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,  30.1.2018  
C(2018)  611 final  
PUBLIC VERSION 
 
To the notifying party 
Subject : Case M. 8721 -  OWENS CORNING / PAROC  
Commission decision pursuant to Article 6(1)(b) of Council 
Regulation No 139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
Dear Sir or Madam,  
(1) On 15 December 2017, the  European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Owens Corning Fi nland Oy, a subsidiary of Owens Corning (“Owens Corning”, 
United States), acquires sole control of  the Paroc Group (“Paroc”, Finland) by 
acquiring all shares of Parry 1  Holding AB, its parent company .3 Owens Corning 
is designed hereinafter as "the notifyin g party". Owens Corning  and Paroc  are 
designated hereinafter as the " 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 b e used throughout this D ecision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 444, 23.12.2017, p. 11. 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information omitted has been replaced by 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) Owens Corning is active worldwide in the development, manufacture and sale of 
roofing, insulation and glass fibr e composites.  
(3) Paroc is active in the production and supply of mineral wool insulation materials 
for building and technical applications. More specifically, Paroc manufactures 
mineral wool building insulation for thermal, fire and acoustic applications in 
residential and commercial construction. It also manufactures mineral wool 
technical insulation for heating, ventilation, and a ir conditioning systems; 
industrial processes; and the marine, offshore and original equipment 
manufacturing industries . Paroc is currently controlled by the CVC Group, an 
invest ment fund4. 
2. THE OPERATION  AND THE CONCENTRATION  
(4) Pursuant to a Share Sale and Purchase Agreement signed on 27 October 2017, 
Owens Corning will indirectly acquire all the shares in and thus sole control over 
Paroc through its subsidiary Owens Corning Finland Oy. Hence, the proposed 
transaction qualifies as a concentration within the meaning of Article 3(1)(b) of 
the Merger Regulation . 
3. EU DIMENSION  
(5) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 million5 (Owens C orning: EUR […], Paroc: EUR […]). 
Each of them has an EU -wide turnover in excess of E UR 250 million  (Owens 
Corning: EUR […], Paroc: EUR [...]), but they do not achieve more than two-
thirds of their aggregate EU -wide turnover within one and the same Member 
State. The notified operation therefore has a n EU  dimension. 
4. COMPETITIVE ASSESSMEN T 
4.1. Introduction 
(6) The proposed t ransaction gives rise to one potential horizontal overlap, namely as 
regards Paroc's mineral wool insulation products and Owens Corning's cellula r 
glass  insulation product . Furthermore, there is one vertical link with Owens 
Corning supplying glass fibr e veil to Paroc, which Paroc uses in acoustic ceiling 
products.  
                                                 
4  CVC Group acquired control of Paroc in 2015. This transaction was approved by the European 
Commission in Case No COMP/M.7457 –  CVC/Paroc . 
5  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission  
Consolidated Jurisdictional Notice (OJ C  95, 16.4.2008, p . 1).  
 
3 4.2. Market definition s 
4.2.1. Product market: Mineral wool and cellular glass  
(7) Insulation products reduce the thermal and acoustic exchange through a wall, roof 
or a duct on which they are placed. The Commission has previously found that 
insulation products constitute a separate market from other building products.6 
(8) There are different materials used for insulation products. The Commission has in 
past cases considered a possible sub- segmentation of insulation products by 
insulation material, between (a) mineral wools (stone or glass wools); and (b) 
foams (expanded polystyrene ( EPS), extruded polystyrene or polyurethane).7  
(9) Furthermore, there are different general applications for insulation products. The 
Commission has in the past considered segmenting the relevant market into 
building insulation ( hereinafter referred to as " BI") and technical insulation 
(hereinafter refer red to as " TI"). While it has previously left open the relevant 
market, it indicated in CVC/Paroc  that “ it is likely that mineral wool BI and 
mineral wool TI constitute distinct product markets” .8  
(10) In past cases , the Commission did not further sub- divide the market for building 
insulation based on specific applications for which these products are used (such 
as loft pitched roof, prefabricated roof, floating floor, ceilings, etc .) due to supply -
side substitutability9 and did not sub- divide the technical insulation products 
further by reference to individual product types.  
(11) Cellular glass , as produced by Owens Corning, has not been considered in 
previous cases. Cellular glass is a specialty insulation material, with  a high degree 
of compressive strength characterised by high resistance. Cellular glass is fully 
water resistant and will not burn. Cellular glass is more expensive than mineral 
wool ( the price of cellular glass is around 400 USD per cubic meter, compared to 
around USD 250 for mineral wool).  
(12) The notifying p arty submits  that for the following reasons, cellular glass and 
mineral wool do not fall into the same product market: they serve different end 
applications; use substantially different raw materials and production equipment 
in their manufacture; and are not generally substitutable given their different 
product performance and characteristics, as well as end uses.  
(13) The Commission's investigation in this case confirm s that the market for 
insulation products should likely be segmented into building insulation and 
technical insulation products  due to the different customer  groups served, 
different relative strength of suppliers and different products used. Nevertheless,  
this segmentation can be left open in this case as the proposed transaction does 
not give rise to serious doubts as to its compa tibility with the internal market  
under the alternative plausible market definitions .  
                                                 
