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, 18.12.2018  
C(2018 ) 8846 final  
PUBLIC VERSION  
 
To the notifying party  
Subject : Case M. 8988 – Energizer /Spectrum Brands (Batteries and Portable Lighting 
Business ) 
Commission decision pursuant to Ar ticle 6(1)(b) in conjunction with Article 6(2) 
of Council Regulation No  139/20041 and Article 57 of the Agreement on the 
European Economic Area2 
  
                                                 
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').  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information omitted has been replaced by 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 TABLE OF CONTENT  
1. THE PARTIES  ................................ ................................ ................................ ............ 7 
2. THE OPERATION AND CO NCENTRATION  ................................ ......................... 7 
3. EU DIMENSION  ................................ ................................ ................................ ......... 7 
4. RELEVANT MARKETS  ................................ ................................ ............................ 8 
4.1. Introduction to the industry and the Parties' activities  ................................ .......8 
4.1.1.  Consumer batteries  ................................ ................................ ............... 8 
4.1.2.  Portable battery chargers  ................................ ................................ ....10 
4.1.3.  Portable lighting products  ................................ ................................ ..11 
4.1.4.  Other products  ................................ ................................ .................... 11 
4.2. Relevant product markets  ................................ ................................ ................ 11 
4.2.1.  Wholesale supply of consumer batteries  ................................ ............ 11 
4.2.2.  Wholesale supply of portable battery chargers  ................................ ..26 
4.2.3.  Wholesale supply of portable  lighting products  ................................ 27 
4.2.4.  Conclusion on relevant product markets  ................................ ............ 27 
4.3. Geographic market definition  ................................ ................................ .......... 28 
4.3.1.  Wholesale supply of branded consumer batteries to the retail channel 28 
4.3.2.  Wholesale supply of branded consumer batteries to the OEM channel 30 
4.3.3.  Wholesale supp ly of branded battery chargers  ................................ ..31 
4.3.4.  Wholesale supply of branded portable lighting products  .................. 31 
4.4. Conclusion on market definition  ................................ ................................ ......32 
5. COMPETITIVE ASSESSME NT ................................ ................................ .............. 33 
5.1. Analytical framework  ................................ ................................ ...................... 33 
5.2. Horizontal non -coordinated effects  ................................ ................................ ..33 
5.3. Wholesale supply of branded consumer batteries to the retail channel – overview 
of market dynamics across different national markets in the EEA  .................. 34 
5.3.1.  The Parties are close and important competitors in most of the nationa l 
markets in the EEA in an already concentrated industry with limited 
alternatives  ................................ ................................ ......................... 34 
5.3.2.  Private label batteries only exercise a limited constraint on the Part ies35 
5.3.3.  E-commerce is unlikely to affect the Parties' market position in the short - 
to medium term  ................................ ................................ .................. 36 
5.3.4.  Customers only exercise a limited constraint on the Parties' ability to 
increase prices  ................................ ................................ .................... 37 
 
3 5.4. Assessment of potential horizontal non -coordinated effects on the national 
markets for the wholesale supply of branded household primary batteries to the 
retail channel  ................................ ................................ ................................ ....38 
5.4.1.  Finland  ................................ ................................ ............................... 40 
5.4.2.  Germany  ................................ ................................ ............................. 40 
5.4.3.  Norway  ................................ ................................ ............................... 41 
5.4.4.  Sweden  ................................ ................................ ............................... 42 
5.4.5.  Czechia  ................................ ................................ ............................... 42 
5.4.6.  Greece  ................................ ................................ ................................ 43 
5.4.7.  Slovakia  ................................ ................................ .............................. 44 
5.4.8.  Denmark  ................................ ................................ ............................. 44 
5.4.9.  Slovenia  ................................ ................................ .............................. 45 
5.4.10.  Hungary  ................................ ................................ ............................ 45 
5.4.11.  Latvia  ................................ ................................ ............................ 46 
5.4.12.  France  ................................ ................................ ............................ 47 
5.4.13.  Other affected markets  ................................ ................................ .......48 
5.4.14.  Other horizontal overlaps  ................................ ................................ ...49 
5.4.15.  Conclusion on the assessment of potential horizontal non -coordinated 
effects on the national markets for the wholesale supply of branded 
household primary batteries to the retail channel  ................................ ..
 49 
5.5. Assessment of potential horizontal n on-coordinated effects on the national 
markets for the wholesale supply of branded household secondary batteries to the 
retail channel  ................................ ................................ ................................ ....49 
5.5.1.  France  ................................ ................................ ................................ .52 
5.5.2.  Hungary  ................................ ................................ .............................. 53 
5.5.3.  Netherlands  ................................ ................................ ........................ 54 
5.5.4.  Austria  ................................ ................................ ................................ 54 
5.5.5.  Germany  ................................ ................................ ............................. 55 
5.5.6.  Greece  ................................ ................................ ................................ 56 
5.5.7.  Slovakia  ................................ ................................ .............................. 56 
5.5.8.  Romania  ................................ ................................ ............................. 57 
5.5.9.  Malta  ................................ ................................ ................................ ..58 
5.5.10.  Norway  ................................ ................................ ............................ 58 
5.5.11.  Italy ................................ ................................ ............................ 59 
5.5.12.  Other affected markets  ................................ ................................ .......59 
5.5.13.  Other horizontal overlaps  ................................ ................................ ...60 
 
4 5.5.14.  Conclusion on the assessment of potential horizontal non -coordinated 
effects on the branded household secondary batteries markets  ......... 61 
5.6. Assessment of potential horizontal non -coordinated effects on the national 
markets for the wholesale supply of branded specialty batteries to the retail 
channel  ................................ ................................ ................................ ............. 61 
5.6.1.  Latvia  ................................ ................................ ................................ .63 
5.6.2.  Finland  ................................ ................................ ............................... 63 
5.6.3.  France  ................................ ................................ ................................ .64 
5.6.4.  Germany  ................................ ................................ ............................. 65 
5.6.5.  Norway  ................................ ................................ ............................... 65 
5.6.6.  Sweden  ................................ ................................ ............................... 66 
5.6.7.  Other affected markets  ................................ ................................ .......67 
5.6.8.  Other horizontal overlaps  ................................ ................................ ...68 
5.6.9.  Conclusion on the assessment of potential horizontal non -coordinated 
effects on the national markets for the wholesale of branded specialty 
batteries to the retail channel  ................................ ............................. 68 
5.7. Assessment of potential horizontal non -coordinated effects on the national 
markets for the wholesale supply of branded hearing aid batteries to the mass 
retail channel  ................................ ................................ ................................ ....68 
5.7.1.  The Parties are close and important competitors in most of the national 
markets in the EEA in an already concentrated industry with limited 
alternatives  ................................ ................................ ......................... 70 
5.7.2.  Private label batteries only exercise a limited constraint on the Parties 71 
5.7.3.  E-commerce is unlikely to affect the Parties' market position in the short - 
to medium term  ................................ ................................ .................. 72 
5.7.4.  Customers only exercise a limited constraint on the Parties' ability to 
increase prices  ................................ ................................ .................... 73 
5.7.5.  Concerns raised by market participants in the course of the market 
investigation  ................................ ................................ ....................... 73 
5.7.6.  Bulgaria  ................................ ................................ .............................. 73 
5.7.7.  Czechia  ................................ ................................ ............................... 74 
5.7.8.  Denmark  ................................ ................................ ............................. 75 
5.7.9.  Finland  ................................ ................................ ............................... 75 
5.7.10.  Hungary  ................................ ................................ ............................ 76 
5.7.11.  Ireland  ................................ ................................ ............................ 77 
5.7.12.  Luxembourg  ................................ ................................ ....................... 77 
5.7.13.  Norway  ................................ ................................ ............................ 78 
5.7.14.  Slovakia  ................................ ................................ ............................ 79 
5.7.15.  Slovenia  ................................ ................................ ............................ 79 
 
5 5.7.16.  Poland  ................................ ................................ ............................ 80 
5.7.17.  Netherlands  ................................ ................................ ........................ 80 
5.7.18.  United Kingdom  ................................ ................................ ................. 81 
5.7.19.  Spain  ................................ ................................ ............................ 82 
5.7.20.  Belgium  ................................ ................................ ............................ 82 
5.7.21.  Italy ................................ ................................ ............................ 83 
5.7.22.  Austria  ................................ ................................ ............................ 84 
5.7.23.  Germany  ................................ ................................ ............................ 85 
5.7.24.  Sweden  ................................ ................................ ............................ 85 
5.7.25.  France and Romania  ................................ ................................ .......... 86 
5.7.26.  Conclusion on the assessment of potential horizontal non -coordinated 
effects on the national markets for the wholesale supply of branded 
hearing aid batteries to the mass retail channel ................................ ......
 87 
5.8. Assessment of potential ho rizontal non -coordinated effects on the EEA -wide 
markets for the wholesale supply of branded household and specialty batteries to 
OEMs  ................................ ................................ ................................ ............... 87 
5.9. Wholesale supply of branded portable battery charners – overview of market 
dynamics across different national markets in the EEA  ................................ ..89 
5.10.  Assessment of potential horizontal non-coordinated effects on the national 
markets for the wholesale supply of branded portable battery chargers  ..............
 91 
5.10.1.  France  ................................ ................................ ............................ 93 
5.10.2.  Germany  ................................ ................................ ............................ 93 
5.10.3.  Hungary  ................................ ................................ ............................ 94 
5.10.4.  Netherlands  ................................ ................................ ........................ 94 
5.10.5.  Poland  ................................ ................................ ............................ 95 
5.10.6.  United Kingdom  ................................ ................................ ................. 95 
5.10.7.  Other affected markets  ................................ ................................ .......96 
5.10.8.  Other horizontal overlaps  ................................ ................................ ...97 
5.10.9.  Conclusion on the assessment of potential horizontal non -coordinated 
effects on the national markets for the wholesale supply of branded 
portable battery chargers  ................................ ................................ ....97 
5.11.  Assessment of potential horizontal non -coordinated effects on the markets for the 
wholesale supply of branded portable lighting products  ................................ .97 
6. PROPOSED REMEDIES  ................................ ................................ .......................... 98 
6.1. Introduction  ................................ ................................ ................................ ......98 
6.2. Initial Commitments  ................................ ................................ ........................ 98 
 
6 6.2.1.  Description of the Initial Commitments  ................................ ............ 98 
6.2.2.  Results of the market test  ................................ ................................ .100 
6.2.3.  Commission’s assessment of the Initial Commitments  ................... 103 
6.3. Final Commitments  ................................ ................................ ........................ 109 
6.3.1.  Description of the Final Commitments  ................................ ............ 109 
6.3.2 . The Commission’s assessment of the Final Commitments  ............. 109 
6.4. Conclusion  ................................ ................................ ................................ .....110 
7. CONDITIONS AND OBLIG ATIONS  ................................ ................................ ...110 
8. CONCLUSION  ................................ ................................ ................................ ........ 111 
 
  
 
7 Dear Sir or Madam,  
(1) On 19 October 2018,  the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Energizer Holdings, 
Inc. ("Energizer") will acquire within the meaning of Article 3(1)(b) of the Merger 
Regulation sole contr ol of the whole of the global battery and portable lighting business  (the 
"Target Business") of Spectrum Brands Holdings, Inc. ("Spectrum") , (the "Transaction") .3 
Energizer is  further referred to  as the "Notifying P arty". Energizer and Spectrum (or the 
Target Business, as the context requires) are further referred to together as the "Parties ", whist 
the undertaking that would result from the Transaction is referred to as "the merged entity" . 
1. THE PARTIES  
(2) Energizer’s main business is the manufactur ing and marketing of consumer batteries sold 
under the Energizer and Eveready brands, mostly through the retail channel to end -
consumers. In the EEA, Energizer predominantly sells Energizer -branded consumer batteries , 
including household batteries, specialty batte ries and hearing aid batteries . Energizer is also 
active in the sale of Energizer -branded portable chargers for rechargeable batteries as well as 
some lighting products (such as flashlights, lanterns and mini lights). Energizer is also active 
in the design  and marketing of automotive fragrance and appearance products.  
(3) The Target Business comprises Spectrum's consumer battery and portable lighting business 
worldwide. Spectrum supplies consumer batteries under the Varta and Rayovac brands, as 
well as private label batteries to retailers. Furthermore, pursuant to a distribution and supply 
agreement entered into with Varta Microbattery in 2002, Spectrum distributes Varta -branded 
specialty batteries  manufactured by Varta Microbattery.4 Spectrum is also active in the sale of 
portable chargers for rechargeable batteries as well as some portable lighting products.  
2. THE OPERATI ON AND CONCENTRATION   
(4) Pursuant to an Acquisition Agreement signed on 15 January 2018, Energizer intends to 
purchase shares and assets comprising  the Target Business . As a result of the Transaction, 
Energizer will obtain sole control over the Target Business.  
(5) Therefore, the Transaction constitutes a concentration within the meaning of Article 3(1)(b) 
of the Merger Regulation.  
3. EU DIMENSION  
(6) The Transaction does not have a Union dimension within the meaning of Article  1 of the 
Merger Regulation as the turnover thresholds set out therein are not met. As the Transaction 
was capable of being reviewed under the national competition laws of Germany, Sp ain and 
the United Kingdom, the Notifying Party requested the referral of the case to the Commission 
pursuant to Article 4(5) of the Merger Regulation on 13 June 2018. The Member States 
                                                 
3  Publication in the Official Journal of the European Union No C 388 , 26.10.2018 , p.12. 
4  As explained in more detail below, for historic reasons, three separate entities under different ownership are active in 
the manufacturing and distritbution of batteries under the Varta brand.  
 
8 competent to examine the Transaction did not express their disagreemen t to the request for 
referral within 15 working days. The Transaction is therefore deemed  to have a Union 
dimension.  
4. RELEVANT MARKETS  
4.1. Introduction  to the industry and the Parties' activities  
4.1.1.  Consumer batteries  
(7) Batteries are devices that produce electrical energy by means of a chemical interaction 
between a negative electrode (“anode”) and a positive electrode (“cathode”) through a 
conductive material (“electrolyte”).5 The resulting electricity can be used to power a wide 
range of devices or installations.  
(8) The overall battery industry encompasses different categories: (i) industrial batteries (such as 
stationery power supplies that are used in business and factories), (ii) automotive batteries 
(which are used in cars, trucks and other wheeled vehicles), (iii)  batteries that are directly 
integrated into consumer devices (such as mobile telephones and laptops), and (iv) batteries 
used in relatively small devices (such as power tools and toys).6 The batteries in the latter 
category are commonly known as "consumer  batteries". Energizer and Spectrum only supply 
consumer batteries.7 Therefore, this decision will only deal with consumer batteries.  
(9) The industry appears to distinguish consumer batteries based on their size and overall 
purpose :8  
(a) The general purpose cylindrically shaped consumer batteries, with common battery 
sizes such as AA and AAA, and typically used to power various types of household 
electronic devices, are often referred to as "general purpose" or " household " 
batteries . These household batteries  can be disposable (primary), if manufactured for 
example  according to an alkaline or lithium chemistry, or rechargeable (secondary), if 
manufactured according to a chemistry that allows recharging, for example nickel -
metal hydride (NiMH).  
(b) Batteries that have a coin or a button shape  and which are most  commonly 
manufactured according to chemistries such as lithium, with commonly known sizes 
such as CR2032, CR2016, or cylindrical batteries with sizes such as AAAA or A23, 
and which are typically used for ele ctronic watches and photo equipment, are 
commonly known as " specialty " batteries .9  
                                                 
5  Case M.7655 – Berkshire/Hathaway/The Duracell Business , paragraph 10.  
6  Form CO , paragraph 94.  
7  Form CO, paragraph 94.  
8  Form CO, paragraphs 97 -99. See also Minutes of a cal l with a competitor, 8 August 2018, 14:00, paragraph 4. There 
are also other forms of consumer batteries, such as power banks.  Given that there are no horizontal overlaps between 
the Parties in the supp ly of power banks (Form CO, paragraph 177), this decision will not assess the competitive 
effects of the Transaction on the markets for power banks.  
9  Like household batteries, specialty batteries can also be disposable or rechargeable. However, given tha t neither 
Energizer nor Spectrum sells rechargeable specialty batteries (Form CO, paragraph 98), these are not considered 
further in this decision.  
 
9 (c) Batteries used to power hearing aid  devices  are very small button -cell shaped 
specialty batteries that tend to be manufactured according to a zinc -air chemistry, and 
are typically known as " hearing aid batteries ". 
(10) There are a number of manufacturers and suppliers of consumer batteries in the EEA. The 
other  suppliers of  consumer batteries sold in the EEA include Duracell, Panasonic, Gold 
Peak, Sony (now Murata), Philips , Agfa, Kodak, Toshiba, FDK (Fujitsu), Ansmann, Cegasa, 
Emos, Maxell, Camelion, Renata, Powercell, Airam , and Varta Microbattery .10 
(11) Today, t he ownership and use of the Varta brand is split between three separate entities :11  
(a) Johnson Controls holds the rights to the automotive batteries division;12  
(b) Spectrum holds rights to the Varta -branded consumer batteries division (including 
household batteries, portable chargers and portable lighting  products ).13 Spectrum 
owns a manufacturing facility in Dischingen, Germany, w here Varta -branded 
consumer batteries are manufactured;  and  
(c) Varta AG, via its subsidiary V arta Storage GmbH, holds the rights to storage 
solutions,14 and via its subsidiary V arta Microbattery GmbH  ("Varta Mic robattery") , 
to the microbattery division (which  includes specialty and hearing aid batteries).15 
Varta Microbattery is based in Ellwangen, Germany, where it owns a manufacturing 
facility that manufactures Varta -branded specialty batteries, as well as hearing aid 
batteries under the Varta Microbattery's PowerOne brand and hearing aid batteries 
under private label.  
              
Source : http://varta.com/   
                                                 
10  Form CO, paragraphs 313 -385 and 404 . A number of other suppliers  may also export batteries from outside t he 
EEA, including Zhejiang Hengwei Battery (China), Sichuan Changhong Electric (China), Zhejiang Yonggao 
(China), Chung Pak (Hong Kong), ChaoChuang (China), Power Glory Battery Tech (China), Eve (China), E BL Mall 
(China), Ultralife (USA) – see Form CO, par agraphs 386 -408. 
11  See http://varta.com/ .  
12  See https://www.varta -automotive.com/en -gb.  
13  See http://www.varta -consumer.com/en .  
14  See https://b2b.varta -storage.com/en/nc/b2b.html .  
15  See https://www.varta -microbattery.com/?lang=en .  

 
10 (12) Pursuant to a distribution agreement between V arta AG and Spectrum in relation to V arta 
Microbattery products, [Distribution of distribution agreement ]16.17 
(13) Energizer and Spectrum are both active in the production and sale of consumer batteries  
which they do not sell directly to consumer s, but rather to retailers (e.g. [Parties ’ 
retailers/customers]  and others), whol esalers and distributors .18 Energizer and Sp ectrum are 
therefore only active at the wholesale level, where they compete to supply retailers , 
wholesalers and distributors  with consumer batteries.19 
(14) The Parties supply some of their consumer batteries through o ther channels, in particular to 
original equipment manufacturers ( "OEM "), who integrate such batteries directly in their 
devices. Unlike the parties in Panasonic/Sanyo ,20 neither Energizer, nor Spectrum has 
significant activities regarding the supply of consumer batteries to OEMs. Energizer realized 
less than [Percentage] % of its 2017 EEA consumer batteries revenues through the sale of 
consumer batteries to OEMs, industrial  and institutional customers21 while such sales 
accounted for around [Percentage] % of Spectrum's revenues in the EEA in 2017.22 
(15) In the EEA, Energizer predominantly sells Energizer -branded batteries, including household 
batteries (disposable and rechargeable) , specialty and hearing aid batteries. Approximately 
[Percentage] % of the consumer  batteries sold by Energizer in the EEA (by volume) are not 
manufactured by Energizer, but are sourced from third parties.23 For example, Energizer does 
not itself manufacture  the hearing aid batteries that are sold under the Energizer bra nd, but 
procures these from [Supplier] .24 
(16) In the EEA, Spectrum supplies household (disposable and rechargeable) and specialty 
batteries under the Varta brand, as well as hearing aid batteries u nder the Rayovac brand. 
Spectrum also supplies hearing aid  batteries , as well as other consumer batteries, under the 
Rayovac and Varta  brand s in non -EEA territories.25 
4.1.2.  Portable battery chargers  
(17) Household rechargeable batteries (otherwise known as secondary batteries) can be recharged 
by the consumer using a portable battery charger.  
(18) Energizer is active in the sale of Energizer -branded portable chargers for rechargeable 
batteries.26 
                                                 
16  Form CO , paragraph 62.  
17  Form CO, paragraph 61.  
18  Form CO, paragraph 3.  
19  Form CO, paragraph 3.  
20  Case M.5421 -  Panasonic/Sanyo . 
21 The term “institutional customers” refers to  governmental entities such  as the Ministry of Defense and institutions 
such as hospitals  
22  Form CO, paragraphs 106 and 111.  
23  Form CO, paragraph 45.  
24  Form CO, paragraphs 1326 -1327; Parties ' reply to RFI 3, Annex 47.1.  
25  Form CO, paragraph  50. 
26  Form CO , paragraph 46.  
 
11 (19) Spectrum's battery portfolio also includes portable chargers for rechargeable  batteries.  These  
products are licensed to and produced by third parties.27 
4.1.3.  Portable lighting products  
(20) Energizer is active in the sale of Energizer -branded portable lighting products.  
(21) Spectrum's portable lighting products include flashlights, lanterns, headl ights, special lights 
(e.g. bike lights, handbag lights, book lights), and mini lights (e.g. mini torches, keyrings).28 
4.1.4.  Other products  
(22) Spectrum supplies  hearing aid battery testers and cleaning kits, which are not supplied by 
Energizer.29 
4.2. Relevant product markets  
(23) The Transaction gives rise to overlaps  in the wholesale supply of consumer batteries, the 
wholesale supply of portable battery chargers and the wholesale supply of portable lighting 
products.   
 
4.2.1.  Wholesale supply of consumer batteries  
(24) In previous decisions t he Commission has differentiated  the market for batteries into three 
separate product markets :30 (a) portable batteries ;31 (b) heavy -duty industrial batteries ;32 and 
(c) automotive batteries .33 
 
(25) Consumer batteries are part of the portable batteries category and are used in relatively small 
devices such as power tools and toys but do not comprise built -in batteries used in small 
electronic devices such as mobile phones.34 
(26) In relation to markets identified by levels of trade, the Commission has previous ly 
distinguished  between the upstream market for the manufacture and supply of portable 
batteries and the downstream market for the distribution of portable batteries.35  
(27) Since the Parties are not active in the manufacture and /or supply of heavy industrial batteries 
or automotive batteries  and also not in the distribution of portable batteries , the relevant 
product and geographic market definitions below are considered in relation to the wholesale 
supply of consumer batteries.  
                                                 
27  Form CO, paragraph 52.  
28  Form CO, paragraph 51.  
29  Form CO, paragraph 1354.  
30  Case M.5421 - Panasonic/Sanyo , para graph  12. 
31  The term “portable" battery denotes sealed power cells that can be hand -carried and are meant for use in relatively 
small devices lik e mobile telephones, laptop computers, power tools, toys, and the like.  
32  Stationary power supplies that are used in businesses, factories and the like.  
33  Batteries which are used in cars, trucks, and other wheeled vehicles.  
34  Case M.5421 - Panasonic/Sanyo , footnote 6 . 
35  Case  M.7655 - Berkshire Hathaway/The Duracell Business , para graphs  10-21. 
 
12 4.2.1.1.  Distinction between the OEM and retail channel s 
(a) The Commission's past practice  
(28) In its previous decisional practice, the Commission has considered putative 
industrial/consumer channels in the context of consumer batteries.36 However, the 
Commission has left op en whether the battery market should be segmented according to sales 
channel.37 The term 'industrial channel' as used in the Panasonic/Sanyo  precedent is largely 
synonymous with 'OEM  channel ': "The industrial channel would consist of sales to device 
manufac tures and pack makers (including private label suppliers) while the consumer 
channel according to the Parties consists of direct sales to wholesalers and retailers ".38 
(b) The Notifying Party's  view  
(29) The Notifying Party submit s that there is a distinction between the wholesale  supply of 
consumer batteries by specialized manufacturers to the OEM channel and the wholesale 
supply of consumer batteries by battery manufacturers to retailers and wholesalers, which is 
the level of trade where the Par ties mainly overlap.39 
(30) The Notifying Party  cites the arguments made by the Parties in Panasonic/Sanyo , which were 
as follows. First, the batteries that are sold to these two channels are different, as the batteries 
for the industrial channel are enhanced so  they are more reliable and have longer shelf life. 
Second, the batteries for the customer channel are standardized as opposed to the OEM 
channel, where the customers can have the products tailored to their own specifications. 
Third, consumer branding is s ignificantly more important at the consumer level as opposed to 
the OEM level. Fourth, the contractual terms for the customers in these two channels are also 
different. Fifth, the price levels in these two channels are different.40  
(c)  The Commission's assessment  
(31) The Commission's investigation has clearly indicated that consumer batteries sold in the 
OEM channel and consumer batteries sold in the retail channel are not viewed as being part 
of the same product market  due to differing con ditions of competition both on the demand 
side and on the supply side . 
(32) A majority of competitors replying to the Commission's market investigation consider that 
the wholesale supply of batteries to OEMs is distinct from the wholesale to retailers, taking 
into account market dynamics, competitors, product characteristics and prices.41 
(33) A competitor stressed the importance of the support function for sales to the OEM channel : 
"The sale to OEMs is distinct from the wholesale to retailers because whole sales busi ness 
regards the brand name of suppliers as important more than OEM business and OEM 
business considers the support function of suppliers as more important ."42 Another 
                                                 
36  Case M.5421 - Panasonic/Sanyo , paragraph 35.  
37  Case  M.5421 - Panasonic/Sanyo , para graph  33. 
38  Case M.5421 - Panasonic/Sanyo, ibid.  
39  Form CO, paragraph 120.  
40  Form CO, paragraph 124.  
41  Replies to Q2 - Questionnaire  to Competitors, question 5.  
42  Replies to Q2 - Questionnaire  to Competitors, question 5.1.  
 
