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, 7.2.2020  
C(2020 ) 817 final  
PUBLIC VERSION  
 
To the notifying p arties 
Subject : Case M. 9479 – PSA/SAFT/ACC  
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 January 2020 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Peugeot SA 
("PSA"), ultimately controlled by Groupe PSA, and Saft Groupe S.A. ( "Saft"), 
ultimately controlled by Total S.A., will acquire, within the meaning of Article 
3(1)(b) and 3(4) of the Merger Regulation ,3 joint control of a newly created joint 
venture called Automo tive Cells Company ("ACC" or the "JV")  by way of a purchase 
of shares  (PSA and Saft  together are  the "Notifying P arties " or the "P arties "). 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union (“TFEU”) has introduced certain changes, such as the replacement of 
"Community" by "Union" and "common market” by “internal market”. The terminology of the TFEU will 
be used t hroughout 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 18 , 20.1.2020 , p. 21.  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  
(2) PSA  is active globally in the manufacture and supply of passenger cars  (“PCs”) , 
light commercial vehicles  (“LCVs”)  and automotive components for motor vehicles, 
under the brands Peugeot, Citroën, Opel, Vauxhall and DS.  
(3) Saft is active globally in the manufacture and supply of batteries for industrial 
applications , including industrial infrastructure an d transportation systems, smart 
cities and medical devices, energy storage and telecom networks, industrial vehicles 
and defence systems, and satellites and space applications . Saft is solely controlled 
by Total S.A., a multinational integrated oil and gas  company.4 
2. THE OPERATION  
2.1. Structure of the Transaction  
(4) The Parties therefore  intend to create a full -function JV, operating in France and 
Germany, for the development, manufacture and supply of cells and modules at a 
large s cale. The Parties will each hold [share capital of the JV] % of the JV’s equity5 
(the "Transaction").  
(5) The JV  will develop, manufacture and sell cells and modules using Li -ion 
technologies, at a large scale. Cells and modules manufactured by the JV will be 
used for various applications in t he automotive sector (PCs/LCVs, etc.) but also, to a 
minor extent, for other industrial non -automotive applications. The JV will not 
manufacture battery systems.  
2.2. Joint control  
(6) Pursuant to a Term -Sheet signed on [date of the signing of the Term Sheet] , PSA and 
Saft will each hold [share capital of the JV] % of the share capital and voting rights 
of the JV. In addition:  
(a) The management of the JV will be supervised by a board composed of 
[management of the JV] , of which PSA and Saft will each appoint 
[mana gement of the JV] . The chairman of the board of directors will be 
appointed unanimously by the board of directors.  
(b) A number of decisions of the board of directors will require unanimity, 
including [business strategy of the JV] .6 
(7) Therefore, the Commission considers that PSA and Saft will jointly control the JV.  
                                                 
4  For completeness, Total is engaged in every sector of the oil and gas industry, including u pstream 
(hydrocarbon exploration, development and production) and downstream (refining, petrochemicals, 
specialty chemicals, trading and shipping of crude oil and petroleum products and marketing). Total is 
also involved in the renewable energy and power g eneration sectors.  
5  [Share capital of the JV] . 
6  For completeness, according to the Term Sheet signed on [date of the signing of the Term Sheet] , in case 
the Parties disagree on certain matters, the deadlock mechanism will be designed so that " no decisi on of 
one Party will automatically prevail over that of the other Party ".  
 
