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, 20.12.2019  
C(2019 ) 9496 final  
PUBLIC VERSION  
 
 
To the notifying p arty 
Subject : Case M. 9584  – Hutchinson / PFW Aerospace  
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 15 November 2019,  the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Hutchinson Holding GmbH (‘Hutchinson’, Germany), controlled by TOTAL S.A. 
(France)  intends to acquire by way of purchase of shares sole control o ver PFW 
Aerospace GmbH (‘PFW’, Germany), within the meaning of Article 3(1)(b) of the 
Merger Regulation  (hereinafter, the ‘Transaction’).3 Hutchinson is hereinafter referred 
to as the ‘Notifying Party’ and together with PFW as the ‘Parties’.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation ’). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( ‘TFEU ’) has introduced certain changes, such as the 
replacement of  ‘Community ’ by ‘Union ’ and ‘common market ’ by ‘internal market ’. The terminology 
of the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p . 3 (the ‘EEA Agreement’).  
3  Publication in the Official Journal of the European Union No C 398 , 25.11. 2019 , p. 5. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  
(2) Hutchinson  is active in the worldwide supply of premium elastomer products, 
including sealing solutions, vibration, acoustic  and thermal insulation and fluid 
transfer systems for the aerospace industry.  
(3) PFW  is active in the worldwide supply of tubes and ducts for the aerospace industry, 
as well as aero -structure components.  It is currently majority owned by Airbus.  
2. THE CONCENTRATION  
(4) Pursuant to a share purchase agreement dated 13 September 2019, Hutchinson will 
acquire  100% of the shares in PFW. The completion of the proposed Transaction 
will therefore result in Hutchinson acquiring sole control over PFW within the 
meani ng of Article 3(1)(b) of the Merger Regulation.  
(5) The proposed Transaction therefore  constitutes  a concentration pursuant to Article 
3(1)(b) of the Merger Regulation.  
3. UNION  DIMENSION  
(6) The undertakings concerned have a combined aggregate worldwide  turnover of more 
than EUR 5 000 million4 (TOTAL S.A., including Hutchinson: EUR [200 000 -300 
000] million, PFW: EUR [400-450] million). Each of them has a Union -wide 
turnover in excess of EUR 250 million (TOTAL S.A., including Hutchinson: EUR 
[100 000 – 150 000]  milli on, PFW: EUR [300 -350] million), but they do not 
achieve more than two -thirds of their aggregate Union -wide turnover within one and 
the same Member State.  
(7) The notified operation therefore has a Union dimension  pursuant to Article 1(2) of 
the Merger Regul ation .  
4. COMPETITIVE ASSESSMEN T 
(8) The Parties are both active in the production and supply of tubes and ducts for air 
and fluid conveyance systems in the aerospace industry. The Parties also supply 
hoses  to the aerospace industry , though PFW only resells limi ted volumes procured 
from third parties.5 Likewise, the Parties supply a limited range of other – and 
different – connectors.6 
(9) Tubes and ducts are typically used in the aerospace industry for either high -pressure 
applications (e.g. hot air and air conditioning systems, mufflers and bleed air 
routings) or low -pressure applications (e.g. transportation of air, water and fuel). 
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C 95,  16.4.2008, p. 1).  
5  In 2018, Hutchinson produced and supplied hoses accounting for sales below EUR [0-10] millions, 
and PFW resold hoses for less than EUR [0-10] million.  
6  Hutchinson supplies clamps and brackets, whereas PFW only supplies connectors f or the Airbus 
A350 wing fuel system.  
 
