Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERG ER REGISTRY, 1049 Brussel,  BELGIË 
 
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu . 
 EUROPEAN COMMISSION 
 
 
 
  
Brussels, 27.3.2017 
C(2017) 2135 final 
  
 
 
To the notifying party:  
Subject: Case M.8273 - Standard / Braas Monier 
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 2017, the European Comm ission received notification of a 
proposed concentration pursu ant to Article 4 of the Merger Regulation by which 
Standard Industries Inc. ('Standard', US),  controlled by G Holdings Inc., intends 
to acquire sole control over the Braas Monier Building Group S.A. ('Braas Monier', Luxembourg) by way of a public bid.
3 Standard and Braas Monier are 
collectively referred to as the ‘Parties’. 
1. THE PARTIES AND THE OPERATION  
(2) Standard is a US based privately held  company, active in the manufacture and 
distribution of commercial and residential roofing pr oducts and certain other 
construction products. Standard has 68 manufacturing sites worldwide. In 
Europe it is mostly activ e through its subsidiary, Icopal Holding A/S ('Icopal'), 
which is primarily focussed on the manufactur e and sale of flat roofing products.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (t he '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 65,  1.3.2017 , p. 5. PUBLIC VERSION 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omitted has been replaced by ranges of figures or a 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 (3) Braas Monier is a Luxembourg based pub licly traded company, a manufacturer 
and supplier of pitched roof products , supplying roof tiles and roofing 
components in 29 countries worldwide, mainly in Europe, Asia and South Africa. Braas Monier also manufactures  chimneys and energy systems.  
(4) On 15 September 2016, Standard publicly  expressed its intention to launch a 
public tender offer for shares in Braas Monier. As of 11 January 2017, 
Standard's tender offer has been accepted for approximately 70% of the issued share capital and the related controlling voting rights in Braa s Monier. Standard 
will thus acquire sole control of Braas Monier. 
(5) Therefore, the operation constitutes a c oncentration pursuant to Art 3(1)(b) of 
the Merger Regulation.  
2. U
NION DIMENSION  
(6) The undertakings concerned have a combined aggregate world-wide turnover of 
more than EUR 2 500 million4 (Standard: EUR […] million, Braas Monier: 
EUR 1 256 million). The aggregate Union- wide turnover of each of the Parties 
is above EUR 100 million (Standar d: EUR […] million, Braas Monier: 
EUR […] million).  In five Members St ates ([…]) their combined aggregate 
turnover is more than EUR 100 million. In  each of those five Member States, 
the aggregate turnover of each of the Parties is more than EUR 25 million. 
Neither of the Parties achieves more than  two-thirds of its aggregate Union-wide 
turnover within one Member State. 
(7) The notified operation therefore has a Uni on dimension pursuant to Article 1(3) 
of the Merger Regulation. 
3. COMPETITIVE ASSESSMENT  
3.1. General 
(8) The Parties' activities overlap and give rise to affected markets in (i) small-
format pitched roof coverings, (ii) pi tched roof underlays, (iii) chimneys, 
(iv) certain pitched roof accesso ries and (v) wind barriers.  
(9) The proposed transaction would not give rise  to any vertically affected markets. 
3.2. Product market definitions 
3.2.1.  Small format pitched roof coverings 
(10) The Parties both produce small-format p itched roof coverings. Such coverings 
come in different forms and materials, such  as concrete tiles, clay tiles, bitumen 
shingles and metal tiles. Braas Monier  only produces concrete and clay tiles 
while Standard (Icopal) is only active in  bitumen shingles and metal tiles.  
                                                 
4  Turnover calculated in accordan ce with Article 5 of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1).  
3 (11) The Notifying Party submits that small-format pitched roof coverings should be 
considered separate from other types of pitched roof c overings, including 
profiled steel construction sheets. According to th e Notifying Party, profiled 
steel construction sheets do not generall y compete with small-format pitched 
roof coverings that the Parties produce. 
(12) The Notifying Party further submits that pitched roof coverings of different 
materials should be considered separate pr oduct markets, as their characteristics 
and application conditions are different: fo r instance clay and concrete tiles are 
heavier and require different roof struct ures than lighter bitumen shingles and 
metal tiles. 
(13) Based on the Notifying Party’s suggested se gmentation, that is separate markets 
for small-format pitched roof coverings by type of material, there would be no 
overlap between the Parties in the EEA. In contrast, affected markets arise if the 
different types of small-format pitched roof coverings supplied by the Parties are 
considered to belong to the same relevant product market. 
(14) The Commission has not in previous cases  considered all possible small-format 
pitched roof coverings. However, it has pr eviously held that concrete and clay 
roof tiles each constituted a distin ct product market: In the early Steetley/Tarmac 
case, the parties argued that  the relevant market was for all roofing tiles;  
however, the Commission found the relevant product market to be clay tiles and 
rejected a combined market for clay and concrete tiles.5 In Lafarge/Blue 
Circle (II) and CRH/Semapa/Secil JV , the Commission concluded that concrete 
roof tiles constituted a separate product market.6 
(15) The results of the market investigati on purport that while some demand-side 
substitutability may exist, there are so me limitations in the interchangeability 
between different small-format pitched roof coverings. For instance, customers 
indicated that replacing bitu men shingles or metal tile s with concrete or clay 
tiles is not always possible due to the h eavier weight of the latter products. If 
faced with a small but significant price in crease of a particular type of small-
format pitched roof coverings, the major ity of customers would also not switch 
or would only switch very small amounts of their sourcing of that type of small-
format pitched roof covering to other types.7 
(16) From the supply side, competitors responding to the market investigation saw no 
substitutability between the production of small format pitched roof coverings of 
different materials, and they also explai ned that different small-format pitched 
roof coverings each require differe nt production methods and machinery.8 
                                                 