13 competitor indicated  that cost, price and production to specification are more important 
commercial drivers for OEM sales: " OEM sales is more cost, price & technical specification 
driven. Wholesale is next to cost and price, more marketing driven (support for retailer sell 
out such as promotions, listing fees, POS material, brand, ...".43 Anoth er competitor 
explained that batteries  for the OEM channel are priced differently  and sometimes made to 
order:  "Technical / Industrial market is catered by different pricing levels and also with 
different product, sometimes tailor -made." 44 
(34) For these reason s, the Commission considers that it is appropriate to distinguish between the 
wholesale supply of consumer batteries to the retail channel and the wholesale supply of 
consumer batteries to the OEM  channel.  
4.2.1.2.  Distinction between primary (disposable) and secon dary (rechargeable) consumer batteries  
(a) The Commission's past practice  
(35) The Commission has previously drawn  a fundamental distinction between ‘primary’ 
(‘disposable’) batteries and ‘secondary’ (‘rechargeable’) batteries on the basis that primary 
batteries hold more energy by size/weight (i.e., have a higher ‘energy density’) than 
rechargeable batteries, but may be used after purchase only until their chemical charge is 
depleted before being discarded.45 
 
(b) The Notifying Party's view  
(36) The Notifying Party  submit s that a distinction between primary and secondary batteries need 
not be made, since (i)  retailers typically look to procure both primary and secondary batteries 
- reflecting the fact that they represent direct alternatives for consumers; (ii) secondary 
batteries are functionally identical to and substitutable for primary batteries, with the 
consumer being able to use an AA battery to power a given device, whether with a primary or 
a secondary battery, and with device power requirements not distinguishing  between 
disposable and rechargeable batteries; and (iii) secondary batteries are also marketed under 
the same brands, and are merchandised by retailers in the same in -store locations, as primary 
batteries.46 
 
(c) The Commission's assessment  
(37) The Commission's investigation has indicated that primary and secondary consumer batteries, 
a distinction which, as discussed in paragraph (9)(a) , is materially relevant only for the 
household category, are in separate markets.  
(38) First, secondary batteries require specific production equipment and are not produced by 
certain suppliers such as Spectrum and Energizer (which only purchase and resell seco ndary 
batteries).  
                                                 
43  Replies to Q2 - Questionnaire to Competitors, question 5.1.  
44  Replie s to Q2 - Questionnaire  to Competitors, question 5.1 . 
45  Case M.5421  – Panasonic/Sanyo , paragraph 11. See also Case  M.7655 - Berkshire Hathaway/The Duracell 
Business , paragraph 12.  
46  Form CO, para graphs  141-148. 
 
14 (39) Second, respondents to the market investigation point to significant differences in price, 
technical characteristics and intended use.47 For example, a  Swedish customer explained: 
"Rechargeable batteries are priced at a high premium, whic h is partially due to the fact that 
they are much more expensive to produce ." A Bulgarian customer further commented: 
"Rechargeable batteries are not substitutable with disposable batteries, considering use 
intensity and price ." 48 A Slovenian customer poin ted to different categories of users: 
"Disposable and rechargeable are not substitutable because of different type of users ."49 
These views were echoed by competitors. For example, a  competitor pointed  to significant 
differences in price and end use: " In pa rticular, rechargeable household batteries are more 
than five times the price of disposable household batteries. Moreover, on top of this premium 
for the batteries themselves, end -consumers also have to purchase a battery charger. 
Chargers can cost as much  as €40 ."50 
(40) Third, some respondents point out that certain electronic devices are not suitable for the use 
of rechargeable batteries while others are typically used with rechargeable rather than 
disposable batteries.51 
(41) Fourth, market participants highlight t he decline in sales of secondary batteries. A Swedish 
customer explained: " Rechargeable batteries sales are overall decreasing in volume year on 
year. Consumers appear to prefer the convenience of disposable batteries, even though the 
per unit price of rec hargeable batteries can be significantly lower than that of disposable 
batteries after the initial investment is made, as every rechargeable battery can be recharged 
hundreds of times ." 52 A competitor pointed out that " Rechargeable is a declining segment,  
[…]" .53 
(42) For these reasons, the Commission finds that primary (disposable) and secondary 
(rechargeable) consumer batteries are in separate relevant product markets.  
4.2.1.3.  Distinction based on chemistry  for the wholesale  supply of consumer batteries to the retail 
channel  
(a) The Commission's past practice  
(43) In previous decisions, the Commission has considered that the market for primary and 
secondary consumer batteries might be distinguishable according to their chemistry. Mor e 
specifically, the Commission has considered that: (i) primary household batteries could be 
further segmented into chemistries such as (a) carbon zinc, (b) alkaline, and (c) lithium;54 (ii) 
primary coin shaped/specialty batteries can be made from lithium, silver oxide, alkaline or 
                                                 
47  Replies to Q1 – Questionnaire to Customers, questi on 15. 
48  Replies to Q1 – Questionnaire to Customers, question  15. 
49  Replies to Q1 – Questionnaire to Customers, question  15. 
50  Replies to Q2 – Questionnaire to Competitors, question  18. 
51  Replies to Q1 – Questionnaire to Customers, question  15; R eplies  to Q2 – Questionnaire to Competitors, question  
18. 
52  Minutes of a call with a customer, 8 August 2018, 11:00 CET.  
53  Minutes of a call with a competitor, 8 August 2018, 14:00 CET.  
54  Case M.7655 - Berkshire Hathaway/The Duracell Business , paragraph 12.  
 
15 zinc air;55 and (iii) secondary batteries could be further segmented into chemistries such as (a) 
nickel cadmium (“NiCd”), (b) NiMH, (c) Li -ion, and (d) lithium.56  
(b)  The Notifying Party's view  
(44) In the Notifying Party's  view, the chem istry of primary and secondary batteries is not a 
relevant dimension for defining the boundaries of a relevant product market - both at the 
downstream level, and at the upstream wholesale level of supply.57 
(45) First, the  Notifying  Party contend s that final con sumers are mostly unaware of the particular 
chemistry embodied in the battery: the technical capabilities of the battery and its intended 
use are far more important considerations than chemical composition from the perspective of 
consumers.58  
(46) Second, the  Notifying Part y submit s that most suppliers of consumer batteries offer batteries 
based on all the different chemistries, that they either manufacture themselves or source from 
third parties. It is the retailers and the distributors which choose whether t hey want to source 
all types of chemistries from a single supplier or whether they prefer procuring these 
chemistries from multiple suppliers.59 
(47) Third, the Notifying Party  submit s that, within the primary household battery categories, 
carbon zinc, alkaline and lithium technology exist in a continuum of price and performance 
(in terms of running time), with carbon zinc at the lower end of the range and lithium at the 
higher end.60 
(48) Fourth, a s for secondary batteries, the  Notifying Part y submit s that no distinct ion needs to be 
drawn between chemistries, whether they are manufactured using (a) NiCd; (b) NiMH; (c) Li -
ion or (d) lithium.61  
(c) The Commission's assessment  
(49) The market investigation has indicated that end users do not tend to distinguish among the 
various c hemistries of consumer batteries .  
(50) A clear majority of customers replied that end users consider household batteries of different 
chemistries (alkaline vs carbon zinc, alkaline vs lithium , and lithium vs carbon zinc) to be 
substitutable taking into account  technical characteristics, intended use and price 
considerations.62 
                                                 
55  Case M.7655 - Berkshire Hathaway/The Duracell Business , paragraph 14.  
56  Case M.5421 - Panasonic/Sanyo , para graph  14. 
57  Form CO, paragraph 154.  
58  Form CO, par agraph  154. 
59  Form CO, par agraph  171. 
60  Form CO, paragraph  159. 
61  Form CO, paragraph 176 . 
62  Replies to Q1 – Questionnaire to Customers, question 15.  
 
16 (51) A Danish customer stated: " In Denmark, most people do not understand the difference 
between alkaline and other types of batteries. So they are substitutable. The only difference 
are the cu stomers who are looking for rechargeable batteries, they are non-substitutable ."63 
(52) A Czech competitor commented: "[…] most of consumers don´t understand the real technical 
difference across  chemistries, so they most often substitute batteries".64 
(53) Panasonic/Sanyo focused on the supply of household and specialty batteries to OEMs, and 
segmented the markets for consumer batteries on the basis of several criteria including 
chemistry. The market investigation had clearly shown limited demand -side substi tutability 
because OEM customers clearly differentiated between batteries of different chemistries  based 
on their diverging technical and performance characteristics  and therefore suitability for the 
devices that they manufacture . This Transaction , however , focuses on the supply of consumer 
batteries for the retail channel, and therefore  in this case  it is the purchasing behaviour of end 
consumers that determines demand -side substitutability . In this regard, t he market investigation 
has shown that end consu mers at the retail level have little awareness of the different kinds of 
chemistries when buying consumer batteries  and that there is therefore a high degree of demand -
side substitutability in the wholesale of consumer batteries for the retail channel . 
(54) For these reasons, the Commission finds that for the wholesale  supply of consumer batteries 
to the retail channel, it is not necessary to distinguish between batteries by chemistry . 
4.2.1.4.  Potential segmentations with in the w holesale  supply of household and speci alty batteries to 
the OEM channel  
(a) The Commission's past practice  
(55) In its decision in Panasonic/Sanyo , which assessed in detail the supply of household and 
specialty  batteries to OEMs, as the parties to that transaction were mainly active in the sale to 
OEM  customers, the Commission segmented  the markets for consumer batteries on the basis 
of rechargeability ( primary /secondary ), shape  (cylinder, coin, etc.) and chemistry .65 
(b) The Notifying Party's view  
(56) The Notifying Party submits that there is no need to provid e a market definition for the 
supply of consumer batteries to OEMs on the grounds that it does not appear to be relevant to 
the current case given  that neither Energizer nor Spectrum has significant sales in this 
market.66 
(c) The Commission's assessment  
(57) The Commission considers that the markets for the supply of household and specialty  
batteries to the OEM channel should be segmented based on rechargeability 
(primary /secondary ), shape (cylinder, coin) and chemistry (alkaline, lithium, silver oxide, 
zinc c arbon and NiMH) . This is in view of the conclusions of the Commission’s in -depth 
                                                 
63  Replies to Q1 – Questionnaire to Customers, question 15.  
64  Replies to Q2 – Question naire to Competitors, question 18.1.  
65  Case M.5421 - Panasonic/Sanyo , paragraphs 13 -32. 
66  Form CO, par agraph 125.  
 
17 investigation in Panasonic/Sanyo ,67 which focused on the market for the supply of household 
and primary  batteries to OEMs.  
4.2.1.5.  Distinction between branded and private label  consum er batteries  
(a) The Commission's past practice  
(58) In its Berkshire Hathaway/Duracell  and MEI/Philips  decisions, the Commission treated 
private label and branded supplies as part of the same relevant market at the “upstream” 
wholesale level, taking private labe l sales into account in its market share calculations.68 
(b) The Notifying Party's  view  
(59) The Notifying Party takes the view that branded batteries and private label consumer batteries 
form  part of the same relevant product market and fiercely compete  at the wholesale level , as: 
(i) this reflects its business experience (where the Parties face strong competition from private 
label supplier s and private label brands) ; (ii) this is how retailers sell battery products with 
identical performance ; and (iii)  this reflects the characteristics and the dynamics in the 
market, where sales of private label consumer batteries have grown, and this growth has been 
maintained, at the expense of branded consumer batteries.69 
(60) The Notifying Party further  submit s that private label and branded consumer batteries 
compete at the downstream retail level , which drives the level of interaction at the wholesale 
level, on the following grounds : (i) the quality of private label consumer batteries is similar to 
branded products;  (ii) private label consumer batteries continue to gain market share; (iii) 
retailers increasingly promote their own brands, (iv) consumer batteries are “low emotion” 
products characterized by low brand loyalty and reactivity of customers to promotions and  
special offers . In particular, the Notifying Party claim s that there is demand -side 
substitutability since end consumers increasingly do not differentiate between branded and 
private label batteries , as evidenced by the high share70 of private label batter y sales.71 
(c) The Commission's assessment  
(61) The market investigation has clearly indicated that branded and private label consumer 
batteries are not viewed as being part of the same product market . 72  
(62) First,  the vast majority of consumer battery customers who re sponded to the market 
investigation consider that it would not be an economically sound option for them to purchase 
                                                 
67  Case M.5421 - Panasonic/Sanyo . 
68  Case  M.7655 - Berkshire Hathaway/The Duracell Business , para graph  25. See also C ase M.2386 - MEI/Philips , 
paragraph  13. 
69  Form CO, par agraph  179. 
70  Sales of private label consumer batteries are currently at [20 -30]% in value and [30 -40]% in volume in the EEA, 
ranging from less than [0 -5]% to [60 -70]% at national level.  
71  Form CO, paragraph 201.  
72 Replies to Q1 – Questionnaire to Customers, questions 6 -11; Replies to Q3 – Questionnaire to Competitors, 
questions 6 -11. 
 
18 only private label batteries  or only branded batteries73 and that they do not source private 
label and branded batteries from the same supplier per EEA country .74 
(63) Second, a very large number of the customers who responded to the Commission's market 
investigation stated that they trade only in branded batteries,75 which suggests that there are 
different players on the market: those that enga ge in private label batteries trade, those that 
engage in only branded batteries trade and those that engage in trade of both branded and 
private label batteries. As one customer put it: " we want to be perceived as a brand 
distributor ".76 This seems to be c onfirmed by the competitors, the majority of whom have 
indicated that they do not sell white label and branded batteries to the same customers per 
EEA country.77 
(64) Third, of those customer s that trade in both branded and private label batteries, the majority 
explain that s election procedures for branded and private label batteries are often run 
separately, and often by different departments .78 As one customer  explained: " The negotiation 
timing and the negotiation process are organized separately for private lab el batteries and 
branded batteries. A bundling or combined sourcing does not take place, even though a 
branded partner can also offer private label, just at a different time ."79 The majority of 
competitors responding  to the market investigation that sell bo th branded and private label 
batteries have similarly stated that they have separate sales teams for the sales of branded and 
white label batteries in the EEA.80 As one competitor explained: " Branded consumer 
batteries requires more marketing activities whe reas white label does not ."81 Another 
competitor explained that sales teams are different due to "[ d]ifferent customers structure and 
price "82. In addition , the vast majority of consumer battery competitors that sell both branded 
and private label batteries do not sell private label and branded batteries to the same 
customers per EEA country83.  
(65) Fourth, customers apply different criteria  for the selection of branded and private label 
batteries.84 For example, in choosing a private label batteries supplier, cust omers consider 
factors such as t echnical specifications, commercial characteristics, logistics modalities, 
potential volumes  and prices, whereas in their choice of branded consumer batteries, factors 
such as the availability and frequency of promotions, br and value  and awareness  and market 
leadership are often considered key alongside volume and prices.85 As one customer 
explained : "Tender processes are different for the purchasing of branded and white label 
batteries to take into account different selection  criterias [and] different duration for 
procurement ".86 In the opinion of another customer : "The negotiation of private label and 
                                                 
73  Replies to Q1 – Questionnaire to Customers, question 7.  
74  Replies to Q1 – Questionnaire to Customers, question 8.  
75  Replies to Replies to Q1 – Questionnaire to Customers, question 6.1, question 7.1.  
76  Replies to Q1 – Questionnaire to Customers, question 7.1.  
77  Replies to Q3 – Questionnaire to Competitors, question 7.  
78  Replies to Q1 – Questionnaire to Customers, questions 6 and 8.  
79  Minutes of a call with a customer, 31 July 2018, 16:00 CET.  
80  Replies to Q3 – Questionnaire to Comp etitors, question 6.  
81  Replies to Q3 – Questionnaire to Competitors, question 6.1.  
82  Replies to Q3 – Questionnaire to Competitors, question 6.1.  
83  Replies to Q2 – Questionnaire to Competitors, question  7. 
84  Replies to Q1 – Questionnaire to Customers, q uestion 6.1 . 
85  Replies to Q1 – Questionnaire to Customers, question 6.1 . 
86  Replies to Q1 – Questionnaire to Customers, question 6.1 . 
 
19 branded are based on a completely different commercial logic, it is unthinkable to conduct a 
single negotiation ."87 Furthermore,  the purchase of private label batteries typically involves 
additional checks  and quality tests , in particular with regard to health , safety  and technical 
standards.88  
(66) Fifth, an overwhelming majority of customers and competitors that responded to the 
Commission's mar ket investigation stated that end consumers perceive technical or quality 
differences between private label and branded consumer batteries.89 The market investigation 
showed that c onsumer preferences are based on several factors, such as pri ce, brand loyalty 
and expected lifetime. For example, branded batteries were said to be perceived by consumer 
as being of " better " "superior " or "higher quality ", "more precisely processed ", "more 
technical ", "more innovative ", of having a " longer life " and being products in which 
consumers " place more trust ".90 Private label batteries were described as being perceived by 
consumers as "much cheaper " and as being of "lower " or " inferior  quality ".91 As one 
customer explained: " The brand value of for example Varta or Duracell is substantial in 
Denmark. We as a company do much to promote our white label items, but the branded 
batteries are still king ."92  
(67) According to another  customer, branded batteries are a "must -stock " item, which it could not 
delist, as it would then lose all brand -loyal customers.93 This customer explained that even if 
in general it is growing its offering of private label batteries, "[ n]evertheless, consumers still 
trust brands more. Customers that buy private label batteries tend to be more  price -
oriented ".94 Furthermore, despite the availability of literature on product testing and 
comparisons of the performance of branded and private label batteries , "brand recognition 
has remained quite unchallenged – at least for the group of brand -conscious buyers ".95 
(68) Sixth, b rand recognition was shown to be very important, with the vast majority of customers 
indicating that brand recognition was important or very important when selecting a supplier, 
both from a wholesaler/retailer and form an end -consumer point of view.96 This is reflected in 
the fact that m arketing activity in general is a very important driver of battery sales. For 
example, a customer reports that, if a manufacturer is engaged in a marketing campaign for 
its brand of batteries in a particular period of time, it is a good idea to stock that brand for that 
period of time.97 As one customer  explains , promotions are " a good way to attract the 
attention of consumers ", with that customer offering " several (on average 6 -8) price 
                                                 
87  Replies to Q1 – Questionnaire to Customers, question 7.1; translated from Italian original " Le negoziazioni della 
private label e quelle della marca si fondono su logiche commerciali completamente diverse, è impensabile fare una 
negoziazione unica ." 
88  Replies to Q1 – Questionnaire to Customers, question  6. 
89  Replies to Q1 – Questionnaire to Customers, question 9 ; Replie s to Q2 – Questionnaire to Competitors, question 8 . 
90  Replies to Q1 – Questionnaire to Customers, question 9 .1. 
91  Replies to Q1 – Questionnaire to Customers, question 9 .1. 
92  Replies to Q1 – Questionnaire to Customers, question 9 .1. 
93  Minutes of a call with a customer, 31 July 2018, 16:00 CET . 
94  Minutes of a call with a customer, 31 July 2018, 16:00 CET . 
95  Minutes of a call with a customer, 31 July 2018, 16:00 CET.  
96  Replies to Q1 – Questionnaire to Customers, question 26. For instance, one customer explained specifically with 
respect to hearing aid batteries: " brand recognition matte rs in the hearing aid battery market. The battery business is 
a brand business. " Minutes of a call with a customer, 26 July 2018, 15:30 CET.   
97  Minutes of a call with a customer, 8 August 2018, 11:00 CET.  
 
20 promotions o ver the year. Timing and purchase conditions are usually negotiated with the 
manufacturer ."98  
(69) For retailers it seems to be important to have  appealing and well -recognised battery brands in 
their store in order to draw customers' attention to their battery offer. A customer commented: 
"Consumer  batteries are purchased on impulse as a "coincidental purchase ". Most 
consumers do not enter grocery stores like ALDI or EDEKA with the purpose of buying 
batteries: these are usually not planned purchases. Consumers need milk or sugar and may 
then decide spontaneously to buy batteries as well. Therefore, the eyecatching placement of 
batteries is of crucial importance to incentivize unplanned impulse purchases ".99 
(70) Seventh , the results of the market investigation show th at there are significant price 
differences between branded and private label consumer batteries. C ustomers' replies 
indicated that depending on the battery type, branded products are on average around 50% 
and up to 75% (and in some cases, even up to 200%) more expensive at the wholesale 
level,100 whereas replies from competitors suggest that, depending on the battery type, 
branded products are up to 300% more expensive at the wholesale level101 and that profit 
margins are proportionally higher for branded batte ries than for private label products .102 In 
this context, a customer explained for instance that on the German market, the prices of 
private label batteries are driven by the price signals from the private label offerings of big 
German discounter retailers. By contrast, given that the price -setting discount retailer Aldi is 
not active in the branded batteries segment, price competition among other German retailers 
is less fierce in the branded segment. 103 
(71) Eighth, the different price levels for branded and priv ate label consumer batteries are also 
reflected in the Parties' internal documents which show that branded products can command a 
price premium when compared with private label batteries.  An Energizer document cites as 
one of the main considerations for pr ivate label supply " [Comment on margins] ".104 The same 
Energizer document states " [Comments on private label and brands] " and that " [Comments 
on private label and brands] ". 
(72) Ninth, the respective strength of competitors differs between the sale of branded and  private 
label batteries. A competitor contends in this context that V arta, Energizer and Duracell 
compete head -to-head in branded batteries, (although there are some markets/countries where 
Duracell is a weaker, more distant competitor to V arta and Energi zer), but not with regard to 
private label batteries.105 
(73) Tenth , as regards the alleged growth of private label battery sales, such growth appears to 
have slowed down or stopped in a number of EEA countries.106 Furthermore, a  competitor 
                                                 
98  Minutes of a call with a customer, 31 July 2018, 16:00 CET.  
99  Minutes of a call with a customer, 31 July 2018, 16:00 CET  
100  Replies to Q1 – Questionnaire to Customers, question  11.1.  
101  Replies to Q2 – Questionnaire to Competitors, question  10.1.  
102  Replies to Q2 – Questionnaire to Competitors, question  10.2.  
103  Minutes of a call with a customer, 31 July 2018, 16:00 CET . 
104  Energizer internal document [Internal document] , submitted as 5(4) Annex 13 . 
105  Minutes of a call with a competitor, 8 August 2018, 14:00 CET.  
106  For instance, between 2008 and 2017 the value share of private label went from [20-30]% to [20-30]% in Belgium, 
from [30-40]% to [20-30]% in France, from [10-20]% to [10-20]% in Italy, and from [10-20]% to [10-20]% in the 
UK (Annex 34.1 to the reply to RFI 3) .  
 
21 submits that, insofar as  there is nonetheless growing demand for private label batteries, it is 
not driven by a particular battery -related consumer choice inside the stores; the increasing 
popularity  of private lab el batteries simply reflects the overall trend that increasingly m ore 
people are shopping in discounters than in grocery stores. This is currently the case in 
countries such as Germany and Spain, where discounters (e.g. Aldi, Lidl and Mercadona 
respectively) have an increasing demand and consumers move to the same extent  to private 
labels. 107 Not all end consumers who switch from branded batteries to private label do so of 
their own volition. A number of consumers who buy private label batteries in discount stores 
would not buy private label batteries in grocery stores, wh ere they are offered the choice 
between branded and private label.  
(74) For these reasons, the Commission finds that branded consumer batteries are in a separate 
relevant product market, distinct from private label consumer batteries.  
4.2.1.6.  Distinction between household batteries and specialty batteries  
(a) The Commission's past practice  
(75) The Commission has previously assessed  coin-shaped108 and cylindrical consumer batteries  
separately .109 In particular, the Commission found that, in contrast to cylindrical batteries, 
primary coin -shaped batteries make up almost all sales of coin -shaped batteries.  As discussed 
in paragraph (9)(b) ), the term 'coin shaped batteries ' largely coincides with 'specialty 
batteries'.  
(b) The Notifying Party's view  
(76) The Notifying Party indicate s that a distinction can be made between household and specialty 
batteries.110  
(77) Within household batteries, the  Notifying Part y submit s that the different sizes and shapes of 
such batteries can be seen as forming part of one overall market at the wholesale supply level.  
From a supply -side perspective, most manufacturers offer (or can easily offer through 
contract manufacturing by a third party) all different shapes and sizes of household 
batteries.111 
(78) Within specialty batteries, the  Notifying Part y submit s that the different sizes and shapes of 
such batteries can also be seen as forming part of one overall market at the wholesale supply 
level. From a supply -side perspective, manufacturers typically offer the full range of specialty 
batteries through third party supply manufacturing arrangements.112  
                                                 
107  Minutes of a call with a competitor, 8 August 2018, 14:00 CET.  
108  The term ' Coin shaped batteries ' largely coincide s with 'specialty batteries ' (see par agraph  (9)(b) ) 
109  Case M.5421 - Panasonic/Sanyo , paragraph 14; Case M.7655 - Berkshire Hathaway/The Duracell Business , 
paragraph 14.  
110  Form CO, paragraph 97.  
111  Form CO, paragraph 135.  
112  Form CO, par agraph  136. 
 
