Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 24.1.2022  
C(2022 ) 476 final  
PUBLIC VERSION  
 
Faurecia SE  
23-27 avenue des Champs Pierreux  
92000 Nanterre  
France  
Subject : Case M. 10488  - FAURECIA / HELLA   
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 10 December 2021,  the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Faurecia SE (“Faurecia”, France)  intends to  acquire within the meaning of Article 
3(1)(b) of the Merger Regulation sole control of the whole of HELLA GmbH & Co. 
KGaA (“ Hella”  or “Target”, Germany) by way of a purchase of shares and of a 
public bid announced on 27 September 2021 (the “Transaction”). Faurecia is 
designated as the “Notifying Party”  and together with Hella as the “P arties .” 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ’Merger Regulation ’). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( ‘TFEU ’) has introduced certain changes, such as the replacement of  
‘Community ’ by ‘Union ’ and ‘common market ’ by ‘internal market ’. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L  1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE  PARTIE S  
(2) Faurecia is mainly active in the development, manufacture, and supply of 
components for passenger cars and light commercial vehicles sector. Its four main 
business areas are seating, interiors, clean mobility (including solutions to reduce 
emissions and improve energy efficiency and acoustic performance), and electronics 
(in-vehicle infotainm ent, human machine interfaces and connectivity). Faurecia is 
active globally with industrial sites and customers in Europe, North and South 
America, Africa, and Asia.  
(3) Hella is an automotive parts supplier based in Germany. Hella is mainly active in the 
development and production of automotive parts, in particular lighting and electronic 
products. Hella also has two joint ventures, HBPO (a joint venture with Plastic 
Omnium), active in assembly of bumpers, cockpits and centre consoles and BHTC (a 
joint ventur e with Mahle), active in climate control systems and information 
displays.  
2. THE  CONCE NTRATION  
(4) The concentration consists of the acquisition  of sole control by Faurecia over the 
Target through the purchase of 60% of the Target’s shares and by way of a public 
bid announced on 27 September 2021. According to the Share Purchase Agreement, 
dated 14 August 2021 (“SPA”), the Hueck and Röpke family members would sell to 
Faurecia all 60% of Hella’s shares that they own to implement the Transaction. In 
parallel, Faur ecia launched a public tender offer in cash for all remaining shares of 
Hella. The offer was run between 27 September and 11 November 2021. As a result 
of this public offer, Faurecia will hold 79.5% of the shares in Hella upon completion 
of the Transaction  and thus sole control with in the meaning of the Merger 
Regulation.  
(5) In light of the above, the Transaction constitutes a concentration within the meaning 
of Article 3(1)(b) of the Merger Regulation.  
3. UNION  DIME NSION  
(6) The undertakings concerned have a combine d aggregate world -wide turnover of 
more than EUR 2 500 million (Faurecia: EUR 14 654 million, Target: EUR […]) and 
a combined aggregate turnover in excess of EUR 100 million in France (Faurecia: 
EUR […], Target: EUR […]), Germany (Faurecia: EUR […], Target : […]) and Spain 
(Faurecia: EUR […], Target: EUR […]). Each of the undertakings concerned have a 
turnover in excess of EUR 25 million in these three Member States. The notified 
operation therefore has an EU dimension.  
4. MARKE T DE FINITION  
(7) The Parties are both  active as car parts manufacturer s for passenger and light 
commercial vehicles.  The Transaction gives rise to three horizontally affected 
 
