EUROPEAN COMMISSION  
DG Competition  
 
 
 
 Case M.9059 - CVC / MESSER GROUP / DIVESTMENT 
BUSINESS  
 
 
 
 
Only the English text is available and authentic.  
 
 
 
REGULATION (E C) No 139/2004  
MERGER PROCEDURE  
 
 
 
Article 6(1)(b) NON -OPPOSITION  
Date: 19/10/2018  
 
 
 
 
 
 
 
 
In electronic form on the EUR -Lex website under 
document number 32018M9059  

 
 
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  
 
 
 
 
 
Brussel s, 19.10.2018  
C(2018 ) 7010 final  
 
 
To the notifying parties:  
 
Subject : Case M. 9059 - CVC / Messer Group / Divestment Business  
Commission decision pursuant to Article 6(1)(b) of Council 
Regulation No  139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam,  
(1) On 14 September 2018 , the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
CVC Capital Partners SICAV -FIS S.A.  ("CVC") (of Luxembourg) and Messer 
Group GmbH  ("Messer") (of Germany) would acquire joint control of the 
Divestment Business, by way of purchase of shares  (the "Transaction").3 The 
Divestment Business consists of industrial gas assets and businesses of Praxair, 
Inc. ("Praxair") and Linde AG ("Linde") in North and South America, as well as 
global helium sourcing contracts of Linde and Praxair and related assets . CVC 
and Messer  are designated hereinafter as the "Notifying Parties" and, together with 
the Divestment Business , the "Parties ". 
1. THE PARTIES  
(2) Messer is a supplier of gases used in a variety of industries (including the steel, 
chemical, healthcare, food, and electronics industries). Messer is based in 
Germany and mainly active in Europe and Asia.  
(3) CVC is a private equity and investment advisory firm  based in Luxembourg . 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation "). With effect from 1 December 2009,  the Treaty 
on the Functioning of the European Union ( "TFEU ") has introduced certain changes, such as the 
replacement of 'Community' by 'Union' and 'common market' by 'internal market'. The terminology 
of the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the "EEA Agreement "). 
3  Publication in the Official Journal of the European Union No C 3 35, 20.9.2018 , p. 23. In the published version of this decision, some 
information has been omitted pursuant to Article 
17(2) of Council Regulation (EC) No 139/2004  
concerning non -disclosure of business secrets and 
other confidential information. The omissions are 
shown thus […]. Where possible the information 
omitted has been replaced by ranges of figures or a 
general description.  PUBLIC VERSION  
 
2 (4) The Divestment Business  (the "Target") consists of industrial gas assets and 
businesses of Praxair and Linde in North and South America, as well as global 
helium sourcing contracts to which L inde or Praxair are a party and related assets . 
These assets are divested in the context of the proposed merger between Praxair 
and Linde . In particular, the helium sourcing contracts and related assets included 
in the Divestment Business are divested as part of the commitments submitted to 
the Commission in Case M.8480 – Praxair/Linde.4  
2. THE OPERATION  
(5) The Transaction consists of the acquisition of 100% of the shares in each of the 
companies that together constitute the Divestment Business by Messer and CVC  
through a newl y-created company , Messer Industries GmbH ("Messer 
Industries").5 Post-Transaction, CVC and Messer will respectively (indirectly) 
hold […]% and […]%  of the shares in Messer Industries.6 Pursuant to the agreed 
Term Sheet, the shareholders  will jointly develop a common roadmap on how 
Messer Industries will be operated, defining  key strategic matters for Messer 
Industries , including the corporate strategy, the business plan and the 
management structure. Moreover, [description of the governance s tructure in 
relation to  the adoption of strategic decisions].7 It follows that, post -Transaction, 
Messer and CVC will exercise joint control over the Divestment Business.  
(6) The Transaction therefore constitutes a concentration within the meaning of  
Article 3 (1)(b) of the Merger Regulation.  
3. EU DIMENSION  
(7) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million8 (CVC: EUR […] million; Messer: […] million; 
Divestment Business: EUR 1  485 million ). Two of them have an EU -wide 
turnover in excess of EUR 250 million (CVC: EUR […] million; Messer: EUR 
[…] million). The undertakings concerned do not achieve more than two -thirds of 
their aggregate EU -wide turnover within one and the same Member State.  
                                                 
