Commissi on 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 -REGIST RY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 12.01.2021  
C(2021)  253 final  
PUBLIC VERSION 
 
Kingspan Holding Netherlands B.V.  
Lingewei 8  
4004 LL Tiel  
The Netherlands  
Subject : Case M. 9934 – King span/TeraSteel -Wetterbest  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 2 and Article 57 of the Agreement on the European 
Economic Area3 
Dear Sir or Madam,  
(1) On 27 November 2020, the European Commission received notificat ion of a  
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Kingspan Holding Netherlands B.V. (‘Kingspan Netherlands ’ or the ‘Notifying 
Party’, the Netherlands) , a company ultimately controlled by Kingspan Group plc 
                                                 
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  For the purposes of this Decision, although the United Kingdom withdrew from the European Union as of 
1 February 2020, according to Articl e 92 of the Agreement on the withdrawal of the United Kingdom of 
Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community (OJ L 29, 31.1.2020, p. 7), the Commission continues to be competent to apply Union law as 
regards the United Kingdom for administrative procedures which were initiated before the end of the 
transition period.  
3  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omission s are 
shown thus […]. Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
2 (‘Kingspan’,  Ireland ) acquires within the meaning of Article 3(1)(b) of the Merger 
Regulation sole control of the whole of TeraSteel SA (Romania), TeraSteel d.o.o. 
Leskovac (Serbia), TeraSteel Slovakia s.r.o. (Slovakia) (jointly ‘TeraSteel’) and Wetterbest SA  (‘Wetter best’, Romania) from TeraPlast SA (the ‘Seller’) by way of 
purchase of shares (the ‘Transaction’) .
4 TeraSteel and Wetterbest are jointly referred 
to as the ‘Target’. Kingspan Netherlands and the Target are jointly referred to as the 
‘Parties’.  
1. THE PARTIES  
(2) Kingspan  is active worldwide in the manufacturing and distribution of a range of 
construction products, including insulated panels, insulation boards, light and air solutions, water and energy solutions, and data and flooring technology. In 2019, Kingspan had revenues of EUR 4.9 billion, 65% of which derived from insulated 
panels. Kingspan Group plc lists on the Dublin Stock Exchange and had a market capitalization of around EUR 12 billion in November 2020.  
(3) TeraSteel  is active regionally in the manufacturin g and distribution of construction 
products, including insulated panels, single skin construction sheets, purlins, and turnkey halls . 
(4) Wetterbest  is active regionally in the manufacture and supply of single skin 
construction sheets and drainage systems . 
(5) TeraSteel  and Wetterbest  are both under the sole control of TeraPlast SA , which 
lists on the Bucharest Stock Exchange and whose  shares are owned by Dorel 
Goia  (46.8 %) and other investors . 
2. T
HE OPERATION  
(6) The Transaction will be implemented pursuant to a Share Purchase Agreement entered into on 24 July 2020 according to which TeraPlast will sell all of its shares in the Target to Kingspan Netherlands, a subsidiary of Kingspan Group plc. Following the Transaction, Kingspan Netherlands will own close to
5 100% of t he shares in , and 
will thus have sole control of, TeraSteel Romania, TeraSteel Serbia, TeraSteel 
Slovakia and Wetterbest.  
(7) As a result, the Transaction consists of the acquisition of sole control by Kingspan Netherlands over the Target and qualifies as a co ncentration within the meaning of 
Article 3(1)(b) of the Merger Regulation  
3. EU
 DIMENSION  
(8) Based on the information provided by the Notifying Party, King span’s turnover 
in 2019 amounted to EUR 4.9 billion worldwide and EUR […]  in the Union. The 
Target’s turno ver in 2019 amounted to EUR […]  worldwide and EUR  […]  in the 
Union. As a result, the Transaction does not have a Union dimension within the 
                                                 
4  Publication in the Official Journal of the European Union No C 428, 11.12.2020 , p. 29. 
5   [Target’s corporate structure] . 
 
3 meaning of Article 1(2) of the Merger Regulation. Moreover , the Transaction also 
does not have a Union dimension wit hin the meaning of Article  1(3) of the Merger 
Regulation because the Target does not achieve more than EUR 25 million turnover 
in at least three Member States.  
(9) On 30 September 2020, by way of a reasoned submission under Article 4(5) of the Merger Regulatio n, the Parties requested that the Commission examine the 
Transaction  on the ground that it was  capable of being reviewed under the national 
competition laws of at least three Member States .
6 The Commission transmitted the 
submission to all Member States on  the same date. The Member States competent to 
examine the concentration did not express their disagreement to the request for 
referral within 15 working days.  
(10) As a result, the proposed Transaction has been referred to the Commission pursuant 
to Article 4( 5) of the Merger Regulation and is deemed to have a Union dimension.  
4. MARKET DEFINITION  
(11) The Parties’ activities overlap horizontally mainly in relation to foam sandwich panels and to a lesser extent in mineral fibre sandwich panels, single skin construction sheets, and purlins . The Transaction does not give rise to non- horizontal 
relationships. 
(12) However, as explained in Section 5.2, given the insignificant nature of the overlaps 
in miner al fibre sandwich panels, single skin construction sheets, and purlins , the 
Commission’s assessment of the Transaction focuses on foam sandwich panels.  
4.1. Product market definition  
4.1.1. Sandwich panels  
(13) Sandwich panels are used in the construction industry mostly as cladding or roofing 
for the external envelope of certain buildings . Sandwich panels are used, for 
example, in  industrial and commercial buildings. Sandwich panels have an insulating 
core sandwiched between two  steel facings, which is typically (i)  foam  
(polyurethane ( ‘PUR ’), polyisocyanurate ( ’PIR’) or polystyrene (‘ EPS’ ), also 
referred to as PS or Styrofoam) or (ii) mineral fibre (also know n as mineral wool, or 
rockwool).  
(14) The two steel sheets composing the sandwich panel make sandwich panels suitable for use on the building ’s facade, while the core provides insulation. Sandwich panels 
thus combine the properties of insulation materials with traditional cladding materials to offer exterior protection ( for example,  water drainage capacity, 
corrosion resist ance) and aesthetics (colour, shape) with enhanced insulation for the 
building. They are a structural element of the roof or the wall. Sandwich panels can also be used for specialt y applications, such as cold stores and clean rooms.  
                                                 
6  Austria, Hungary, and Romania.  
 
4 (15) Sandwich panels vary in particular according to:  
(a) End use: e.g. roofing, walls, cold store;  
(b) Thermal insulation properties: these  are in particular determined by the type 
of insulation core (foam core has much better thermal performance than 
mineral fibre) and the panel’s thickness;  
(c) Acoustic insulation properties: mineral fibre sandwich panels have superior 
acoustic insulation properties compared to foam sandwich panels;   
(d) Fire resistance: mineral fibre sandwich panels are non -combustible and are 
able to meet the highest fire sa fety standards. Foam sandwich panels’ fire 
resistance is significantly inferior.  
(16) Sandwich panels can be sold based on a specification in a construction project. 
While Kingspan is active in this “specified” segment, the Target is not active in this 
segment . Consequently, due to the lack of overlap, this narrower specified sales 
segment will not be discussed further for purposes of this decision.  
4.1.1.1. The Notifying Party’ s arguments  
(17) The Notifying Party argues that foam sandwich panels compete with a wide range o f 
other building envelope solutions, including mineral fibre, cork, wood fibre, pinus 
wood and concrete.7 Nonetheless , the Notifying Party submits that foam sandwich 
panels and mineral fibre sandwich panels are distinct product markets , chiefly due to 
limited demand -side substitutability .8 
(18) Regarding foam sandwich panels, t he Notifying Party claims  that no distinction 
should be made between standard foam sandwich panels and refrigerating foam sandwich panels
9 from a supply -side perspective or a demand -side p erspective for 
the purpose of defining the relevant product market. The Notifying Party argues that (i) there is no commonly agreed definition of refrigera ting foam sandwich panels, 
(ii) there is demand -side substitution at least for inside wall applicatio ns, (iii) there is 
ample supply -side substitution , because apart from the thickness and the presence of 
visible or non- visible screws, standard foam sandwich panels and refrigerating foam 
sandwich panels are identical, us e the same materials and are produc ed on the same 
production line.  
(19) The Notifying Party argues that the distinction between standard and refrigerating  
foam sandwich panels is even less relevant in the C entral and Eastern Europe (CEE)  
region (where the Target is active) . First, the Notifying  Party submits  that, contrary 
to Western and Northern Europe , there is currently no supplier  active in the 700 km 
radius surrounding the Target’s production plants that operate s a dedicated 
refrigerating foam sandwich panel production line. Second, accordi ng to the 
Notifying Party, each supplier active in this radius  is capable of producing both 
standard and refrigerating foam sandwiches  on the same production line . Third, i n 
                                                 
7  Form CO, paragraph 121.  
8  Form CO, paragraph 133.  
9  Refrigerating sandwich panels are used for cold store applications and, therefore, require superior 
insulation properties. The ir thickness may be more than double to that of standard sandwich panels.  
 
5 relation to demand- side substitutability, the Notifying Party submits that in Western 
Europe through fixed (i.e. having visible screws) foam sandwich panels are typically 
used only for cold store applications. Standard foam sandwich panels would have a 
hidden fixation system for aesthetic reasons. Therefore, in Western Europe, there is limited demand -side substitutability between standard and refrigerating foam 
sandwich panels. According to the Notifying Party, however, in the CEE region through fixed foam sandwich panels are much more common and are used interchangeably for both standar d walls and cold store applications.  
(20) The Notifying Party claims that foam sandwich panels used for wall and roof application s are practically identical. The only material differences are (i) the profile 
used on the steel sheet, (ii) the fixation and (iii)  the installation method. According to 
the Notifying Party, wall and roof foam sandwich panels require exactly the same 
input and can be produced on the same production line without incurring any 
significant costs of switching production. Therefore, the No tifying Party submits that 
foam sandwich panels for wall and roof applications belong to the same product 
market.
10  
4.1.1.2. The Commission’s past decisional practice  
(21) In its past decisional practice ,11 the Commission found that sandwich panels 
constitute d a separate relevant product market. T he Commission also suggested that 
a distinction c ould be made according to (i) the type of insulation core ( foam versus 
mineral fibre ), 12 and according to (ii) the end -use of foam panels (standard foam 
panels for walls and roofing versus col d store (refrigerating)  panels) ,13 but ultimately 
left the market definition open. The Commission found that there is only a limited 
degree of demand substitutability between foam core sandwich panels and those with 
a mineral fibre core in parti cular due to significant differences in thermal 
performance, fire resistance and price. In addition, the Commission noted that 
production of sandwich panels cannot be easily switched from foam core to mineral fibre core, or vice versa.
14 The Commission foun d that standard foam panels and 
refrigerating panels (used in cold stores) are substitutable to a certain degree. 15 
4.1.1.3. The Commission’s assessment  
(22) The Commission’s  investigation confirmed that, for the purposes of defining a 
relevant product market, sandwich panels are to be distinguished from other building 
materials. A predominant number of respondent s to the market investigation  
confirmed that other construction materials do not compete directly with sandwich 
panels.16  
                                                 
10  Form CO, paragraph 139.  
11  Case M.1329 –  Usinor/Cockerill , paragraph 15.  
12  Case M.7479 –  Kingspan/Steel Partners , paragraph 21.  
13  Case M.7479 -  Kingspan/Steel Partners , paragraph 23.  
14  Case M.7479 -  Kingspan/Steel Partners , paragraph 21.  
15  Case M.7479 -  Kingspan/Steel Partners , paragraph 23.  
16  Q1 Questionnaire to competitors, question B.A.1, Q2 Questionnaire to customers, question B.A.1.  
 