 
3 2.3. Full-function joint venture  
(8) The JV will have sufficient own staff, financial resources and dedicated management 
for its operation and for the management of its portfolio and business interests.7 
(9) The JV's activities will go beyond its parents' activities. The JV will be a company 
developing, manufacturing and commercializing cells and modules at a large scale, 
i.e. designed for mass production mainly for the automotive  manufacturers .  
(10) With regard to th e JV's relationship with its parents, the JV will have a market 
presence  that goes beyond its parents' activities.  
(a) The first order s of the JV will be placed by PSA to help launch the JV's 
activities. These order s will not cover the JV's total production c apacity so 
that PSA's activities will not freeze the JV's activities.  
(b) The aim of the JV is to sell  most of its production to automotive Ori ginal 
Equipment Manufacturers ("OEMs" ) including , but not limited to , PSA. On 
the contrary, the rest of the significant capacity not sold to the parents  will be 
used to address  the needs of  other OEMs. Other automotive OEMs will 
therefore be able to purchase cells and modules from the JV.  
(c) The JV will conduct its commercial relation ships with its clients on its own . 
It will participat e in Requests for Information ("RFI")/Requests for Quotation 
("RFQ ") launched by OEMs at worldwide level.  
(d) Saft will also be able to purchase cells/modules manufactured by the JV f or 
non-automotive applic ations. However, this will in any case not represent 
more than [quantities produced and sold] % of the total capacity of the JV.8  
(e) The various contracts with the parents and third parties will take place at 
market price and at arm's length conditions with a ll clients.9 
(11) The Parties intend the JV to operate on a lasting basis  (99 years) .  
3. EU DIMENSION  
(12) PSA and Saft  have a combined aggregate world -wide turnover of more than 
EUR  5 000 million .10 Each of has an EU -wide turnover in excess of EUR 250 
                                                 
7  Form CO, paragraphs 51, 55 and 81:  
Staff  - the total number of staff (including the Management Committee and employees) is expected to be 
[number of staff in 2020 and 2023]  when  the JV starts commercializing its cells and modules, and up to 
around [number of staff in 2030] .  
Assets  - the JV will have, among others, one testing line and have two industrial plants with all equipment 
for the development, manufacture and supply of cells and modules for a total capacity of [production 
capacity of the JV] .  
Finance  - PSA and Saft have com mitted to finance in equity an amount [financial information]  in total in 
line with their respective shares in the JV.  
8  In addition, there is no exclusivity to the benefit of Saft.  
9  As explained in the Parties internal documents, the "[cost structure a nd supply sources] ", see Annex 5 -1 of 
the Form CO, page 18.  
10  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
 
4 million, but they do not achieve more than two -thirds of their aggregate EU -wide 
turnover within one and the same Member State. The Transaction  therefore has an 
EU dimension.   
4. COMPETITIVE ANALYSIS  
4.1. Market definition  
4.1.1.  Product market definition  
4.1.1.1.  The manufacture  and supply of batteries, cells and modules  
(13) In previous decisions,11 the Commission has distinguished between "primary " (also 
known as disposable) and " secondary " (also known as rechargeable) batteries. 
Within rechargeable batteries, the Commission has prev iously differentiated the 
market into three separate product markets:12 (i) portable batteries; (ii) heavy -duty 
industrial batteries; and (iii) automotive batteries.  
(14) The Commission has previously stated that batteries could be supplied either as 
(i) modules (consisting of a number of cells) or (ii) integrated into a battery pack (or 
system). The Commission ultimately  left open the question of the existence of a 
distinct product market for each of cells and modules  separately .13 
(15) The Commission has also previously indicated that for automotive batteries, a 
distinction could be drawn between Li -ion and NiMH batteries. This possible 
distinction was however also left open.14  
(16) The Notifying Parties argue that since the Commission last examined this market 
over ten years ago, technology has evolved and almost all cells and modules 
manufacturers for the automotive industry now use Li -ion technology. The Notifying 
Parties argue that  NiMH is now a marginal technology, and forecast that Li -ion cells 
will continue to  constitute the technology of choice for the next decade.15 
(17) It should be noted that t he JV will only be active in the manufacture and supply of 
battery cells and modules (excluding battery systems) using Li -ion technology.  
(18) The Commission therefore analysed  the market for the manufacture and supply of 
battery cells and modules (excluding battery systems) using Li -ion technology  as the 
narrowest plausible product market.  
(19) In any case, as the activities of any of the Parties in the market for the manufacture 
and supply of batteries, cells and modules under any plausible product market 
definition  or sub -segment (between modules versus integrated battery packs, Li -ion 
                                                 
11  M.8988 - Energizer/Spectrum Brands (battery and portable lighting business) ; M.8425 - Safran/Zodiac 
Aerospace ; M.76 55 - Berkshire Hathaway/the Duracell Business ; M.5421 - Panasonic/Sanyo ; M.5227 - 
Robert Bosch/Samsung/JV ; M.2705 - Enersys/Invensys ; M.836 - Gillette/Duracell . 
12  M.5421 - Panasonic/Sanyo , paragraph 12.  
13  M.5421 - Panasonic/Sanyo , paragraph 116.  
14  M.5421 - Panasonic/Sanyo , paragraph 116.  
15  The Parties refer to the Final Report of the European Battery Cell R&I Workshop, 12 February 2018, 
page  3. 
 
