Case COMP/M.7387 BP / Statoil Fuel and Retail Aviation .   
12  See Case s COMP/M.1383 Exxon  / Mobil  (1999) and COMP /M.3110 OMV/BP (Southern Germany  
Package) (2003); COMP/M.5005  Galp Energia / Exxonmobil Iberia (2008).  
13  See cases COMP/M.6935 Argos / Sopetral (2014); COMP/M.6261 North Sea Group / Argos Groep / 
JV (2011); COMP/M.4532 Lukoil / ConocoPhillips (2007), COMP/M.1621 Pakhoed / Van Ommeren 
(1999).  
14  See cases COMP/M.6935 Argos / Sopetral (2014); COMP/M.6525 SESA / DISA / SAE / JV (2012);;  
COMP /M.4532 Lukoil / ConocoPhillips (2007); COMP/M.1621 Pakhoed/Van Ommeren (1999); 
COMP/M.1464 Total / Petrofina (II) (1999).    
 
6 from gasoline to diesel can be achieved within a week15, but switching from 
destillates (diesel, gasoil, domestic heating oil) to gasoline is more complex 
depend ing on the authorisations. If the new product is heated then a switch 
possibility depends on the existing equipment and may require very significant 
investments.  
(28) This suggests distinct markets could exist depending on the storage equipment 
(tank) needs. Therefore, the  Commission considers also a further sub -
segmentat ion of the storage of petroleum products by type of product but the 
precise product market definition can be left open since the Transaction would 
not lead to competition concerns under any of the plausible product market 
definitions . 
5.4.2.  Geographic market definition  
(29) The Notifying Party considers that the geographical delineation of the market 
for storage of refined products should be based on a radius of 150 km around 
each depot and not limited by administrative or national borders . 
(30) In previous decisions the Commission found that the geographic scope of the 
market of storage of petroleum products depends on the size of the Member 
State at hand and is accordingly national, regional or limited to a ra dius that in 
average does not exceed 150 kilometres around the relevant storage depot.16  
(31) The Commission considers that the question of the exact geographic market 
definition can be left open, as the Transaction does not lead to serious doubts as 
to its com patibility with the internal market even on the basis of the narrowest – 
local – market definition.  
6. COMPETITIVE ASSESSMEN T 
(32) The Transaction only leads to vertically affected markets  as regards  the 
(upstream) markets for storage of petroleum products available to third parties in 
(i) the SES/Wagram area and (ii) the Village Neuf area, on which Rubis 
Terminal is active, and the (downstream) market for the non -retail sales of 
heavy fuel oil in the Alsace region, on which Zeller is active.  The Transaction  
leads to further vertical relationships if the storage market were to be further 
sub-segmented by type of product.  
  
                                                 
15  Responses submitted on 24 and 27.11.2017.  
16  See cases COMP/M.6261 North Sea Group / Argos Groep (2011); COMP/M.6525 SESA / DISA  / 
SAE / JV (2012); COMP/M.1621 TotalFina / Elf (2000).  


 
9  
Storage capacity used by Zeller  Volume (m3) Share in storage used by Zeller  
SES […] m3  
[50-100]% Village Neuf  […] m3 
Wagram Terminal  […] m3 
SFDM  (Saint Baussant)  […] m3 [0-50]% 
 Source: Form CO 
(39) Thus, Zeller only uses limited storage capacity from other suppliers than Rubis 
Terminal  pre-Transaction.  
6.2.2.  Non-horizontal effects: Storage of petroleum products available to 
third parties – non-retail sales of refined fuel products  
(40) If the upstream market  for the storage of petroleum products is further divided 
according to the type of product (s) stored, Rubis Terminal's market shares on 
the some of the narrower markets may be higher than 30%, which could lead to 
other markets being vertically affected. The Notifying Party submits that its 
competitors also have storage capacities for several refined products (see 
paragraphs  (25) and (35)). 
(41) The Notifying Party submits that it is unable to provide market share estimates 
under a narrower definition according to the type of petroleum product stored . 
However in the last 3 years Rubis Terminal did not store heavy fuel oil, 
bitumen, or avgas / jet fuel in the SES/Wagram area , respectively the Village -
Neuf area . In addition, Zeller does not require storage for heavy fuel oil such 
products.  
(42) The merged entity would not have the ability to engage in an input foreclosure 
strategy as, with exception of the market for heavy fuel oil, Zeller has a small 
market share on all the markets for non -retail sales of refined fuel products 
(below 6%) . It wil l therefore not be profitable for the merged entity to  enter into 
an input foreclosure strategy.   
(43) The Commission  also carried out a market investigation  and none of the 
respondents , customers of Rubis Terminal and competitors of Zeller,  raised 
concerns wit h regard to the proposed Transaction.  The investigation also 
confirmed that other storage providers offer possibilities for different refined 
petroleum products.  
(44)  Zeller already source s [50-100]% of its storage needs  from Rubis Terminal  and 
is not an impor tant customer given that it uses […]% of Rubis Terminal's  
storage capacity in the SES/Wagram area and […]% of  Rubis Terminal's 
storage capacity in the Village Neuf area  (where Rubis Terminal's overall 
market share is [0-5]%). Thus, the merged entity would  not have the ability to 
engage in a cu stomer foreclosure strategy.  
6.3. Conclusion on non -horizontal effects  
(45) Based on the above, the Commission considers that the concentration does not 
raise serious doubts as to its compatibility with the internal market with  regard 
to non -horizontal effects  under any plausible product and geographic market 
definition . 
 
10  
7. CONCLUSION  
(46) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal marke t 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