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, 14.04.2021  
C(2021) 2689 final  
PUBLIC VERSION 
SB PreZero GmbH & Co. KG  
PreZero International GmbH  
SB Dienstleistung KG  
Stiftsbergstraße 1  74172 Neckarsulm  
Germany 
Subject : Case M. 10047 — Schwarz Group/SUEZ Waste Management 
Companies  
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004
1 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 19 February 2021,  the European Commission received notification of a proposed 
concen tration pursuant to Article 4 of the Merger Regulation by which SB PreZero 
GmbH & Co. KG, PreZero International GmbH and SB Dienstleistung KG , all part 
of the Schwarz g roup (together ‘Schwarz ’, or ‘PreZero’) acquire within the meaning 
of Article 3(1)(b) of the Merger Regulation  sole control over a number of companies 
of SUEZ Groupe S.A.S. (‘ SUEZ ’) which comprise  its recovery and recycling 
operations in Luxembourg, Germany, the Netherlands and Poland (together the 
‘Target ’), by way of purchase of shares (the  ‘Proposed Transaction’).3 Schwarz is 
designated hereafter as the ‘Notifying Party’ and together with the Target as the 
‘Parties ’.4 
                                                 
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 t erminology 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 OJ C 71 , 1.3.2021, p. 70.  
4  The companies over which Schwarz will acquire contro l are the following: Brahms Abfallentsorgung 
Deutschland GmbH, SUEZ Polska sp. z o.o., SUEZ Recycling & Recovery Netherlands B.V., Jean Lamesch Exploitation S.A., SUEZ Immobilia GmbH & CO. KG and SUEZ Immobilien GmbH, 
comprising certain waste management op erations of SUEZ detailed in Annex 1.1 of the Form CO . It 
should be noted that SUEZ will also retain some of its activities in these countries. Notably, in Germany, 
 

 
 
2 1. THE PARTIES  
(2) Schwarz  operates as an integrated service provider in the markets for the collection, 
sorting, treatment, recycling and disposal of household and commercial waste under 
its PreZero division . PreZero has sites in Austria, Belgium, Germany, Italy, the 
Netherlands, Poland and the United States. Recently, PreZero acquired SUEZ 
Nordi c AB and is now also active in Sweden.5 Schwarz is also active in food 
retailing in over 30 countries through its retail chains Lidl and Kaufland.  
(3) The Target is active in the markets for collection, sorting, treatment, recycling and 
disposal of household a nd commercial waste in each of Germany, Poland, 
Luxembourg and the Netherlands. 
2. THE OPERATI ON 
(4) The Proposed Transaction consists of the acquisition by Schwarz of the entire issued 
share capital of companies that constitute the Target. Upon completion of the  
Proposed Transaction, Schwarz will exercise sole control over the Target.6  
3. UNION DIMENSION  
(5) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million (Schwarz: EUR 114 302 million; Target: EUR 1 133 
million).7 Each of them has a U nion-wide turnover in excess of EUR 250 million  
(Schwarz: EUR […];  Target: EUR 1 133 million), but each does not achieve more 
than two-thirds of its aggregate U nion-wide turnover within one and the same 
Member State. The notified opera tion therefore has a  Union dimension.  
4. RELEVANT MARKETS  
4.1. Introduction  
(6) Schwarz and the Target are both vertically integrated throughout the waste 
management  chain .  
(7) Waste management a nd recycling services comprise  a number of services with 
respect to a variety of different types of waste and materials, provided by waste 
management companies to municipalities, industrial and commercial customers, and 
households. The Parties  are active in the collection, sorting and treatment, recycling 
and disposal of various types of waste and waste fractions. 
                                                                                                                                                      
SUEZ will keep its hazardous waste incinerator in Schkopau, the dual system BellandVision a nd the LWP 
sorting facility in Ochtendung. Similarly, in the Netherlands, SUEZ will keep its participation in QCP, 
which recycles plastics. In Poland, SUEZ will keep the water activity of SUEZ Polska.  
5  This transaction was notified to the Commission unde r case number M.10000, and has been cleared on 
17 November 2020. The transaction was closed end of November 2020. 
6  Some of the plastic recycling and hazardous waste treatment activities of SUEZ in these countries are not 
part of the Proposed Transaction (see footnote 4).  
7  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1).  
 
 
3 (8) The Commission has previously concluded that the supply of waste management 
services for hazardous waste8 is distinct from that for non-hazardous waste.9  
(9) The Notifying Party agrees with this delineation, and submits that for hazardous 
waste no further segmentation in any manner is required. Concretely, t he Proposed  
Transaction does not result in any overlaps other than for the collection of hazardous 
waste.10 The Not ifying Part y submits that customers of waste collection services 
tend to entrust the  collection of all their hazardous waste together, and that from a 
supply-side perspective t he leading waste management companies are all able to 
collect all types of hazardous waste, and it is easy to adapt or subcontract the 
collection of certain types of hazardous waste if needed.11 
(10) The market investigation results did not lead to any conclusions contradicting this 
assessment . As regards a possible further segmentation for hazardous waste, it is in 
any case not necessary to delineate exactly the scope of the relevant product markets, 
since any such segmentations do not affect the outcome of the competitive 
assessment of the  Proposed Transaction. In particular, the  Proposed Transaction does 
not result in affected markets for hazardous waste under any plausible  product 
market definition.12 For that reason, hazardous waste will not be further discussed in 
this Decision.  
(11) With regard to non-hazardous waste, the Commission has  found that separate 
product markets could be defined for each stage of the waste management process  in 
previous decisions . Concretely, as a first  step, the different waste fractions, such a s 
paper and cardboard, lightweight packaging (‘LWP ’), glass and residual waste , are 
collected  from households, collection point s, factories, offices, industrial sites, shops 
etc. (collected volumes may be grouped in a transfer station before further 
treatment ). The collected waste is then sorted and/ or treated, to recover valuable 
waste fraction s for commercialisation as secondary raw material s (e.g. recycling) or 
prepare the waste f or disposal at incineration plants or landfill sites. As a result , the 
Commission has in the past defined separate product markets  for the collection, 
sorting and treatment13, commercialisation14 and disposal15 of non-hazardous 
waste.16 
                                                 
8  Waste is considered  hazardous when it contains substances that cause the waste to d isplay hazardous 
properties for people or the environment. An overview of the properties that can render waste hazardous 
can be found in Annex III of Directive 2008/98/EC of the European Parl iament and of the Council of 
19 November 2008 on waste and repeal ing certain Directives as modified by Directive (EU) 2018 /851 of 
the European Parliament and of the Council of 30 May 2018 (OJ L 150, 14.6.2018, p. 109). See 
https://eur -lex.europa.eu/legal -content/EN/TXT/?uri=celex%3A32018L0851.  
9  See cases M.4576, AVR/Van Gansewinkel , paragraph 9; M.5901, Montagu/ GIP/Greenstar , paragraph 10; 
M.448, GKN/Brambles/Leto Recycling , paragraph 13.  
10  Paragraph 293 of the Form CO.  
11  Paragrap hs 125 et seq . of the Form CO.  
12  See paragraphs 290 et seq . of the Form CO; no affected markets wou ld arise in the markets for 
(i) collection, (ii) chemical and physical treatment, (iii) disposal (distinguishing between incineration and landfill), whethe r at the EU, national, or narrower than national level.  
13  Treatment includes for instance the crushing of glass, biological treatment, mechanical -biological 
treatment, and the production of alternative fuels such as refuse- derived fuel or solid- recovered fuel, that 
are used in for example cement kilns. As the Proposed Transaction does not result in affected markets under any plausible market definition, treatment will not be further discussed in this Decision.  
 
 
4 (12) With regard to the collection of non-hazardous waste, the Commission has in 
previous decisions differentiated between the collection of household waste on the 
one hand, and industrial and commercial waste on the other.17 Within industrial and 
commercial waste , the Commission has considered a possible further segmentation 
between demolition & construction waste, industrial waste , and commercial waste.18  
(13) Within household waste , the Commission has found that  separate product markets 
could be defined depending on the type of waste fraction concerned, and has 
considered a distinction between inter alia paper, paperboard and cardboard (‘PPC ’), 
flat glass, hollow glass  and LWP (including different plastics, aluminium, tinplate 
and various composites).19 This segmentation has been applied across the various 
stage s of the waste management chain.   
(14) The Notifying Party agrees with the Commission’s decision-making practice of defining separate relevant product markets for the various stages of the waste 
management process. It also concurs that a  relevant product markets exist s for the 
collection of household waste , separate from the collection of commercial and 
industrial waste.
20 As regards a further segmentation based on waste fractions , the 
Notifying Party agrees that such a segmentation is appropriate for the collection  of 
waste ,21 so that a separate relevant product market exists for the collection of hollow 
glass, as well as for sorting and treatment, so that a separate relevant product market 
exists for the sorting of LWP.22 
                                                                                                                                                      
14  Commercialisation refers to the selling of marketable fractions to traders, manufacturers etc. As the 
Proposed Transaction does not result in affected markets under any plausible market definition, 
commercialisation will not be further discussed in this Decision.  
15  Disposal refers to the incinerat ion in various waste incineration plants, or landfill ( i.e. burying or piling of 
waste), primarily of waste that does not contain any recoverable waste fractions. As the Proposed Transaction does not result in affected markets under any plausible market de finition, disposal will not be 
further discussed in this Decision.  
16  See cases M.4576, AVR/Van Gansewinkel , paragraph 10; M.9164, Remondis/DSD, paragraph 9; M.295, 
SITA -RPC/SCORI , paragraph 17; M.5464 – Veolia Eau / Société des eaux d’Arles / Société Sté phanoise 
des eaux, paragraph 26; M.5901 – Montagu/GIP/Greenstar , paragraph 20. 
17  See cases M.4576, AVR/Van Gansewinkel , paragraph 10; M.5901, Montagu/ GIP/Greenstar , 
paragraph  15. 
18  See cases M.4576, AVR/Van Gansewinkel , paragraph 11; M.5464 – Veolia Eau  / Société des eaux d’Arles 
/ Société Stéphanoise des eaux, paragraph 27. As the assessment does not differ for commercial and industrial waste irrespective of the relevant product market considered, the Commission considers that for the purpose of this De cision, the exact scope of the product market can be left open.  
19  See case M.9164, Remondis/DSD, paragraphs 9, 14.  
20  Paragraph 188 of the Form CO.  
21  More specifically, the Notifying Party puts forward that a segmentation per waste fraction is relevant for 
collection in Germany, as there contracts with municipalities only cover certain waste fractions. It further argues that such segmentation is however not relevant for collection in the Netherlands or Poland, as in those countries contracts with municip alities cover all fractions. As the Proposed Transaction does not 
result in affected markets in the Netherlands or Poland irrespective of the exact product market concerned, the Commission did not investigate this further. As the Proposed Transaction also does not result in affected markets for the collection of other waste fractions irrespective of the exact product market concerned, the Commission limited its investigation to hollow glass, and did not otherwise further investigate the other waste fraction s. 
22  Paragraphs 141- 178 of the Form CO. As the Proposed Transaction does not result in affected markets for 
the sorting of other waste fractions irrespective of the exact product market concerned, the Commission limited its investigation to LWP, and did n ot otherwise further investigate the other waste fractions.  
 
 
5 (15) The market investigation confirmed that separate relevant product markets ex ist for 
the various stages of the waste management process. Furthermore, t he market 
investigation did not elicit any evidence  contradict ing the existence of a relevant 
product market for household waste, separate from industrial and commercial waste. 
Lastl y, as regards the distinction by waste fractions  at the different stages of the 
waste management process, market participants confirmed that separate relevant markets exist at least for each of collection of hollow glass  and sorting of LWP .
23  
(16) Within the framework described above, considering all plausible product markets  
and the assessment on the plausible geographic market s in Sections 4.2.2 and 4.3.2, 
the Proposed Transaction only gives rise to horizontally a ffected markets in relation 
to the sorting of LWP  as a result of the Parties’  overlapping  activities  in the 
Netherlands  and for the collection of hollow glass  as a result of the Parties’ 
overlapping activities  in Germany. As such, this will be the starting point for the 
Commission’s assessment in this Decision. Furthermore, the Proposed Transaction 
gives rise to several  vertical links  (examined in section 5.3), namely (i)  between the 
collection of LWP and the collection of industrial and commercial (‘I&C’) waste24 
(both upstream) and the sorting of LWP (downstream), (ii) between the sorting of 
LWP (upstream) and the commercialisation of LWP (downstream), and (iii)  between 
the collection of I&C waste (upstream) and the retail sale of daily consumer goods25 
(downstream ).26  
4.2. Sorting of LWP  
(17) Within the recycling process, the  first stage is for LWP to be collected, following 
which it is brought to a n LWP  sorting plant  where different fractions are recovered, 
before being commercialize d. LWP sorting plants use different techniques (such as 
optical or magnetic sorting, infrared technology and compressed air) to separate all 
                                                 
23  Replies to questions 4- 5 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP located in the 
Netherlands; Replies to questions 3 -4 of Questionnaire Q2 – Competitors for the sorting of  Dutch LWP 
located in Germany; Replies to questions 4- 5 of Questionnaire Q3 – Competitors for the sorting of Dutch 
LWP located in Germany and Belgium; Replies to questions 3 -4 of Questionnaire Q4 – Customers for the 
sorting of Dutch LWP; Replies to questio ns 3-5 of Questionnaire Q5 –  Competitors for the collection of 
hollow glass in the Bielefeld region; Replies to questions 3 -5 of Questionnaire Q6 – Customers for the 
collection of hollow glass in the Bielefeld region.  For the purpose of this Decision, the Commission did 
not investigate the exact delineations of other waste fractions, as the Proposed Transaction does not result 
in affected markets under any plausible market definition.  
24  Potentially segmented on the basis of whether the waste is commercial , industrial, or demolition and 
construction waste, as explained in paragraph (12) . 
25  The Commission has in previous cases considered that there is a distinct relevant product market for the 
retail sale of daily consumer goods mainly carried out by retail outlets such as su permarkets, hypermarkets 
and discount chains. See for example M.4590 – Rewe/Delvita , paragraphs 9- 14, M.7920 – Netto/J 
Sainsbury/Dansk Supermarked/New Edlington/Hedon/Roundhay Road, paragraph 19; M.7224 –  
Koninklijke Ahold/Spar CZ , paragraph 10; M.1221 – Rewe/Meinl , paragraph 81; M.3905 – 
Tesco/Carrefour (Czech Republic and Slovakia), paragraph 15. 
26  As for all of the vertical links created by the Proposed Transaction, all plausible markets would result in 
the same outcome in terms of the competitive asses sment (as explained in detail below in Section 5.3), the 
exact market definitions can be left open for the purpose of the assessment of vertical link s in this 
Decision. As such, the remainder of Section 4 will focus on the relevant product markets for the sorting of LWP and the collection of hollow  glass, for which the Proposed Transaction results in horizontally 
affected markets.  
 
 
6 types of LWP fractions.27 The extracted materials are then compressed into bales , 
which are sold to recyclers.28 
(18) In the Netherlands, there are two alternative ways of collecting and sorting LWP 
from households : source -separation and post -separation. In a system of source -
separation, households separate their waste, disposing of LWP in a distinct bin or 
bag that is colle cted separately and then sorted into different LWP fractions at an 
LWP sorting plant. P ost-separation systems require  an additional step: households 
do not separate all their waste but rather dispose of LWP and residual waste in a 
single bin or bag. Consequently, a fter collection, the LWP must be separated from 
the residual waste at a post -separation plant and is then transported to the LWP 
sorting plant, where it is sorted into different LWP fractions. 29  
(19) Finally, the demand for LWP sorting services in the  Netherlands  emanates from  
organisations to which producers and importers of packaged products  – which are 
legally responsible for the prevention, collection and recycling of packaging waste  – 
have delegated their responsibilities .30 This ‘extended producer  responsibility’ 
applies to companies that are the first to make packaged products available to the market in the Netherlands and/or who remove the packaging on import.  
4.2.1. Product market definition  
(20) As mentioned above  in Section  4.1, the Commission has  previously  considered the 
existence of  separate relevant product markets for each stage of the waste 
management process on the one hand, and for the various  waste fractions on the 
other, pointing to the existence of a relevant product market for the sorting of LWP . 
Notifying Party’s view  
(21) In line with the Commission’s decision-making practice, the Notifying Party agrees 
that a separate relevant product market exists for the sorting of LWP.
31  
(22) The Notifying Party submit s that no further segmentation based on whether a source -
separation or post -separation system applies  is warranted. Notably, it argues that  
both source -separated LWP and post -separated LWP  are ultimately  sorted by an 
LWP sorting plant, and that the vast majority of LWP sorting plants are able to 
compete for the sorting of both s ource -separated LWP and post -separated LWP  
without a need for technical adjustments . Moreover, it observes that , in addition to 
separating waste streams , post -separation plants also extract  LWP fractions for a 
portion of the volumes that they handle. Indeed, post-separation plants sell 
                                                 
27  In the Netherlands, the relevant fractions for LWP sorting are, in general: (i) beverage cartons, 
(ii) polyethylene (‘PE’) – HD-PE (high- density), LD -PE (low -density, film fraction) (iii) polypropylene 
(‘PP’), (iv) polyethylene terephthalate (‘PET’) -  PET bottles, PET trays, (v) polystyrene (‘PS’), (vi) mixed 
plastics, (vii) residue (baled and fines), (viii ) tin-plate, (ix) aluminium. According to the Notifying Party, 
all LWP sorting facilities in the Netherlands are able to sort these fractions.  
28  Paragraphs 650 et seq  of the Form CO.  
29  Paragraph 520 of the Form CO.  
30  This extended producer responsibil ity follows from Dutch national legislation, the Packing Decree 2014, 
which implements the Directive 94/62/EC of 20 December 1994 on packaging and packaging waste.  
31  Paragraphs 165, 178 of the Form CO.  
 
 
7 approximately 25% of the extracted LWP fractions directly to recyclers,32 just as 
LWP sorting plants do with the fractions that they extract. As such, according to the 
Notifying Party those volumes should be included in the LWP sorting market .33 
Commission’s assessment  
(23) Firstly, t he market investigation has confirmed the existence of a distinct market for 
the sorting of LWP. Indeed, virtually all market investigation respondents have 
confirmed that LWP sorting is carried out separately from  the sorting of other waste 
fractions, by different companies and at specific  plants that are only able to sort 
LWP. The re is a specific demand for the  sorting of LWP , which is subject to  distinct 
tendering and contracting .34 
(24) Secondly, a s regards a possible distinction based on whether a source -separa tion or 
post-separation system applies , a large  majority of market investigation respondents 
confirmed that post -separation plants and LWP sorting plants are operated by 
different companies, carry out different tasks and  correspond to different customer 
needs . Concretely, the market investigation showed that post -separation and LWP 
sorting in fact take place at different levels of the waste management value chain, 
with post -separation being a necessary intermediary step before LWP sorting when 
no source -separation is being carried out.35 Moreover, the Parties admit that post -
separations services are subject to different contracts than LWP sorting .36 
Respondents to the market investigation ha ve confirmed that operators of post -
separation facilities do not com pete for LWP sorting contracts and, vice -versa, LWP 
sorters do not compete for post -separation contracts .37 As a result,  post-separation 
services do not compete with LWP services. T he Commission therefore  considers , 
for the purpose of this Decision, that both source -separated LWP and post -separated 
LWP volumes  should be considered to belong to the LWP sorting  market  (as 
ultimately both types of LWP are sorted in the same LWP sorting plants); however, 
post-separation services  form a separate market, upstream of LWP sorting . 
(25) As regards the LWP fractions extracted in post -separation plants and sold directly to 
recyclers , the Commission does not consider that these volumes belong to the LWP 
sorting market . The mere fact that  LWP fractions extracted in post-separa tion plants 
might compete with the fractions extracted in LWP sorting plants when it comes to 
the commercialisation of LWP fractions38 does not provide evidence of the existence 
of any competitive relationship between post -separation plants and LWP sorting 
                                                 
32  The remaining 75% needs to be sorted by a LWP sorting plant.  
33  Paragraphs 520 et seq.  of the Form CO;  Notifying Party’s White Paper 2, submitted on 19 March 2021, 
paragraph 2.  
34  Replies to question 5 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP located in the 
Netherlands; Replies t o question 4 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP 
located in Germany; Replies to question 5 of Questionnaire Q3 – Competitors for the sorting of Dutch 
LWP located in Germany and Belgium; Replies to question 4 of Questionnaire Q4 – Customers for the 
sorting of Dutch LWP.  
35  Replies to question 5 of Questionnaire Q4 – Customers for the sorting of  Dutch LWP; Replies to 
question 6 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP located in the Netherlands. 
36  See paragrap h 525 of the Form CO.  
37  Replies to question 5 of Questionnaire Q4 – Customers for the sorting of  Dutch LWP; Replies to 
question 6 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP located in the Netherlands. 
38  An activity in respect of which  the Parties’ presence does not give rise to an affected market and therefore 
it is not analysed in this Decision.  
 
 
8 plants in the LWP sorting market. On the contrary, as explained in paragraph (24) 
above , LWP sorting entities do not compete for post -separation contracts  and post -
separation plants do not compete for LWP sorting contracts . Therefore, there is no 
reason to include LWP fract ions extracted in post -separation plants in the LWP 
sorting market . 
(26) Thirdly, one respondent to the market investigation observed that , in the 
Netherlands, household LWP should be distinguished from commercial LWP . This 
is because the sorting of household L WP falls under the extended producer 
responsibility scheme, while commercial LWP currently does not.39  
(27) In this regard, first, according to the Notifying Party, there are no technical obstacles 
preventing facilities from sorting both household and commercia l LWP , and in any 
case  the current situation will change from 2023, when commercial LWP will also 
fall under the scope of the extended producer responsibility scheme. At that time, 
both types of LWP will be dealt with in the same manner. Second, it appears that 
currently, commercial LWP is primarily incinerated, with only very limited volumes 
being sorted (6 kt of commercial LWP compared to 455 kt of household LWP). Third, while the Target has sorted approximately […] in 2020, the Notifying Party 
[…].
40  
(28) For those reasons, the Commission considers that the question whether different markets for the sorting of commercial and household LWP exist can be left open for 
the purpose of this Decision. Given that the Parties’ activities only overlap for the 
sorting  of household LWP, and as the limited volumes of commercial LWP sorted 
would make no material difference to the competitive assessment, the Commission 
will only examine the effects of the Proposed Transaction on the market for the 
sorting of household LWP. 
4.2.2. Geographic market definition  
(29) The Commission has not previously examined  the sorting of LWP. In 
Remondis/DSD , which was referred by the Commission to the German  competition 
authority (‘Bundeskartellamt’),
41 the Bundeska rtellamt considered regional markets 
for the sorting of LWP  in Germany, based on the LWP sorting plants' catchment 
areas and supply streams, without reaching a conclusion on the precise geographic market definition.
42  
Notifying Party’s view  
(30) Overall, t he Notifying Party takes the view that the market for the sorting of L WP 
generated in the Netherlands is at least  national in scope , given that  LWP can easily 
be transported across the Netherlands  for sorting  as well as cross-border.43 
Concretely, currently approximately a third of all Dutch LWP is sorted in Germany. 
                                                 
39  Replies to question 4.1 of Questionnaire Q4 – Customers for the sorting of Dutch LWP; See also 
Paragraphs 509 of the Form CO.  
40  Notifying  Party’s reply to RFI 14, paragraph 25.  
41  See case M.9164 – Remondis/DSD , paragraph 20.  
42  See case B4 -21/19 -  Remondis/DSD , paragraphs 138 et seq .   
43 Paragraphs 234 et seq . of the Form CO . 
 
 
9 Furthermore, according to the Notifying Party Belgian LWP sorting plant s can also 
compete for the sorting of Dutch LWP.44 
(31) The Notifying Party further argues that barriers for LWP sorters located outside of 
the Netherlands to compete  are low. F irst, as regards transport costs , the Notifying 
Party explains that, while it does not know the distance LWP currently travels 
between the point of collection and the LWP sorting plants, the distance between its 
transfer stations and LWP  sorting plants (i.e. excluding the distance between the 
point of collection and the transfer station which is unknown, thus underestimating 
the overall travel distance ) varies but can viably go up to 300 km  or more . Notably, 
the Notifying Party submits  that several of their German LWP sorting plants are 
sorting or have sorted Dutch LWP  in the past . For example, […], and PreZero has  in 
the past sorted Dutch LWP at Porta Westfalica, which is 170 km from the Dutch 
border.45 The Notifying Party also provided examples of LWP being transported 
over distances greater  than 300 km. Concretely, it submits that PreZero sorts LWP 
from […] in its German LWP sorting facilities. According to the Notifying Party, 
this shows that there is no fixed maximum distance for the  transport of Dutch LWP 
for sorting.46 
(32) The Notifying Party stresses that in any event, the transport costs are not a 
determinative factor for obtaining LWP sorting contracts, as ultimately customers 
consider the total costs of the LWP recycling chain.47 According to t he Notifying 
Party, transport costs for the transfer of the (collected) LWP from the transfer station 
to the sorting facility accounts in general for significantly less than […]%, and 
possibly less than […]%, of the total costs of the recycli ng chain.48 In the Notifying 
Party’s view, transport costs therefore can not be considered to  impede German LWP 
sorting facilities in competing  for Dutch LWP  sorting contracts . In that context, the 
Notifying Party has, by way of example, provided information on a tender issued by 
Midwaste/RKN which it won (for quality reasons) in 2019, though for which the second-closest bidder was a German LWP sorter, which was actually  able to offer a 
better price  in spite of distance .
49 
(33) The Notifying Party further argues that transport costs are not determinative given that higher transport costs for sending LWP to Germany can be compensated by 
lower sorting costs in Germany and by lower transport costs when LWP is 
subsequently sent to recyclers in Germany. This is in partic ular relevant as  “almost 
none” of the recycling plants to which sorted Dutch LWP can be sent are located in 
the Netherlands .
50 
(34) Second, as regards technical barriers, the Notifying Party submits that there are no technical barriers that could limit the possibilities for non-Dutch LWP sorting plants 
to sort Dutch LWP. Concretely, the waste fractions making up the LWP sorted in 
                                                 
44  Paragraphs 453 et seq . of the Form CO . 
45  Paragraph 470 of the Form CO . 
46  Notifying Party’s White Paper 2, submitted on 19 March 2021, paragraphs 6- 10. 
47  Paragraph 470 of the Form CO . 
48  Paragraph 470 of the Form CO . 
49  Notifying Party’s White Paper 2, submitted on 19 March 2021, paragraphs 6- 10; Notifying Party ’s reply 
to RFI 4, Annex 4.2.  
50  Notifying Party’s White Paper 2, submitted on 19 March 2021, paragraphs 11- 15; Notifying Party’s reply 
to RFI 10, paragraph 24.  
 