5  M.180 – Steetley/Tarmac , Art 9(3) decision, paragraphs 23–8. 
6  M.2317 – Lafarge/Blue Circle (II) , paragraph 13; M.3415 – CRH/ Semapa/Secil JV , 
paragraph 10. 
7  Replies to questions B.4 – B.8 of Q2 – Questionnaire to customers in Norway. See also 
confirmed non-confidential minutes of a ca ll with a customer on 2 December 2016, and 
confirmed non-confiden tial minutes of a call with a customer on 16 December 2016. 
8  Replies to questions B.2 – B.4 of Q1 – Roofing materials - Questionnaire to competitors in 
Norway.  
4 (17) Nonetheless, it is not necessary for the Commission conclude on the exact 
product market definition for small-form at pitched roof coverings as the 
proposed transaction does not give rise to  serious doubts as to its compatibility 
with the internal market under a ny alternative market definition. 
3.2.2.  Pitched roof underlays 
(18) A pitched roof underlay is  located between the exte rior roof covering (for 
instance roof tiles) and the roof decking of a pitched roof. It acts as a shield to protect the roof and building structure from  the weather. In particular, it is an 
additional water barrier and prevents exte rnal water vapour or precipitation from 
percolating onto the roofing deck and ot her structures. Underlays are commonly 
used under all types of pitched roof coverings. They are typically made of bitumen or plastic. 
(19) The Notifying Party submits that pitche d roof underlays constitute a distinct 
market, separate from for instance flat  roof membranes. The Notifying Party 
further submits that the market for pitc hed roof underlays should not be further 
segmented according to the type of ma terial into bitumen or plastic. 
(20) In particular, the Notifying Party submits that bitumen and plastic pitched roof 
underlays are interchangeable from a de mand side perspective and should be 
considered to belong to the same relevant product market. According to the Notifying Party, underlays can have the same performance regardless of whether made from bitumen or plastic. The Notifying Party nonetheless acknowledges 
that there is no supply-side  substitutability between bitumen and plastic pitched 
roof underlays. 
(21) The results of the market investigati on do not fully support the Notifying Party’s 
submissions. In particular, the results purport that, contrary to the Notifying 
Party’s submissions, (i) demand-side substitutability between plastic and 
bitumen pitched roof underlays could be lim ited and that (ii) bitumen flat roof 
membranes and bitumen pitched roof underlays may have at least supply-side substitutability. 
(22) With regard to the demand-side substitu tability between plastic and bitumen 
pitched roof underlays, a number of cust omers and competitors indicated that 
there is technical interchangeability be tween the products, though the view was  
not shared by all.
9 However, a clear majority of customers indicated that they 
would not switch or would only make a small switch if faced with a small but significant relative price in crease of one of the products. The reasons cited for 
not switching included, for instance, the requirements of their own customers 
and quality differences between the products.
10 
                                                 
