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, 3.5.2018  
C(2018 ) 2841 final  
 
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has been replaced by ranges of figures or a 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  
 To the Notifying party  
 
 
Subject : Case M. 8766 - LKQ/ Stahlgruber  
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 9 March 2018, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which LKQ 
Corporation ("LKQ", USA) acquires within the meaning of Article 3(1)(b) of the 
Merger Regulation sole con trol of Stahlgruber GmbH ("Stahlgruber", Germany) 
(the "Transaction")3 . LKQ and Stahlgruber are collectively referred to  hereinafter 
as the "Parties" , and LKQ individually as "the Notifying Party" . 
                                                 
 
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 103, 19.3. 2018 , p. 7. 
 
2 1. THE PARTIES  
(2) LKQ is a distributor of automotive spare part s used in the repair and maintenance 
of passenger cars and light commercial vehicles and to a lesser extent of heavy 
commercial vehicles and specialty vehicle products and accessories. LKQ sells 
automotive spare parts in the EEA principally in Belgium, the  Netherlands, 
Luxembourg,  Bulgaria, the Czech Republic, France, Hungary, Ireland, Italy, 
Poland, Romania, Slovakia, and the United Kingdom.  
(3) Stahlgruber is a wholly -owned subsidiary of Stahlgruber Otto Gruber AG and a 
distributor of automotive spare parts used in the repair and maintenance of 
passenger cars and light commercial vehicles and to a very small extent of heavy 
commercial vehicles and specialty vehicle products and accessories. Stahlgruber's 
wholesale distribution activities are concentrated most ly in Germany, but also in 
Austria and the Czech Republic and to a lesser extent in Italy, Slovenia , Croatia , 
Belgium and  the Netherlands . 
(4) In addition, both Parties have upstream activities in the area of manufacturing of 
automotive spare parts under priva te labels.  These markets are however not 
affected markets and, therefore, they are not assessed further in  the present 
decision . 
2. THE OPERATION  
(5) Under the terms of the Sale and Purchase Agreement dated 10 December 2017 
(“SPA”), LKQ will acquire 100% of the share capital of Stahlgruber GmbH, the 
holding company of Stahlgruber. LKQ will therefore acquire sole control over 
Stahlgruber (the "Transactio n"). 
(6) The operation therefore constitutes a concentration pursuant to 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 million  (LKQ EUR 8 385 million, Stahlgruber EUR […]). 
Each of them has an EU -wide turnover in excess of EUR 250 million (LKQ EUR 
[…], Stahlgruber EUR […]), but they do not achieve more than two -thirds of 
their aggregate EU -wide turnover within one and the same Member State.  
(8) The notified  operation therefore has an EU dimension pursuant to Article 1(2) of 
the Merger Regulation  
4. REFERRAL TO THE CZECH REPUBLIC  
(9) By letter dated 4 April 2018 the Office for Protection of Competition of  the Czech 
Republic  (the "Office"), on behalf of the Czech Rep ublic, requested the 
Transaction to be partially referred to the Office with a view to assessing the 
effects of the Transaction in the Czech Republic under national law pursuant to 
Article 9(2)(a) of the Merger Regulation.  
 
3 (10) The Commission has adopted a deci sion p artially referring the case  to the Czech 
Republic   for the aspects relating to the impact of the Transaction in the market 
for the wholesale supply of IAM automotive spare parts in the Czech Republic . 
(11) Therefore, only the remainder of the competition effects of the Transaction will 
be assessed by the Commission  in the present decision . 
(12) This decision is without prejudice to the outcome of the proceedings conducted 
by the Office  in regard to  the assessment of the effects of the Transaction  on the 
relevan t market in the Czech Republic . 
5. COMPETITIVE ASSESSMEN T 
(13) Both Parties are active in the manufacturing and sale and in the wholesale supply 
of various automotive components for the independent after -market ("IAM"). The 
Parties are also active to a lesser exte nt in the retail sale of IAM spare parts . 
However, the geographic footprint of the Parties is vastly complementary and the 
Transaction gives rise to only two affected markets:  the wholesale supply of IAM 
automotive spare parts in the Czech Republic, which has been the object of 
referr al to the Czech Republic, and in the Netherlands.   
5.1. Market definition  
5.1.1.  Product market  definition  
(14)  In past decisions, the Commission has defined the wholesale distribution of 
automotive spare parts as a separate product market.  In the Commission' practice, 
this market comprises the sales of spare parts to workshops /garages  and other 
retailers .4 Wholesalers also make sales to other wholesalers, so called "Arbitrage 
Sales". The Notifying Party submit that these sales should not for m part of the 
wholesale market, and the Commission considers that in this case it is not 
necessary to conclude on this issue as the Transaction does not raise serious 
doubts as to its compatibility with the internal market  irrespective of whether 
Arbitrage  Sales are considered part of the wholesale  distribution  market or not.  
(15) In its decisional practice, the Commission considered a further distinction 
between the market for (i) original equipment spare parts manufactured and or 
sold under the car manufacture r's brands (OES) and the independent spare parts 
(IAM) .5 The Commission further considered a distinction between spare parts for 
light vehicles and those for heavy vehicles .6  
                                                 
 
4  Case M.7401 – Blackstone/Alliance BV/Alliance Automotive ; Case   M.6718 − Toyota Tshusho 
Corporation/CFAO  
5  Case M.8198 – Alliance Automotive Group/FPS Distribution . 
6  Case M.8198 – Alliance Automotive Group/FPS Distribution ; Case M.6319 − Triton/Europart . 
 