 
10 LWP s orting plants are in general similar in both the Netherlands and Germany.51 
While the  Notifying Party recognizes that  the proportion of the different waste 
fractions in the overall LWP mix differs  depending on the country the LWP 
originates from, it argues that  these differences do not have an impact on the ability 
of German LWP sorters to sort Dutch LWP , as German plants would only have to 
make minor adjustments  to achieve  that purpose .52 Furthermore, although 
Regulation (EC) No 1013/2006 of 14 June 2006 on shipments of waste (the ‘Waste 
Shipment Regulation’), provides that packaging waste from different areas of origin 
must not be mixed,53 LWP sorters are able to sort LWP from both countries in the 
same LWP sorting plant by using a so-called ‘batch operation’ system.54 The 
Notifying Party estimates that it takes less than one hour to switch between the 
sorting of Dutch LWP and the sorting of German LWP or vice versa, and the 
switching does not incur other costs than the loss of revenues flowing from the time 
required for the switching.55  
(35) Third, from a regulatory perspective, German LWP sorting facilities need to obtain 
an export license to be authorized to import Dutch LWP to Germany, which is to be requested by the exporting company (i.e. the LWP sorter’s customer) .
56 According to 
the Notifying Party, all waste management companies are used to and can easily do 
the required notifications. Moreover, administrative authorities reviewing  license  
application s have no discretion and must accept them provided that  the required 
forms are filled in adequately.  
(36) Moreover, LWP transport is  subject to the requirement of a financial guarantee (or 
equivalent insurance ) covering in particular the cost of transport, cost of storage and 
costs of recovery or disposal. The amount of the bank guarantee is generally based 
on the volumes transported, though local authorities have discretion in determining 
the exact amount of such guarantees. According to the Notifying Party, the need to 
provide a financial guarantee does not constitute a barrier to trade since it can either 
be easil y obtained by a bank or directly provided by the customer.57  
                                                 
51  Footnote 282 of the Form CO .  
52  Paragraph 476 of the Form CO .  
53  Footnote 286 of the Form CO.  
54  In a batch operation system, there are separate input warehouses, the sorting system is completely emptied 
before the changes from German to Dutch material, or vice versa, and there are separate output warehouses, so that t he entire process can ensure separate treatment of waste according to its origin.  
55  Paragraph 477 of the Form CO . 
56  See paragraphs 485 et seq.  of the Form CO . The regulation of the cross -border transport of waste is 
harmonized at EU level through the Wa ste Shipment Regulation.  Under this Regulation, the transport of 
LWP across borders is subject to prior written notification and consent by the competent authorities of destination and dispatch. This prior written notification and consent process generally  takes 3 -5 months 
depending on the level of information required by the competent authority. The company that intends to export waste needs to submit a prior written notification to the competent authority of dispatch, which will then transmit the notifica tion to the competent authority of destination once the notification has been 
properly carried out.  
57  Paragraph 485 of the Form CO . 
 
 
11 Commission’s assessment  
(37) As per the Market Definition Notice,  the relevant geographic market is defined as 
‘the area in which the undertakings concerned are involved in the supply and 
demand of products or services, in which the conditions of competition are 
sufficiently homogeneous and which can be distinguished from ne ighbouring areas 
because the conditions of competition are appreciably different in those areas .’58 
Determining a relevant (geographic) market is thus a tool to identify the geographic 
area within which the conditions of competition are sufficiently homogeneous, and 
within which companies are able to exert a competitive constraint on the Parties concerned.  
4.2.2.1. Demand for LWP sorting is national  
(38) The Notifying Party has explained,
59 and the market investigation has shown, that 
demand for the sorting of LWP i s national, as the chain for the recycling of LWP is 
organised at the national level.  
(39) European Union Directive 94/62/EC of 20 December 1994 on packaging and 
packaging waste (‘ the Packaging Directive’ ) requires Member States to take 
necessary measures to e nsure that systems are set up for the collection and recycling 
of packaging waste . These systems must be open to the participation of economic 
operators. Member States however have discretion regarding the manner in which 
they choose to implement this obli gation, and schemes implementing the Packaging 
Directive vary by country in their design and scope. 
(40) Under the Dutch ‘extended producer responsibility’ regime , which implements the 
Packaging Directive,60 producers and importers of packaged products are legal ly 
responsible for the prevention, collection and recycling of packaging waste. Such 
companies, when they are above a certain size, must register with Afvalfonds 
Verpakkingen (‘ Afvalfonds ’),61 and pay a fee to Afvalfonds according to the 
volumes of packaging they place on the market. In exchange, Afvalfonds takes over their responsibility for the recycling of packaging waste. Nedvang BV (‘ Nedvang ’, 
formerly ‘VPKT ’) is the fully-owned subsidiary of Afvalfonds that ensures the 
practical implementation of the extended producer responsibility principle, both directly by contracting for the sorting and recycling of packaging waste, and 
indirectly by compensating other bodies that arrange for sorting and recycling.  
(41) Moreover, the composition of LWP to be sorted and the manner in which collection 
of waste is organised varies from country to country. For instance, Dutch LWP 
typically has a higher plastic content that LWP originating in Germany, where 
                                                 
58  Commission Notice on the definition of the relevant market for the purposes of Community competition 
law, OJ C 372, 9.12.1997, paragraph 8. 
59  Paragraphs 432 et seq. of the Form CO.  
60  Through the Besluit beheer verpakkingen 2014 (‘Packaging Decree 2014’).  
61  The packaging waste fund, a non- profit organisation established by producers and importers to 
collectively meet  the extended producer responsibilities stated in the Packaging Decree. See 
https://afvalfondsverpakkingen.nl/en/packaging -waste -fund.  
 
 
12 plastic bottles are partly covered by a deposit scheme and recovered separately.62 
These differences have a decisive impact in the sorting process , as explained in 
Section 4.2.2.2(D).  
(42) In short, demand for LWP sorting services is structured nationally, based on national 
rules governing the legal responsibility for the collection and sorting of LWP . As 
such, in the following section,  the Commission will assess the competitive 
conditions for the supply of LWP sorting services to customers  in the Netherlands, 
where the Parties’ activities overlap.  
4.2.2.2. Supply of s orting services  of LWP is impacted by distance, customer preferences, 
composition of LWP and national regulations  
(43) The supply of LWP sorting services  to Dutch customers  appears to be limited by a 
number of factors, in particular distance from the plant to collection point, customer 
preferences, composition of LWP and national regulations, although t his does not 
prevent some facilities located  in Germany from  also sort ing LWP  from the 
Netherlands . Concretely, of the approximately 450kt of Dutch LWP sorted in 2020, 
around 1/3rd was sorted in plants in Germany located close to the Dutch border (with 
the farthest plant being situated 150km from the border in driving distance).  
(44) In order to identify the area in which the conditions of competition are sufficiently 
homogeneous , the Commission will assess the barriers that exist for the sorting of 
LWP  from the Netherlands , as identified by the market investigation. The following 
factors are relevant for this assessment: first, transport costs significantly limit the 
distance which LWP can travel to reach an LWP sorting plant. Second, 
environmental costs are taken into account as  customers try to avoid transporting 
LWP for sorting over long distances to minimize the associated CO 2 emissions. 
Third, beyond transport and environmental costs, LWP sorters broadly report that 
customers have a preference for keeping  waste within the country. Fourth, due to the 
specific LWP composition and quality requirements, technical adjustments are 
required for a German (or Belgian) plant to be able to sort also Dutch LWP. Fifth , 
sending LWP for sorting outside the  Netherlands involves more administrative 
formalities than sorting the LWP with in the country.  
(A) Travel distance and t ransport costs  
(45) In order to test  the Notifying Party’s arguments on the lack of economic barriers for 
non-Dutch LWP sorters to sort LWP  from the Netherlands , the Commission 
investigat ed the maximum economically viable travel distance of LWP for sorting 
and the importance of transport costs.  
(46) First, as regards the maximum economically viable distance over which LWP can 
travel for sorting, the Notifying Party’s views were contradicted by the market 
investigation. Notably, in the course of the market investigation, a majority of respondents asserted that LWP cannot  profitably travel distances in excess of  200 
km for sorting. This is  because LWP is a very light material with a low mass density, 
                                                 
62  The German deposit scheme for PET bottles a nd beverage cans means that a greater proportion of this 
type of waste is returned by consumers instead of being disposed of with LWP waste (see footnote 283 of 
the For m CO).  
 
 
13 which therefore occupies considerable  space. In terms of tonnage this means that 
only a relatively small amount of LWP can be transported in a truck at a time. 
Pressing the LWP in bales is not an option because this has a very negative effect on 
the sorting of the material.63 This places plant s in the Netherlands at a competitive 
advantage compared with plants in Germany.64 German competitors  specifically 
indicated that distance is a ‘critical ’ condition to be competitive in the market65 and 
they confirmed that it becomes uneconomical to transport LWP for sorting  beyond 
200 km .66 Moreover, one of the larger German sorters was of the view that it would 
not be competitive in tenders for the sorting of LWP originating from the provinces in the w estern part of the Netherlands , i.e. those located at aro und 200 km or more 
from its plant.
67  
(47) The Notifying Party points  to instances in which LWP has travelled over distances 
greater than 200 km in order to reach a sorting plant.68 Concretely, the Notifying 
Party submit s that it sorts LWP from […]  at its plants in Germany, and that it is 
aware of several instances of LWP being transported over longer distances in 
Germany. However, the Notifying Party admits at the same time that […]% of the 
LWP sorted at the Parties’ own Rotterdam and Zwolle plants likely comes from less than 90 km away.
69 Moreover, the mere  fact that some LWP volumes are sent or 
have been sent in the past from […]  to Germany by ship for sorting  has little bearing 
on the assessment of competitive conditions for the sorting of LWP  from the 
Netherla nds and the transport costs involved in these cases cannot be compared with 
those for the transport of LWP  from the Netherlands , which takes place entirely via 
truck. For those  reasons , the Commission considers that the  contrary examples 
provided by the Notifying Party do not alter the Commission’s finding  that 200 km 
appears to be the maximum economically viable distance over which LWP can competitively travel for sorting, as shown by both the results of the market 
investigation. If anything, this appears conservative in view of Notifying Party’s own observation of the distance travelled by the bulk of the volumes that they sort, 
of 90 km.  
(48) Second, with regard to transport costs, the Notifying Party argues that the y are not a 
determinative factor for obtaini ng LWP sorting contracts, as ultimately the costs 
taken into account are the total costs of the LWP recycling chain. It further considers 
that h igher transport costs for sending LWP to Germany can be compensated by 
lower sorting costs in Germany and by low er transport costs when LWP is 
subsequently sent to recyclers in Germany.
70 The Notifying Party provides in this 
context as an example a tender issued by […] under which it was  awarded a lot 
in 2019.71 The Notifying Party claims that it was  awarded this tender as a result of 
                                                 
63  Replies to question 8 of Questionnaire Q4 – Customers for the sorting of  Dutch LWP; Replies to 
question 16 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP located in Germany.  
64  Replies to question 9.1 of Questionnaire Q4 – Customers for the sorting of Dutch LWP.  
65  See minutes of a call with a competitor on 9 Februar y 2021, paragraph 9.  
66  See minutes of a call with a competitor on 9 February 2021, paragraph 8.  
67  See minutes of a call with a competitor on 10 March 2021, paragraph 4.  
68  Notifying Party’s White Paper 2, submitted on 19 March 2021, paragraphs 6- 10. 
69  Paragraph 470 of the Form CO.  
70  Notifying Party’s reply to RFI 10, paragraph 24. See also Notifying Party’ s White Paper 1, submitted on 
5 March 2021, paragraphs 11- 15. 
71  Notifying Party’s White Paper 2, submitted on 19 March 2021, paragraphs 6- 10; Notifyi ng Party’s reply 
to RFI 4, Annex 4.2.  
 
 
14 qualitative rather than price factors (with price in this tender being the sum of the 
sorting rate and transport costs). The Notifying Party believes that the second-closest 
bidder was a German LWP sorter, which was actu ally able to offer a better price, and 
concludes from this that neither transport costs nor transport distance are 
determinative in tenders. 
(49) However, the Notifying Party’s argument that the transport costs are not 
determinative for obtaining LWP sorting contracts is at odds with the tender 
specifications  that it itself has  shared, which do consider transport costs as an 
important assessment factor. Concretely, t he Notifying Party has shared a sample of 
documents showing award criteria for eight tenders for the sorting of Dutch LWP 
awarded between 2014 and 2019. In six of the eight calls for tenders /contracts  for 
LWP sorting , bidders were specifically asked to indicate the distance over which 
LWP would travel to reach the LWP sorting plant for the purpose of calculating 
transport costs, as an element of the price. Consequently, it appears that the cost of 
transport to the sorting station is a relevant element for customers to assess bids and 
determine the award of a n LWP sorting  contract .  
(50) As such , it is clear that the correct framework for assessing the t ransport costs  is not 
the total costs of the LWP recycling chain, as the Notifying Party claims, but rather 
the costs related to LWP sorting. Considering this, the data available shows that 
transport costs constitute a significant proportion of the costs of LWP sorting, and do 
limit how far LWP can be sent for sorting . Concretely, w hile t he Notifying Party 
estimate s that the cost of transporting Dutch LWP to a sorting plant in the 
Netherlands account s for […]% of the total costs of the recycling chain (this figure 
rises to […]% if Dutch LWP is sent to a plant in Germany),72 however, a s a 
proportion of sorting  costs (rather than the total cost of the recycling chain), these 
figures rise to […]% and […]% when the LWP is sorted in plants in the Netherlands 
and Germany respectively. This indicates not only that transport costs are a 
significant part of the costs of sorting, but that those costs will increase substantially 
when LWP is sent to plants located in Germany.  
(51) Furthermore , the Notifying Party’s  argument in any case does not apply to situations 
where the entity commercialising the sorted LWP to recyclers is not the customer but 
the sorting entity itself. Notably, a ccording to the Notifying Party, Ned vang  – the 
main Dutch  LWP sorting customer – ‘generally transfers the ownership of the LWP 
to the sorting plants except for some small volumes, for which it commercializes the sorted LWP itself ’.
73 Furthermore, the Notifying Party confirmed that  for […] of the 
Target’s large LWP sorting contracts with the main Dutch  customers , it is the Target  
itself (i.e. the LWP sorter, not the customers  of the sorting service ) that carries  out 
the commercialisation of the sorted LWP .74 In those situations , the customer has an 
interest in minimising transport cost to the sorting station since it will not bear the costs from the sorting station to the recyclers.  
(52) As described at paragraph (33)  above, the Notifying Party also argues  that transport 
costs are not determinative given that higher transport costs for sending LWP to 
Germany can be compensated by lower sorting costs in Germ any and by lower 
                                                 
72  Notifying Party’s reply to RFI 10, paragraphs 21- 22. 
73  Notifying Party’s reply to RFI 3, paragraphs 54- 55. 
74  Notifying Party’s reply to RFI 3, paragraphs 54- 55. 
 
 
15 transport costs when LWP is subsequently sent to recyclers in Germany. According 
to the Notifying Party, this is particularly relevant  given that almost none of the 
recycling plants to which sorted LWP is sent are based in the Netherlands.  
(53) On this, firstly the Commission notes that even in cases whe re the customer is 
responsible for the  entire  recycling chain, th is argument would not apply in cases 
where the LWP is not recycled in Germany. Contrary to what the Notifying Party 
implies,  this seems to be most of the cases . Concretely, a ccording to the information 
provided by the Notifying Party, only […]% of the output volumes of the Target’s 
plant in Rotterdam w as recycled in Germa ny in 2019, whereas […] […]% w as 
recycled in the Netherlands a nd […]% in other countries . As regards PreZero, […]% 
of the output of its Zwolle plant in 2020 was recycled in the Netherlands.75 
Therefore, in contrast to what the Notifying Party submits, it seems that in the vast 
majority of situations the ent ire recycling chain is kept within Dutch borders.  
(54) Furthermore, e ven regarding the proportion of LWP sent to recycling plants in 
Germany, it is not apparent why for these volumes the lower cost of transporting 
sorted LWP from a sorting to a recycling plant in Germany would compensate for 
the higher cost of transporting LWP for sorting from the Netherlands to Germany. 
Indeed, unsorted LWP is more costly to transport than sorted LWP .76 Sorted LWP  
has a higher mass density since it has been cleaned up of impurit ies and , unlike 
unsorted LWP, can be and in fact is compressed into bales.77 As a result , the 
transport of sorted LWP is more efficient than the transport of unsorted LWP . In 
order to minimise costs at every step of the recycling chain, customers therefore seek 
to limit pre -sorting transport (i.e. where transport costs are proportionately higher). 
(55) Finally, the Notifying Party’s view that higher transport costs can be compensated 
by lower sorting costs  (in particular due to lower labour costs) in German plant s is 
inconsistent with the views of market participants , who, as mentioned above in 
paragraph (46), indicated that they cannot offer competitive sort ing services for 
LWP if it would need to travel further than 200 km. Furthermore, t he Notifying 
Party’s own estimates are that the sorting cost of LWP (i.e. covering only the sorting fees at the facilities and not transport costs) in the Netherlands accounts for […]% of 
total costs  (based on the entire recycling chain, from collection to 
commercialisation) , while the figure for Germany is […]%.
78 The difference 
therefore accounts for […]% of total sorting costs. The Notifying Party also 
estimates that th e difference between the cost of transporting LWP to a sorting plant  
in the Netherlands and to a sorting plant in Germany is […]% of total costs  of the 
recycling chain (and thus at least in a number of cases greater than the […]% 
difference in sorting fees ). Therefore, e ven according to the Parties’ own estimates, 
higher transport costs are not necessarily entirely compensated by lower sorting 
costs. Moreover, the fact that plants in Germany may have lower labour costs does 
not change the fact that they are  nonetheless rendered less competitive by transport 
costs.  
                                                 
75  Notifying Party’s reply to RFI 14, paragraphs 5- 7. 
76  Notifying Party’s reply to RFI 14, paragraph 12.  
77  Notifying Party’s reply to RFI 14, paragraph 12.  
78  Notifying Party’s White Paper 1, submitted on 5 March 2021, paragraph 35.  
 
 
16 (B) Environmental costs (CO 2 emissions ) 
(56) The information available , notably calls for tenders and their specifications, shows 
that next to transport costs, the environmental cost of transport  is also a factor taken 
into account by customers in awarding tenders . Sorters with more distant LWP 
sorting plants are sometimes penalised, through a correction of the price quoted or 
through negative points for quality, not only because of higher transport costs but 
also for environmental reasons related to the increased CO 2 emissions associated 
with longer transport. 
(57) Concretely, as mentioned, the Notifying Party has shared a sample of documents 
showing award criteria for eight tenders for the sorting of Dutch LWP  organised 
between 2014 and 2019. In half of these tenders, bidders were awarded qualitative points for ‘sustainable transport ’,
79 based on the distance LWP would need to travel 
to the LWP sorting plant. The application of these qualitative criteria is  inten ded to 
capture the environmental impact through higher CO 2 emissions of transporting 
LWP over long distances .80 
(58) As already mentioned in Section 4.2.2.2(A), besides being penalised under 
qualitative criteria, the trans port distance to the sorting plant is also often reflected in 
the price score that  a bidder is awarded. In six of the eight tenders reviewed, bidders 
were asked to specify the distance over which LWP would travel to reach the sorting plant for the purpose of calculating transport costs, as an element of the price. 
Although adjustments to the price are intended to correct for the financial cost of 
transportation over longer distances (rather than for the higher CO
2 emissions from 
trucks), there is a significant overlap between tenders in which the transport distance is penalised through corrections to the price and those in which it is penalised through a loss of points for quality. In three of the eight tenders examined, a bidder 
with a plant located in Germany would have been doubly penalised for the distance 
of the sorting plant from the transhipment station where collected LWP would be 
gathered: first for the additional transport costs maki ng the price less competitive (as 
explained in Section 4.2.2.2(A)), and second by losing points for quality linked to 
‘sustainable transport’.
81 This double penalty has been confirmed in the market 
investigation: cust omers expressed that LWP sorting plants should be situated as 
close as possible to the source of the waste, both because of the cost of transportation and given the need to minimise environmental harm from CO
2 emissions in the 
waste management chain.82 Competitors also confirmed that besides being less 
competitive on price, bidders located at a greater distance would be allocated negative points in a tender due to high CO
2 emission incurred by the transport of the 
waste, a disadvantage for which a bidder wou ld need to compensate by lowering its 
price.83 
                                                 
79  Notifying Party’s reply to RFI 13, Annexes 1- B.1, 1- B.5, 1- B.6, 1- B.8. 
80  See minutes of a call with a competitor on 10 February 2021, paragraph 15.  
81  Notifying Party’s reply to RFI 13, Annexes 1- B.5, 1- B.6, 1- B.8. 
82  Minutes of a call with a customer on 19 February 2021, paragraph 12.  
83  Minutes of a call with a comp etitor on 10 February 2021, paragraph 15.  
 
 
17 (C) Customer preference  for sorting of Dutch LWP in the Netherlands  
(59) In addition to transport costs and environmental costs which limit the distance over 
which LWP can travel for sorting, the market investigation al so elicited that the 
sorting of Dutch LWP is impacted by t he existence of a preference for sorting Dutch 
LWP within the Netherlands.  
(60) Concretely, a ll sorters active on the Dutch LWP sorting market  that responded to the 
market investigation considered that  there is a political preference for Dutch LWP to 
be sorted in the Netherlands.84 One sorter explained that this preference is grounded 
on concerns about the integrity of the overall LWP sorting and recycling chain, and 
in particular regarding the proportion of collected LWP that is actually sorted and 
recycled. For that reason, sorting in the Netherlands is viewed more favourably from 
a pol itical point of view, as it ‘provides better political backup’.85 German sorters  
active in offering LWP sorting services  to customers in the Netherlands also believe  
that such  customers have a preference for sorting to take place in the Netherlands.86 
(61) Customers themselves provided mixed views . On the one hand, a number of  
customers denied the existence of any kind of national preference,87 or explicitly 
insisted that the distance, and not the specific country  in which a sorting plant is 
located , is the most important factor in selecting a supplier of sorting services .88 On 
the other hand, several  customers confirmed that  municipalities on whose behalf 
they arrange for sorting do prefer LWP to be sorted in the Netherlands or close to the 
border.89 One respondent explains that  this is motivated both by environmental 
reasons and by a desire to stimulate employment in the country where the waste is generated.
90 One customer , which contracts LWP sorting services on behalf of a 
number of Dutch local authorities , explained that the Dutch government and 
municipalities expect LWP sorting to be achieved as close to the point where was te 
is generated as possible, and that they only have recourse to German sorters to the 
extent  that capacity in the Netherlands is short.91 This would seem to be consistent  
with the (volume) market shares provided by the Notifying Party (see Table 2), 
which show that the proportion of LWP that customers have sent to be sorted to 
German plants has declined over the last year s as new capacity has been built in the 
Netherlands. 
                                                 
84  Replies to question 13.1 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP located in the 
Netherlands; Replies to question 19.1 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP 
located  in Germany.  
85  […]’s response to question 13.1 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP located 
in the Netherlands.  
86  Replies to questions 19 and 20 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP located 
in Ger ma ny . 
87  Replies to question 14 of Questionnaire Q4 – Customers for the sorting of Dutch LWP.  
88  Replies to question 14.1 of Questionnaire Q4 – Customers for the sorting of Dutch LWP.  
89  […]’s replies to question 13.1 of Questionnaire Q4 – Customers for the sor ting of Dutch LWP. Minutes of 
a call with a customer on 19 February 2021, paragraph 12.  
90  […]’s replies to question 13.1 of Questionnaire Q4 – Customers for the sorting of Dutch LWP.  
91  Minutes of a call with a customer on 19 February 2021, paragraph 12.  
 