 
3 Likewise, they can be manufactured by using  either metallic or non-metallic 
(composite/thermoplastic) materials. The overlap between the Parties’ activities 
relates in essence to non -metallic/composite tubes, which are used primarily for low -
pressure applications.  
(10) In addition, Hutchinson and PFW manufacture and supply ot her aircraft components. 
According to the Parties, however, these components are distinct and independent 
from each other. In particular, t he Notifying Party submits that the aero -structures 
supplied by PFW are not linked to any of the components supplied by Hutchinson, 
and that they are not part of common sub -system s.7  
(11) The Notifying Party therefore submits that there is no overlap between the Parties’ 
product portfolios  in relation to other aircraft components , as apparent  from Figure 
1.  
Figure 1 – Other aerospace components supplied by the Parties  
 
Source: Form CO, paragraph 105.  
(12) The Commission’s market investigation did not reveal horizontal  or vertical overlaps 
between the Parties with respect to any of the products listed in Figure 1. In contrast, 
the market investigation reveal ed the existence of a vertical relation between 
Hutchinson’s production of aerospace seals and PFW’s activities , as discussed 
further below in Sections 4.1.1.6 and 4.2.2.2.  
(13) As a result , the competitive assessment of the Transaction  will address the  horizontal 
overlap between the Parties’ activities in the supply of aerospace tubes and ducts , as 
well as the vertical link with regard to  of aerospace seals  since  Hutchinson is a 
manufacturer and supplier of elastomer -based seals, including for the aeros pace 
industry, while PFW is a customer of seals’ providers.  
4.1. Market definition  
4.1.1.  Product market s 
(14) The Notifying Party submits that the relevant product market for the purpose of 
assessing the horizontal overlap between the Parties’ activities, which pertains 
essentially to the supply of non -metallic tubes, is that of aerospace tubes and ducts 
combined, including hoses and other components necessary for the connection of the 
                                                 
7   Form CO, paragraphs 104 -106. 

 
 
4 tubes and ducts to a system . However, the Notifying Party also suggested  a number 
of alt ernative segmentations , which  will be discussed throughout this section. The 
various segmentations discussed below are therefore merely alternative inasmuch as 
they aim to frame in different ways the assessment of the horizontal overlap brought 
about by the Transaction in relation to non -metallic tubes .  
4.1.1.1.  Tubes and ducts  
(15) In previous decisions, the Commission has considered that each aerospace 
component is a market in itself essentially on the basis that each component 
performs a distinct and vital function  in the operation of the aircraft type it is used  
for, and is airframe -specific  (that is to say, engineered  for a specific aircraft 
platform ).8  
(16) The Notifying Party submits that the relevant product market in the present case is 
that of aerospace tubes and  ducts combined, including hoses and other components 
(e.g. connectors) necessary for the connection of the tubes and ducts to a system.9 
(17) Alternatively, t he Notifying Party submits that aerospace tubes (including hoses) on 
the one hand, a nd ducts (and othe r connectors)  on the other hand, could constitute 
separate relevant product markets.10 In any event , the Notifying Party is of the view 
that the exact product market definition can be left open , as no competition concerns 
arise under any alternative product  market definition.11 
(18) In its investigation , the Commission inquired into a possible segmentation between  
the supply of aerospace tubes , on the one hand , and aerospace ducts , on the other  
hand .  
(19) The majority of respondents to the Commission’s market investig ation that 
expressed an opinion on this point indicated that tubes and ducts for air and fluid 
conveyance in the aerospace industry constitute separate product markets, and are 
sourced separately.12  
(20) In any event , for the purpose of this decision , the exact product market definition 
with respect to tubes and ducts can be left open , as the outcome of the competitive 
assessment would be the same under any plausible alternative product market 
definition , i.e., irrespective of whether tubes and ducts are considered to belong to 
one or separate markets . 
4.1.1.2.  Tubes and hoses  
(21) In the past, t he Commission has considered that aerospace tubes and hoses constitute 
a single  relevant  product market because: (i) they convey the same function and are 
manufactured using  the same technology irrespective of the system or the type of 
aircraft for which they are designed; and (ii) they are commonly manufactured to 
                                                 
8  For example, Commission decision of 1 July 2013 in Case M.6844 – GE/Avio , paragraph 17 (and 
references provided there).   
9  Form CO, paragraph 79.  
10  Form CO, paragraphs 84 et seq.  
11  Form CO, paragraph 80.  
12  Questionnaire to customers and competitors, replies to questions 4 and 4(2).  
 