 
3 markets concerning centre console assembly, cockpit assembly and interior lighting.3 
Faurecia via its subsidiary SAS p rovides the assembly of interior modules to light 
vehicle and light commercial vehicle OEMs and manufacturers and supplies stand -
alone interior modules such as instrument panels and centre consoles.4 Through its 
33% controlling stake in HBPO, Hella is indirectly active in the markets for the 
assembly of front -end modules and  has limited activity in the assembly of interior 
modules to light vehicle and light commercial vehicle OEMs. Unlike Faurecia, 
HBPO does not manufacture and supply stand -alone interior modules.5 The bulk of 
Hella’s business concerns lighting (mainly exterior lighting, but also interior  
lighting). Faurecia is not active in exterior lighting and while Faurecia ’s activities in 
interior  lighting were  discontinued in mid -2019, it still had residual sales in 2020 and 
2021.6  
4.1. Centre console assembly  
4.1.1.  Product market  
(8) Cockpits and centre consoles are composed of a number of pre -assembled 
components that are delivered to OEMs as a single unit. A  centre console is a 
module installed in the middle of the front of the vehicle, beginning in the cockpit, 
continuing beneath it, and merging with the transmission tunnel which runs between 
the driver and passenger seats. Centre consoles are used as a surf ace for 
instrumentation controls and tend to comprise a variety of storage compartments.7  
4.1.1.1.  The Commission’s previous practice  
(9) The Commission has previously defined centre console assembly services as a 
separate market.8 
4.1.1.2.  The Notifying Party’s view  
(10) The Notifying Party submits that the assembly of interior modules constitutes a 
separate service market, distinct from the market for the supply of the constituent 
interior modules . This is because OEMs issue separate RFQs and enter into separate 
agreements wi th specialized service providers for the supply of the components and 
for the assembly of modules. Therefore, the Notifying Party argues that both from a 
supply and a demand perspective, the assembly of modules is an activity  that is 
separate and non -subst itutable with the manufacturing of the components.9 
(11) The Notifying Party also submits that the markets include both third party 
(merchant) assembly services and the OEM’s in -house assembly. As a vast majority 
of OEMs assemble centre consoles in -house, they do not need external third parties’ 
services. In-house assembly services constitute the strongest competitive constraint 
on the activities of third party providers. The Notifying Party argues that the third -
                                                 
3  The Transaction also gives rise to various vertical links, but none of these give rise to affected markets.   
4  See Form CO, paragraph 218.  
5  See Form CO, paragraph 219.  
6  See Form CO, paragraphs 96 -98. 
7  See Form CO, paragraph 214.  
8  See Case M.9730 - FCA / PSA , paragraph 1727.  
9  See Form CO, paragraph 221 . 
 
 
4 party merchant will install near or at the OEM’s assembly plant after being engaged 
by the OEM and will leave this assembly plant after completing the production .10 
4.1.1.3.  The Commission’s assessment  
(12) In the market investigation, the majority of competitors active in  centre console 
assembly and customers  agreed that the assembly of centre consoles constitutes a 
separate product market. This is because the centre console as a whole has to fulfil 
technical specifications. For example, one competitor  noted that: “Interior centre 
consoles are typically source d separately by OEMs from other automotive interior 
products so should be considered a separate product market. ”11 The majority of 
competitors and customers in the market investigation agreed that the market for 
assembly of interior centre consoles should n ot be further segmented .12  
(13) As regards the question of whether the market for centre console assembly 
comprises of both in -house OEM assembly services and the merchant market, the 
results of the market investigations indicated that  while some OEM customers carry 
out in -house assembly exclusively, others carry out both in -house assembly and also 
outsource to third parties.13 Some, but not all, competitors considered OEMs to  be 
their closest competitor in centre console assembly services.14 
(14) The Commission consid ers that for the purposes of this decision, the exact product 
market definition for centre console assembly can be left open as the proposed 
Transaction does not raise serious doubts as to its compatibility with the internal 
market or the functioning of th e EEA Agreement under any plausible market 
definition . The Commission will therefore assess the effects of the proposed 
Transaction on the basis of (i) a product market for centre console assembly 
comprising of both third -party assembly services and OEM in -house assembly; and 
(ii) separate product markets for third -party centre console assembly services and 
OEM in -house centre console assembly services.  
4.1.2.  Geographic market  
4.1.2.1.  The Commission’s previous practice  
(15) The Commission has previously left the question open whether the geographic 
market for centre console assembly is EEA -wide or global in scope.15 
4.1.2.2.  The Notifying Party’s view  
(16) The Notifying Party considers the relevant market for the centre -console assembly to 
be at least EEA -wide in scope.  The Notifying Party argues, in support of its 
statement, that: (i) OEMs address its RFQs to assembly providers across the EEA, 
regardless of whether they are already operationally close to the relevant OEM’s 
                                                 
10  See Form CO, paragraph 223 . 
11 See reply to question 5 of questionnaire to competitors . 
12  See replies to question 6  of questionnaire to competitor s; see replies to question 6  of questionnaire to 
customers.  
13  See replies to question 17 of questionnaire to customers.  
14  See replies to question 17 and 18 of questionnaire to competitors . 
15  See Case M.9730 - FCA / PSA , paragraphs 1730 et seq . 
 