 
18 (62) With regards to the 2019 Midwaste/RKN tender cited by the Notifying Party, the 
Commission understands that the most important factor in the Notifying Party’s 
success was its commitment to build a new sorting facility in t he Netherlands. It is 
apparent from the award letter sent to the Notifying Party that under 3 of the 5 
qualitative criteria applied in this tender, the decision to build a new plant at Zwolle 
was a key reason for the score awarded. This award letter states  that “the new 
installation (in the Netherlands) creates clear added value for the circular economy .” The fact that the Notifying Party’s offer may not have been the most 
competitive in terms of price is unsurprising given that it involved sending LWP to 
Germany (to Schwarz’s plant in Porta Westfalica) for sorting during a transitional 
period (2019 and early 2020, incurring higher transport costs  in that time ) and given 
also the investments which the Notifying Party was incurring in building the new 
sorting  plant in Zwolle. In any case, the fact that Schwarz decided to build a new 
plant in Zwolle to sort the Dutch LWP under this contract when it could have 
continued to sort Dutch LWP  from its LWP sorting plant in Germany is indicative of 
a clear advantage for sorting Dutch LWP in plants closer to the collection point. The Commission therefore considers this tender to be further evidence of the fact that 
customers have a clear preference for LWP to be sorte d in the Netherlands.  
(D) Technical barriers  
(63) The results of the market investigation also pointed to the existence of technical 
barriers  for non-Dutch LWP sorters to sort Dutch LWP , related to the composition of 
the LWP mix and to the regulations on traceabil ity of LWP . These barriers imply  
additional costs that LWP sorting plants located in other Member States must face when  also sorting Dutch LWP  alongside LWP from their own country. This further  
limits the possibility of sending Dutch LWP to neighbouring countries for sorting.  
(64) First, the differences in the  LWP mix between the Netherlands and Germany impact 
sorting operations . Sorters, in particular those which are able to sort Dutch LWP 
from plants in Germany, confirmed that  the mix of waste fractions composing  LWP 
is different in both countries and needs to be treated separately. Indeed, Dutch LWP 
tends to contain greater quantities of plastics, while German LWP tends to contain a 
greater proportion of paper and metallic waste. Because of the different  composition 
of the waste, LWP needs to be sorted in different batches, and some adjustments must be made to the sorting machinery when changing batches from different 
countries, resulting in lost time (and therefore lost capacity). One sorter in Germany 
estimated the costs associated with switching between the sorting of Dutch and 
German LWP to be several thousands of euros per week, while another estimated these costs to be approximately EUR 250 000 per year. Therefore, a German plant 
that intends to sort  also Dutch LWP must change its production process.
92 
(65) Moreover, Dutch regulatory requirements on the traceability of waste require that 
Dutch LWP be stored separately from LWP from other countries, both before and 
after sorting,93 which means that plants tha t want to sort both German and Dutch 
LWP need to invest in additional storage.  
                                                 
92  Replies to question 8 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP located in 
Germany.  
93  As explained in paragraph (34) . 
 
 
19 (66) For those reasons, despite mixed views as to the importance of these factors,94 
German sorters that responded to the market investigation agreed that LWP sorting 
plants in Germa ny are at a significant disadvantage compared to LWP sorting plants 
in the Netherlands. A competitor who previously sorted Dutch LWP mentioned: 
‘German and Dutch sorting plants are designed differently; have different processes 
in place to sort the different LWP mixes and attain the different standards. Sorting a 
different LWP mix would require the rebuilding of a facility. Adapting the plant to be  
able to receive LWP from another country would require significant  investments, 
depending on the existing technology and size of the plant. Consequently, it is 
generally impossible for a plant to serve simultaneously Dutch and German 
customers’95. Another sorter which currently serves the Dutch market indicated that 
‘[n]ot all German LWP sorting plants are necessarily able to sort Dutch LWP. Dutch regulations set different quality standards for the LWP sorting output than 
German authorities, and not all Ger man plants can meet these standards, at least 
not without incurring additional costs ’.
96 
(67) One respondent active in Germany located less than 20 km from the Dutch border, 
with prior experience in sorting Dutch LWP , indicated that adapting the sorting 
plants t o sort LWP from different countries is  very costly, while sorting LWP from 
different countries in shifts would also be very difficult, as the adjustments to the sorting lines would take 4-5 hours each time  (thereby lowering the plant’s 
utilization) . For these reasons, combined with the need to obtain authorisations for 
cross -border shipments of waste  (discussed below), this respondent considered that it 
was significantly more difficult for plants  in Germany to sort Dutch LWP.
97 Other 
LWP sorters with plants in Germany close to the Dutch border, and which have 
sorted Dutch LWP in the past, likewise confirmed that sorting LWP from the 
Netherlands and Germany within the same facility was excessively complex and 
costly.98 
(E) Administrative formalities  
(68) Lastly, specific  administrative formalities apply to the  cross -border transport for 
LWP sorting. Concretely, s ending LWP for sorting outside the Netherlands involves 
more administrative formalities than sorting the LWP in the country, including  the 
setting up of a  financial guarantee . This too limits the possibilities for transporting 
Dutch LWP cross -border for sorting.  
(69) As mentioned above  in paragraph (34), the  regulation of cross -border transport of 
waste is harmonized at EU level through the Waste Shipment Regulation. Although 
these are not considered a serious impediment by German sorters  already sorting 
Dutch LWP, they are seen as an additional obstacle  by sorters in Germany and 
Belgium not currently active  for the  sorting  of Dutch LWP.  
                                                 
94  Replies to questions 8.3, 8.4, 10.1, 10.2 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP 
located in Germany.  
95  Minutes of a call with a competitor of 2 February 2021, paragraph 17.  
96  Minutes of a call with a competitor on 9 February 2021, paragraph 8.  
97  Reply of a German sorter to question 8.4 of Questionnaire Q3 – Competitors for the sorting of Dutch 
LWP located in Germany and Belgium.  
98  Reply of a German sorter to  RFI 9, paragraph 3; Minutes of a call with a competitor on 2 February 2 021, 
paragraph 17.  
 
 
20 (70) Concretely, sorters located in Germany which are active in the sorting of Dutch 
LWP indicated that they do not consider the costs of satisfying these administrative 
formalities ( i.e. the fees and guarantees) to be very significant, although they also 
indicated that these costs, combined with the obligation to keep waste from different 
countries separate, did make it significantly more difficult for them to sort Dutch 
LWP.99 Among sorting plants close to the Dutch border in Belgium and Germany 
which do not sort Dutch LWP, a majority indicated that these administrative barriers 
make it significantly more difficult to sort Dutch LWP.  
(71) Large customers of LWP sorting services  in the Netherlands held differing views on 
whether the administrative barriers associated with the cross -border shipment of 
waste are a significant impediment for plants outside of the Netherlands. One large 
customer explained that in its view, the admini strative obligations that come with  
notifying cross -border transports of waste , and the cost of the associated fees and 
guarantees , are not a problem for German LWP sorters for whom the sorting of 
Dutch LWP is part of their daily business.100 Three other cus tomers however 
explained that the requirement to comply with the Waste Shipment Regulation 
place s an additional burden on LWP sorting plants located in Germany when it 
comes to the sorting of Dutch LWP .101 
4.2.2.3. Conclusion on geographic market definition  
(72) In conclusion, for customers of LWP sorting services in the Netherlands, both supply and demand are national in scope.  
(73) Indeed, it results from the above that Dutch LWP can generally only be sorted in an 
economically viable manner  in LWP sorting plants that are relatively close to the 
transfer station where collected waste is gathered , notably at most approximately 200 
km. The Market Definition Notice remarks that in cases like the present one, where 
the transport of a product incurs significant transport cost s, deliveries from a given 
plant are limited to a certain area around each plant by the impact of transport 
costs.
102 In principle, such an area could constitute the relevant geographic market. 
However, as the Market Definition Notice explains , if the distri bution of plants is 
such that there are considerable overlaps between the areas around different plants, it is possible that the pricing of those products will be constrained by a chain 
substitution effect, and lead to the definition of a broader geographi c market.  Such 
chain substitution effects would appear to be present in the Netherlands. Given the size of the country, all sorting plants are able to compete for a significant part of 
national demand, and the radii within which they are able to offer LWP sorting 
services overlap to a significant extent.  
(74) Other factors identified in the market investigation also suggest that the market for 
the sorting of Dutch LWP is national in scope, notably customer preference, 
variation in the composition of the LWP between Member States, technical 
regulations on traceability and other administrative factors.  
                                                 
99  Replies to questions 11, 12, 13 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP located 
in Germany.  
100  Minutes of a call with a customer on 19 February 2021, paragraph 14.  
101  Replies to question 11 and 11.1 of Questionnaire Q4 – Customers for the sorting of Dutch LWP.  
102  Commission Notice on the definition of the relevant market for the purposes of Community competition 
law, OJ C 372, 9.12.1997, paragraph 57. 
 
 
21 (75) While these elements limit the ability of plants in other Member States to compete 
on an equal footing with Dutch plants for the sorting of Dutch LWP, they do not 
completely prevent them from competing , as illustrated by the fact that certain plants 
in Germany, located within the economically viable distance, together currently receive approximately one third of the volumes of Dutch LWP for sorting . These 
plants how ever should be considered out -of-market constraints, as they face 
additional costs and obstacles to supply customers in the Netherlands that Dutch 
plants do not face and, as explained earlier, are generally considered disadvantaged 
in comparison to them. That plants in other Member States are out -of-market 
constraints is also demonstrated by the fact that  other German and Belgian plants do 
not sort Dutch LWP , do not submit bids or participate in any tenders for the sorting 
of Dutch LWP and, when approached by the Commission, these competitors showed 
to be largely  unaware of the conditions (quality standards, administrative 
requirements) for sorting LWP , despite being in some cases very close to the Dutch 
border.
103  
(76) Ultimately, therefore, competitive conditions for the sorting of Dutch LWP are  
different for LWP sorting plants located in the Netherlands and LWP sorting plants 
located outside of the Netherlands (even if close to the border).  
(77) For these reasons, the Commission considers that conditions of competit ion are 
sufficiently homogeneous only within the territory of the Netherlands, so  that the 
relevant geographic market for the sorting of LWP is  national . 
4.3. Collection of hollow glass  
4.3.1. Product market definition  
(78) As mentioned above , in prior decisions, the Commi ssion  distinguished separate  
relevant product markets for each stage of the waste management process and for 
different waste fractions . In particular, the Commission has identified a separate 
relevant product market for the collection of hollow glass.104 
Notifying Party’s view  
(79) The Notifying Party agrees that the collection of hollow glass constitutes a separate 
relevant product market, though caveats that this is primarily relevant for household 
waste only, and for Germany.  
(80) Notably, in Germany only certai n waste fractions are collected directly from the 
households (i.e. PPC, LWP and residual household waste). Hollow glass  is collected 
in containers that are set up in different communal spaces throughout the 
municipality , under specific collection contracts . This distinction is not relevant for 
I&C waste, where the different waste fractions are typically not collected 
separately.105  
                                                 
103  Replies to questions 9.4 and 12 of Questionnaire Q 3– Competitors for the sorting of Dutch LWP located 
in Germany and Belgium.  
104  See Section 4.1 for a more detailed overview of the Commission’s decis ion-making practice.  
105  Paragraphs 172- 173 and footnote 103 of the Form CO .  
 
 
22 Commission’s assessment  
(81) The market investigation confirmed the existence of a separate relevant product 
market for the collection of hollow glass. All market investigation respondents, both 
competitors and customers, indicated that in Germany, the collection of hollow glass 
is organised separately from the collection of other waste fractions.106 They explain 
that the collection of hollow glass is organised by so -called ‘ dual systems ’, which 
are operators that organise the recycling of packaging waste on behalf of the 
manufacturers, importers and retailers who, as distributors, are originally responsible 
for the recycling. This service  is provided by the dual systems against payment of a 
license fee by the distributors. Dual systems thus tender and contract the collection 
of hollow glass separately. The collection itself is, contrarily to other waste fractions, not done directly at the households, but rather at centralised drop-off points in the collections areas of the municipality.
107  
(82) In view of the above, the Commission cons iders, for the purpose of this D ecision, a 
separate relevant product market for the collection of hollow glass.  
4.3.2. Geographic market definition  
(83) In the past, the Commission has considered for the Netherlands that while the 
demand for the collection of hollow glass must be regarded as local , collection 
schemes are set up, financed and operated at national level, and that consequently 
prices, subsidies and means of collection vary from Member State to Member State. 
Larger collection companies are active across the country. For those reasons, t he 
Commission considered the market for collection of hollow glass to be national .108 
The Commission has not investigated the geographic scope for the collection of 
hollow glass in Germany. However, the Bundeskartellamt has considered both the 
national level  and a ‘regional level’ comprising of a Landkreise (‘district ’) and 
adjoining districts, ultimately leaving the geographic market definition open.109   
Notifying Party’s view  
(84) The Notifying Party submits that also for Germany, the collection of hollow glass i s 
national in scope. It argues that in Germany too, large companies operate throughout the country, tenders are organised on a national basis and the regulatory framework 
is predominantly national in scope. The barriers to entry at regional level are very 
low; a company only needs to make available bottle banks and collection trucks  and 
potentially hire additional employees in order to start operating in another region. 
Ultimately, companies collecting hollow glass face their competition at national level.
110 
                                                 
106  Replies to question 4 of Questionnaire Q5 – Competitors for the collection of hollow glass in the Bielefeld 
region; replies to question 4 of Questionnaire Q6 -  Customers for th e collection of hollow glass in the 
Bielefeld region.  
107  Replies to question 4.1, 5, 5.1 of Questionnaire Q5 – Competitors for the collection of hollow glass in the 
Bielefeld region; replies to question 4.1, 5, 5.1 of Questionnaire Q6 -  Customers for the c ollection of 
hollow glass in the Bielefeld region.  
108  See case M.4576 – AVR/Van Gansewinkel, paragraph 19.  
109  See case B4 -21/19 – Remondis / DSD , paragraphs 125 et seq.  
110  Paragraphs 223, 312 of the Form CO . 
 
 
23 Commission’s assessment  
(85) The market investigation in the present case supports largely the arguments put 
forward by the Notifying Party.  
(86) The demand for hollow glass collection services in Germany is structured on the 
basis of individual districts, but following rules set nationally. Contracts typically 
last three years, and market investigation respondents explained that on an annual 
basis,  around a third of all district s in Germany are allocated to the dual systems, 
who are responsible for the organisation of the collection of hollow glass. The 
allocation of district s is random, on the basis of a lottery system which takes into 
account the volume licensed to each dual system. Dual systems can be allocated 
districts from all over the country. Dual systems operators then select their hollow 
glass collector in each of the districts for which they are responsible, by issuing calls 
for tenders that are open to all hollow glass collectors nationwide. The collection 
itself is  done locally.111  
(87) On the supply- side, the market investigation showed that some bigger companies, 
such as Schwarz, SUEZ , Remondis and Alba, organise their operations in terms of 
collection schemes, operations  and financing nation-wide and are active across the 
country, while others are only present at the regional or local level. Indeed, whereas  
some competitors indicated that they have submitted bids and offer collection 
services  across the country, others stated that they have submitted bids and offer 
services only for certain regions/districts. Customers have also indicated  that while 
some companies submit bids across the country, others’ focus is more regionally or 
locally.112 As such, bigger companies appear to compete with each other at national 
level, and in certain regions with more regional or local players too.  
(88) Furthermore, the market investigation has revealed that there are price differences across different regions in Ge rmany, though market respondents explained in this 
regard that this is related mainly to whether it concerns collection in more urban versus in more rural areas, as transport costs differ.
113 The legal framework is  the 
same across the country, as it ‘is esse ntially determined by the Verpackungsgesetz 
(VerpackG), and in part also by the Kreislaufwirtschaftsgesetz (KrWG). Both are federal laws that claim national validity. ’
114 Whereas a local presence is required, 
barriers to enter a region seem to be rather low: market investigation respondents 
described that ‘ [t]o take on a contract in a new district, a collector needs only 
trucks, containers and drivers, and a place to park the trucks and to weigh / 
temporarily store the hollow glass collected (transit warehous e) before it is picked 
                                                 
111  Replies to questions 4- 5 of Questionnaire Q5 –  Competitors for the collection of hollow glass in the 
Bielefeld region; replies to question 4 -5 of Questionnaire Q6 -  Customers for the collection of hollow 
glass in the Bielefeld region; Minutes of a call with a competitor on 2 February 2021, paragraphs  3-5, 9; 
Minutes of a call with a customer on 2 February 2021, paragraphs 5 -6. 
112  Replies to questions 6- 10 of Questionnaire Q5 – Competitors for the collection of hollow glass in the 
Bielefeld region; replies to question 6 -8 of Questionnaire Q6 -  Custo mer s for the collection of hollow 
glass in the Bielefeld region; Minutes of a call with a competitor on 2 February 2021, paragraph 10.  
113  Replies to questions 11, 11.1 of Questionnaire Q5 – Competitors for the collection of hollow glass in the 
Bielefeld regio n; replies to question 9, 9.1 of Questionnaire Q6 -  Customers for the collection of hollow 
glass in the Bielefeld region.  
114  Replies to questions 12, 12.1 of Questionnaire Q5 – Competitors for the collection of hollow glass in the 
Bielefeld region; replies  to question 10, 10.1 of Questionnaire Q6 -  Customers for the collection of hollow 
glass in the Bielefeld region.  
 
 
24 up for transport to the sorting plants ’. However, respondents  also mentioned that ‘a 
company is usually less willing to compete in a region in which it does not yet have 
any infrastructure ’. Some market investigation participants added that ‘the regional 
knowledge in a contractual area due to collection from central depot containers 
does not have to be too well -founded, as is the case with near -household collection 
services ’ and that ‘[a]s pro jects are awarded based on the offered price, local 
reputation does not play a role in winning contracts for the collection of glass.’115 
(89) In conclusion, while the market investigation point to the existence of  a national 
market, it also showed the existence of regional or local elements. In any case, for the purpose of this D ecision the exact geographic market definition can be left open 
as it does not affect the outcome of the competitive assessment of the Proposed 
Transaction with regard to the collection of hollow glass.  
(90) As explained below, applying a conservative approach, the Commission will in its 
competitive assessment consider a smaller than national  geographic market , 
comprising of the Bielefeld district and adjoining districts  (the ‘Bielefeld 
Region’)
116, as only under this plausible market definition the Proposed Transaction 
results in an affected market .  
5. COMPETITIVE ASSESSMEN T 
(91) The Proposed Transaction gives rise to horizontally affected markets in relation to 
the sorting of LWP in the Netherlands and for the collection of hollow glass  if the 
Bielefeld Region ( Germany) is considered.  
(92) Furthermore, the Proposed Transaction will give rise to several  vertical links, 
namely (i)  between the collection of LWP and the collection of I&C waste117 (both 
upstream) and the sorting of LWP (downstream), (ii) between the sorting of LWP 
(upstream) and the commercialisation of LWP (downstream), and (iii)  between the 
collection of I&C waste (upstream) and the retail activities (downstream ).118  
(93) In addition, on 15 March 2021 the Commission received a submission from the 
Polish national competition authority UOKiK, putting forth general concerns about 
the Proposed Transaction due to the fact that  ‘[t]he market for waste disposal is 
highly concentrated and we have spotted some c ompetition problems in the past. 
                                                 
115  Replies to questions 13.1 of Questionnaire Q5 – Competitors for the collection of hollow glass in the 
Bielefeld region; replies to question  11.1 of Questionnaire Q6 -  Customers for the collection of hollow 
glass in the Bielefeld region; Minutes of a call with a customer on 2 February 2021, paragraphs 7 -9; 
Minutes of a call with a competitor on 2 February 2021, paragraph 6- 8. 
116  Concretely, in  line with the approach taken by the Bundeskartellamt and suggested by the Notifying Party, 
the starting point is the Target’s location in Bielefeld, and then including two layers of adjoining districts: 
(i) the immediate adjoining districts i.e. Gütersloh and Lippem and (ii) the outer adjoining districts i.e. 
Herford, Soest, Paderborn, Höxter, Holzminden, Hameln -Pyrmont, Schaumburg, Minden- Lübbecke, 
Osnabrück, Warendorf and Steinfurt. See footnote 194 of the form CO.  
117  Potentially segmented on the basis of whether the waste is commercial, industrial, or demolition and 
construction waste.  
118  As for all of the vertical links created by the Proposed Transaction, all plausible markets would result in 
the same outcome in terms of the competitive assessment (as explained in detail below in Section 5.3), the exact market definitions can be left open for the purpose of the assessment of vertical links in this Decision.  
 
 
25 Since it is the biggest transaction in this market in Poland in years we needed to 
express our concerns that it may worsen the situation on a general level.’  
(94) However, on the basis of the information submitted by the Notifying Party, the 
Proposed Transaction would not result in affected markets for waste management 
services within Poland  under any plausible product or geographic market definition. 
UOKiK’s submission  does not contain information supporting another conclusion; in 
fact, it does not raise merger-specific concerns  or even allege the existence of 
affected markets  in Poland.119 Furthermore, UOKiK attached two studies120 to its 
submission which contain market share estimates, inc luding those of the Parties, 
which do not rise to the level of affected market s under the meaning of the 
Form  CO.121 Rather, UOKiK’s concern relates to the fact that in spite of the high 
number of competitors in Poland, many local authorities receive no more  than one 
bid when organising tenders. The Proposed Transaction will not materially worsen  
this situation  due to the Parties’ limited competitive position in Poland (whether at 
the local, regional, or national level). Finally, t he market investigation did not elicit 
any information that could point to the existence of affected markets for waste 
management services in Poland, nor did the Commission receive any additional 
complaints in relation  to the Polish market . For that reason, the possible impact of 
the Proposed Transaction for the Parties’ waste management activities in Poland will 
not be further discussed in this Decision.  
5.1. Horizontal non -coordinated effects  – sorting of Dutch LWP  
(95) The Proposed Transaction raises concerns in relation to horizontal non-coordinated 
effects in the sorting of Dutch LWP. The Commission’s concerns result from  (i) the 
Parties and competitors’ position in the relevant market, (ii) the closeness of competition, (iii) the spare capacity in the market, (iv) the str ucture of demand for 
the sorting of LWP, and (v) the barriers to entry or expansion. 
5.1.1. Structure of supply : the Parties and competitors’ position in the relevant market .  
(96) Within the Netherlands there are 5 competitors (each of the Parties, Omrin, Attero 
and PRA) for the sorting of LWP. Table 1 below shows each sorter’s plant, its 
capacity, and its capacity market share.  
                                                 
119  UOKiK submission of 15 March 2020; Notifying Party’s reply to RFI 16, paragraph 1.  
120  Raport - Badanie rynku usług związanych z gospodarowaniem odpadami komunalnymi w gminach 
miejskich w latach 2014- 2019, UOKiK (2020); Raport badanie rynku usług związanych z 
zagospodarowania odpadów komunalnych w instalacjach w latach 2014 -2019, UOKiK (2019). 
121  According to these studies, the Parties’ combined share at the national level in Poland would not exceed 
10% in the last year for which data was available ( i.e. in 2019). 
 
 
26 Table 1: Parties’ and Dutch competitor s’ capacity market shares for the sorting of 
Dutch LWP (2020)122 
Company  Location  Capacity (kt)  Capacity share  
PreZero  Zwolle (NL)  […]  [20-30]%  
Target  Rotterdam (NL)  […]  [30-40]%  
Combined   […]  [50-60]%  
Omrin  Heerenven (NL)  […]  [10-20]%  
Attero  Wijster (NL)  […]  [10-20]%  
PRA  Amsterda m (NL)  […]  [5-10]%  
TOTAL  / 329 100%  
Source: Form CO, Table 20 and Annexes 6- D and 7 and competitors’ non- confidential responses to the 
market investigation. For the driving distance , the information has been provided by the respective 
competitors or elaborated by the Commission.  
(97) According to the above  Table, the Parties would control almost [50-60]% of the 
capacity in the Netherlands for the sorting of LWP . It should be noted that t his figure 
underestimate s the Parties’ position  since , as explained in paragraph (111), a 
significant  part ([…] kt, i.e. almost half ) of Omrin’s capacity is dedicated to sorting 
the LWP generated by its own municipalities,123 which means that the portion of its 
capacity actually available for the merchant market would be significantly lower 
(around […] kt , instead of the […] kt mentioned in the T able above ).  
(98) These figures differ from those  provided by the Notifying Party, which pointed to a 
significantly lower combined market share. Notably, the Notifying Party has 
provided capacity market shares taking into account next to the Dutch LWP sorting 
plants also the entire capacity of the five German plants that serve the Dutch LWP 
sorting market.124 On this basis, the Parties’ combined market share in terms of 
capacity would be [20-30]%. The Commission, however, considers that these shares 
overestimate the competitive strength of German LWP sortin g plants , since  most of 
their capacity is used to serve the German market.125  
                                                 
122  Besides its plant in Zwolle, PreZero has a plant in Porta Westfalica, Germany, around 150 km from the 
Dutch border, from which it used to sort Dutch LWP. The Zwolle plant in the Netherlands was built in the context of a contract w ith a Dutch customer [confidential details on customer and contract duration]  , 
although the Porta Westfalica plant continued sorting Dutch LWP […]  until the Zwolle plant was 
completed (s ee paragraph 505 of the Form CO ).  The Notifying Party submits that s ince then the Porta 
Westfalica plant has not sorted Dutch LWP [confidential details on the sorting activities of the Notifying Party] (s ee paragraph 452 of the Form CO ). For this reason, this plant has not been included in this table. 
The Commission has no t included in the table above the capacities of post -separation plants which the 
Notifying Party included in Table 20 and Annexes 6 -D and 7 of the Form CO (namely, HVC Alkmaar, 
AVR Rotterdam, AEB Amsterdam) since, as explained in paragraphs (24) ,(25)  above, post -separation 
must be considered a separate market from LWP sorting.  
123  See minutes of a call with a competitor on 27 January 2021, paragraphs 5- 6. 
124  Notably, in addition to the LWP sorting plants mentioned above, the Notifying Party included in  its 
estimations also […]  Ochtendung, […] kt for Hubert Eing Gescher, […]  kt for Augustin Meppen, […]  kt 
for Alba Marl and […]  kt for Schönmackers Kerpen/Kempen, resulting in an overall market of 863 kt 
capacity, of which the Parties’ […]  kt represents app roximately [20 -30]%. 
125  In fact, Dutch LWP only accounts for 15% of the capacity of Alba’s plant’s in Marl (see minutes of the 
call with Alba of 9 February 2021, paragraph 5 and Alba’s reply to RFI 11, paragraph 1) and one third of 
the capacity of Hubert E ing’s plant (see Hubert Eing’s reply to RFI 11, paragraph 1). SUEZ also indicated 
that […]% of its plant in Ochtendung is dedicated to sort Dutch LWP. Augustin did not reply to the market investigation. As regards the  spare capacity ( i.e. capacity not curr ently used) of these plants, it is 
uncertain what proportion will be dedicated to the German or to the Dutch market. However, Alba has 
 
 
 
27 (99) The Commission considers that market shares based on the volumes of Dutch LWP 
effectively sorted by each market player provide a more accurate picture of the 
competitive situation  in the market. Table 2 below shows for the Parties’ and their 
competitors ’ plants located in the Netherlands the volumes of Dutch LWP sorted by 
each of them and their market shares for the last three years . 
Table 2: Parties’ and Dutch competitors’ volume  market shares for the sorting of 
Dutch LWP  (2018-2020) 
Company  2018  2019  2020  
Vol. (kt)  %  Vol. (kt)  % Vol. (kt)  %  
PreZero*  […] [10-20]%  […] [20-30]%  […] [20-30]%  
Target  […] [40-50]%  […] [30-40]%  […] [30-40]%  
Combined  […] [60-70]%  […] [60-70]%  […] [60-70]%  
Attero  […] [20-30]%  […] [20-30]%  […] [10-20]%  
Omrin**  […] [10-20]%  […] [10-20]%  […] [10-20]%  
PRA  […] [0-5]% […] [0-5]% […] [5-10]%  
TOTAL  217 100%  217 100%  261 100% 
Source: Form CO, Table 20 and Annexes 6- D and 7.  
(*) Including Zwolle and Porta Wesfalica plants.  
(**) Assuming that […] kt of the volumes sorted in the plant in 2020 and 2019 are captive (of a total of 
capacity of the plant of […]  kt). For 2018,  the capacity of the plant was lower ( […] kt) and all volumes are 
assumed to be  sold to the merchant market . 
(100) The above  Table shows that also in terms of volumes  sorted in the Netherlands , the 
Proposed Transaction consists in the combination of the two largest competitors in 
the Dutch LWP sorting market. Post -transaction, the Parties’ combined market share 
considering only the Dutch LWP sorting plants would be [60-70]% in 2020, a 
percentage whic h has remained stable over the last three years. This market share 
would be more than […] points higher than that of its next competitor, Attero 
([10-20]%), who would be the only remaining competitor with a market share higher 
than [10-20]%.  
(101) The Notifying Party submits that the volumes of Dutch LWP sorted by plants in 
Germany should also be taken into account. If these were taken into account in the 
same manner as the volumes sorted by Dutch plants, the Parties would have a 
combined market sha re of [30-40]% in 2020 (see Table 3 below).  
                                                                                                                                                      
indicated that even though all the capacity of its plant in Marl can theoretically serve the Dutch market, 
they do not expect a growth in the volumes of Dutch LWP to be sorted in the future. Hubert Eing also replied that they do not expect increases in the volumes of Dutch LWP volumes to be sorted and  their 
capacity to take additional ones would in any case be limited (see r eplies by Alba and Hubert Eing to 
question 4 and 5 of RFI 8 and RFI 11).  
Theoretically, some of the Dutch sorting plants could also serve the German market. However, this has never been the case due to the historic under -capacity of the Dutch market. Moreover, neither the Parties 
nor any competitor has indicated during the market investigation that they have any plans to serve the German market from Dutch plants.  
 