 
5 standard specifications approved by the OEM manufacturers for a range of pressure 
applications.13  
(22) In its  investi gation, the Commission inquired into a possible segmentation between  
the supply of tubes , on the one hand, and the supply of hoses , on the other hand, all 
for air and fluid conveyance  in the aerospace industry.   
(23) The majority of respondents who expressed a n opinion o n this point also considered 
tubes and hoses for air and fluid conveyance in the aerospace industry to belong to 
the same product market , although these components tend to be procured separately . 
However, c ertain respondents argued that tubes and  hoses belonged to different 
product markets  because of the materials used, or different product characteristics .14 
(24) In any event , for the purpose of this decision, the exact product market definition 
with respect to tubes and hoses can be left open as the outcome of the competitive 
assessment would be the same under any plausible alternative product market 
definition , i.e., irrespective of whether tubes and hoses are considered to belong to 
one or separate markets . 
4.1.1.3.  Ducts and connectors   
(25) In previous decision s, the Commission has considered that each aerospace 
component is a market in itself , essentially on the basis that each component 
performs a distinct and vital function in the operation of the aircraft type it is used  
for, and is airframe specific.15  
(26) The Notifying Party submits that  ducts and other connectors constitute a single 
relevant product market .16  
(27) In its  investigation, the Commission inquired into a possible segmentation between  
the supply of ducts , on the one hand, and the supply of connectors , (e.g., flanges, 
clamps, end fittings or ferrules) , on the other hand, all for air and fluid conveyance in 
the aerospace industry.  
(28) The feedback received from the market investigation was mixed  on this point . While 
a majority of respondents  that expressed an o pinion  indicated that ducts and 
connectors belong to the same product market, a number of respondents indicated 
that these components ha ve different product applications and characteristics.17 
Further, the majority of respondents who expressed an opinion in dicated  that the 
procurement for ducts and connectors can be carried out either separately or in 
combination.18 
(29) In any event , for the purpose of this decision, the exact product market definition 
with respect to ducts and connectors can be left open as the outcome of the 
                                                 
13  Commission decision of 21 December 2017 in Case M.8425 – Safran / Zodiac Aerospace , para. 211.   
14  Questionnaire to customers and competitors, rep lies to questions 5 and 5(2).  
15  See, e.g., Commission decision of 1 July 2013 in Case M.6844 – GE / Avio , para. 17 (and references 
provided there).   
16  Form CO, paragraphs 84 et seq.  
17  Questionnaire to customers and competitors, reply to question 6.  
18  Questionnaire to customers and competitors, reply to question 6(2),  
 
 
6 competitive assessment would be the same under any plausible alternative product 
market definition , i.e., irre spective of whether ducts and connectors are considered 
part of the same or separate markets . 
4.1.1.4.  High -pressure vs low -pressure tubes and ducts  
(30) In previous decisions, the Commission has considered that high -pressure and low -
pressure components could constitute different markets, as there is limited  demand -
side substitutability between them.19 
(31) The Notifying Party submits that , alternatively , high-pressure tubes, low -pressure 
tubes, high -pressure ducts, and low -pressure ducts  could constitute separate relevant 
product markets.20  
(32) The Notifying Party submits that there is no industry standard to differentiate 
between high - and low -pressure tubes, and hi gh- and low -pressure ducts, although 
the intended application could be a reasonable criterion for differentiation  (i.e. high-
pressure applications include hot air and air conditioning systems, mufflers and 
bleed air routings, whereas low -pressure applicati ons include transportation of air, 
water and fuel).21 
(33) In its investigation , the Commission inquired into a possible segmentation of the 
supply of tubes and ducts for air and fluid conveyance in the aerospace industry 
between  high-pressure and low-pressure a pplications . 
(34) Regarding tubes, the majority of respondents who expressed an opinion on  this point 
considered high -pressure tubes and low -pressure tubes to constitute separate product 
markets, in view of their different characteristics. As one respondent poi nted out: 
“High pressure and low pressure tubes are complementary products with distinctly 
different and separate technical and procurement drivers ”. Another respondent 
indicated  that: “High and low pressure tubes can be defined as separate markets 
because  diameter, fluid type and material construction are frequently different 
between high and low pressure tubes ”.22 
(35) Regarding ducts,  the vast majority of respondents who expressed an opinion on  this 
point considered high -pressure ducts and low -pressure ducts to constitute separate 
product markets, in view of their limited substitutability in terms of technical 
characteristics (e.g., resistance), design and manufacturing  process .23 
(36) However , for th e purpose of this decision, the exact product market definition with 
respect to high -pressure vs low -pressure tubes and ducts can be left open as the 
outcome of the competitive assessment would be the same under any plausible 
alternative product market def inition , i.e., irrespective of whether high -pressure and 
                                                 