4  See the Commitments annexed to the Commission decision of 20 August 2018 in case M.8480 – 
Praxair/Linde . The Commitments provide for the divestment of (i) Praxair's entire gas busine ss in 
the EEA (excluding its stake in SIAD), (ii) Praxair's controlling shareholding in SIAD to the joint 
venture partner Flow Fin S.p.A. (of Italy), and (iii) helium sourcing contracts  and related assets to 
one or more buyers to be agreed with competition  authorities other than the European Commission 
(in particular the US Federal Trade Commission and the Chinese State Administration for Market 
Regulation) (the "Helium Sourcing Commitments"). The helium sourcing contracts and related 
assets included in the  Divestment Business constitute the lion share  of the Helium Sourcing 
Commitments.   
5  On 16 July 2018, Messer Industries entered into a sale and purchase agreement with Linde and 
Praxair, pursuant to which it agreed to acquire 100% of the shares in each o f the companies that 
together constitute the Divestment Business. In addition, following further discussions with 
regulatory authorities in relation to the merger between  Linde  and Praxair, the above sale and 
purchase agreement was subsequently amended on 22 September 2018 to include additional assets 
in the Divestment Business.  
6  Messer will contribute to Messer Industries some assets including notably its Western European 
operations. Based on the signed agreements, Messer’s operations in Asia, Central an d Eastern 
Europe will not be transferred ( […]) to Messer Industries.  
7  [Detailed information on the governance structure].  
8  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
3 (8) The notified operation therefore has an EU dimension  pursuant to Article 1(2) of 
the Merger Regulation . 
4. RELEVANT MARKETS  
(9) Given the different geographic footprint of Messer and the Divestment Business,9 
the overlaps between the Parties' activities are very limited and only concern the 
supply of helium.  
4.1. Product Market s 
(10) Helium  is a scarce and high value product, with a very specific sourcing modality. 
It is a by -product of natural gas extract ion from a very limited number of sources 
worldwide, located in the US, Qatar, Algeria, Poland, Russia, Canada, and 
Australia. Helium producers are, consequently, natural gas producers, which are 
typically not active in the commercialisation of helium but rat her enter into long -
term contracts or joint -ventures with integrated gas companies (such as Messer ) 
that bring helium to the market. Helium is used in a wide range of industries, 
including the medical, research, diving, automotive, electronics, balloon and  
aerospace industries.  
(11) Helium is sourced globally and then supplied at wholesale and retail levels :  
i. at wholesale level , helium is transported worldwide, from the production 
site to transfill centres located in the areas of consumption, in liquid form in 
special low temperature containers ("cryogenic portable tanks") ;  
ii. at retail level , the supply of helium to end -customers is made from transfill 
centres by retailers that are either (i) vertically integrated with wholesalers 
or (ii) independent players whic h buy helium on the wholesale market. At a 
transfill centre, helium is removed from the cryogenic portable tanks and 
transferred into smaller containers called cryogenic dewars for deliveries of 
liquid helium to end -customers, or into high -pressure cylinde rs or tube 
trailers for supplies of helium in compressed gaseous form. At retail level, 
helium may also, to a much more limited extent, be delivered in cryogenic 
portable tanks to end -customers.  
(12) In previous decisions10, the Commission found that the wholes ale and retail 
supply of helium  constitute distinct product markets . The Commission considered 
that the market for the wholesale supply of helium also included the sourcing of 
helium . At retail level, the Commission envisaged to further segment the market 
depending on the modes of supply  (cryogenic portable tanks, tube trailers, 
dewars, and cylinders) and also considered the existence of a distinct retail market 
                                                 
9  The activities of CVC (and its portfolio companies) do not horizontally overlap with the activities of 
Messer and the Divestment Business. There may be  potential vertical links between Messer's 
activities in the supply of medical gases in the EEA and the a ctivities of two portfolio companies of 
CVC (namely […]), which are private hospital operators. However, any such relationships would 
only have a marginal nature (i.e. with market shares well below 30%) and, thus, would  not give rise 
to vertically affected  markets.   
10 Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde , Commission's decision 
of 6 June 2006 in Case M.4141 – Linde/BOC , and Commission's decision of 28 November 2007 in 
Case M.4823 – Yara/Praxair/JV . 
 