6 (23) The investigation examined whether san dwich panels should be subdivided 
according to (i) the type of insulation c ore (foam versus mineral fibre) or (ii) their 
application (standard foam sandwich panels versus refrigerating foam sandwich 
panels on the one hand and wall foam sandwich panels vers us roof foam sandwich 
panels  on the other hand).  
(24) As noted above (see paragraph (16) ), due to the lack of overlap in sales that are 
based on specific  specification s in construction project s (an area in which the Target 
is not ac tive), a segmentation into this narrower specified sales segment is not 
relevant  for the purposes of this D ecision . Similarly, there appears to be a possible 
sub-segment  for high -end or premium sandwich panels in which only a small 
number of competitors ar e active. Considering that only one of the Parties 
(Kingspan) is active in this area, a segmentation into this narrower high-
end/premium segment is also not meaningful  for the purposes of this D ecision.   
(A) Foam sandwich panels versus mineral fibre sandwich panels  
(25) The investigation confirmed that there is limited substitutability between foam and 
mineral fibre sandwich panel s, mainly d ue to their di fferent product characteristics 
(notably the largely diverging fire resistance, thermal and acoustic i nsulation 
properties and price) . The investigation suggests that within foam and mineral fibre 
sandwich panels there is significant differentiation amongst other factors for example between different thicknesses of the sandwich panels.  
(26) The majority of market participants indicated that foam sandwich panels and mineral 
fibre sandwich panels are substitutable only to a limited extent from a  demand- side 
viewpoint .
17 For various applications , either foam or mineral fibre sandwich panels 
could be used. In many  cases t here are however specific applications, for which one 
is particularly  more appropriate than the other. “ Rockwool panels are usually used 
where specific fire or acoustic performance is required as they outperform foam. Foam is generally cheaper, lighter and easi er to install as they perform better 
thermally at like for like thicknesses and the foam is significantly lighter.”
18 
Respondents confirmed that for certain applications mineral fibre sandwich panels are more suitable than foam sandwich panels , including  notably  for “projects 
requiring panels with a fire resistance of more than 30 minutes ”. For other 
applications, particularly  when high thermal performance is required (e.g. cold 
storage) and for buildings with higher  humidity foam sandwich panels are more 
suitable than mineral fibre sandwich panels .
19 Therefore, the investigation confirmed 
limited demand -side substitutability  between foam and mineral sandwich panels . 
(27) A predominant number of respondents  produce mineral fibre sandwich panels and 
foam sandwich pa nels on distinct production lines.20 The majority of the competitors 
that expressed their opinion and who currently do not produce both products on the 
same line would rather not consider manufacturing foam and mineral fibre sandwich panels on the same production line  for productivity and logistics reasons .
21 
                                                 
17  Q1 Questionnaire to competitors, qu estion B.A.2, Q2 Questionnaire to customers, question B.A.2.  
18  Q1 Questionnaire to competitors, question B.A.3.1.  
19  Q1 Questionnaire to competitors, question B.A.4, Q2 Questionnaire to customers, question B.A.4.  
20  Q1 Questionnaire to competitors, questi on B.A. 6 (including competitors that only produce one of the 
products).  
21  Q1 Questionnaire to competitors, question B.A.8.  
 
7 According to some respondents, switching production between mineral fibre and 
foam core on the same line can  take “about 6 hours ” or “1/2 shift  […] depending on 
age of technology ”. 22 Other respondents indicated that switching production takes 
less time.23 Therefore, the investigation suggest s that substitution from the supply -
side may be limited.  
(28) In light of the above, based on the results of the market investigation  carried out in 
the present case, the C ommission considers that mineral fibre sandwich panels and 
foam sandwich panels belong to separate product markets.  
(B) Standard foam sandwich panels versus refrigerating foam sandwich panels  
(29) Within the foam core sandwich panels segment , the investigation considered  a 
potential sub- segmentation based on the end- use application : standard application 
and refrigerating application.   
(30) The investigation showed that there are differences between standard foam sandwich 
panels and foam sandwich panels used for refrige ration/cold store applications. 
According to the majority of customers that expressed their opinion, refrigerating panels are distinct products from standard foam panels since they fulfil different needs.
24 The most significant differences are according to both customers and 
competitors the thermal insulation performance, the price per square meter , and the 
panel thickness, followed by the joint geometry and other joint features, the foam composition and specialised sales channels.
25  
(31) The overwhelming majorit y of competitors manufactures both standard foam 
sandwich panels and refrigerating foam sandwich panels on the same production line.
26 According to a competitor “ for efficiency reasons, it is better to have one 
dedicated line for each product group”.27  However, t he investigation showed that 
all competitors  that are based in the CEE region (where the Target is active), and 
which produce both standard and refrigerating foam sandwich panels, produce both types on the same production line. The respondents indic ated that switching 
production between standard and refrigerating sandwich panels requires only  
between 30 minutes and 2 hours, if the line is able to produce both type of foam sandwiches.
28   
(32) Therefore, the investigation suggests that at least in the CEE r egion there is ample 
supply -side substitution between standard and refrigerating foam sandwich panels. 
For purposes of this D ecision, foam sandwich panels, including standard and 
refrigerating foam sandwich panels , constitute one product market . 
                                                 
22  Q1 Questionnaire to competitors, question B.A.7.  
23  Q1 Questionnaire to competitors, question B.A.7.  
24  Q2 Questionnaire to custo mers, question B.A.5. 
25  Q1 Questionnaire to competitors, question B.A.9.2, Q2 Questionnaire to customers, question B.A.5.1.  
26  Q1 Questionnaire to competitors, question B.A.10.  
27  Q1 Questionnaire to competitors, question B.A.12.1.  
28  Q1 Questionnaire to competitors, question B.A.11.  
 
8 (C) Wall versu s roof application 
(33) The Commission’s  investigation considered within the foam core sandwich panels 
segment a potential sub -segmentation based on the end- use application:  wall 
application and roof application.   
(34) The overwhelming majority of customers that ex pressed an opinion indicated that 
foam sandwich panels for wall and roof applications are distinct products that fulfil 
different needs.29 According to customers, t he main differences b y descending 
importance  are the price per square meter, the steel profil e, the panel thickness , and 
the joint geometry or other joint features.30 Competitors indicate d that the main 
differences b y descending importance are joint geometry or other joint features, steel 
profile, price , and certifications (both on national and EEA -wide level s).31 
(35) The overwhelming majority of competitors manufacture foam sandwich panels for 
wall and roof application on the same production line.32 The investigation has shown 
that switching production on those multi -purpose lines is relatively  easy and requires 
a lead -time of 1.5 to 4 hours.33  
(36) In conclusion, the investigation suggests significant supply -side substitution between 
wall and roof foam sandwich panels. For purposes of this D ecision, foam sandwich 
panels, including roof and wall foam sandwich panels , constitute one product 
market . 
4.1.1.4. Conclusion on product market definition 
(37) The Commission concludes based on its investigation that  foam sandwich panels and 
mineral fibre sandwich panels constitute separate product markets. F or purposes of 
this Decisio n, foam sandwich panels, including all potential sub -segments  by end -
use application, constitute one product market .  
4.1.2. Singl e skin construction sheets  
(38) Single skin construction sheets are used in the construction industry for cladding, roofing and decking. C ontrary to sandwich panels, these products do not have 
thermal insulation properties. Single skin construction sheets are made fr om cold 
rolled galvanised or colour -coated flat carbon steel and come in a variety of types  
and shapes .   
4.1.2.1. The Notifying Party’ s arguments  
(39) The Notifying Party submits in relation to the separate product market for single skin construction sheets, no further distinction should be made , as there is ample demand 
and supply -side substitution.
34 
                                                 
29  Q2 Questionnaire to customers, question B.A.6.  
30  Q2 Questionnaire to customers, question B.A.6.1.  
31  Q1 Questionnaire to competitors, question B.A.13.2.  
32  Q1 Questionnaire to competitors, question B.A.14.  
33  Q1 Questionna ire to competitors, question B.A.15.  
34  Form CO, paras. 159- 160.  
 