19  See, e.g., Commission decision of 19 April 2017 in Case M.8242 – Rolls -Royce / ITP , paragraphs 42 
and 44, although it ultimately left the question open (paragraph 47).  
20  Form CO, parag raphs 87 et seq. and response to RFI 2, submitted on 9 December 2019, paragraphs 
20 et seq.  
21  Response to RFI 2, submitted on 9 December 2019, paragraph 20.  
22  Questionnaire to customers and competitors, reply to question 7.  
23  Questionnaire to customers and competitors, reply to question 8.  
 
 
7 low-pressure tubes and ducts are considered as part of the same or distinct product 
markets . 
4.1.1.5.  Metallic vs non-metallic (composite/thermoplastic) tubes and ducts  
(37) In past decisions, t he Commission has c onsidered that supply -side substitutability is 
limited across different materials, e.g. metals vs. composite, due to the respective 
equipment and know -how involved.24 As regards demand -side substitutability, the 
Commission also considered that substitutabil ity across different materials is limited, 
since components need to be optimised around the different characteristics of the 
chosen material.25 
(38) The Notifying Party suggests  that an additional segmentation  between metal vs 
composite tubes and ducts is not in dustry standard but would largely (though not 
exactly) coincide with a segmentation between high -pressure (90% metal, 10% 
composite) vs low -pressure applications (30% metal, 70% composite).26  
(39) In its investigation , the Commission inquired into a possible se gmentation of the 
supply of tubes and ducts for air and fluid conveyance in the aerospace industry by 
materials, in particular between metallic and non -metallic (composite/thermoplastic) 
materials.  
(40) The outcome  of the market investigation largely confirmed the Notifying Party’s 
view . Thus, t he vast majority of respondents that expressed an opinion on  this point 
confirmed that metallic tubes and ducts are mainly designed for high -pressure 
applications whereas non -metallic tubes and ducts are largely designed for low -
pressure applications.27 
(41) In any event , for the purpose of this decision, the exact product market definition 
with respect to metallic vs non -metallic tubes and ducts can be left open as the 
outcome of the competitive assessment would be the same und er any plausible 
alternative product market definition , i.e., irrespective of whether metallic and non -
metallic tubes and ducts are part of the same or distinct markets . 
4.1.1.6.   Aerospace s eals 
(42) In past decisions, the Commission has considered that several small sub -
components, such as seals, coupling, check valves or caps might belong to the same 
product market.28 The Commission considered that seals are a commodity product 
for which many applicat ions exist.29 
                                                 
24  See, e.g., Commission decision of 3 August 2012 in Case M.6581 – GKN / AERO , paragraph 24 ; 
Commission decision of 21 December 2017 in Case M.8425 – Safran / Zodiac Aerospace , 
paragraphs  92 and 203 .   
25   Idem.  
26  Form CO, paragraphs 93, 96 and 97.  
27  Questionnaire to customers and competitors, replies to questions 9 and 10.  
28   See, e.g., Commission decision of 21 December 2017 in Case M.8425 – Safran / Zodiac Aerospace, 
paragraphs 219 -221.  
29   Idem, paragraph 636.  
 