4 for the supply of high purity helium (that is to say helium with a purity grade of 
6.0 and above11), but ultimately left open the exact scope of the market in this 
respect .  
(13) The Notifying Parties agree with the previous assessment of the Commission,  
which is also in line with the results of the in -depth investigation recently carried 
out by the Commission in case M.8480 – Praxair/Linde .12 
(14) In light of the above, and given that the Transaction does not give rise to 
competition concerns under any plausibl e market definition s, the Commission 
considers that, for the purposes of the assessment of this case, there is no reason 
to depart from the product market definitions retained in previous decisions  as 
regards the helium wholesale market and that the exact scope of the helium retail 
market can be left open.  
4.2. Geographic Market s  
(15) The in -depth investigation recently carried out by the Commission in case 
M.8480 – Praxair/Linde has large ly confirmed the  geographic market defin itions 
retained in previous decisions  as regards the supply of helium .13 The latter are not 
contested by the Notifying Parties and can be summarized as follows:  
i. national  scope for the retail supply of helium (with the exception of the 
retail supply of helium in cryogenic portable tanks );  
ii. global  scope for the wholesale supply of helium , as well as for the potential 
market for the retail supply of helium in cryogenic portable tanks .  
(16) In light of the above, the Commission considers that, for the purposes of the 
assessment of the Transaction , there is no reason to depart from the geographic 
market definitions retained in previous decisions.  
5. COMPETITIVE ASSESSMEN T 
(17) As previously indicated, the overlaps between the activities of the Parties are very 
limited. Based on the Parties' estimates, the Transaction only gives rise to the 
following vertically affected markets:  
i. the (upstream) market for the wholesale supply of helium at global level; and  
ii. the (downstream) market for the retail supply of helium in Latvia (and 
potential sub -markets).  
(18) The above markets have recently been reviewed by the Commission in case 
M.8480 – Praxair/Linde .14 Consequently, the assessment of the  impact of the 
                                                 
11 In the gas industry, pur ity is expressed by two digits separated by a dot to express the percentage of 
the relevant gas in the product. The first digit indicates the number of 9s, the second the digit after 
the 9s. Purity 6.0 means 99.9999%; purity 3.5 means 99.95%.  
12  Commission 's decision of 20 August 2018 in case M.8480 – Praxair/Linde . 
13 Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde ,  Commission's decision 
of 6 June 2006 in Case M.4141 – Linde/BOC , and Commission's decision of 28 November 2007 in 
Case  M.4823 – Yara/Praxair/JV . 
14  Commission's decision of 20 August 2018 in case M.8480 – Praxair/Linde.  
 
5 Transaction in the  affected markets will take into account the results of the in -
depth investigation carried out by the Commission in that case . 
(19) Upstream, at wholesale level, the Parties ha ve a moderate combined sales market 
share ( [10-20]% in 2017 ) and net capacity share ( [10-20]% in 2017 ), well below 
the 30% threshold .15 The Parties also  face a number of  competitors with higher 
sales /capacity shares (such as Linde/Praxair, Air Products, and Air Liquide).  
Moreover, the Divestment Business do es not currently make any sales of helium 
in the EEA.   
(20) Downstream, among the Parties, only Messer is active at retail level in the EEA. 
Its market share exceeds 30% only in Latvia ( [30-40]% on the overall helium 
retail market  in 2017 ).16 Post-Transaction, the merged entity will face several 
actual and potential competitors on that market (including vertically integrated 
players with direct access to helium sources), such as the market leader, Linde 
([50-60]%). While Messer's market share in Latvia is above the 30% threshold, it 
mainly reflects  the small size of the market(s) concerned (e.g. Messer's sales were 
below […] in 2017). Moreover, pre -Transaction, Messer is already vertically 
integrated to a large e xtent, sourcing most of its demand directly from helium 
producers, rather than on the wholesale market.  
(21) The Commission considers that the Transaction is unlikely to  result in  any risk s 
of input or customer foreclosure. In particular, neither of the Parties  appears to 
hold a sufficiently high degree of market power at upstream or downstream level. 
On the one hand , the existence of credible alternative upstream  (wholesale)  
suppliers will limit the ability of the Parties to foreclose access to helium to 
downst ream rivals  and thus make any input foreclosure unlikely . On the other 
hand , the Transaction does not bring any meaningful change on the downstream 
retail markets since Messer is already vertically integrated pre -Transaction . 
Therefore , customer foreclosur e is also unlikely to arise as a result of the 
Transaction.  
(22) In light of the above, the Commission concludes that the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market in 
relation to the vertical link between the global supply of helium at wholesale level 
(upstream) and the supply of helium at retail level in Latvia (downstream).  
6. CONCLUSION  
(23) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with 
the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of 
the Merger Regulation and Article 57 of the EEA Agreement.  
(24) This decision is without prejudice to the Commission's approval of CVC and 
Messer  as suitable purchasers of the helium sourcing contracts  and related assets 
                                                 
15  The Divestment Business ' sales market share and net capacity share are based on the set of helium 
sourcing contracts and related assets to be transferred pursuant to the  sale and purchase agreement 
dated 16 July 2018 , subsequently amended on 22 September 2018.  
16  To the best of the Parties' knowledge, the market shares of Messer on any potential retail sub-
markets  (depending on the purity level and mode of supply)  in Latvia would not vary significantly.   
 
6 included in  the Divestment Business , which are divested as part of the 
commitments submitted in case M.8480 – Praxair/Linde , and of the 
Commission's assessment of whether  the terms of the divestiture are consistent 
with the Commission's decision and the commitments in that case.  
For the Commission  
(Signed)  
Margrethe VESTAGER  
Member of the Commission