6  M.7457 – CVC/Paroc, para. 17 -18; M.3407 –  Saint Gobain/Dahl, paragraphs 8 and 9; M.1974 – 
Compagnie de Saint -Gobain/Raab Karcher, paragraph 9; and M.1873 –  Compagnie de Saint -
Gobain/Meyer International, paragraphs 9 and 10. See also M.6871 –  Mohawk Industries/Spano 
Invest, paragraphs 28 and 29.  
7  M.3407  – Saint Gobain/Dahl , para 10; M.3943 –  Saint Gobain/BPB , para. 29.  
8  M.7457 – CVC/Paroc , para. 18.  
9  M.3943 – Saint Gobain/Dahl , para. 25-28. 
 
4 (14) The results of the Commission's investigation indicate  further that cellular glass 
and mineral wool are not close substitutes and may therefore not fall into the 
same relevant product market. On the one hand, s ome market participants 
suggested that all kind s of insulation material compete as they serve the same 
purpose, that is to say to insulate  buildings , in particular when taking into account 
the full cost -of-ownership and not only the sales price of the products . On the 
other hand, the majority of market  participants working with Paroc's products 
never or very rarely used cellular glass , indicating that the substitutability 
between the two products is  limited . Nevertheless, i t is not necessary to conclude 
on the exact product market definition as the proposed transaction does not give 
rise to serious doubts as to its compa tibility with the internal market under the 
alternative plausible market definition s. Therefore, the product ma rket definition 
can be left open in  this D ecision.  
4.2.2. Geographic market  
(15) Previous cases have found the geographic market for the manufacture of 
insulation products to be (i) at least national; (ii) wider than national (i.e. regional 
to the Nordics or the Balti cs); and (iii) possibly EEA -wide. The Commission has 
ultimately left the precise definition of the relevant geographic markets open.10 
The notifying p arty submit s that the same approach can be taken in this case.  
(16) Among the views expressed by customers and competitors in the market 
investigation, some consider that the market tends to be national, whereas other s 
point to the cross -border supply in the EEA of insulation material produced in 
countries in geographic proximity. However, it is not necessary to co nclude on 
the exact geographic market definition as the proposed transaction does not give 
rise to serious doubts as to its  compa tibility with the internal market under the  
alternative plausible geographic market definition s. 
4.2.3. Upstream  market : Glass fibr e veil 
(a) Product  market  
(17) Veils are thin sheets of glass fibr e strands bound together by synthetic resin 
binders used at the outermost layer of a composite in order to improve surface 
characteristics. They can be wet -processed from wet use chopped strands in a 
process very similar to paper manufacturing or dry processed from long fibres 
that are produced in a dedicated (textile) furnace. Wet - and dry processed veils 
have different performance characteristics. However, for some end uses such as 
asphalt, foam pane ls, plastic reinforcement mat s and bitumen waterproofing, both 
wet- and dry produced veils are suitable.11 
(18) Veils are used in a variety of end -use applications, including the production of 
mineral wool insulation and ceiling insulation products . 
(19) As regards a  potential distinction between wet - and dry -processed veil, t he 
Commission has previously considered that for some end applications there is a 
certain degree of substitution  but did not, however, ultimately conclude on the 
                                                 