22 (c) The Commission's assessment  
(79) The Commission concludes that household and specialty batteries  are in separate relevant 
product markets .  
(80) First internal documents show that the Parties attach importance to those different battery 
segments .113 
(81) Second , feedback from customers and competitors  indicates that tenders are often run for 
household and specialty batteries separately and that household and specialty  batteries  are 
sourced  from different suppliers in ranges114, notably because purchase price s, offerings , 
profit margins115 and end consumer perception of branded vs private label products differ for 
household compared to specialty batteries .116 For ex ample, a  Spanish customer commented: 
"Household batteries present a minor differenciation (specially concerning toys or simple 
devices). Differentiation grows along with the device energy requirements. S pecialty batteries 
definitely present a big differentiation. Branded miniatures and lithium batteries perform 
significantly better, in our opinion. "117 Furthermore, o ne competitor  explain ed specifically 
that household batteries should be distinguished from specialty batteries, contrasting  "the 
common AA, AAA type alkaline batteries (general purpose category or the 'historical' 
business) " with "the specialty battery segment (e.g. lithium coin and button ce lls) as a 
growing and fast moving business ".118 
(82) Third , asked whether it was important for their customers to be able to purchase household 
and specialty consumer batteries under the same contract  from the same supplier , none of the 
competitors replying answe red that this is important or very important.119 
(83) Fourth , on the question how easy it is for a supplier to offer both household and specialty 
batteries to customers that demand both categories, a majority of competitors replying 
answered that this is difficul t or fairly difficult.120 
(84) Fifth , while most battery suppliers are able to supply both categories, suppliers seem to differ 
in strength, with diverging market shares, between  those categories. Producing household 
consumer batteries on the one hand and special ty consumer batteries on the other hand 
requires specific production equipment. Therefore, specialty batteries are not produced by 
certain suppliers such as Spectrum (who only purchases and resells secondary batteries).  
(85) For these reasons, the Commission f inds that household batteries and specialty batteries are in 
separate relevant product markets.  
                                                 
113  See Energizer internal document "[Internal document] ", submitted as 5(4) Annex 33  
114  Replies to Q1 – Questionnaire to Customers, question  8.2 
115  Replies to Q1 – Questionn aire to Customers, questions 11.1; R eplies to Q2 – Question naire to Competitors, 
questions 10.1, 10.2.  
116  Replies to Q1 – Questionnaire to Customers, 9.2; R eplies to Q2 – Question naire to Competitors, question 8.2.  
117  Replies to Q1 – Questionnaire to Customers, 9.2. 
118  Minutes of a call with a competitor, 8 Augus t 2018, 14:00 CET.  
119  Replies to Q2 – Question naire to Competitors, question 13.  
120  Replies to Q2 – Question naire to Competitors, question 15.  
 
23 4.2.1.7.  Hearing aid batteries as a distinct relevant product market   
(a)  The Notifying Party's view  
(86) The Notifying Party submit s that for  the purposes of this Transaction , hearing aid batteries 
should be considered separately , since (i) hearing aid batteries were developed specifically to 
fit and work well only with hearing aid devices, (ii)  hearing aid batteries are smaller in size 
than the vast majority of other consumer batteries and feature different packaging that is 
designed, inter alia, to facilitate the placement of a hearing aid battery into a hearing aid 
device; (iii) hearing  aid batteries are primarily so ld through specialist audiologist stores or 
provided through  the healthcare systems of certain Member States, as opposed to the other 
types of consumer batteries which are sold primarily through the mass retail channel . 121 
(87) The Notifying Party further submit s that it is not necessary to further segment the relevant 
market into primary and secondary  hearing aid batteries , since neither Energizer nor 
Spectrum sell secondary hearing aid batteries.122  
(88) The Notifying Party also submit s that  segmentation on the basis of chemistry is not 
appropriate for hearing aid batteries, since the total sales of silver oxide hearing aid batteries 
(designed specifically for waterproof devices) are so small as to render any conclusion 
regarding possible seg mentation by chemistry largely meaningless.123 
(b) The Commission's assessment  
(89) The results of the market investigation confirm the Parties' view that hearing aid batteries 
should be considered separately . For the following reasons the Commission finds that heari ng 
aid batteries constitute a separate relevant product market, distinct from other consumer 
batteries.   
(90) First, there is no demand -side substitutability between hearing aid batteries and other types of 
specialty batteries since customers cannot use them in terchangeably.  
(91) Second, producing hearing aid batteries on the one hand and other specialty consumer 
batteries on the other hand requires specific production equipment. Therefore, the identity and 
respective strength of producers differ. For instance, Duracell and Energizer do not produce 
their own hearing aid batteries and have a much more limited market position in hearing aid 
batteries than in other types of batteries.  
(92) Third, the most important brands used in the EEA for hearing aid batteries and oth er batteries 
differ in part. For instance, Spectrum Brands uses the Rayovac brand for sales of its hearing 
aid batteries while using the Varta brand for its sales of other specialty batteries. Similarly, 
PowerOne, an important hearing aid brand in the EEA,  is not used for specialty batteries.  
(93) Fourth , hearing aid batteries are typically available for sale  through different sales channels as 
compared with ho usehold and specialty batteries. In addition to the mass retail channel, 
hearing aid batteries are also  available through  audiologists,  specialised doctors and  national 
health systems.  
                                                 
121  Form CO, paragraphs 1356 -1359,  
122  Form CO, paragraphs 1364 -1365.  
123  Form CO, paragraphs 1365 -1369.  
 
24 (94) Fifth, in certain countries in the EEA, national health systems provide subsidies for hearing 
aids and hearing aid batteries (e.g. Denmark, Netherlands, Sweden and Norway124). As one 
customer explained, in those countries, social security or national health services procure 
hearing aids and hearing aid batteries by way of a public tender on two -year contracts.125 
When submitting quotes to such a social security or national health  service in those countries, 
hearing aid manufacturers tend to agree a price with a hearing aid battery manufacturer and 
quote together. In those markets, Varta M icrobattery126 and Rayovac would each pair up with 
a local hearing aid company and have the complete market for two years at a time.127 The 
dynamics for competition, on those markets, is therefore quite different for branded hearing 
aid batteries than for other types of b randed specialty batteries.  
(95) Sixth , for a supplier it is not necessary to have hearing aid batteries in a range of consumer 
batteries. A significant number of wholesale and retail customers responding to the 
Commis sion's market investigation have indicated that they either do not trade in hearing aid 
batteries or that hearing aid batteries represent a very small part of their business.128 For 
example, one customer explains that hearing aid batteries are not a " very important type of 
batteries in our business ", but that it is " more of a "nice to have and offer" product ".129 A 
German customer explained further that: " Hearing aid batteries are not considered as 
essential product, but as a product for rounding off the product range ".130 Another customer 
remarked: " The proportion of sales of [hearing aid]  batteries is so small compared to 
alkaline batteries that this is only an additional offer for our customers ."131  
(96) For these reasons, the Commission finds that hearing aid batteries are in a separate relevant 
product mark et, distinct from other consumer  batteries.  The Commission further finds that for 
the purposes of the present Transaction, it is not necessary to further subsegment the relevant 
product market for hearing aid batteries by chemistry or rechargeability.  
4.2.1.8.  Distinction between different retail channels for hearing aid batteries  
(a)  The Notifying Party's view  
(97) The Notifying Party submit s that it is not appropriate to define the audiologist and the non -
audiologist retailer channels as separate relevant product markets, since (i) there is no 
competitive overlap between the Parties as regards audiologist retailers (because Energizer 
                                                 
124  According to the information supplised by the Parties in the Form CO, paragraph 1376, Table 6.II.4 and in their 
Reply to RFI 1, paragraph 2,a number of EEA countries provide some form of reimbursement for hearing aid 
batteries regardless of where these are  purchased (Bulgaria, Finland, Germany, Liechtenstein, Norway) and for 
purchases made via pharmacies or audiologists (France) or via a community audiology service (Ireland). In other 
EEA countries, hearing aid batteries are provided free of charge (Denmark , UK), or at a subsidised rate (Hungary) or 
are otherwise subsidised via tax deductions (Italy). Conditions for being eligible to participate in the support scheme 
vary from country to country.  
125  Minutes of a call with a customer, 26 July 2018, 16:00 CET.   
126  As explained in section 4 above, Varta Microbattery is a separate entity (and not part of the Target Business) that 
owns the rights to use the Varta brand in specialty and hearing aid batteries.  
127  Minutes of a call with a customer, 26 July 2018, 16:0 0 CET.  
128  Replies to Q1 – Questionnaire to Customers, question 14.1 . 
129  Replies to Q1 – Questionnaire to Customers, question 14.1 . 
130  Replies to Q1 – Questionnaire to Customers, question 14.1.  
131  Replies to Q1 – Questionnaire to Customers, question 14.1 . 
 
25 does not sell to audiologists), and (ii) both Parties sell their hearing aid batteries as part of the 
respective consumer battery offerings to non -audiologist retailers.132 
(b) The Commission's assessment  
(98) The results of the market investigation indicate that the  mass retail c hannel (i.e. traditional 
retailers such as grocery stores, do -it-yourself stores and other consumer retail stores where a 
range of consumer products are made available) for hearing aid batteries constitutes a 
separate relevant product market , distinct from  the specialist hearing aid retail channel (e.g. 
audiologists) .  
(99) First, not all suppliers are active in all channels.  For example, Energizer does not sell to the 
OEM channel or to audiologists, only to the mass retail channel.133 
(100)  Second, dedicated personnel and marketing strategies are necessary for suppliers to market 
and sell their products in other channels (e.g. audiologists, national health services).134 
(101)  Third, the vast majority of cus tomers in the mass retail channel that responded to the 
Commission 's mar ket investigation have stated that they do not compete with other types of 
sales outlets, only with other mass  retailers like themselves, in the sale of hearing aid 
batteries.135 
(102)  Fourth, in those countries where national health systems subsidise hearing aids  and hearing 
aid batteries, end -consumers have a strong preference for buying hearing aid batteries in the 
specialist (e.g. audiologist) channel . As one hearing aid customer explains: " in Denmark, 
where hearing aid batteries are provided to consumers for f ree in hearing aid shops, the 
consumers have no incentive to purchase these via any other channel. In France, however, 
where consumers have to pay for their own hearing aid batteries, there is more competition 
between the different sales channels ."136 In those countries where end -consumers still have to 
pay for hearing aid batteries, but may be partially reimbursed by national health systems, end -
consumers also seem to have a preference for specialist rather than the mass retail channel,  as 
this makes reimbursement from the national health system easier. As one French retailer 
explains: " Social Welfare can reimburse 60% of the price of the Hearing aid batteries. It is 
easier to be paid back when the sell is made in the audiologist’office than when it is  made in 
a retailer store ."137 
(103)  Fifth, the sale of hearing aid batteries in channels other than the mass retail channel are 
typically accompanied with supplementary services, e.g. checking the proper fitting of a 
hearing aid, showing the end -consumer how to r eplace the battery, discussing the end -
consumer's other needs with respect to the hearing aid.138 Such services are not available in 
the mass retail channel.  For example, as one retailer customer explains: " With us, the 
                                                 
132  Form CO, paragraphs 1389 -1390.  
133  Form CO, paragraphs 1326, 1336, 1482 -1483.  
134  Form CO, paragraphs  1487 -1497.  
135  Replies to Q1 – Questionnaire to Customers, question 14.  
136  Minutes of a call with a customer, 20 July 2018, 11:00 CET; See also Replies to  Q3 – Questionnaire to Hearing Aid 
Batteries Customers, question 7.1.  
137  Replies to Q1 – Questionnaire t o Custom ers, question 14.1.  
138  Form CO, paragraph 1316; Replies to Q1 – Questionnaire t o Customers, question 16.1; Replies to Q2 – 
Questionnaire to Comp etitors, question 19.1.  
 
26 customer must know exactly what type o f hearing aid battery they need and should also be in 
the position to insert the battery by themselves. At the audiologist, the customer pays a higher 
price, but is however advised more intensively and in case of doubt, even gets the battery put 
in. Self -service vs. consultation ".139 This is echoed by  an Italian customer (a retail er): "To 
date, the customer purchases hearing aid batteries mainly from specialised operators for 
greater assistance in assembly and a sense of security ."140 Ultimately, as another cus tomer (a 
retailer) explained, the channel in which end -consumers choose to purchase hearing aid 
batteries is " based on end consumer needs if they need technical support they buy in sales 
channels as audiologists, doctor’s offices,....if they don't they go to mass  [retail channel ]."141 
(104)  Sixth, in channels other than the mass retail channel, the sale of hearing aid batteries is 
sometimes made complementary (and often at a significant discount) with the purchase of a 
hearing aid. The mass retail channel, therefor e, can be seen as a replenishment channel 
only.142 
(105)  Seventh, many customers in the mass retail channel do not consider hearing aid batteries to 
be an essential product, but rather as a product to round off the product range.143 Indeed, 
many customers in the mass retail channel that responded to the Commission's market 
investigation stated that they do not at present engage in the sale of hearing aid batteries.144 
This is also the view of the Parties.145 
(106)  For these reasons, the Commission finds that the wholesale supply of hearing aid batteries to 
the mass retail channel constitutes a separate relevant product market, distinct from other 
retail channels.  
4.2.2.  Wholesale supply of p ortable battery chargers  
(107)  While portable battery charger s can take various forms, their fundamental function is to 
recharge empty household batteries.  Chargers and rechargeable batteries do not need to have 
the same brand in order to be compatible and to charge a battery.  
(a)  The Commission's past practice  
(108)  The C ommission has not considered the market definition of battery chargers in previous 
cases . In its Berkshire Hathaway/Duracell  decision146, the Commission made reference to 
battery chargers but did not assess those products  due to the insignificant presence of  
Duracell in the sale of battery chargers.  
                                                 
139  Replies to Q1 – Questionnaire to Customers, question 16.1 (Traslation from German original: " Bei uns muss der 
Kunde ganz genau wissen, welchen Typ einer Hörgerätebatterie er braucht und sollte somit auch in der Lage sein, 
die Bat terie selbstständig einzusetzen. Bei einem Hörakustiker bezahlt der Kunde einen höheren Preis, wird jedoch 
intensiver beraten und bekommt die Batterie im Zweifel noch eingesetzt. Selbstbedienung vs. Beratung .") 
140  Replies to Q1 – Questionnaire to Customers , question 16.1 (Translation from Italian original: " Ad oggi il cliente 
acquista le pile per apparecchi acustici principalmente presso gli operatori specializzati per avere maggiore 
assistenza al montaggio e senso di sicurezza .") 
141  Replies to Q1 – Questionnaire to Customers, question 16.1.  
142  Replies to Q2 – Questionnaire to Competitors, question 19.1.  
143  Replies to Q1 – Questionnaire t o Custom ers, question 14.1.  
144  Replies to Q1 – Questionnaire to Customers, question 6.1, question 7.1, question 14 .1. 
145  Form CO, paragraph 573; Parties' reply to RFI 3, paragraph 49.  
146  Case M.7655 - Berkshire Hathaway/The Duracell Business . 
 
27 (b) The Notifying Party's view  
(109)  The Notifying Party consider s that the product market definition with respect to portable 
battery chargers can be left open in this case as, irrespective of the precise market definition , 
the Transaction cannot be considered to impede effective competition.  However, the  
Notifying Party  submit s that the only level of trade that is relevant in the context of the 
Parties’ activities with respect to chargers is the wholesale supply of portable battery chargers 
to retailers and wholesalers.  
(c)  The Commission's assessment  
(110)  The Commission considers that the relevant market consists of the wholesale supply of 
branded portable battery chargers without further subsegmentation , in particular beca use 
those chargers are compatible with rechargeable batteries of the same size regardless of the 
make or brand of the charger and the rechargeable battery.147 As portable battery chargers are 
a closely related product to consumer batteries  and are often sold  in packs, together with a set 
of rechargeable batteries148, the Commission considers that branded portable battery chargers 
can be distinguished from private label portable battery chargers in the same way as for 
consumer batteries.  
4.2.3.  Wholesale supply of p ortable lighting products  
(111)  Portable lighting products  can take various forms, ranging from handhelds/flashlights, 
lanterns, headlights to mini -lights and special lights.  
(a) The Notifying Party's view  
 
(112)  The Notifying Party consider s that the product market definition with respect to lights can be 
left open in this case as, irrespective of the precise market definition adopted, the Transaction 
cannot reasonably be conceived as giving rise to any meaningful competition concerns.  
(b) The Co mmission's assessment  
(113)  The Commission conside rs that the relevant market consists of branded portable lighting 
products without further subsegmentation , in particular because they are substitutable in 
terms of running costs, price and intended use, namely t o provide a portable source of light.  
In addition, internal documents from the Parties show that [Internal document ].149 
 
4.2.4.  Conclusion on relevant product markets  
(114)  On the basis of the foregoing, the Commission finds that : 
(a) The market for the wholesale supply of  branded consumer batteries to the consumer 
channel constitutes a distinct relevant product market, separate from the wholesale 
supply of consumer batteries to the OEM channel.  
                                                 
147  Form CO, paragraph 1575.  
148  Form CO, paragraph 1573.  
149  Spectrum internal document "  [Internal document] ", slide 17, submitted as 5(4) Annex 14  
 
 
28 (b) The market for the wholesale supply of branded consumer batteries constitutes a  
distinct relevant product market, separate from the wholesale supply of private label 
consumer batteries.  
(c) Within the market for the wholesale supply of branded consumer batteries, the 
wholesale supply of primary (disposable) batteries constitutes a distin ct relevant 
product market, separate from the wholesale supply of secondary (rechargeable) 
batteries.  
(d) The markets for the wholesale supply of (i) branded specialty batteries and (ii) 
branded hearing aid batteries, constitute distinct relevant product mark ets, separate 
from the wholesale supply of (iii) branded household batteries.  
(e) The mass retail channel for hearing aid batteries constitutes a separate relevant 
product market from other sales channels for hearing aid batteries.  
(f) With regard to the wholesale supply of household and specialty batteries to OEMs, it 
is appropriate to further subsegment the relevant product market accordin g to 
chemistry.  
(g) It is no t necessary, for the purposes of the present Transaction, to further subs egment 
the market for the wholesale supply of branded consumer batteries to the retail 
channel according to chemistry.  
(h) The market for branded portable chargers can be considered to constitute one relevant 
product market without further subsegmentation.  
(i) The market for branded portable lighting products can be deemed to form one relevant 
product market without further subsegmentation.  
4.3. Geographic market definition   
4.3.1.  Wholesale supply of b randed consumer  batteries  to the retail channel  
(a) The Commission's past practice  
(115)  In Panasonic/Sanyo150 the Commission considered that the geographic scope of cylindrical 
lithium batteries is at least EEA -wide in scope and assessed each affected market by reference 
to the parties’ shares at an EEA -level and at a worldwide level. However, this case focused on 
consumer batteries in the industrial ( OEM) channel. The exact geographic market definition 
was ultimately left open.  
(b) The Notifying Party's view  
(116)  The Notifying Party submit s that the geographic market for the supply of consumer batteries 
is wider than national  in scope.151 
                                                 
150  Case M.5421 - Panasonic/Sanyo . 
151  Form CO, paragraph 196  
 
29 (117)  First, the Notifying Party contend s that manufacturing facilities are located around the world 
and supply is shipped from those facilities into the EEA. Inde ed, Energizer has no 
manufacturing facilities in the EEA. In addition, many battery suppliers, including the 
Parties, are supplied by third -party manufacturers located in Asia.152 
(118)  Second, the  Notifying Part y claim s that from a demand -side perspective, there are also 
several arguments to support a relevant geographic market that is broader than national. 
Customers (retailers) either buy directly from a manufacturer or via a European buying 
alliance. When customers buy directly, they reach out to consumer batte ry suppliers at both 
national and international levels.153 
(119)  Third, the  Notifying Part y submit s that some customers also operate with a European 
warehouse system. For instance, when Spectrum supplied [Comments on distribution 
methods] .154 
(120)  Nonetheless, the Notify ing Party has provided market data and a competitive assessment at 
the national level.  
(c) The Commission's assessment  
(121)  Contrary to the arguments of the Notifying Party , the Commission's investigation did not 
confirm that the markets for consumer batteries , namely the relevant markets for branded 
household primary batteries, branded household secondary batteries, branded specialty 
batteries and branded hearing aid batteries, are wider than national. This is for the following 
reasons.  
(122)  First, the presence of diff erent brands and consumers' brand perception varies across Member 
States. The market investigation confirmed that customer preferences differ materially in 
terms of preferred brands among EEA countries. Both customers and competitors stated that 
brand perc eption varies on a national basis.155 For example, a  customer explained that " […] 
consumers in different countries in the EU have different preferences for some hearing aid 
battery brands over others, which in […]'s view is driven by brand loyalty ."156 A hearing aid 
battery customer stated that " […] brand power and brand recognition matter to a certain 
extent." and that they were  "[…] aware of geographical differences. For example, VARTA 
Microbattery is recognized as being very powerful in Germany ".157 
(123)  Secon d, there appear to be material differences among Member States in business models, 
channels to market and distribution strategies.  Internal documents show that [Internal 
document ].158 The market investigation confirmed that suppliers sell their consumer batt eries 
at different prices according to the country.159 For example, a  competitor commented: " The 
                                                 
152  Form CO, paragraph 190  
153  Form CO, paragraph 193  
154  Form CO, paragraph 195  
155  Replies to Q2 – Question naire to Competitors, question 22; R eplies to Q1 – Questionnaire to Customers, question  
19. 
156  Minutes of a call with a customer, 7 August 2018, 15:00 CET.  
157  Minutes of a call with a customer, 23 July 2018, 12:00 CET.  
158  See for instance internal Energizer document – [Internal document] , submitted as 5(4 ) Annex 32 . 
159  Replies to Q2 – Question naire to Competitors, question 21.  
 
30 pricing depends on the relevant country and is done market by market ."160 Furthermore, a  
customer explained: " In the European Union, [the customer] is aware of som e price 
differences from country to country, but is of the view that these price differences are 
becoming increasingly narrower ."161 
(124)  Third, there seem to be substantial differences among Member States in terms of retailer 
landscape and procurement strategies  of retailers. The market investigation clearly indicated 
that the typical scope of contracts with suppliers of consumer batteries is national.162 As a 
competitor commented: " Even for customers that are present in more than one country, the 
procurement often  has a national element, which means that suppliers compete for selling 
batteries in individual countries. "163 A customer explained: " Each of the EEA countries in 
which [customer] is present negotiates its own batteries supply contracts taking into 
consideration its domestic demand and procurement constraints ."164 
(d) Conclusion on geographic market definition  for the wholesale supply of consumer 
batteries  to the retail channel  
(125)  For the purpose  of this Decision and for  the relevant markets for the wholesale  supply of 
consumer batteries, the Commission will assess the effects of the Transaction at  national  level  
given the varying presence of different brands and consumers' brand perception across 
Member States , the material differences among Member States in business models, channels 
to market and distribution strategies, as well as the differences in retailer landscape and 
procurement strategies of retailers  among Member States . 
4.3.2.  Wholesale supply of branded consumer batteries to the OEM channel  
(a) The Notifying Party's view  
(126)  The Notifying Party submit s that the geographic market for the supply of consumer batteries 
to OEMs is at least in EEA -wide in scope , in line with the Commission decision in 
Panasonic/Sanyo165 166 
(b) The Commission's assessment  
(127)  The Commission considers that the geographic scope of the market for the supply of 
consumer batteries to OEMs is EEA in scope , in view of the conclusions of the 
Commission’s in -depth investigation in Panasonic/Sanyo167, which focused on the market for 
the su pply of consumer batteries to OEMs.  
                                                 
160  Minutes of a call with a competitor, 8 August 2018, 14:00, paragraph 27.  
161  Minutes of a call with a customer, 26 July 2018, 16:00 CET, paragraph 10.  
162  Replies to Q2 – Question naire to Competitors, question 20; R eplies to Q1 – Questionnaire to Customers, question  
17. 
163  Replies to Q2 – Questionnaire to Competitors, question 20.1 . 
164  Replies to Q1 – Questionnaire to Customers, question 17 .1. 
165  Case M.5421 - Panasonic/Sanyo . 
166  Form CO, paragraph 128 . 
167  Case M.5421 - Panasonic/Sanyo . 
 
31 4.3.3.  Wholesale supply of b randed battery chargers  
(a) The Notifying Party's view  
(128)  The Notifying Party submit s that the market for the supply of branded battery chargers to 
retailers and wholesalers is at least EEA -wide, and proba bly worldwide in its geographic 
scope.168  
(129)  First, the Notifying Party argue s that from a supply -side perspective manufacturing facilities 
are located around the world and supply is shipped from those facilities into the EEA. 
[Information on production facili ties]. The  Notifying  Party  claim s that transportation costs 
are low relative to the value of the chargers, while tariff rates are set at very low levels 
worldwide.169 
(130)  Second, the  Notifying Part y submit s that from a demand -side perspective, the geographic 
scope of the market for branded battery chargers is at least EEA -wide in scope, for the same 
reasons that are set out above in Section 4.3.1  with respect to consumer batteries.170 
(b) The Commission's assessment  
(131)  The Commission considers that the geographic scope of the market for branded battery 
charge rs is national, based on  the same supply -side and a demand -side considerations as set 
out in Sectio n 4.3.1  with respect to consumer batteries.  
4.3.4.  Wholesale supply of b randed portable lighting products  
(a) The Notifying Party's view  
(132)  The Notifying Party submit s that from a supply -side perspective, the relevant markets where 
the Parties are active for the supply of lights to their customers are worldwide in scope. 
Manufacturing facilities are located around the world (mostly in Asia) and supply is shipped 
from those facilities into the EEA. For example, Energizer manufactures and sources lights 
from  China.171 
(133)  The Notifying Party  contend s that from a demand -side perspective, in the circumstances of 
this case the geographic market definition can be left open , since irrespective of whether the 
relevant geographic market is considered to be national, EEA -wide or worldwide in scope, it 
is inconceivable that the Transaction would give rise to any competition concerns with 
respect to portable lighting products .172 
(b) The Commission's assessment  
(134)  The Commission considers that because the Transaction would not raise competition 
concerns with regard to the wholesale supply of branded portable lighting products, the exact 
scope of the geographic market can be left open.  
                                                 
168  Form CO, paragraph 1588.  
169  Form CO, paragraph 1585 . 
170  Form CO, paragraph 1587 . 
171  Form CO, paragraph 1651 . 
172  Form CO, paragraph 1652.  
 