9  See, for instance replies to question B.14 of Q2  – Questionnaire to customers in Norway; replies 
to question B.6 of Q4 – Questionnaire to EEA und erlay customers; replies to questions B.14 and 
B.15 of Q1 – Questionnaire to competitors in No rway; and replies to questions B.11 and B.12 of 
Q3 – Questionnaire to EEA underlay competitors. See also confirmed non-confidential minutes 
of a call with a customer on 1 December 2016 and confirmed non-confidential minutes of a call 
with a customer on 2 December 2016. 
10  Replies to questions B.15 and B.16 of Q2 – Questionnaire to customers in Norway, and replies 
to questions B.8 and B.9 of Q4 – Questionnaire to EEA underlay customers. 
5 (23) The results of the market investigati on support the Notifying Party’s submission 
that there is no supply-side  substitutability between plastic and bitumen pitched 
roof underlays.11 
(24) With regard to the distin ction between pitched roof  underlays and flat roof 
membranes, the results of the market in vestigation indicate  that demand-side 
substitutability is limited. The majority  of customers and competitors replied 
that the products are not interchangeable except in some limited occasions.12 
The majority of customers would also not not switch their purchases or would 
only switch small amounts if  faced with a small but significant relevant price 
increase of one of the products.13 On the other hand, there might be some supply 
side substitutability in bituminous produc ts. In particular, some competitors 
indicated that bitumen pitc hed rood underlays and bitu men flat roof membranes 
could be produced on the same production lines.14  
(25) It is not necessary for the Commission to conlude on the exact product market 
definition for pitched roof underlays as the proposed transaction does not give 
rise to serious doubts as to its compatibility with the internal market under any 
alternative market definition. 
3.2.3.  Chimneys 
(26) The Parties supply chimneys made of st eel and concrete/ceramic. The Notifying 
Party submits that those constitu te distinct product markets. 
(27) The Notifying Party explains that st eel chimneys and concrete/ceramic 
chimneys are not substitutable with each other. According to the Notifying Party, they are not only made of di fferent materials but  have different 
characteristics: Concrete/ceramic ch imneys are heavy, must be built on a 
foundation and must usually be either fabr icated on-site or at least installed 
using a crane which increases costs.  On the other hand, concrete/ceramic 
chimneys can have more than one stove connected to them and they are more 
durable than steel chimneys. They are typically only used in new builds. In contrast, steel chimneys tend to be sm aller and lighter, they do not require a 
foundation to hold their weight and can be flexibly installed. They can be used 
in existing buildings that do not previously have a ch imney installed. On the 
other hand, they typically can  only accommodate one stove. 
(28) The results of the market investigation we re largely inconclusive as regards the 
substitutability between steel a nd concrete/ceramic chimneys.  
                                                 
11  Replies to questions B.17 – B.19 of Q1 – Ques tionnaire to competitors in Norway and replies to 
questions 13 – 15 of Q3 – Questionnaire to EEA underlay competitors. 
12  Replies to questions B.9 and B.10 of Q1 – Questionnaire to competitors in Norway, replies to 
questions 6 and 7 of Q3 – Questionnaire to EEA underlay competitors, replies to question 10 of Q2 – Questionnaire to customers in Norway, replies to question B.2 of Q4 – Questionnaire to 
EEA underlay customers. 
13  Replies to questions B.11 and B.12 of Q2 – Questionnaire to customers in Norway, and replies 
to questions B.3 and B.4 of Q4 – Questionnaire to EEA underlay customers.   
14  Replies to questions B.11 – B.13 of Q1 – Questionnaire to competitors in Norway, and replies to 
questions 8 – 10 of Q3 – Questionnaire to EEA underlay competitors. 
6 (29) Nonetheless, it is not necessary for th e Commission to conclude on the exact 
product market definition for chimneys as the proposed transaction does not 
give rise to serious doubts as to its co mpatibility with the internal market under 
any alternative market definition. 
3.2.4.  Certain pitched roof accessories 
(30) Both of the Parties supply a variety of pitched roof accessories, including 
rainwater systems, snow and safety equi pment, valleys as well as ridges and 
hips.  
(31) According to the Notifying Party, aff ected markets arise with respect to 
(i) valleys and (ii) ridges and hips if those products are to be considered as 
distinct markets and separate from  other types of roofing products. 
(32) The results of the market investigation we re largely inconclusive as to whether 
those products constitute  distinct markets.  
(33) It is not necessary for the Commission to conclude on the exact product market 
definition for valleys or ridges and hips  as the proposed transaction does not 
give rise to serious doubts as to its co mpatibility with the internal market under 
any alternative market definition. 
3.2.5.  Wind barriers 
(34) The Parties' activities overlap in the ma nufacture and sale of wind barriers. The 
Parties only sell plastic foil / membrane style wind barriers and are not active in 
other types of wind barriers such as those based on wood pa rticle boards.  
(35) The Notifying Party submits that all type s of wind barriers belong to the same 
relevant product market. 
(36) Results of the market investigation s upport the Notifying Party’s submission in 
that customers considered plastic foil / membrane style wind barriers to have substitutability with other types of wind barriers.
15 On the other hand, no 
supplier indicated that there would be any supply-side substitutability.16 
(37) Nonetheless, it is not necessary for th e Commission to conclude on the exact 
product market definition for wind barrier s as the proposed transaction does not 
give rise to serious doubts as to its co mpatibility with the internal market under 
any alternative market definition. 
3.3. Geographic market definitions 
3.3.1.  Pitched roof coverings 
(38) The Notifying Party submits that the relevant markets for small-format pitched 
roof coverings are at least national, and potentially EEA-wide. The Notifying Party nonetheless acknowledges that it sets the prices for pitched roof coverings 
nationally and not on a pan-European level. 
                                                 