 
8 (43) For the purpose of this decision, the exact product market definition with respect to 
seals can be left open as the outcome of the competitive assessment would be the 
same under any plausible alternative product market definition, i.e., irresp ective of 
whether seals are part of the same market as other small subcomponents (such as 
coupling, check valves or caps) or of a distinct market  whether such distinct market 
be limited to aerospace applications or encompass other possible applications . 
4.1.2.  Geographic market  
(44) In previous decisions, the Commission has considered that the relevant geographic 
market for the supply of aerospace components (including tubes and ducts , and 
aerospace seals ) was global in scope due to global sourcing, significant trade f lows 
across countries, and worldwide purchasing polic ies of aircraft manufacturers.30 
(45) The Notifying Party submits that any possible relevant market(s) in the present case 
would be worldwide in scope.  
(46) The market investigation sought  to verify the appropriat eness of a worldwide 
geographic market definition in the present case. The majority of the respondents to 
the market investigation that expressed a view on this point confirmed  that the 
relevant geographic market for the supply of aerospace components, inc luding tubes 
and ducts, is global.31 
(47) Therefore , for the purpose of this decision , and in line with Commission precedents 
and the feedback from the market investigation , the relevant geographic market with 
respect to the supply of aerospace tubes and ducts  and possible sub -segments,  as 
well as for aerospace seals , is global  in scope .  
4.2. Competitive assessment  
4.2.1.  The Notifying Party’s arguments  
(48) The Notifying Party submits that the Transaction will not lead to a significant 
imped iment of effective competition i n any plausible  relevant  market .  
(49) In particular , according to the Notifying Party , the relevant market is a single  
worldwide  market for aerospace tubes and ducts, which  also includes hoses or other 
components (e.g. connectors) necessary for the connection of the tubes and ducts to a 
system.32 According to the Notifying Party, the Parties’ combined 2018 market share  
in this market  amounts to [10-20]%.33 Therefore , the Transaction would not lead to a 
horizontally affected  market.  
(50) According to the Notifying Party, t he Transaction would only result in  horizontally 
affected  market s defined at the level of  aerospace tubes and sub -segments thereof ,34 
namely composite tubes, tubes for high -pressure applications and tubes for low -
                                                 
30  See, e.g., Commission decision of 21 December 2017 in Case M.8425 – Safran / Zodiac Aerospace , 
paragraphs 297 -298.   
31  Questionnaire to customers and competitors, reply to question 11.  
32   Form CO, paragraphs 79 and 111.  
33   Form CO, paragraph 120.  
34   Form CO, paragraph 124.  
 
 
9 pressure applications.  However, t he Notifying Party submits that its activities in 
aerospace tubes are very limited and amount ed in 2018 to approximately EUR [0-10] 
million only , [Hutchinson’s sales strategy ].35 
(51) Moreover, the Notifying Party submits that it will continue to compete with a 
number of established competitors on the market for tubes for the aerospace 
industry . These competitors include  tube manufacturers such as Eaton  (market share 
of 10-20% in aerospace tubes ), Leggett & Platt (market share in aerospace tubes of 
5-10%), Senior Aerospace  (market share in aerospace tubes of 5-10%) , Parker 
Aerospace (market share in aerospace tubes of 5-10%) and FMH Aerospace  (market 
share in aerospace tubes  of 0 -5%). In addition, Boeing’s internal tubes 
manufacturing capabilities would be equivale nt to an estimated market share of 
20-30%.36  
(52) While the Notifying Party submits that hoses are part of the overall market for tubes 
and ducts, for completeness it has also provided more specific information with 
respect to the manufacture and supply of hose s. In relation to  the manufacture and 
supply of hoses,  in particular,  the Notifying Party submits that PFW does not 
produce hoses and only  supplies hoses  to its customers in very few occasions  (which 
it source s from third party suppliers). In 2018, PFW sou rced hoses for an amount of 
only EUR [500 000 -1 000 000] .37 Hutchinson produces some flexible hoses for the 
aerospace industry but its  sales only amount ed to EUR [0-10] million  in 2018 . The 
Notifying Party estimates the market size for hoses to amount to at least EUR [390-
410] million. This corresponds to a market share for Hutchinson of approximately 
[0-5]%.38 Moreover, the Notifying Party submits that Eaton and Parker are the two 
key p layers in the market for the production and supply of  hoses.39 
(53) Therefore, the Notifying Party submits that even if hoses were to be defined as a 
separate product market, the  Transaction would  not raise any competitive concerns.40 
(54) In relation to the manufactu re and supply of connectors for the aerospace industry, 
the Notifying Party submits that there is no overlap between the Parties’ activities. 
The Parties’ activities in these segments are in any case limited.41   
(55) Finally, Hutchinson is a manufacturer and su pplier of elastomer -based seals , 
including for the aerospace industry, while PFW is a customer of seals ’ providers . 
Thus the Transaction will create a vertical link between the Parties with respect to 
seals.   
(56) However, the  Notifying Party submits that the m arket for aerospace seals is very 
large since seals are required in almost all parts of aircraft  platforms . Moreover, s eals 
can be produced in  many different materials. Hutchinson’s share of the worldwide 
                                                 