10  M.7457 – CVC/Paroc , para. 28. 
11  M.4828 – Owens Corning/Saint Gobain Vetrotex , paras . 41-43.  
 
5 market definition.12 As regards th e vertical link with suspended acoustic 
applications assessed in this case, d ry-processed veils are not generally suitable 
for applications that require a homogenous fibr e surface, such as suspended 
acoustic applications. Therefore, the vertical link in this case is limited to the 
potential sub- market for wet -processed veil.   
(20) Furthermore, according to some market participants, a  distinction can be made 
between veil used for  front facers and back facers  in insulation  appli cations . The 
parties consider that this distinction would be artificial because the ultimate use of 
the product depends on each customer's particular preferences. In particular, 
Owen s Corning does not control the end use of the facers  that it sells to cust omers 
who, according to the part ies, can partially substitute back facers for front facers.  
However, it is not necessary to conclude on the exact product market definition as 
the proposed transaction does not give rise to serious doubts as to its 
compa tibility with the internal market under the alternative plausible market 
definitions . Therefore, the product market definition can be left open for the 
purpose of this Decision.  
(b) Geographic market  
(21) The Commission has previously defined the geographically relevant market for 
glass fibr e products as EEA -wide13, and the market for veil as European14 (EEA 
Member States as well as Serbia, Montenegro, and Turkey). The notifying p arty 
submit s that the geographically relevant market is at least EEA -wide, but that in 
any event, the market definition can be left open. Against that background, t he 
Commission will conservatively assess the market for veil as EEA -wide in this 
Decision.  
4.2.4. Downstream market: suspended ceiling acoustic  tiles  
(22) Veils are used as an input in different BI and TI mineral wool products. The 
market definition s for BI and TI mineral wool products are set out in paragraphs  
(7) to (16) above. Paroc uses  veils produced by Owens Corning specifically for 
the production of s uspended acoustic ceiling tiles which are a type of acoustic 
insulation  and BI product. Ultimately,  there is no need for the Commission to 
conclude on the market definition of acoustic insulation products, in particular 
suspended ceiling acoustic tiles. T he proposed transaction does not give rise to 
serious doubts as to its compa tibility  with the intern al market  on a narrowly 
defined market for sus pended acoustic tiles at the EEA and national level  where 
the vertical link is most pronounced.  
4.3. Competitive assessment  
4.3.1. Horizontal overlaps – BI and TI (mineral wool and cellular glass)  
(23) There are limited overla ps between the parties' activities in the sale of BI and TI 
materials.  
                                                 
12  M.4828 – Owens Corning/Saint Gobain Vetrotex , para. 45.  
13  M.3064 – Ahlström Capital/Capman/Nordkalk , para. 32.  
14  M.4828 – Owens Corning/Saint Gobai n Vetrotex , para. 56.  
 