9 4.1.2.2. The Commission’s past decisional practice  
(40) In previous decisions, the Commission found that there may be separate markets for 
construction sheets by end- use application, but ultimately left the market definition 
open.35 The Commission  found that (i) there is no great difference in price between 
different applications and (ii) that there is at least a high level of supply -side 
substitutability between (single skin) construction sheets .36  
4.1.2.3. The Commission’s assessment  
(41) The Notifying Party markets the exact same single skin construction sheet for roofing a s for wall cladding purposes.
37 Moreover, the Notifying Party submits that 
single skin construction sheets for different end- use applications can and are being 
produced on the same production lines  and that a change of production from one 
end-use applicatio n to another only requires changing the roll forming sets on the 
production lines, which is something that can be done easily and quickly .38 Based on 
the Notifying Party’s submissions, there appears to be a high degree of demand and supply substitution betw een single skin construction sheets for their different end -
use applications . In the present case, there was no evidence, which  would point to 
material differences  of single skin construction sheets depending on their various 
end-use application s. Consider ing that the Notifying Party sells the same single skin 
construction sheet for roofing and wall cladding applications, at least single skin construction sheets for cladding and roofing applications would belong to the same market.
39 
4.1.2.4. Conclusion on product ma rket definition  
(42) For purposes of this D ecision, it can be left open whether the market for single skin 
construction sheets  includ es all potential sub -segments by end -use application, as the 
competitive assessment remains the same even on the basis of the narrowest possible product markets, which are single skin construction sheets separately for (i) decking 
and (ii) roofing and wall cladding applications.  
4.1.3. Purlins  
(43) Purlins  are a type of longitudinal finished steel product used for structural support in 
buildings, notably for roof support . Purlins are made from cold rolled galvanised or 
flat carbon steel and come in a variety of types and shapes . 
                                                 
35  Case M.7479, Kingspan/Steel Partners , paragraph 28, Case M.7155, SSAB/Rautaruukki , paragraph 54.  
36  Case M.7155, SSAB/Rautaruukki , paragraph s 54 -56, Case M.7479, Kingspan/Steel Partners , 
paragraph  26. 
37  Form CO, paragraph 157.  
38  Form CO, paragraph 158,  Notifying Party’s response to RFI 4, paragraph 1.  
39  See http://www.joriside.com/en -gb/pr oduct -range/wall -profiles/wall -profiles/33 -250-1000 and 
http://www.joriside.com/en -gb/product -range/roof -profiles/roof -profiles/ji- 33-250-1000.  
 
10 4.1.3.1. The Notifying Party’ s arguments  
(44) The Notifying Party submits that the market definition in respect of purlins can be 
left open, while no further segmentation of the narrowest plausible  market for purlins 
should be made.40   
4.1.3.2. The Commission’s past decisional practice  
(45) In past decisions , the Commission found that there are separate markets for various  
finished flat carbon steel products .41 However, the Commission has not yet had the 
opportunity to assess whether there was a separate market for purlins.  
4.1.3.3. The Commission’s assessment  
(46) With the exception of single skin construction sheets, the Parties do not supply other 
finished flat  carbon steel products  than purlins . The market investigation suggests 
that competitors recognize purlins are a separate product category  of finished flat 
carbon steel products .42   
(47) The market investigation, moreover, did not show any reason to doubt the Notifying Party’s characterization of purlins as “highly commoditized products” with “very little scope for product differentiation”.
43 As a result, the Commission also does not 
find support for a further segmentation in relation to purlins.  
(48) Therefore , the C ommission assessed the horizontal overlap in purlins based on the 
narrowest plausible product market, i.e. purlins (see below Section 5.2.4).  
4.1.3.4. Conclusion on product market definition 
(49) For purposes of this Decision, it can be l eft open whether purlins belong to a 
hypothetical  wider market for finished flat carbon steel products  or whether purlins 
constitute a separate product market , as the competitive assessment remains the same 
even on the basis of the narrowest plausible  product  market , which would be the 
market for purlins . 
4.2. Geographic market definition  
4.2.1. Foam sandwich panels  
4.2.1.1. The Notifying Party’s arguments  
(50) The Notifying Party submits  that the geographic market for foam sandwich panels is 
wider than national and cross -border  region al in scope.  Specifically , the Notifying 
Party argues  that (i) the transport costs for foam sandwich panels are insignificant 
within the CEE region , (ii) the breakdown of sales of the Target’s plants by 
destination shows that sale s are made on a regional b asis, (iii) there are substantial 
trade flows between the countries in the CEE region, and (iv) there are no significant 
import barriers.   
                                                 
40  Form CO, paragraphs 165 and 168.  
41  E.g. Case M.8444 – ArcelorMittal/Ilva , recitals 198 -200. 
42  Q1 Questionnaire to competitors, question s A.3 and D.6.  
43  Form CO, paragraph 165.  
 
11 4.2.1.2. The Commission’s past decisional practice  
(51) In a past  decision,44 the Commission considered that the market for foam sandwich 
panels was very likely cross -border regional in scope, but ultimately left the exact 
geographic market definition open. 
4.2.1.3. The Commission’s assessment  
(52) The market investigation demonstrated  that national and sub- national differences on 
a variety of dimen sions affect the production and sale of foam sandwich panels , 
sometimes significantly .45 As one competitor noted, the market for foam sandwich 
panels is “rather regional, and mainly national for several reasons: language, 
transport, domestic standards and r equirements .”46 Another customer succinctly 
characterized the foam sandwich panel market as “ fundamentally national ”.47  
(A) Significant cross -border differences shape the foam sandwich panel 
business  
(53) Among the significant  cross -border differences revealed by the market investigation , 
a majority of competitors  stressed  national certification requirements  (both fire 
performance -related and other), customer  language preferences, and historical 
traditions in building construction methods.48 Several competitors emphas ized the 
role of cross -border differences concerning  customer habits, insurance -related 
factors, energy efficiency and sustainability -related customer preferences, national -
level contractual warranty or  liability f actors , and municipal -level certification 
requirements.49 Prompted to identify specific technical standards,50 several 
competitors and customers identified national technical standards in Czechia, France, Germany, Hungary, Ireland, Romania, Slovakia, and t he UK.
51 
(B) Sales occur largely nationally  
(54) Sales  of foam sandwich panels occur largely in a national context. The market 
investigation revealed that a majority of competitors sell foam sandwich panels nationally or sub- nationally, a smaller majority region ally, and a minority across 
the EEA.
52 A majority  of customers purchase foam sandwich panels mainly 
nationally or sub- nationally, while a minority purchase them mainly regionally or 
across the EEA.53  
                                                 
44  Case M.7479 – Kingspan/Steel Partners , paragraph 59. 
45  Q1 Questionnaire to com petitors, question B.B.1.  
46  Q1 Questionnaire to competitors, question B.B.9.1.  
47  Q1 Questionnaire to competitors, question B.B.9.1.  
48  Q1 Questionnaire to competitors, question B.B.1.2.  
49  Q1 Questionnaire to competitors, question B.B.1.2.  
50  In the Ques tionnaire s to competitors  and customers , technical standards were defined broadly to include 
any product or product use -related technical standards, tests (e.g. for fire performance), or certificates 
(e.g. for particular uses).  
51  Q1 Questionnaire to compe titors, question B.B.10.1, Q2 Questionnaire to customers, question B.B.7.1.   
52  Q1 Questionnaire to competitors, question B.B.2.  
53  Q2 Questionnaire to customers, question B.B.2.  
 
12 (C) The competitive landscape even across CEE countries is fragmented  
(55) The competitive landscape across various CEE countries reflects national markets, 
with different pools  of suppliers active even in geographically proximate countries. 
For example, adjacent countries like Slovenia or Croatia, or Hungary and Romania, feature a distinct set of suppliers for  foam s andwich panels. This is true both for  
large suppliers with an EEA -wide presence, who have widely different market shares 
in neighbouring markets,
54 and smaller suppliers, who tend to focus on only one or a 
few export markets.55 In addition, the Parties’ resp ective market shares vary widely 
across countries of the CEE region.  The internal documents submitted by the Parties’ 
show that [information regarding the Parties’ internal documents] .56 Thus, the 
Parties’ own assessment of the relevant markets  would also s upport a finding of 
separate national markets for foam sandwich panels.  
(D) Exports do not negate  a finding of national markets  
(56) The fact that foam sandwich panels regularly cross  national borders does not by 
itself exclude the role of national -level factors fo r the present geographic market 
definition, for two main reasons. First, other than on an opportunistic basis for 
specific high -end types of sandwich panels  and specific isolated projects of a certain 
size,57 most suppliers with a significant export share s upply foam sandwich panels to 
particular markets in which they are likely to have an established sales presence.58 
Second, the market investigation revealed that even in close proximity, national 
borders can make cross -border sales unprofitable for several competitors  due to price 
differences, local market power of existing players, and the absence of relationships 
to customers or distributors.59 
(E) Technical standards and requirements play a significant role  
(57) The market investigation demonstrated that technical standards on the national or 
sub-national levels play a significant role in the market for foam sandwich panels.60 
An overwhelming majority of competitors indicated that the foam sandwich panel business in the EEA is affected by technical standards, and of these, a majority 
considered them “ very important ”.
61 Similarly, a majority of customers stated that 
the technical standards affecting the foam sandwich panel business in the EEA were 
“important ” or “very important ”.62 A majority of competitors specified tha t the 
geographic level at which such  technical standards exist  was national or sub-
national .63 A predominant number of competitors and customers indicated specific 
                                                 
54  Form CO, Annex 26 (by reference, e.g.,  to ArcelorMittal).  
55  Form CO, Anne x 26 (by reference, e.g.,  to Alternativa).  
56  E.g. Form CO, Annex 22(m) [information regarding the Parties’ internal documents] ); Form CO Annex 3 
[information regarding the Parties’ internal documents ]; Form CO Annex 18, slide 22 [ information 
regarding the  Parties’ internal documents ]. 
57  Q2 Questionnaire to competitors, question B.B.4.  
58  Q2 Questionnaire to competitors, questions B.B.9.1, B.B.10.1, B.B.4.  
59  Confirmed non- confidential minutes of a call with a competitor on 16. 11.2020,  Q2 Questionnaire to 
competitors, question B.B.4.  
60  Q1 Questionnaire to competitors, question B.B.10.  
61  Q1 Questionnaire to competitors, question B.B.12.  
62  Q2 Questionnaire to customers, question B.B.9.  
63  Q1 Questionnaire to competitors, question B.B.11.  
 