 
5 plant; (ii) setting up a facility in the vicini ty of the relevant OEM’s plant does not 
require particular investment or time16; (iii) the providers usually have production 
facilities, and supply OEMs, in several EEA Member States; (iv) transport costs are 
insignificant within the EEA, while customs tari ffs and other trade barriers are 
irrelevant and (v) the lack of a significant price difference within the EEA as the 
OEMs usually produce their automobiles with regard to their platforms and these are 
equipped with identical products (so -called common part s principle).17 
4.1.2.3.  The Commission’s assessment  
(17) In the market investigation, a significant  majority of both customers and competitors 
agreed that customers source automotive components  globally .18 Most of the 
competitors’ plants supply their customers from plan ts located both inside and 
outside the EEA.19 However, market participants also highlighted that  depending on 
the particular circumstances, an OEM might have a more differentiated sourcing 
strategy. For example, one competitor noted that: “ Sometimes custome rs source 
automotive components for one unique geographical region not being EEA, such as 
NAFTA, India or China. In other cases, OEMs produce same car in different 
production places for different markets, and they may chose one unique supplier for 
one prod uct to deliver in global basis, or several suppliers located in different 
regions .”20 However, concerning the assembly of centre consoles , both competitors 
and customers also highlighted that a location close to the OEMs is necessary 
regarding the just in t ime-character of assembly services.21  
(18) The Commission considers that for  the purposes of this decision, the exact 
geographic market definition can be left open as to whether the geographic market 
definition is EEA -wide, or global , as the proposed Transactio n does not raise serious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible market definition.  
4.2. Cockpit assembly  
(19) Depending on the vehicle type, a modern cockpit consists of the instrument pane l, 
steering column, HVAC unit, cable wire harness, ventilation channel, front 
passenger airbag(s), glove compartment, combined instruments, navigation system, 
several switches and trim strips and a dashboard. Other technologies (e.g., assistance 
and infota inment systems) are often integrated into or connected to the cockpit in 
modern vehicles.22 
                                                 
16  Typically, a centre console assembly line will require an investment of […] and preparations commence 
approximately 15 to 18 months before start of production, see Form CO, paragraph 227.  
17  See Form CO, paragraphs 225 -227. 
18  See replies to question 14  of questionnaire to competitors; see replies to question 14 of questionnaire to 
customers.  
19  See replies to question 15  of questionnaire to competitors . 
20  See reply to question 14 of questionnaire to competitors.  
21  See replies to questions 14.2 and 15.1 of questionnaire to competitors; see reply to question 14.2 of 
questionnaire to customers.  
22  See Form CO, paragraph 213.  
 
 
6 4.2.1.  Product market  
4.2.1.1.  The Commission’s previous practice  
(20) In previous decisions, the Commission has considered cockpit module assembly 
services to be a separate product market.23 
4.2.1.2.  The Notifying Party’s view  
(21) The Notifying Party submits that the assembly of cockpits forms a separate product 
market disti nct to centre -console assembly  as OEMs generally issue distinct RFQs 
for these and cockpit assemb ly has  a more complex natu re compared to centre 
consoles.24 As with the relevant mark et for centre  console assembly , the Notifying 
Party is of the opinion that the market includes both third -party assembly services 
and the OEMs in -house assembly.25 
4.2.1.3.  The Commission’s assessment  
(22) In the market investigation, a significant majority of both customers and competitors  
agreed that the cockpit assembly constitutes a separate product market.26 Due to the 
high level of complexity, global suppliers must have specific so -called “tier 0.5” 
capabilities and knowledge. One competitor noted that: “[The] Assembly of cockpit 
modules requires unique assets and capabilities, including the effective management 
of just -in-time (JIT), just -in-sequence (JIS) processes and the associated logistics 
and IT c apabilities, in order to deliver highly complex assemblies to OEM customers 
with a broadcast window that is typically measured in just a few hours.”27 In 
addition, most competitors and customers do not consider that the market for the 
cockpit assembly shoul d be further segmented. This is because, as one competitor 
noted, ““Assembly of Cockpit Modules” is a specific business model”  and called as 
such by OEMs.28  
(23) As regards the question of whether the market for cockpit assembly comprises of 
both in -house OEM a ssembly services and the merchant market, the results of the 
market investigations indicated that w hile some OEM customers carry out in -house 
assembly exclusively,  others carry out both in -house assembly and also outsource to 
third parties.29 The majority o f competitors  considered OEMs to be their closest 
competitor in cockpit assembly services.30 
(24) The Commission considers that for the purposes of this decision, the exact product 
market definition for cockpit assembly can be left open as the proposed Transaction 
does not raise serious doubts as to its compatibility with the internal market or the 
                                                 