 
5 versus MiMH batteries) will remain below 2 0%, the Commission considers that the 
question of the exact product mar ket definition can be left open . 
4.1.1.2.  The manufacture and supply of PCs and LCVs  
(20) In previous decisions,16 the Commission has considered separate markets for the 
manufacture and supply of PCs on the one hand, and of LCVs  on the other hand.   
(21) For PCs, the Commission has defined separate product markets for (i) mini cars, (ii) 
small cars, (iii) medium cars (iv) large cars, (v) executive cars, (vi) luxury cars (vii) 
sport cars, (viii) sport utility vehicles ("SUVs") and (ix) multipurpose vehicles.17 
(22) The Commission has previously considered the further sub -segmentation of the SUV 
segment into (i) small, (ii) medium and (iii) large SUVs but ultimately left the 
question open.18  
(23) For LCVs, the Commission has considered but ultimately left open whether to 
further sub -segment LCVs into vehicles (i) up to 3.5 tons and (ii) between 3.5 -6 
tons.19 
(24) The Commission also ultimately left open whether pick -up trucks can be considered 
PCs given that they can be purchased for private use and can transport both goods 
and pe ople.20 
(25) Furthermore, the Commission has left open whether each vehicle segment should be 
further segmented between vehicles with combustion engines and EVs. Within EVs, 
a possible further segmentation exists on the basis of technology, between electric 
battery vehicles and hybrid vehicles.21 
(26) The Notifying Parties do not conte st the above market definitions . 
(27) The Commission considers the exact market definition for the downstream market 
for the manufacture and supply of PCs and LCVs and its potential sub-segments 
(between different types of SUVs, between the weight categories of LCVs, as 
including or excluding pickup trucks, EVs and its further segmentation by 
technology)  can be left open . 
(28) The Transaction will be assessed  on all narrowest plausible market definition s 
leading to a vertically affected  market : 
(a) Upstream: the market for the manufacture and supply of batteries, cells and 
modules and the plausible  sub-segment s (between modules versus integrated 
battery packs, Li -ion versus MiMH batteries) . As explained in paragraph 
(18), the Parties have a share of less than 20% on any potential sub -segments, 
                                                 
16  M.8449 Peugeot/Opel  paragraph 6; M.1519 Renault/Nissan ; M.2832 - General Motors/Daewoo ; M.5219 - 
VWAG/ OFH/VWGI ; M.5518 - Fiat/Chrysler . 
17  M.8449 - Peugeot/Opel,  paragraphs 7 -16. 
18  M.8099 - Nissan/Mitsubishi , paragraph 13; M.8449 - Peugeot/Opel , paragraph 12.  
19  M.8449 - Peugeot/Opel,  paragraphs 7 -16. 
20  M.8449 - Peugeot/Opel,  paragraphs 7 -16. 
21  M.8449 - Peugeot/Opel,  paragraphs 7 -16. 
 
 
6 the analysis will therefore be conducted on the narrowest pl ausible market for 
the manufacture and supply of battery cells and modules (excluding battery 
systems) using Li -ion technology.  
(b) Downstream: the market for the manufacture and supply of PCs and LCVs, 
split between PCs and LCVs and by type of cars as well as  its potential sub -
segments (between different types of SU Vs, between the weight categories of 
LCVs, as including or excluding pickup trucks, EVs and its further 
segmentation by technology) . 
4.1.2.  Geographic market definition  
4.1.2.1.  The manufacture and supply of batter ies, cells and modules  
(29) In previous decisions,22 the Commission has left open whether the market for  
automotive batteries is EEA -wide or global.  
(30) The Notifying Parties argue that the markets should be assessed at a worldwide 
level.  
(31) In any case, as the activities of any of the Parties in the market for the manufacture 
and supply of batteries, cells and modules under any plausible product  (as listed in 
paragraph (19)) and geographic  market definition  or sub-segment (between EEA and 
worldwide) will remain below 2 0%, the Commission considers that the question of 
the exact mar ket definition can be left open  
4.1.2.2.  The manufacture and supply of PCs and LCVs  
(32) In previous decisions,23 the Commission has considered that the market for the 
manufacture and supply of PCs and LCVs could be national or EEA -wide in scope.   
(33) The Notifying Parties does not cont est the above market definition . 
(34) In any case, the Transaction will be assessed on all plausible geographic market s (in 
the different M ember States) leading to a vertically affected market. The exact 
geographic  market definition can, in any case, be left open  between national and 
EEA -wide as the Transaction will not give rise to serious doubts as to its 
compatibility with the internal market . 
4.2. Competitive assessment  
4.2.1.  Introduction  
(35) Demand for electric vehicles ("EVs") has been growing over recent years and 
consequently demand for cells and modu les will continue growing. Currently, almost 
all cells and modules for EVs are manufactured by Asia -based suppliers.  
                                                 