13 technical standards, several of which were natio nal, for example distinctive to 
Czechia, Hungary, Slovakia, and  Romania.64 
(F) National technical standards and requirements further entrench national 
markets  
(58) National technical standards and requirements shape the design of suppliers’ sales processes, further entrenching a national -level competitive land scape. T he market 
investigation suggest ed that national differences relating to the sale of foam 
sandwich panels require manufacturers to have and develop dedicated sales teams 
for every Member State in which they are active.
65 This allows them to communica te 
with customers and distributors  in their respective languages, to maintain contacts 
with installers and contractors, and to ensure that products meet specific technical 
and regulatory requirements in place on the national or sub- national levels. The 
importance o f national  and sub- national  technical standards for the construction 
materials business is also a factor explaining price differences for foam sandwich 
panels across EEA countries.66 This is because compliance with national standards 
and requiremen ts require s national sales structures  and differences in labour costs 
and other input factors vary across countries, even within the CEE region .67 
(G) National price differences are pervasive  
(59) The market investigation revealed significant price differences for f oam sandwich 
panels across national markets, including between geographically proximate countries in the CEE region. Average prices for foam sandwich panels across four countries in the CEE region (Hungary, Slovakia, Czechia and Romania) vary by up to 13 % , according to a significant number of competitors.
68 Furthermore, a majority 
of competitors set list prices for foam sandwich panels on the national or sub -
national levels.69 High transport costs do not explain these price differences, since 
they also arise  among geographically adjacent countries (e.g. Hungary and 
Romania).  
(H) Transport costs are an additional barrier to cross -border transport  
(60) The market investigation reveal ed that transport costs for foam sandwich panels 
make up a significant share of an aver age order.70 A majority of competitors indicate 
a transport cost price average or range for foam sandwich panels between EUR 1  and 
EUR 4 per square meter,71 compared to an average price for foam sandwich panels 
estimated by the Notifying Party in, for example, Romania of EUR […] .72 At the 
same time, several competitors explain that transport costs exceeding 15% of an  
order value are uneconomical .73 This is another explanation for why  the vast bulk of 
                                                 
64  Q1 Questionnair e to competitors, question B.B.13; Q2 Questionnaire to customers, question B.B.10.   
65  Q1 Questionnaire to competitors, question B.B.1.  
66  Q1 Questionnaire to competitors, question B.B.10.1.  
67  Q1 Questionnaire to competitors, question B.B.7.1.  
68  Q1 Quest ionnaire to competitors, question B.B.8.  
69  Q1 Questionnaire to competitors, question B.B.9  
70  Q1 Questionnaire to competitors, question B.B.6.  
71  Q1 Questionnaire to competitors, question B.B.6.  
72  Form CO, Table 16 . 
73  Q1 Questionnaire to competitors, qu estion B.B.6.  
 
14 foam sandwich panels in the EEA are shipped at most cross -border regionally, and 
very often nationally or sub- nationally.  
4.2.1.4. Conclusion on geographic market definition 
(61) As can be seen from the above a significant number of factual and evidentiary 
elements in the present case point to national markets.  In the present case t he 
question as to whether the market for foam sandwich panels is national or cross -
border  regional  in scope can however be left open as the T ransaction would not raise 
serious doubts as to its compatibility with the internal  market  regardless of the 
geographic market definition .  
4.2.2. Mineral fibre sandwich panels  
4.2.2.1. The Notifying Party’s arguments  
(62) The Notifying Party submits that the exact scope of the geographic market for 
mineral fibre sandwich panels can be left open  in this case, but refers to the 
Commiss ion’s past decisional practice, in which it defined the geographic market for 
that product as EEA -wide.74 
4.2.2.2. The Commission’s past decisional practice  
(63) In a past  decision ,75 the Commission considered that the market for mineral fibre  
sandwich panels was EEA -wide  in scope.  This conclusion drew  on the 
Commission’s finding that the relative transport costs for mineral fibre sandwich 
panels were lower than for foam sandwich panels, and that a small number of suppliers  sold mineral fibre sandwich panels across the EEA . 
4.2.2.3. The Commission’s assessment  
(64) While the  market investigation focused on the market for foam sandwich panels , the 
Commission also obtain ed certain  insights into the various  factors affecting the 
geographic scope of the market for mineral fibre sandwich pane ls. As such, the 
market investigation  offers  support  for the Commission’s reassessment of the 
geographic market definition in respect of  mineral fibre sandwich panels.  
(A) Relative transport costs for foam vs. mineral fibre sandwich panels do not seem to differ  
(65) Feedback from some market participants suggests that the relative shipping costs for 
foam and mineral fibre sandwich panels are similar if not identical.
76 Mineral fibre 
sandwich panels are more expensive than foam sandwich panels, but they are also 
thicker (and heavier) given the same thermal performance (measured by U -value77). 
While higher product prices can sometimes justify higher transport costs,  this is true 
both for certain specific high- end foam and mineral fibre sandwich panels. However, 
                                                 
74  Form CO, paragraph 152.  
75  Case M.7479 – Kingspan/Steel Partners , paragraph 59. 
76  Q1 Questionnaire to competitors, question B.B.4.1.  
77  The International Organization for Standardization  (‘ISO’) defines “[t]he thermal transmittance of a 
building element (U -value) … in ISO 7345 as the ‘[h] eat flow rate in the steady state divided by area and 
by the temperature difference between the surrou ndings on each side of a system’ .” 
 
15 on balance  and in most cases , the greater thickness and weight of mineral fib re 
sandwich panels  means that the relative transport costs of mineral and foam 
sandwich panels are indistinguishable.78 
(B) Factors pointing to  wider -than national markets are not decisive  
(66) Some characteristics of the market  of mineral fibre sandwich panels suggest a wider -
than-national geographic market. In particular, fewer production lines across the 
EEA manufacture mineral fibre than foam sandwich panels. Moreover, the number 
of suppliers of  mineral fibre sandwich panels seems to be smaller than of foam 
sandwich panels across the EEA.79 Moreover, c ross-country trade flows in mineral 
fibre sandwich panels are common ,80 even more so than in the case of  foam 
sandwich panels .81 However,  none of thes e factors necessarily excludes  a national 
geographic market for mineral fibre sandwich panels. Moreover, t he mar ket 
investigation revealed  several  additional factors that point  towards  an at least 
similarly fragmented set of geographic markets in relation to  mineral fibre sandwich 
panels  as in the case of foam sandwich panels .  
(C) Markets for foam and mineral fibre sandwich panels seem to be  
geographically similar  
(67) Finally, a ll factors that point towards a national- level geographic market definition in 
relation  to foam sandwich panels (above at 4.2.1.3) also seem to  apply to mineral 
fibre sandwich panels. In fact, they may apply even more forcefully here. Because 
mineral fibre sandwich panels are non -combustible and thus used in buildings with 
the highest fire safety requirements, they are subject to more stringent fire -safety 
related technical standards than foam sandwich panels. Since these standards tend 
overwhelmingly to be national, sales processes also seem to follow a national 
organization. On this basis alone, a national  geographic market definition may apply 
to mineral fibre sandwich panels even more strongly than to foam sandwich panels.  
(D) The evidence  for a national -level mineral fibre sandwich panel market 
appears to be stron g 
(68) On balance, the  market investigation  likely  calls for a reassessment of the  
Commission’s conclusions in an earlier  case as to the geographic market definition 
for mineral fibre sandwich panels. Already the s tark differences in the Parties’ 
respective market share across EEA countries suggest a geographic market that is 
not EEA -wide.82 Importantly, the market investigation refuted a key basis for the 
Commission’s conclusion in an earlier case , namely the difference in the relative 
transport costs for minera l fibre sandwich panels and foam sandwich panels . 
Moreover, t here are ample indications that the relevant geographic market is 
national , or at most cross -border regional, in scope.  At the same time, mineral fibre 
sandwich panels were not a central focus of  the market investigation in this case. As 
a result, the question of the precise market definition for mineral fibre sandwich 
panels can remain open.  
                                                 
78  Confirmed non- confidential minutes of a call with a competitor on  16.11.2020 . 
79  See e.g. a comment by a competitor in Q1 Questionnaire to competitors, question B.B.4.1.  
80  Confirmed non- confidential minutes of a call with a competitor on 18. 11.2020 . 
81  Q1 Questionnaire to competitors, question B.B.4.  
82  Form CO, Annex 32.  
 
16 4.2.2.4. Conclusion on geographic market definition 
(69) As can be seen from the above , a significant number of factual and evidentiary 
elements in the present case point to national markets . The question as to whether the 
market for mineral fibre sandwich panels is  EEA -wide,  cross -border  regional , or 
national in scope can however be left open as the Transaction would not r aise serious 
doubts as to its compatibility with the internal  market  regardless of the geographic 
market definition . 
4.2.3. Single skin  construction sheets  
4.2.3.1. The Notifying Party’s arguments  
(70) The Notifying Party submits that the supply of single skin construction she ets has 
strong local features with many suppliers having a local or regional production 
presence, as inter alia transport costs and speed of service are strong selling points.83 
The Notifying Party submits that it can be left open  whether the geographic mar ket 
is national or sub- national in scope .84 
4.2.3.2. The Commission’s past decisional practice  
(71) In its recent  Kingspan/Steel Partners  decision ,85 the Commission concluded that the 
market for single skin construction sheets was national in scope . 
4.2.3.3. The Commission’s assessment  
(72) Single skin construction sheets were not a central focus of the market investigation 
in this case . The market investigation did not provide any reason to depart from the 
Commission’s earlier finding that the relevant geographic market for single skin  
construction sheets is national in scope. 
4.2.3.4. Conclusion on geographic market definition 
(73) The Commission considers for the purpose of the assessment of this case that the 
relevant market for the production and supply of single skin construction sheets is natio nal in scope.  
4.2.4. Purlins  
4.2.4.1. The Notifying Party’s arguments  
(74) The Notifying Party submits that the exact scope of the geographic market for purlins can be left open, while refer ring to the Commission’s past decisional practice 
in respect of finished flat carbon st eel products.
86 
                                                 
83  Form CO , paragraphs 161 and 162.  
84  Form CO , paragraphs 161- 163. 
85  Case M.7479 – Kingspan/Steel Partners , paragraph 65. 
86  Form CO, paragraphs 169- 170. 
 