 
28 Table 3: Parties’ and Dutch/German competitors’ volume market shares for the 
sorting of LWP (2018-2020)  
Company  2018  2019  2020  
Vol. (kt)  %  Vol. (kt)  %  Vol. (kt)  %  
PreZero*  […] [10-20]%  […] 10-20]%  […] 10-20]%  
Target  […] [20-30]%  […] [20-30]%  […] [20-30]%  
Combined  […] [30-40]%  […] 30-40]%  […] 30-40]%  
Attero  […] 10-20]%  […] 10-20]%  […] 10-20]%  
Omrin**  […] [5-10]%  […] [5-10]%  […] [5-10]%  
PRA  […] [0-5]% […] [0-5]% […] [0-5]% 
TOTAL NL Plants  […] [40-50]% […] [40-50]% […] [50-60]%  
Schönmackers  […] 10-20]%  […] 10-20]%  […] 10-20]%  
SUEZ Ochtendung ****  […] 10-20]%  […] [5-10]%  […] 10-20]%  
Agustin Meppen  […] 10-20]%  […] 10-20]%  […] 10-20]%  
Hubert Eing  […] [0-5]% […] [0-5]% […] [5-10]%  
Alba  […] [0-5]% […] [5-10]%  […] [0-5]% 
TOTAL NL+DE Plants  377 100%  416 100%  447 100%  
Source: Form CO, Table 20 and Annexes 6- D and 7 and replies to the market investigation.  
(*) The volumes for Prezero i nclud e all Dutch LWP volumes sorted at its Zwolle and Porta Wes tfalica plants.  
(**) Assuming that […]  kt of the volumes sorted in the plant in 2020 and 2019 are captive (of a total of 
capacity of the plant of […]  kt). For 2018, the capacity of the plant was low er ([…] kt) and all volumes are 
assumed to be sold to the merchant market.  
(***) The “total NL plants” for 2018 and 2019 does  not include any of PreZero’s volumes, since all Dutch 
LWP sorted by PreZero was sorted from Porta Westfalica, Germany . For 2020, all of PreZero’s volumes were 
sorted at its Zwolle Plants, hence all of PreZero’s volumes are included in the “total NL plants”.  
(****) SUEZ ’s plant in Ochtendung is excluded from the scope of the  Proposed Transaction.  
(102) Even if the volumes of Dutch LWP sorte d by German LWP sorting plants were 
taken into account , the merged  entity would, as the table above indicates, be the clear 
market leader , with  almost three times  the size  of the next  competitor, Schönma ckers 
(who has a market share of [10-20]%, i.e. […] percentage points less ). There would 
be no remaining competitors  with a market share higher than [10-20]%.  
(103) In conclusion, regardless of whether only competitors located in the Netherlands, or 
also competitors located in Germany, are taken into account, the Proposed 
Transaction would combine the two largest competitors in the market and would 
result in  the combined entity becoming the clear market leader, with a considerable 
lead over any competitor.  
(104) As a caveat to the latter scenario (i.e. considering both Dutch and German LWP 
sorters ), the Commission note s that, as  explained in detail in Section 5.1.2, German 
LWP sorting plants cannot be deemed to exercise an equivalent competitive 
constraint to LWP sorting plants located in the Netherlands . The former are out -of-
market players which are mo re distant competitors to the Parties than other Dutch 
plants or than the Parties are to each other . Notably, as already mentioned above in 
Section  4.2.2.2, German LWP sorters face costs and barriers that Dutch customers 
do not face and customers in the Netherlands have a preference for LWP to be sorted in the country, which places German plants at a competitive disadvantage. 
Moreover, as explained in S ection 5.1.3, the constraint that each player can exert in 
this market is largely determined by its spare capacity. As such, the volume market shares including Dutch and German LWP sorters  underestimates the merged entity’s 
market power post -transaction.  
 
 
29 5.1.2. Closeness of competition  
Notifying Party’s view  
(105) The Notifying Party argues that the Parties do not compete closely, as their activities 
are largely complementary from a geographic perspective. Notably, given that  their 
LWP sorting  facilities are far away from each other, the Notifying Party argues that 
they do not compete as closely with respect to customers closer to one of the facilities, since in some cases customers may decide to go to the nearest facility.
126  
Commission’s assessment  
(106) As a preliminary note, the Commission will assess the closeness of competition between t hose LWP sorters which currently serve the Dutch LWP sorting market. 
These competitors include five Dutch entities (each of the Parties, Attero, Omrin and PRA), as well as five out -of-market competitors with plants located in Germany 
close to the Dutch border (SUEZ ,
127 Augustin, Hubert Eing, Alba and 
Schönmackers) for the sorting of Dutch LWP.128 Figure 1 below shows the location 
of all of these plants.  
Figure 1: LWP sorting plants in Germany and the Netherlands currently sorting 
Dutch LWP  
 
Source: Notifying Party, presentation of 12.03.2021  
                                                 
126  Paragraphs 439, 467 and footnote 277 of the Form CO . 
127  SUEZ’s plant in Ochtendung has not been included in the scope of the  Proposed Transaction.  
128  The Notifying Party claims that there are a number of other German and Belgian plants close to the Dutch 
border. The Commission has approached these companies in the market investigation and all the entities responding have confirmed that they have not sorted any Dutch LWP or have not participated in any tender for the sorting of Dutch LWP in the last 5 years.  

 
 
30 (107) This Section address es closene ss of competition between these competitors by 
analysing (i) the capacity , location of the plants and business models of the different 
market  players, and (i i) the perceived  closeness as per the market investigation.  
(A) Capacity , location  and business models of LWP sorting plants  
(108) The characteristics of the demand for LWP sorting reflect customers’ particular 
attention to the ability of sorters to meet their requirements, both in terms of capacity 
and distance to the LWP sorting plant . Furthermore, the different business models in 
place, in terms of customer focus or type of operations, have an impact on the 
Parties’ and their competitors’ competiti ve interactions . The analysis  of the capa city, 
business models  and location of the plants of the different players available to sort 
Dutch LWP suggests that the Parties compete particularly  close ly. 
(109) Concretely, t he Parties  own the two largest plants in the Netherlands in terms of 
capacity ([…] kt and […] kt respectively). T hese plants are respectively located 
slightly north and s outh of the most populated area  of the country (encompassing the 
provinces of North Holland, South Holland and Utrecht) and close to the largest 
cities (Rotterdam, The Hague, Amsterdam).  
(110) In contrast, t he plants of all the other competitors in the Netherlands have 
significantly less capacity , are less centrally located (with the exception of a much 
smaller plant in Amsterdam ) and their business models also differ significantly : 
(111) Omrin’s plant is the largest facility on the market  after the Parties’ plants.129 
However, its capacity ([…] kt) is […]% less than PreZero’s  and […]% less than 
SUEZ ’s, whereas  the difference in capacity between the Parties’  Zwolle and 
Rotterdam plants is only roughly […]%. Furthermore, Omrin is a public entity, 
owned by 33 municipalit ies in the North of the country.130 Omrin focuses its activity 
in serving municipalities in that area.131 Notably, a lmost half of the capacity of its 
sorting plant ([…] kt) is used to sort the LWP generated by its 33 municipalities.132 
Therefore, the capacity which Omrin can dedicate to the merchant market –  where it 
competes with t he Parties – is limited (around […] kt, i.e. less than […]% of 
PreZero’s current capacity and less than […]% of SUEZ ’s capacity ). In addition, 
Omrin  focuse s mainly on serving  its shareholders in specific regions in the North 
whereas SUEZ ’s plant  is geographically close to municipalities in the South of the 
country due to its location in Rotterdam , and PreZero’s plant at Zwolle is located in 
the centre of the country at a short distance from the main urban areas .  
(112) Attero owns the fourth largest pla nt in the country, located in the province of 
Drenthe, also in the north of the country (which, like Omrin makes it a less close 
competitor). Its capacity  ([…] kt), however, is limited when compared to the Parties ’ 
([…]% less than PreZero’s capacity in its  Zwolle plant and almost […] of SUEZ ’s 
Rotterdam  capacity ). 
                                                 
129  Omrin’s plant is co -owned with Midwaste/RKN, one of the main customers in the mar ket, and with HVC, 
an entity w hich also owns a pre -sorting plant.  
130  See minutes of a call with a competitor on 27 January 2021, paragraph 3.  
131  Ibid. More specifically, the municipalities concerned are located in particular in the provinces of Friesland 
(where the plant is located), Groningen and Drenthe.  
132  Which are previously pre -sorted in a post -separation plant also owned by Omrin. See minutes of a call 
with a competitor on 27 January 2021, paragraph 5- 6. 
 
 
31 (113) PRA owns a relatively small plant of […] kt close to Amsterdam. PRA is part of 
Umincorp, a company originating from a project by the Resources and Recycling 
Group of Delft University of Technology which has developed the magnetic density 
separation (‘MDS ’) technology, on which the plant is based. This technology allow s 
PRA  to achieve a higher recovery rate and an output of higher purity.133 Another 
specificity of PRA is that it sort s and recycle s LWP in the same facility . The plant  
sorts LWP coming from the post -separation stream, and consequently it does not 
compet e fully  with the Parties (which sort both post -separated and source -separated 
LWP). In the market investigation it has been the only company singled out by 
customers as having a technology which stands out from the rest.134 One of the main 
customers has indicated that PRA’s new technology is new and promising but there presents a degree of uncertainty as to its effectiveness .
135 Therefore, PRA  would not 
constitute  a close competitor to the Parties in view of its spe cific technology, its 
ability to combine sorting and recycling activities at its plant , its ability to compete 
only for part of the LWP and its very limited capacity.  
(114) In addition, five competitors in Germany, with plants located close to the Dutch 
border, sort Dutch LWP (including SUEZ  with its plant in Ochtendung). All these 
competitors combined have significant capacities. Concretely, SUEZ  Ochtendung 
has a capacity of  […] kt, Hubert Eing Gescher has […] kt, Augustin Meppen has 
[…] kt, Alba Marl […] kt and Schönmackers Kerpen/Kempen […] kt. However, 
they sort significantly less volumes of Dutch LWP than the Parties (see  Table 3) as 
most of their capacity is dedicated to German customers. T he Commission considers 
that the competitive constraint exerted by these out -of-market competitors cannot be 
considered comparable t o the constraint that the Parties exert on each other or that 
Dutch plants exert on the Parties , for the reasons explained below.  
(115) First of all, for the reasons explained in Section  4.2.2.2, German competitors are in 
general at a competitive disadvantage in comparison to Dutch LWP sorting plants. 
This has been confirmed by all  competitors active in the market  which responded to 
the market investigation, which have indicated that there is a political preference for 
Dutch LWP to be sorted in the Netherlands.136 In general, Dutch customers seem to 
resort to out -of-market competitors only to the extent that there is not available 
capaci ty in local plants. This weaker competition exerted by out -of-market plants is 
reflected in the evolution of the market shares. Table 3 shows that, as Dutch players 
have increased capacity in the last three years (PreZero’s and PRA’s new plants, expansion of Omrin’s plant), there has been a decline in the proportion of LWP 
                                                 
133  MDS allows the different flakes to float at  their own magnetic level (which is different for different types 
of polymers because of their different densities) by using a very strong magnet. Using this method, the 
different polymers are separated in one process step, which allows, according to PRA, to achieve higher recovery and an output of higher purity, leading to lower gate fee costs for recycling. PRA maintains that around 85% of the input of its plant is recovered, while others only recover around 60%. (see minutes of call with PRA of 3 Februar y 2021).  
134  See r eplies to question 17.1 of Questionnaire Q4 – Customers for the sorting of Dutch LWP.  
135  See minutes of a call with a customer on 5 February 2021, paragraph 31. Another respondent also showed 
uncertainty as to the success of this new techn ology (see minutes of a call with a competitor on 27 January 
2021, paragraph 25).  
136  Replies to question 13.1 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP located in the 
Netherlands; Replies to question 19.1 of Questionnaire Q2 – Competit ors for the sorting of Dutch LWP 
located in Germany.  
 
 
32 sorted in German plants (from 53% in 2018 to 42% in 2020),137 despit e the fact that 
the latter have also expanded.138 In other words, the proportion of Dutch LWP sorted 
in plants located in the Netherlands has increased in two years from 47% to 58%. In 
the Commission’s view, this is an indication that, when available, Dutch customers 
turn to local capacity, while German sorters are used to adjust for Dutch capacity 
constraints and therefore serve the demand not served domestically. This also 
explains why Schwarz decided to build a sorting plant in Zwolle to sort Dutch LWP 
when it had capacity to do it in its plant in Germany and why German competitors 
do not expect an increase in the volumes of Dutch LWP to be sorted by them in the 
next years.139  
(116) Second, the Commission observes that  all these plants are significantly more dista nt 
to the western area of the country (where the Parties’ plants are located). A s already 
described in Section 4.2.2.2(A), a majority of respondents to the market 
investigation – and all German comp etitors – have indicated that the maximum 
distance within which it is economically viable to transport LWP collected in the 
Netherlands is 200 km . The Commission notes in this regard that most of the 
capacity of German competitors is located at more than 200 km from  the main cities 
in Western Netherlands. For example , Alba’s plant in Marl  – which is the largest 
competing German plant in terms of capacity  – is located 230 km from Rotterdam 
(where the Target’s plant is located), 237 km  from The Hague, and 215 km  from 
Amsterdam. SUEZ ’s Ochtendung plant is  more  than 330 km from Rotterdam and 
Amsterdam, and Schönmaker’s plant in Kerpen would be 250 km from Amsterdam 
and 240 km from Rotterdam. Therefore  the fact remains that , regardless of the 
identified  technical administrative barriers and of customer preference , most of the 
capacity of the German  plants can not compete for the LWP collected in Western 
Netherlands (the most densely populated part of the country) as intensely as the 
Parties currently do. In fact, a German competitor pointed out that the contract s 
awarded by their Dutch customer concerned LWP collected in the Eastern provinces 
of the country – closer to the German border – and expressly indicated that it would 
not be capable of competing  for the sorting of LWP collected further inland.140  
(117) In view of the above, the Commission considers that German competitors are likely 
to be economically less efficient than the Parties (or other Dutch plants ), at least  
when bidding for contracts for the sorting of LWP in the western part of the country 
or for contracts where a relevant proportion of the LWP is collected in that area . 
(118) Third, besides being eco nomically less competitive , plants located at greater  
distances from the collection points tha n the Parties’ plants may also be seen as 
environmentally less efficient than the local ones. As explained in Sections  4.2.2.2(A) to 4.2.2.2(C), distance is a lso a relevant factor for customers 
                                                 
137  While the total volume of Dutch LWP sorted has grown considerably in the last three years, from 377 kt 
in 2018 to 447 kt in 2020, i.e. an 18% growth in only two years, in that same period the amount o f LWP 
sorted by Dutch plants has grown at an even faster rate, from 177 in 2018 to 261 kt in 2020, i.e. an 
increase of 47%. These percentages do not take into consideration recent contracts granted recently by Dutch customers to German plants.  
138  In fact,  Alba’s plant has been recently expanded but only a minor portion of its capacity is dedicated to the 
sorting of Dutch LWP.  
139  One of the customers cites as the main reason for this the recent openings and expansions by PreZero (see 
reply of a competitor to question 5 of RFI 11).  
140  See minutes of call with […] , of 10 March 2021, paragraph 4.  
 
 
33 when assessing the environmental efficiency or transport sustainability of the 
different offers submitted in a tender. Longer transport distance s imply  more CO 2 
emissions  and therefore higher long -term environmental costs . Customers 
accounting for close to half of demand openly admitted this preference , citing 
reasons linked to sustainability and environmental reasons and, expressly, the need 
to reduce CO 2 emissions and to minimise environmental costs.141  
(119) In short , at least as regards a relevant portion of the country, most of the capacity in 
the hands of German competitors is located more than 200 km from the collection 
point and is therefore too distant and thus less efficient economically and 
environmentally  than the Parties’ plants . As regards German plants which are 
located closer to the borders and thus at 200 km or less from the collection points, 
they are still more distant from the w estern area of the Netherlands than the Parties’ 
plants, and are therefore less competitive from both an economical and an environmental perspective .  
(120) In conclusion, the Parties can be considered to compete particularly closely with one 
another for Dutch LWP sorting contracts. Moreover, although out-of-market 
competitors located in Germany can and do compete for the sorting of Dutch LWP, 
they compete with the Parties less closely than other Dutch plants and less closely 
than the Parties compete with each other .  
(B) Closeness perception of market investigation respondents  
(121) The responses provided by the different market participants during the market 
investigation support the view that the Parties are each other’s closest competitors. 
When asked to rank the closest competitors to each of the Parties, m arket 
participants mention t he Parties more frequently than any other market player. Attero 
and Omrin are mentioned too, though significantly less frequently and generally as 
less close. Respondent s also suggest that German competitors are more distant  
competitors : Alba is only mentioned as fourth or fifth closest (and is mentioned only 
once as the closest  to the Parties ) and Hubert Eing or Augustin are mentioned less 
frequently.
142  
(122) Therefore, in a manner consistent with the Commission’s own assessment , market 
partic ipants perceive the Parties as each other’s closest competitor, with Attero being 
second, Omrin third and Alba only fourth. 
(C) Conclusion on closeness of competition  
(123) In view of the above, the Parties appear  to be particularly close competitors, and 
possibly t he closest to each other. Attero and Omrin seem to be les s close, and 
German competitors even more distant competitors .  
                                                 
141  Replies to question 14 of Questionnaire Q4 – Customers for the sorting of Dutch LWP. See also the 
minutes of a call with a customer on 19 February 2021, paragraph 12.  
142  Replies to question 23 of Questionnaires Q1 –  Competitors for the sorting of Dutch LWP and of Q2 -  
Competitors for the sorting of Dutch LWP located in Germany. See also question 18 of Questionnaire Q4 
– Customers for the sorting of Dutch LWP.  
 
 
34 (124) Therefore, the Proposed Transaction would like ly eliminate PreZero’s main 
competitive constraint. 
5.1.3. Analysis of the spare capacity in the  market  
Notifying Party’s view  
(125) The Notifying Party acknowledges that, due to the low marginal costs of LWP 
sorting plants, these sorting plants need to be operated at almost full capacity to be 
profitable.143 Notably, in order to be profitable, a sorting pla nt must operate at 90% 
of its capacity.144 It specifies that limited spare capacity is however irrelevant, as 
competition takes place when contracts expire (and capacity is thus opened up), 
which occurs regularly. Concretely, i n the Netherlands the contracts  typically have a 
length of three to four years (and in Germany they are awarded on an annual 
basis).145 As a result , the Notifying Party argues that, post -merger, PreZero would 
not have market power because a number of the Parties’ contracts will expire at the end of 2022 and these volumes could be lost to competitors.
146 
Commission’s assessment  
(126) The Commission acknowledges that at times i nformation on spare capacity may 
offer a somewhat static view of the market, since contracts expire regularly, which 
liberat es new capacity. However, while it is true that at expiration of the contracts 
new capacity is added to the market, at that moment also more demand needs to be 
satisfied. Therefore, if demand is relatively stable, the overall amount of spare 
capacity in the market will likely remain unchanged, albeit its distribution among the 
different players may vary as contracts expire and new ones are adjudicated, which 
the Commission will take into account in its asses sment.   
(127) LWP sorting plants need to operate at 90% in order to be profitable  (which means 
that any new entrant will need to ensure that most of its new capacity is reserved to 
be profitable ). For the same reason, the unused or spare capacity in the market tends  
not to exceed 10% of the total capacity. Once this level is reached, the incentives to 
expand capacity will decrease or disappear altogether as any new capacity  
investment  runs the risk of being unprofitable in the absence of an increase in 
demand. Because of this  structural limitation , spare capacity becomes  a critical 
element to assess the degree of market power. In fact, it is the spare capacity in the 
hands of competitors that will determine their ability to prevent or defeat  any price 
increases by the merged entity post -transaction.  
                                                 
143  Notifying Party’s White Paper 1, submitted on 5 March 2021, paragraph 62, and paragraph 483 of the 
for m CO.  
144  See footnote 313 of the Form CO. This has been confirmed in the market investigation, although with 
some minor differences in the percentages: Dutc h competitors have provi ded a slightly lower figure 
(80-85%, see replies to question 26 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP 
located in the Netherlands  ), and German competitors a slightly higher one (95%, see replies to question 
34 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP located in Germany  ). 
145  See paragraphs 515, 591, 647 of the Form CO and Notifying Party’s White Paper 1, submitted on 5 March 
2021, paragraph 96  
146  See Notifying Party’s White Paper 1, sub mitted on 5 March 2021, paragraphs 63- 65. In particular, the 
Parties point out to the following contracts which are due to expire by the end of 2022: (i) for PreZero, 
[…]; (ii) for the Target, […] .  
 
 
35 (128) The Commission will assess, first, the spare capacity in the hands of competitors in 
the Netherlands (which are the closer to the Parties), and second, the spare capacity 
in the hands of out -of-market  competitors (which are more distant competitors to the 
Parties ). 
(A) Spare capacity of  Dutch LWP sorting plants  
(129) Table 4 offers an overview of the spare capacity of the different LWP sorting plants 
located within  the Netherlands.147 
Table 4: Spare capacity of Dutch plants (2020)  
Company  Plant l ocation  Total capacity 
(in Kt)  Volumes sorted  
(in Kt)  Spare capacity  Spare capacity  
(in Kt)  
PreZero  Zwolle  […]  […]  [20-30]%148 […]  
SUEZ  Rotterdam  […]  […]  [10-20]%  […]  
Combined   […]  […]  [10-20]%  […]  
PRA  Amsterda m  […]  […]  [0-5]% […]  
Attero  Wijster  […]  […]  [5-10]%  […]  
Omrin  Heerenveen  […]  […]  [5-10]%  […]  
TOTAL   329 291 12% 38 
Source: Form CO, Table 20 and Annexes 6- D and 7.  
(130) Table 4 reflects that, although the total amount of spare  capacity is not negligible 
(38 kt, representing 12% of the total installed capacity  in the Netherlands ), [70-80]% 
of that spare capacity ([…] kt) is in the hands of the Parties. The spare capacity in 
the hands of other Dutch competitors ([…] kt) represents [0-5]% of the total capacity 
of Dutch plants, [0-5]% of the total amount of LWP volume s sorted in Dutch plants 
and, most importantly, only [0-5]% of the Parties’ combined capacity post -
transaction, and [20-30]% of their combined spare capacity.  
(131) Essentially, this means that for any of the Parties’ customers  with a demand higher 
than […] kt149 or any customer of the Parties’ competi tors with an inc rease in  
demand higher than […] kt wanting to sort its LWP within the Netherlands – as 
many prefer to do, see Section 4.2.2.2(C) – the Parties will continue to be or become 
an unavoidable trading partner. It is true that for smaller customers with very limited 
sorting needs (e.g. small municipalities ), it would be easie r to find some spare 
capacity.150 However, as the Parties indicate and  as will be explained in 
Section  5.1.4.2, these customers represent a minority of demand (only […]% of the 
                                                 
147  For simplification purposes, PRA is included in the Ta ble, although it could considered a less close 
competitor to the Parties (see paragraph (113) ). However, given its limited capacity, its inclusion as no 
appreciable effect on the assessment.  
148  The Zwolle plant only became operational midway through 2020. The decision to build the Zwolle plant 
however was premised on it being used at […]% of capacity, as per the Notifying Party’s reply to RFI 4, Annex 5.1 page 5.  
149  To put in the right context the […]  kt of spare capacity that all Dutch competitors have, it suffices to note 
that the smaller contract the Parties currently have in force is for […]  kt. 
150  The responses to the market investigation, indeed, reflect that smaller customers often do not see the Parties as unavoidable (see replies to question 23 of Questionnaire Q4 – Customers for the sorting of 
Dutch LWP.).  
 