15  Replies to question B.27 of Q2 – Questionnaire to customers in Norway. 
16  Replies to question B.30 of Q1 – Questionnaire to competitors in Norway. 
7 (39) In previous decisions, the Commission ha s considered the market for pitched 
roofing tiles to be national in scope, in particular because of transport cost and 
national distribution patterns.17  
(40) The proposed transaction would only give rise to affected  markets if the relevant 
markets are considered to be national. 
(41) The results of the market investigation support the fi nding of national markets. 
For instance, the majority of customers replying indicated that  they agree on the 
prices at a national level. Some cust omers also indicated that brands and 
customer preferences differ between countries.18 
(42) Nonetheless, it is not necessary for th e Commission to conclude on the exact 
geographic market definition as the propos ed transaction does not give rise to 
serious doubts as to its compatibility  with the internal market under any 
alternative market definition. 
3.3.2.  Pitched roof underlays 
(43) The Notifying Party submits that the market  for pitched roof unde rlays is at least 
EEA-wide. The Notifying Party notes  that the products are largely 
undifferentiated and that the Parties s upply them to numerous EEA countries 
from a limited set of production sites. The Notifying Party nonetheless acknowledges that it sets the prices for pitched roof unde rlays on a national 
basis because product specifications and national market preferences differ. 
(44) The Commission observes that the Partie s’ market shares differ significantly 
between different EEA countries, although affected markets are in general found in Northern Europe. 
(45) The results of the market investigation support the fi nding of national markets. 
For instance, the majority of both customers and competitors replying indicated that they agree on the pr ices at a national level.
19 A number of both customers 
and competitors also indicated that factors such as national brands, national 
customer preferences and national technica l standards are obstacles or at least 
challenges for expanding activities between Member States.20 
(46) Nonetheless, it is not necessary for th e Commission to conclude on the exact 
geographic market definition as the propos ed transaction does not give rise to 
serious doubts as to its compatibility  with the internal market under any 
alternative market definition. 
                                                 
17  M.180 – Steetley / Tarmac,  paragraphs 29–30; M.2317 – Lafarge/Blue Circle (II) , paragraph 13; 
M.3415 – CRH/Semapa/Secil JV , paragraph 16.   
18  See, for instance replies to questions C.1 and C.3 of Q2 – Questionnaire to customers in 
Norway.  
19  See, for instance replies to question C.1  of Q1 – Questionnaire to competitors in Norway; 
replies to question 18 of Q3 – Questionnaire to EEA underlay competitors; replies to question C.1 of Q2 – Questionnaire to customers in  Norway; and replies to question C.1 of  of 
Q4 – Questionnaire to EE A underlay customers. 
20  See, for instance replies to questions 20 and 21 of Q3 – Questionnaire to EEA underlay 
competitors; replies to question C.3 of Q2 – Questionnaire to customers in Norway; and replies 
to question C.3 of Q4 – Questionnaire to EEA underlay customers. 
8 3.3.3.  Chimneys  
(47) The Notifying Party submits that the releva nt market for chimneys would be at 
least EEA-wide. 
(48) The proposed transaction would only give ri se to affected markets if the markets 
are considered to be national. 
(49) The results of the market investigation support the fi nding of national markets. 
For instance, the majority of customers replying indicated that  they agree on the 
prices at a national level.21 Some market participants also referred to different 
national brands and differe nt customer preferences.22 
(50) Nonetheless, it is not necessary for th e Commission to conclude on the exact 
geographic market definition as the propos ed transaction does not give rise to 
serious doubts as to its compatibility  with the internal market under any 
alternative market definition. 
3.3.4.  Certain pitched roof accessories 
(51) The Notifying Party submits that the rele vant market is at least EEA-wide. 
(52) The proposed transaction would only give ri se to affected markets if the markets 
are considered to be national.   
(53) Nonetheless, it is not necessary for th e Commission to conclude on the exact 
geographic market definition as the propos ed transaction does not give rise to 
serious doubts as to its compatibility  with the internal market under any 
alternative market definition. 
3.3.5.  Wind barriers 
(54) The Notifying Party submits that the rele vant market is at least EEA-wide. 
(55) The proposed transaction would only give ri se to affected markets if the markets 
are considered to be national.   
(56) Nonetheless, it is not necessary for th e Commission to conclude on the exact 
geographic market definition as the propos ed transaction does not give rise to 
serious doubts as to its compatibility  with the internal market under any 
alternative market definition. 
                                                 
21  Replies to question C.1 of Q2 – Questionnaire to customers in Norway; and replies to question 
C.1 of Q6 – Questionnaire to chimney customers Poland. 
22  Replies to question C.2 of Q5 – Questionnaire to chimney competitors Poland; and replies to 
question C.2 of Q6 – Questionnaire to chimney customers Poland. 
9 3.4. Horizontal effects 
3.4.1.  Affected markets 
(57) None of the products concerned by the propos ed transaction give rise to affected 
markets at the EEA-level. On a nationa l level, the following markets are 
affected: 
i. Small-format pitched roof covering s (all types combined): Bulgaria, 
Germany and Norway;  
ii. Pitched roof underlays (all types combined): Austria, the Czech 
Republic, Denmark, Finland, France, Italy, Norway, Sweden and the 
United Kingdom;  
iii. Pitched roof underlays (plastic only): Austria, Denmark, Estonia, France, 
Italy, Norway, Sweden and the United Kingdom;  
iv. Pitched roof underlays (bitume n only): Norway and Sweden; 
v. Chimneys: Norway and Poland; 
vi. Certain pitched roof accessori es and wind barriers: Norway 
3.4.2.  Small-format pitched roof coverings  
(58) Should different small-format pitched roof  coverings be considered to constitute 
distinct markets, there would be no overlap between the Parties’ activities. 
However, if different small-format pitc hed roof coverings are considered to 
belong to one and the same market, affect ed markets arise in Bulgaria, Germany 
and Norway. The Parties’ market shares  in the affected markets in those 
countries are included in Table 1. 
Table 1 - Small-format pitched roof coveri ngs (all types combined), affected markets 
 Coverings all, value
(EUR) Coverings all, volume 
(sqm) 
Standard Braas 
Monier Combined Standard Braas 
Monier Combined 
Bulgaria  [0-5]% [20-30]% [20-30]%
Germany [0-5]% [10-20]% [20-30]%   
Norway [10-20]% [10-20]% [30-40]% [10-20]% [10-20]% [20-30]%
Source: The Notifying Party 
 