17 4.2.4.2. The Commission’s past decisional practice  
(75) In a past decision,87 the Commission examined the geographic  market definition for 
finished flat carbon steel products  extensively , without mentioning  purlins . The 
Commission’s investigation in Arcelo rMittal/Ilva  found a n EEA -wide market with 
strong indications of geographic differentiation for certain finished flat carbon steel 
products, namely  hot rolled, cold rolled and galvani sed (hot dip galvanised and 
electro galvanised)  steel products.88 However,  purlins were not specifically 
considered in that case.  
4.2.4.3. The Commission’s assessment  
(76) Purlins were not a central focus of the market investigation in this case as no 
competition concerns would arise under any plausible geographic market definition. 
The mark et investigation did not provide any indications to define the geographic 
market for purlins differently from the market for other finished flat carbon steel 
products  in past Commission decisions . 
4.2.4.4. Conclusion on geographic market definition 
(77) The question as to whether the market for purlins is EEA -wide or narrower  can be 
left open as the Transaction would not raise serious doubts as to its compatibility with the internal  market  regardless of the geographic market definition.  
5. C
OMPETITIVE ASSESSMEN T 
(78) The competi tive assessment of the Transaction is structured as follows:  
(a) Section 5.1 outlines the legal framework for the assessment;  
(b) Section 5.2 outlines  the market st ructure, the horizontal overlaps between the 
Parties’ activities, and the affected markets arising from the Transaction. It 
also provides a reasoning for why the plausible  affected markets  in relation to 
mineral fibre sandwich panels, single skin construct ion sheets and purlins  do 
not need to be discussed further  in this Decision ; 
(c) Section 5.3 assesses horizontal non- coordinated effects with respect to foam 
sandwich panels.  
5.1. Legal framework  
(79) Under Article 2(2) and (3) of the Merger Regulation, the Commission must assess whether a proposed concentration would significantly impede effective competition in the internal market or in a substantial part of it, in particular through the creation or strengthening of a dominant position. In t his respect, a merger can entail 
horizontal and/or non- horizontal effects . A merger can also create or strengthen an 
existing dominant position.  
                                                 
87  Case M.8444 – ArcelorMittal/Ilva . 
88  Case M.8444 –  ArcelorMittal/Ilva , recital 385.  
 
18 (80) Horizontal effects are those deriving from a concentration where the undertakings 
concerned are actual or potential competitors of each other in one or more of the  
relevant markets concerned. The Commission appraises horizontal effects in accordance with the Horizontal Merger Guidelines.
89 
(81) As regards horizontal non- coordinated effects, according to paragraph 26 of the 
Horizontal Merger Guidelines, a number of factors (the list of which is non-
exhaustive ) may be taken into account  in order to determine whether significant 
horizontal non- coordinated effects are likely to result from a concentration . 
5.2. Horizontal overlap s and affected markets  
(82) The Parties’ activities overlap horizontally mainly in relation to foam sandwich 
panels and to a lesser extent in mineral fibre sandwich panels, single skin 
construction sheets, and purlins. 
5.2.1. Horizontal overlaps and affected markets i n relation to foam sandwich panels  
(83) In Kingspan/Steel Partners , the Notifying Party provided capacity shares for the 
Parties and their competitors for Belgium and the surrounding area based on a radius 
of 700 km.90 The Commission in that case used the Partie s’ 700 km radius for its 
market reconstruction of capacity shares in the region.91 Referring to the 
Commission’s decision in case M.7479 Kingspan/Steel Partners , the Notifying Party 
argues that the correct approach is to assess the market based on capacity shares 
within a 700 km road distance radius from TeraSteel’s production facilities .92  
(84) Nevertheless, the Notifying Party provided the Parties’ market shares according to 
alternative metrics as well.  
(85) Based on the information provided by the Notifying Party, the Transaction gives rise 
to a number of horizontal overlaps in the supply of foam sandwich panels within the 
EEA in several geographic markets . 
(86) First, the Notifying Party provided the Parties’ and the competitors’ production 
capacity shares based on average annual production capacity volumes within a 
400 km and 700 km road distance radius from the Target’s production facilities  in 
Romania  and Serbia . These road distance radiuses  include plants located in the CEE 
region  and cover parts of the territory of  different countries within the CEE 
region ,9394 reflecting the potential cross -border regional geographic market definition 
discussed in Section 4.2.1.3. 
                                                 
89  Guidel ines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (‘Horizontal Merger Guidelines’), OJ C 31, 5.2.2014.  
90  Case M.7479 Kingspan/Steel Partners , paragraph 81.  
91  Case M.7479 Kingsp an/Steel Partners , paragraph 82.  
92  Form CO, paragraph 171.  
93   Plants of the Parties and their competitors located within a 700 km radius from TeraSteel’s Romania plant 
are located in the following countries: Romania, Hungary, Poland, Ukraine, Bulgaria.  
94  Plants of the Parties and their competitors located within a 400 km radius from TeraSteel’s Romania plant are located in the following countries: Romania and Hungary.  
 
19 (87) Table 1 shows the Parties’ combined capacity shares  based on a 400 km and 700 km 
road distance radius from the Target’s production facilities in Romania and Serbia95 
for year 2019. As noted in paragraph (83), capacity shares based on a radius of 
700 km were also used for market r econstruction in Kingspan/Steel Partners . In the 
current market investigation, the majority of competitors indicated that they sell 
foam sandwich panels on (i) national or sub- national level, or (ii)  nationally and to 
neighbouring countries.96 Moreover, a m ajority of customers indicated that the 
maximum distance from which they purchase foam sandwich panels is 400 km – 
700 km.97 Therefore, the radius es of 400 km and 700 km represent a conservative 
proxy for the road distance radius around the Target’s foam sandwich panel production plants , which it  is appropriate to use for the calculation of capacity shares  
in the region.  
Table 1 – Parties’ capacity  shares for foam sandwich panels within a 400 km and 
700 km radius of TeraSteel’s plant s in Romania and Serbia  
Foam Sandwich Panels 2019  
 Capacity (m²)  
 Kingspan  TeraSteel  Combined  
400 km road di stance from TeraSteel’s Romania 
plant  [10-20]% [10-20]% [30-40]% 
700 km road distance from TeraSteel’s Romania 
plant  [10-20]% [5-10]% [20-30]% 
400 km road distance from TeraSteel’s Serbia 
plant98 [10-20]% [10-20]% [20-30]% 
700 km road distance from  TeraSteel’s Serbia plant  [5-10]% [0-5]% [10-20]% 
Source: Form CO, Table 10, Table 11, Table 12 and Table 13  
(88) Second, the Notifying Party provided the  Parties’ and the competitors’ market shares 
based on volume and value on a national basis.  
(89) Table 2 shows the horizontal overlaps on a national basis99 based on the Parties’ 
volume market shares.  
                                                 
95  The Target currently only operates two production plants for foam sandwich panels i n Saratel (Romania) 
and Leskovac (Serbia).  
96  Q1 Questionnaire to competitors, question B.B.2.  
97  Q2 Questionnaire to customers, question B.B.3.  
98  This radius includes plants of the Parties and their competitors inside (Romania, Bulgaria, Greece) and 
outside (Serbia, Macedonia, Kosovo) the EEA territory.  
99  In addition, for illustrative purposes, the Parties’ EEA -wide volume shares are [20 -30]% (Kingspan) 
and [0-5]% (TeraSteel).  
 
20 Table 2 – Horizontal overlaps in foam sandwich panels based on the Parties’ national 
volume market shares for 2019 in the EEA  
Foam Sandwich Panels 2019  
 Volume (m2) 
 Kingspan  TeraSteel  Combined  
Austria  [10-20]% [0-5]% [10-20]% 
Bulgaria  [0-5]% [5-10]% [5-10]% 
Croatia [10-20]% [0-5]% [10-20]% 
Czechia  [30-40]% [0-5]% [30-40]% 
Hungary  [20-30]% [10-20]% [30-40]% 
Romania  [5-10]% [20-30]% [30-40]% 
Slovakia  [20-30]% [0-5]% [20-30]% 
Source: Form CO, Annex 26 
(90) For market share estimates , the Notifying Party relied in part on data  supplied by  
Neomar Consulting  SRL (‘Neomar ’), a market research consultancy  based in 
Romania. O ne Romanian competitor described it as a “reliable source o f market 
data in the sandwich panel industry .”100 At the same time, Neomar provides market 
research relating only to a limited set of countries  in the CEE region. As a result, the 
Notifying Party supplement ed its internal market share estimates using  Neomar data 
only for the following three EEA countries:  Bulgaria, Hungary, and Romania.101 The 
Notifying Party submitted the underlying Neomar reports .102 The Notif ying Party 
adjusted the Neomar data by using the Parties’ actual sales volumes and values.     
(91) Table 3 shows the horizontal overlaps on a national basis based on the Par ties’ value 
market shares , to the extent they were submitted b y the Notifying P arty.  
Table 3 – Horizontal overlaps in foam sandwich panels based on the Parties’ national 
value market shares for 2019 in the EEA  
Foam Sandwich Panels 2019  
 Value (EUR)  
 Kingspan  TeraSteel  Combined  
Austria  N/A N/A N/A 
Bulgaria  [0-5]% [5-10]% [5-10]% 
Croatia  N/A N/A N/A 
Czechia  N/A N/A N/A 
Hungary  [30-40]% [10-20]% [40-50]% 
Romania  [10-20]% [20-30]% [30-40]% 
Slovakia  N/A N/A N/A 
Source: Form CO,  Annex 32 
                                                 
100  Confirmed non- confidential minutes of a call with a competitor on 16. 11.2020. 
101  Form CO, paragraph 178 and footnote 111.  
102  Form CO, Annex 33.  
 
21 (92) As can be seen from Table 1, Table 2, and Table 3, in the EEA, the Transaction 
gives rise to the following plausible horizontally affected markets in relation to foam 
sandwich panels:  
(a) Romania – based on volume and value market shares ; 
(b) Hungary – based on volume and value market shares;  
(c) Czechia – based on volume market shares;  
(d) Slovakia – based on volume market shares;  
(e) 400 km and 700 km road distance radius from TeraSteel’s plant in Romania  – 
based on capacity shares;  
(f) 400 km road distance radius from TeraSteel’s plant in Serbia – based on 
capacity shares.  
(93) The competitive assessment of the plausible affected markets in foam sandwich 
panels is set out  in Section 5.3.2. 
5.2.2. Horizontal overlaps and affected markets in relation to mineral fibre sandwich 
panels  
(94) Based on the information provided by the Notifying Party, the Transaction gives rise to a number of  horizontal overlaps in the supply of mineral fibre  sandw ich panels 
within the EEA.  Table 4 shows the horizontal  overlaps  in relation to mineral fibre 
sandwich panels  based on the Parties’ volume market shares .
103 
Table 4 – Horizontal overlaps  in relation to mi neral fibre sandwich panels in the EEA  
for 2019 in the EEA  
 Mineral Fibre Sandwich Panels 2019 (volume in m2) 
 Kingspan  TeraSteel  Combined  
EEA  [20-30]% [0-5]% [20-30]% 
Regional104 [20-30]% [0-5]% [20-30]% 
Bulgaria  [0-5]% [0-5]% [5-10]% 
Romania  [20-30]% [0-5]% [20-30]% 
Hungary  [20-30]% [0-5]% [30-40]% 
Slovakia  [20-30]% [0-5]% [20-30]% 
Source: Form CO, Table 7 and Annex 26  
(95) Within the EEA, the Target only generated sales of mineral fibre sandwich panels in Bulgaria, Hungary, Romania and Slovakia in 2019.
105 As can be seen from Table 4, 
                                                 
103  The Notifying Party was unable to provide value shares for mineral fibre sandwich panels due to lack of 
value shares for this segment in third party market reports and given that the Parties do not have access to 
competitor pricing (see Form CO, footnotes 124, 130).  
104  In the EEA, the Target only generated sales of mineral fibre sandwich panels in Bulgaria, Hungary, 
Romania and Slovakia in 2019. The regional share represents the weigh ted average market share of the 
Parties in these jurisdictions (see Form CO, footnote 60).  
 