 
36 total demand of the market, according to the Parties’ own estimates151) and, most 
importantly, will disappear as customers as of 2023 given that Afvalfonds will then 
take over the responsibility for their LWP sorting needs .152 Therefore, for the 
customers representing the large majority of the market, the combined spare capacity 
in the Netherlands of the Parties’ closer competitors does not seem sufficient to meet 
their demand.  
(132) In this context, the Notifying Party’s  argument  that, post -merger, PreZero would not 
have market power because a number of the Parties’ contracts will expire at the end 
of 2022 and these volumes could be lost to competitors  is ineffective . The data on 
spare capacity shows that these contracts could not be lost to any other competitor in 
the Netherlands , since the spare capacity of all Dutch competitors combined is lower 
than the volumes of each of those contracts . While  customers could opt to divide 
their needs into multiple smaller contracts  and in that way divert sufficient demand 
away from the merging entity to make its operations  unprofitable , this solution  
would probably be ineffective  to compensate the merged entity’s  marker power. 
First because the capacity that could effectively be diverted (8 kt according to 
current spare capacity figures) would be extremely limited. Second, because since 
the merged entity’s  capacity  would still be indispensable to meet the customers’ 
entire demand at a given moment , the Parties will likely  retain  considerable 
bargaining power even when negotiating smaller contracts for which there coul d still 
be some competing capacity .153 This bargainin g power could be further reinforced 
by the fact that a considerable portion of the demand in the market154 is adjudicated 
in private negotiations, and is therefore not subject to public tender laws aiming at 
protecting smaller bidders.  
(133) In sum, post -transaction the merged entity would control [70-80]% of the spare 
capacity in the Netherlands . This means that for customers representing the large 
majority of the market, the combined spare capacity of Dutch  competitors would not 
be sufficient to meet thei r demand. As a result,  the merged entity will be an 
indispensable trading partner for Dutch LWP sort ing customers .  
(B) Spare capacity of out -of-market competitors  
(134) In this Section, the Commission will analyse whether customers would have the 
ability to switch a significant part of their demand to German competitors in case the 
merged entity were to increase prices post -transaction. 
                                                 
151  See the Target’s estimates provided in its reply to RFI 14, paragraph 17.  
152  According  to the Notifying Party, in 2023, Nedvang and RKN will be the only two customers, 
representing 100% of the demand. The limited volumes currently organized by some municipalities will 
shift to the two largest customers (Nedvang or RKN), see Notifying Party’ s reply to RFI 14, paragraphs 
18, 19. See Section 5.1.4 for more details.  
153  The same could be said of the contracts of other Dutch competitors which may expire in the next years. 
Admittedly, customers would always have the choice to renew those contract with the same sorter. Also in these cases, though, the Parties’ perceived indispensability for future contracts could translate into an increased bargaining power. 
154  In particular, the demand represented by Nedvang, a private organisation which is not subject to public tender rules. According to the Parties, Nedvang currently represents 42% of the total demand of the market, a percentage that will increase as of 2023 when smaller customers will exit the market (see Notifying Party’s replies to RFI 14, paragraph 18- 19). For more details, see Section 5.1.4).  
 
 
37 (135) The Notifying Party argues that since LWP sorting plants need to operate at near full 
capacity, there is an incentive for German competitors to fill any spare capacities  
they might have by sorting additional Dutch LWP,155 especially in view of the fact  
that (i) contracts in the Netherlands are awarded for longer periods than in 
Germany,156 and that (ii) sorting Dutch LWP might be more profitable, mainly 
because prices for the sorting of LWP are higher in the Netherlands than in Germany.
157 
(136) Table 5 offers an overview of the spare capacity of the different sorting plants in 
Germany that compete for the sorting of Dutch LWP.  
Table 5: Spare capacity of German plants (2020)  
Company  Plant location  Total 
capacity  
(in Kt)  Volumes sorted  
(in Kt)  Spare 
capacity  
(in %)  Spare 
capacity  
(in Kt)  Total  
(in Kt)  Dutch 
LWP  
(in kt)  Ge rma n 
LWP  
(in Kt)  
Alba  Marl  […]  […]  […]  […]  [20-30]%  […]  
SUEZ  Ochtendung […]  […]  […]  […]  [0-5]% […]  
Schönmackers  Kerpen/ Kempen  […]  […]  […]  […]  [10-20]%  […]  
Hubert Eing  Gescher  […]  […]  […]  […]  [5-10]%  […]  
Augustin  Meppen  […]  […]  […]  […]  [10-20]%  […]  
TOTAL  
 530 454 169 285 14%  75 
Source: Form CO, Table 20 and Annexes 6- D and 7 and competitors’ non- confidential responses to the 
market investigation.  
(137) As Table 5 shows, with the exception of Alba , the spare capacity in the hands of 
German competitors is very limited and the total amount (75 kt ) is still less than the 
capacity of each of the Parties.  
(138) Moreover, the Commission has been able to verify that the capacity available for 
German competitors to react to a price increase by the  merged entity post -transa ction 
would in reality be considerably lower  than 75 kt  and, possibly, only slightly above 
30 kt  or even less in the future . First of all , sorting facilities do not achieve a 100% 
utilisation rate, since factors such as downtimes for maintenance need to be factored 
in, which means the available capacity is always less than the figure resulting from 
subtracting the used capacity from the total capacity.158 Second, the spare capacity of 
German LWP sorting plants , although theoretically available for the Dutch LWP 
sorting market,159 also need s to serve the German LWP sorting market  in case of an 
increase of the sorting need s of customers in that market , which constitutes the 
majority of most of these plants’ business .160 Third , as re gards specifically […]’s 
plant – where most of the spare capacity would be concentrated – the Commission 
has found that due to recent contractual commitments, its available capacity is 
                                                 
155  See Notifying Party’s White Paper 1, submitted on 5 March 2021, paragraphs 70- 73.  
156  Three/four years in the Netherlands vs. one in Germany.  
157  The market investigation has indeed confirmed that prices in Germany are 20% higher than in the 
Neth erlands (see replies to question 17 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP 
located in Germany).  
158  Notifying Party’s White Paper 1, submitted on 5 March 2021, footnote 37.  
159  As […]  has confirmed (see […] ’s reply to RFI 8, paragraph  5.1).  
160  In fact, as Table 5 shows, most of the capacity of German plants is used to serve German customers.  
 
 
38 significantly lower than the […] kt reflected in Table 5 and that in the next years its 
overall capacity will need to be reduced by up to 10% to improve its sorting quality 
in order to meet new regulatory targets.161 Fourth, other competitors have also 
indicated to the Commission that their spare capacity is even more limited than what 
the non- confidential figures reflected in Table 5 show. In short, the combined spare 
capacity in the hands of all German competitors is also very limited, currently 
amounting to about [10-20]% of the combined capacity of the Parties and less than 
the volumes of the smalle st contract the Parties currently have in force. This capacity 
combined would be insufficient to satisfy the demand of the main customers 
representing the large majority of the Dutch market. Therefore, as explained above, 
any attempt by these customers to divert smaller volumes away from the merging 
entity to render its operations unprofitable would be unlikely considering the latter’s 
bargaining power, and in any case would result in the LWP being transported longer 
distances and thus in higher transport costs and CO 2 emissions . 
(139) In conclusion, even if there w ere an incentive for German plants close to  the border 
with the Netherlands to fill their spare capacity with Dutch LWP, the Commission 
finds that the existing levels of spare capacity of competitors would likely  be 
insufficient to discipline the merged entity’s  competitive behaviour post -transaction.   
(140) Regardless of the above, the Commission acknowledges that besides filling -in their 
spare capacity with Dutch LWP, German competitors could also try to increase the 
capacity available  to the Dutch market by  making more capacity available to Dutch 
than to German customers in future . Plants might choose not to compete for the 
renewal of German contracts once they expire162 and to dedicate the resulting 
capaci ty to the Dutch market .163 While t his strategy could admittedly  increase the 
spare capacity for Dutch customers  in the medium term,  it would involve a number 
of risks since, a s explained above,164 German competitors  face economic, 
administrative and technical challenges to sort ing Dutch LW P that Dutch 
competitors do not face and, most importantly, that they do not have to face when 
sorting German LWP. Despite the potential higher profitability of sorting Dutch 
LWP, G erman competitors who currently focus their activity on German customers 
are unlikely to have sufficient incentives to sacrifice stable and more certain  sales in 
their primary market in exchange for a hypothetical and more uncertain growth in 
the Dutch mar ket, where local sorters have a competitive advantage and where 
customers are perceived to have a national preference .165 The submissions by 
German competitors in response to the market investigation suggest  that they do not 
contemplate such a strategic chan ge in the next years, and in fact indicated that , even 
                                                 
161  See replies to question 26.2 of Questionnaire Q2 –  Competitors for the sorting of Dutch LWP located in 
Germany.  
162  Sorting LWP contracts in Germany typically have a duration of one year (see Notifying Party’s White 
Paper 1, submitted on 5 March 2021, paragraph 71). 
163  Another way would b e by allocating part of the volumes currently sorted in their plants next to the 
Netherlands to other plants in Germany ( […], for instance, has other plants in Germany). However, the 
effects of any reallocation would be, in the Commission’s view, limited, since the spare capacity of the 
plants that these competitors have in other parts of Germany would also be limited and, in any case, reallocation could only take place in respect of LWP generated in locations sufficiently close to the new plant.  
164  See Section 4.2.2.2.  
165  See Section 4.2.2.2(C) .  
 
 
39 taking into account the Proposed Transaction, they do not expect a significant 
increase in  the volumes of Dut ch LWP to be sorted in the next years .166 
(141) Moreover, even if German competitors could make available sufficient spare 
capacity , switch ing a part of the demand for the sorting of Dutch LWP to German 
(or Belgian) out -of-market competitors  would be in many instances at the expense of 
longer transportation distances for the LWP, and thus higher envi ronmental costs in 
the form of CO 2 emissions , which, as explained in Section 4.2.2.2(B), is one of the 
elements customers take into account when awarding tenders or contracts .   
(142) In conclusion, even if out-of-market competitors had or could make available 
sufficient spare capacity to satisfy the demand of the main Dutch customers  for LWP 
sorting , these competitors are more distant competitors to the Parties than other 
Dutch competitors or than the Parties are to each other. Therefore, the Proposed 
Transaction would result in a in a significant loss of competition in the Dutch LWP sorting market.  
(C) Conclusion on spare capacity  
(143) In view  of the above , the Commission concludes that : 
(a) Considering the limited spare capacity in the hands of (Dutch and German) 
competitors , it is unlikely that customers could switch a significant part of 
their demand to those  competitors in case  the merged entity was to increase 
prices post -transaction. The merged entity would therefore  become an 
unavoidable trading partner as a result of the Proposed Transaction, which 
would thus threaten to create a dominant position in the Dutch LWP sorting 
market; and  
(b) even if out-of-market competitors were capable of making additiona l 
capacity available  to the Dutch LWP sorting marke t, the constraint exerted by 
these competitors would be significantly lower than the constraint the Parties 
currently exert on each other and their capacity would risk to be 
environmentally less efficient .  
(144) These conclusions are consistent with the views of market participants consulted in 
the market investigation. Most customers did not indicate being a ble to switch  a 
significant amount (more than 100 kt) of LWP volumes currently sorted by Dutch 
plants to German plants
167 and not a single customer considered itself to be  capable 
of defeat ing a possible price increase by the merged entity by sending the LWP to 
other competitors in the Netherlands or in Germany. German sorters indicated that , 
even taking into account the Proposed Transaction, the amount of Dutch LWP to be 
sorted in their plants will likely decrease  or remain stable.168 Finally , the larger 
Dutch customers – which represent more than 80% of the current demand – consider 
                                                 
166  See paragraph  (115) . 
167  Replies to question 24 of Questionnaire Q4 – Customers for the sorting of Dutch LWP.  
168  Alba’s reply to RFI 8, paragraph 4.2 and Hubert Eing’s reply to RFI 11, paragraph 4.2 ; Replies to 
question 28 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP located in Germany.  
 
 
40 that they will become dependent on the Parties for the sorting of large volumes of 
LWP .169  
5.1.4. Demand -side consideration  
5.1.4.1. Expected future evolution in demand  
Notifying Party’s view  
(145) In the Notifying Party’s view, the outlook for demand for LWP sorting services in 
the Netherlands in the coming years is uncertain. The Notifying Party submits that 
despite an increase in population in the Netherlands, overall a waste per capita 
reduction is  expected in the country170 and identifies three trends which will decrease 
the amount of LWP to be collected from households and sorted. These include a 
government strategy (through the Dutch Plastic Pact) to reduce the amount of 
plastics in packaging by 2025, the implementation of the EU’s Single Use Plastics 
Directive,171 and the implementation of a deposit scheme for small drinks bottles and 
cans (which will mean that less plastic waste will be sent to  LWP sorting plants).172 
The Target however estimates an a nnual increase  in Dutch LWP volumes at 
around 2%.173  
Commission’s assessment  
(146) Demand for LWP sorting services in the Netherlands is largely driven by the 
regulatory intervention of the public administrations .  
(147) At EU level, the P ackaging Directive aims at harmonising national measures on 
waste  management  and to reduce  the impact of packaging and packaging waste on 
the environment. The  PPWD contains measures designed to prevent the production 
of packaging waste, and to  promote the re -use, recycling and other alternatives to 
final disposal. Two of the policies  enacted by PPWD  have a direct impact on the 
demand for LWP sorting in the Netherlands: (i) recycling targets, and (ii) extended 
producer responsibility.  
(148) First, t he PPWD’s recycling targets require EU Memb er States to take the necessary 
measures to ensure that at least 65% (by weight ) of all packaging waste (50% for 
plastic) will be recycled by 31 December 2025. By 31 December 2030, this target 
will rise to 70% (55% for plastic). In the Netherlands, these recycling targets have 
                                                 
169  See replies by Nedvang and RKN/Midwaste to question 23 of Questionnaire Q4 – Customers for the 
sorting of Dutch LWP.  
170  See paragraph 598 of the Form CO.  
171  According to the Notifying Party, the Single Use Plastics Directive provides that certain single -use plastic 
products (cotton bud sticks, cutlery, plates, straws, stirrers, sticks for balloons, cups, food and beverage 
containers made of expanded polystyrene, and all products made of oxo- degradable plastic) will be 
banned from 3 July 2021. For other single -use plastic products, the Directive provides for a mechanism 
aiming at limiting their use including through awareness -raising measures. In the Notifying Party’s view, 
the impact of this Directive on the LWP volumes will remain limited, as the single us e plastics are 
predominately non packaging products (see Notifying Party’s reply to RFI 14, paragraphs 35, 36). 
172  Paragraph 600 of the Form CO.  
173  Paragraph 603 of the Form CO.  
 
 
41 been implemented in the Packaging Decree 2014.174 These regulatory targets imply 
that demand is expected to be relatively inelastic, and that therefore an increase of 
prices is not expected to lead to a decrease in demand.   
(149) There seems  to be  no consensus in the industry as to how demand will evolve . Some 
market respondents indicated that the increased targets will make demand 
increase.175 Others, however, pointed out that they will not change substantially the 
input of sorting plants  – since all household LWP is already sorted – but will 
increase the output, i.e. in the extracted materials , through an improvement of the 
quality of the sorting process.176 In line with this , several respondents also  explained 
that the increase in recycling t argets would be accompanied by more stringent 
standards for measuring recycling rates ,177 which  will require sorters to improve 
their processes in order to improve recovery of materials which can be sent to 
recycling plants, and to reduce residual waste whic h needs to be disposed of. T hese 
improvements in quality are expected to come either through sorting lines being 
slowed down (resulting in reduced capacity) or in costly investments to improve 
efficiency.178 
(150) Second, under the extended producer responsibility scheme , producers are made 
responsible for the treatment or disposal of consumer goods after use. The PPWD requires all EU Member States to ensure that extended producer responsibility 
schemes are set up for all kinds of packaging by the end of 2024. In t he Netherlands, 
the Packaging Decree of 2014 set up an extended producer responsibility scheme 
under which producers and importers of packaged goods are legally responsible for 
the prevention, collection and recycling of packaging waste. As explained in 
paragraph (38), Afvalfonds  is ultimately responsible for meeting its members’ 
obligations.  
(151) At present, the extended producer responsibility scheme  for packaging in the 
Netherlands only applies to household waste, and not to waste collected outside of 
households (e.g. from companies, sporting clubs, schools, etc.). On 1 January 2023, 
the scheme will be extended to waste collected through commercial st reams . The 
Notifying Party believes that this will result in an increase in LWP volumes sorted. 
(152) The market investigation also show ed that  there is uncertainty among market 
participants as to how demand will evolve in the coming years . More than half of 
customers of LWP services which responded to the market investigation expected 
the demand for LWP sorting services to increase in the Netherlands in the next 3-5 
                                                 
174 The Netherlands already achieved the 2025 65% recycling target for all packaging waste and 50% for 
plastic in 2017 and 2018, respectively (s ee paragraph 632 of the Form CO). 
175  See replies to question 26 of Questionnaire  Q2 – Competitors for the sorting of Dutch LWP located in 
Germany ; Replies to question 20.1 of Questionnair e Q4 – Customers for the sorting of Dutch LWP.  
176  See minutes of a call with a competitor on 9 February 2021, paragraph 12; See also replies to question 19 and 20 of  Questionnaire Q4 – Customers for the sorting of Dutch LWP.  
177  See replies to questions 20.1 and 20.2 of Questionnaire Q4 – Customers for the sorting of Dutch LWP ; 
Replies to question 19.1 of  Questionnaire Q3 – Competitors for the sorting of Dutch LWP located in 
Germany and Belgium ; Minutes of a call with a customer on 5 February 2021, paragraph  25; Minutes of a 
call with a competitor on 3 February 2021, paragraph 26.  
178  See replies to questions 20.1 and 20.2 of Questionnaire Q4 – Customers for the sorting of Dutch LWP. ; 
replies to question 19.1 of  Questionnaire Q3 – Competitors for the sorting of Dutch LWP located in 
Germany and Belgium. ; Minutes of a call with a customer on 5 February 2021, paragraph 32; Minutes of a 
call with a competitor on 3 February 2021, paragraph 26.  
 
 
42 years.179 However, only two of the market respondents  considered that demand 
would increase signifi cantly. The rest responded either that it would increase 
(without providing any estimates ) or that it would grow moderately (in line with 
GDP ). However, there were also market respondents that stated that demand will 
remain stable , and some explicitly pointed out that the sorting market is 
characterized by significant uncertainty so that they could not be conclusive .180 A 
competitor also mentioned that in 2020 the coronavirus pandemic resulted in an 
increase in packaging waste (possibly due to higher dema nd for food consumed at 
home), suggesting that this could result in a decrease in LWP volumes as 
consumption patterns return to normality.181  
(153) In short, in view of the Notifying Party’s views and the market investigation, it is 
unclear  whether or to what ext ent demand for LWP sorting services will actually 
increase in the coming years.  
5.1.4.2. Buyer Power  
Notifying Party’s view  
(154) The Notifying Party argues that the concentration of demand in the Netherlands gives customers significant buyer power. According to the Notifying Party, buyer 
power manifests itself in the fact that Nedvang has significant discretion in 
organizing its demand. It can for instance award contracts directly to sorters without 
recourse to a tender procedure, award contracts for relatively lengt hy periods of 3-4 
years, sponsor expansion or entry, and split demand among multiple different 
sorters. The Notifying Party also argues that Midwaste/RKN’s practice of setting a maximum sorting price in its tenders is illustrative of buyer power.
182 
Commissi on’s assessment  
(155) In the Netherlands, two customers account for the majority of the demand for LWP 
sorting. As explained above (paragraphs  (38) and (150)), the extended producer 
responsibility scheme in place in the Netherlands means  that Afvalfonds and 
Midwaste /RKN account for approximately 85% of the demand.183  
(156) There are currently four types of customers  for LWP sorting  in the Netherlands:184 
(i) private company Nedvang (subsidiary of Afvalfonds ); (ii) public organizations 
representing municipalities, which take on responsibility for sorting and recyc ling 
under a contract with Nedvang for the sorting and recycling of waste (at present, Midwaste/RKN is the only organization of that kind); (iii) municipalities or groups  
                                                 
179  See replies to question 19 of Questionnaire Q4 – Customers for the so rting of Dutch LWP.  
180  See replies to question 25 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP located in 
Germany; Replies to question 19 of Questionnaire Q4 – Customers for the sorting of Dutch LWP. See also 
minutes of a call with a comp etitor on 5 March 2021, paragraph 5.  
181  See minutes of a call with a competitor on 9 February 2021, paragraph 10. The Notifying Party also confirmed that there had been a surplus of LWP in 2020 due to the pandemic (see Form CO, footnotes 259 
and 260) ; Repl ies to question 25.1 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP 
located in Germany.  
182  See Notifying Party’s White Paper 1, submitted on 5 March 2021, paragraph 94.  
183  Notifying Party’s reply to RFI 14, paragraph 17.  
184  See footnote 365 of the Form CO.  
 
 
43 of municipalities which retain the responsibility for the sorting and 
commercializati on, such as ASL Limburg, Haarl em, Den Haag or Omrin; and 
(iv) waste management companies , such as Veolia, to which  the sorting and 
commercialization services  have been subcontracted by municipalities .  
(157) Currently, approximatively 5 municipalities or groups  of municipalities (i.e. 
Haarlem, Den Haag, ASL, Voorschoten Rozendaal, Westerkwartier and Omrin) have 
chosen to retain responsibility for the sorting and commercialization of the LWP.185 
However, from 2023, municipalities will no longer be authorized to keep  
responsibility for the sorting and commercialization of LWP and will be required 
either to join an organization regrouping several municipalities such as 
Midwaste/RKN which organize these activities on behalf of the municipalities, or to 
transfer these re sponsibilities to Nedvang. Nedvang will  therefore  take responsibility 
for all sorting and recycling of LWP , either directly, or through an agreement with 
public organizations  which have entered into an agreement with Nedvang (at 
present, only Midwaste/RKN, though Omrin may do so in future). In view of this, 
the Notifying Party argues that, as from 2023, 100% of the demand will be in the hands of Nedvang and Mi dwaste/RKN.
186 
(158) Although  the Commission acknowledges that there  is buyer concentration in the 
market , this does not necessarily give rise to sufficient buyer power to prevent any 
risk of competitive harm . In fact , in order for large customers to exert buyer power, 
it is indis pensable that they have at least two options  in the market. The market 
investigation and the analysis of spare capacity indicate that this will not always be 
the case  post-transaction . Rather, c ustomers have indicated that post -transaction the 
merged entity would be an unavoidable trading partner, outweighing any buyer 
power which customers in this market might have.187  
(159) As described in section 5.1.3, considering the limited spare capacity in the hands of 
(Dutch and German) competitors, it is unlikely that customers could switch a 
significant part of their demand to those competitors were Schwarz to increase prices 
post-merger. Current spare capaciti es in the Netherlands are approximately 38 kt  (of 
which […] kt are in the hands of the Parties), and estimated to be significantly below 
75 kt in plants close to the border and capable of sorting Dutch LWP in Germany.188 
By contrast, volumes contracted by large customers like Midwaste/RKN and Nedvang are significantly higher. In one single contract, expiring late 2023, 
Midwaste/RKN allocated a contract for annual sorting of 90 kt of LWP, split into two parcels. At present , and even with recourse to plants in Germany, it would be 
impossible for Midwaste/RKN to find sufficient spare capacity for these volumes 
without relying on the Parties. In circumstances where only one service provider can 
effectively satisfy the demand, the setting of maximum prices in tender conditions  
would be ineffective (as a price constraining tool) since the service provider always 
retains the option not to participate in the tender.  
                                                 
185  See footnote 365 of the Form CO.  
186  Notifying Party’s reply to RFI 14, paragraph 18.  
187  Minutes of a call with a customer of 5 February 2021, paragraph 35, 37.  
188 As explained above, actual spare capacity is estimated to be considerably  lower in Germany for a number 
of reasons, including the fact that the reported 55 kt of capacity at Alba’s plant in Marl is no longer 
accurate as Alba has signed new contracts for 2021.  
 