6 4.3.1.1. Assessment of horizontal overlaps in insulation materials  
(24) Paroc does not produce foams or cellular glass; it is active only in the production 
of mineral wool insulation. Within the EEA , Owens Corning manufactures and 
supplies only cellular glass insulation products, but no mineral wool or foam 
insulation products , and currently has no plans to extend its activities into other 
types of insulation materials  in the EEA . Therefore, if the m arket is sub -
segmented by insulation material, there is no overlap between the parties’ 
activities.   
(25) If a wider market including all insulation materials  is defined : 
a. The overlaps in BI are minimal. Owens Corning sells low volumes of cellular 
glass for use in BI. The Parties' combined market share in the EEA is less than 
[5-10]% with an increment due to Owens Corning of [0 -5]%. The combined 
national market shares in the affected markets reach [20-30]% in Sweden, [20-
30]% in Finland, [20-30]% in Lithuania and [20- 30]% in Estonia  and Latvia  
(leading to combined market shares in the Baltics of [20- 30]% and in the Nordic 
countries of [10- 20]%). However , the market shares of Owens Corning do not 
exceed [0-5]% in any of the nationa l EEA markets and the increment in market 
shares is therefore negligible. 
b. The overlaps in TI are limited. The Parties' combined market share in the EEA 
is [20-30]% with an increment due to Owens Corning of [5 -10]%. However, due 
to the different geographic focus of their activities, there are only a limited 
number of affected markets at the natio nal level:  Paroc's market shares  
reach  [60- 70]% in both Estonia and Finland, [40-50]% in Latvia  and [20-30]% 
in Lithuania  (leading to a market share in the Baltics of [40- 50]% and in the 
Nordic countries of [30- 40]%). However, the increment due to Owens Corning 
is at most [0 -5]% in each of those national markets . The increment in market 
shares at the EEA level and in those countries is therefore minimal. The only 
other nationally affected market is Sweden with Paroc's market share 
at [40- 50]% combined with a [5 -10]% market share of Owens Corning , totalling 
to [50- 60]%.  
(26) Further, the results of the investigation confirm ed for all affected markets, 
including Sweden, that cellular glass and mineral wool are not close substitutes  as 
set out in paragraph (14) , that O wens Corning is a small supplier, and that there 
are a number of alternative suppliers  for insulation materials , which include 
mainly Rockwool, Isover/Saint -Gobain and Knauf . Moreover, none of the 
customers and competitors who replied to the Commission's investigation 
expected an y impact of the proposed transaction on their business due to the 
overlap of the Parties' activities in insulation materials , and no competition 
concerns were raised in this regard, including for the Swedish market.  
4.3.1.2. Conclusion on hor izontal  overlaps  
(27) In light of the considerations in recitals (23)  to (26), the Commission  concludes 
that the proposed t ransaction does not give rise to serious doubts about its 
compatibility with the internal market due to horizontal effects in insulation 
materials . 
 
7 4.3.2. Vertical relationships – veil / mineral wool BI (acoustic ceilings)  
(28) The propos ed transaction leads to a limited vertical link between upstream veil 
products  where Owens Corning is active and downstream insulation products 
where both Paroc and Owens Corning are active. Specifically, Paroc purchases 
veil mainly for use in BI materials  ([90-100]% of its veil purchases, equivalent to 
EUR […]) and within the  portfolio of BI materials mainly for use in acoustic 
ceiling products  ([40-50]% of its veil purchases for BI, equivalent to EUR […]  
million) . Acoustic ceilings are part of the BI mine ral wool business of Paroc and 
represented around EUR […]and [5-10]% of Paroc's sales in 2016.  
(29) This D ecision will focus on the vertical links between veil upstream and BI 
products downstream (see paragraphs (30) to (45)) since the potential vertical link 
in TI is minimal. Paroc purchased only a value of EUR […] of veil for use in TI 
in 2016. Products using veil thus play an immaterial role in Paroc's TI product 
portfolio. As a result, Paroc is an insignificant customer of veil for use in TI in the 
EEA, making customer foreclosure concerns highly unlikely. Furthermore, due to 
the minimal significance for its product portfolio, Paroc would not be able to 
benefit from foreclosing access to veil used in TI to its competitors , making 
potential input foreclosure concerns highly unlikely . 
4.3.2.1. Downstream markets: acoustic ceilings  
(30) In a potential  market for BI products  including all insulation materials , Paroc's 
market share does not exceed [30- 40]% at the EEA level or in any of the national  
or regional  markets. In a narrower market for BI mineral wool products, Paroc's 
market share exceeds [30- 40]% in Lithuania at [40- 50]%, Finland at [40- 50]%, 
Sweden at [30- 40]%, Latvia at [30-40]% and Estonia at [30-40]% (leading to a 
market share in the Baltics of [40- 50]% and in the Nordic countries of [20- 30]%).  
(31) In the narrowest plausible market which has been identified by market 
participants as a potential are a of concern in the Commission's market 
investigation , a potential downstream market for acoustic suspended ceiling 
products, Paroc’s market share reaches [ 20-30]% in Finland, [10- 20]% in 
Sweden, [10-20]% in Norway and [5 -10]% in Denmark , according to the part ies, 
while its EEA market share is [5 -10]% Paroc's  main competitors  in acoustic 
suspended ceiling products are market leader s Isover/ Saint -Gobain with market 
shares of [ 40-50]-[50-60]% and Rockwool with market shares of [10- 20]-
[40-50]% in those markets. Competitor Saint- Gobain is vertically integrated and 
thus produces both veil upstream and acoustic ceiling products and other BI 
products downstream.  
4.3.2.2. Upstream markets: veil 
(32) The merchant market share of Owens Corning in veil in the EEA amounts 
to [20- 30]%. The largest competitor is market leader Johns Manville 
with [30- 40]% followed by Saint -Gobain at  [10-20]% and Ahlstrom at [10- 20]%. 
Considering only wet -processed veil, Owens Corning's market share is [20- 30]%. 
Considering only veil sold for suspended ceiling applications, Owens Corning's 
market share is [70- 80]% with competitors Johns Manville and Ahlstrom 
accounting for [20- 30]% and [5-10]% respectively .  
 