35   Form CO, paragraph 147.  
36  Form CO, paragraph 158.  
37  Notifying Party’s response to RFI 2, question 1.  
38  Notifying Party’s response to RFI 2, question 1.  
39  Notifying Party’s response to RFI 2, question  1.  
40  Notifying Party’s  response to RFI 2, question  1.  
41  Notifying Party’s response to RFI 2, question  2.  


 
 
12 (c) Worldwide market for the production and supply of tubes used in low 
pressure applications;  
(d) Worldwide market for the production and supply of tubes used in high 
pressure applications.  
(61) However, while based on the Parties’ market shares there may be  four potentially 
affected markets, the overlap between the Parties’ activities relates  only to non -
metallic/ composite tubes. Given that composite t ubes are a sub -segment of the 
broader market for tubes, the overlap is then also reflected in the overall market for 
aerospace tubes and in the sub-segments based on the applications  (low-pressure  
applications,  in particular) . 
(62) In turn, as can  be seen from Table 2 , the combined markets share of the Parties in 
composite tubes would remain moderate  at [20-30]%. 
(63) Alternatively , in a potential  worldwide market for tubes, while the Parties would 
have a combined market share of [20-30]%, the increment brought about by the 
Transaction is estimated at only [0-5]%. This is because  Hutchinson is not present in 
the manufacturing of metallic tubes and the increment comes only from 
Hutchinson’s activities in the production of composite tubes. Given the small siz e of 
the market for composite tubes  (EUR [20-25] million) , the increment  brought  about 
by the Transaction in the market for tubes  (size of EUR [480-500] million)  is de 
minimis . 
(64) Furthermore , the increment brought about by the Transaction is also very low in  the 
sub-segments of tubes for high-pressure and low -pressure applications, with the 
delta amounting to only [0-5]% and [0-5]% respectively, as shown in Table 2 .  
(65) Therefore, the competitive interaction between the Parties is essentially limited to 
composite tubes used in low pressure applications. In line with the Horizontal 
Merger Guidelines , the relatively low level of concentration brought about by the 
proposed Transaction  in these potential markets  is prima facie  unlikely to 
significantly impede effective competition .49 
(66) Generally , the competitive interaction between the Parties appear s to be limited  
overall . This is apparent from a list of all projects in which each of the P arties 
participated over the 2014 -2018 period , which was submitted by the Notifying Party . 
It appears from that list that the Parties have virtually never competed for the same 
business opportunity in recent years (but for one possible occasion).50  
(67) This is  also apparent from the outcome of the market investigation.  With respect to 
the supply of tubes and/or ducts for air and fluid conveyance in the aerospace 
industry, only a small minority of the respondents to the market investigation 
consider s that Hutchi nson and PFW compete with each other. Conversely, a  majority 
of respondents expressing a view states that ‘it depends’.51 In effect, the Parties 
                                                 