(59) In Bulgaria the proposed transaction only gi ves rise to an affected market on the 
basis of volume market shares while in Germany an affected market only arises 
on the basis of value market shares. In both Bulgaria and Germany the market 
share increment brought by the proposed transaction remain s very limited, less 
than [0-5]%-point. It is thus unlikel y that the proposed transaction would 
significantly change the market structure or limit competition in those countries. 
(60) In Norway, the Parties achieve a higher market share based based on value, 
[30-40]%. The market share incremen t is also not insignificant at 
[10-20]%-points. Nonetheless, the merg ed entity would continue to be 
10 challenged by a number of not insignificant competitors including Skarpnes 
([10-20]%), Benders ([10-20]%), Isol a ([5-10]%) and Lindab ([5-10]%).23 
(61) In addition, as set out in paragraph ( 15), there appear to be limits to the 
interchangeability of different types of  small-format pitched roof coverings. 
Therefore, the fact that the Parties are offering different types of small-format 
pitched roof coverings likely means th at they are not particularly close 
competitors to each other even if all those different types of products were considered to belong to the same (diffe rentiated) relevant product market.  
(62) The market investigation, which was lim ited to Norway, has not revealed any 
substantiated competition concerns. In particular, customers and competitors replying did not consider that the propos ed transaction woul d have significant 
negative effects on competition in sm all-format pitched roof coverings.
24 
(63) Therefore, on balance and in light of  the evidence available to it, the 
Commission concludes that the proposed transaction does not  give rise to 
serious doubts as to its compatibility with  the internal market with regard to 
small-format pitched roof coverings. 
3.4.3.  Pitched roof underlays 
(64) The Parties’ market shares in the affect ed markets are included inTable 2, Table 
3 andTable 4.  
Table 2 - Pitched roof underlays (plastic + bitumen combined), affected markets 
 Underlays all, value
(EUR) Underlays all, volume 
(sqm) 
 Standard Braas 
Monier Combined Standard Braas 
Monier Combined 
Austria [20-30]% [5-10]% [20-30]% [10-20]% [5-10]% [20-30]%
Czech 
Republic    [0-5]% [20-30] % [20-30]% 
Denmark [20-30]% [5-10]% [30-40]% [20-30]% [5-10]% [30-40]%
Finland [10-20]% [5-10]% [20-30]% [10-20]% [10-20]% [20-30]%
France [10-20]% [10-20]% [20-30]% [10-20]% [10-20]% [20-30]%
Italy  [0-5]% [10-20]% [20-30]%
Norway [20-30]% [5-10]% [30-40]% [20-30]% [10-20]% [30-40]%
Sweden [20-30]% [0-5]% [30-40]% [20-30]% [0-5]% [30-40]%
UK [5-10]% [20-30]% [20-30]% [10-20]% [10-20]% [30-40]%
Source: The Notifying Party 
 
                                                 
23  All market shares are the No tifying Party’s best estimates. 
24  See, for instance replies to question E.2 of Q1 – Questionnaire to competitors in Norway; and 
replies to question E.2 of Q2 – Questionnaire to customers in Norway. 
11 Table 3 - Pitched roof underlays (plastic only), affected markets 
 Underlays all, value
(EUR) Underlays all, volume 
(sqm) 
 Standard Braas 
Monier Combined Standard Braas 
Monier Combined 
Austria [5-10]% [20-30]% [20-30]% [5-10]% [10-20]% [20-30]%
Denmark [20-30]% [10-20]% [30-40]% [20-30]% [10-20]% [30-40]%
Estonia [0-5]% [20-30]% [20-30]% [0-5]% [20-30]% [20-30]%
France [10-20]% [10-20]% [20-30]% [10-20]% [10-20]% [20-30]%
Italy [0-5]% [20-30]% [20-30]% [0-5]% [20-30]% [20-30]%
Norway [20-30]% [10-20]% [30-40]% [10-20]% [10-20]% [30-40]%
Sweden [10-20]% [10-20]% [20-30]%   
UK [5-10]% [20-30]% [30-40]% [10-20]% [20-30]% [30-40]%
Source: The Notifying Party 
 
