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, 18.3.2022  
C(2022) 1793 final  
 PUBLIC VERSION 
 
The Carlyle Group, Inc.  
1 St James’s Market  
London SW1Y 4AH  
United Kingdom  
Subject : Case M.10603 – CARLYLE / ALTADIA  
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 February 2022,  the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which The Carlyle 
Group, Inc. (“Carlyle”, USA) propose s to acquire  within the meaning of 
Article  3(1)(b) of the Merger Regulation L SFX Flavum Topco, S.L. (“Altadia”, 
Spain) (the “ Transaction”).3 Carlyle  is designated hereinafter as the “Notifying 
Party” and, together with Altadia , the “Parties” . 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “ Merger Regulation ”). With effect from 1 December 2009, the Treaty on the 
Functioning of the European Union ( “TFEU ”) has introduced certain changes, such as the replacement of  
“Community ” by “ Union”  and “ common market ” by “ internal market ”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).  
3  Publication in the Official Journal of the European Union No C 087, 23.2.2022, p. 15.  
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information omitted has been replaced by ranges of figures or a general description.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) Carlyle is a global alternative asset manager, which manages funds investing 
globally across three investment disciplines: (i) Global Private Equity (including 
corporate private equity, real estate and natural resources funds); (ii) Global Credit (including liquid credit, illiquid credit and real assets credit); and (iii) Investment 
Solutions (private equity fund of funds program, which include primary fund, 
secondary and related co-investment activities). Carlyle is listed on the NASDAQ.  
(3) Altadia is controlled by Lone Star Funds (US) and is engaged in the development, 
production and marketing of ceramic tile intermediates that are used in the 
construction trade (i.e., in floors, walls and countertops) and not for other types of 
ceramic products (e.g., porcelain dinnerware or other items). Altadia is 
headquartered in Spain and has 19 manufacturing sites and 12 compounding plants. 
2. T
HE CONCENTRATION  
(4) The Transaction concerns an acquisition of sole control , within the meaning of 
Article 3(1)(b) of the Merger Regulation,  by Carlyle over Altadia . Pursuant to a 
share purchase agreement, dated  17 December 2021, Carlyle will acquire , […], sole 
control over Altadia  by way of purchase of shares  from Lone Star Funds .  
3. UNION  DIMENSION  
(5) The undertakings concerned have a combined aggregate world wide turnover of more 
than EUR 5 000 million in 2020 (Carlyle: EUR […]; Altadia: EUR […])4. Each of 
them has a  Union-wide turnover in excess of EUR 250 million in 2020 (Carlyle: 
EUR […]; Altadia: EUR […]), but they do not achieve more than two-thirds of their 
aggregate Union-wide turnover within one and the same Member State. The 
Transaction therefore has a U nion dimension.  
4. RELEVANT MARKETS  
(6) The Transaction gives rise to vertical overlaps between the activities of Altadia and 
one of Carlyle’s portfolio companies – Traxys.  
(7) Traxys is a physical commodity trade r and merchant of non-ferrous metals, ferro-
alloys, minerals, industrial raw materials, and uranium. Certain of those commodities 
are inputs to Altadia’s ceramic tile intermediates, namely frits and glazes, glaze 
stains, digital inks, and body stains . 
(8) More  specifically, the relevant vertical relationships relate  to the following markets:  
(a) a number of markets for metal and mineral commodities, namel y cerium 
oxide, molybdenum oxide, potassium carbonate, sodium carbonate, 
vanadium pentoxide, wollastonite, and zircon oxide (the “ Relevant 
Commodities ”), where Traxys  is active ; and  
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
 
3 (b) a number of markets for ceramic tile intermediates, namely frits and glazes, 
glaze stains, digital inks, and body stains, where Altadia is active.  
4.1. Metal and mineral commodities (upstre am) 
4.1.1. The Commission’s previous decisional  practice  
(9) In previous decisions, the Commission found that both producers and traders  of 
metal commodities compete for sales to the same customers and are  thus  part of the 
same product market .5 
(10) The Commission has previously assessed some of the  metal and mineral 
commodities  relevant in  this case : 
(a) Sodium carbonate or soda ash (Na 2CO 3): The Commission previously 
defined a separate market for sodium carbonate and left open whether a 
further distinction between lig ht and dense sodium carbonate is necessary .6 
The Commission previously considered that the market is national or wider 
in scope .7  
(b) Vanadium oxide (V 2O5): The Commission previously considered that high-
purity vanadium oxides do not belong to the same market  with standard grade 
vanadium oxides.8 The Commission left open whether any further 
segmentation is required for standard grade vanadium oxides. The 
Commission concluded that the markets for vanadium oxides are likely 
global.9 
(c) Wollastonite (CaSiO 3): The Commission considered wollastonite in the 
context of an assessment of potential conglomerate effects, but did not reach any conclusions concerning the appropriate product or geographic market.
10 
(d) Zircon oxide (ZrO 2), potassium c arbonate (K 2CO 3), cerium oxide 
(CeO 2), molybdenum o xide (Mo 2O3): The Commission did not previously 
assess the relevant market s for these commodities.  
                                                 