49   Guidelines on the assessment of horizontal mergers  under the Council Regulation on the control of 
concentrations between undertakings, OJ C 31 , 5.2.2004, pag e 5, paragraph  20. 
50   Notifying Party’s response to RFI 1, question 21.  
51  Questionnaire to customers and competitors, reply to question 12  
 
 
13 appear to have complementary capabilities and to compete only in the supply of non -
metallic tubes and ducts, to a limited extent.   
(68) Thus, o ne competitor explains  that ‘Hutchinson and PFW manufacture the same 
product made out of different material. Hutchinson provides composite ducts and 
PFW aluminium ducts. In low pressure and low temperature systems the parts can 
be replaced by each other. From a total OEM point of view the products are 
complementary ’.52 Another competitor indicates that  it has ‘ competed [with] 
Hutchinson and PFW as potential suppliers ’ with respect to ‘ the procurement of 
non-metallic tubes and duct s’.53 Similarly, other competitors observe that ‘ PFW is 
primarily a metallic Tube and Duct Supplier,  [while]  Hutchinson only supplies 
plastic and Composite Products ’,54 and that ‘ PFW provides hydraulic tubes and 
bleed air ducting, while Hutchinson mainly pro vides low pressure ducts ’.55A major 
customer  concurs and  points out that ‘ Hutchinson and PFW are essentially offering 
different types of tubes and ducts since Hutchinson is focusing on non -metallic tubes 
and ducts for low -pressure applications, whereas PFW is focussing on metallic tubes 
and ducts for high -pressure applications ’.56 Hence, as another customer puts it, the 
Parties compete ‘[p]erhaps in some small cross -section of products but generally 
no’.57  
(69) Further more, w hile half of the respondents  to the mar ket investigation  consider PFW 
to be among the top five suppliers of tubes for air and fluid conveyance in the 
aerospace industry, only one respondent mentions Hutchinson among the top five 
suppliers.58 This is in line with Hutchinson’s  very small market sh are in the overall 
tubes segment ( [0-5]%).  
(70) Likewise , with respect to ducts, only a minority of respondents mentions PFW as 
one of the top five suppliers and only one respondent mentions Hutchinson. This 
appears to be in line with the Parties’ limited individual market shares in the ducts 
segment , i.e., [5-10]% for Hutchinson and [5-10]% for PFW.  
(71) In addition , when asked to identify the main competitors of Hutchinson for the 
supply of tubes and ducts, only a minority of respondents menti oned PFW.59 When 
asked to identify the main competitors of PFW for the supply of tubes and ducts , 
only one respondent mentioned Hutchinson.60 
(72) The results of the market investigation therefore reveal  that PFW and in particular 
Hutchinson are not considered to  be particularly strong or important suppliers of 
tubes and ducts for the aerospace industry. They further confirm that Hutchinson and 
PFW can largely be considered to be active in different tube and duct segments, 
namely PFW mainly in metal tubes, where H utchinson is not present, and 
Hutchinson in composite tubes, where PFW is present but which is a narrow 
                                                 
52  Questionnaire to customers and competitors, reply to question 12.1  
53  Questionnaire to customers and competitors, reply to question 12.1  
54  Questionnaire to customers and competitors, reply to question 12.1  
55  Questionnaire to customers and competitors, reply to question 12.1  
56  Questionnaire to customers and competitors, reply to question 12.1  
57  Questionnaire to customers and competitors, reply to question 12.1  
58  Questionnaire to customers and competitors, replies to question 13  
59  Questionnaire to customers and competitors, replies to question 14  
60  Questionnaire to custo mers and competitors, replies to question 15  
 