22 TeraSteel’s presence in the EEA is very limited, amounting to [0 -5]% of the EEA 
market based on volume shares.  
(96) Moreover, in the region where TeraSteel is active, the Parties’ combined market 
shares amount to [20- 30]% with an increment of [0 -5]% brought about by the 
Transaction. The region consists of the countries where TeraSteel is active, namely Bulgaria, Hungary, Romania and Slovakia. As can be seen from Table 4, the 
increm ent brought about by the Transaction is [0 -5]% or less in the region as well as 
on a national basis, except for Bulgaria, where, however, the Transaction does not give rise to an affected market.  
(97) Therefore, the combined market shares  of the Parties  in all plausible affected 
markets  in mineral fibre sandwich panels are below or around 30% and the 
increment brought about by the Transaction in any affected market  is very limited , 
namely [0 -5%]. 
(98) Post-Transaction a number of competitors will continue to exercise  competitive 
constraints on the Parties. The largest competitors in Hungary are Trimo ( [20-30]%) 
and ArcelorMittal ( [10-20]%). The largest competitors  in Romania are 
Topanel  ([10-20]%), Isopan ( [10-20]%) and Proinvest ( [10-20]%). The largest 
competitors  in Slovakia are Trimo ( [30-40]%), ArcelorMittal ( [20-30]%) and 
Ruukki  ([5-10]%). Considering the marginal  change to the competitive landscape 
brought by the Transaction, the Commission’s market investigation confirmed that market participants are not concern ed about any negative effects of the Transaction 
in relation to mineral fibre sandwich panels in the EEA. 
(99) In light of the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as  a result of horizontal 
effects in the market for mineral fibre sandwich panels . Therefore, mineral fibre 
sandwich panels are not discussed further in this Decision. 
5.2.3. Horizontal overlaps in relation to single skin construction sheets  
(100)  Based on the information provided by the Notifying Party, the Transaction gives rise to horizontal overlaps in the supply of single skin construction sheets in Romania 
and Hungary . However, the Transaction does not give rise to any affected markets in 
relation to single skin construction sheets, as the Parties’ combined market shares 
remain below 20% both in Romania and in Hungary  under any plausible product 
market definition .
106  
(101)  While single skin construction sheets represented [30- 40]% of the Target’s 2019 
revenues,107 the vast ma jority (more than [ 90-100]%) of the Target’s sales of single 
skin construction sheets took place  in Romania, where the Target’s production plant 
is located, but where [i nformation on Kingspan Group’s sales in Romania ]. In 
addition to Romania, in 2019 the T arget had […] sales of single skin construction 
                                                                                                                                                      
105  The Target has minimal production of mineral fibre sandwich panels in Serbia and its sales of mineral 
fibre sandwich panels in 2019 represent [0 -5]% of the Target ’s 2019 revenues (see Form CO, Table 5 and 
Annex 26 ). 
106  Form CO, Table 7.  
107  Form CO, Table 5.  
 
23 sheets in Bulgaria and Hungary of less than EUR […] .108 [Information on Kingspan 
Group’s presence in Bulgaria ].  
(102)  The main overlap in single skin construction sheets is in Romania, where , for single 
skin construction sheets overall, the Parties’ combined market share amounts to 
[10-20]%. Kingspan’s sales in Romania [information on Kingspan Group’s sales in 
Romania ], resulting in Kingspan’s share of [0-5]%.109 In relation to end- use 
applications, the parties’ activities are rather complementary, leading to moderate 
combined shares with small increments: (i) in decking single skin construction sheets the combined share is [5 -10]% with an increment (by the Target) of [0 -5]%, 
(ii) in roofing and cladding single skin construction sheets the combined share is [10-20]% with an increment (by Kingspan) of [0 -5]%.
110 
(103)  For completeness, the Parties’ combined market share in Hungary amounts to [5-10]% with an increment of [0 -5]% by the Target.
111 In relation to end- use 
applications, the Notifying Party estimates that the Parties’ activities likely do not 
overlap in Hungary. [ Information on the Parties’ sales of single skin construction 
sheets in Hungary ]. 
(104)  Thus, given the lack of affected markets and the limited increment brought about  by 
the Transaction, the Transaction is unlikely to lead to significant horizontal effects  in 
relation to single skin construction sheets  under any plausible market definition. 
Moreover, the market investigation did not reveal any concerns concerning the market for single skin construction sheets.
112  
(105)  In light of the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as a result of horizontal 
effects in the market for single skin  construction sheets . Therefore, single skin 
construction sheets are not discussed further in this Decision. 
5.2.4. Horizontal overlaps and affected markets in relation to purlins  
(106)  Based on the information provided by the Notifying Party, the Transaction gives ris e 
to horizontal overlaps in the supply of purlins in the EEA.  According to the 
Notifying Party, in Czechia, Germany, Hungary, Slovakia and Sweden, the Parties’ combined shares are below 20% with insignificant increments. Table 5 shows the 
plausible horizontally affected markets in relation to purlins . 
Table 5 – Plausible horizontally affected markets in relation to purlins in the EEA  
 Purlins 2019 (volume in m2) 
 Kingspan  TeraSteel  Combined  
Romania  [0-5]% [20-30]% [20-30]% 
France  [20-30]% [0-5]% [20-30]% 
Source: Form CO, Table 7  
                                                 
108  Form CO, footnote 64.  
109  Form CO, Annex 27.  
110  The Notifying Party’s response to RFI 4, Tables 2 and 3.  
111  The Notifying Party’s response to RFI 3, Table 1.  
112  Q1 Questio nnaire to competitors, question D.6.  
 
24 (107)  The Target’s sales of purlins represented [5 -10]% of its 2019 revenues.  
(108)  While the Target is mainly active in Romania and Hungary, Kingspan’s sales of 
purlins in these countries ar e negligible, namely less than EUR […]  in 2019. On the 
other hand, Kingspan generated about [30- 40]% of its purlin sales in France, but the 
increment is insignificant because the [i nformation on the Target’s sales of purlins in 
France] , namely less than EU R […]  in 2019.113  
(109)  TeraSteel ’s market share in Romania and Kingspan’s market share in France are 
each below 30%  and the increment arising from the Transaction in both countries 
is [0-5%].  
(110)  Moreover, the Notifying Party confirmed that the combined market shar es of the 
Parties in a potential market for finished flat carbon steel products or any plausible sub-segment therein is below 20% at the EEA -wide level and on any narrower 
plausible geographic market, including on national level .
114 
(111)  Therefore, the Transactio n would not give rise to affected market even if a wider 
definition of the product and geographic market were to be adopted for purlins. 
(112)  In light of the above, the Commission considers that the Transaction does not raise 
serious doubts as to its compatibil ity with the internal market as a result of horizontal 
effects in the market for purlins . Therefore, purlins  are not discussed further in this 
Decision.  
5.3. Horizontal non -coordinated effects  in the foam sandwich panel market  
(113)  In view of Section 5.2 and the de minimis  nature of the other overlaps, this 
Section  5.3 focuses on the horizontal non- coordinated effects of the Transaction in 
the foam sandwich panel market.  
5.3.1. The Notifying Party’s arguments  
(114)  The Notifying Party submits that the primary rationale of the Transaction is geographic expansion. The Target is a significant player in the CEE region and [information on Kingspan Group’s projections in the CEE ]. With th is Transaction, 
[information on Kingspan Group’s strategy ].
115 
(115)  The Notifying Party submits that the Transaction will not give rise to any competitive concerns regardless of market definition. In particular, it argues that the Transaction will not lead to any  horizontal non- coordinated effects with respect to 
foam sandwich panels due to the following reasons:  
(a) The Parties’ combined regional capacity shares within a 400 km or 700 km road distance radius from the Target’ s production facilities  in Romania and 
Serbia remain below [30- 40]% and are not indicative of concerns . Moreover, 
                                                 
113  Form CO, Table 5, footnote 47.  
114  The Notifying Party’s response to RFI 5 dated 11 January 2021.  
115  Form CO, paragraphs 37- 39. 
 
25 the Transaction would not raise concerns at the national level based on 
volume market shares;116 
(b) The Parties are not ‘particularly’ close competitors;117 
(c) There is ample spare capacity and customers can easily switch between suppliers;
118 
(d) There are no substantial barriers to entry .119 
5.3.2. The Commission’s assessment  
(116)  Section 5.3.2 assesses market shares, closeness of competition between the Parties, 
important dynamics of th e markets where the Parties’ activities overlap, the 
alternatives to the Parties, barriers to entry, evidence of new entrants and the constraint by competitors , as well as the potential effects of the Transaction . Based 
on all these factors considered together, conclusions on horizontal non- coordinated 
effects are drawn in Section 5.3.3. 
5.3.2.1. Assessment of m arket shares  
(117)  Market participants  view Kingspan as a market leader
120 and in some EEA countries 
Kingspan’s high market shares reach the level indicative of dominance ,121 as noted 
by market participants .122 Kingspan’s high market shares in several EEA countries 
seem to result, in part, from the company’s  expansion and acquisition strategy of 
recent years.123 Given the high market shares of Ki ngspan in some EEA countries, in 
particular in Western Europe and Scandinavia, it cannot be excluded that Kingspan is a dominant player in certain parts of the EEA.  
(118)  Nevertheless, the current Transaction does not lead to any increment in the EEA countries where Kingspan’s market shares are indicative of dominance because 
TeraSteel is not active in those countries.  However, the market investigation 
suggests that the  situation may be different in countries of the CEE region outside 
the EEA , notably  in Serbia.
124 Nothing in this D ecision should be construed as a 
factual or legal assessment  of the competitive effects of this Transaction in Serbia125 
or any other non -EEA country.  
                                                 
116  Form CO, paragraphs 172 and 173.  
117  Form CO, paragraphs 189- 191. 
118  Form CO, paragraphs 192 and 193.  
119  Form CO, paragraphs 194 and 195.  
120  Q1 Questionnaire to competitors, questions D.1.1, D.7.  
121  [Information on Kingspan Group’s market shares in certain national markets in the EEA ].  
122  Q1 Questionnaire to competitors, question D.7.  
123 In the past decade, Kingspan has acquired several competitors active in the foam and mineral fibre 
sandwich panel business. Since 2014, Kingspan has increased its revenue s by more than […]% (from […] 
to […]). During the last three years, Kingspan has acquired two sandwich panel players –  Synthesia Group 
(Spain, 2018) and Balex Metal (Poland, 2018). Moreover, Kingspan acquired Joris Ide (Belgium) in 2015, 
Eurobond/Euroclad (UK) in 2016, and Paroc (Finland) in 2016, among others.  
124  Confirmed non- confidential minutes of a call with a competitor on 16.11.2020 .  
125 The Commission is aware that the Serbian Commission for Protection of Competition is currently 
investigating the present Transaction in relation to its effects on the Serbian market.  
 