5  See Case M.6451 – Glencore / Xstrata , paragraph 41. 
6  See Case M.6230 –  Solvay / Rhodia, paragraph 61. Considering a potential segmentation of the market for 
sodium carbonate by light and dense soda ash, the Notifying Party submits that, on the one hand, Traxys 
only offers dense soda ash and its market share on this segment would not significantly differ from its market share on the overall market for sodium carbonate. On the other hand, Altadia only uses dense soda ash as an input and its share of demand for dense soda ash in the EEA is negligible, i.e., below [0 -5]%. 
7  See Case M.3024 – Bain Capital / Rhodia, paragraph 17.  
8  Considering a potential segmentation of the market for vanadium oxide by high -purity vanadium oxides 
and standard grade vanadium oxides , the Notifying Party submits that, on the one hand, Traxys only offers 
standard grade vanadium oxides and its market share on this segment would not significantly differ from its market share on the overall market for vanadium oxide. On the other ha nd, Altadia only uses standard 
grade vanadium oxides as an input and its share of demand for standard grade vanadium oxides in the EEA is negligible, i.e., below [0-5]%. 
9  See Case M.4494 – Evraz / Highveld, paragraphs 26- 27 and 51.  
10  See Case M.7456 – Imerys / S&B Minerals , paragraph 7.  
 
 
4 4.1.2. The Notifying Party’s view  
(11) The Parties present a separate product market for each raw material for which a 
supply relations hip between Traxys and Altadia could exist, but consider that 
ultimately the appropriate product market definition can be left open, as the 
Transaction does not raise competitive concerns under either definition.11 
(12) The Notifying Party submits that the geographic market for the relevant metal and mineral commodities is at least EEA -wide, if not global, but that the geographic 
market definition can be left open as the Transaction does not raise competitive 
concerns under either definition.
12 
4.1.3.  The Commission’s a ssessment  
(13) For the purpose s of the present Decision, and in light of Traxys’ minimal market 
shares upstream  under any plausible market definition, the appropriate product and 
geographic market definition for upstream metal and mineral commodities can be 
left open. In the present Decision, the Commission will assess the market by 
commodity on EEA -level .13  
4.2. Ceramic tile intermediates (downstream)  
4.2.1. The Commission’s previous decisional practice  
(14) The Commission has not previously assessed any of the ceramic tile intermediates relevant to the present Decision. A number of national competition authorities, 
however, have considered in their practice the markets for ceramic tile 
intermediates.
14 According to national precedents , each of the markets for frits & 
glazes, glaze stains, digital inks, and body stains would represent a separate product market. In relation to geographic market definitions, while the Polish competition 
authority considered the market for frits & glazes, glaze stains, and digital inks as 
EEA -wide in scope, the Spanish competition authority considered them national.
15 
No conclusion has been adopted in relation to body stains.   
4.2.2. The Notifying Pa rty’s view  
(15) The Notifying Party segments Altadia’s activities into the following relevant product markets: (i) frits & glazes, (ii) glaze stains, (iii) digital inks, and (iv) body stains, but submits that ultimately the appropriate product market can be left open, as the 
                                                 
11  Form CO, paragraphs 102 and 104.  
12  Form CO, paragraphs 103- 104. 
13  The Notifying Party indicates that for sodium carbonate, a product for which the Commission previously 
left open the possibility of a national geogra phic market definition, Traxys’ market share would not be 
significantly different at national  and EEA  level.  
14  See, in particular, the following decisions adopted by the Spanish Competition Authority: case C/1116/20, Pigments/Ferro Corporation; case C/0882/17, LSFX Flavum Bidco S.L. / Pigments ; case C/0449/12, IVC/ 
Esmalglass ; case C/0917/09, Ferro/ Heraus  and the decision of the Polish Competition Authority in case 
DKK- 2.421.27.2020.NL.  
15  The Notifying Party submits that A ltadia’s market share would not  be significantly different at national 
level.  
 