32 4.4. Conclusion on market definition  
(135)  On the basis of the foregoing, the Commission finds that:  
(a) The market for the wholesale supply of branded consumer batteries to the consumer 
channel constitutes a distinct relevant product market, separate from the wholesale 
supply of consumer batteries to the OEM channel. This market is national in 
geographic scope.  
(b) The market for the wholesale supply of branded consumer batteries constitutes a 
distinct relevant product market, separate from the wholesale supply of private la bel 
consumer batteries.  
(c) Within the market for the wholesale supply of branded consumer batteries, the 
wholesale supply of primary (disposable) batteries constitutes a distinct relevant 
product market, separate from the wholesale supply of secondary (rechar geable) 
batteries.  
(d) The markets for the wholesale supply of (i) branded specialty batteries and (ii) 
branded hearing aid batteries, constitute distinct relevant product markets, separate 
from the wholesale supply of (iii) branded household batteries.  
(e) The m ass retail channel for hearing aid batteries constitutes a separate relevant 
product market from other sales channels for hearing aid batteries.  
(f) With regard to the wholesale supply of household and specialty batteries to OEMs, it 
is appropriate to further subsegment the relevant product market according to 
chemistry. The market for the wholesale supply of household and specialty batteries to 
the OEMs is EEA -wide in geographic scope.  
(g) It is not necessary, for the purposes of the present Transaction, to furthe r subsegment 
the market for the wholesale supply of branded consumer batteries to the retail 
channel according to chemistry.  
(h) The market for branded portable chargers can be considered to constitute one relevant 
product market without further subsegmentatio n. The market for branded portable 
chargers is national in geographic scope.  
(i) The market for branded portable lighting products can be deemed to form one relevant 
product market without further subsegmentation. For the purposes of the present 
Transaction, t he exact scope of the geographic market can be left open.  
(136)  Given the activities of Energizer and the Target Business (described above at section 4), the 
present Decision will assess the Transaction's impact on competition in the national markets 
for the wholesale supply to the retail channel of: (a) branded household primary batteries; (b) 
branded household secondary batteries, (c) branded specialty b atteries, and (d) branded 
hearing aid batteries (to the mass retail channel), (e) branded portable battery chargers and (f) 
branded portable lighting products  (the exact scope of the geographic market for which can 
be left open) , as well as for the EEA -wide wholesale supply to the OEM channel of (g) 
branded household and specialty batteries.  
 
33 5. COMPETITIVE  ASSESSMENT  
5.1. Analytical framework  
(137)  Under Article 2(2) and 2(3) of the Merger Regulation, the Commission must assess whether a 
proposed concentration would significantly impede effective competition in the internal 
market or in a substantial part of it, in particular through the creation or strengthening of a 
dominant position.  
(138)  In this respect, a merger may entail horizontal and/or non -horizontal effects. Hor izontal 
effects are those deriving from a concentration where the undertakings concerned are actual 
or potential competitors of each other in one or more of the relevant markets concerned. Non -
horizontal effects are those deriving from a concentration wher e the undertakings concerned 
are active in different relevant markets.  
(139)  As regards non -horizontal mergers, two broad types of such mergers may be distinguished: 
vertical mergers and conglomerate mergers.173 Vertical mergers involve companies operating 
at diff erent levels of the supply chain.174 Conglomerate mergers are mergers between firms 
that are in a relationship, which is neither horizontal (as competitors in the same relevant 
market) nor vertical (as suppliers or customers).175 
(140)  The Commission appraises horiz ontal effects in accordance with the guidance set out in the 
relevant notice, that is to say the Horizontal Merger Guidelines.176 Additionally, the 
Commission appraises non -horizontal effects in accordance with the guidance set out in the 
relevant notice, th at is to say the Non -Horizontal Merger Guidelines.177 
5.2. Horizontal non -coordinated effects  
(141)  The Horizontal Merger Guidelines distinguish between two main ways in which mergers 
between actual or potential competitors on the same relevant market may significantly  
impede effective competition, namely non -coordinated and coordinated effects.178 
(142)  Under the substantive test set out in Article 2(2) and 2(3) of the Merger Regulation, mergers 
that do not lead to the creation or the strengthening of the dominant position of a single firm 
may also be incompatible with the internal market. The Merger Regulation provides that 
"under certain circumstances, concentrations involving the elimination of important 
competitive constraints that the merging parties had exerted upon each other, as well as a 
reduction of competitive pressure on the remaining competitors, may, even in the absence of 
                                                 
173   Guidelines on the assessment of non -horizontal mergers  under the Council Regulation on the control of 
concentrations between undertakings ("Non -Horizontal Merger Guidelines"), OJ C 265, 18.10.2008, paragraph 3.  
174    Non-Horizontal Merger Guidelines, paragraph 4.  
175    Non-Horizontal Merger Guidelines, paragraph 5.  
176   Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations 
between undertakings ("Horizontal Merger Guid elines"), OJ C 31, 05.02.2004.  
177    Guideli nes on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ("Non -horizontal Merger Guidelines"), OJ C 265/6, 18.10.2008.  
178  In the present decision , the Commission has not found eviden ce that the Transaction would raise serious doubts as 
regards its compatibility with the internal market with respect to coordinated effects in any of the horizontally 
affected markets. During the market investigation, the Commission received no concerns a bout possible anti -
competitive coordinated effects  arising from the Transaction.  
 
34 a likelihood of coordination between the members of the oligopoly, result in a significant 
impediment to effective competition ".179 
(143)  The Horizontal  Merger Guidelines list a number of factors which may influence whether or 
not significant horizontal non -coordinated effects are likely to result from a merger, such as 
the large market shares of the merging firms, the fact that the merging firms are clos e 
competitors, the limited possibilities for customers to switch suppliers, or the fact that the 
merger would eliminate an important competitive force. That list of factors applies equally, 
regardless of whether a merger would create or strengthen a domina nt position, or would 
otherwise significantly impede effective competition due to non -coordinated effects. 
Furthermore, not all of these factors need to be present to make significant non -coordinated 
effects likely and it is not an exhaustive list.180 
(144)  Finall y, the Horizontal Merger Guidelines describe a number of factors, which could 
counteract the harmful effects of the merger on competition, including the buyer power, entry 
and efficiencies.  
5.3. Wholesale supply of branded c onsumer batteries  to the retail channel – overview of 
market dynamics across different national markets in the EEA181 
(145)  There are a number of common characteristics of the national markets for consumer batteries 
and their sub-markets across the EEA which will be discussed in sect ions 5.3.1  to 5.3.4 : (i) 
the Parties are close and important competitors in an already concentrated industry; (ii) 
private label batteries only exercise a limited constraint on the Parties; (iii) e -commerce is 
unlikely to affect the Parties’ market position in the short - to m edium term; and ( iv) 
customers only exercise a limited constraint on the Parties'  ability to increase prices.  
5.3.1.  The Parties are close and important competitors in most of the national markets in the EEA 
in an already  concentrated industry  with limited alternatives  
(a) The Notify ing Party's view  
(146)  The Notifying Party argues that Energizer and Spectrum are often positioned differently in 
the market and are not close competitors. In the Notifying Party's view, the closest competitor 
to Energizer in the eyes of consumer s is Duracell, w hereas Spectrum's closest competitor may 
vary from  country to country, but is not Energizer.182 
(b) The Commission's asses sment  
(147)  The Commission considers the Parties to be close and important competitors in an already 
concentrated industry  in many of the national  markets in the EEA . This is for the following 
reasons.  
(148)  First, p ost-Transaction, the Parties would be the clear market leader across all consumer 
batteries in many of the national markets , which is illustrated by their combined share for all 
national marke ts aggregated of [30-40]% (Energizer [10-20]%, Spectrum [10-20]%), 
                                                 
179   Merger Regulation, recital 25. Similar wording is also found in paragraph 25 of the Horizontal Merger Guidelines.  
180 Horizontal Me rger Guidelines, paragraph 26.  
181  Excludi ng hearing aid batteries which ar e discussed separately below.  
182  Form CO, para graphs 5(a).  
 
35 followed by Duracell ( [30-40]%), Panasonic ( [5-10]%), and Gold Peak ( [0-5]%).183 Likewise, 
the Parties would be the largest player across  many of the national markets in each of the 
markets for primary ( [30-40]%), secondary ( [40-50]%), and specialty ( [30-40]%) batteries 
followed by Duracell , as illustrated by the Parties' combined aggregated national  market 
shares .  
(149)  Second, the aggregate national markets for branded consumer batteries at the EEA level are 
highly concentrated with HHI levels post -Transaction of [Above 2000]  (primary batteries), 
[Above  2000 ] (secondary batteries), [Below 2000]  (specialty batteries) and deltas of [Above 
250], respectively.  
(150)  Third, the Parties and Duracell a re the main suppliers of branded consumer batteries in the 
EEA , which limit s the number and strength of available alternative suppliers in each of the 
national markets . [Internal documents ].184 [Competitors] .185 
Figure 1 
[Competitors]  
Source  [Internal document s] 
(151)  A majority of respondents from different EEA countries that expressed a view in response to 
the Commission ’s market investigation  consider  Spectrum and Energizer as each other's 
closest competitors across primary, secondary, and specialty batteries  in their national 
market ,186 while Duracell is  seen by many as addressing a higher price point.187 Moreover, a 
majority of respondents to the market investigation that expressed a view consider  Varta, 
Energizer and Duracell as the main three battery suppliers in the different national markets in 
terms of brand strength and technological capacity to innovate.188 
5.3.2.  Private label batteries only exercise a lim ited constraint on the Parties  
(a) The Notifying Party's view  
(152)  The Notifying Party argues that private label batteries will continues to exercise a strong 
competitive constraint  on the Parties post -Transaction .189  
(b) The Commission's asses sment  
(153)  The Commission consi ders that private label batteries only exercise a limited constraint on 
the Parties.  This is for the following reasons.  
                                                 
183  Form CO, Annex 6.I.3.  
184  See, among other, the Parties’ internal documents [Internal documents] . 
185  M.8988 - 5(4)-014 - [Internal documents] . 
186  Replies to Q2 – Questionnaire to Competitors, question s 26 and 27; R eplies to Q1 – Questionnaire to Customers, 
question s 24 and 25.  
187 Replies to Q2 – Questionnaire to Competitors, question s 26.1 and 27.1; R eplies to Q1 – Questionnaire to Customers, 
question s 24.1 and 25.1 . 
188  Replies to Q2 – Questionnaire to Competitors, question s 29 and 30; R eplies to Q1 – Questionnaire to Customers, 
question s 27 and 28.  
189  Form CO, paragraph 5(b).  
 
36 (154)  First, private label batteries and branded batteries belong to separate product markets for the 
reasons set out in Section 4.2.1.5 . 
(155)  Second, in their internal documents the Parties [Internal document ].190 These considerations 
appear to be unaffected by competition from pri vate label batteries  and appear to apply across 
national markets in the EEA . 
Figure 2 
[Energizer ’s revenues, sales policy and strategy]  
Source: [Energizer’s revenues, sales policy and strategy; internal documents names]  
(156)  Third, customers across the different national markets run separate tenders for private label 
and brande d batteries , and supply agreements can provide that  the vast majority of shelf space 
be reserved for branded batteries.191 
(157)  Fourth, when assessing competit ive conditions in the market the Parties [Varta ’s and other 
competitors market shares] . 
Figure 3 
[Varta ’s and other competitors market shares]  
Source : M.8988 - 5(4)-014 - [internal document]  
Figure 4 
[Varta ’s and other competitors market shares]  
Source : M.8988 - 5(4)-23 - [Internal documents names]  
5.3.3.  E-commerce is unlikely to affect the Parties ' market position in the short - to medium term 
(a) The Notifying Party's view  
(158)  The Notifying Party argues that the gro wth of e -commerce and the ability for consumers to 
buy batteries online from suppliers  such as Amazon and retailer online shops make it easier 
for consumers to choose from a large variety of consumer batteries (branded and private 
label), which are available online in greater variety than in brick and mortar outlets and are 
only 'a click aw ay' from home.192 In the Notifying Party's view, this availability of batteries 
online (often at lower prices) exercises a material constraint, because it reinforces the need 
for both retailer and suppliers to keep prices low in order to avoid consumers swit ching to 
online alternatives.193 
                                                 
190  M.8988 - 5(4)-36 - [Internal document] . 
191  M.8988 - Reply to RFI3 -Annex 20 - [Internal documents names] . 
192  Form CO, paragraph 5(c).  
193  Form CO, paragraph 5(c).  
 
37 (b) The Commission's asses sment  
(159)  The Commission considers that e-commerce is unlikely to affect the Parties ' market position 
in the different national markets in the EEA in the short - to medium term.  This is for the 
following reas ons. 
(160)  First, e-commerce represents only a small share of total battery sales not only in the EEA 
(that is to say on average across the different national markets)  but also in those national 
markets where sales of batteries online is more widespread. For ins tance, Energizer estimates 
that in 2015 its total online sales amounted to only [0-5%]% of its total retail shipments.194 
Moreover, while sales of batteries in the e -commerce channel are likely to increase in the 
coming years, they are  expected  to continue t o be far lower than in the traditional brick -and-
mortar outlets for the foreseeable future.195 
(161)  Second, the Parties appear to be significant players in the online sales channel  across the 
different national markets196 [Position in online sales channel and strategic considerations] .197 
(162)  Third, the impact of online sales on the traditional retail segment appears to be limited  across 
the different national markets . As one customer explained, “ internet sales are not generally 
relevant in the consumer batteries seg ment, which is very different to the other segments 
where Amazon (or online sales more generally) play a bigger role ”. 198 
5.3.4.  Customers only exercise a limited constraint on the Parties'  ability to increase prices  
(a) The Notifying Party's view  
(163)  The Notifying Party argues that the Parties’ customers are mainly large retail chains which 
negotiate with their suppliers for the listing of their brands on their shelves. Moreover, it 
points out that these retailers use sophisticated procurement methods such as tenders and 
other retail strategies which maximize their downstream profits and have the ability and the 
incentives to resist strongly any attempts exercised by suppliers  to reduce their profits.  
(b) The Commission's asses sment  
(164)  The Commission considers that customers only exercise a limited constraint on the Parties'  
ability to increase  prices  in the different national markets . This is for the following reasons.  
(165)  First, the Transaction would reduce the main suppliers of branded batteries from three (the 
Parties and Duracell) to two  (the merged entity and Duracell)  across the different national 
markets in the EEA , as set out in paragraph (150) . This significant reduction in potential 
suppliers would materially affect retailers’ and distributors’ ability to negotiate prices with 
the Parties and their main competitor, Duracell  in the different national markets .  
(166)  Second, the Parties appear able alre ady today to generate considerable gross margins from  the 
sale of their batteries without customers being able to negotiate a different distribution of 
                                                 
194  M.8988 - 5(4)-20 - [Internal document] . 
195  M.8988 - 5(4)-25 - [Internal document] . 
196  M.8988 - 5(4)-41 - [Internal document] . 
197  M.8988 - 5(4)-25 - [Internal document] . 
198  Minutes of a call with a customer, 31 July 2018, 16:00 CET.  
 
38 profits. This is exemplified by the slide below which shows that in the last the years Varta’s 
European business has generated gross margins of about [Percentage] %. 
Figure 5 
[Sales and margins]  
Source: M.8988 - 5(4)-10- - [Internal document]  
(167)  Third, as shown in the slide provided below , Energizer [Pricing] . 
Figure 6 
[Pricing]  
Source: M.8988 - 5(4)-32 - [Internal document]  
 
Fourth, some respondents to the market investigation pointed out that consumer battery prices 
have increased in recent years in different countries in the EEA. For instance one customer 
indicated that “ [o]ne of the major brand increased the prices during 2017 -2018, 
constantly ”.199 Another customer reported instead that it was “ surprise[d] to see our prices 
increases for 2019, regarding ranges that only ENERGIZER and VARTA are s upplying ”.200 
5.4. Assessment of potential horizontal non -coordinated effects on the  national markets for 
the wholesale supply of branded  household primary batteries  to the retail channel  
(168)  Varta and Energizer are currently the second and third largest players in t he EEA in 
disposable branded household batteries (with market shares of [10-20[% and [10-20]% 
respectively), behind Duracell at [30-40]%. The merged entity would become the clear 
market leader in a number of EEA countries with Duracell as a considerably sm aller second 
player.  
(169)  As show n in Table 1  below,  the combined market shares of the merged entity would exceed 
[50-60]% in a number of countries (exceeding [80-90]% in Finland, [60-70]% in Germany, 
Norway and Sweden, [50-60]% in Czech ia, Greece and Slovakia ), and would exceed [40-
50]% in Denmark, France, Hungary, Latvia and Slovenia. The market shares thus indicate 
that the Transaction could create or strengthen a dominant position in several EEA countries.   
(170)  There are horizontal overlaps that lead to (i) com bined market shares above 25%, (ii) HHI 
levels post -Transaction of above 2,000 and a HHI delta of more than 150, or (iii) HHI levels 
post-Transaction of between 1 000 and 2  000 and a HHI delta of above 250,201 in 28 EEA 
                                                 
199 Q1 question 31.1 . 
200 Q1 question 31.1 . 
201  The Horizontal Merger Guidelines indicate that the Commisison is unlikely to identify horizontal competition 
concerns in a market: (i) with a post -merge r HHI below 1 000, (ii) with a post -merger HHI between 1 000 and 2 000 
with a delta below 250; or (iii) with a post -merger HHI above 2 000 and a delta below 150, except where special 
circustances are present, such as (but not limited to): (a) a merger invo lving a potential entrant or a recent entrant 
with a small market share; (b) one or more merging parties being important innovators in ways not reflected in 
market shares; (c) there being significant cross -shareholdings among market participants; (d) one o f the merging 
parties having a pre -merger market share of 50% or more.  
 
39 countries, and other horizontal overla ps with combine d market shares and HHI levels below 
those levels in  2 other EEA countries.  
Table 1 – Market shares in branded household primary batteries, 2017 by value202 
Country  Energizer  Target 
Business  Combined  Duracell  Panasonic  Third 
supplier  Fourth 
supplier  HHI Post -
Merger  Delta HHI  
Austria  [0-5]% [20-30]%  [30-40]%  [40-50]%  [5-10]%  [0-5]% [0-5]% [Above 2000]  [Below 250 ] 
Belgium  [5-10]%  [5-10]%  [10-20]%  [50-60]%  [20-30]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
Bulgaria  [0-5]% [10-20]%  [10-20]%  [20-30]%  [0-5]% [20-30]% [10-20]%  [Above 2000]  [Below 150]  
Croatia  [5-10]%  [20-30]%  [30-40]%  [20-30]%  [0-5]% [10-20]% [5-10]%  [Above 2000]  [Above 250]  
Cyprus  [30-40]%  [5-10]%  [30-40]%  [5-10]%  [5-10]%  [10-20]%  [5-10]% [Above 2000]  [Above 250]  
Czechia  [10-20]%  [30-40]%  [50-60]%  [0-5]% [0-5]% [10-20]%  [5-10]% [Above 2000]  [Above 250]  
Denmark  [20-30]%  [20-30]%  [40-50] %  [30-40]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
Estonia  [5-10]%  [5-10]%  [10-20]%  [10-20]% [40-50]% [5-10]%  [0-5]% [Above 2000]  [Above 250]  
Finland  [20-30]%  [50-60]%  [80-90]%  [0-5]% [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
France  [20-30]%  [10-20]%  [40-50]%  [20-30]%  [5-10]%  [5-10]%  [0-5]% [Above 2000]  [Above 250]  
Germany  [20-30]%  [40-50]%  [60-70]%  [5-10]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
Greece  [30-40]%  [10-20]%  [50-60]%  [0-5]% [5-10]%  [10-20]%  [5-10]% [Above 2000]  [Above 250]  
Hungary  [10-20]%  [30-40]%  [40-50]%  [10-20]%  [0-5]% [10-20]%  [10-20]%  [Above 2000]  [Above 250]  
Iceland  [0-5]% [0-5]% [5-10]%  [40-50]%  [10-20]%  [5-10]%  [5-10]%  [Above 2000]  [Below 150]  
Ireland  [20-30]%  [0-5]% [20-30] %  [20-30]%  [20-30]%  [5-10]%  [5-10]%  [Below 2000]  [Above 250]  
Italy [10-20]%  [10-20]%  [30-40]%  [30-40]%  [10-20]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
Latvia  [20-30]%  [20-30]%  [40-50] %  [10-20]%  [10-20]%  [5-10]%  [5-10]%  [Above 2000]  [Above 250]  
Lithuania  [10-20]%  [10-20]%  [30-40]%  [20-30]%  [10-20]%  [5-10]%  [5-10]%  [Above 2000]  [Above 250]  
Luxembourg  [10-20]%  [0-5]% [10-20]%  [60-70]%  [10-20]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
Malta  [20-30]%  [5-10]%  [30-40]%  [40-50]%  [10-20]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
Netherlands  [0-5]% [10-20]%  [10-20]%  [40-50] %  [10-20]%  [10-20]%  [0-5]% [Above 2000]  [Below 250 ] 
Norway  [60-70]%  [5-10]% [60-70]%  [10-20]%  [0-5]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
Poland  [10-20]%  [10-20]%  [20-30]%  [10-20]% [10-20]%  [10-20]%  [5-10]%  [Below 2000]  [Above 250]  
Portugal  [10-20]%  [10-20]%  [20-30]%  [20-30]%  [5-10]%  [10-20]%  [5-10]%  [Above 2000]  [Above 250]  
Romania  [0-5]% [10-20]%  [10-20]%  [20-30]%  [0-5]% [30-40]%  [0-5]% [Below 2000]  [Above 250]  
Slovakia  [10-20]%  [30-40]%  [50-60]%  [5-10]%  [5-10]%  [5-10]%  [5-10]%  [Above 2000]  [Above 250]  
Slovenia  [0-5]% [40-50]%  [40-50]% [20-30]%  [5-10]%  [5-10]%  [5-10]%  [Above 2000]  [Below  250] 
Spain  [10-20]%  [5-10]%  [20-30]%  [10-20]%  [0-5]% [30-40]%  [5-10]%  [Above 2000]  [Above 250]  
Sweden  [20-30]%  [40-50]% [60-70]%  [0-5]% [10-20]%  [5-10]%  [0-5]% [Above 2000]  [Above 250]  
UK [10-20]%  [0-5]% [20-30]%  [50-60]%  [5-10]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
EEA  [10-20]%  [10-20]%  [30-40]%  [30-40]%  [5-10]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
Source: Parties' reply to RFI 5, Annex 14.1  
                                                 
202  Rounding errors may occur. Duracell is present in all countries. Panasonic is present in almost all countries. "Third 
supplier" and "fourth supplier" stands for the largest and secon d-largest suppliers other than the Parties, Duracell and 
Panasonic. The identity of the third and fourth suppliers varies by country. There are no horizontal overlaps in EEA 
countries that are not listed in the table.  
 
40 5.4.1.  Finland  
(171)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household primary 
batteries in Finland.  
(172)  First, post -Transaction, the Parties would be the  clear market leader in the market for the 
wholesale supply of branded household primary batteries in Fi nland with a combined share of 
[80-90]% (Energizer  [20-30]%, Spectrum [50-60]%), followed by Duracell ( [0-5]%), 
Panasonic ( [0-5]%), and Gold Peak ( [0-5]%).  
(173)  Second, the market for the wholesale supply of branded household primary batteries in 
Finland is highly concentrated with a n HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above 250  ]. 
(174)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household primary 
batteries.  
(175)  Fourth, as d iscussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets f or the wholesale supply of 
branded household primary batteries.  
(176)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(177)  Sixth, as discussed in Section  5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household primary batteries . 
(178)  Seventh , the Parties submit that because of Energizer’s reliance on third -party wholesalers 
and distributors in Finland, there is only limited direct competition between Energizer and 
Spectrum. However, the Commission considers that the reliance on third -party wholesalers 
and distributors does not alter Energizer's market position or the competitive dynamics in the 
Finnish market.  
5.4.2.  Germany  
(179)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market  with respect to the wholesale supply of branded household primary 
batteries in Germany.  
(180)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in Germany with a combined share 
of [60-70]% (Energizer  [20-30]%, Spectrum [40-50]%), followed by Duracell ( [5-10]%), 
Panasonic ( [0-5]%), and Philips ( [0-5]%).  
(181)  Second, the market for the wholesale supply of branded household primary batteries in 
Germany is highly concentra ted with an HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above 250 ] respectively.  
 
41 (182)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household primary 
batteries.  
(183)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of  
branded household primary batteries.  
(184)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parti es' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(185)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household primary batteries.  
(186)  Seventh , several  respondents to the Commission's market investigation expect the 
Transaction to have a negative impact on the market for the wholesale supply of branded 
household primary batteries in Germany.203 One German customer in particular  commented: 
"Varta and Energizer are by far the b iggest and most important suppli ers in Germany in 
particular with respect to branded batteries for normal customer purposes. The market share 
of the remaining two competitors, Panasonic and Duracell, is far behind that of Energizer or 
Varta. It is for eseeable, that competition would be limited if not totally neutralised as a 
consequence of the proposed transaction. "204 
5.4.3.  Norway  
(187)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect  to the wholesale supply of branded household primary 
batteries in Norway.  
(188)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in Norway with a combined share 
of [60-70]% (Energizer  [60-70]%, Spectrum [5-10]%), followed by Duracell ( [10-20]%), 
Gold Peak ( [0-5]%), Panasonic ( [0-5]%) and Philips ( [0-5]%).  
(189)  Second, the market for the wholesale supply of branded household primary batteries in 
Norway is highly concentrated with an HHI level post -Transaction of [Above 2000] and a 
delta of [Above 250 ] respectively.  
(190)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relati on to  the wholesale supply of branded household primary 
batteries.  
(191)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private la bel batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household primary batteries.  
                                                 
203  Replies to Q1 – Questionnaire to Cu stomers, question s 33 to 39.  
204  Replies to Q1 – Questionnaire to Customers, question 33.1 . 
 
42 (192)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(193)  Sixth, as discussed i n Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the marke ts for the wholesale 
supply of branded household primary batteries.  
5.4.4.  Sweden  
(194)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household primary 
batteries in Sweden.  
(195)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in Sweden with a combined share 
of [60-70]% (Energizer [20-30]%, Spectrum [40-50]%), followed by Panasonic ( [10-20]%), 
Gold Peak ( [5-10]%), Duracell ( [0-5]%) and Philips ( [0-5]%).  
(196)  Second, the market for the wholesale supply of branded household primary batteries in 
Sweden is highly concentrated with an HHI level post -Transaction of [Above 2000] and a 
delta of  [Above 2 50] respectively.  
(197)  Third, as discussed in Se ction 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household primary 
batteries.  
(198)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label ba tteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household primary batteries.  
(199)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(200)  Sixth, as discussed in Sect ion 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household primary batteries.  
5.4.5.  Czech ia 
(201)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household primary 
batteries in Czechia.  
(202)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in Czechia with a combined share 
of [50-60]% (Energizer  [10-20]%, Spectrum [30-40]%), f ollowed by Gold Peak  ([10-20]%), 
Philips  ([5-10]%), Panasonic  ([0-5]%) and Duracell ( [0-5]%).  
 