8 4.3.2.3. Customer f oreclosure assessment  
(33) The Commission's assessment of potential customer foreclosure will focus on the 
narrow vertical link between veil and acoustic ceiling products as this is the only 
area highlighted as a potential concern  by market participants in the 
Commission's market investigation. As regards the wider markets for BI (mineral 
wool) products in general, the market investigation confirmed that there are many 
other customers in the EE A that Paroc's purchasing share in the  EEA is low and 
that veil producers are not concerned about losing Paroc as a potential customer.   
(34) As regards potential customer foreclosure concerns  regarding Paroc's activities in 
acoustic ceiling products specifically , Paroc already purchases parts of its total 
veil requirements across all insulation products from Owens Corning ( for an 
amount of EUR […]  in 2016) . [Information on Paroc´s purchases from other 
companies]  (for an amount of EUR […] in 2016) , which limits  the potential scope 
of customer foreclosure concerns  since the other veil suppliers already do not rely 
on Paroc's purchases .  
(35) Moreover, veil is used for many end uses other than acoustic ceilings, with 
roofing being the most important end use. Insulation and ceiling represent only 
27% of the end- use of veil sales in the EEA, meaning that at least 73% of the 
market demand for veil will not be significantly affected by the proposed 
transaction. In line with that and given that Paroc's activities are concentrated  on 
northern Europe, Paroc has a limited purchasing share of [0 -5]% for all veil sold 
in the EEA and of [0 -5]% for all veil sold in the EEA for suspended acoustic 
applications.  
(36) With respect to […] in particular, Paroc estima tes that its purchases from […]  of 
[…] m2 and E UR […] represented approximately [0 -5]% of […]  veil sales 
volumes and [0 -5]% of […] veil sales value in the EEA in 2016. Accordingly, 
[…] would risk losing less than [0 -10]% of its current veil sales in the EEA if the 
Parties implemented  a customer foreclosure strategy after the Transaction. Such 
limited potential sales loss  makes any effects of a potential customer foreclosure 
strategy unlikely, including in terms of effects on R&D spending .  
(37) Furthermore, because of qualification require ments , Paroc could only switch to 
using  Owen s Corning’s veil in [0 to 3years] . Moreover, Paroc has also explained 
that […] .  
(38) In light of the results of the market investigation and the evidence available, the 
Commission concludes that the proposed t ransact ion would not give rise to 
competition concerns related to customer foreclosure.  
4.3.2.4. Input f oreclosure assessment  
(39) The Commission's assessment of potential input foreclosure will likewise focus 
on the narrow vertical link between veil and acoustic ceiling products as this is 
the only area highlighted as a potential concern by market participants in the 
Commission's market investigation. As regards the wi der markets for BI (mineral 
wool) products in general, the market investigation confirmed that there are a 
sufficient number of alternative veil suppliers ( as reflected in O wens C orning's 
moderate market share of  [20-30]%) and that BI competitors are not concerned 
about losing Owens Corning as a potential supplier.  
 