23  See Case M.9730 - FCA / PSA , paragraph 1727.  
24  See Form CO, paragraph 221 . 
25  See Form CO, paragraphs 223. 
26  See replies to question 7 of questionnaire to competitors; see replies to question 7 of questionnaire to 
customers.  
27  See replies to question 7  of questionnaire to competitors;  see replies to question 7  of questionnaire to 
customers.  
28  See replies to question 8  of ques tionnaire to compet itors; see replies to question 8  of questionnaire to 
customers.  
29  See replies to question 22  of questionnaire to customers.  
30  See replies to question 23  of questionnaire to competitors  
 
 
7 functioning of the EEA Agreement under any plausible market definition. The 
Commission will therefore assess the eff ects of the proposed Transaction on the 
basis of (i) a p roduct market for cockpit  assembly comprising of both third -party 
assembly services and OEM in -house assembly; and (ii) separate product market s for 
third-party cockpit  assembly services and OEM in -house cockpit  assembly services.  
4.2.2.  Geographic market  
4.2.2.1.  The Commission’s previous practice  
(25) Previously, the Commission has considered the market for the assembly of cockpits 
to be at least EEA -wide in scope.31 
4.2.2.2.  The Notifying Party’s view  
(26) The Notifying Party agrees  with these findings.32  
4.2.2.3.  The Commission’s assessment  
(27) In the market investigation, a significant majority of both customers and competitors 
agreed that customers source automotive components globally.33 Most of the 
competitors’ plants supply their customers from plants located both inside and 
outside the EEA.34   
(28) The Commission considers that for the purposes of this decision, the exact 
geographic market definition can be left open as to whether the geographic market 
definition is EEA -wide, or global, as the p roposed Transaction does not raise serious 
doubts  as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible market definition.  
4.3. Interior lighting  
(29) Interior lighting i ncludes products used to illuminate  the vehicle’s passenger 
compartment, either for functional,  ambient or aesthetic purposes. These products 
can be attached to various parts of the car’s interior, including door panels, 
instruments panels, and centre  consoles. Interior lighting products include  LED 
modules and lighting guides, which achieve ambient lighting; lighting  bulbs, lights 
integrated in the driver’s overhead console and in the rear seats (overhead lights); 
and “smart lights”.  
4.3.1.  Product market  
4.3.1.1.  The Commission’s previous practice  
(30) The Commission has not previously considered the product market for interior 
lighting.  
                                                 
31  See Case M.9730 - FCA / PSA , paragraphs 1730 et  seq.; Case M.800 – Siemens / Sommer Allibert , 
paragraph 15; Case M.2059 – Siemens / Dematic / VDO / Sachs , paragraphs 122 -125. 
32  See Form CO, paragraph 227.  
33  See replies to question 14  of questionnaire to competitors; see replies to question 14 of questionnaire to 
customers.  
34  See replies to question 15  of questionnaire to competitors . 
 