43 (203)  Second, the market for the wholesale supply of branded household primary batteries in 
Czechia  is highly concentrated with an HHI level post -Transaction of [Above  2000 ] and a 
delta of [Above 250 ]. 
(204)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors  in relation to  the wholesale supply of branded household primary 
batteries.  
(205)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household primary batteries.  
(206)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(207)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase  prices in the markets  for the wholesale 
supply of branded household primary batteries.  
5.4.6.  Greece  
(208)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household primary 
batteries in Greece.  
(209)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in Greece with a combined share of 
[50-60]% (Energizer  [30-40]%, Spectrum [10-20]%), followed by Sony ( [10-20]%), Gold 
Peak ( [5-10]%), Panasonic ( [5-10]%) and Duracell ( [0-5]%).  
(210)  Second, the market for the wholesale supply of branded household primary batteries in 
Greece is highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above 250 ]. 
(211)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household primary 
batteries.  
(212)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label ba tteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household primary batteries.  
(213)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(214)  Sixth, as discussed in Sect ion 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household primary batteries.  
 
44 5.4.7.  Slovakia  
(215)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household primary 
batteries in Slovakia.  
(216)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in Slovakia with a combined share 
of [50-60]% (Energizer [10-20]%, Spectrum [30-40]%), followed by Gold Peak ( [5-10]%), 
Panasonic ( [5-10]%), Philips ( [5-10]%) and Duracell ( [5-10]%).  
(217)  Second, the market for the wholesale supply of branded household primary batteries in 
Slovakia is highly concentrated with an HHI level post -Transaction of [ Above 2000 ] and a 
delta of [Above 250 ] respectively.  
(218)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household primary 
batteries.  
(219)  Fourth, as discussed in Section 5.3.2 , the Commissi on considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household primary batteries.  
(220)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batt eries.  
(221)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household primary batteries.  
5.4.8.  Denmark  
(222)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supp ly of branded household primary 
batteries in Denmark .  
(223)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in Denmark  with a combined share 
of [40-50]% (Energiz er [20-30]%, Spectrum [20-30]%), followed by Duracell ( [30-40]%), 
Gold Peak  ([0-5]%), Panasonic  ([0-5]%) and Philips ( [0-5]%).  
(224)  Second, the market for the wholesale supply of branded household primary batteries in 
Denmark  is highly concentrated with an HHI  level post -Transaction of [Above 2000 ] and a 
delta of [Above 250 ] respectively.  
(225)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household primary 
batteries.  
 
45 (226)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of  
branded household primary batteries.  
(227)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parti es' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(228)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household primary batteries.  
5.4.9.  Slovenia  
(229)  For the reasons set out below , the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household primary 
batteries in Slovenia.  
(230)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in Slovenia with a combined share 
of [40-50]% (Energizer  [0-5]%, Spectrum [40-50]%), followed by Duracell ( [20-30]%), Gold 
Peak ( [5-10]%), Atc ( [5-10]%) and Panasonic ([5-10]%).  
(231)  Second, the market for the wholesale supply of branded household primary batteries in 
Slovenia is highly concentrated with an HHI level post -Transaction of [ Above 2000 ] and a 
delta of [Between 150 and 250 ] respectively.  
(232)  Third, as discussed in Section 5.3.1, the Commission considers the Parties to be close and 
important competitors  in relation to  the wholesale supply of branded household primary 
batteries.  
(233)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household primary batteries.  
(234)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(235)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase  prices in the markets  for the wholesale 
supply of branded household primary batteries.  
5.4.10.  Hungary  
(236)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of br anded household primary 
batteries in Hungary.  
(237)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in Hungary with a combined share 
 
46 of [40-50]% (Energizer  [10-20]%, Spectrum [30-40]%), followed by Duracell ( [10-20]%), 
Sony ( [10-20]%), Atc ( [10-20]%) and Panasonic ( [0-5]%).  
(238)  Second, the market for the wholesale supply of branded household primary batteries in 
Hungary is highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above 250 ] respectively.  
(239)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household primary 
batteries.  
(240)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household primary batteries.  
(241)  Fifth, as discussed in Sec tion 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(242)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exer cise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household primary batteries.  
(243)  Seventh , several respondents to the Commission's market investigation expect the 
Transaction to have a  negative impact on the market for the wholesale supply of branded 
household primary batteries in Hungary.205 In particular, one customer indicated that 
“Energizer and Varta competition in the country  was one of the key to keep the battery 
consumer prices do wn”.206 
5.4.11.  Latvia  
(244)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household primary 
batteries in Latvia.  
(245)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in Latvia with a combined share of 
[40-50]% (Energizer  [20-30]%, Spectrum [20-30]%), followed by Duracell ( [10-20]%), 
Panasonic ( [10-20]%), Camelion ( [5-10]%) and Gold Peak ( [5-10]%).  
(246)  Second, the market for the wholesale supply of branded household primary batteries in Latvia 
is highly concentrated with an HHI level post -Transaction of  [Above  2000 ] and a delta  of 
[Above 250 ] respectively.  
(247)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household primary 
batteries.  
                                                 
205  Replies to Q1 – Questionnaire to Customers, question s 33 to 39.  
206  Replies to Q1 – Questionnaire to Customers, question  39. 
 
47 (248)  Fourth, as discussed in Section 5.3.2 , the Commission considers that privat e label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household primary batteries.  
(249)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(250)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability  to increase prices in the markets  for the wholesale 
supply of branded household primary batteries.  
5.4.12.  France  
(251)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale s upply of branded household primary 
batteries in France .  
(252)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household primary batteries in France with a combined share of 
[40-50]% (Energizer  [20-30]%, Spectrum [10-20]%), followed by Duracell ( [20-30]%), 
Panasonic ( [5-10]%), Philips ( [5-10]%) and Sony ( [0-5]%).  
(253)  Second, the market for the wholesale supply of branded household primary batteries in 
France  is highly concentrated with an  HHI level post -Transaction of  [Above 2000 ] and a 
delta [Above 250 ] respectively.  
(254)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household primary 
batteries.  
(255)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of  
branded household primary batteries.  
(256)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parti es' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household primary batteries.  
(257)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household primary batteries.  
(258)  Seventh , several respondents to the Commission's market investigation expect the 
Transaction to have a negative impact on the market for the wholesale supply of branded 
household primary batteries in France .207 A customer in particular commented that the impact 
                                                 
207  Replies to Q1 – Questionnaire to Cu stomers, question s 33 to 39.  
 
48 of the Transaction on the so urcing of consumer batteries would be to lead to a " monopoly of 
the group ".208 
5.4.13.  Other affected markets  
(259)  With regards to the wholesale supply of branded household primary batteries in Austria, 
Croatia, Cyprus, Italy, Ireland, Lithuania, Malta, Poland , Portugal , Spain  and the UK , the 
Commission notes , on the one hand, that: 
(a) First, the Parties have sizable combined market shares on those markets: [30-40]% in 
Austria, [30-40]% in Croatia, [30-40]% in Cyprus, [30-40]% in Italy, [20-30]% in 
Ireland, [30-40]% in Lithu ania, [30-40]% in Malta, [20-30]% in Poland , [20-30]% in 
Portugal , [20-30]% in Spain  and [20-30]% in the UK . 
(b) Second, a s shown in Table 1 above, all of those markets are concentrated, with HHI 
levels post -Transaction of between [Below 2000 ] and [Above 2000 ] and HHI delta of 
between [Below 250 ] and [Above 250 ]. 
(c) Third, th e Transaction would create the largest (in the case of Croatia, Cyprus, 
Lithuania, Poland  and Portugal ) or the second largest (in the case of Austria, Italy, 
Malta , Spain  and the UK ) supplier,  thereby also reducing the number of suppliers on 
these already concentrated markets.  In Ireland the Transaction would create the third -
largest supplier, which very closely follows Panasonic ( [20-30]%) and Duracell ( [20-
30]%). 
(d) Fourth, the market dynamics i dentified by the Commission at 5.3.1  to 5.3.4 , apply 
equally to the markets for household primary batteries in these countries.  
(e) Fifth, several market participants have raised concerns about potential price increases 
or decreases in quali ty or innovation in these markets.209  
(260)  On the other hand, the Commission also notes that:  
(a) First, there are significant alternative suppliers of branded household primary batteries 
on those markets. Duracell is, and will post -Transaction remain, the market le ader in 
Austria ( [40-50]%), Malta ( [40-50]%), Italy ( [30-40]%), UK ( [50-60]%) and Cegasa 
is, and will post -Transaction remain, the market leader in Spain ( [30-40]%). Duracell 
will also remain a close second competitor to the merged en tity in Croatia ( [20-30]%), 
Lithuania ( [20-30]%) and Portugal ( [20-30]%). 
(b) Second, in addition to the above -mentioned closest competitors to the merged entity, 
there are three other alternative suppliers of branded household primary  batteries 
active on each of those markets, inc luding suppliers such as Panasonic, Camelion, 
Gold Peak, Sony, Philips, Kodak, Toshiba and Atc.  
(c) Third, a number of market participants have indicated that they do not anticipate any 
price increase or decreases in quality or innovation in those markets.210  
                                                 
208  Replies to Q1 – Questionnaire to Customers, question  33.1.  
209  Replies to Q1 – Questionnaire to Customers; question 35; Replies to Q2 – Questionnaire to Competitors, question 
35. 
 
49 (261)  Ultimately, the question of whether serious doubts arise in Austria, Croatia, Cyprus, Italy, 
Ireland, Lithuania, Malta, Poland , Portugal , Spain and the UK  can be left open as the 
commitments discussed in Chapter 6 include all of the activities of Spectrum 's Varta  Business  
in Europe, Middle East and Africa ("EMEA") and therefore entirely remove the overlap in the 
markets for branded household primary ba tteries in those countries . 
5.4.14.  Other horizontal overlaps  
(262)  With regard to the wholesale supply of branded household primary batteries in Belgium, 
Bulgaria, Estonia, Iceland, Luxembourg, Netherlands  and Romania, the Commission notes 
that the horizontal overlaps between the Parties in these countries do not lead to combined 
market shares above [10-20]%. Therefore, in these markets, the Transaction does not raise 
serious doubts as regards its compatibility with the internal market.  
5.4.15.  Conclusion on the assessment of p otential horizontal non -coordinated effects on the 
national markets for the wholesale supply of branded household primary batteries to the 
retail channel  
(263)  On the basis of the above, the Commission concludes that : 
(a) the Transaction raises serious doubts as regards its compatibility with the internal 
market due to horizontal non -coordinated effects in the markets for the wholesale 
supply of branded household primary batteries in Czechia, Denmark , Finland, France, 
Germa ny, Greece, Hungary, Latvia, Norway, Slovakia, Slovenia and Sweden;  
(b) the question of whether serious doubts arise in Austria, Croatia, Cyprus, Ireland, Italy, 
Lithuania, Malta, Poland, Portugal , Spain  and the UK  can be left open as the 
commitments include a ll of the activities of Spectrum's Varta Business in the EMEA 
region and therefore entirely remove the overlap in the markets for branded household 
primary batteries in those countries ; and  
(c) the Transaction does not raise serious doubts as regards its compa tibility with the 
internal market due to horizontal non -coordinated effects  in the  markets for the 
wholesale supply of branded household primary batteries in Belgium, Bulgaria, 
Estonia, Iceland, Luxembourg, Netherlands, and Romania . 
5.5. Assessment of potential  horizontal non -coordinated effects on the national markets for 
the wholesale supply of branded household secondary batteries to the retail channel  
(264)  In relation to the wholesale supply of household secondary batteries Spectrum and Energizer 
are currently th e first and third largest players in the EEA (with market shares of [20-30]% 
and [20-30]% respectively), with Duracell as the second -largest player ( [20-30]%). The 
merged entity would become the clear market leader in a number of Member States.  
  
                                                                                                                                                                    
210  Replies to Q1 – Questionnaire to Customers;  question 35; Replies to Q2 – Questionnaire to Competitors, question 
35. 
 
50  
(265)  As show n in Table 2 below, the Parties' combined market shares would exceed [50-60]% in 
six countries and [40-50]% in an additional six countries. The market shares indicate that the 
Transaction could create or strengthen the merged entity's dominant position in several 
Member States, with a much smaller market share for its next competitor, Duracell.  
(266)  There are horizontal overlaps that lead to (i) combined market shares above 25% , (ii) HHI 
levels post -Transaction of above 2  000 and a HHI delta of more than 150, or  (iii) HHI levels 
post-Transaction of between 1  000 and 2  000 and a HHI delta of above 250,  in 26 EEA 
countries, and other horizontal overlaps with combined market shares and HHI levels below 
those levels  in 3 other EEA countries.  
  
 
51 Table 2: Market shares in branded household secondary batteries, 2017 by value211  
Country  Energizer  Target 
Business  Combined  Duracell  Panasoni
c Third 
supplier  Fourth 
supplier  HHI 
Post-
Merger  Delta 
HHI  
Austria  [5-10]%  [40-50]% [50-60]%  [20-30]%  [0-5]% [5-10]%  [0-5]% [Above 
2000]  [Above 
250] 
Belgium  [10-20]%  [10-20]%  [20-30]%  [40-50]%  [5-10]%  [10-20]%  [5-10]%  [Above 
2000]  [Above 
250] 
Bulgaria  [0-5]% [5-10]%  [5-10]%  [30-40]%  [10-20]%  [10-20]%  [10-20]%  [Above 
2000]  [Below 
150] 
Croatia  [0-5]% [0-5]% [0-5]% [50-60]%  [0-5]% [10-20]%  [5-10]%  [Above 
2000]  [Below 
150] 
Cyprus  [10-20]%  [0-5]% [10-20]%  [40-50]%  [5-10]%  [5-10]%  [0-5]% [Above 
2000]  [Above 
250] 
Czechia  [0-5]% [20-30]%  [20-30]%  [5-10]%  [10-20]%  [30-40]%  [0-5]% [Above 
2000]  [Above 
250] 
Denmark  [5-10]%  [10-20]%  [10-20]%  [10-20]%  [0-5]% [40-50]%  [5-10]%  [Above 
2000]  [Below 
250] 
Estonia  [5-10]%  [5-10]%  [10-20]%  [10-20]%  [20-30]%  [30-40]%  [0-5]% [Above 
2000]  [Above 
250] 
Finland  [5-10]%  [20-30]%  [20-30]%  [20-30]%  [5-10]%  [30-40]%  [0-5]% [Above 
2000]  [Below 
250] 
France  [40-50]%  [20-30]%  [60-70]%  [10-20]%  [0-5]% [0-5]% [0-5]% [Above 
2000]  [Above 
250] 
Germany  [10-20]%  [40-50]%  [50-60]%  [10-20]%  [5-10]%  [10-20]%  [5-10]%  [Above 
2000]  [Above 
250] 
Greece  [20-30]%  [20-30]%  [50-60]%  [20-30]%  [0-5]% [5-10]%  [0-5]% [Above 
2000]  [Above 
250] 
Hungary  [5-10]%  [50-60]%  [60-70]%  [10-20]%  [0-5]% [5-10]%  [0-5]% [Above 
2000]  [Above 
250] 
Iceland  [0-5]% [0-5]% [0-5]% [10-20]%  [10-20]%  [40-50]%  [10-20] [Above 
2000]  [Above 
250] 
Italy [20-30]%  [10-20]%  [40-50]%  [40-50]%  [0-5]% [0-5]% [0-5]% [Above 
2000]  [Above 
250] 
Latvia  [0-5]% [10-20]%  [10-20]%  [10-20]%  [20-30]%  [30-40]%  [0-5]% [Above 
2000]  [Below 
150] 
Lithuania  [0-5]% [0-5]% [5-10]%  [20-30]%  [20-30]%  [30-40]%  [0-5]% [Above 
2000]  [Above 
250] 
Luxembou
rg [5-10]%  [5-10]%  [10-20]%  [50-60]%  [10-20]%  [5-10]%  [0-5]% [Above 
2000]  [Below 
250] 
Malta  [30-40]%  [10-20]%  [40-50]%  [50-60]%  [0-5]% [0-5]% [0-5]% [Above 
2000]  [Above 
250] 
Netherland
s [5-10]%  [50-60]%  [50-60]%  [10-20]%  [0-5]% [10-20]%  [0-5]% [Above 
2000]  [Above 
250] 
Norway  30-40]%  [5-10]%  [40-50]%  [40-50]%  [5-10]%  [0-5]% [0-5]% [Above 
2000]  [Above 
250] 
Poland  [5-10]%  [20-30]%  [30-40]%  [10-20]%  [10-20]%  [20-30]%  [5-10]%  [Above 
2000]  [Above 
250] 
Portugal  [10-20] [0-5]% [10-20]%  [60-70]%  [0-5]% [0-5]% [0-5]% [Above 
2000]  [Above 
250] 
          
                                                 
211  Rounding errors may occur. Duracell is present in all countries. Panasonic is present in almost all countries. "Third 
supplier" and "fourth supplier" stands for the largest and sec ond-largest suppliers other than the Parties, Duracell and 
Panasonic. The identity of the third and fourth suppliers varies by country. There are no horizontal overlaps in EEA 
countries that are not listed in the table.  
 
52 Country  Energize
r Target 
Business  Combined  Duracell  Panason
ic Third 
supplier  Fourth 
supplier  HHI 
Post-
Merger  Delta 
HHI  
Romania  [5-10]%  [40-50]%  [40-50]%  [10-20]%  [0-5]%%  [10-20]%  [5-10]%  [Above 
2000]  [Above 
250] 
Slovakia  [20-30]%  [20-30]%  [40-50]%  [5-10]%  [5-10]%  [20-30]%  [0-5]% [Above 
2000]  [Above 
250] 
Slovenia  [0-5]% [30-40]%  [30-40]%  [10-20]%  [5-10]%  [30-40]%  [0-5]% [Above 
2000]  [Below 
150] 
Spain  [5-10]%  [5-10]%  [10-20]%  [5-10]%  [50-60]%  [5-10]%  [0-5]% [Above 
2000]  [Above 
250] 
Sweden  [20-30]%  [10-20]%  [30-40]%  [0-5]% [10-20]%  30-40]%  [0-5]% [Above 
2000]  [Above 
250] 
UK [30-40]%  [0-5]% [30-40]%  [50-60]%  [0-5]% [0-5]% [0-5]% [Above 
2000]  [Below 
250] 
EEA  [20-30]%  [20-30]%  [40-50]%  [20-30]%  [5-10]%  [5-10]%  [0-5]% [Above 
2000]  [Above 
250] 
Source: Parties' reply to RFI 5, Annex 14.1   
5.5.1.  France  
(267)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household secondary 
batteries in Fran ce.  
(268)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household secondary batteries in France with a combined share 
of [60-70]% (Energizer  [40-50]%, Spectrum [20-30]%), followed by Duracell ( [10-20]%), 
Panasonic ( [0-5]%), and Gold Peak ( [0-5]%).  
(269)  Second, the market for the wholesale supply of branded household secondary batteries in 
France is highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above  250] respectively . 
(270)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household secondary 
batteries.  
(271)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(272)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household secondary batteries.  
(273)  Sixth, as discussed in Section 5.3.4 , the Commission c onsiders that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household secondary batteries.  
 
53 (274)  Seventh , several respondents to the Commission's market investigation ex pect the 
Transaction to have a negative impact on the market for the wholesale supply of branded 
household secondary batteries in France.212 One customer in particular commented: 
"Reducing the number of players in the battery market will lead to  less competi tion in that 
market, in terms of both buying and selling ".213 
5.5.2.  Hungary  
(275)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household secondary 
batteries in Hungary .  
(276)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household secondary batteries in Hungary  with a combined 
share of  [60-70]% (Energizer  [5-10]%, Spectrum [50-60]%), followed by Duracell ( [10-
20]%), Gold Peak ([5-10]%), Panasonic  ([0-5]%) and Philips ( [0-5]%).214  
(277)  Second, the market for the wholesale supply of branded household secondary  batteries in 
Hungary  is highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above 250 ] respectively.  
(278)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
impor tant competitors in relation to  the wholesale supply of branded household secondary 
batteries.  
(279)  Fourth, as discussed in Section 5.3.2 , the Commissi on considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(280)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household secondar y batteries.  
(281)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household secondary batteries.  
(282)  Seventh , several respondents to the Commission's market investigation expect the 
Transaction to have a negative impact on the market for the wholesale s upply of branded 
household secondary  batteries in Hungary .215 
                                                 
212  Replies to Q1 – Questionnaire to Customers, question s 33 to 39.  
213  Replies to Q1 – Questionnaire to Customers, question 33.1 , translation from the French original " La réduction du 
nombre d'intervenants sur le marché de piles aura pour effet de restreindre la compétition sur ce même marché , tant 
à l'achat qu'à la vente ". 
214  Form CO, Annex 6.I.3.  
215  Replies to Q1 – Questionnaire to Customers, questions 33 to 39 . 
 
54 5.5.3.  Netherlands  
(283)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household secondar y 
batteries in the Netherlands.  
(284)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household secondary batteries in the Netherlands with a 
combined share of  [50-60]% (Energizer  [5-10]%, Spectrum [50-60]%), followed by Gold 
Peak ( [10-20]%) and Duracell ( [10-20]%).216  
(285)  Second, the market for the wholesale supply of branded household secondary batteries in the 
Netherlands is highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above 250 ] respectively . 
(286)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important com petitors in relation to  the wholesale supply of branded household secondary 
batteries.  
(287)  Fourth, as discussed in Section 5.3.2 , the Commission consi ders that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(288)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household secondary batterie s. 
(289)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household secondary b atteries.  
5.5.4.  Austria  
(290)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household secondary 
batteries in Austria.  
(291)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household secondary batteries in Austria with a combined share 
of [50-60]% (Energizer  [5-10]%, Spectrum [40-50]%), followed by Duracell ( [20-30]%), 
Gold Peak ( [5-10]%) and Ansmann ( [0-5]%).  
(292)  Second, the market for the wholesale supply of branded household secondary batteries in 
Austria is highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above 250 ] respectively . 
(293)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household secondary 
batteries.  
                                                 
216  Form CO, Annex 6.I.3.  
 
55 (294)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(295)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household secondary batteries.  
(296)  Sixth, as discussed i n Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the marke ts for the wholesale 
supply of branded household secondary batteries.  
5.5.5.  Germany  
(297)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household se condary 
batteries in Germany .  
(298)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household secondary batteries in Germany  with a combined 
share of [50-60]% (Energizer  [10-20]%, Spectrum [40-50]%), followed by Ansmann ( [10-
20]%), Duracell ( [10-20]%), Panasonic ( [5-10]%) and Gold Peak ( [5-10]%).217  
(299)  Second, the market for the wholesale supply of branded household secondary  batteries in 
Germany  is highly concentrated with an HHI level post -Transaction of [Above 2000  ] and a 
delta of [Above 250 ] respectively . 
(300)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household secondary 
batteries.  
(301)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(302)  Fifth, as discus sed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household secondary batteries.  
(303)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household secondary batteries.  
(304)  Seventh , several respondents to the Commission's market investigation expect the 
Trans action to have a negative impact on the market for the wholesale supply of branded 
household secondary batteries in Germany .218  
                                                 
217  Form CO, Annex 6.I.3.  
218  Replies to Q1 – Questionnaire to Customers, question s 33 to 39.  
 
56 5.5.6.  Greece  
(305)   For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market wit h respect to the wholesale supply of the branded household 
secondary batteries  in Greece . 
(306)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household secondary batteries in Greece with a  combined share 
of [50-60]% (Energizer  [20-30]%, Spectrum [20-30]%), followed by Duracell ( [20-30]%), 
Gold Peak ( [5-10]%), Panasonic ( [0-5]%) and C.F.L ( [0-5]%).  
(307)  Second, the market for the wholesale supply of branded household secondary batteries in 
Greece is highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above 250 ] respectively.  
(308)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household secondary 
batteries.  
(309)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(310)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household secondary batteries.  
(311)  Sixth, as discussed in Section 5.3.4 , the Commission c onsiders that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household secondary batteries.  
5.5.7.  Slovakia  
(312)  For the reasons set out below, the Transaction raises serious d oubts as to its compatibility 
with the internal market with respect to the wholesale supply of the branded household 
secondary batteries in Slovakia.  
(313)   First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household secondary batteries in Slovakia with a combined 
share of [40-50]% (Energizer  [20-30]%, Spectrum [20-30]%), followed by Gold P eak ( [20-
30]%), Duracell ( [5-10]%) and Panasonic ( [5-10]%).  
(314)  Second, the market for the wholesale supply of branded household secondary batteries in 
Slovakia is highly concentrated with an HHI level post -Transaction of Above 2000 ] and a 
delta of [Above 250 ] respectively.  
(315)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household secondary 
batteries.  
 