Table 4 - Pitched roof underlays (b itumen only), affected markets25 
 Underlays all, value
(EUR) Underlays all, volume 
(sqm) 
 Standard Braas 
Monier Combined Standard Braas 
Monier Combined 
Norway [20-30]% [0-5]% [30-40]% [20-30]% [5-10]% [30-40]%
Sweden [30-40]% [0-5]% [30-40]% [30-40]% [0-5]% [30-40]%
Source: The Notifying Party 
 
(65) In all underlays combined, the merged enti ty’s market shares remain modest and 
in any case below 30% in all countries except in Denmark, Sweden, Norway and 
the United Kingdom. In the Czech Republic , Italy and Sweden, the market share 
increment brought by the proposed transaction also remains low and at most [5-10]%-points. 
(66) The merged entity would continue to be challenged by a number of not 
insignificant competitors in all countries where affected markets arise. This includes the countries where the merged entity would reach its highest market shares, namely in Denmark, Sweden, Norway and the United Kingdom:  
a. In Denmark, competitors include Isola ([10-20]% volume, [10-20]% 
value), Komproment ([5-10]% volum e, [5-10]% value) and Nordic 
Waterproofing ([0-5]% volume, [5-10]% value).  
b. In Sweden, competitors include Nordic Waterproofing ([20-30]% volume 
and value), T-Emballage ([10-20]% volume and value) and Isola ([10-20]% volume and value).  
c. In Norway, competitors include Isola ([30-40]% volume and value), 
Glava ([5-10]% volume and value) and Nordic Waterproofing ([5-10]% 
volume and value). 
d. In the United Kingdom, competitors include Dupont ([5-10]% volume and 
value), Glidevale ([5-10] % volume and value) as well as Wienerberger 
and Eternit (both [5-10]% volume and value).
26 
                                                 
25  The Notifying Party has confirmed that the Par ties’ market shares would not be materially 
different even if bitumen flat roof membranes were considered to be part of the same relevant 
product market. 
12 (67) In plastic underlays only, the merged enti ty’s market shares remain modest and 
in any case below 30% in all countrie s except in Denmark, Norway and the 
United Kingdom. In Estonia and Italy, th e market share increments brought by 
the proposed transaction also remain small and at most [0-5]%-points. 
(68) The merged entity would continue to be challenged by a number of not 
insignificant competitors in all countries where affected markets arise. This includes the countries where the merged entity would reach its highest market shares, namely Denmark, Norway and the United Kingdom: 
a. In Denmark, competitors include Isola ([10-20]% volume and value), 
Komproment ([5-10]% volume and value) and Nordic Waterproofing ([5-10]% volume and value).  
b. In Norway, competitors include Isola ([20-30]% volume and value), 
Glava ([5-10]% volume and value) and BMC ([5-10]% volume and value). 
c. In the United Kingdom, competitors include Dupont ([5-10]% volume and 
value), Glidevale ([5-10] % volume and value) as well as Wienerberger 
and Eternit (both [5-10]% volume and value).
27 
(69) In bitumen underlays only, affected ma rkets would only arise in Norway and 
Sweden. Market share increments in Sweden remain small at [0-5]%-points. In 
Norway, the value market share increm ent would only be [0-5]%-points while 
the value market share would be [5-10]%-points. 
(70) The merged entity would continue to be challenged by a number of not 
insignificant competitors in Norway and Sweden. In Norway competitors include Isola ([30-40]% volume, [30-40] % value) and Nordic Waterproofing 
([10-20]% volume, [5-10]% value). In Sw eden, the competitors include Nordic 
Waterproofing ([20-30]% volume and va lue), T-Emballage ([20-30]% volume 
and value) and Isola ([10-20]% volume, [10-20]% value).
28 
(71) The market investigation has not reveal ed any significant competition concerns 
related to the horizontal overlaps in pitched roof underlays. While some negative comments were expressed in par ticular with regard to markets in 
Austria, Denmark, France and Italy, negati ve comments were not in the majority 
in those countries.
29 In addition, even in the c ountries where some negative 
comments were expressed, market particip ants did not in ge neral consider the 
Parties as particularly close competitors to each other.30 Moreover, in Austria a 
                                                                                                                                                 