 
14 segment . Consequently , PFW and Hutchinson do  not compete closely in the supply 
of tubes and ducts.  Specifically PFW and Hutchinson also do not compete c losely in 
the supply of tubes, as only one respondent to the market investigation mentioned 
Hutchinson as an important competitor to PFW in that segment.61  
(73) Conversely, respondents to the market investigation have listed a significant number 
of other compan ies among the top suppliers for the supply of tubes and ducts,62 
confirming the Notifying Party ’s argument that a number of strong competitors to 
the merged entity will remain post-Transaction .63 In particular , with respect to 
aerospace tubes, respondents to  the market investigation named companies such as 
Eaton, Senior  Aerospace, Leggett and Platt, Parker Aerospace and a number of 
others as top suppliers.  Even more specifically , as regards composite tubes, t hese 
suppliers are also mentioned as main competito rs of Hutchinson  (which in the tubes 
segment is only active in the supply of composite tubes ). Therefore , respondents to 
the market investigation consider that a number of competitors will remain active in 
the supply of composite tubes after the transaction.  
(74) Finally , a majority of respondents to the market investigation expressing an opinion 
do not expect the  Transaction to have an impact on their business  or generally on the 
supply, price, quality or innovation of  either  tubes or ducts for air and fluid 
conveyance in the aerospace industry .64 With respect to a potential impact on price , 
a competitor explains that it ‘ would not expect any change given that there are other 
competitive suppliers ’.65 Another competitor concurs by stating that ‘ [t]here are 
many suppliers of tubes and ducts ’.66  
(75) Other comments suggest that the Transaction may in fact strengthen compet ition. In 
particular, o ne of the two respondents that indicated that the Transaction would have 
a negative effect on their business explains that  the Transaction ‘unleashes PFW 
from the burden of ownership of Airbus which made it very difficult for PFW to act 
and be seen on the market as independent and competitive ’ and further that ‘ [t]he 
change of ownership to Hutchinson brings big amounts of fresh capital to PFW 
Aerospace to make overdue changes in organisation and technology ’.67  
(76) In view of the above, and, in particular , in light of the combined market shares and 
the limited increas e brought about by the Transaction as well as the limited 
competitive interactions between the Parties in the supply of tubes and ducts, 
including in relation to composite tubes, the Commission considers that the 
horizontal overlap brought about by Transaction is not such as to raise serious 
doubts as to its  compatibility with the internal market.  
4.2.2.2.  Vertical overlap  
(77) One respondent to the market investigation raised the issue of the Transaction giving 
PFW access to Hutchinson’s production of aerospace seals . Thus, for that 
                                                 
61  Questionnaire to customers and competitors, replies to question 15  
62  Questionnaire to customers and competitors, replies to question 13  
63  e.g. Form CO, paragraph 158.  
64  Questionnaire to customers and competitors, replies to question 16  
65  Questionnaire to customers and competitors, replies to question 18.1  
66  Questionnaire to customers and competitors, replies to question 18.1  
67  Questionnaire to customers and competitors, replies to question 16.1  
 
 
15 competitor,  post-Transaction ‘ PFW could (in) -source the seals that they currently 
purchase from [the competitor]  from Hutchinson instead ’.68 However, th is con cern 
was not echoed by any other  market participant.  
(78) Moreover, in response to a request for information  on that point ,69 the Notifying 
Party submit ted that the Transaction would not raise an issue for the reasons 
described in paragraph (55).  
(79) Therefore , in particular due to the ubiquity of seals in aircraft platforms  and PFW 
modest procurement volumes  and Hutchinson’s moderate market share , the 
Transaction does not raise serious doubt s as to its compatibility with the internal 
market in relation to the supply of  aerospace seals.  
4.2.3.  Conclusion  
(80) For the reasons set out in this Section  4.2, the Commission concludes that the 
Transaction does not raise serious doubts as to its compatibility with the internal  
market with respect to the supply of tubes and ducts for the aerospace industry , or 
with respect to the sup ply of aerospace seals,  including in all plausible sub-segments . 
5. CONCLUSION  
(81) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
 
                                                 
68   Questionnaire to customers and competitors, replies to question 16.1  
69   Notifying Party’s response to RFI 2, question 4.