22  M.5421 - Panasonic/Sanyo , paragraphs 117 -118. In particular, the Commission considered that the 
following characteristics as pointing towards a global market: (i) batteries are manufactured outside the 
EEA, mainly  in Asia (ii) there are no major differences in customers' requirements between the EEA, the 
USA and Asia (iii) manufacturers tended to have a global pricing strategy and (iv) many OEMs source 
globally. The exact geographic market definition was ultimately  left open.  
23  M.8449 - Peugeot/Opel , paragraph 32.  
 
 
7 (36) PSA is an automotive OEM active in particular in the manufacture of PCs and 
LCVs . PSA does not manufacture cells and modules for automotiv e batteries but 
purchases these products from external suppliers to incorporate them into batteries, 
themselves incorporated into the EVs manufactured by PSA. PSA does not sell 
batteries to third parties; its production of batteries is entirely for in -hous e purpo ses. 
(37) Saft is the only company within Total active in the battery business. Saft 
manufactures batteries for industrial applications, including industrial infrastructure 
and transportation systems, smart cities and medical devices, energy storage and 
telecom networks, industrial vehicles and defence systems, and satellites and space 
applications . Saft does not manufacture batteries for the automotive industry.24 
(38) The JV will manufacture cells and modules (but not battery systems) for the 
automotive industry. The JV will also manufacture cells and modules for non -
automotive applications ( industrial applications). However, these activities will 
represent less than [quantities produced and sold] % of the total  capacity/turnover of 
the JV . 
(39) The Transaction will not give rise to any horizontally affected markets.25 
(40) The Transaction gives rise to certain vertical links that are not affected26 and to a 
number of vertically affected markets between:  
(a) Upstream: the manuf acture and supply of Li -ion battery cells and modules 
for the automotive sector in the EEA (JV's activities),  and  
(b) Downstream: the manufacture and supply of PCs and LCVs, segmented by 
type of car, in Belgium, Croatia, Denmark, Estonia, France, Greece, Latvia, 
Malta, the Netherland, Portugal, Slovakia, Slovenia, and Spain and the UK  
(PSA's activities) . 
                                                 
24  Form CO, paragraph 104: this is with the exception of a recent JV between Saft and Tianneng Energy 
Technology with a focus on the development, manufacture and supply of Li -ion cells, modules and batter y 
systems in the PRC and abroad. [Sales policy and strategy] . However, even once attributed to Saft, this 
activity does not lead to affected markets  (as confirmed by the Parties, Form CO, paragraphs 104 -107). 
This will therefore not be further discussed.  
25  See footnote 21. Also, any potential horizontal overlap between the JV's and Saft activities for non -
automotive batteries does not give rise to affected markets. The Parties estimate their combined share to 
be below 5% under any plausible market definiti on (See Form CO, paragraphs 146 -149).  
26  First, the activities of Saft and ACC would give rise to a vertical relationship between (i) ACC as a 
supplier of battery cells and modules (excluding battery systems) for industrial uses at the upstream level 
and ( ii) Saft as a manufacturer of battery systems for industrial use at the downstream level. This would 
not give rise to any affected market on any plausible market definition. Second, the activities of Total and 
ACC would also give rise to a vertical relatio nship between (i) ACC as a supplier of battery cells and 
modules (excluding battery systems) for industrial uses at the upstream level, and (ii) Total as a producer 
of integrated solar energy systems at the downstream level. This would not give to any affe cted market on 
any plausible market definition. Third, there is an overlap not leading to an affected market between (i) 
ACC as a supplier of battery cells and modules (excluding battery systems), and (ii) PSA's activities under 
any plausible segmentation of the EVs (excluding combustion vehicles) market.  
 