9 (40) As regards potential input foreclosure concerns  regarding Paroc's activities in 
acoustic ceiling products specifically , Owens Corning supplies veil to Paroc’s 
competitors in acoustic ceilings, including in particular to Rockwool  and 
Isover/ Saint -Gobain.  
(41) The notifying p arty submits  that Owens Corning's  main competitors (Johns 
Manville, Saint -Gobain and Ahlstrom) all possess  industrial assets that allow 
them to manufacture veil for suspended acoustic applications. Owen s Corning 
considers that , with the collaboration of customers, they would be able to ex pand 
their range of products to all categories of facers within […] . 
(42) According to the Commission's investigation, Owens Corning has a market share 
of [70-80]% in the supply of veil for acoustic applications in the EEA. 
Nevertheless, it is not clear whether  Owens Corning would have the ability to 
engage in input foreclosure after the proposed transaction since competitor 
[competitor]  is the EEA market leader in the wider veil market in the EEA (with a 
market share of [30- 40]% compared to Owens Corning's  [20-30]%) and thus has 
significant experience and expertise in selling veil in the EEA . Furthermore, as 
submitted by the notifying party, Johns Manville may be able to expand its veil 
product portfolio, […] , to improve its product offering for acoustic applications . 
With respect to  the differentiation in the use of veil  between front and back uses , 
Paroc estimates that [purchases]  from [supplier]  are used on the front of the 
product , thereby indicating, from Paroc's perspective, that [supplier]  has 
capabili ties of producing veil to be used also on the front face of acoustic ceiling 
products . 
(43) In any event, according to the results of the Commission's market investigation, it 
appears unlikely that Owens Corning would have incentives to engage in an input 
forec losure strategy. It appears unlikely that the gains from such a strategy would 
outweigh its losses.  
(a) While representing between [5 -10] and [20-30]% of the input costs, t he 
price of veil represents only up to [5-10]% of the end acoustic ceiling 
product price of Paroc15.  
(b) Paroc's market share on the downstream market for acoustic insulation is 
limited at [5 -10]% in the EEA and reaches at most [20- 30]% at the 
national level in Finland . Thus , Paroc's  sales in the downstr eam market s 
which could benefit from a  potential decrease of competition in the 
downstream markets  are currently limited . 
(c) [Discussion of likelihood of downstream expansion]   
(d) Competitors producing acoustic ceilings are important veil customers of 
Owens Corning with [customer]  accounting for [50- 60]% of O wens 
Corning' s total veil sales in volume ( [40-50]% in value) and [customer]  for 
[20-30]% (in volume and value) in the EEA . Those companies  may be 
able to react to a potential input foreclosure strategy by switching veil 
purchases not affected  by the input foreclosure strategy (such as veil not 
                                                 
15  Paroc's acoustic insulation sales amounted to EUR […]  in the EEA in 2016  (p. 49 of the Form CO); 
Paroc's purchases of veil used in acoustic ceiling insulation amounted to a value of approximately 
EUR […] in 2016 (p.7 of the reply of the notifying party to RFI of 9 January 2018.)  
 
10 used in acoustic applications) to alternative suppliers. Owens Corning's 
veil sales in the EEA amounted to EUR […] in 2016, thereof less than 
EUR […] was sold to Paroc. Owen s Corning is unlikely to jeopa rdise  its 
business relationship with [customer X and customer Y]  generating 
EUR  […]  and EUR […]  of revenue  respectively to benefit its acoustic 
ceilings business generating EUR […]  of revenue  in 2016. 
(e) Owens Corning's largest customer Rockwool indicated that they  saw a risk 
that Owens Corning would engage in input foreclosure but explained that 
they did not consider input foreclosure as likely  to occur .   
(44) Furthermore, Saint -Gobain , the market leader in acoustic insulation in the EEA 
and in most of the na tional affected markets,  is vertically integrated upstream in 
veil production and would therefore be unlikely to be significantly affected by a 
potential input foreclosure strategy . Because of Saint -Gobain's market position, 
the effects of a potential input foreclosure strategy would be limited overall as 
regards the market  for acoustic insulation products . Saint -Gobain confirmed 
during the Commission's market investigation that it expected the overall impact 
of the proposed transaction on its business to be limited.  
(45) Therefore, in light of the results of the market investigation and the evidence 
available to it, the Commission considers that even if the merged entity had the 
ability to engage in input foreclosure , it is unlikely that it would have sufficient  
incentives to do so. Thus, the Commission concludes that the proposed 
transaction would not give rise to competition concerns related to input  
foreclosure . 
4.3.2.5. Conclusion on vertical effects  
(46) In light of the considerations in recitals (28)  to (45), the Commission concludes 
that the proposed t ransaction does not give rise to serious doubts about its 
compatibility with the internal market due to i nput or customer foreclosure 
concerns as regards veil and insulation materials, in particular acoustic ceilings.  
5. CONCLUSION  
(47) 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 D ecision 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  
Member of the Commission