 
44 (160) It is true that smaller customers with  limited demand could theore tically  find some 
spare capacity available and would not be entirely dependent on the merged entity.189 
However, as the Notifying Party indicates, these customers represent a minor portion  
of the current demand190 and are expected to disappear as from 2023. By  contrast, 
the Parties’ largest customers consider that they will be dependent on the Parties for 
the sorting of a large proportion of their LWP.191 Moreover, none of the customers 
responding to the market investigation considered that it would be capable of 
defeating a price increase by the combined entity post -transaction.192 
(161) Although it is possible for customers to split their demand into smaller contracts in order to stimulate competition, it will impossible for any of the largest customers to 
divert the entirety of their demand away from the Parties  post -transaction. 
(162) In view of the above, the Commission considers that although demand for LWP 
sorting services is highly concentrated in the Netherlands, the market investigation 
has shown that customers would  nonetheless be highly dependent on the merged 
entity post -transaction. 
5.1.5. Barriers to entry and expansion  
Notifying Party’s view  
(163) The Notifying Party submits that the  barriers to enter the market for the sorting of 
Dutch LWP  are low. In support of its assessm ent, the Notifying Party submits that a  
facility can be built within two years, the technology is widely available and there 
are no strong regulatory hurdles. In terms of costs, the Notifying Party includes that 
the building of its plant in Zwolle incurred costs of up to approximately EUR […]. 
And w hile the minimum capacity of an LWP sorting plant should be 50 kt and it 
should operate at 90% of its capacity in order to be viable, according to the 
Notifying Party nothing prevent s a new entrant from participat ing in tenders for 
LWP sorting before having become operational.
193 
(164) According to the Notifying Party, the lack of high barriers to entry is  demonstrated 
by regular entries and expansions. The Notifying Party refers in this regard to a number of recent entries and expansions , including by Alba, w hose […] kt plant in 
Marl (Germany) became recently operational and has secured a […] kt contract for 
the sorting of Dutch LWP, and by Omrin, who built a […] kt LWP sorting plant in 
Heerevee n (the Netherlands) that started its activities in 2018, as well a s by Pre Zero 
itself, who built its […] kt LWP sorting plant in Zwo lle which started operations 
in 2020.
194 
(165) The Notifying Party also argues that there are enough LWP volumes on the market 
to make new entry attractive and viable, and that new entry is expected. In that 
regard, the Notifying Party submits that PRA is planning on opening a second LWP 
                                                 
189  Replies to question 22 of Questionnaire Q4 – Customers for the sor ting of Dutch LWP.  
190  Approximately 15%, see paragraph (155) . 
191  See replies to question 23 of Questionnaire Q4 – Customers for the sorting of Dutch LWP.  
192  See replies to question 30 of Questionnaire Q4 – Customers for the sorting of Dutch LWP.  
193  See paragraphs 504 -507 of the Form CO.  
194  See paragraphs 495 -496 of the Form CO.  
 
 
45 sorting plant, and that ASL Limburg, an association representing the municipalities 
of Limburg, will launch a tender for the building  of an additional sorting facility, to 
be operational in 2024. Furthermore, a number of German LWP sorting plants which 
currently do not sort Dutch LWP might enter the market, and in Belgium five new 
LWP sorting plants are being constructed.195 
Commission’s assessment  
(166) New entry is unlikely to  take place in a sufficiently ample  and timely manner to 
deter or defeat anti -competitive effects of the Proposed Transaction, for the 
following reasons.  
(167) First, most participants to the  market investigation pointed to barriers to entry, in the 
form of costs between EUR 30 and 40 million for the building of an LWP sorting plant, and an average time fo r carrying out such a project of 2 years  with the time 
period for amortization being 7 years .
196 Various  market investigation respondents 
indicated  that ‘the funds required to invest in a new facility are high and not easy to 
attract. […] This gives large companies a real advantage and could push smaller, 
innovative players out of the market. […] smaller com panies cannot afford the risk 
of building a new facility and do not necessarily have the skills to do it ’, that ‘[t]he 
construction of a sorting plant requires tens of millions of euros of investment. Large 
companies are able to build new plants because of  their financial means.’ and that 
‘the bigger waste management companies are, the more likely they will have enough 
financial resources to build bigger plants ’. Some respondent s further specified their  
statement by identifying the companies they considered able to in vest in a new LWP 
sorting plant. These stated only a few large players , explaining that only those  could 
credibly afford the risk of an expansion.197  
(168) The Commission examined  the possibility of subsidized entry in this context, and 
found that while the largest customers for LWP sorting services, notably Nedvang 
and Midwaste/ RKN, can try to incentivise the building of a new plant, even they are 
not in a position to subsidize such entry. Concretely, whereas  these LWP sorting 
customers can favour new entry by granting a contract with  a longer duration, no 
financial benefits are given. Indeed, responses to the market investigation showed that ‘there is a limit to what […] can do to try to subsidize new capacity in that 
manner, as it will not pay mor e than the market rate for the LWP ’ and that  even the 
largest customers are not in a position to sponsor new entry, as they cannot take over 
the risk for the building of a new plant from the LWP sorter; at most, such customers 
can offer contracts with a longer duration than is usual .
 198  
                                                 
195  See paragraphs 497 -503 of the Form CO.  
196  See paragraph 504 of the Form CO; Notifying Party’s reply to RFI 4, paragraph 18; Replies to ques tion 25 
of Questionnaire Q1 – Competitors for the sorting of Dutch LWP located in the Netherlands; Replies to 
question 32 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP located in Germany; Replies 
to question 34 of Questionnaire Q3 – Co mpe t itors for the sorting of Dutch LWP located in Germany and 
Belgium.  
197  Minutes of a call with a competitor on 16 February 2021, paragraph 18; Minutes of a call with a 
competitor on 29 January 2021, paragraph 6; Minutes of a call with a competitor on 3 February 2021, 
paragraph 28; Minutes of a call with a customer on 19 February 2021, paragraph 17.  
198  Minutes of a call with a customer on 5 February 2021, paragraph 32; Minutes of a call with a customer on 19 February 2021, paragraph 17.  
 
 
46 (169) Furthermore, it appears from the market investigation as well as the Notifying 
Party’s own submissions , that in order to be viable  a new plant must have a 
minimum capacity of 70-100 kt and must operate at a high capacity uti lisation rate, 
of at least 90%.199 A large majority of market investigation respondents has 
indicated that this forms an obstacle for entry.200 
(170) In addition, t he fact that expansions  have been carried out  in or around the 
Netherlands in the last years could act as a disincentive for new entry/expansion. In 
fact, as indicated in Section 5.1.3, once the spare capacity in the market reaches  10% 
of the total installed capacity, the incentives for entry/expansion may decrease or 
disappear altogether as any new capacity investment runs the risk of being 
unprofitable . In this sense, it cannot be excluded that these recent entries/expansions 
may have placed the market in a situation of equilibrium between supply and demand, although uncertainty as to the evolution of demand renders this assessment 
highly tentative .
201 Nevertheless, this  has been corroborated by a major customer 
which has indicated that , after Alba’ s expansion, there would currently seem to be 
some excess capacity in the market.202  
(171) In short, taking into account (i) the (costs related with) the minimum required 
investments, (ii) the need for assurance of supply at least for 7 years , (iii)  the need to 
ensure a very high utilisation rate  and the consequent structural limitation of capacity 
in this market , and (iv) the recent expansions  and the uncertainty as regards future 
demand, the Commission takes the view that the current market conditions render 
the incentive of competitors to expand or enter in the market for the sorting of Dutch 
LWP  very unlikely.  
(172) In addition to, and regardless of, the limited ability and incentives for entry or expansion of capacity for the sorting of Dutch LWP, the Notifying Party’s argum ent 
that new entry is expected was contradicted  by the market investigation.  
(173) Concretely, only one concrete plan for the building of one small plant  in the 
Netherlands in the coming years  was identified in the course of the market 
investigatio n. This new plant would  represent approximately a 3% increase in LWP 
sorting capacity in the Netherlands. Indeed, across all market investigation 
respondents, all but one  mentioned that they were not  aware of new LWP sorting 
capacity effectively entering t he Dutch LWP sorting market  in the coming years . 
                                                 
199 Replies to quest ions 26 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP located in the 
Netherlands; Replies to questions 34 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP 
located in Germany; Replies to question 23 of Questionnaire Q3 – Compe titors for the sorting of Dutch 
LWP located in Germany and Belgium. Minutes of a call with a competitor on 29 January 2021, 
paragraph 5. For completeness, some respondents mentioned slightly lower numbers, of 80- 85%, though 
the majority, including the Notifying Party, indicated a required capacity utilisation rate of 90% or higher. Hence, for the purpose of this Decision 90% was taken as a representative average.  
200  Replies to question 27 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP locate d in the 
Netherlands; Replies to questions 35 of Questionnaire Q2 – Competitors for the sorting of Dutch LWP 
located in Germany; Replies to question 33 of Questionnaire Q3 – Competitors for the sorting of Dutch 
LWP located in Germany and Belgium; Minutes o f a call with a competitor on 27 January 2021, 
paragraph 22.  
201  As would be indicated by the fact that, as Table 5 shows, the spare capacity of Dutch pla nts in the market 
is already above 10%.   
202  Minutes of a call with a customer on 5 February 2021, paragraph 22.  
 
 
47 While some respondents listed supposed projects, these were indicated to be based 
on rumours and were not confirmed by the market player concerned.203 
(174) Furthermore, w hile some projects for the building of new LWP sorting plants 
outside of the Netherlands were announced, none of these  will have an impact on the 
capacity available for sorting Dutch LWP. Notably, as the Notifying Party indicated, 
in Belgium five LWP sorting plants will become operational in the coming years , 
operated by PreZero, Indaver, Valodec, Valtris and Sitel. The construction of these 
plants is connected to revisions to the Belgian LWP collection system in 2019, namely the introduction of the ‘New Blue Bag ’, whereby households will be able to 
sort all types of LWP .
204 While the Notifying Party assumes that the construction of 
these plants will lead to overcapacity in Belgium, possibly translating in capacity available for the sorting of Dutch LWP, the market investigation results showed that 
none of the companies building a new LWP sorting plant expects the capacity it will make available to sort Dutch LWP to increase in the coming years.
205 The Notifying 
Party, for its part, confirmed with regard to its new LWP sorting plant in Belgium 
that no capacity will be  available for Dutch LWP.206 Similarly, the market 
investigation indicated that only a small amount of additional capacity would be 
created in Germany, though respondent s also confirmed expecting no changes in the 
capacity that will be availa ble for sorting Dutch LWP.207 
(175) For these reasons , the Commission considers that new entry is not  likely, timely and 
sufficient to deter or defeat anti -competitive effects brought about by the Proposed 
Transaction. 
5.1.6. Conclusion on horizontal non-coordinated effects – sorting of Dutch LWP  
(176) In view of the above, the Commission considers that the Proposed Transaction raises serious doubts as to its compatibility with the internal market with regards  to the 
sorting of Dutch LWP eithe r (i) by the creation of a dominant position and/or (ii) by 
the elimination of important competitive constraints that the Parties had exerted 
upon each other and a reduction of competitive pressure on the remaining 
competitors . 
                                                 
203  Replies to questions 20, 22, 23 of Questionnaire Q1 – Competitors for the sorting of Dutch LWP located 
in the Netherlands; Replies to questions 30, 31 of Questionnaire Q2 – Competitors for the sorting of 
Dutch LWP located in Germany; Replies to questions 26, 30, 31 of Questionnaire Q3 –  Competitors for 
the sorting of Dutch LWP located in Germany and Belgium; Replies to questions 25 of Questionnaire Q4 
– Customers for the sorting of Dutch LWP; Minutes of a call with a competitor on 9 February 2021, 
paragraph 19; Minutes of a call with a customer on 3 February 2021, paragraph 22; Minutes of a call with a competitor on 5 March 2021, paragraph 6; M inutes of a call with a customer on 19 February 2021, 
paragraph 17.  
204  As explained by the Notifying Party, in its reply to RFI 4, paragraph 36.  
205  Replies to question 28 of Questionnaire Q3 – Competitors for the sorting of Dutch LWP located in 
Germany and  Belgi um.  
206  Notifying Party’s reply to RFI 10, paragraphs 28, 29.  
207  Reply to question 28 of Questionnaire Q3 – Competitors for the sorting of Dutch LWP located in 
Germany and Belgium.  
 
 
48 5.2. Horizontal non -coordinated e ffects – collection of hollow glass  
Introduction  
(177) The overlaps of the Parties’ activities in relation to the collection of hollow glass 
differ depending on the exact geographic market considered. Concretely, although 
the Parties’ activities for the collecti on of hollow glass overlap both at a regional 
level (in the Bielefeld region208), as well as at national level  in Germany, the 
Proposed Transaction would only give rise to an affected market  at the level of the 
Bielefeld region. For that reason, the below competitive assessment will only concern the collection of hollow glass in the Bielefeld region.  
Notifying Party’s view  
(178) The Notifying Party submits that the Proposed Transaction would not lead to 
competition concerns, for the following reasons.  
(179) First,  the Notifying Party submits that collection companies compete on a national 
level, as larger collection companies operate throughout the country, tenders are 
organised nationally, the legal framework is predominantly determined at national 
level and barrie rs to enter at regional level are low.  
(180) Second, with regard to the Bielefeld region specifically, the increment brought about 
by the Proposed Transaction is limited
209 and the Parties focus on different districts 
within this region. Furthermore, the Parties f ace many strong competitors, such as 
Remondis, August Meyer and Reiling Glass Recycling.210  
Commission’s assessment  
(181) As a preliminary note, the Notifying Party’s  arguments in relation to the national 
scale of competition w ere partly confirmed by the results of the market investigation. 
Indeed, as mentioned above in S ection 4.3.2, the results of the market investigation 
confirmed that some larger companie s operate nationally, that tenders are open to 
market participants nationwide , and the legal framework is set by nationally 
applicable rules. However, some regional and local elements were also brought to light. For example , the market investigation pointe d to the presence of regional and 
local market players and to the existence of price differences across different regions 
in Germany. For this reason, the Commission has left open whether the market’s 
geographic scope is national or narrower, and will assess the competitive impact of 
the Proposed Transaction on the only potentially affected market, in the Bielefeld 
region.  
                                                 
208  In line with the approach taken by the Bundeskartellamt and suggested by the Notifying Party, the starting 
point for defining this regional area is the Target’s location in Bielefeld, and then including two layers of adjoining districts: (i) the immediate adjoining districts i.e. Gütersloh and Lippe, and (ii) the outer 
adjoining districts i.e. Herford, Soest, Paderborn, Höxter, Holzminden, Hameln -Pyrmont, Schaumburg, 
Minden- Lübbecke, Osnabrück, Warendorf and Steinfurt.  
209  Concretely, the Target’s activity i n the area of hollow glass collection in Bielefeld is rather incidental and 
covers only one contract of the 16 currently in place in the region. See Notifying Party’s reply to RFI 15, paragraph 14.  
210  Paragraphs 302- 330 of the Form CO.  
 
 
49 (182) For the collection of hollow glass in the Bielefeld region, the Notifying Party 
submits that the market shares are the following.  
Table 5: S orting of hollow glass in the Bielefeld region  in 2020 
Company  Volumes (kt)  Share in %  
Schwarz  […] [40-50] 
Target  […] [5-10] 
Combined  […] [40-50] 
Reiling Glass Recycling  […] [20-30] 
August Meyer  […] [10-20] 
ARGE NW020 -GE Kreis Paderborn  […] [5-10] 
ARGE DS Glas Kreis Warendorf  […] [5-0] 
Remondis Recycling  […] [0-5] 
Total  93 100 
Source: Form CO  and Notifying Party’s reply to RFI 15  
(183) Notwithstanding the merged entity’s  significant market share  for the collection of 
hollow glass in the Bielefeld region, the Commission ultimately considers that the  
Proposed Transaction does not raise serious doubts as to its compatibility with the 
internal market as a result of horizontal non-coordinated effects, for the following 
reasons. 
(184) First,  the Parties’ market position is constrained in the short term as new contracts 
will be tendered out in the next years and there are sufficient credible bidders in the 
market.  
(185) In fact, the  market investigation respondents  have explained that contracts for 
collection services for hollow glass are tendered out regularly, with the  price 
appear ing to be the determining – and according to various respondents the only –  
criterion of selection of the preferred bid.211 In that context, the large majority of 
market investigation respondents, including competitors and customers, has also 
stated that they do not consider the Parties to have any competitive advantage vis -à-
vis other companies active in the Bielefeld region.212  
(186) At the  same time , the market investigation has shown that customers  consider that 
they would have sufficient alternative collectors of hollow glass to turn to should the 
merged entity refuse to provide collection services or otherwise provide these 
services at s ignificantly worse conditions in the Bielefeld region, and vice versa that 
competitors consider that they would be able to present as an alternative to the 
merged entity for the collection of hollow glass in the Bielefeld region in such a 
                                                 
211  Replies to quest ion 15 of Questionnaire Q5 –  Competitors for the collection of hollow glass in the 
Bielefeld region; replies to question 13 of Questionnaire Q6 -  Customers for the collection of hollow glass 
in the Bielefeld region. The Notifying Party has specified that t he majority of the 16 contracts currently in 
place in the Bielefeld region will expire in the coming 2 years. See Notifying Party’s reply to RFI 15, 
paragraph 5.  
212  Replies to question 17 of Questionnaire Q5 –  Competitors for the collection of hollow glass  in the 
Bielefeld region; replies to question 15 of Questionnaire Q6 -  Customers for the collection of hollow glass 
in the Bielefeld region.  
 
 
50 case.213 Therefore, there appears to be a sufficient number or credible bidders post -
transaction to compete for the new contracts.  
(187) Second, on the barriers to enter a new region for the collection of hollow glass, 
market investigation respondents revealed that while the curre nt contractor has a 
small advantage vis -à-vis others, this is true for all regions, and that in any case the 
invest ments which would be needed for entry are rather limited. Concretely, this 
requires only the set -up of the logistical infrastructure, such as  bottle banks, trucks  
(with a crane that can handle the specific dimensions of the bottle banks), loading and parking space  and personnel , some of which may be rented, leased or 
subcontracted.
214  
(188) In any case, there will be five remaining competitors  already  operating in the 
Bielefeld region who would not need to face these investments in order to expand 
their operations in the region and bid for new contracts. Nothing would seem to 
prevent customers from resorting to these competitors in future contracts if the 
Parties were to refuse to provide collection services or provide these services at significantly worse conditions.  
(189) This assessment was largely confirmed in the market investigation, across both 
competitors and customers, a s a majority of respondents does not expect a price 
increase in the collection of hollow glass in the Bielefeld region as a result of the 
Proposed Transaction.
215 
(190) For these reasons, the Commission takes the view that the Proposed Transaction 
does not raise serious doubts as to its compatibility with the internal market as regards the collection of hollow glass in the Bielefeld region.  
5.3. Vertical effects  
(191) The Commission has analysed the existence of three potential vertical links 
identified by the Parties: (i) between the collection of LWP and the collection of 
I&C waste
216 (both upstream) and the sorting of LWP (downstream), (ii) between 
the sorting of LWP (upstream) and the commercialisation of LWP (downstream), and (iii) between the collection of I&C waste (upstream) and the Notifying Party’s 
grocery retail activities (down stream) .  
                                                 
213  Replies to question 16 of Questionnaire Q5 –  Competitors for the collection of hollow glass in the 
Bielefeld reg ion; replies to question 14 of Questionnaire Q6 -  Customers for the collection of hollow glass 
in the Bielefeld region; Minutes of a call with a competitor on 2 February 2021, paragraph 12; Minutes of 
a call with a customer on 2 February 2021, paragraphs 1 0-11. 
214  Replies to questions 18- 19 of Questionnaire Q5 – Competitors for the collection of hollow glass in the 
Bielefeld region; replies to question 16 -17 of Questionnaire Q6 -  Customers for the collection of hollow 
glass in the Bielefeld region; Minutes of a call with a competitor on 2 February 2021, paragraphs 6- 7; 
Minutes of a call with a customer on 2 February 2021, paragraph 8.  
215  Replies to question 22 of Questionnaire Q5 –  Competitors for the collection of hollow glass in the 
Bielefeld region; repli es to question 20 of Questionnaire Q6 -  Customers for the collection of hollow glass 
in the Bielefeld region.  
216  Potentially segmented on the basis of whether the waste is commercial, industrial, or demolition and construction waste.  As mentioned before in  paragraph (12) and footnote 18, for the p urpose of this 
Decision the Commission refers to ‘I&C waste’ while leaving the exact scope of the product market open, as the assessment does not differ irrespective of the exact relevant product market considered.  
 
 
 
51 5.3.1. Collection of LWP and collection of I&C waste (both upstream) and the sorting of 
LWP (downstream) 
(192) The Target collects LWP (with a [5-10]% market share) and I&C waste (with a 
market share below 5% under any plausi ble product or geographic market definition) 
in the Netherlands, and both Parties are active in LWP sorting in the Netherlands 
(and would have a combined market share in excess of 30% under any plausible 
geographic market definition).  
(193) However, from a comm ercial perspective , there is no vertical link between these two 
activities . Indeed, in the Netherlands collecting entities do not themselves decide 
who will sort waste volumes. These  decisions can only be made by Nedvang, public 
organisations such as Midwaste/RKN and the municipalities.217 Consequently, the 
Parties  are not in a position, even theoretically, to determine the vertical integration 
of their collection and sorting services. As such, the Proposed Transaction could not 
possibly result in custom er or input foreclosure.218  
(194) Therefore , the Commission considers that the Proposed Transaction does not give 
rise to any vertical link  between the Parties219 and, for that reason does not raise 
serious doubts  as to its compatibility with the internal market as  a result of vertical 
effects  between the collection of LWP or I&C waste and the sorting of LWP , 
irrespective of the market definition upheld.  
5.3.2. Sorting of LWP (upstream) and commercialisation of LWP (downstream)  
(195) Similarly,  the Proposed Transaction does not appear to result in a vertical link  
between the sorting of LWP (upstream) and the commercialisation of LWP 
(downstream).  
(196) Indeed, in practice, an LWP sorting facility either acquires ownership of the LWP it 
sorts, or the ownership is retained by t he customer. If the LWP sorter takes 
ownership of the LWP it sorts, it then commercialise s the output of its sorting 
process. If the ownership of the LWP remains with the customer however, this 
customer will itself arrange for the sorted fractions to be commercialised. As such, 
either  both of these activities are entirely internalised, or the sorted LWP remains the 
customer’s property, so that this customer takes care of the commercialisation.  For 
that reason, the Proposed Transaction could not create any risk of input or customer 
foreclosure. And while commercialisation can also be done by a trader, who engages 
                                                 
217  Some municipalities have subcontracted their waste management services to private companies (e.g. 
Veolia), but none of them to the Parties. In any case, municipalities will no longer be authorized to keep 
responsibility for sorting and commercialization of LWP as from 2023.  
218  From 2023, with  the expansion of Extended Producer Responsibility, this will also be applicable to LWP 
coming from the commercial waste stream.  
219  According to paragraph 4 of the Commission Guidelines on the assessment of non -horizontal mergers 
under the Council Regulati on on the control of concentrations between undertakings (‘Non -horizontal 
Guidelines’) , OJ C 265, 18.10.2008, ‘ [v]ertical mergers involve companies operating at different levels of 
the supply chain, for example, when a manufacturer of a certain product (the ‘upstream firm’) merges 
with one of its distributors (the  ‘downstream firm’) […] ’. Footnote 4 clarifies that ‘ the terms ‘downstream’ 
and ‘upstream’ are used to describe the (potential) commercial relationship  that the merging entities have with 
each o ther. Generally the commercial relationship is one where the ‘downstream’ firm purchases the output 
from the ‘upstream’ firm and uses it as an input in its own production, which it then sells on to its customers ’. 
Therefore, in the absence of a commercial relationship, there cannot be any vertical overlap between the Parties.  
 
 
52 in mere trading activities ( i.e. commercialises LWP fractions that have not been 
sorted by itself), as neither of the Parties is active in such trading activities no 
vertical relationship arises from the Proposed Transaction in this regard.  
(197) For these reasons, the Commission considers that the Proposed Transaction does not 
give rise to any vertical link  between the Parties and, for that reason, does not raise 
serious doubts as to its compatibility with the internal market as a result of vertical 
effects between the sorting of LWP and the commercialisation of LWP , irrespective 
of the market definition upheld.  
5.3.3. Collection of I&C waste (upstream ) and groce ry retail (downstream)  
(198) The Notifying Party’s  LIDL and Kaufland grocery retail stores in Germany, 
Luxembourg, the Netherlands and Poland, generate waste  and are therefore 
customers  for the collection of commercial waste. This would give rise to a potential 
vertically affected market in Luxembourg, where the Target’s share on the market 
for the collection of non-hazardous commercial waste is approximately [70-80]%,220 
while the Notifyi ng Party’s share of the retail market is approximately [0-5]%. The 
Notifying Party further submits  that its share of demand for commercial waste 
collection services is approximately [0-5]%, lower than its share on the downstream 
retail market.221 
(199) The Notifyi ng Party argues that services for the collection of commercial waste are 
not an important input for the operation of grocery retail stores as such services are 
not an important cost factor for a retail business. The Notifying Party estimates that 
the colle ction of commercial waste accounts for less than […]% of a retail business’ 
operating costs. This means that waste collection accounts for a smaller proportion 
of the business’ costs than electricity, personnel, leasing and marketing.  
(200) The Commission takes  the view that there does not seem to be a vertical relationship 
between the Parties within the meaning of paragraph 4 of the Non-horizontal 
Guidelines. In fact, waste  collection services purchased by a retail business cannot 
be considered to constitute an ‘input in its own production, which it then sells on to 
its customers’.222 Retail businesses do not incorporate waste collection services in 
any way into their production process or into the products or services they offer to 
their customers.  
(201) However , even if these markets were considered to be vertically related, no 
competition concerns as a result of vertical effects would arise , for the following 
reasons .  
(202) First,  the Commission considers that , for the purposes of the present Decision , any 
hypothetical  input foreclosure would not raise any competition problems since waste 
collection services would not be an ‘important input ’ for the downstream activity 
within the meaning of paragraph 34 of the Non-horizontal guidelines: in the first 
place, the collectio n of commercial waste accounts for less than […]% of a retail 
                                                 
220  The Target’s share would be above 30% on any plausible sub- segmentation.  
221  See paragraphs 395 et seq. of the Form CO.  
222  See the Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the 
control of concentrations between undertakings ("Non -Horizontal Merger Guidelines"), OJ C 265, 
18.10.2008, footnote 4.  
 