57 (316)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batt eries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(317)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household secondary batteries.  
(318)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase  prices in the markets  for the wholesale 
supply of branded household secondary batteries.  
5.5.8.  Romania  
(319)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of the branded household 
secondary batteries in Romania.  
(320)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household secondary batteries in Romania with a combined 
share of [40-50]% (Energi zer [5-10]%, Spectrum [40-50]%), followed by Duracell ( [10-
20]%), Gold Peak ( [10-20]%), Toshiba ( [5-10]%) and Panasonic ( [0-5]%).  
(321)  Second, the market for the wholesale supply of branded household secondary batteries in 
Romania is highly concentrated with a n HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above 250 ] respectively.  
(322)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household secondary 
batteries.  
(323)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(324)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the P arties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household secondary batteries.  
(325)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household secondary batteries.  
(326)  Seventh, several respondents to the Commission's market investigation expect the 
Transaction to have a negative impact on the market for the wholesale supply of branded 
household secondary batteries in Romania.219 
                                                 
219  Replies to Q1 – Questionnaire to Customers, question s 33 to 39.  
 
58 5.5.9.  Malta  
(327)  For the reasons set out below, the Transaction raises serious doubt s as to its compatibility 
with the internal market with respect to the wholesale supply of the branded household 
secondary batteries in Malta.  
(328)  First, post -Transaction, the Parties would have a significant position in the market for the 
wholesale supply of branded household secondary batteries in Malta with a combined share 
of [40-50]% (Energizer  [30-40]%, Spectrum [10-20]%), with Duracell at [50-60]% and 
Panasonic at [0-5]%.  
(329)  Second, the market for the wholesale supply of branded household secondary batteri es in 
Malta is highly concentrated with an HHI level post -Transaction of [Above 2000]  and a delta 
of [Above 250 ] respectively.  
(330)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to the wholesale supply of branded household secondary 
batteries.  
(331)  Fourth, as discussed in Section 5.3.2, the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(332)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to m edium term in the markets for the 
wholesale supply of branded household secondary batteries.  
(333)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets for the wholesale 
supply of branded household secondary b atteries.  
5.5.10.  Norway  
(334)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded household secondary 
batteries in Norway .  
(335)  First, post -Transaction, the Pa rties would be the clear market leader in the market for the 
wholesale supply of branded household secondary batteries in Norway  with a combined share 
of [40-50]% (Energizer  [30-40]%, Spectrum [5-10]%), followed by Duracell ( [40-50]%) and 
Panasonic ( [5-10]%).220  
(336)  Second, the market for the wholesale supply of branded household secondary batteries in 
Norway is highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a 
delta of [Above 250 ] respectively . 
(337)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household secondar y 
batteries.  
                                                 
220  Form CO, Annex 6.I.3.  
 
59 (338)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on th e Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(339)  Fifth, as discussed in Section 5.3.3 , the Commission con siders that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household secondary batteries.  
(340)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded household secondary batteries.  
5.5.11.  Italy 
(341)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of the branded household 
secondary batteries in Italy.  
(342)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household secondary batteries in Italy with a combined share of 
[40-50]% (Energizer  [20-30]%, Spectrum [10-20]%), followed by Duracell ( [40-50]%) and 
Panasonic  ([0-5]%).  
(343)  Second, the market for the wholesale supply of branded household secondary batteries in 
Italy is highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a delta 
of [Above 250 ] respectively.  
(344)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded household secondary 
batteries.  
(345)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded household secondary batteries.  
(346)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded household secondary batteries.  
(347)  Sixth, as discussed i n Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the marke ts for the wholesale 
supply of branded household secondary batteries.  
5.5.12.  Other affected markets  
(348)  With regard to the wholesale supply of branded household secondary batteries in Belgium, 
Czechia, Finland, Poland, Slovenia, Sweden and the UK , the Commission notes, on the one 
hand, that:  
(a) First, the Parties have sizeable combined market shares on those markets: [20-30]% in 
Belgium , [20-30]% in C zechia , [20-30]% in Finland , [30-40]% in Poland , [30-40]% in 
Slovenia , [30-40]% in Sweden  and [30-40]% in the UK . 
 
60 (b) Seco nd, as shown in Table 1 above, all of those markets are concentrated, with HHI 
levels post -Transaction of between [Above 2000 ] and [Above 2000 ] and HHI delta of 
between [Below 250 ] and [DAbove 250 ] (with the exception of Slovenia, where the 
HHI delta is [Below 150] with post -Transaction HHI level of [Above 2000 ]). 
(c) Third, the Transaction would create the largest (in the case of Poland, Slovenia and 
Sweden ) or the second largest (in the case of Belgium, Czechia, Finland and the UK ) 
supplier, thereby also reducing the number of suppliers on these already concentrated 
markets.  
(d) Fourth, the market dynamics identified by the Commission at 5.3.1  to 5.3.4 , apply 
equally to the markets for household secondary  batteries in these countries.  
(e) Fifth, several market participants have raised concerns about potential price increases 
or decreases in quality or innovation in these markets.221  
(349)  On the other hand, the Commission also notes that:  
(a) First, there are significant alternative supplie rs of branded household secondary 
batteries on those markets. Duracell is, and will post -Transaction remain, the market 
leader in Belgium  ([40-50]%) and the UK ( [50-60]%), Gold  Peak  is, and will post -
Transaction remain, the market leader in Czechia ( [30-40]%) and Finland ( [30-40]%). 
Duracell will also remain a close second competitor to the merged entity in Finland 
([20-30]%) and Slovenia  ([10-20]%). 
(b) Second, in addition to the above -mentioned closest competitors to the merged entity, 
there are  two or  three other alternative suppliers of branded household secondary  
batteries active on each of those markets, including suppliers such as Panasonic, 
Philips and Camelion . 
(c) Third, a number of market participants have indicated that they do not anticipate any 
price i ncrease or decreases in quality or innovation in those markets.222  
(350)  Ultimately, the question of whether serious doubts arise in Belgium, Czechia, Finland, 
Poland, Slovenia, Sweden and the UK  can be left open as the commitments discussed in 
section 6 include all of the activities of Spectrum's Varta Business in the EMEA region and 
therefore entirely remove the overlap in the markets for brande d household secondary 
batteries in those countries.  
5.5.13.  Other horizontal overlaps  
(351)  With regards to the wholesale supply of household secondary batteries in  Bulgaria, Croatia, 
Cyprus, Denmark, Estonia, Iceland, Latvia, Lithuania, Luxembourg, Portugal and Spain , the 
Commission notes that the horizontal overlaps between the Parties in these countries do not 
lead to combined market shares above [10-20]%. Therefore, in these markets, the Transaction 
does not raise serious doubts as regards its compatibility with the internal market.  
                                                 
221  Replies to Q1 – Questionnaire to Customers; question 35; Replies to Q2 – Questionnaire to Competitors, question 
35. 
222  Replies to Q1 – Questionnaire to Customers; question 35;  Replies to Q2 – Questionnaire to Competitors, question 
35. 
 
61 5.5.14.  Conclusion on the assessment of potential horizontal non -coordinated effects on the 
branded household secondary  batteries markets  
(352)  On the basis of the above, the Commission concludes that:  
(a) the Transaction raises serious doubts as regards it s compatibility with the internal 
market due to horizontal non -coordinated effects  in the markets for the wholesale 
supply of branded household secondary batteries in  Austria, France, Germany, 
Greece, Hungary, Italy, Malta, Netherlands, Norway, Romania and  Slovakia ; 
(b) the question of whether serious doubts arise in Belgium, Czechia, Finland, Poland, 
Slovenia, Sweden and the UK can be left open as the commitments include all of the 
activities of Spectrum's Varta Business in the EMEA region and therefore entire ly 
remove the overlap in the markets for the wholesale supply of branded household 
secondary  batteries in those countries ; and  
(c) the Transaction does not raise serious doubts as regards its compatibility with the 
internal market due to horizontal non-coordinated effects  in the markets for the 
wholesale supply of branded household secondary  batteries in Bulgaria , Croatia, 
Cyprus, Denmark, Estonia, Iceland, Latvia, Lithuania, Luxembourg, Portugal and 
Spain . 
5.6. Assessment of potential horizontal non -coor dinated effects on the national markets for 
the wholesale supply of branded specialty batteries to the retail channel  
(353)  On the attribution of Spectrum's sales of branded specialty batteries sourced from [Supplier] , 
several elements suggest that those sales s hould be included in the assessment of Spectrum's 
position on the market s for specialty batteries, namely the long -standing nature of this 
distribution agreement, the fact that Spectrum seems to control packaging, marketing, 
portfolio selection of those pr oducts  [Comments on distribution structure] .223  
(354)  In branded specialty batteries, Energizer and Spectrum are currently the second and third 
largest players in the EEA (with market shares of [10-20]% and [10-20]% respectively), with 
Duracell as the market lead er ([10-20]%). The Transaction would create or strengthen a 
leading position for the merged entity in several Member States, with a much smaller market 
share for the combined entity's next competitor, Duracell.   
(355)  As shown in Table 3 below, combined market shares would exceed [40-50]% in six 
countries. The market shares indicate that the Transaction could create or strengthen the 
merged entity's dominant position in several Member States, with a much smaller market 
share for its next competitor, Duracell.  
(356)  There are horizontal overlaps that lead to (i) combined market shares above 25%, and (ii) 
HHI levels post -Transaction of above 2  000 and a HHI delta of more than 150, or (iii) HHI 
levels post -Transaction of between 1 000 and 2  000 and a HHI delta of above 250,  in 17 EEA 
countries, and other horizontal overlaps with combined market shares and HHI levels  below 
those levels  in 12 other EEA countries.  
                                                 
223  Annexes 44 to 48 of the Parties' reply to RFI 1.  
 
62 Table 3: Market shares in branded specialty batteries, 2017 by value224 
Country  Energizer  Target 
Business  Combined  Duracell  Panasonic  Third 
supplier  Fourth 
supplier  HHI 
Post-
Merger  Delta 
HHI  
Austria  [5-10]%  [20-30]%  [30-40]%  [20-30]%  [10-20]%  [5-10]%  [5-10]%  [Below 
2000]  [Below 
150] 
Belgium  [20-30]%  [10-20]%  [30-40]%  [30-40]%  [5-10]%  [0-5]% [0-5]% [Above 
2000 ] [Above 
250] 
Bulgaria  [0-5]% [0-5]% [5-10]%  [10-20]%  [5-10]%  [20-30]%  [10-20]%  [Below 
2000]  Below 
250] 
Croatia  [0-5]% [5-10]% [10-20]%  [10-20]%  [10-20]%  [20-30]%  [5-10]%  [Below 
2000 ] [Below 
150] 
Cyprus  [0-5]% [0-5]% [0-5]% [20-30]%  [10-20]%  [10-20]%  [5-10]%  [Above 
2000 ] [Above 
250] 
Czechia  [10-20]%  [10-20]%  [20-30]%  [10-20]%  [5-10]%  [20-30]%  [5-10]%  [Below 
2000 ] [Above 
250] 
Denmark  [10-20]%  [5-10]%  [20-30]%  [10-20]%  [0-5]% [10-20]%  [5-10]% [Below 
2000 ] [Above  
250] 
Estonia  [5-10]%  [0-5]% [5-10]%  [20-30]%  [20-30]%  [10-20]%  [5-10]%  [Below 
2000 ] [Below 
150] 
Finland  [20-30]%  [20-30]%  [50-60]%  [5-10]%  [5-10]%  [5-10]%  [5-10]%  [Above 
2000 ] [Above 
250] 
France  [30-40]%  [10-20]%  [40-50]%  [10-20]%  [5-10]%  [5-10]%  [5-10]%  [Above 
2000 ] [Above 
250] 
Germany  [10-20]%  [20-30]%  [40-50]%  [5-10]%  [0-5]% [10-20]% [5-10]%  [Above 
2000 ] [Above 
250] 
Greece  [10-20]%  [0-5]% [20-30]%  [10-20]%  [0-5]% [10-20]% [10-20]%  [Above 
2000 ] [Below 
150] 
Hungary  [5-10]%  [10-20]%  [20-30]%  [10-20]%  [10-20]%  [10-20]%  [10-20]%  [Above 
2000 ] [Above 
250] 
Ireland  [10-20]%  [0-5]% [20-30]%  [30-40]%  [10-20]%  [10-20]%  [0-5]% [Below 
2000 ] [Below 
250] 
Italy [20-30]%  [5-10]%  [20-30]%  [20-30]%  [5-10]%  [10-20]%   [5-10]%  [Above 
2000 ] [Above 
250] 
Latvia  [5-10]%  [50-60]%  [50-60]%  [20-30]%  [0-5]% [0-5]% [0-5]% [Above 
2000 ] [Above 
250] 
Lithuania  [10-20]%  [10-20]%  [20-30]% [20-30]%  [5-10]%  [10-20]%  [5-10]%  [Below 
2000 ] [Below 
250] 
Luxembourg  [5-10]%  [0-5]% [5-10]%  [40-50]%  [10-20]%  [5-10]%  [5-10]%  [Below 
2000 ] [Below 
150] 
Malta  [10-20]%  [5-10]%  [20-30]%  [30-40]%  [5-10]%  [5-10]%  [5-10]%  [Above 
2000 ] [Above 
250] 
Netherlands  [0-5]% [20-30]%  [20-30]%  [10-20]%  [5-10]%  [5-10]%  [5-10]%  [Above 
2000 ] [Above 
250] 
Norway  [30-40]%  [5-10]%  [40-50]%  [10-20]%  [10-20]%  [5-10]% [5-10]%  [Above 
2000 ] [Above 
250] 
Poland  [5-10]%  [5-10]%  [10-20]%  [10-20]%  [10-20]%  [10-20]%  [5-10]%  [Below 
2000 ] [Below 
150] 
Portugal  [5-10]%  [10-20]%  [10-20]%  [10-20]%  [10-20]%  [10-20]%  [10-20]%  [Above 
2000 ] [Above 
250] 
Romania  [0-5]% [5-10]%  [5-10]%  [10-20]%  [0-5]% [10-20]% [10-20]%  [Below 
2000 ] [Below 
150] 
Slovakia  [5-10]%  [5-10]%  [10-20]% [10-20]%  [0-5]% [20-30]% [5-10]%  [Below 
2000]  [Below 
250] 
Slovenia  [0-5]% [10-20]%  [10-20]%  [20-30]%  [10-20]%  [20-30]%  [5-10]%  [Above 
2000 ] [Above 
250] 
          
                                                 
224 Rounding errors may occur. Duracell is present in all countries. Panasonic is present in almost all countries. "Third 
supplier" and "fourth su pplier" stands for the largest and second -largest suppliers other than the Parties, Duracell and 
Panasonic. The identity of the third and fourth suppliers varies by country. There are no horizontal overlaps in EEA 
countries that are not listed in the table . 
 
63 Country  Energizer  Target 
Business  Combined  Duracell  Panasonic  Third 
supplier  Fourth 
supplier  HHI 
Post-
Merger  Delta 
HHI  
Spain  [10-20]%  [5-10]%  [20-30]%  [10-20]%  [20-30]%  [10-20]%  [5-10]%  [Below 
2000 ] [Below 
250] 
Sweden  [20-30]%  [10-20]%  [40-50]%  [5-10]%  [10-20]%  [5-10]%  [5-10]%  [Above 
2000]  [Above 
250] 
UK [10-20]%  [0-5]% [20-30]%  [30-40]%  [5-10]%  [5-10]%  [5-10]%  [Below 
2000 ] [Below 
250 ]  
EEA  [10-20]%  [10-20]%  [30-40]% [10-20]%  [5-10]%  [5-10]%  [5-10]%  [Below 
2000 ] [Above 
250] 
 Source: Parties' reply to RFI 5, Annex 14.1  
5.6.1.   Latvia  
(357)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded specialty batteries in 
Latvia.  
(358)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household specialty batteries in Latvia with a combined share of 
[50-60]% (Energizer [5-10]%, Spectrum [50-60]%), followed by Duracell ( [20-30]%); 
Camelion ( [0-5]%) and Philips ( [0-5]%).225  
(359)  Second, the market for the wholesale supply of branded specialty batteries in Latvia  is highly 
concentrated with an HHI level post -Transaction of [Above 2000 ] and a delta of [Above 250 ] 
respectively.  
(360)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply o f branded specialty batteries.  
(361)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded specialty batteries.  
(362)  Fifth, as disc ussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded specialty batteries.  
(363)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded specialty batteries.  
5.6.2.  Finland  
(364)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded specialty batteries in 
Finland.  
(365)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household specialty batteries in Fi nland  with a combined share 
                                                 
225  Form CO, Annex 6.I.3.  
 
64 of [50-60]% (Energizer [20-30]%, Spectrum [20-30]%), followed by Gold Peak ( [5-10]%), 
Duracell ( [5-10]%), Panasonic ( [5-10]%) and Maxell ( [5-10]%).226  
(366)  Second, the market for the wholesale supply of branded specialty batteries in Finland is 
highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a delta of 
[Above 250 ] respectively.  
(367)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded specialty batteries.  
(368)  Fourth, as discussed  in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the w holesale supply of 
branded specialty batteries.  
(369)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect  the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded specialty batteries.  
(370)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded specialty batteries.  
5.6.3.  France  
(371)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded specialty batteries in 
France.  
(372)  First, post -Transaction, the Parties would be the clear ma rket leader in the market for the 
wholesale supply of branded household specialty batteries in France  with a combined share of 
[40-50]% (Energizer [30-40]%, Spectrum [10-20]%), followed by Duracell ( [10-20]%), 
Renata ( [5-10]%),Panasonic ( [5-10]% ) and Sony ([5-10]%).227  
(373)  Second, the market for the wholesale supply of branded specialty batteries in France is highly 
concentrated with an HHI level post -Transaction of [Above 2000 ] and a delta of [Above 250 ] 
respectively.  
(374)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale supply of branded specialty batteries.  
(375)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in t he markets for the wholesale supply of 
branded specialty batteries.  
(376)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce i s unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded specialty batteries.  
                                                 
226  Form CO, Annex 6.I.3.  
227  Form CO, Annex 6.I.3.  
 
65 (377)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded specialty batteries.  
(378)  Seventh , several respond ents to the Commission's market investigation expect the 
Transaction to have a negative impact on the market for the wholesale supply of branded 
specialty batteries in France.228 
5.6.4.  Germany  
(379)  For the reasons set out below, the Transaction raises serious doubts as  to its compatibility 
with the internal market with respect to the wholesale supply of branded specialty batteries in 
Germany .  
(380)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded household specialty batteries in Germany  with a combined share 
of [40-50]% (Energizer [10-20]%, Spectrum [20-30]%), followed by Ansmann  ([10-20]%), 
Duracell ( [5-10]%) and  Gold Peak ([5-10]%).229  
(381)  Second, the market for the wholesale supply of branded specialty batteries in Germany  is 
highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a delta of  
[Above 250 ] respectivel y. 
(382)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important competitors in relation to  the wholesale su pply of branded specialty batteries.  
(383)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded specialty batteries.  
(384)  Fifth, as disc ussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded specialty batteries.  
(385)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded specialty batteries.  
(386)  Seventh , several respondents to the Commission's market investigation expect the 
Transaction to have a neg ative impact on the market for the wholesale supply of branded 
specialty batteries in Germany .230 
5.6.5.  Norway  
(387)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale suppl y of branded specialty batteries in 
Norway .  
                                                 
228  Replies to Q1 – Questionnaire to Customers, question s 33 to 39  
229  Form CO, Annex 6.I.3.  
230  Replies to Q1 – Questionnaire to Customers, question s 33 to 39.  
 
66 (388)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded specialty batteries in Norway  with a combined share of  [40-
50]% (Energizer [30-40]%, Spectrum [5-10]%), followed by Duracell ( [10-20]%), Panasonic 
([10-20]%), Sony  ([5-10]%) and Gold Peak ( [5-10]%).231  
(389)  Second, the market for the wholesale supply of branded specialty batteries in Norway  is 
highly concentrated with an HHI level post -Transa ction of [Above 2000 ] and a delta of  
[Above 250 ] respectively.  
(390)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be clo se and 
important competitors in relation to  the wholesale supply of branded specialty batteries.  
(391)  Fourth, as discussed in Section 5.3.2 , the Commission considers that private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded specialty batteries.  
(392)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded specialty batter ies. 
(393)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to in crease prices in the markets  for the wholesale 
supply of branded specialty batteries.  
5.6.6.  Sweden  
(394)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of brand ed specialty batteries in 
Sweden .  
(395)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded specialty batteries in Sweden  with a combined share of [40-
50]% (Energizer [20-30]%, Spectrum [10-20]%), followed by Panasonic ( [10-20]%), Sony 
([5-10]%), Duracell ( [5-10]%) and Gold Peak ( [5-10]%).232  
(396)  Second, the market for the wholesale supply of branded specialty batteries in Sweden  is 
highly concentrated with an HHI level post -Transaction of [Above 2000 ] and a delta of  
[Above 250 ] respectively . 
(397)  Third, as discussed in Section 5.3.1 , the Commission considers the Parties to be close and 
important  competitors in relation to  the wholesale supply of branded specialty batteries.  
(398)  Fourth, as discussed in Section 5.3.2 , the Commission considers t hat private label batteries 
exercise only a limited constraint on the Parties in the markets for the wholesale supply of 
branded specialty batteries.  
                                                 
231  Form CO, Annex 6.I.3.  
232  Form CO, Annex 6.I.3.  
 
67 (399)  Fifth, as discussed in Section 5.3.3 , the Commission considers that e-commerce is unlikely to 
affect the Parties' market position in the short - to medium term in the markets  for the 
wholesale supply of branded specialty batteries.  
(400)  Sixth, as discussed in Section 5.3.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase  prices in the markets  for the wholesale 
supply of branded specialty batteries.  
5.6.7.  Other affected markets  
(401)  With regard to the wholesale supply of branded specialty batteries in Austria, Belgium, 
Czechia, Ireland, Italy, Lithuania , Malta , the Netherlands  and Spain , the Commission notes, 
on the one hand, that:  
(a) First, the Parties have sizable combined market shares on those markets: [30-40]% in 
Austria, [30-40]% in Belgium, [20-30]% in Czechia, [20-30]% in Ireland, [20-30]% in 
Italy, [20-30]% in Lithuania, [20-30]% in Malta , [20-30]% in the Netherlands  and 
[20-30]% in Spain . 
(b) Second, as shown in Table 3 above, all of those markets are concentrated, with HHI 
levels post -Transaction of between [Below 2000 ] and [Above 2000 ] and with an HHI 
delta of between [Below 250 ] and [Above 250 ] (with the exception of Austria, where 
the HHI delta is [Below 150 ] with post -Transaction HHI of [HHI Below 2000 ]). 
(c) Third, the Transaction would create the largest (in the case of  Austria, Belgium, 
Czechia and the Netherlands) or the second largest (in the case of Ireland, Italy, 
Lithuania,  Malta  and Spain ) supplier, thereby also reducing the number of suppliers 
on these already concentrated markets.  
(d) Fourth, the market dynamics identified by the Commission at 5.3.1  to 5.3.4 , apply 
equally to the markets for branded spe cialty batteries in these countries.  
(e) Fifth, several market participants have raised concerns about potential price increases 
or decreases in quality or innovation in these markets.233  
(402)  On the other hand, the Commission also notes that:  
(a) First, there are signi ficant alternative suppliers of branded specialty batteries on those 
markets. Duracell is, and will post -Transaction remain, the market leader in Ireland 
([30-40]%), Italy ([20-30]%), Lithuania ( [20-30]%) and Malta ([30-40]%) and 
Panasonic is and will post -Transaction remain the market leader in Spain ( [20-30]%). 
Duracell will also remain a close competitor to the merged entity in Austria ( [20-
30]%), Belgium ( [30-40]%) and the Netherlands ( [10-20]%) and Gold Peak will 
remain a  close competitor to the merged entity in Czechia ( [20-30]%). 
(b) Second, in addition to the above -mentioned closest competitors to the merged entity, 
there are three other alternative suppliers of branded specialty  batteries active on each 
                                                 
233  Replies to Q1 – Questionnaire to Customers; question 35; Replies to Q2 – Questionnaire to Competitors, question 
35. 
 
68 of those markets, i ncluding suppliers such as Panasonic, Sony, Philips , Maxell and 
Renata . 
(c) Third, a number of market participants have indicated that they do not anticipate any 
price increase or decreases in quality or innovation in those markets.234  
(403)  Ultimately, the question of whether serious doubts arise in Austria, Belgium, Czechia, 
Ireland, Italy, Lithuania,  Malta, the Netherlands  and Spain  can be left open as the 
commitments discussed in section 6 include all of the activities of Spectrum's Varta Business 
in the EMEA region and therefore entirely remove the overlap in the markets for branded 
specialty  batteries in those countries.  
5.6.8.  Other horizontal overlaps  
(404)  With regards to the wholesale supply of specialty  batteries in Bulgaria, Croatia, Cyprus, 
Denmark, Estonia, Greece, Hungary, Luxembourg, Poland, Portugal, Romania, Slovakia, 
Slovenia and the UK , the Commission notes that the horizontal overlaps between the  Parties 
in these countries do not lead to combined market shares above [10-20]%. Therefore, in these 
markets, the Transaction does not raise serious doubts as regards its compatibility with the 
internal market.  
5.6.9.  Conclusion on the assessment of potential ho rizontal non -coordinated effects on the 
national markets for the wholesale of branded specia lty batteries  to the retail channel  
(405)  On the basis of the above, the Commission concludes that:  
(a) the Transaction raises serious doubts as regards its compatibility wit h the internal 
market due to horizontal non -coordinated effects  in the markets for the wholesale 
supply of branded specialty  batteries in Finland , France, Germany, Latvia, Norway 
and Sweden ; 
(b) the question of whether serious doubts arise in Austria, Belgium,  Czechia, Ireland, 
Italy, Lithuania, Malta, the Netherlands and Spain can be left open as the 
commitments include all of the activities of Spectrum's Varta Business in the EMEA 
region and therefore entirely remove the overlap in the markets for the wholesa le 
supply of branded specialty batteries in those countries; and  
(c) the Transaction does not raise serious doubts as regards its compatibility with the 
internal market due to horizontal non -coordinated effects  in the markets for the 
wholesale supply of brande d specialty  batteries in Bulgaria, Croatia, Cyprus, 
Denmark, Estonia, Greece, Hungary, Luxembourg, Poland, Portugal, Romania, 
Slovakia, Slovenia and the UK . 
5.7. Assessment of potential horizontal non -coordinated effects on the national markets for 
the wholesal e supply of branded hearing aid batteries  to the mass retail channel  
(406)  Spectrum (with its Rayovac brand) is currently the market leader in branded hearing aid 
batteries in a number of EEA countries. In comparison,  Energizer is a less significant supplier 
                                                 
234  Replies to Q1 – Questionnaire to Customers; question 35; Replies to Q2 – Questionnaire to Competitors,  question 
35. 
 