4 (16) Finally, in the Commission's past practice the market for the wholesale 
distribu tion of replacement tyres was considered to be separate from that of 
automotive spare parts .7  
(17) The Parties partially agree with the above decisional practice and submit that 
there are additional competitive relations which are not yet sufficiently reflecte d. 
Particularly, the Parties claim that:  
(a)  there is an intensive competition between IAM and OES suppliers;  
(b)  wholesalers compete with their complete product portfolio including 
tyres; and,  
(c)  in some EU Member States, especially in Italy, there is an additio nal 
distribution level comprising local distributors/ricambisti.  
(18) For the purpose of this decision, the exact product market definition with regard 
to the wholesale of automotive spare parts to the IAM  can be ultimately left open 
as the Transaction does not raise serious doubts as to its compatibility with the 
internal market under any alternative product  market definition . 
5.1.2.  Geographic market definition  
(19) In past decisions, the Commission considered the markets for the wholesale 
supply of automotive spare parts to be regional, national or even EEA -wide in 
scope. The ultimate market definition was left open, but the Commission focused 
its further competitive  assessment mainly on national markets.   
(20) The Parties partially agree with the Commission's past practice, however claim 
that for some Member States (like Italy) the geographic scope of the market may 
be different.  
(21) For the purpose of this decision, the geographic  market with regard to the 
wholesale of automotive spare parts to the IAM is likely national or narrower, but 
the exact geographic market definition can be ultimately left open as the 
Transaction does not raise serious doubts as to its compatibility  with the internal 
market under any alternative geographic  market definition.  
5.2. Competitive assessment: Horizontal non -coordinated effects in the 
Netherlands  
5.2.1.  Methodological introduction on market shares calculation  
(22) In order to provide a fully transparent ove rview of the market structure, LKQ has 
submitted different set of market shares using different calculation 
methodolog ies. In particular, the different calculation methodologies differ in 
what is included in the overall market.  
                                                 
 
7  Case M.6063 − Itochu/Speedy . 
 
5 (23) More precisely, the  Notify ing Party has submitted the following set of market 
share for the IAM markets : 
(a) The IAM sales including sales of tyres, of garage equipment and arbitrage 
sales;  
(b) The IAM sales excluding sales of tyres, but including sales of garage 
equipment and arbitrage sa les; 
(c) The IAM sales including sales of tyres  and arbitrage sales , but excluding 
sales  of garage equipment;  
(d) The IAM sales including arbitrage sales, but excluding both sales o f tyres 
and of garage equipment;  
(e) The IAM sales excluding arbitrage sales, sales of tyres and of garage 
equipment;  
(f) The IAM sales excluding arbitrage sales and garage equipment.   
(24) "Arbitrage Sales” are sales made by  wholesalers to other  distributors 
(wholesalers) in the same or other EEA Member . According to the Notifying 
Party these sales are very common at the wholesale level, however LKQ submits 
that by including them a significant number of sales would be double counted and 
therefore the Parties' shares significantly overstated.  
(25) In addition to sales of components, as a special service fo r the garages, the Parties 
sell a full portfolio of tools and equipment for garages, if the garages wish so. 
Such “add -on” equipment sales can be large “one -off” pieces of equipment such 
as hydraulic lifts (used for vehicle inspection), rollingroads (used for brake 
testing) and air compressors (used for powering air tools) or smaller pieces of 
equipment, which may also include hand tools such as single screwdrivers or 
wrenches, worth a few EUR a piece.  
(26) The Parties estimated the market size on the basis of d ata provided by 
Datamonitor . However, the sales of workshop tools and equipment are not 
included in Datamonitor's  data, because Datamonit or only provides data at retail / 
consumer level which does not include products not sold to consumers like garage 
equipment and tools.  Therefore, the Notifying Party also submitted market share 
calculations with the aim to correct for the sales of workshop tools and equipment 
in the total market size.  
5.2.2.  Competitive assessment  
(27) The market for the wholesale supply of automotive components for the IAM in 
the Netherlands is the only affected market in addition to the Czech Republic.  For 
the reasons set out below, the Commission takes the view that the Transaction  
will not result in a significant impediment to effective competition on the market 
for the wholesale supply of automotive components for the IAM in the 
Netherlands.   
(28) First, t he Transaction will only give r ise to an affected market in the Netherlands 
if arbitrage sales are included in the calculation. If not, the combined market 
 
6 shares of the Parties will be below [10-20]%, irrespective of whether garage 
equipment and tyres are included or not in the calcula tion. 
(29) Second, even if the arbitrage sales of the Parties are included, their combined 
market share will be just above [20-30]%, and below [20-30]%, irrespective of 
how the market shares are calculated.  
(30) Third, the increment brought about by the Transaction  is limited. Stahlgruber 
generated a turnover with garages of only EUR […] in the Netherlands in 2016. 
Also if Stahlgruber's arbitrage sales are included, its turnover in the Netherlands 
amounts to EUR […]. Even the most conservative estimate for the market  size of 
the wholesale market in the Netherlands is over EUR 1.5 billion (excl uding  tyres 
and adjustment for garage equipment). This leads to a market share for 
Stahlgruber of below [0-5]%. Any horizontal overlap with LKQ is therefore not  
appreciable and t he Transaction will not change the structure of the Dutch market.  
6. CONCLUSION  
(31) 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  with regard to the markets other than the wholesale supply of 
IAM automotive spare parts in the Czech Republic . 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  
Member of the Commission