 
53 business’ operating costs, which is a smaller proportion of the business’ costs than 
electricity, personnel, leasing and marketing. In the second place, it does not seem 
that the collection of w aste can be considered a critical component of grocery retail 
businesses without which they could not effectively sell their products on the 
market. In the third place, waste collection does not represent a significant source of product differentiation for supermarkets.  
(203) In any case, the Commission takes the view that the Proposed Transaction will not 
lead to input foreclosure, as t he merged entity would have neither the ability nor the 
incentive to engage in an input foreclosure strategy. 
(204) Regarding the merged entity’s ability to foreclose , although the Target has a very 
significant position in the upstream market for commercial waste collection in Luxembourg, other providers of similar services, such as Veolia active in 
neighbouring France, could easily enter the market.  
(205) As regards the merged entity’s incentive to engage in input foreclos ure, given that 
waste collection services form a very small proportion of a retail business’ costs, 
such a strategy would not have a significant impact on the competitiveness of 
downstream rivals, and would not result in downstream demand being diverted away 
from foreclosed rivals. Nor would such a strategy allow the merged entity  to benefit 
from higher price levels downstream, as it would be unlikely to succeed in 
signif icantly raising rivals’ costs.  
(206) Second, the Commission takes the view that the Proposed Transaction will also not 
lead to customer foreclosure, g iven the Notifying Party’s low share of demand for 
commercial waste collection se rvices in Luxembourg ([0-5]%).  
(207) For these reasons, the Commission considers that the Proposed Transaction does not 
raise serious doubts as to its compatibility with the internal market as a result of 
vertical effects between the retail activities and the collection of I&C waste 
irrespect ive of the market definition upheld.  
6. P
ROPOSED REMEDIES  
(208) In order to render the concentration compatible with the internal market, the Notifying Party ha s modified the notified concentration by entering into the 
following commitments  (the ‘Commitments ’)
223, which are annexed to this D ecision 
and described in detail in the Form RM, and form an integral part thereof.  
(209) Notably, on 17 March 2021, the Notifying Party submitted a set of remedies (‘Initial Commitments’), which the Commission market tested from 18 March 2021 to 
26 March 2021. On 31 March 2021, t he Commission communicated to the Notifying 
Party the feedback received by market test respondent s, after which the Notifying 
Party submitted revised commitments  and a revised Form RM , on 8 April 2021 (the 
‘Revise d Commitments’).  
                                                 
223  For the purpose of Sections 6, 7 and 8, the ‘Commitments’ refer to both the Initial and Revised 
Co mmi tme nts.  
 
 
54 (210) As per the Commitments224, the Notifying Party proposes to divest the ‘Rotterdam 
plant ’, an LWP sorting plant in Rotterdam currently owned by SUEZ  Recycling and 
Recovery Netherlands B.V., which is part of the Target .  
(211) Specifically, the Noti fying Party commits to divest  (together the ‘Divestment 
Business ’): 
(a) All tangible assets necessary for the sorting of LWP at the Rotterdam plant, 
including [Confidential information on details of the Divestment Business].  
(b) Licenses, permits and authorisations necessary for the sorting of LWP at the 
Rotterdam plant to the extent transferrable under applicable law, related to the sorting capacity and storage of waste, as well as for the export of mixed 
plastic packaging (the latte r during a transitional  period).  
(c) Sorting contracts , notably the external customers contracts relating to the 
sorting of LWP, supply contracts for a number of trade flows, and the lease 
contracts for working equipm ent. 
(d) Customer accounts, orders, and credit records relating to the  sortin g of LWP 
at the Rotterdam plant. 
(e) The Personnel included in the organisational chart under paragraph 23 of the Schedule to the Commitments.  
(f) The Key Personnel, notably the Plant Manager, Production Manager, Watch 
Leade rs and Head of Maintenance.  
(g) A nu mber of transitional services, for the Divestment Business to continue to 
be economically viable and competitive.  
(212) In addition, the Notifying Party has entered into related commitments, inter alia 
regarding the separation of the Divest ment  Business  from the ir retained businesses, 
the preservation of the viability, marketability and competitiveness of the 
Divest ment  Business , including the appointment of a monitoring trustee and, if 
necessary, a divestiture trustee . 
(213) The Notifying Party considers that these Commitments would eliminate any serious 
doubts which may be identified by the Commission in relation to the sorting of 
Dutch LWP. In particular, the Notifying Party is of the view that the Commitments 
fully set off the addition of market shares and capacity in relation to LWP sorting in 
the Netherlands through the Proposed Transaction, as they would effectively remove 
the overlap between the Parties for this activity.  
                                                 
224  The ge neral description below appears both in the Initial and Revised Commitments. The amendments 
made in the Revised Commitments are explained in detail in Section 7.1.2.  
 
 
55 7. ASSESSMENT OF THE PRO POSED REMEDIES  
7.1. Suitability of the Commitments to remove serious doubts  
(214) The Divestment Business has a sorting capacity of 102 kt, and sorted 92 kt of LWP 
in 2020, making it the largest sorting facility in the Netherlands both in terms of 
capacity and in terms of LWP volumes sorted. Furthermore, the Divestment 
Business is well located to compete for the sorting of Dutch LWP , in Rotterdam and 
within a short  driving distance from  the main Dutch population centres , suggesting 
that it is particularly well placed to serve a significant proportion of demand in the 
Netherlands . Given t hat it is also the only plant the Target use s for the sorting of 
Dutch LWP , these Commitments would result in a removal of the entire overlap 
resulting from the Proposed Transaction in relation to the sorting of Dutch LWP.  
(215) However, specific provisions and the structure of the divestment raised issues 
identified in the course of the market test , which led to a revision of the Notifying 
Party’s Initial Commitment s. 
7.1.1. Results of the market test of the Initial Commitments  
(216) The results of the market test  indicated that overall, in principle the sale of the 
Divestment Business to a suitable purchaser would be sufficient to remove the competition concerns raised by the Proposed Transaction. Indeed, the  overw helming  
majority  of both competitors and customers  that took a position indicated that they 
consider that the Commitments would remove the competition concerns in respect of 
the sorting of Dutch LWP.
225 
(217) Market test respondents however did voice concerns with regard to the sharing of 
facilities between the m erged entity and the purchaser, and pointed to a risk of 
dependency of the purchaser on the merged entity.  
(218) Concretely, the Initial Commitments as originally submitted on 17 March 2021 
envisaged two scenarios with respect to the tangible assets, with a pos sibility for the 
purchaser to choose among those.  
(219) The Divestment Business is located on the Rotterdam site, which is currently leased 
to SUEZ  by [Confidential information on details of the Divestment Business]. The 
Divestment Business includes the LWP s orting plant, which is located in the main 
building on the Rotterdam s ite. [Confidential information on details of the 
Divestment Business].  
(220) [Confidential information on details of the Divestment Business].  
(221) [Confidential information on details of the Dive stment Business] . 
(222) In the course of the market test, the concern was raised that the shared use 
[Confidential information on details of the Divestment Business], could result in 
exchanges of sensitive information, since information on the volumes and capaci ty 
                                                 
225  Replies to question 8 of Questionnaire Q7 – Market test of the proposed remedies – Questionnaire to 
customers; Replies to question 8 of Questionnaire Q8 –  Market test of the proposed remedies – 
Questionnaire to competitors. 
 
 
56 of the Rotterdam plant would be [Confidential information on details of the 
Divestment Business], allowing  Schwarz to have  access to it .226  
(223) Some  respondents also believed that renting the site from Schwarz could make  the 
purchaser dependent on the merged entity in its operation of the divestment 
business .227 If the merged entity were to retain a lease over the site and to sublet 
parts of the site to the purchaser, the latter would be reliant on the merged entity continuing to do so on market terms. It could  also have the effect of hindering the 
purchaser from deciding to make additional investments in the facilities. Finally, one 
respondent explained that the use of the Rotterdam facilities was subject to a number 
of permits regulating the permissible waste volumes and noise and odour emissions 
that could emanate from the site. According to this respondent, there was a risk that 
the shared use of these permits could likewise make the purchaser dependent on the 
merged entity for the operation of the facility.
228  
7.1.2. The R evised Commitments and the Commission’s assessment  
(224) In order to address the concerns raised during the market test , the Notifying Party 
amended the Initial Commitments to provide for two  alternatives, between which the 
purchaser will be able to choos e. The Notifying Party retained Scenario 2 
[Confidential information on details of the Divestment Business].  
(225) As such, the  Revised  Commitments  provide that  in principle, Schwarz will divest to 
the purchaser [Confidential information on details of the Dives tment Business], 
including the Divestment Business, [Confidential information on details of the 
Divestment Business], and facilities such as [Confidential information on details of 
the Divestment Business] (i.e. Scenario 2). Alternatively, in case the purc haser 
prefers this and [Confidential information on details of the Divestment Business], 
Schwarz would divest only the Divestment Business (including the respective part of 
the ground lease and [Confidential information on details of the Divestment 
Busines s]), but retain [Confidential information on details of the Divestment 
Business]  and share [Confidential information on details of the Divestment 
Business] . This would not result in the purchaser having to rent  any part of the land 
or facilities from Schwa rz. Although the purchaser could choose to make 
[Confidential information on details of the Divestment Business] available to 
Schwarz, this would not result in the purchaser obtaining sensitive information 
relating to a competitor, as Schwarz would not be operating a competing LWP 
sorting business on the Rotterdam site.229 
(226) Moreover, the Revised Commitments no longer i nclude a possibility for the VCCP 
to assist the purchaser during a transitional period before returning to the Notifying 
                                                 
226  Replies t o questions 2, 5, and 6 of Questionnaire Q7 – Market test of the proposed remedies – 
Questionnaire to customers . 
227  Replies to question 6 of Questionnaire Q7 – Market test of the proposed remedies – Questionnaire to 
customers.  
228 Replies to question 6.1.1 of Questionnaire Q7 –  Market test of the proposed remedies – Questionnaire to 
customers . 
229  The reverse situation, whereby Schwarz would have made the weighbridge available to the purchaser, 
would have created a risk of information  sharing because Schwarz w ould have had access to confidential 
information regarding the operation of the Rotterdam plant while continuing to operate an LWP sorting plant at Zwolle.  
 
 
57 Party, again to remove any risk of inappropriate exchange of information. Per the 
Revised  Commitments, the VCCP, at the choice of the purchaser, will either be 
included in the Divestment Business or be retained by Schwarz, in which latter case 
there would be no possibility for assistance of the purchaser for a transitional period.  
(227) The Commission considers that these amendments address the  concerns raised 
during the market test, and that as such the R evised Commitments o f 8 April 2021 
are suitable to remove the competition concerns raised by the Proposed Transaction. 
7.2. Viability and attractiveness of the Divestment Business  
(228) The Divestment Bus iness is profitable, with a turnover of EUR […] in 2020, and an 
EBITDA of EUR […].230  
(229) The market test  has confirmed the viability and attractiveness of the Divestment 
Business. Concretely, of the market test respondents that replied in this regard, all 
but one confirmed that the Divestment Business would be viable , and would allow  a 
suitable purchaser to compete effectively and on a lasting basis for the sorting of 
Dutch LWP.231 
(230) Based on the market test results , the Commission considers that the Divestment 
Business is a viable and attractive business . This is further confirmed by the fact that 
at least five companies active in waste management have expressed a preliminary 
interest in acquiring the Divestment Bus iness .  
7.3. Purchaser criteria and buyers  
(231) The Commitments contain the standard requirement that the purchaser (i) be 
independent from the Notifying Party, (ii) have the financial resources, proven 
expertise and incentive to maintain and develop the Divestment Business as a viable 
and active competitive force, and (iii) be unlikely to create competition concerns.232  
(232) The Commission’s market test aimed at verifying whether these criteria were 
sufficient or whether further purchaser criteria should be included.  
(233) Among  market test respondents that expressed a view, a majority believed that the 
standard criteria would be sufficient and that a potential purchaser would not necessarily need to have specific operational experience in order to operate the 
Divestment Bus iness as an active competitive force.
233 Nevertheless, respondents 
unanimous ly considered that  a purchaser with general experience of waste 
                                                 
230  Paragraph 52 of the revised Form RM.  
231  Replies to question 4 of Questionnaire Q7 – Market test o f the proposed remedies – Questionnaire to 
customers; Replies to question 4 of Questionnaire Q8 –  Market test of the proposed remedies – 
Questionnaire to competitors. 
232  The same requirements appear in the Initial and Revised Commitments.  
233  Replies to que stion 11 of Questionnaire Q7 –  Market test of the proposed remedies – Questionnaire to 
customers; Replies to question 11 of Questionnaire Q8 – Market test of the proposed remedies –  
Questionnaire to competitors. 
 
 
58 management would be suitable , but that specific experience in the LWP sorting 
market does not appear to be a necessary  condition.234  
(234) Consequently, t he Commission considers that , as provided in the Revised  
Commitments,  any suitable purchaser will need to demonstrate proven expertise and 
incentive to maintain and develop the Divestment Business as a viable and active 
competi tive force in competition with the Parties and other competitors.235 As per 
the results of the market investigation and the Commission’s competitive assessment, a purchaser with waste management experience would likely fulfil these 
criteria . 
7.4. Conclusion  
(235) For t he reasons outlined above, the R evised Commitments entered into by the 
Notifying Party are sufficient to eliminate in full the serious doubts as to the 
compatibility of the  Proposed T ransaction with the internal market  with regard to the 
sorting of Dutch L WP as a result of horizontal non-coordinated effects . The 
Commission therefore concludes that, subject to full compliance with the Revised 
Commitment s given by the Notifying Party, the Proposed Transaction would not 
significantly impede effective competiti on in the internal market or a substantial part 
thereof.  
(236) The Revised  Commitments in section  B of the Annex constitute conditions attached 
to this D ecision, as only through full compliance therewith can the structural 
changes in the relevant markets be achieved. The other commitments set out in the 
Annex constitute obligations, as they concern the implementing steps which are 
necessary to achieve the modifications sought in a manner compatible with the 
internal market. 
8. C
ONCLUSION  
(237) For the above reasons, t he Commission has decided not to oppose the notified 
operation as modified by the Revised Commitments and to declare it compatible 
with the internal market and with the functioning of the EEA Agreement, subject to 
full compliance with the conditions in sec tion B of the commitments annexed to the 
present Decision and with the obligations contained in the other sections of the said 
commitments. This Decision is adopted in application of Article 6(1)(b) in 
conjunction with Article 6(2) of the Merger Regulation  and Article 57 of the EEA 
Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President
                                                 
234  Replies to question 13 of Questionnaire Q7 – Market test of the proposed remedies – Questionnaire to 
customers; Replies to question 13 of Questionnaire Q8 – Market test of the proposed remedies –  
Questionnaire to competitors. 
235  Paragraph 15(b) of the Revised Commitment Text.  
 
 [non -confidential version]       Revised offer: 07.04.2021  
 
Case M.10047  
SCHWARZ GROUP / SUEZ WASTE MANAGEMENT COMPANIES  
 
COMMITMENTS TO THE EUROPEAN COMMISSION  
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), 
Schwarz Group (the “ Notifying Party ”) hereby enter into the following Commi tments (the 
“Commitments ”) vis -à-vis the European Commission (the “ Commission ”) with a view to rendering 
the acquisition of sole control over several companies which form the recycling and recovery 
operations of SUEZ in Germany, Luxembourg, the Netherlands , and Poland (the 
“Concentration ”) compatible with the internal market and the functioning of the EEA Agreement.   
This text shall be interpreted in light of the Commission’s decision pursuant to Article 6(1)(b) of the 
Merger Regulation to declare the Concentration compatible with the internal market and the 
functioning of the EEA Agreement (the “ Decision ”), in the general framework of European Union 
law, in particular in light of the Merger Regulation, and by reference to  the Commission Notice on 
remed ies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation 
(EC) No 802/2004 (the “ Remedies Notice ”). 
 
Section A.  Definitions  
 
1. For the purpose of the Commitments, the following terms shall have the following meaning:  
 
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate parents of 
the Parties, whereby the notion of control shall be interpreted pursuant to Article 3 of the Merger 
Regulation and in light of the Commission Consolidated Jur isdictional Notice under Council 
Regulation (EC) No 139/2004 on the control of concentrations between undertakings (the 
"Consolidated Jurisdictional Notice ").  
 Assets: the assets that contribute to the current operation or are necessary to ensure the viab ility 
and competitiveness of the Divestment Business as indicated in Section B, paragraph 5 (a), (b) and 
(c) and described more in detail in the Sched ule.  
 Closing : the transfer of the legal title to the Divestment Business to the Purchaser.  
 Closing Period : the period of […] from the approval of the Purchaser and the terms of sale by the 
Commission.  
 Confidential Information : any business secrets, know -how, commercial information, or any 
other information of a proprietary nature that is not in the public domain.   Conflict of Interest: any conflict of interest that impairs the Trustee's objectivity and 
independence in discharging its duties under the Commitments.  
 
2  
Divestment Business : the business or businesses as defined in Section B and in the Schedule 
which the Notifying Party comm its to divest.  
 Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by Schwarz and who has/have received from Schwarz the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum price.  
  
Effective Date : the date of adoption of the Decision.  
 
First Divestiture Period : the period of […] from the Effective Date.  
 
Hold Separate Manager : the person appointed by Schwarz for the Divestment Business to 
manage the day -to-day business under the supervision of the Monitoring Trustee.  
 Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Divestment Business, as listed in the Schedule, including the Hold Separate Manager.   
Monitoring Trus tee: one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by Schwarz, and who has/have the duty to monitor Schwarz’ 
compliance with the conditions and obligations attached to the Decision.  
 Parties:  the Notifying Party  and the undertaking that is the target of the concentration.  
 
Personnel : all staff currently employed by the Divestment Business, including staff seconded to 
the Divestment Business, shared personnel as well as the additional personnel listed in the 
Sche dule.  
 Purchaser : the entity approved by the Commission as acquirer of the Divestment Business in 
accordance with the criteria set out in Section D.  
 Purchaser Criteria : the criteria laid down in paragraph 15 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
 Schedule : the schedule to these Commitments describing more in detail the Divestment Business.  
 SUEZ:  SUEZ Groupe S.A.S., France  
 
Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may be.   
 Trustee Divestiture Period : the period of […] from the end of the First Divestiture Period.  
 
Schwarz: the German Schwarz Group which the acquirers of the Concentration (SB PreZero 
GmbH & CO. KG, PreZero International GmbH, and SB Dienstleistung KG) are part of. Schwarz 
is not a subordinate group of companies (and is not incorporated as such), but does form  a single 
economic unit pursuant to para 135 of the Commission's Consolidated Jurisdictional Notice.  The 
acquirers of the Concentration  are part of Schwarz and are all incorporated under the laws of 
Germany, have their registered office at Stiftsbergstraß e 1, Neckarsulm, Germany, and are 
 
3 registered with the Commercial Register at Stuttgart (SB PreZero GmbH & Co. KG under number 
HRA 737416, PreZero International GmbH under number HRB 772407, and SB Dienstleistung 
KG under number HRA 721997).  
 
 
Section B.  The commitment to divest and the Divestment Business  
 
 Commitment to divest 
 2. In order to maintain effective competition, Schwarz commits to divest, or procure the divestiture 
of the Divestment Business by the end of the Trustee Divestiture Period as a going concern to a 
purchaser and on terms of sale approved by the Commission in a ccordance with the procedure 
described in paragraph of these Commitments. To carry out the divestiture, Schwarz commits to 
find a purchaser and to enter into a final binding sale and purchase agreement for the sale of the 
Divestment Business within the Fir st Divestiture Period. If Schwarz has not entered into such an 
agreement at the end of the First Divestiture Period, Schwarz shall grant the Divestiture Trustee an 
exclusive mandate to sell the Divestment Business in accordance with the procedure described  in 
paragraph 28 in the Trustee Divestiture Period.  
 3. Schwarz shall be deemed to have complied with this commitment if:  
 
 (a) by the end of the Trustee Divestiture Period, Schwarz or the Divestiture Trustee ha s 
entered into a final binding sale and purchase agreement and the Commission 
approves the proposed purchaser and the terms of sale as being consistent with the 
Commitments in accordance with the procedure described in paragraph 16 ; and  
 
 (b) the Closing of the sale of the Divestment Business to the Purchaser takes place within 
the Closing Period.  
 
4. In order to maintain the structural effect of the Com mitments, the Notifying Party shall, for a 
period of 10 years after Closing, not acquire, whether directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) over the 
whole or part of the Divestment Business, unless, following the submission of a reasoned request 
from the Notifying Party showing good cause and accompanied by a report from the Monitoring Trustee (as provided in paragraph 42 of these Commitments), the Commission finds that the 
structure of the market has changed to such an extent that the absence of influence over the Divestment Business is no longer necessary to render the proposed concentration compatible with 
the internal market.  
  
 
4  Structure and definition of the Divestment Business  
 
5. The Divestment Business consists of a sorting facility for lightweight packaging waste in 
Rotterdam which is currently owned by SUEZ Recycling & Recovery Netherlands B.V. which is a 
part of SUEZ. The legal and functional structure of the Divestment Business as operated to date is 
described in the Schedule. The Divestment Business, described in more detail in the Schedule, 
includes all a ssets and staff that contribute to the current operation or are necessary to ensure the 
viability and competitiveness of the Divestment Business, in particular:  
 
 (a) all tangible and intangible assets (including intellectual property rights);  
  (b) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the Divestment Business;  
 
 (c) all contracts, leases, commitments and customer orders of the Divestment Business; 
all customer, credit and other records of the Divestment Business; and  
 
 (d) the Personnel.  
 
6. In addition, the Divestment Business includes the benefit, for a transitional period of up to […] 
after Closing and on terms and conditions equivalent to those at present afforded to the Divestment Business, of all current arrangements under which Schwarz or its Affiliated 
Undertakings supply products or services to the Divestment Business, as detailed in the Schedule, unless otherwise agreed with the Purchaser. Strict firewall procedures will be adopted so as  to 
ensure that any competitively sensitive information related to, or arising from such supply 
arrangements will not be shared with, or passed on to, anyone outside the providing Schwarz 
operations.  
 
Section C.   Related commitments  
 
 Preservation of viability, marketability and competitiveness  
 7. From the Effective Date until Closing, the Notifying Party shall preserve or procure the 
preservation of the economic viability, marketability and competitiveness of the Divestment 
Business, in accordance with good business practice, and shall minimise as far as possible any risk 
of loss of competitive potential of the Divestment Business. In particular Schwarz undertakes:  
(a) not to carry out any action that might have a significant adverse impact on the value , 
management or competitiveness of the Divestment Business or that might alter the nature and scope of activity, or the industrial or commercial strategy or the investment 
policy of the Divestment Business;  
(b) to make available, or procure to make availa ble, sufficient resources for the 
development of the Divestment Business, on the basis and continuation of the existing 
business plans;  
(c) to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on industry practice), to encourage all 
Key Personnel to remain with the Divestment Business, and not to solicit or move any 
 
5 Personnel to Schwarz’ remaining business. Where, nevertheless, individual members 
of the Key Personnel exceptionally  leave the Divestment Business, Schwarz shall 
provide a reasoned proposal to replace the person or persons concerned to the Commission and the Monitoring Trustee. Schwarz must be able to demonstrate to the Commission that the replacement is well suited to carry out the functions exercised by 
those individual members of the Key Personnel. The replacement shall take place 
under the supervision of the Monitoring Trustee, who shall report to the Commission.  
 
 Hold -separate obligations  
 
8. The Notifying Party commits, from the Effective Date until Closing, to keep the Divestment 
Business separate from the business(es) it is retaining and to ensure that unless explicitly 
permitted under these Commitments: (i)  management and staff of the business(es) retained by  
Schwarz have no involvement in the Divestment Business; (ii) the Key Personnel and Personnel of 
the Divestment Business have no involvement in any business retained by Schwarz and do not 
report to any individual outside the Divestment Business.  
 
9. Until Clo sing, Schwarz shall assist the Monitoring Trustee in ensuring that the Divestment 
Business is managed as a distinct and saleable entity separate from the business(es) which 
Schwarz is retaining. Immediately after the adoption of the Decision, Schwarz shall  appoint a 
Hold Separate Manager. The Hold Separate Manager, who shall be part of the Key Personnel, 
shall manage the Divestment Business independently and in the best interest of the business with a 
view to ensuring its continued economic viability, marke tability and competitiveness and its 
independence from the businesses retained by Schwarz . The Hold Separate Manager shall closely 
cooperate with and report to the Monitoring Trustee and, if applicable, the Divestiture Trustee. Any replacement of the Hold Separate Manager shall be subject to the procedure laid down in 
paragraph 8(c) of these Commitments. The Commission may, after having heard Schwarz, require 
Schwarz to replace the Hold Separate Manager.  
 