69 of branded hearing aid batteries at the EEA level  (with [20-30]% market share in the mass 
retail channel) . Nevertheless, its presence achieves more than [30-40]% market share in 11 
EEA countries  and more than [20-30]% in 2 further EEA countries .  
(407)  As shown in Table 4 below, the  merged entity would be the largest player in the EEA (with a 
[50-60]% combined market share) followed by Duracell ( [20-30]%) and would become  the 
only supplier  of branded hearing aid batteries in the mass retail channel in 9 national mar kets 
(Bulgaria, Czech ia, Denmark, Finland, H ungary, Ireland, Luxembourg, Norway  and 
Slovakia ). The merged entity  would also have combined market shares above [90-100]% in 3 
further markets (Netherlands, Poland and Slovenia) , very high combined market share s 
(between [40-50]% and [80--90%) in 8 further national markets, in 6 of which this transaction 
would constitute a 3 to 2 merger (Austria, Belgium, Ita ly, Romania, Spain and the UK).  
Table 4: Market shares in branded hearing aid batteries in the mass retail channel, 2017 by 
value235  
 Sour ce: Parties' reply to RFI 5, Annex 14.1  
                                                 
235  Rounding errors may occur.  There are no horizontal overlaps in EEA countries that are not listed in the table.  Country  Energizer  Target 
Business  Combined  Duracell  Panasonic  Sony  HHI Post-
Merger  Delta HHI  
Austria  [5-10]%  [40-50]%  [50-60]%  [0-5]% [0-5]% [40-50]%  [Above 2000]  [Above 250]  
Belgium  [30-40]%  [40-50]%  [70-80]%  [20-30]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
Bulgaria  [0-5]% [90-100]%  [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Below 150]  
Czechia  [60-70]%  [30-40]%  [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
Denmark  [90-100]%  [0-5]% [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
Finland  [40-50]%  [50-60]%  [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
France  [0-5]% [30-40]%  [30-40]%  [40-50]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
Germany  [20-30]%  [20-30]%  [50-60]%  [30-40]%  [5-10]%  [5-10]%  [Above 2000]  [Above 250]  
Hungary  [50-60]%  [40-50]%  [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
Ireland  [60-70]%  [30-40]%  [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
Italy [0-5]% [70-80]%  [70-80]%  [10-20]%  [0-5]% [0-5]% [Above 2000]  [Below 250]  
Luxembourg  [50-60]%  [40-50]%  [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250] 
Netherlands  [0-5]% [90-100]%  [90-100]%  [5-10]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
Norway  [40-50]%  [50-60]%  [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
Poland  [30-40]%  [50-60]%  [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
Romania  [5-10]%  [30-40]%  [40-50]%  [0-5]% [50-60]%  [0-5]% [Above 2000]  [Above 250]  
Slovakia  [30-40]%  [60-70]%  [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
Slovenia  [5-10]%  [90-100]%  [90-100]%  [0-5]% [0-5]% [0-5]% [Above 2000]  [Above 250]  
Spain  [20-30]%  [50-60]%  [70-80]%  [10-20]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
Sweden  [10-20]%  [30-40]%  [40-50]%  [30-40]%  [0-5]% [10-20]%  [Above 2000]  [Above 250]  
UK [40-50]%  [30-40]%  [70-80]%  [20-30]%  [0-5]% [0-5]% [Above 2000]  [Above 250]  
 
70 (408)  There are a number of common characteristics of the markets for the wholesale supply of 
hearing aid batteries in the mass retail channel across the EEA which will be discussed in 
sections 5.7.1  to 5.7.5 .  
5.7.1.  The Parties are close and important competitors in most of the national markets in the EEA 
in an already concentrated industry with limited alternatives  
(a) The Notifying Party's view  
(409)  The Notifying Party argues that the Parties are not close competitors236 and that the merged 
entity will face fierce competition from other strong branded suppliers.237 The Notifying 
Party identifies Duracell (with its Easytab brand), Gold Peak, Panasonic, Sony, Philips  and 
Ansmann as alternative suppliers to the merged entity in the EEA.  
(b) The Commission's assessment  
(410)  The vast majority of retailer and wholesaler customers that responded to the Commission's 
market investigation stated that Rayovac is Energizer's closest competitor in the supply of 
hearing aid batteries.238 Duracell and Varta Microbattery's PowerOne brand were ranked on 
average as the next closest competitors, followed by Panasonic. The results were similar with 
regard to the market participants' views of Rayovac's closest competitors: the majority deem 
Energizer to be Rayovac's closest competitor in the supply of hearing aid  batteries.239 
(411)  Other than the market participants' views of the Parties' closest competitors, the Commission, 
in the course of its market investigation, has found that suppliers of  branded hearing aid 
batteries ( other than the Parties, Varta Microbattery240 and Duracell ), are perceived by 
customers as being of lower , or less consistently reliable , quality. For example, one customer 
ranked hearing aid batteries produced by the Chinese company ZhuHai Zhi Li Battery (the 
ZeniPower brand) in the last place due to " considerable quality fluctuations ".241 
(412)  Furthermore, there is a perception among some customers that only V arta Microbattery and 
Spectrum's Rayovac operate a global distribution and sales network. Some of t he other non -
EEA based suppliers , especially those no t yet establishd with a distribution network  for other 
types of batteries , are not seen to be (at least at present) capable of supplying significant 
customers in the EEA due to capacity limitations, geographical reach, financial resources and 
a lack of an international supply network.242 As one hearing aid customer explained: " The 
Chinese ZeniPower has so far not made the huge investments accompanied with the 
operation of a comparable network ."243 
(413)  Furthermore, the barriers to entry appear to be  relatively high.  The production of hearing aid 
batteries requires significant invest ments in R&D and production lines over a number of 
                                                 
236  Form CO, paragraphs 1406, 1414.  
237  Form CO, paragraphs 1415, 1425 -1433.  
238  Replies to Q1 – Questionnaire to Customers, questi on 24 . 
239  Replies to Q1 – Questio nnaire to Customers, question 25.  
240  As explained in section 4, Varta Microbattery, which is a separate entity not connected to the Parties, [Information 
on Varta Microbattery] . 
241  Minutes of a call with a customer, 26 July  2018, 15:30 CET.  
242  Minutes of a call with a customer, 26 July 2018, 15:30 CET.  
243  Minutes of a call with a customer, 20 July 2018, 11:00 CET.  
 
71 years, in order to optimize the battery with regard to size and performance. Significant 
investment into a distribution network would als o be required to enter the market. For these 
reasons, some market participants have indicated that they would not have the ability to 
manufacture hearing aid batteries themselves. 244 As one hearing aid batteries customer 
explains: " What would be needed is t echnology, capacity and the interest of entering a market 
which is still small in terms of volume and size ."245 A competitor also explained that "[ a] 
supplier will be required to have and maintain the manufacturing and/or sales operation for 
starting making sales of hearing aid batteries, too, and it takes lots of costs and man 
power ".246  
(414)  Even entering the market as a supplier (and not a manufacturer) alone can be resource -
intensive. As a competitor explained, in order to start making sales of hearing aid batt eries, a 
supplier would need to be able to source all the different battery categories and technologies 
and would have to adapt and manufacture different packaging, manage logistics, conduct 
internal qualification  and negotiate business conditions with man ufacturers of hearing aid 
batteries , which the competitor estimates can take a year .247 On the other hand, the incentives 
for new entry may be limited, since, as one competitor explained, " hearing batteries is a 
specialized field with limited supplier base. As such it requires a long term commitment ".248 
(415)  For these reasons, the Commission finds that the Parties are close and important competitors 
in most of the national markets in the EEA in an already concentrated industry with limited 
alternatives.  
5.7.2.  Private lab el batteries only exercise a limited constraint on the Parties  
(a) The Notifying Party's view  
(416)  The Notifying Party argues that hearing aid batteries are supplied to retailers that are not 
audiologists (i.e. the mass retail channel) as a part of battery supplier s' consumer battery 
offering and that, accordingly, the impact of private label on the supply of branded hearing 
aid batteries in the mass retail channel is similar to that of private label on other branded  
consumer batteries.249  
(b) The Commission's assessment  
(417)  With regard to other consumer batteries, the Commission  has found at 5.3.2  that private label 
batteries exercise only a limited constraint on the Parties. The Commission refers to the 
arguments set out in section 5.3.2 , which apply equally to hearing aid batteries  sold in the 
mass retail chann el. 
(418)  Furthermore, market participants that responded to the Commission 's market investigation 
have stated that brand recognition is very important in the hearing aid battery market  
specifically . As one hearing aid battery customer explained: " The battery business is a brand 
                                                 
244  See e.g. Minutes of a call with a customer, 20 July 2018, 11:00 CET.  
245  Minutes of a call with a customer, 2 6 July 2018, 15:30 CET.  
246  Replies to Q2 – Questionnaire to Competitors, question 14.2.  
247  Replies to Q2 – Questionnaire to Competitors, question 14.2.  
248  Replies to Q2 – Questionnaire to Competitors, question 14.2.  
249  Form CO, paragraph 1434.  
 
72 business ." 250 Another customer active on the Finnish market for hearing aid batteries 
explained: " Big brand have made  a lot of marketing in Finland so they are well known ."251 
Another customer active on the French market for he aring aid batteries expressed a similar 
view: " Brand awareness is important in the battery sector because there is a lot of marketing 
on some national brands and consumers are reassured and more easily buy the more well -
known brands ".252 According to one Hun garian customer, brands may matter more for 
hearing aid batteries, since the product for which they are needed is of a medical nature: 
"Consumers follow doctor's advise and therefore purchase recommended brands and 
types ."253 
(419)  For these reasons, the Commissio n finds that private label hearing aid batteries only exercise 
a limited constraint on the Parties in their supply of branded hearing aid batteries to the mass 
retail channel.  
5.7.3.  E-commerce is unlikely to affect the Parties ' market position in the short - to medium term 
(a) The Notifying Party's view  
(420)  The Notifying Party  argues that the importance of e -commerce on hearing aid batteries is 
further accentuated  by the fact that hearing aid batteries are a high -frequency  sales product 
compared to regular consumer batter ies, which in the Notifying Party's view means that e-
commerce (in particular subscription services such as Amazon's subscription service) are 
particular relevant with respect to hearing aid batteries.254 
(b) The Commission's assessment  
(421)  The Commission has found at 5.3.3  that e -commerce is unlikely to affect the Parties' market 
position in consumer batteries in the short - to m edium term. The same arguments a pply to 
hearing aid batteries.  
(422)  Furthermore, the results of the market investigation suggest that in regard to hearing aid 
batteries specifically, e -commerce is likely to play an even less significant role than for other 
types of consumer batteries , in view  of the more specific demographic of a typical hearing aid 
batteries consumer . For example, one customer explained  that " elderly customers (who are 
the majority of hearing aid consumers) tend not to trust online channels and would much 
rather buy directly from an in -store environment ."255 
                                                 
250  Minutes of a call with a customer, 26 July 2018, 15:30 CET.  
251  Replies to Q1 – Questionnaire to Customers, question 26.1 . 
252  Replies to Q1 – Questionnaire to Customers, question 26.1. (Translation from French original: " La notoriété de la 
marque est importante dans le secteur des piles car il y a beaucoup de marketing sur certaines marques nationales 
et les consommateurs sont rassurés et achètent plus facilement les marques davantage connues .") 
253  Replies to Q1 – Questionnaire to Custom ers, question 1 6.1. 
254  Form CO, paragraph 1438.  
255  Replies to Q1 – Questionnaire to Custom ers, question 16.1.  
 
73 5.7.4.  Customers only exercise a limited constraint on the Parties'  ability to increase prices  
(a) The Notifying Party's view  
(423)  The Notifying Party argues that the merged entity will not be in a position to exert market 
power vis -à-vis its customers (retailers) and will instead face significant countervailing buyer 
power both from traditional retailers  and online retailers and platforms. In the Notifying 
Party's view, sales of hearing aid batteries to the mass retail channel form part of the overall 
offering of consumer batteries, with customers, especially traditional large retailers, 
controlling the number and mix of category players that the customers  offer to their  
customers (including the focus on brand and product placement, shelf space, pricing levels  
and promotions). The Notifying Party further argues that in tenders concerning hearing aid 
batteries alone, competition among suppliers is fierce, with retailers  often playing suppliers 
off against one another. 256 
(b) The Commission's assessment  
(424)  The Commission  has found at 5.3.4  that customers exercise only a limite d constraint on the 
Parties' ability to increase prices for consumer batteries. The same arguments apply with 
respect to hearing aid batteries . Furthermore, the markets for the wholesale supply of hearing 
aid batteries to the mass retail channel are highly  concentrated, where there are  limited (or no) 
alternative suppliers to the merged entity in a number of EEA coun tries.257 In those countries, 
therefore, the merged entity's customers would not be in the position to exercise a significant 
degree of counterva iling buyer power.  
5.7.5.  Concerns raised by market participants in the course of the market investigation  
(425)  The Commission's market investigation revealed that a significant number of customers and 
competitors expect prices of branded hearing aid batteries to incr ease as a result of the 
Transaction.  
(426)  The Commission  has furthermore received complaints from 14 consumer associations from 
various Member States representing the interests of the deaf and the hard of hearing, all 
expressing concerns about the effects of th is Transaction on the market for hearing aid 
batteries, mainly as a result of: (i) the P arties' creation or strengthening of market dominance, 
and (ii) eventual increases in the prices of hearing aid batteries.  
5.7.6.  Bulgaria  
(427)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Bulgaria.  
(428)  First, post -Transaction, the merged entity would be the only supplier of branded hearing aid 
batteries in the mass retail channel in Bulgaria with a combined market share of 100%.  
                                                 
256  Form CO, paragraphs 1440 -1443.  
257  See Table 4.  
 
74 (429)  Second , as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass ret ail channel . 
(430)  Third , as discussed at 5.7.3 , the Commission considers that e-commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(431)  Fourth , as discussed  at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(432)  Fifth , the Notifying Party argues t hat the Transaction will not have any impact on the 
segment for the supply of hearing aid batteries to the mass retail channel in Bulgaria despite 
the Parties' high combined market shares, since Energizer only made sales worth of EUR 
[Sales information ] in 2017 (and had no sales in the two preceding years), which accounts for 
[0-5]% of overall hearing aid battery sales.258 The Notifying Party further argues that [Sales 
strategy] .259 However, the Commission finds that by creating a single supplier of branded 
hearing aid batteries in the mass retail channel in Bulgaria, the Transaction would eliminate 
the only  potential  challenger to Spectrum's dominant position in this channel on the Bulgarian 
market.  
5.7.7.  Czech ia 
(433)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Czechia.  
(434)  First, post -Transaction, the merged entity would be the only supplier of branded h earing aid 
batteries in the mass retail channel in Czechia with a combined market share of 100%.  
(435)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass r etail channel.  
(436)  Third, as discussed at 5.7.3 , the Commission considers that e-commerce is unlikely to affect 
the Parties' market position in the sho rt- to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(437)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(438)  Fifth, the Notifying Party argues  that since Energizer [Distribution strategy] , its ability to 
compete locally with Spectrum in Central and Easter Europe (including Czechia) is 
limited.260 However, the Commission finds that by creating a [single supplier of branded 
hearing aid batteries in the mass retail channel in Czechia, the Transaction would eliminate 
                                                 
258  Form CO, paragraph 1462.  
259  Form CO, paragraph 1463.  
260  Form CO, paragraph 1463.  
 
75 the only potential challenger to each other's very strong market position in this channel on the 
Czech  market.  
5.7.8.  Denmark  
(439)  For the reasons s et out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Denmark .  
(440)  First, post -Transaction, the merged entity wo uld be the only supplier of branded hearing aid 
batteries in the mass retail channel in Denmark with  a combined market share of 100%.  
(441)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(442)  Third, as discussed at 5.7.3 , the Commission considers that e-commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(443)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(444)  Fifth, the Notifying Party argues that the Transaction will not hav e a significant impact on the 
segment for the supply of branded hearing aid batteries to the mass retail channel in Denmark 
despite the Parties' high combined market shares, as there is virtually no overlap in the sales 
of hearing aid batteries in this cha nnel. Spectrum only carried out sales worth  EUR [Sales 
information ] in 2017, accounting for [0-5]% of the sales of hearing aid batteries to the mass 
retail channel.261 The Notifying Party further argues that the sales of hearing aid batteries via 
the mass re tail channel in Denmark is constrained by the supply of hearing aid batteries 
through the Danish national healthcare providers.262 However, the Commission finds that by 
creating a single supplier of branded hearing aid batteries in the mass retail channel in  
Denmark , the Transaction would eliminate the only competitor to Energizer 's dominant 
position in this channel on the Danish market.  
5.7.9.  Finland  
(445)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Finland .  
(446)  First, the Parties are curre ntly the number one (Spectrum – [50-60]%) and number two 
(Energizer – [40-50]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Finland, with no other suppliers present on the market. Post-Transaction, the merged entity 
would be the only supplier of branded hearing aid batteries in the mass retail channel in 
Finland with  a combined market share of 100%.  
                                                 
261  Form CO, paragraph 1464.  
262  Form CO, paragraph 1465.  
 
76 (447)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(448)  Third, as discussed at 5.7.3 , the Commission considers that e-commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(449)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(450)  Fifth, by creating a single supplier of branded hearing aid batteri es in the mass retail channel 
in Finland , the Trans action would eliminate Spectrum's only competitor in this channel on the 
Finnish market.   
(451)  Sixth, as one Finnish customer observed, "[ u]sers of hearing aid batteries are buying it 
mostly from supermarkets i n Finland ".263 This Transaction would therefore significantly 
affect not only the competitive dynamics on the Finnish wholesale supply market, but also 
consumer choice in the mass retail channel.  
5.7.10.  Hungary  
(452)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Hungary .  
(453)  First, the Parties are currently the number one (Energizer – [50-60]%) and number two 
(Spectrum – [40-50]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Hungary, with no other suppliers present on the market. Post -Transaction, the merged 
entity would be the only supplier of branded hearing aid batteries in the mass retail channel in 
Hungary  with a combined market share of 100%.  
(454)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass r etail channel.  
(455)  Third, as discussed at 5.7.3 , the Commission considers that e-commerce is unlikely to affect 
the Parties' market position in the sho rt- to medium term in the markets  for the wholesale 
supply of hearing aid  batteries  in the mass retail channel . 
(456)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(457)  Fifth, the Notifying Party argues that th e Transaction will not have a significant impact on the 
segment for the supply of hearing aid batteries to the mass retail channel in Hungary  despite 
the Parties' high combined market shares, as there is virtually no overlap in the sales of 
hearing aid batteries in Hungary. Energizer only carried out sales worth EUR [ Sales 
                                                 
263  Replies to Q1 – Questionnaire to Custom ers, question 16.1.  
 
77 information ] in 2017  and of approximately EUR [Sales information ] in 2016 , accounting for 
only [5-10]% of the overall  hearing aid battery  sales .264 However, the Commission finds that 
by creating a single supplier of branded hearing aid batteries in the mass retail channel in 
Hungary , the Transaction would eliminate Energizer's only  competitor  in this channel on the 
Hungarian  market.  
5.7.11.  Ireland  
(458)  For the r easons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Ireland.  
(459)  First, the Parties are currently the number one (Energizer – [60-70]%) and number two 
(Spectrum – [30-40]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Ireland, with no other suppliers present on the market. Post -Transaction, the merged entity 
would be the only supplier of branded hearing aid batteries in the mass retail channel in 
Ireland with a combined market share of 100%.  
(460)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(461)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of br anded hearing aid  batteries  in the mass retail channel . 
(462)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(463)  Fifth, the Commission finds that by creating a single supplier of branded hearing aid batteries 
in the mass retail channel in Ireland , the Transaction would eliminate Energizer's only  
competitor in this channel on the Irish market.  
5.7.12.  Luxembourg  
(464)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal  market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Luxembourg .  
(465)  First, the Parties are currently the number one (Energizer – [50-60]%) and number two 
(Spectrum – [40-50]%) wholesale suppliers of hear ing aid batteries to the mass retail channel 
in Luxembourg , with no other suppliers present on the market. Post -Transaction, the merged 
entity would be the only supplier of branded hearing aid batteries in the mass retail channel in 
Luxembourg with  a combined market share of 100%.  
                                                 
264  Form CO, paragraph 1464. The Commission notes, however, that according to the market share data provided by the 
Parties (Parties' reply to RFI 5, Annex 14.1), Ene rgizer's sales accounted for [50 -60]% of the sales in this channel 
and that Spectrum's sales in this channel in 2017 amounted to EUR [ Number ] and accounted for [40 -50]% of sales in 
this channel in 2017.  
 
78 (466)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited cons traint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(467)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(468)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the  wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(469)  Fifth, the Notifying Party argues that the Transaction will not have a significant impact on the 
segment for the supply of hearing aid batteries to the mass retail channel in Luxembourg  
despite the Parties' high combined market shares, as there is virtually no overlap in the sales 
of hearing aid batteries in Luxembourg . Energizer only made  sales worth EUR [Sales 
information ] in 2017 (and of approximately EUR [Sales information ] in 2015 and in 2016) , 
accounting for only [0-5]% of the overall hearing aid market.265 However, the Commission 
finds that by creating a single supplier of branded hearing aid batteries in the mass retail 
channel in Luxembourg , the Transaction would eliminat e Energizer's only  competitor in this 
channel on the Luxembourg  market.  
5.7.13.  Norway  
(470)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid  batteries 
in the mass retail channel in Norway .  
(471)  First, the Parties are currently the number one (Spectrum – [50-60]%) and number two 
(Energizer – [40-50]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Norway, with no other s uppliers present on the market. Post -Transaction, the merged entity 
would be the only supplier of branded hearing aid batteries in the mass retail channel in 
Norway with a combined market share of 100%.  
(472)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid b atteries in the mass retail channel.  
(473)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(474)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesa le 
supply of branded hearing aid  batteries  in the mass retail channel . 
                                                 
265  Form CO, paragraph 1470. The Commission notes, how ever, that according to the market share data provided by the 
Parties (Parties' reply to RFI 5, Annex 14.1), Energizer's sales accounted for [50 -60]% of the sales in this channel 
and that Spectrum's sales in this channel in 2017 amounted to EUR [Number]  and accounted for [40 -50]% of sales in 
this channel in 2017.  
 
 
79 (475)  Fifth, the Commission finds that by creating a single supplier of branded hearing aid batteries 
in the mass retail channel in Norway, the Transaction would eliminate Energizer's only  
competitor in this channel on the Norwegian market.  
5.7.14.  Slovakia  
(476)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the ma ss retail channel in Slovakia.  
(477)  First, the Parties are currently the number one (Spectrum – [60-70]%) and number two 
(Energizer – [30-40]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Slovakia, with no other suppliers present  on the market. Post -Transaction, the merged 
entity would be the only supplier of branded hearing aid batteries in the mass retail channel in 
Slovakia with  a combined market share of 100%.  
(478)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(479)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(480)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(481)  Fifth, the Commission f inds that by creating a single supplier of branded hearing aid batteries 
in the mass retail channel in Slovakia , the Transaction would eliminate Energizer's only  
competitor in this channel on the Slovakian market.  
5.7.15.  Slovenia  
(482)  For the reasons set out below, th e Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Slovenia.  
(483)  First, the Parties are currently the number one (Spectrum – [90-100]%) and number two 
(Energizer – [5-10]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Slovenia, with no other suppliers present on the market. Post -Transaction, the merged 
entity would effectively be the only supplier of branded hearing aid batteries in the mass 
retail channel in Slovenia with a combined market share of [90-100]%.  
(484)  Second, as discussed at 5.7.2 , the Commission considers that private label ba tteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(485)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail c hannel . 
 
80 (486)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increa se prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(487)  Fifth, the Commission finds that by creating a single supplier of branded hearing aid batteries 
in the mass retail channel in Slovenia , the Trans action would eliminate the only potential 
challenger to Spectrum's dominant  position in this channel on the Slovenian market.  
5.7.16.  Poland  
(488)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Poland.  
(489)  First, the Parties are curren tly the number one (Spectrum – [50-60]%) and number two 
(Energizer – [30-40]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Poland , with [Market position]  Duracell ( [0-5]%) as the third supplier  present on the 
market. Post -Transaction, the merged entity would be the dominant  supplier of branded 
hearing aid batteries in the mass retail channel in Poland  with a combined market share of 
[90-100]%.  
(490)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail chan nel. 
(491)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(492)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(493)  Fifth, the Commission finds that by  creating a single supplier from the current number one 
and number two suppliers of branded hearing aid batteries in the mass retail channel in 
Poland , the Transaction would eliminate Spectrum's closest and only significant competitor  in 
this channel on th e Polish  market.  
5.7.17.  Netherlands  
(494)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in the Nethe rlands.  
(495)  First, the Parties are currently the number one (Spectrum – [90-100]%) and number three 
(Energizer – [0-5]%) wholesale suppliers of hearing aid batteries to the mass retail channel in 
the Netherlands , with [Market position]  Duracell ( [5-10]%) and Panasonic ( [0-5]%) as 
alternative suppliers present on the market. Post -Transaction, the merged entity would be the 
dominant supplier of branded hearing aid batteries in the mass retail channel in the 
Netherlands with a combined market share of [90-100]%.  
 