26 (119)  In the EEA countries where TeraSteel is present, Kingspan’s market shares are 
moderate. As can be seen from Table 2, the only countries in the CEE region where 
the Parties’ combined marked shares exceed [20 -30]% and, at the same time, the 
increment brought about by the Transaction is higher than [5 -10]% are Hungary an d 
Romania.  
(120)  In Hungary, the combined volume market share of the Parties amounts to [30- 40]% 
with an increment of [10 -20]% represented by the Target. Contrary to Kingspan, the 
Target has no production plant in Hungary. Instead, it is only active [i nformatio n on 
Target’s imports in Hungary ].  
(121)  Based on the information provided by the Notifying Party, two competitors have similar or higher market shares than the Target  in Hungary. These competitors are  
the Hungary -based manufacturer Metal -sheet (volume share of  [10-20]% in 2019) 
and the Romanian importer Isopan (volume share of [10- 20]% in 2019) .
126 Other 
competitors with a market share of more than [5 -10]% include 
ArcelorMittal ( [5-10]%) and Topanel ( [5-10]%). 
(122)  In Romania, the combined volume market share of the P arties amounts to [30- 40]% 
with an increment of [5 -10]% represented by Kingspan.  There are  several Romania-
based competitors that have similar or higher shares than the increment presented by 
Kingspan, notably Topanel ( volume share of [10- 20]% in 2019), Is opan ( volume 
share of [10- 20]% in 2019), Romconstruct ( volume share of [10- 20]% in 2019)  and 
Marcegaglia/Impro  (volume share of [5 -10]% in 2019) .127  
(123)  Thus, while the Transaction will increase Kingspan’s presence in  a number of 
countries  the CEE region  where the Target is active, the merged entity’s market 
shares in the EEA countries  in the region are moderate and only exceed [20- 30]% 
with an increment of more than [5 -10]% in Hungary and Romania, where the 
merged entity will face competition from a number of o ther players.  Even if a wider 
geographic market definition were to be adopted based on a regional cross -border 
market  (within a 400 km and 700 km road distance radius from the Target’s plants ), 
the merged entity’s capacity shares would exceed [20- 30]% with  an increment of 
more than [5 -10]% on the basis of a radius of 400 km and 700 km from the Target’s 
plant in Romania. However, several competitors operate plants within those 
radiuses128 and thus the merged entity will face competition from these players, as 
well as other competitors that deliver their products from plants located outside of these radiuses.  
5.3.2.2. Closeness of competition 
(124)  While Kingspan is a recognised market leader present across the EEA, TeraSteel is a regional player active in the CEE and Southern Europe.  
(125)  As regards the Parties’ presence in the CEE, both Kingspan and TeraSteel operate 
foam sandwich panel production facilities in the region. TeraSteel’s plant is located 
                                                 
126  Form CO, paragraph 179.  
127  Form CO, Table 15.  
128  These competitors include Metal -Steet, Topanel, Romconstruct, Impro, Romatermit, Isopan, TPK, 
Gorstal, Metecno and TechnoPanel (700 km radius) and Metal -Sheet, Topanel, Romconstruct and Impro 
(400 km radius) –  Form CO, Table 10 and Table 11.  
 
27 in Saratel (Romania), while Kingspan operates three plants in Timisoara (Romania), 
Újhartyán (Hungary), and Lipsko (Poland).129 Therefore, both Parties have a local 
presence in the region , which offers benefits such as proximity to customers and 
shorter transport distances .  
(126)  The majority of competitors  in the market investigation  consi dered Kingspan and 
TeraSteel as close competitors in relation to foam sandwich panels .130 For instance, 
one competitor noted: “ Both producers have [the] same range of thicknesses and 
produce PIR and polyurethane .” Another competitor explained: “ Similar to 
Kingspan, Terasteel can supply […]  a full range of thermal insulating panels for 
wall, roof, in PUR, PIR,PIR XV LEAD, Mineral Wool with hidden or visible fixings, 
also with bituminous and other membranes (IsoBit RO and RS) for industrial, 
commercial, agrozootechnical, hygiene and coldstore applications .”131 
(127)  However, only a minority of customers considered Kingspan and TeraSteel as close 
competitors in relation to foam sandwich panels. An overwhelming majority of 
customers that expressed their opinion did not consider the Parties to be close competitors.
132  
(128)  In addition, both competitors and customers indicated other companies as clo ser 
competitors of each Party. Isopan, ArcelorMittal and Brucha are viewed as the top 
competitors of Kingspan.133 Isopan, Topanel and Ar celorMittal are viewed as the top 
competitors of TeraSteel . 134 
(129)  Moreover, m arket participants recognised that the European market leader Kingspan 
has certain advantages, such as economies of scale, technical expertise, a more complete portfolio of products, the ability to provide additional services, as well as its reputation and brand(s).
135 While TeraSteel offers similar products, their quality 
is deemed relatively inferior.136 One competitor noted: “ Both companies have their 
roles in different market segments.  Their offer are more supplementary than 
competing. Kingspan is focused on high standard products whereas Terasteel -W in 
commodity products .”137 
(130)  Furthermore , the Notifying Party submits and the market investigation confirms that 
TeraSteel is largely not acti ve in the specification segment , in which Kingspan is a 
leading player .138  
(131)  In light of the above, the Commission considers that Kin gspan and TeraSteel are not 
close competitors . Moreover, there are other competitors that are viewed as closer, or 
equally clo se, to each Party . 
                                                 
129  Form CO, Table 20.  
130  Q1 Questionnaire to competitors, question C.4.1.  
131  Q1 Questionnaire to competitors, question C.4.1.  
132  Q2 Questionnaire to customers, question C.6.1  
133  Q1 Questionnaire to competitors, question C.2, Q 2 Questionnaire to customers, question C.4.  
134  Q1 Questionnaire to competitors, question C.3, Q2 Questionnaire to customers, question C.5.  
135  Q1 Questionnaire to competitors, question C.5, Q2 Questionnaire to customers, question C.7.  
136  Confirmed non- confi dential minutes of a call with a competitor on 1 .12.2020.  
137  Q1 Questionnaire to competitors, question C.4.  
138  Form CO, paragraph 139, Confirmed non- confidential minutes of a call with a competitor on 1 .12.2020.  
 
28 5.3.2.3. Competitive constraints by the Parties’ competitors post -Transaction  
(132)  The market investigation confirmed that Kingspan’s leading position in some 
markets is very strong, with a very limited number of remaining competitors capable of exercising competitive constraint on Kingspan in those markets. F or instance, 
competitors noted that Kingspan has a dominant position in the UK and Ireland, where prices are considerably higher than in mainland Europe.
139 As one competitor 
noted, referring to Kin gspan’s position in the UK: “ Kingspan's strategy is to step by 
step gain a dominant position within the European market in order to achieve a kind of monopol [y], as already done in the UK, where panel prices are considerably 
higher than in mainland Europe, exactly for that reason.”
140 In addition, Kingspan 
can leverage its size in many ways, for instance by achieving economies of scale, 
having low production costs and logistics advantage, as well as in negotiating better 
prices with raw materials suppliers.141 Thus, it may be difficult for smaller players to 
be able to compete with Kingspan. However, the feedback from market participants 
obtained during the Commission’s market investigation and referring to Kingspan’s 
strong market position in certain EEA countr ies that are not affected by the current 
transaction is not relevant for the assessment of this Transaction as it is not Transaction -specific.  
(133)  Nevertheless, the competitive landscape in relation to foam sandwich panels in the CEE region seems to differ from that in Western Europe or countries like the UK. A majority of competitors considered the CEE market to be very competitive and a majority of customers considered it moderately competitive.
142 As regards the 
countries where plausible affected markets aris e based on volume market shares, 
customers and competitors view the Romanian market as very competitive . The 
Hungarian market is viewed as moderately competitive by a significant number of 
competitors and as very competitive also by a significant number of  competitors. A 
majority of customers consider the Hungarian market as moderately or very 
competitive. The Czech market is viewed as very or moderately competitive by a 
majority of competitors as well as customers. Finally, a  majority of competitors 
consider the Slovak market to be very competitive, while a majority of customers view it as moderately or very competitive.
143  
(134)  Thus, in the CEE region, post -Transaction the merged entity will face competition 
from a number of established players with significant presence in the market for 
foam sandwich panels . The main competitors, also viewed as close competitors of 
the Parties by market participants, are Isopan, Topanel, ArcelorMittal, as well as 
others, such as Brucha.144 
(135)  Isopan, both Parties’ closest competitor , is a particularly  strong player  in the  
countries  in which the Parties’ activities overlap . Isopan’s 2019 volume shares in 
those countries  are listed hereinafter : Austria [10- 20]%, Bulgaria [5 -10]%, 
                                                 
139  Q1 Questionnaire to competitors, question  D.7. 
140 Q1 Questionnaire to competitors, question D.7.  
141  Q1 Questionnaire to competitors, question C.5.1.  
142  Q1 Questionnaire to competitors, question C.1, Q2 Questionnaire to customers, question  C.3. 
143  Q1 Questionnaire to competitors, question C.1, Q2 Q uestionnaire to customers, question C.3.  
144  Q1 Questionnaire to competitors, question C.2 and C.4, Q2 Questionnaire to customers, questions C.3 
and C.5. 
 