 Ring -fencing  
 10. Schwarz shall implement, or procure to implement, all necessary measures to ensure that it does 
not, after the Effective Date, obtain any Confidential Information relating to the Divestment 
Business and that any such Confidential Information obtained by Schwarz before the Effective Date will be eliminated and not be used by Schwarz. This includes measures vis -à-vis Schwarz’ 
appointees on the supervisory board and/or board of directors of the Divestment Business. In 
particular, the participation of the Divestment Business in any central inform ation technology 
network shall be severed to the extent possible, without compromising the viability of the Divestment Business. Schwarz may obtain or keep information relating to the Divestment Business which is reasonably necessary for the divestiture of  the Divestment Business or the 
disclosure of which to Schwarz is required by law.  
  Non-solicitation clause  
 11. The Parties undertake, subject to customary limitations, not to solicit, and to procure that 
Affiliated Undertakings do not solicit, the Key Personnel transferred with the Divestment Business 
for a period of […] after Closing.  
 
 
6  Due diligence  
 
12. In order to  enable potential purchasers to carry out a reasonable due diligence of the Divestment 
Business, Schwarz shall, subject to customary confidentiality assurances and dependent on the stage of the divestiture process:   
(a) provide to potential purchasers suf ficient information as regards the Divestment 
Business;  
(b)  provide to potential purchasers sufficient information relating to the Personnel and 
allow them reasonable access to the Personnel.  
 
 Reporting 
 13. Schwarz shall submit written reports in English on potential purchasers of the Divestment 
Business and developments in the negotiations with such potential purchasers to the Commission 
and the Monitoring Trustee no later than 10 days after the end of every month following the Effective Date (or otherwis e at the Commission’s request). Schwarz shall submit a list of all 
potential purchasers having expressed interest in acquiring the Divestment Business to the 
Commission at each and every stage of the divestiture process, as well as a copy of all the offers  
made by potential purchasers within five days of their receipt.  
 14. Schwarz shall inform the Commission and the Monitoring Trustee on the preparation of the data 
room documentation and the due diligence procedure and shall submit a copy of any information 
memorandum to the Commission and the Monitoring Trustee before sending the memorandum out 
to potential purchasers.  
 
Section D.  The Purchaser  
 
15. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:  
 
(a) The Purchaser shall be independent of and unconnected to the Notifying Party and its 
Affiliated Undertakings (this being assessed having regard to the situation following the 
divestiture).  
(b) The Purchaser shall have the financial resources, proven e xpertise and incentive to maintain 
and develop the Divestment Business as a viable and active competitive force in competition with the Parties and other competitors;  
(c) The acquisition of the Divestment Business by the Purchaser must neither be likely t o create, 
in light of the information available to the Commission, prima facie  competition concerns nor 
give rise to a risk that the implementation of the Commitments will be delayed. In particular, the 
Purchaser must reasonably be expected to obtain all n ecessary approvals from the relevant 
regulatory authorities for the acquisition of the Divestment Business.  
 
16. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the 
divestment of the Divestment Business shall be cond itional on the Commission’s approval. When 
Schwarz has reached an agreement with a purchaser, it shall submit a fully documented and 
reasoned proposal, including a copy of the final agreement(s), within one week to the Commission 
and the Monitoring Trustee . Schwarz must be able to demonstrate to the Commission that the 
purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold in a manner 
 
7 consistent with the Commission's Decision and the Commitments. For the approval, the 
Commis sion shall verify that the purchaser fulfils the Purchaser Criteria and that the Divestment 
Business is being sold in a manner consistent with the Commitments including their objective to bring about a lasting structural change in the market. The Commissio n may approve the sale of the 
Divestment Business without one or more Assets or parts of the Personnel, or by substituting one 
or more Assets or parts of the Personnel with one or more different assets or different personnel, if 
this does not affect the vi ability and competitiveness of the Divestment Business after the sale, 
taking account of the proposed purchaser.  
 
 
Section E.  Trustee  
 
 I. Appointment procedure  
 
17. Schwarz shall appoint a Monitoring Trustee to carry out the functions specified in these 
Commitments for a Monitoring Trustee. The Notifying Party commits not to close the 
Concentration before the appointment of a Monitoring Trustee.  
 
18. If Schwarz has not e ntered into a binding sale and purchase agreement regarding the Divestment 
Business one month before the end of the First Divestiture Period or if the Commission has rejected a purchaser proposed by Schwarz at that time or thereafter, Schwarz shall appoint  a 
Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect upon the 
commencement of the Trustee Divestiture Period.  
 19. The Trustee shall:  
(i) at the time of appointment, be independent of the Notifying Party and its Affiliated 
Undertakings;  
(ii) possess the necessary qualifications to carry out its mandate, for example have sufficient 
relevant experience as an investment banker or consultant or auditor; and  
(iii) neither have nor become exposed to a Conflict of Interest.  
 20. The Tr ustee shall be remunerated by the Notifying Party in a way that does not impede the 
independent and effective fulfilment of its mandate. In particular, where the remuneration package 
of a Divestiture Trustee includes a success premium linked to the final s ale value of the 
Divestment Business, such success premium may only be earned if the divestiture takes place within the Trustee Divestiture Period.  
 
  Proposal by Schwarz  
 
21. No later than two weeks after the Effective Date, Schwarz shall submit the name or names of one 
or more natural or legal persons whom Schwarz proposes to appoint as the Monitoring Trustee to 
the Commission for approval. No later than one month before the end of the First Divestiture 
Period or on request by the Commission, Schwarz shall s ubmit a list of one or more persons whom 
Schwarz proposes to appoint as Divestiture Trustee to the Commission for approval. The proposal 
shall contain sufficient information for the Commission to verify that the person or persons 
proposed as Trustee fulfil  the requirements set out in paragraph 19 and shall include:  
 
 
8 (a) the full terms of the proposed mandate, which shall include all provisions necessary to 
enable the Trustee to fulfil its duties under these Commitments;  
 (b) the outline of a work plan which describes how the Trustee intends to carry out its 
assigned task s;  
 
(c)  an indication whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different trustees are proposed for the two functions.  
 
  Approval or rejection by the Commission 
 22. The Commission shall have the discretion to approve or reject the proposed Trustee(s)  and to 
approve the proposed mandate subject to any modifications it deems necessary for the Trustee to 
fulfil its obligations. If only one name is approved, Schwarz shall appoint or cause to be appointed 
the person or persons concerned as Trustee, in accordance with the mandate approved by the 
Commission. If more than one name is approved, Schwarz shall be free to choose the Trustee to be 
appointed from among the names approved. The Trustee shall be appointed within one week of the 
Commission’s approval, in accordance with the mandate approved by the Commission.  
   New proposal by Schwarz  
 
23. If all the proposed Trustees are rejected, Schwarz shall submit the names of at least  two more 
natural or legal persons within one week of being informed of the rejection, in accordance with 
paragraphs 17 and 22 of these Commitments.  
   Trustee nominated by the Commission  
 
24. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a 
Trustee, whom S chwarz shall appoint, or cause to be appointed, in accordance with a trustee 
mandate approved by the Commission.  
  
 II. Functions of the Trustee  
 
25. The Trustee shall assume its specified duties and obligations in order to ensure compliance with 
the Commitments. The Commission may, on its own initiative or at the request of the Trustee or 
Schwarz, give any orders or instructions to the Trustee in order to ensure compliance with the 
conditions and obligations attached to the Decision.   
   Duties and obligations of the Monitoring Trustee  
 26. The Monitoring Trustee shall:  
 
(i)        propose in its first report to the Commission a detailed work plan describing how it intends to monitor compliance with the obligations and conditions attached to the Decision.  
 
 
9 (ii) oversee, in close co -operation with the Hold Separate Manager, the on -going management 
of the Divestment Business with a view to ensuring its continued economic viability, 
marketability and competitiveness and monitor compliance by Schwarz with the 
conditions and obligations attached to the Decision. To that end the Monitoring Trustee 
shall:  
 
  (a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business, and the keeping separate of the 
Divestment Bus iness from the business retained by the Parties, in accordance with 
paragraphs 7 and 8 of these Commitments; 
   (b) supervise the management of the Divestment Business as a distinct and saleable entity, in accordance with paragraph 9 of these Commitments;  
   (c) with respect to Confidential Information:  
 
− determine all necessary measures to ensure that Schwarz does not after the Effective Date obtain any Confidential Information relating to the 
Divestment Business,  
− in particular strive for the severing of the Divestment Business’ participation 
in a central  information technology network to the extent possible, without 
compromising the viability of the Divestment Business,  
− make sure that any Confidential Information relating to the Divestment 
Business obtained by Schwarz before the Effective Date is elimina ted and 
will not be used by Schwarz and  
− decide whether such information may be disclosed to or kept by Schwarz as the disclosure is reasonably necessary to allow Schwarz to carry out the 
divestiture or as the disclosure is required by law;  
 
  (d) monitor  the splitting of assets and the allocation of Personnel between the 
Divestment Business and Schwarz or Affiliated Undertakings;   
 (iii) propose to Schwarz such measures as the Monitoring Trustee considers necessary to 
ensure Schwarz’ compliance with the conditi ons and obligations attached to the Decision, 
in particular the maintenance of the full economic viability, marketability or competitiveness of the Divestment Business, the holding separate of the Divestment 
Business and the non -disclosure of competitively  sensitive information; 
 
(iv) review and assess potential purchasers as well as the progress of the divestiture process 
and verify that, dependent on the stage of the divestiture process:  
   (a) potential purchasers receive sufficient and correct information relating to the Divestment Business and the Personnel in particular by reviewing, if available, the 
data room documentation, the information memorandum and the due diligence 
process, and  
 
  (b) potential purchasers are granted reasonable access to the Perso nnel;  
 
 
10 (v) act as a contact point for any requests by third parties, in particular potential purchasers, in 
relation to the Commitments; 
 (vi) provide to the Commission, sending Schwarz a non -confidential copy at the same time, a 
written report within 15 days after the end of every month that shall cover the operation and management of the Divestment Business as well as the splitting of assets an d the 
allocation of Personnel so that the Commission can assess whether the business is held in 
a manner consistent with the Commitments and the progress of the divestiture process as 
well as potential purchasers;  
 
(vii) promptly report in writing to the Commis sion, sending Schwarz a non -confidential copy at 
the same time, if it concludes on reasonable grounds that Schwarz is failing to comply 
with these Commitments;  
 (viii) within one week after receipt of the documented proposal referred to in paragraph 16 of 
these Commitments, submit to the Commission, sending Schwarz a non -confidential copy 
at the same time, a reasoned opinion as to the suitability and independe nce of the 
proposed purchaser and the viability of the Divestment Business after the Sale and as to 
whether the Divestment Business is sold in a manner consistent with the conditions and 
obligations attached to the Decision, in particular, if relevant, whe ther the Sale of the 
Divestment Business without one or more Assets or not all of the Personnel affects the 
viability of the Divestment Business after the sale, taking account of the proposed 
purchaser;  
 
(ix) assume the other functions assigned to the Monitorin g Trustee under the conditions and 
obligations attached to the Decision.  
 
27. If the Monitoring and Divestiture Trustee are not the same [legal or natural] persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each other during and 
for the purpose of the preparation of the Trustee Divestiture Period in order to facilitate each 
other's tasks.  
 
  Duties and obligations of the Divestiture Trustee  
 
28. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price the 
Divestment Business to a purchaser, provided that the Commission has approved both the 
purchaser and the final binding sale and purchase agreement (and ancill ary agreements) as in line 
with the Commission's Decision and the Commitments in accordance with paragraphs 17 and 16  
of these Commitments. The Divest iture Trustee shall include in the sale and purchase agreement 
(as well as in any ancillary agreements) such terms and conditions as it considers appropriate for 
an expedient sale in the Trustee Divestiture Period. In particular, the Divestiture Trustee ma y 
include in the sale and purchase agreement such customary representations and warranties and 
indemnities as are reasonably required to effect the sale. The Divestiture Trustee shall protect the 
legitimate financial interests of Schwarz, subject to the No tifying Party unconditional obligation to 
divest at no minimum price in the Trustee Divestiture Period.  
 29. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture 
Trustee shall provide the Commission with a comprehensiv e monthly report written in English on 
 
11 the progress of the divestiture process. Such reports shall be submitted within 15 days after the end 
of every month with a simultaneous copy to the Monitoring Trustee and a non -confidential copy to 
the Notifying Party.  
  III. Duties and obligations of the Parties  
 30. Schwarz shall provide and shall cause its advisors to provide the Trustee with all such co -
operation, assistance and information as the Trustee may reasonably require to perform its tasks. The Trustee shall have full and complete access to any of Schwarz’ or the Divestment Business’ books, records, documents, management or other personnel, facilities, sites and technical 
information necessary for fulfilling its duties under the Commitments and Schwarz and the  
Divestment Business shall provide the Trustee upon request with copies of any document. Schwarz and the Divestment Business shall make available to the Trustee one or more offices on 
their premises and shall be available for meetings in order to provide t he Trustee with all 
information necessary for the performance of its tasks.  
 31. Schwarz shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request on behalf of the management of the Divestment Business. This shall 
include all administrative support functions relating to the Divestment Business which are 
currently carried out at headquarters level. Schwarz shall provide and shall cause its advisors to provide the Monitoring Trustee, on request, with the in formation submitted to potential 
purchasers, in particular give the Monitoring Trustee access to the data room documentation and all other information granted to potential purchasers in the due diligence procedure. Schwarz shall 
inform the Monitoring Trust ee on possible purchasers, submit lists of potential purchasers at each 
stage of the selection process, including the offers made by potential purchasers at those stages, 
and keep the Monitoring Trustee informed of all developments in the divestiture proce ss.  
 32. Schwarz shall grant or procure Affiliated Undertakings to grant comprehensive powers of attorney, duly executed, to the Divestiture Trustee to effect the sale (including ancillary 
agreements), the Closing and all actions and declarations which the Di vestiture Trustee considers 
necessary or appropriate to achieve the sale and the Closing, including the appointment of advisors 
to assist with the sale process. Upon request of the Divestiture Trustee, Schwarz shall cause the 
documents required for effecti ng the sale and the Closing to be duly executed.  
 33. Schwarz shall indemnify the Trustee and its employees and agents (each an “ Indemnified Party ”) 
and hold each Indemnified Party harmless against, and hereby agrees that an Indemnified Party 
shall have no lia bility to Schwarz for, any liabilities arising out of the performance of the Trustee’s 
duties under the Commitments, except to the extent that such liabilities result from the wilful default, recklessness, gross negligence or bad faith of the Trustee, its employees, agents or advisors.  
 34. At the expense of Schwarz, the Trustee may appoint advisors (in particular for corporate finance or legal advice), subject to Schwarz’ approval (this approval not to be unreasonably withheld or 
delayed) if the Trustee considers the appointment of such advi sors necessary or appropriate for the 
performance of its duties and obligations under the Mandate, provided that any fees and other expenses incurred by the Trustee are reasonable. Should Schwarz refuse to approve the advisors 
proposed by the Trustee the C ommission may approve the appointment of such advisors instead, 
after having heard Schwarz. Only the Trustee shall be entitled to issue instructions to the advisors. 
 
12 Paragraph 33 of these Commitments shall apply mutatis mutandis . In the Trustee Divestiture 
Period, the Divestiture Trustee may use advisors who served Schwarz during the Divestiture 
Period if the Divestiture Trustee considers this in the best interest of an expedient sale.  
 
35. Schwarz agrees that the Commission may share Confidential Information proprietary to Schwarz 
with the Trustee. The Trustee shall not disclose such information and the principles contained in 
Article 17 (1) and (2) of the Me rger Regulation apply mutatis mutandis .  
 36. The Notifying Party agrees that the contact details of the Monitoring Trustee are published on the website of the Commission's Directorate -General for Competition and they shall inform interested 
third parties, in particular any potential purchasers, of the identity and the tasks of the Monitoring Trustee.  
 
37. For a period of 10 years from the Effective Date the Commission may request all information 
from the Parties that is reasonably necessary to monitor the effectiv e implementation of these 
Commitments.  
  IV. Replacement, discharge and reappointment of the Trustee 
 38. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, 
including the exposure of the Trustee to a Conflict of I nterest:  
 
(a) the Commission may, after hearing the Trustee and Schwarz , require Schwarz to replace the 
Trustee; or  
(b) Schwarz may, with the prior approval of the Commission, replace the Trustee.  
39. If the Trustee is removed according to paragraph 38 of these Commitments, the Trustee may be 
required to continue in its function until a new Trustee is in place to whom the Trustee has effected a f ull hand over of all relevant information. The new Trustee shall be appointed in 
accordance with the procedure referred to in paragraphs 17- 24 of these Commitments.  
 
40. Unless removed according to paragraph 38 of these Commitments, the Trustee shall cease to act as 
Trustee only after the Commission has discharged it from its duties after all the Commitments 
with which the Trustee has been entrusted have been implemented. However, the Co mmission 
may at any time require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant remedies might not have been fully and properly implemented.  
 
 
Section F.  The review clause  
 
41. The Commission may extend  the time periods foreseen in the Commitments  in response to a 
request from Schwarz or, in appropriate cases, on its own initiative. Where Schwarz requests an extension of a time period, it shall submit a reasoned request to the Commission no later than on e 
month before the expiry of that period, showing good cause . This request shall be accompanied by 
a report from the Monitoring Trustee, who shall, at the same time send a non -confidential copy of 
the report to the Notifying Party. Only in exceptional circ umstances shall Schwarz be entitled to 
request an extension within the last month of any period.  
 
 
13 42. The Commission may further, in response to a reasoned request from the Notifying Party  showing 
good cause waive, modify or substitute, in exceptional circum stances, one or more of the 
undertakings in these Commitments. This request shall be accompanied by a report from the Monitoring Trustee, who shall, at the same time send a non -confidential copy of the report to the 
Notifying Party. The request shall not h ave the effect of suspending the application of the 
undertaking and, in particular, of suspending the expiry of any time period in which the 
undertaking has to be complied with.  
 Section G.  Entry into force  
 
43. The Commitments shall take effect upon the dat e of adoption of the Decision.  
 
  
……………………………………   
(Signed)  
duly authorised for and on behalf of    
SB PreZero GmbH & CO. KG, PreZero International GmbH, SB Dienstleistung KG   
 
14 SCHEDULE  
 
 
1. The Divestment Business as operated to date has the following legal and 
functional structure:  
 
1) The Divestment Business consists of a sorting facility for light weight packaging waste 
located in Rotterdam.  
2) The Divestment Business is currently part of the Recycling & Recovery Operations of SUEZ in the Netherlands. The Divestment Business sorts light weight packaging waste from the Netherlands, and extracts several different recyclable materials, in 
particular plastic and metal fractions, which are then avai lable for further recycling. 
For approx. […]% of the volumes, the Divestment Business handles the outbound 
contracts, i.e. the further recycling. For the remaining […] %, the customer arranges 
for further recycling and the Divestment Business is only contracted with the sorting 
of  the  LWP. . 
3) […]. 
4) The transfer of the Divestment Business will take place in the form of a transfer of shares, but not of the entity […] . […] includes […] and a large number of […] , i.e. also 
those with no relation to the LWP s orting business in Rotterdam. Therefore, a new 
entity will be established, to which the Divestment Business, including the personnel, the relevant assets, the relevant licenses and permits (to the extent legally possible),  
the lease agreement for the site on which the Divestment Business operates, and the 
relevant contracts will be transferred. This new entity will be sold to the Purchaser. This facilitates the divestment process for the Purchaser and allows a quick 
implementation  
5) Thus, the entity that cur rently holds the […] licences, shall not be transferred as such, 
as the Divestment Business is only a small part of it. The […] licenses cannot be transferred to another entity, because such licenses are granted to the specific requesting legal entity. [Con fidential information on details of the commitment] . 
6) An organisational chart of the Divestment Business including the number of employees is included below.  
[Confidential information on details of the commitment]  
 
7) The Divestment Business is currently operated from an industrial site on which also 
other facilities are operated which are neither part of nor relevant for the 
Divestment Business, as shown in more detail below. For the implementation of the 
Commitments, Schwarz proposes to divest the entire  site on which the Divestment 
Business operates, including other activities not relevant for the Divestment Business and allowing for a lease -back of the other activities by Schwarz (unless the Purchaser 
prefers another solution). This is also explained be low. 
2. In accordance with paragraph 5 of these Commitments, the Divestment Business 
includes, but is not limited to:  
 
15 (a) the following main tangible assets:   
8) The Divestment Business is located at Waalhavenweg 50, Rotterdam, Netherlands. 
The site Waalhavenweg 50 (the “Rotterdam Site”) is owned [Confidential information on details of the commitment] . 
[…] 
 
9) The Divestment Business includes the light weight packagi ng sorting facility (“ LWP 
Sorting Plant ”), which is located in the main building (“ Main Building ”) on the 
Rotterdam Site  (large building in the picture above) including the lease agreement. 
The LWP Sorting Plant consists of (a) a warehouse, (b) sorting mac hinery, (c) 
sprinkler, (d) coalfilter (to reduce odour), (e) compactor, (f) shredder, (g) climate control, (h) workshop .  
10) The LWP sorting equipment / machinery forms the main part of the tangible assets of 
the Divestment Business. The figure gives an illus trative overview of the sorting plant 
process and the relevant machinery.  
 
11) In addition to the equipment owned by the Divestment Business, as outlined above, 
for the operation of the Divestment Business, there is also working equipment leased 
by the Divestment Business, including  […]. 
12) Other facilities and equipment of the Target, which are not part of the Divestment Business / LWP Sorting Plant and are not relevant for the operation or the 
competitive viability of the Divestment Business with a view t o LWP sorting (“ Other 
Business ”) are also located on the Rotterdam Site. This Other Business includes […], 
including […] which is located on the Rotterdam Site  next to the LWP Sorting Plant 
(and separate from the Main Building).  
13) There are limited facilities shared by the Divestment Business and the Other Business at the Rotterdam Site (“ Shared Facilities ”). The Shared Facilities include a  […], which 
is used by both the Divestment Business and the Other Business, […].  
 

 
16  (b) the following main intangible ass ets:  
14) There are no relevant essential intangible assets. There are no intellectual property 
rights used in conducting the Divestment Business. To the extent that the Divestment Business currently operates under a brand name of its current owner and operato r, 
such brand names are not essential for its viability and competitiveness. Any purchaser can operate the Divestment Business under its own brand –  there are no 
relevant competitive advantages associated with the current brand name which 
would not also be  associated with the sorting facility (i.e. the Divestment Business) 
itself.  
(c) the following main licences, permits and authorisations:  
15) The Divestment Business is authorized to sort […] kt of LWP in the LWP Sorting Plant. 
As regards the Other Business, the Target is authorized to […] (which is not relevant for the Divestment Business / LWP Sorting Plant). These authorizations have no 
expiration date.  
16) The Rotterdam Site is licensed to store a maximum of […] kt or […] m3 of all waste 
flows (plastics and no n-plastics) at any time. Storage is licensed either inside, outside, 
in bulk, stored in containers or outside but protected against rain. Licensed storage 
method is dependent on type of waste. […] . 
17) The Rotterdam Site has also a number of […] licenses, for mixed plastic packaging and other materials ([…]). Only the […]  license for mixed plastic packaging is relevant for 
the Divestment Business / LWP Sorting Plant. […]. 
(d) the following main contracts, agreements, leases, commitments and 
understandings:  
18) The Divestment Business has currently […] contracts for the sorting of light weight 
packaging (i.e. the sole business activity of the Divestment Business) (the “ Sorting 
Contracts ”). […] These contracts will be transferred to the Purchaser.  
19) The Divestment Business has a supply contract for the following trading flows:   
[…]. 
[…]. 
[…]. 
20) The Rotterdam Site is subject to […].  
21) There are the following lease contracts for working equipment leased by the Divestment Business: […].  
(e) the following customer, credit and other records:   
22) […]. 
(f) the following Personnel:   
 
17 23) The Personnel includes the staff included in the organisational chart below (approx. 
[…] employees […]).  
[Confidential organisational chart of the Divestment Business]  
24) […]. 
 (g)  the following Key Personnel:  
25) The Key Personnel for the Divestment Business are (i) the "Plant Manager", (ii) the 
"Production Manager", (iii) the "Watch Leaders", and (iv) the  "Head of Maintenance". 
[…], but hired externally by the Divestment Business. […]. The relevant employees will 
be transferred to new entity that will be divested. The identified employees are 100% working for LWP Sorting Plant in Rotterdam. The Head of Maintenance will also be  
transfe rred.  
26) In addition, a “Value Chain Coordinator Plastics” (the “ VCCP ”) is relevant for (but not 
employed by) the Divestment Business, as he organizes the in -bound flow of to be 
sorted material and the outbound flow of sorted material and also handles the 
man agement of commercial contracts. […]. 
 (h)  the arrangements for the supply with the following products or services by 
Schwarz or Affiliated Undertakings for a transitional period of up to […] after 
Closing:    
27) For the Divestment Business to continue to be economically viable and competitive, the following services are required and shall be provided by Schwarz for a transitional 
period after Closing:  
[…] 
[…] 
[…] 
[…] 
 
3. The Divestment Business shall not include:  
28) The Target has also a contract with […]  for the sorting of LWP ( […]). These volumes 
are sorted only in SUEZ's facility in […] . This contract is not part of the Divestment 
Business and the contracted volumes will remain to be sorted in the […] facility 
(which will be retained by SUEZ  post -Transa ction).  
29) As explained, at the Rotterdam Site, besides the Divestment Business, also the Other 
Business is currently operated.  
30) Schwarz proposes the following scenario for the implementation of the divestment 
of the Divestment  Business:  
31) Schwarz divests […], including the Divestment Business, i.e. the LWP Sorting Plant 
including all relevant assets, the Sorting Contracts, and the relevant Personnel, 
[confidential information on the details of the commitment].  
32) In case the Purchaser prefers a scenario [confident ial information on the  details of 
the commitment] .  
 
18 4. If there is any asset or personnel which is not be covered by paragraph 2 of this 
Schedule but which is both used (exclusively or not) in the Divestment Business 
and necessary for the continued viability and competitiveness of the Divestment 
Business, that asset or adequate substitute will be offered to potential purchasers.