26  All marker shares are the No tifying Party’s best estimates. 
27  All marker shares are the No tifying Party’s best estimates. 
28  All marker shares are the No tifying Party’s best estimates. 
29  Replies to question E.2  of Q1 – Questionnaire to competitors in Norway; replies to question E.2 
of Q2 – Questionnaire to customers in Norway; replies to questions 32 and 33 of Q3 – 
Questionnaire to EEA underlay competitors; and replies to questions E.2 and E.3 of Q4 – 
Questionnaire to EEA underlay customers. 
30  Replies to questions 28 and 29 of Q3 – Questionnaire to EEA underlay competitors; and replies 
to questions D.4 and D.5 of Q4 – Questionnaire to EEA underlay customers. 
13 competitor and a customer even consider ed that the proposed transaction could 
result in price decreases.31 
(72) Therefore, on balance and in light of  the evidence available to it, the 
Commission concludes that the proposed transaction does not  give rise to 
serious doubts as to its compatibility with  the internal market with regard to 
pitched roof underlays, including its potential sub-segments of plastic and 
bitumen pitched roof underlays. 
3.4.4.  Chimneys 
(73) The proposed transaction would lead to  affected markets for chimneys in 
Norway and Poland. The Parties’ market shares in the affected markets are 
included in Table 5 and Table 6. 
Table 5 - Chimneys, affected markets in Poland 
 Chimneys (steel), value
(EUR) 
Standard Braas 
Monier Combined 
All 
chimneys [0-5]% [20-30]% [30-40]% 
Concrete
/ceramic 
chimneys [5-10]% [30-40]% [40-50]% 
Source: The Notifying Party  
Table 6 - Chimneys, affected markets in Norway 
 Chimneys all, value
(EUR) 
Standard Braas 
Monier Combined 
All 
chimneys [5-10]% [30-40]% [40-50]% 
Steel 
chimneys [5-10]% [30-40]% [40-50]% 
Concrete
/ceramic 
chimneys [10-20]% [20-30]% [30-40]% 
Source: The Notifying Party  
(74) In Poland, there is no overlap in steel ch imneys as neither of the Parties supply 
them in Poland. In concrete/ceramic chimneys, Braas Monier has a notable 
market position prior to the proposed tran saction which is also reflected in the 
market shares for that potential segm ent of the market. The market share 
increment brought by the proposed transa ction would nonetheless be small at 
[5-10]%-points.  
(75) The market for concrete/ceramic chimney s in Poland is relatively fragmented. 
However, the merged entity would continue  to be challenged by a number of not 
insignificant competitors whose market shar es are also higher than the market 
                                                 
31  Replies to questions 32 and 33 of Q3 – Questionnaire to EEA underlay competitors; and replies 
to questions E.2 and E.3 of Q4 – Questionnaire to EEA underlay customers 
14 share increment brought by the proposed transaction. These include, for 
instance, Leier ([5-10]%) as well as  Tona, Plewa and IBF (each [5-10]%).32 
(76) The market investigation has not reveal ed any significant competition concerns 
related to chimneys in Poland. In part icular, no customer expressed negative 
views about the transaction. One customer even saw the transaction as a positive 
development for themselves. While some competitors drew attention to the size of the merged entity, they did not refe r to clear negative effects such as 
increased prices.
33  
(77) In Norway, potential markets for both steel chimneys and concrete/ceramic 
chimneys would be affected as well as the potential overall market. Braas 
Monier has a notable market  position prior to the pr oposed transaction which is 
also reflected in the market shares. Th e Parties achieve their highest combined 
market share in steel chimneys but th e market share increment brought by the 
proposed transaction would remain  modest at [5-10]%-points. 
(78) The merged entity would continue to be challenged in Norway by a number of 
not insignificant competitors. In steel chimneys those include Nordpeis ([20-30]%), Peisselskabet [10-20]% and Jotul ([10-20]%) and in 
concrete/ceramic chimneys Weber ([ 40-50]%) and BMC ([10-20]%). In steel 
and concrete/ceramic chimneys together  the most important competitors are 
Weber ([20-30]%), Nordpeis ([10-20 ]%) and Peisselskabet ([5-10]%).
34  
(79) The market investigation has not reveal ed any significant competition concerns 
related to chimneys in Norway. While one  customer referred to potential price 
increases in steel chimneys, that vi ew was not shared by other market 
participants. One customer also explaine d that there is constant pressure in 
Norway even from suppliers lo cated outside of the country.35 
(80) Therefore, on balance and in light of  the evidence available to it, the 
Commission concludes that the proposed transaction does not  give rise to 
serious doubts as to its compatibility with  the internal market with regard to 
chimneys, including its potential sub-segm ents of steel and concrete/ceramic 
chimneys. 
3.4.5.  Certain pitched roof accessories  
(81) The proposed transaction would give rise to affected market s with regard to 
certain pitched roof accessories in Norwa y. The Parties’ market shares in the 
affected markets are included in Table 7. 
                                                 
32   All market shares are the No tifying Party’s best estimates. 
33  Replies to questions E.1 and E.2  of Q5 – Questionnaire to chimney competitors Poland; and 
replies to questions E.1 and E.2 of Q6 – Questionnaire to chimney customers Poland. 
34  All market shares are the No tifying Party’s best estimates. 
35  Replies question E.2 of Q3 – Questionnaire to EEA underlay competitors, and replies to 
question E.2 of Q4 – Questionnaire to EEA underlay customers. 
15 Table 7 - Pitched roof accessories, affected markets 
 Valleys, value
(EUR) Ridges and Hips, value 
 (EUR) 
Standard Braas 
Monier Combined Standard  Braas 
Monier  Combined 
Norway [20-30]% [0-5]% [20-30]% [5-10]% [20-30]% [20-30]%
Source: The Notifying Party 
 