 
8 4.3.1.2.  The Notifying Party’s view  
(31) The Not ifying Party considers that interior lighting products belong to a separate 
market than interior car trims and parts; a further sub -segmen tation is not necessary. 
This is because, from a demand -side perspective, OEMs procure interior lighting 
products (often in packages) separately from car trims and other interior parts.35 
4.3.1.3.  The Commission’s assessment   
(32) In the market investigation, a significant majority of both competitors and customers 
agreed on interior lighting constituting a separate product market.36 This is because 
different requirements apply to interior and exterior lighting as they fulfil differe nt 
purposes . In this context, one competitor mentioned: “Exterior lighting needs to 
illuminate the road (headlights) and ensure visibility of the car to other road users 
(head and rear lights) and in different conditions (fog and distance lights) and 
circu mstances (indicators, adaptive curve lights). Interior lights are either comfort 
lights for reading or while entering the car or (LED) lights spread throughout the 
car as a design feature or to illuminate e.g. the glove department and as such serve 
differe nt purposes.”37 While customers  do not consider it appropriate to further sub -
segment the interior lighting market,38 some competitors highlight that there could 
be a further sub -segmentation by the purpose or the position of the light .39  
(33) The Commission cons iders that for the purposes of this decision, the exact product 
market definition for interior lighting can be left open as the proposed Transaction 
does not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EE A Agreement under any plausible market definition.  
4.3.2.  Geographic market  
4.3.2.1.  The Commission’s previous practice  
(34) The Commission has not previously considered the geographic market for interior 
lighting products.   
4.3.2.2.  The Notifying Party’s view  
(35) The Notifying Party submits that the market for interior lighting products is at least 
EEA-wide and likely even global in scope. This is because of the following reasons: 
(i) all main competitors of interior lighting products of the Notifying Party operate  
and supply OEMs globally, (ii) there is no difference in technical standards, customs 
duties, or any significant regulatory barriers to trade globally, (iii) the products and 
the manufacturing processes are the same, (iv) transportation costs are low, and  the 
                                                 
35  See Form CO, paragraphs 88 et seq . 
36  See replies to question 9 of questionnaire to competitors; see replies to question 9 of questionnaire to 
customers.  
37  See replies to question 9  of questionnaire to competitors; see replies to question 9 of questionnaire to 
customers.  
38  See replies to question 10  of questionnaire to customers.  
39  See replies to question 10 of questionnaire to competitors.  
 
 
9 transportation of these components is convenient and (v) worldwide prices of 
lighting products are roughly equivalent.40 
4.3.2.3.  The Commission’s assessment   
(36) In the market investigation, some customers and competitors indicated that the 
geographic market for i nterior lighting  could be global . Due to the small size of 
lighting products and, thus, low transport costs, a worldwide production and delivery 
is possible . However, other customers and competitors pointed towards an EEA -
wide market, noting that technical  requirements of the lighting products differ per 
region and that  some OEMs source only EEA -wide.41 
(37) The Commission considers that for the purposes of this decision, the exact 
geographic market definition can be left open as to whether the geographic market 
definition is EEA -wide, or global, as the proposed Transaction does not raise serious 
doubts as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any of those  market definition s. 
5. COMPE TITIVE ASSE SSME N T OF HORIZONTA L NON -COORDINATE D E FFE CTS  
5.1. Introduction  
(38) The Transaction gives rise to three horizontally affected markets in the EEA: (i) the 
market for centre console assembly; (ii) the market for cockpit assembly; and (iii) 
the market for interior lighting.  
5.2. The Notifyin g Party’s views  
(39) The Notifying Party submits that the Transaction will not result in horizontal 
competition concerns, given that the Parties are not close competitors (their product 
portfolio being largely complementary), with the Transaction giving rise on ly to a 
very minor increment in their combined market share  in the respective affected 
markets .  
(40) Taking e ach of the affected markets  in turn, as regards centre console  and cockpit  
assembly , the Notifying Party considers that the se market s encompass  both in -house 
and third party assembly services. The markets are very volatile as OEMs easily 
switch from in -house assembly to outsourcing and vice versa.42 On the basis of a 
combined OEM/third party market  in centre console assembly , the T ransaction 
would  give rise to a very low market share ( [0-5]% at EEA level), with a limited 
increment ( [0-5]% at EEA level ) in 2020 .4344 A combined OEM/third party market 
in cockpit assembly would  also give rise to a low market share ( [10-20]%  at EEA 
                                                 
40  See Form CO, paragraph 94.  
41  See replies to questions 14.2 and 15.1 of questionnaire to competitors; see replies to question 14.2 of 
questionnaire to customers.  
42  See Form CO, paragraph 237.  
43  See Form CO, Table 23.  Faurecia is only active in centre console assembl y in the EEA.  
44  Regarding 2018 and 2019, the market shares for centre console assembly including OEM assembly 
services at EEA level are [0-5]% and [5-10]%  respectively with an increment of [0-5]% and [0-5]% 
respectively, see Form CO, Tables 24 -25. 
 