 
8 4.2.2.  Vertical relationship with regard to the supply of battery cells and modules to 
vehicle manufacturers  
(41) The Transaction gives rise to a vertical relationshi p between (i) the JV’s upstream 
activity in the manufacture and supply of Li -ion battery cells and modules 
(excluding battery systems) for the automotive sector in the EEA and (ii) PSA’s 
downstream activit ies in the manufacture and supply of PCs and LCVs.  
4.2.2.1.  Market characteristics  
(42) First, the JV's (foreseen) activities upstream are very limited compared to its 
competitors.  
(43) The JV is only expected to start commercializing its automotive cells and modules in 
2023. The market share of the JV is expected to amount to [0-5]% in 2023 at 
worldwide level and [5-10]% in 2025 at EEA -level. The JV’s total production 
capacity of cells a nd modules for automotive applications will be approx. 
[production capacity]  GWh in 2025 and [production capacity]  GWh/year at its 
maximum. The total production capacity on the global market is expected to  reach 
797.2 GWh  in 2023  and to reach 225 GWh  at the EEA level  in 2025.27 
(44) Second , on the downstream market for the manufacture and supply of EVs, PSA 
does not have shares above 30% on any potential sub -segments. However, the 
upstream product sold by the JV will only serve as an input in EVs  and not 
combusti on vehicles . Therefore, even looking at PSA's market shares on a potential 
downstream market that combined electric and combustion vehicles, it should be 
noted that the input sold by the JV only constitutes an input for a very limited part of 
the market . 
(45) The Notifying Parties highlight that electric vehicles make up a limited portion of 
PSA’s vehicle sales: only [percentage of sales] % of total sales. I n the EEA,  the 
proportion was [percentage of sales] %. Moreover, PSA’s share in the electric vehicle 
segment s (the only segments of the overall market for which PSA will purchase 
battery cells and modules) was only [0-5]% in the EEA for battery electric vehicles 
as a whole, and less than [0-5]% for hybrid electric vehicles. Even consider ing 
electric vehicles seg mented by type of car, no market would be affected.28  
(46) On the markets for  the manufacture and supply of PCs and LCVs at both EEA and 
national level  (combining electric and combustion vehicles) , PSA had a market share 
above 30% in the following possible markets for manufacture and supply of vehicles 
in 2018: mini cars in the Netherlands ( [30-40]%); small cars in Denmark ( [30-40]%) 
and France ( [30-40]%); SUVs in France ( [30-40]%);29 multipurpose vehicles in 
Croatia ( [30-40]%), Estonia ( [30-40]%), France ( [30-40]%), Greece ( [30-40]%), 
Slovakia ( [30-40]%), and Spain ( [30-40]%); LCVs below 3.5 tons in Croatia ( [30-
                                                 
27  Form CO, paragraphs 164 -167.  
28  PSA also confirmed that it would not hold market shares of 30% or above on any possible sub -
segmentation of the markets for electric cars, whatever the geographical dime nsion retained.  
29  On a narrower possible market for small SUVs, PSA had market shares above 30% in Belgium ( [30-
40]%), Denmark ( [30-40]%), France ( [30-40]%), Latvia ( [30-40]%), Netherlands ( [30-40]%), Portugal 
([30-40]%), Slovenia ( [30-40]%), Spain ( [30-40]%) and the UK ( [30-40]%). On a possible market for 
medium SUVs, PSA had a market share of [30-40]% in France.  
 