(82) The Commission observes that the combin ed market shares in both of the 
affected markets remain modest and the market share increments remain small 
and at most at [5-10]%-points.  
(83) The market investigation has not reveal ed any significant competition concerns 
related to pitched roof acce ssories in Norway. None of  the market participants 
responding referred to any effects relate d to valleys or ridges and hips.36 
(84) Therefore, on balance and in light of  the evidence available to it, the 
Commission concludes that the proposed transaction does not  give rise to 
serious doubts as to its compatibility with  the internal market with regard to 
valleys or ridges and hips. 
3.4.6.  Wind barriers 
(85) The proposed transaction would give rise to  an affected market  with regard to 
wind barriers in Norway. The Parties’ mark et shares in the affected market are 
included in Table 8 . 
Table 8 - Wind barriers, affected markets 
 Wind Barriers, value
(EUR) Wind Barriers, volume 
(sqm) 
Standard Braas 
Monier Combined Standard Braas 
Monier Combined 
Norway [20-30]% [0-5]% [20-30]% [20-30]% [0-5]% [20-30]%
Source: The Notifying Party 
 
(86) The Commission observes that the ma rket share increment brought by the 
proposed transaction would be small, less than [0-5]%. It is thus unlikely that 
the proposed transaction would significantl y change the market structure or the 
Parties’ market positions. 
(87) The Notifying Party has explained that th e market shares only include plastic 
foil / membrane –style wind barriers. Should other types of wind barriers be 
considered to belong to the same rele vant market, that would decrease the 
Parties’ market shares as they do not  supply those types of wind barriers. 
(88) The results of the market investigation support the absence of competition 
concerns related to wind barriers. None  of the market participants responding 
referred to any effects re lated to wind barriers.37 
                                                 
36       Replies to question E.2 of Q1 – Questionnaire to competitors in Norway; and replies to question 
E.2 of Q2 – Questionnaire to customers in Norway.  
16 (89) Therefore, on balance and in light of  the evidence available to it, the 
Commission concludes that the proposed transaction does not  give rise to 
serious doubts as to its compatibility with  the internal market with regard to 
wind barriers. 
3.4.7.  Non-Horizontal effects 
(90) The Commission has further investigat ed whether the proposed transaction 
could give rise to portfolio effects, in  particular due to the combination of 
Standard’s flat roof o ffering and Braas Monier’s pitched roof offering. 
(91) The Commission recalls that conglomerate mergers do not in the majority of the 
cases lead to any competition problems ev en if they in certain specific cases 
may be harmful to competition.38  
(92) The most common competition problem rela ted to conglomerate mergers is that 
of foreclosure. The combination of pr oducts in related markets may confer on 
the merged entity the ability and incen tive to leverage a strong market position 
form one market to another by means of tying or bundling or other exclusionary 
practices.39 
(93) The Notifying Party has submitted that the proposed transaction would not give 
rise to portfolio effects. According to the Notifying Party, there are also other 
suppliers that have product portfolios sp anning both pitched r oof and flat roof 
products in countries where the proposed transaction gives rise to affected 
markets.  
(94) A limited number of competitors have noted that the merged entity would have a 
significant product portfolio.40 
(95) Nonetheless, the market investigation has not revealed that either of the Parties 
would have a definite ‘must have’ product or otherwise such a market position in any roofing products that would conf er it a clear ability to engage in 
significant exclusionary bund ling or tying. In all of the roofing markets 
considered in this decision, the Parties will continue to be challenged by a 
number of competitors.  
(96) Further, and with regard to pitched roof  underlays and flat roof membranes, the 
results of the market investigation suggest  that it is not unc ommon for the same 
suppliers to supply them both even  if some suppliers specialise.
41 
                                                                                                                                                 
37  Replies to question E.2 of Q1 – Questionnaire to competitors in Norway; and replies to question 
E.2 of Q2 – Questionnaire to customers in Norway. See also replies to question A.4 of Q1 – 
Questionnaire to competitors in Norway. 
38  See, for instance the Commission  Guidelines on the assessment of non-horizontal mergers under 
the Council Regulation on the control of concentration between undertakings, OJ C 265, 
18.10.2008, p. 6 (‘Non-Horizontal Guidelines’), paragraph 91. 
39  See, for instance Non- Horizontal Guidelines, paragraphs 93 and 94. 
40  See, for instance replies to question 35 of Q3 – Questionnaire to EEA underlay competitors. 
41  Replies to question B.9 of Q2 – Questionnaire to customers in Norway, and replies to 
question B.1 of Q4 – Questionnaire to EEA underlay customers.  
17 (97) Therefore, on balance and in light of  the evidence available to it, the 
Commission concludes that the proposed transaction does not  give rise to 
serious doubts as to its compatibility with  the internal market with regard to  
non-horizontal effects. 
4. CONCLUSION  
(98) For the above reasons, the European Co mmission 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