 
10 level and [5-10]%  at glob al level ), with a limited increment ( [0-5]% at EEA level 
and [0-5]% at global level ) in 2020 .4546 The Notifying Party argues that n o concerns 
would arise either if one were to exclude in -house OEM assembly and consider only 
a merchant market. In that case, the Transaction would give rise to an increment of 
[0-5]% for centre console assembly (combined share of [30-40]% ) in the EEA  in 
2020  and an increment of [0-5]% for cockpit assembly (combined share of [40-
50]% ) in the EEA  in 2020 . At a global level, the Transaction would give rise to an 
increment of [0-5]% for cockpit assembly (combined share of [20-30]% ) in 2020 .47 
48  
(41) The Parties are not close competitors, as HBPO focuses on the assembly of front -end 
modules and its activities in assembly of interior modules are ancillary and 
marginal.49 The Parties also compete primarily with the OEMs’ own assembly 
capabilities.50 They also compete with strong assembly services providers in the 
EEA and globally,  including Marelli, Yangfeng, SMP Auto motive, IAC, 
Dräxlmaier.51  
(42) With regard to interior lighting, the Notifying Party notes that the horizontal overlap 
between the Parties is immaterial. The Notifying Party discontinued its limited 
activities in interior lighting in mid -2019, and has since ma de no marketing efforts 
and has only residual revenues [expected evolution of sales and purchases]  in this 
segment. Moreover, even if this was considered as a horizontal overlap going 
forward, the Notifying Party submits that, based on  2020 sales, the Targ et’s EEA 
estimated market share was [20-30]% , whereas the Notifying Party’s estimated 
market share was [0-5]%. The Notifying Party also does not expect the combined 
market share in the EEA to exceed 30% in the near future (2021 -2024).52 Post-
Transaction, th e Notifying Party will thus continue to compete with strong players 
active in interior lighting (e.g. Grupo Antolin, Dräxlmaier, Kostal, Valeo, 
Marquardt, and Yangfeng).  
5.3. The Commission’s assessment  
5.3.1.  Centre console assembly  
(43) The Commission notes that should the market for centre console assembly services 
comprise of both in -house OEM assembly and the merchant market, the proposed 
Transaction would not give rise to an affected market, with a combined market share 
at EEA level o f [0-5]%. Even if however there were to be separate product markets 
                                                 
45  See Form CO, Table 23.  
46  Regarding 2018 and 2019, the market shares for cockpit  assembly including OEM assembly services at 
EEA level are [10-20]%  and [10-20]%  respectively with an increment of [0-5]% and [0-5]% respectively, 
see Form CO, Tables 24 -25. 
47  See Form CO, paragraph 241 ; see Form CO, Tables 34, 35, 38.  
48  Regarding 2018  and 2019 , the market shares for centre console assembly excluding OEM assembly 
services at EEA level are [30-40]%  and [30-40]%  respec tively with an increment of [0-5]% and [0-5]% 
respectively, see Form CO, Tables 39-40. The market shares for the cockpit assembly excluding OEM 
assembly service s for 2018 and 2019 at EEA level are [50-60]%  and [50-60]%  respectively with an 
increment of [0-5]% and [0-5]% respectiv ely, see Form CO, Tab les 36 -37. 
49  See Form CO, paragraph 244.  
50  See Form CO, paragraph 242.  
51  See Form CO, paragraph 243.  
52  See Form CO, paragraph 100 . 
 