29 Croatia  [10- 20]%, Czechia [5 -10]%, Hungary [10- 20]%, Roma nia [10-20]%, and 
Slovakia [10- 20]%.145 
(136)  Topanel , viewed as the Target’s second closest competitor, has also a significant 
presence in the region with 2019 volumes shares of [10- 20]% in Bulgaria, 
[5-10]% in Hungary, [10- 20]% in Romania and [10 -20]% in Slovaki a. 146 
(137)  ArcelorMittal is a vertically integrated player active in most countries in the EEA. In 
the CEE region ArcelorMittal is a particularly strong competitor to the Parties in 
Czechia ( [20-30]% volume share in 2019), Hungary ( [5-10]%  volume share 2019), 
and Slovakia ( [10-20]% volume share in 2019).  
(138)  Brucha is an Austrian privately held  company offering high quality, premium 
sandwich panel products. In the CEE region, Brucha  has strong presence in 
Austria  ([40-50]% volume share 2019), and competes w ith the Pa rties also in 
Croatia  ([0-5]% volume share 2019), Czechia ( [0-5]% volume share 2019), 
Hungary  ([0-5]% volume share 2019), Slovakia ( [0-5]% volume share 2019).147  
(139)  Post-Transaction, the merged entity will only own […]  production lines within 
700 km road dista nce from the Target’s Romanian production facility.148  
(140)  Therefore, the Commission considers that a number of competitors, such as Isopan, 
Topanel, ArcelorMittal and others will be capable of exercising a competitive 
constrain t on the merged entity post -Trans action.   
5.3.2.4. Spare capacity  
(141)  While one competitor considered that the spare capacity in the CEE region is owned 
by Kingspan, t he majority of competitors indicated that they have spare capacity as 
regards the production of foam sandwich panels, ranging from 10 to 50% (relative to 
their size).149 In addition, half of the competitors indicated that they would also be 
able to expand their capacity  in the EEA .150 
(142)  [Information on Target’s business strategy ]. The Notifying Party submits that within 
the coming years, other  competitors will also increase capacity in the CEE region, 
[information on Target’s capacity in the CEE ].151 The Commission’s market 
investigation confirmed that a number of competitors would indeed be able to 
expand capacity or output for the supply of foa m sandwich panels at least in/into 
Romania, Hungary, Slovakia and Czechia.152 Moreover, a majority of competitors 
indicated that they were planning to expand their production of foam sandwich 
panels in the next two years , including in the CEE region.153 
                                                 
145  Form CO, Annex 26.  
146  Form CO, Annex 26.  
147  Form CO, Annex 26.  
148  Form CO, paragraph 173.  
149  Q1 Ques tionnaire to competitors, question C.11.  
150  Q1 Questionnaire to competitors, question C.12.  
151  Form CO, paragraph 196.  
152  Q1 Questionnaire to competitors, questions C.12.2.1- 12.2.4.  
153  Q1 Questionnaire to competitors, question C.20.  
 
30 (143)  Thus, based on the market investigation, the Commission considers that the re is  
currently existing spare capacity in the market and potential capacity expansion by 
competitors, which will be capable of constraining the merged entity’s conduct post -
Transaction.  
5.3.2.5. Barriers to entry  
(144)  The majority of competitors responding to the Commission’s market investigation 
considered that it was difficult or moderately difficult for a producer of mineral fibre 
sandwich panels to start producing foam sandwich panels.154 Market part icipants 
indicated that starting production of foam sandw ich panels takes 12 months to 
2 years and involves an investment of around EUR 1.5 – 3 million. 155  
(145)  Nevertheless , despite identifying the above -mentioned difficulties for starting 
production of foam s andwich panels , a significant number of market participants 
confirmed that there has been market entry during the last 3 years, including in the 
CEE region. 156 According to market participants, recent entrants in the CEE region 
include Romconstruct, Bilka, Impro, Polar, MBS, Buzau Romania, Kamaridis 
Global Wire, Pro Invest Group Romania and Evropan Bulgaria.157 
(146)  In addition, m arket participants indicated that for already existing suppliers of foam 
sandwich panels the most relevant obstacles in order to start se lling foam sandwich 
panels, notably in Romania, Hungary, Slovakia or Czechia are mainly having a sales 
team and established commercial relationships. Investment in machinery/technology, compliance with technical standards and regulatory rules are  also perceived as 
obstacles , but by a smaller number of market participants than those that considered 
sales team as an obstacle.
158 
(147)  Moreover, s everal market participants, including one competitor, noted that EU -
supported funding to expand insulating panel production in the CEE is likely to 
expand production capacity for foam sandwich panels in the region.159 As a result, 
further entry in the CEE region can likely be expected, also due to EU -supported 
funding opportunities.  
(148)  In conclusion, the market investigation confi rmed that entry, especially in the CEE 
region , is not subject  to high barriers and further entry is likely  to take place.  
5.3.2.6. Effects of the Transaction  
(149)  The market investigation confirmed that already pre- Transaction Kingspan is a 
market leader in relation to  foam sandwich panels in the EEA. In particular, 
competitors seem to be wary of Kingspan’s increasing market power gained through acquisitions of competitors in the industry.  
                                                 
154  Q1 Questionnaire to competitors, question C.16.  
155  Q1 Questionnaire t o competitors, question C.15.  
156  Q1 Questionnaire t o competitors, question C.19.  
157  Q1 Questionnaire to competitors, question C.19, Q2 Questionnaire to customers, question C.12.  
158  Q1 Questionnaire to compet itors, question C.15.  
159  Confirmed non- confidential minutes of a call with a competitor on 16.11.2020.  
 
31 (150)  The majority of competitors expect  the transaction to have a negative effect on t heir 
company .160 A competitor expressed their opinion about the impact on their 
company in the CEE region as follows: “ Kingspan's market power is once again 
severely restricting expansion plans for us in the EU market by occupying the small 
market in Romania. If the new acquisition pushes its way to Central Europe with its cheap products, this will damage the acceptance of the product in general, since products of undemanding quality are reputation- damaging. A service that is usually 
offered by regional companies is not to be expected, so that the price pressure will intensify, which, due to the unequal competitive conditions between Central and Eastern Europe, can lead to the abandonment of some companies, which is a high quality loss for our construction industry would. [translated text]”
161  
(151)  Nevertheless, in the first place, while competitors expressed concerns  notably  in 
relation to Kingspan’s further increasing size and market position in Europe, the concerns were not necessarily specific to the countries in  which the Transaction 
leads to affected markets . One competitor indicated, for example, that “[t]his 
acquisition will create an effect to narrow the market in terms of players and Kingspan Group will [obtain] higher market power.”
162 Another competitor 
indicated that “KINGSPAN Group will be stronger. Competition is clearly 
affected .”163 In addition, in several other instances  concerns expressed by 
competitors and customers  were also not Transaction -specific, but specific to the 
Notifying Party ’s numerous acqui sitions  of the preceding decade and to a market 
dynamics in geographic markets not affected by the current Transaction . For 
instance, competitor s based in Western Europe noted that “Kingspan has been 
monopolizing this business for many years […]  They have used their monopoly in 
the UK -Ireland market (80% of the market there) to make excess cash flows and use 
this to buy all competitors around the world without any objection from Europe .”164; 
“Further helping the monopolization of our sector by not blocking any acquisition of 
Kingspan. Incredible that this is still allowed. We cannot understand how Europe 
anti compete laws do not intervene .”165; “All transaction that increase even more the 
size and power of Kingspan in the foam sandwich panel is negative  for 
comp etition .”166 
(152)  In the s econd place, more competitors expect the Transaction to lead to price 
decreases  than price increases .167 A number of competitors anticipate  “more 
aggressive sales/prices ” from the merged entity.  
(153)  In the third place , a majority of competitor s that expressed an opinion expects the 
quality of the products offered by the merged entity to remain the same post -
Transaction. 168  
                                                 
160  Q1 Questionnaire t o competitors, question D.1.  
161  Q1 Questionnaire to competitors, question D.1.  
162  Q1 Questionnaire to competitors, question D.1.  
163  Q1 Questionnaire t o competitors, question D.1.  
164  Q1 Questionnaire to competitors, question D.7.  
165  Q1 Questionnaire t o competitors, question D.1.  
166  Q1 Questionnaire t o competitors, question D.1.  
167  Q1 Questionnaire t o competitors, question D.2.  
168  Q1 Qu estionnaire to competitors, question D.2.  
 
32 (154)  In the fourth place , more than half of the competitors who expressed an opinion 
expect the choice of products offered by th e merged entity to remain the same or to 
increase post -Transaction. 169  
(155)  In the fifth place , the majority of competitors expect innovation by the merged entity 
to remain the same or to increase post -Transaction. 170  
(156)  Moreover and most importantly, the majority  of customers  expect the T ransaction 
(i) to have a neutral or positive effect on their company , (ii) to have  a neutral effect 
on prices and choice, and (iii) to increase quality and innovation in relation to foam 
sandwich panels. 171 
(157)  Thus , the Commission not es that  the feedback as regards the potential effects of the 
Transaction has been mixed . On the one hand, some market participants (mainly 
competitors) expressed some concerns regarding Kingspan’s size and increasing 
market position. On the other hand, mor e competitors expect a price decrease than a 
price increase post -Transaction and even aggressive sales or prices. Moreover, the 
majority of customers expect the Transaction to have a neutral effect on prices and choice and even an increase in quality and i nnovation. 
(158)  Therefore, o n balance, the  Commission considers that the Transaction  would be 
unlikely to lead to the creation or strengthening of a dominant position or to other significant horizontal non-coordinated effects in foam sandwich panels  at a nation al 
or cross -border regional level . 
5.3.3. Conclusion on horizontal non- coordinated effects  
(159)  Based on the considerations presented in paragraphs (113)  - (158)  and in view of the 
results of the market investiga tion and all evidence available to it, the Commission 
considers that  the Transaction does not raise serious doubts as to its compatibility 
with the internal market as a result of horizontal non- coordinated effects in the 
market for foam sandwich panels  at a national or cross -border regional level .  
6. C
ONCLUSION  
(160)  For the above reasons, considering that the Transaction does not raise serious doubts as to its compatibility with the internal market, 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 VEST AGER  
Executive Vice -President  
                                                 
169  Q1 Questionnaire t o competitors, question D.2.  
170  Q1 Questionnaire t o competitors, question D.2.  
171  Q2 Questionnaire to customers, question s D.1 and D2.