 
5 Transaction does not give rise to competition concerns under any plausible 
definition.16  
(16) The Notifying Party submits that all downstream markets are EEA -wide in scope. 
4.2.3. The Commission’s assessment  
(17) For the present Decision, the appropriate product and geographic definitions  of the 
downstream market can be left open, as the Transaction does not give rise to competitive concerns under any plausible market definition.  
(18) In particular, for the present Decision,  it is not necessary to explore the poss ibility 
for a narrower product or geographic market definition than that described by the 
Notifying Party, since competition concerns can be excluded under any plausible market definition.  
(19) Therefore, for the purpose s of the present Decision, the Commission will perform its 
assessment on the basis of separate EEA -wide product markets for (i) frits & glazes, 
(ii) glaze stains, (iii) digital inks, and (iv) body stains , as the competitive assessment 
would not be significantly different, even under the narrowest scope possible . 
5. C
OMPETITIVE ASSESSMEN T 
(20) The table below shows the Parties’ market shares upstream  and downstream for each 
of the affected vertical relationships.  
Table 1: Volume based market shares for vertically affected m arkets ( EEA, 2020)17 
 Altadia  (downstream)  
Frits & glazes  Glaze stains  Digital Inks  Body stains  
Traxys  
(upstream) Cerium Oxide  [30-40]% 
[0-5]%  [40-50]% 
[0-5]%  
Molybdenum 
Oxide   [60-70]% 
[0-5]% [40-50]% 
[0-5]% [50-60]% 
[0-5]% 
Potassium 
Carbonate  [30-40]% 
[0-5]%   [50-60]% 
[0-5]% 
Sodium 
Carbonate     [50-60]% 
[0-5]% 
Vanadium 
Pentoxide    [40-50]% 
[0-5]%  
Wollastonite  [30-40]% 
[0-5]%  [40-50]% 
[0-5]%  
Zircon Oxide   [60-70]% 
[0-5]% [40-50]% 
[0-5]%  
Source: the Notifying Party .  
                                                 
16  Form CO, paragraphs 88- 95. 
17  Value based market shares do not differ materially from volume based market shares.  
 
 
6 (21) For each of the affected vertical relationships, Traxys’ market share is very low 
(always below [0-5]%). Vertically affected relationships therefore only arise by 
virtue of Altadia’s market position downstream. Consequently, there is no risk of an 
input forecl osure scenario as a result of the Transaction, and this decision will only 
further assess the possibility of customer foreclosure. 
5.1. The Notifying Party’s view  
(22) The Notifying Party submits that the Transaction does not raise customer foreclosure 
concerns as t he merged entity will have no ability nor incentive to engage in 
customer foreclosure. The Notifying Party argues that:  
(a) Traxys does not supply Altadia nor any other ceramic tile intermediate 
producers, but only customers active in other sectors.18 
(b) The ceram ic tile intermediates industry as a whole only covers a very small 
fraction of the total demand for all of the Relevant Commodities. Altadia’s 
purchases represent significantly less than 1% (effectively nil) of total demand.
19 
(c) In addition to its lack of abi lity to foreclose , Altadia does not have any 
economic incentive to allocate all its requirements to Traxys. In fact, Altadia 
has a strong incentive to diversify its purchases to keep its costs under 
control .20 
5.2. The Commission’s assessment  
(23) All of the Relevant  Commodities  have  a far broader field of downstream uses than 
ceramic tile intermediates. Industries , such as chemicals, energy, steel, shipping, 
construction or automotive , buy the Relevant Commodities in far greater quantities 
than ceramic tile intermedi ate manufacturers such as Altadia.  
(24) This is illustrated by the fact that Altadia’s purchases of the  Relevant C ommodities 
were around […]  in 2021, while the total upstream markets has a size of 
approximately 9.3 million tons, i.e. a share of total demand far below 1%. 
(25) Altadia – and the ceramic tile intermediate industry as a whole – is not an important 
customer of  any of the Relevant Commodities, as illustrated by the fact that Traxys 
did not have any sales to Altadia in the last three years, and,  in fact, T raxys does not 
currently supply any other ceramic tile intermediates manufacturer.  
(26) Based on the above, the Commission considers that the merged entity has no ability 
to engage in a customer foreclosure strategy post -Transaction.  
(27) In addition to this clear l ack of ability, the merged entity has no clear incentive to 
engage in customer foreclosure. Considering the negligible part of total demand 
represented by the merged entity for the Relevant C ommodities, the merged entity 
would not receive any advantages from a customer foreclosure strategy. T he merged 
                                                 
18  Form CO, paragraph 135.  
19  Form CO, paragraph 138.  
20  Form CO, paragraph 140.  
 
 
7 entity would be better served by exploring the market for the most attractive offers 
for each of the Relevant Commodities in order to maintain a diverse supply base. 
(28) In conclusion, the Transaction does not give rise to serious doubts as to its 
compatibility with the internal market or a substantial part thereof in relation to 
vertical effects for any of the vertical links set out in Table 1.  
6. CONCLUSION  
(29) 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 Art icle 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President