 
9 40]%), Estonia ( [30-40]%), France ( [30-40]%), Malta ( [30-40]%), Portugal ( [30-
40]%), and Slovakia ( [30-40]%); and the overall PCs in France ( [30-40]%).30 
(47) Therefore, although the Transaction would technically give rise to vertically affected 
markets because of PSA’s strong position in the manufacture and supply of PCs and 
LCVs, this is largely due to its sales of combustion engine vehicles to which the J V’s 
battery cells and modules are not an input.  
4.2.2.2.  No input foreclosure  
(48) Input foreclosure arises where, post -merger, the new entity would be likely to restrict 
access to the products that it would have otherwise supplied absent the merger, 
thereby raising its downstream rival's costs by making it harder for them to obtain 
supp lies of the input under similar prices and conditions as absent the merger.  
(49) First, as the JV is newly created, its production will add new input to the upstream 
market and this  will be newly accessible as a consequence of the Transaction. 
Therefore , the T ransaction provides a new source of supply on the market rather than 
foreclosing access to inputs.  
(50) Second , the Commission' s guidelines on the assessment of non -horizontal mergers  
state that "[w]here a merged entity would have a market share just above the 30% 
threshold on one market but substantially below on other, related, markets 
competition concerns will be less likely ".31  
(51) This appears to be the case, as PSA has market shares slightly above 30% on certain 
markets for the sale of PCs and LCVs, but is not  active  on the related input market 
for modules and cells of batteries  while  the JV is initially expected to have very low 
market shares  on the input market  ([0-5]% in 2023 at worldwide level and [5-10]% 
in 2025 at EEA -level).  
(52) Third , since the JV’s cells and modules will only be an input for electric vehicles, 
vertical effects could only arise on the possible markets for electric vehicles (on 
which PSA’s shares are very low) or on the electric segment of a combined market 
for combustion and electric vehicl es (which forms a small proportion of PSA’s sales 
of PCs and LCVs). Moreover, the JV would also have market shares significantly 
below 30% on its related upstream market.  
(53) Fourth , any attempt to restrict access to the JV's input would not be recouped on the  
downstream market. This is mostly due to the fact that even when the JV will have 
reached its full capacity production, it will still only amount to a small part of the 
market and important competitors (e.g. LG Chem, Panasonic, Samsung SDI, BYD, 
Bolloré S A, Nissan, etc.) would constitute alternative sources of supply for other 
automotive OEMs.  
                                                 
30  As PSA does not commercialise LCVs between 3.5 and 6 tons, its shares on a possible broader market 
would be no higher than those one a m arket for LCVs between 3.5 and 6 tons.  
31  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Non -Horizontal Guidelines"), OJ C 265, 18.10.2008, p. 6 - 25, 
paragraph 25,  footnote 3.  
 
 
10 (54) Finally , respondents  to the market investigation largely consider the impact of the 
Transaction to be neutral.  
(55) Therefore, the Commission considers that t he JV will not have the  ability  or 
incentive to exclude competitors of PSA from access to cells and modules for 
automotive applications.  
4.2.2.3.  No customer foreclosure  
(56) Customer foreclosure may occur when a supplier integrates with an important 
customer in the downstream mark et. Because of this downstream presence, the 
merged entity may foreclose access to a sufficient customer base to its actual or 
potential rivals in the upstream market (the input mar ket) and reduce their ability or  
incentive to compete.  
(57) First, PSA does not represent an important customer on the downstream market. 
PSA’s demand for Li -ion cells and modules for automotive applications forms only a 
very small part of the market. PSA has very low market shares in the EEA ( [0-5]% 
for battery electric vehicles, and [0-5]% for hybrid electric vehicles) and these 
market shares are expected to remain largely below 30% in 2025). PSA will thus 
have no ability to foreclose the competitors of the JV by limiting their output.  
(58) Second, ther e are strong competitors on the downstream market, where multiple 
other OEMs are potential customers for the JV and its competitors. This includes 
Fiat, Volkswagen, Hyundai, Toyota, Renault -Nissan, Daimler, Ford and others, 
whose growing demand will meet t he offer of the upstream undertakings competing 
with the JV.  
(59) Third, given the JV’s very low market shares on the upstream market, PSA has no 
incentive to exclude the JV’s competitors.  
(60) Fourth, the Parties will also not have the incentives to foreclose acce ss to PSA as a 
customer. Indeed, it is foreseen so far that PSA will continue acquiring modules and 
sells from other suppliers in order not to be locked with a single supplier.32 
(61) Finally, respondents to the market investigation largely consider the impact of the 
Transaction to be neutral.  
(62) Therefore, the Commission considers that t he Parties  will not have the  ability or 
incentive to exclude competitors of the JV  from access to PSA as a customer.  
 
 
 
 
 
                                                 
32  Form CO, paragraph 175.  
 
 
11 5. CONCLUSION  
(63) For the above reasons, the European Commiss ion has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President