 
11 for OEM in -house assembly  and the merchant market, the Commission considers 
that the Tr ansaction should  not give rise to competition concerns for the following 
reasons.  
(44) The Commission notes that Faurecia (via SAS ) is the leading  centre console 
assembly services provider on the merchant market in the EEA, with a market share 
of [30-40]% . The next largest competitors according to the Parties’ market share data 
are Group SeSe [30-40]%  and Dräx lmaier [20-30]% . HBPO is significantly smaller, 
with a [0-5]% market share and the increment provided by the Transaction is 
therefore limited  (combined share of [30-40]% ). A majority of competitors  
confirmed that  the Parties were not close competitors in c entre console assembly 
services.53 For example, one competitor noted that: “ Hella is a specialist in interior 
lighting. Faurecia is not a specialist in interior lighting. Faurecia is a specialist in 
interior components and in interior assembly. Hella is no specialist in this .”54 A 
majority  of customers replying to the market investigation did however consider that 
the Parties are close competitors in this market.55  
(45) The Commission also  notes that there are several alternative assembly providers in 
the EEA that  are able to provide a competitive constraint to the merged entity, 
including  Dräxelmaier , Grupo Sese,  Grammer, Yanfeng and Grupo Antolin.56 A 
majority of both customers and competitors considered that there are sufficient 
competitors, besides the Parties, to provide centre console assembly services.57 In 
addition, in-house OEM assembl y can be considered to provide a competitive 
constraint to assembly service providers.  While some OEMs carry out in -house 
assembly exclusively, others also outsource assembly se rvices .58 Several  competitor s 
considered OEMs to be their  closest competitor s.59  
(46) In view of the above, the Commission concludes that the Transaction does not raise 
serious doubts as to its compatibility with the internal market and the functioning of 
the EE A Agreement both in relation to the market for centre console assembly 
services in the EEA and in relation to a potential separate merchant market for centre 
console assembly services.  
5.3.2.  Cockpit assembly  
(47) Similarly to centre console assembly services, t he C ommission notes that should the 
market for cockpit assembly services comprise of both in -house OEM assembly and 
the merchant market, the proposed Transaction would not give rise to an affected 
market, with a combined market share at EEA level of [10-20]% . Even if however 
there were to be separate product markets for OEM in -house assembly and the 
merchant market, the Commission considers that the Transaction should not give rise 
to competition concerns for the following reasons.  
                                                 
53  See replies to questions 17 and 22  of questionnaire to competito rs; see replies to question 21  of 
questionnaire to cus tomers.  
54  See reply to question 22 of questionnaire to competitors . 
55  See replies to question 21 of questionnaire to customers.  
56  See replies to question 17 of questionnaire to competitors.  
57  See replies to question 19 of questionnaire to customers and question 20 of questionnaire to competitors.  
58  See replies to question 17  of questionnaire to customers.  
59  See replies  to question 17 and 18 of questionnaire to competitors . 
 
 
12 (48) Faurecia (via SAS) is the lea ding cockpit assembly service provider on the merchant 
market in the EEA, with a market share of [40-50]% . The next largest competitors 
according to the Parties’ market share data are IAC [10-20]% , SMP [10-20]% , and 
Dräxelmaier [5-10]% . HBPO is significant ly smaller, with a [0-5]% market share 
and the increment provided by the Transaction is therefore limited  (combined share 
of [40-50]% ). A majority of competitors  confirmed that that the Parties were not 
close competitors in cockpit assembly services.60 For example, one competitor noted 
that: “ Faurecia/SAS is the number 1 global (non -OEM) supplier of cockpit module 
assemblies but Hella is not a significant player in this market .”61 Another noted that: 
“Hella does not assemble Cockpits. They produce Lighting for Cockpits that used to 
be a different commodity sourced by OEMs as Directed Purchase component of the 
Cockpit. In these regards, both Parties are not competitors .”62 A m ajority  of 
customers replying to the market investigation did however consider that t he Parties 
are close competitors in this market.63  
(49) The Commission also notes that there are several alternative assembly providers in 
the EEA that are able to provide a competitive constraint to the merged entity, 
including  IAC, Dräxelmaier , SMP, Yanfeng a nd Grupo Antolin.64 In addition, in -
house OEM assembly can be considered to provide a competitive constraint to 
assembly service providers. While some OEMs carry out in -house assembly 
exclusively, others also outsource assembly services.65 Several  competitor s 
considered OEMs to be their closest competitor s.66  
(50) In view of the above, the Commission concludes that the Transaction does not raise 
serious doubts as to its compatibility with the internal market and the functioning of 
the EEA Agreement both in relatio n to the market for cockpit  assembly services in 
the EEA and in relation to a potential separate me rchant market for cockpit  assembly 
services.  
5.3.3.  Interior lighting  
(51) The Commission considers that the Parties’ activities in interior lighting do not give 
rise t o horizontal concerns.  
(52) First , interior lighting is not a core business area of either Party. Within the overall 
lighting segment, […] of the Target’s sales pertain to exterior lighting, in which the 
Notifying Party is not active. Only the remaining […] represents interior lighting 
sales (of which, approx . EUR […] were generated in 2020 in the EEA ). For the 
Notifying Party, sales in interior lighting are even less prominent: between 2016 and 
2019, one of its divisions had very limited activities in interior lighting, and the 
division was discontinued in 2019. The Notifying Party’s residual sales in this area 
in 2020 and 2021 are a consequence of the bidding nature of these markets (i.e. 
previous ly won RFQs), and the Notifying Party [expected evolution of sale s and 
                                                 
60  See replies to questions 17 and 27 of questionnaire to competitors; see r eplies to question 28 of 
questionnaire to customers.  
61  See reply to question 27  of questionnaire to competitors . 
62  See reply to question 27 of questionnaire to competitors.  
63  See replies to question 26 of questionnaire to customers.  
64  See replies to qu estion 17 of questionnaire to competitors.  
65  See replies to question 22  of questionnaire to customers.  
66  See reply  to question 23 of questionnaire to competitors . 
 
 
13 purchases]67. Moreover , the Notifying Party has never manufactured interior lights, it 
has always purchased them from other suppliers for resale , and its offering does not 
include overhead and smart lights.68 
(53) Second , the estimated combined market share  of the Parties in the EEA was below 
30% in 2020, with a negligible increment brought by Faurecia [0-5]%. Moreover, 
both Parties’ market shares have decreased (the Target’s market share was [30-40]%  
in 2019, while it dropped to [20-30]%  in 2020; and Faurec ia’s market share dropped 
from [0-5]% to [0-5]% between 2019 and 2020). Faurecia’s negligible and 
decreasing market share is in line with the Notifying Party’s explanation that interior 
lighting is a residual business area for its company , with only margin al revenues 
generated from free -purchases to third -party manufacturers (Faurecia does not, and 
has never produced, interior lights in -house).  
(54) Third , respondents to the Commission’s market investigation confirmed that 
Faurecia is not a specialist in interio r lighting and that there are sufficient alternative 
suppliers of interior lights (“ In the absence of Hella, […] has the capability to either 
produce the products supplied by Hella in -house or source them to another tier 2 
supplier ”).69 
(55) Fourth , the merged e ntity will continue to face competitive pressure in the EEA 
from several alternative large  suppliers of interior lights  with market shares ranging 
from 10% to 25% (e.g. Grupo Antolin had a market share of [20-30]%  in the EEA in 
2020, while a number of other competitors were also present with market shares 
around 10% respectively - Dräxlmaier, Kostal, Marquardt, and Valeo).  
(56) In view of the above, the Commission concludes that the Transaction does not raise 
serious do ubts as to its compatibility with the internal market and the functioning of 
the EEA Agreement in relation to the market for interior lighting in the EEA.  
                                                 
67  Unlike directed purchases, with free purchases, the Tier 1 supplier is free to choose i ts Tier 2 supplier for 
a specific component and is not directed or limited in his choice by the OEM, see Form CO, paragraph 54.  
68  When so directed by an OEM (and only then), Faurecia occasionally also include  interior lighting as part 
of its indoor panels. In 2020, Faurecia purchased […] (directed buys) of interior lighting products for 
integration in its interior panels globally. Form CO, paragraph 81.  
69  See replies to question 28 of questionnaire to competit ors. Also customers responding to the market 
investigation were in line with this, e.g. “ Hella is a key player in this space, however, there are 
competitors in interior lighting that can also manufacture interior lighting components. With validation, 
other  suppliers could also support our applications ”, see replies to question 27.1 of questionnaire to 
customers.  
 
 
14 6. CONCLUSION  
(57) For the above reasons, the European Commission has decided not to oppose the 
notified oper ation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President