81 (496)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the marke ts for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(497)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batter ies in the mass retail channel . 
(498)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Pa rties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(499)  Fifth, the Notifying Party argues that the Transaction will not have a significant impact on the 
segment for the supply o f hearing aid batteries to the mass retail channel in the Netherlands  
despite the Parties' high combined market shares, as there is virtually no overlap in the s ales 
of hearing aid batteries in the mass retail channel . Energizer only made sales worth worth  
EUR [Number]  in 2017 , accounting for only [0-5]% of hearing aid battery sales to the mass 
retail channel .266 However, the Commission finds that the Transaction would further 
strengthen the dominant position enjoyed by Spectrum on the Dutch  market, with Duracell's 
modest presence  on this market not being likely to exercise a sufficient  competitive constraint  
on the merged entity post -Transaction.   
5.7.18.  United Kingdom  
(500)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in the UK.  
(501)  First, the Parties are currently the number one (Energizer – [40-50]%) and number two 
(Spectrum – [30-40]%) wholesale suppl iers of hearing aid batteries to the mass retail channel 
in the UK, with [Market position]  Duracell ( [20-30]%) as the third supplier present on the 
market. Post -Transaction, the merged entity would be the dominant supplier of branded 
hearing aid batteries in the mass retail channel in the UK with a combined market share of 
[70-80]%.  
(502)  Second, as discussed at 5.7.2 , the Commission considers that privat e label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(503)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(504)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Partie s’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
                                                 
266  Form CO, paragraph 1471.  
 
82 (505)  Fifth, the Commission finds that by creating a single supplier from the current number one 
and number two suppliers of brande d hearing aid batteries in the mass retail channel in the 
UK, the Transaction would eliminate Spectrum's closest competitor in this channel on the UK 
market, reducing the number of suppliers from three to two.  
5.7.19.  Spain  
(506)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Spain.  
(507)  First, the Parties are current ly the number one (Spectrum – [50-60]%) and number two 
(Energizer  – [20-30]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Spain, with [Market position]  Duracell ( [10-20]%) as the third supplier present on the 
market. Post -Transaction, the merged entity would be the dominant supplier of branded 
hearing aid batteries in the mass retail channel in Spain  with a combined market share of [70-
80]%.  
(508)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(509)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(510)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(511)  Fifth, the Notifying Party argues that,  despite the Parties' high combined market shares, the 
merged entity will face significant competition from Duracell post -Transaction.267 However, 
the Commission finds that by creating a single supplier from the current number one and 
number two suppliers of  branded hearing aid batteries in the mass retail channel in Spain, the 
Transaction would eliminate Spectrum's closest competitor in this channel on the Spanish 
market, reducing the number of suppliers fr om three to two.  Duracell , as the only remaining 
alternative supplier on the market , accounting for only a fifth of the market, is not likely to 
exert sufficient competitive pressure on the merged entity post -Transaction.  
5.7.20.  Belgium  
(512)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Belgium.  
(513)  First, the Parties are curre ntly the number one (Spectrum – [40-50]%) and number two 
(Energizer  – [30-40]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Belgium , with only Duracell ( [20-30]%) as the third supplier present on the market. Post -
                                                 
267  Form CO, paragraph 14 73. 
 
83 Transaction,  the merged entity would be the dominant supplier of branded hearing aid 
batteries in the mass retail channel in Belgium  with a combined market share of [70-80]%.  
(514)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(515)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(516)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(517)  Fifth, the Notifying Party argues t hat, despite the Parties' high combined market shares, the 
merged entity will face significant competition from Duracell post -Transaction.268 However, 
the Commission finds that by creating a single supplier from the current number one and 
number two supplier s of branded hearing aid batteries in the mass retail channel in Belgium , 
the Transaction would eliminate Spectrum's closest competitor in this channel on the Belgian  
market, reducing the number of suppliers from three to two . Duracell as the only remainin g 
alternative supplier on the market, accounting for only a quarter of the market, is not likely to 
exert sufficient competitive pressure on the merged entity post -Transaction.  
5.7.21.  Italy 
(518)  For the reasons set out below, the Transaction raises serious doubts as t o its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Italy.  
(519)  First, the Parties are currently the number one (Spectrum – [70-80]%) and number three 
(Energizer – [0-5]%) wholesale suppliers of hearing aid batteries to the mass retail channel in 
Italy, with Duracell ( [10-20]%) as number two and the only other  supplier present on the 
market. Post -Transaction, the merged entity would be the dominant supplier of branded 
hearing aid batteries in the mass retail channel in Italy with a combined market share of [70-
80]%.  
(520)  Second, as discussed at 5.7.2 , the Commission c onsiders that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(521)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing ai d batteries  in the mass retail channel . 
(522)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint o n the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
                                                 
268  Form CO, paragraph 1461.  
 
84 (523)  Fifth, the Notifying Party argues that the Transaction will not have a significant impact on the 
segment for the supply of hearing aid batteries to the mass retail channel in Italy despite the 
Parties' high combined market shares, as there is virtually no overlap in the sales of hearing 
aid batteries in Italy. Energizer only made sales worth Energizer only made sales  worth EUR 
[Number]  in 2017, accounting for only [0-5]% of hearing aid battery sales to the mass retail 
channel. The Notifying Party further argue that the merged entity will face significant 
competition from Duracell post -Transaction.269 However, the Commis sion finds that the 
Transaction would further strengthen the dominant position enjoyed by Spectrum on the 
Italian market. Duracell as the only remaining alternative supplier on the market, accounting 
for only [10-20]% of the market, is not likely to exert sufficient competitive pressure on the 
merged entity post -Transaction.  
5.7.22.  Austria  
(524)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid  batteries 
in the mass retail channel in Austria.  
(525)  First, the Parties are currently the number one (Spectrum – [40-50]%) and number three 
(Energizer – [5-10]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Austria, with Sony ( [40-50]%) as number two and the only other supplier present on the 
market. Post -Transaction, the merged entity would be the dominant supplier of branded 
hearing aid batteries in the mass retail channel in Austria  with a combined market share of 
[50-60]%.  
(526)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the marke ts for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(527)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batter ies in the mass retail channel . 
(528)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Pa rties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid batteries  in the mass retail channel . 
(529)  Fifth, the Notifying Party argues that the Transaction will not have a significant impact on the 
segment for the supply o f hearing aid batteries to the mass retail channel in Austria despite 
the Parties' high combined market shares, as there is virtually no overlap in the sales of 
hearing aid batteries in Austria . Energizer only made sales worth Energizer only made sales 
worth EUR [Number]  in 2017, accounting for only [5-10]% of hearing aid battery sales to the 
mass retail channel.270 However, the Commission finds that the Transaction would further 
strengthen the do minant position enjoyed by Spectrum on the Austrian  market , and would 
reduce the number of suppliers from three to two . Sony  will remain the only other  alternative 
supplier on the market.  
                                                 
269  Form CO, paragraph 1469.  
270  Form CO, paragraph 146 0. 
 
85 5.7.23.  Germany  
(530)  For the reasons set out below, the Transaction raises seriou s doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded hearing aid batteries 
in the mass retail channel in Germany.  
(531)  First, the Parties are currently the number two (Energizer – [20-30]%) and number three 
(Spectrum – [20-30]%) wholesale suppliers of hearing aid batteries to the mass retail channel 
in Germany. Duracell ( [30-40]%) is currently the market leader. Panasonic ( [5-10]%) and 
Sony ( [5-10]%) are also present on the German market.  
(532)  Second, as discusse d at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale  supply of branded 
hearing aid batteries in the mass retail channel.  
(533)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unli kely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(534)  Fourth, as discussed at 5.7.4 , the Commission considers that customers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass  retail channel . 
(535)  Fifth, the Notifying Party argues that, despite the Parties' high combined market shares, the 
merged entity will face significant competition from suppliers such as Duracell, Panasonic 
and Sony post -Transaction.271 However, The T ransaction would create a market leader, with 
a combined market share [50-60]%, with the next significant competitor having a sizeably 
lower market share and with no other significant competitors present on the market. These 
other suppliers are therefore n ot very likely to exercise a sufficient competitive constraint on 
the merged entity post -Transaction.  
5.7.24.  Sweden  
(536)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale  supply of branded hearing aid batteries 
in the mass retail channel in Sweden.  
(537)  First, the Parties are currently the number two (Spectrum – [30-40]%) and number three 
(Energizer – [10-20]%) wholesale suppliers of hearing aid batteries to the mass retail ch annel 
in Sweden. Duracell ( [30-40]%) is currently the market leader. Sony ( [10-20]%) is the only 
other supplier present on the Swedish market.  
(538)  Second, as discussed at 5.7.2 , the Commission considers that private label batteries exercise 
only a limited constraint on the Parties in the markets for the wholesale supply of branded 
hearing aid batteries in the mass retail channel.  
(539)  Third, as discussed at 5.7.3 , the Commission considers that e -commerce is unlikely to affect 
the Parties' market position in the short - to medium term in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
                                                 
271  Form CO, paragraph 1467.  
 
86 (540)  Fourth, as discussed at 5.7.4 , the Commission considers that cust omers exercise only a 
limited constraint on the Parties’ ability to increase prices in the markets  for the wholesale 
supply of branded hearing aid  batteries  in the mass retail channel . 
(541)  Fifth, the Notifying Party argues that, despite the Parties' high combi ned market shares, the 
merged entity will face significant competition from suppliers such as Duracell and Sony 
post-Transaction.272 However, The Transaction would create a market leader, with a 
combined market share [40-50]%, with the next significant compe titor having a sizeably 
lower market share ( [30-40]% ) and with no other significant competitors present on the 
market (Sony's market share being [10-20]%). These other suppliers are therefore not very 
likely to exercise a sufficient competitive constraint on the merged entity post -Transaction.  
5.7.25.  France and Romania  
(542)  With regard to the wholesale supply of branded hearing aid batteries in France and Romania , 
the Commission notes, on the one hand, that:  
(a) First, the Parties have sizable combined market shares on those markets: [30-40]% in 
France and [40-50]% in Romania . 
(b) Second, as shown in Table 4 above, all of those markets are concentrated, with HHI 
levels post -Transaction of [Above 2000] ] in France and [Above 2000]  in Romania and  
HHI d elta of [Above 250 ] and [Above 250 ], respectively . 
(c) Third, the Transaction would create the second -largest supplier  in each of these 
countries , thereby also reducing the number of suppliers on these already very 
concentrated markets . In France, the Transact ion would reduce the number of 
suppliers from four to three, and in Romania, from three to two.  
(d) Fourth, the market dynamics identified by the Commission at 5.7.1 to 5.7.4  apply 
equally to the markets for hearing aid  batteries in these countries . 
(e) Fifth, several market participants have raised concerns about potential price increases 
or decreases in quality or innovation in these markets.273  
(543)  On the other hand, the Commission also notes that:  
(a) First, Duracell is a  significant alternative supplier  of hearing aid batteries in France 
([40-50]%) and Panasonic is a significant alternative supplier of hearing aid batteries 
in Romania ( [50-60]%).  
(b) Second, Panasonic is also present in France as a third supplier with a [0-5]% market 
share (which is currently j ust slightly below Energizer's market share in France).  
(c) Third, a number of market participants have indicated that they do not anticipate any 
price increase or decreases in quality or innovation in those markets.274  
                                                 
272  Form CO, paragraph 1474.  
273  Replies to Q1 – Questionnaire to Customers; Replies to Q2 – Questionnaire to Competitors.  
274  Replies to Q1 – Questionnaire to Customers; Replies to Q2 – Questionnaire to Competitors.  
 
87 (544)  Ultimately, the question of whether serio us doubts arise in France and Romania  can be left 
open as the commitments discussed in section 6 include an exclusive license for the 
distribution a nd marketing of Spectrum's Rayovac hearing aid battery in the mass retail 
channel in the EMEA region, and therefore entirely remove the overlap in the markets for 
branded hearing aid  batteries in those countries for a period of [Information on scope of the  
commitment] . 
5.7.26.  Conclusion on the assessment of potential horizontal non -coordinated effects on  the 
national markets for the wholesale supply of branded hearing aid  batteries to the mass 
retail channel  
(545)  On the basis of the above, the Commission concludes that : 
(a) the Transaction raises serious doubts as regards its compatibility with the internal 
market due to horizontal non -coordinated effects  in the markets for the wholesale 
supply of branded hearing aid  batteries in Austria, Belgium, Bulgaria , Czechia, 
Denmark, Finland, Germany, Hungary, Ireland, Italy, Luxembourg, Netherlands, 
Norway, Poland, Slovakia, Slovenia, Spain, Sweden and the UK . 
(b) the question of whether serious doubts arise in France and Romania can be left open 
as the commitments inc lude an exclusive license for the distribution and marketing of 
Spectrum's Rayovac hearing aid battery in the mass retail channel in the EMEA 
region, and therefore entirely remove the overlap in the markets for branded  hearing 
aid batteries in those countr ies for a perio d of [Information on scope of the 
commitment] . 
5.8. Assessment of potential horizontal non -coordinated effects on the EEA -wide markets 
for the wholesale supply of branded household and specialty batteries to OEMs  
5.8.1.1.  The Notifying Party's view  
(546)  The Pa rties submit that the Transaction is not expected to have a significant impact on 
competition and cannot be conceived to give rise to competition concerns  in the markets for 
the supply of household and specialty batteries to the OEM channel.275  
(547)  First, the N otifying Party states that the combined share of sales of the Parties in the EEA will 
remain modest, or the increment in share brought about by the Transaction will be 
immaterial.276 
(548)  Second, the Notifying Party submit s that they will continue to face signifi cant competition 
within the EEA. 277 
(549)  Third, the Notifying Party contend s that customers are sophisticated purchasers that face no 
significant barriers to switching supplier.278 
                                                 
275 Form Co, paras 129 and 1111  
276 Form Co, paras 1113 -1115  
277  Form Co, p aras 1116 -1121  
278  Form Co, paras 1122 -1123  
 
88 5.8.1.2.  The Commission 's assessment  
(550)  For the reasons set out below, the Transaction does not raise serious doubts as to its 
compatibility with the internal market with respect to the wholesale supply of household and 
specialty batteries to the OEM channel  in the EEA .  
(551)  First, when segmenting the market for the supply of household and specialty batteries to 
OEM customers within the EEA on the basis of rechargeability, chemistry and shape, and 
allocating to Spectrum sales of specialty batteries under the distribution agreement wi th 
[Supplier] , the Parties’ combined share exceeded [20-30]% in 2017 in four segments, namely  
(i) primary alkaline cylinder batteries; (ii) primary lithium cylinder batteries ; (iii) primary 
alkaline coin and (iv) primary lithium coin . However, the Parties'  combined market shares are 
either modest or show  a limited increment, or both . 
(a) In the primary alkaline cylinder segment, the Parties’ combined share in 2017 was 
modest, at [20-30]% (Energizer [5-10]% and Spectrum [10-20]%). The Parties will 
continue to be constrained by competitors with significant markets shares such as 
Duracell ( [40-50]%) and Panasonic ( [10-20]%). 
(b) In the  primary lithium cylinder segment the Parties’ combined share reached [40-
50]% in 2017, but the incremen t in share brought about by the Proposed Transaction 
is limited, at [0-5]%. The Parties will continue to be constrained by competitors with 
non-negligible market shares such as Panasonic ( [10-20]%) and Gold Peak ( [5-10]%). 
(c) In the  primary alkaline coin batt eries  segment , the Parties’ combined share in 2017 
was below [20-30]% on either a volume or value bases, with a limited addition of 
share, at [0-5]%. The Parties will continue to be constrained by competitors with 
significant markets shares such as Duracel l ([20-30]%), Panasonic ( [10-20]%) and 
Varta Microbattery ( [10-20]%). 
(d) In the primary lithium coin  segment , the Parties’ combined share in 2017 was slightly 
above [20-30]%, with virtually no overlap, at less than [0-5]%. The Parties will 
continue to be cons trained by competitors with significant markets shares such as 
Duracell ( [20-30]%), Panasonic ( [10-20]%) and Varta Microbattery ( [10-20]%). 
(552)  Second , the Parties  supply very small amounts of batteries that are specifically targeted at 
OEM customers , [Informa tion on supply strategy] , which means that their OEM customers 
are also treated in the same manner as non -OEM customers so that they are not positioned as 
specialist suppliers to the OEM channel, unlike competitors such as Panasonic  and 
Duracell.279 
(553)  Third , customers in the OEM sales channel are large, often multinational players with the 
ability to switch easily between suppliers, which is much more the case than in the retail sales 
channel.280 
                                                 
279  Form CO, Parties' reply to RFI 3  
280  Parties' reply to RFI 3  
 
89 (554)  Fourth , the majority  of respondents to the Commission's market inv estigation who expressed 
a view did not expect the Transaction to have a negative impact on the sale of consumer  
batteries to OEMs .281 
(555)  A competitor  commented: " The Transaction does not have an impact on the OEM business 
market ."282 
5.8.1.3.  Conclusion  
(556)  On the basis of t he above, the Commission concludes that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as regards its impact on 
competition in the markets for the  supply of primary alkaline cylinder batteries , primary  
lithiu m cylinder batteries, primary alkaline coin batteries or primary lithium coin batteries to 
the OEM channel in the EEA.  
5.9. Wholesale supply of branded portable battery char gers – overview of market dynamics 
across different national markets in the EEA   
5.9.1.1.  The Notifying Party's view  
(557)  The Notifying Party submit s that the Transaction will not impede effective competition as 
regards the sale of portable battery chargers to retailers and wholesalers in the EEA .  
(558)  First, the Notifying Party states that the combined  share of sales of the Parties , which they 
claim should at least be considered to be EEA -wide in scope and to include private lab el, 
cannot, at [30-40]%, be considered to be able to impede competition in any material 
respect.283 
(559)  Second, the Notifying Party submit s that the merged entity will continue to face fierce 
competition from other strong suppliers post -Transaction.284 
(560)  Third, the Notifying Party contend s that the impact of private label on portable battery 
chargers is similar to that of private label on other products, including consumer batteries .285 
(561)  Fourth, they submit that the effect of e-commerce on portable battery chargers is comparable 
to that experienced with respect to consumer batteries.286 
(562)  Fifth, they claim that Energizer will face the same strong countervailing buyer power post -
transaction with respect to portable battery chargers as in relation to consumer batteries.287 
                                                 
281  Replies to Q2  – Questio nnaire to Competitors, question 39  
282  Replies to Q2  – Questionnaire to Competitors , question  39.1 
283  Form CO, par. 1595  
284  Form CO, par. 1596 -1599  
285  Form CO, par. 1 600 
286  Form CO, par. 1601 -1602  
287  Form CO, par. 1602  
 
90 5.9.1.2.  The Commission 's assessment  
(563)  The Commission considers that , as the Parties suggest,  similar mar ket dynamics apply to 
branded portable battery chargers compared to branded consumer batteries.  This is for the 
following reasons.  
(564)  First, most suppliers of branded consumer batteries also sell branded portable battery 
chargers: a clear majority of competitors responding to the market investigation replied that 
they also sold branded portable battery chargers in the EEA.288 
(565)  Second, the competitive landscape in branded portable battery chargers in the EEA is very 
similar to that in branded household batteries. At the EEA level, the same top five players, 
namely Duracell, Energizer, Spectrum, Panasonic and Gold Peak, have very similar positions  
(around [30-40]%, [20-30]%, [20-30]%, [10-20]% and [5-10]% respectively) . 
(566)  Third , most customers of branded consumer batteries also sell branded portable battery 
chargers : a clear majority of customers  responding to the market investigation replied that 
they also purchased branded battery chargers in the EEA.289 
(567)  Fourth , portable ba ttery chargers are products that are closely related to consumer batteries. 
In retail stores they are most commonly displayed alongside consumer batteries and are often 
sold in packs  together with a set of rechargeable batteries. 290 
(568)  The Commission considers  that t here are a number of common characteristics of the markets 
for branded portable battery chargers  across the EEA , which will be discussed in paragra phs 
(569)  to (574) . 
(569)  First, the Commission considers that the Parties are important competitors in the already 
concentrated market for  brande d portable battery chargers . 
(570)  Post-Transaction, the Parties would be the clear market leader in branded portable battery 
chargers with a combined share at the EEA level of [40-50]% (Energizer [20-30]%, Spectrum 
[10-20]%), followed by Duracell ( [20-30]%), Panasonic ( [10-20]%), and Gold Peak ( [5-
10]%).291  
(571)  The aggregate national markets for branded portable battery chargers at the EEA level are 
highly concentrated with HHI levels post -Transaction of [Above 2000]  and a delta of [Above 
250]. 
(572)  Second , considering  that similar market dynamics apply to branded portable battery chargers 
compared to branded consumer batteries , as discussed in paragraphs (563)  to (567) , the 
Commission is of the view  that private label battery chargers exercise only a limited 
constraint on the Parties in the markets for the w holesale supply of branded chargers, as 
discussed with regard to consumer batteries in Section 5.3.2 .  
                                                 
288  Replies to Q2  – Questio nnaire to Competitors, question 4  
289  Replies to Q1 – Questionnaire to Customers, question 5  
290  Form CO, par. 1573  
291  Form CO, Annex 7.III.1.  
 
91 (573)  Third , considering  that similar market dynamics apply to branded portable battery chargers 
compared to branded consumer batteries,  as discussed in paragraphs (563)  to (567) , the 
Commission is of the view  that e-commerce is unlik ely to affect the Parties' market position 
in the short - to medium term in the markets for the wholesale supply of branded chargers, as 
discussed with regard to consumer batteries in Section 5.3.3 . 
(574)  Fourth, considering that  similar market dynamics apply to branded portable battery chargers 
compared to branded consumer batteries, as discussed in paragraphs (563)  to (567) , the 
Commission is of the view that customers exercise only a limited c onstraint on the Parties’ 
ability to increase prices in the markets for the wholesale supply of branded chargers, as 
discussed  with regard to consumer batteries in Section 5.3.4 . 
5.10. Assessment of potential horizontal non -coordinated effects on the national markets for 
the wholesale supply of branded portable battery chargers  
(575)  Energizer and Spectrum are currently the second and third largest players in th e EEA in 
branded portable battery chargers (with market shares of [20-30]% and [10-20]% 
respectively), with Duracell ( [20-30]%) as the number one player. The merged entity would 
become the clear market leader in a number of EEA countries, with Duracell and  other 
players as considerably smaller players.  
(576)  As shown in Table 5 below, the combined market shares of the merged entity would exceed 
[50-60]% in three  countries , namely  Germany ( [70-80]%), France ( [60-70]%), Hungary ( [50-
60]%), and would exceed [40-50]% in an additional three countries , namely Poland ( [40-
50]%), the Netherlands ( [40-50]%) and the UK ( [40-50]%). The market shares thus indicate 
that the Transaction could create or strengthen a dominant position in several EEA countries.  
(577)  There are further h orizontal overlaps that lead to (i) combined market shares above 25% and 
(ii) HHI levels post -Transaction of above 2,000 and an HHI delta of more than 150  in 10 
EEA countries, and horizontal overlaps with combined market shares below 25% in 12 other 
EEA co untries.  
  
 
92 Table 5: Market shares in branded portable battery chargers, 2017 by value292 
Country  Energizer  Target 
Business  Combined  Duracell  Panasonic  Third 
supplier  Fourth 
supplier  / 
Other  HHI 
Post-
Merger  Delta HHI  
Austria  [5-10]%  [20-30]%  [30-40]%  [30-40]%  [5-10]%  [10-20]%  [0-5]%** [Above 
2000]  [Above 
250] 
Belgium  [5-10]%  [10-20]%  [20-30]%  [40-50]% [5-10]%  [10-20]%  [10-20]% * Above 
2000  [Above 
250] 
Bulgaria  [0-5]% [10-20]%  [20-30]%  [40-50]% [0-5]% [10-20]% [0-5]%**  Above 
2000  [Below 
150] 
Croatia  [0-5]% [20-30]% [20-30]%  [40-50]% [0-5]% [10-20]%  [10-20]%  ** Above 
2000  [Below 
150] 
Czechia  [0-5]% [20-30]% [30-40]%  [5-10]%  [5-10]%  [30-40]% [0-5]%** Above 
2000  [Below 
250] 
Denmark  [0-5]% [5-10]% [10-20]%  [20-30]%  [0-5]% [30-40]%  [20-30]%**  Above 
2000  [Below 
150] 
Estonia  [0-5]% [0-5]% [5-10]%  [20-30]%  [20-30]%  [30-40]% [5-10]%  ** Above 
2000  [Below 
150] 
Finland  [5-10]%  [20-30]%  [30-40]% [20-30]%  [20-30]%  [5-10]%  [0-5]% ** Above 
2000  [Above 
250] 
France  [40-50]%  [20-30]%  [60-70]% [10-20]%  [0-5]% [0-5]% [10-20]%* Above 
2000  [Above 
250] 
Germany  [10-20]%  [60-70]%  [70-80]%  [5-10]%  [0-5]% [0-5]% [0-5]%** Above 
2000  [Above 
250] 
Greece  [10-20]%  [20-30]%  [30-40]%  [20-30]%  [10-20]%  [5-10]%  [0-5]%** Above 
2000  [Above 
250] 
Hungary  [5-10]%  [40-50]%  [50-60]%  [5-10]%  [0-5]% [10-20]%  [0-5]%** Above 
2000  [Above 
250] 
Iceland  [0-5]% [0-5]% [0-5]% [20-30]% [10-20]%  [30-40]%  [5-10]%**  Above 
2000  [Below 
150] 
Italy [10-20]%  [10-20]%  [20-30]% [50-60]%  [0-5]% [0-5]% [10-20]%* Above 
2000  [Above 
250] 
Latvia  [0-5]% [10-20]%  [10-20]%  [20-30]% [20-30]%  [30-40]%  [5-10]% * Above 
2000  [Below 
150] 
Lithuania  [5-10]%  [0-5]% [5-10]%  [20-30]%  [30-40]%  [30-40]%  [5-10]% * Above 
2000  [Below 
150] 
Luxembourg  [10-20]%  [10-20]%  [20-30]% [50-60]%  [10-20]%  [10-20]%  [5-10]%* Above 
2000  [Above 
250] 
Malta  [10-20]%  [0-5]% [20-30]%  [50-60]%  [5-10]%  [5-10]%  [10-20]%* Above 
2000  [Below 
250] 
Netherlands  [0-5]% [30-40]%  [40-50]%  [30-40]%  [0-5]% [10-20]%  [5-10]% * Above 
2000  [Above 
250] 
Norway  [5-10]%  [0-5]% [5-10]%  [40-50]%  [20-30]%  [10-20]%  [5-10]% * Above 
2000  [Below 
150] 
Poland  [10-20]%  [30-40]%  [40-50]%  [5-10]%  [10-20]%  [20-30]%  [0-5]%**  Above 
2000  [Above 
250] 
Portugal  [20-30]%  [5-10]%  [20-30]%  [30-40]%  [20-30]%  [0-5]% [0-5]%** Above 
2000  [Below 
250] 
Romania  [0-5]% [20-30]%  [20-30]%  [30-40]%  [10-20]%  [10-20]%  [10-20]% ** Above 
2000  [Below 
250] 
Slovakia  [20-30]%  [10-20]%  [30-40]%  [10-20]%  [5-10]%  [30-40]%  [5-10]%*  Above 
2000  [Above 
250] 
Slovenia  [0-5]% [20-30]%  [20-30]%  [10-20]%  [5-10]%  [30-40]%  [10-20]% * Above 
2000  [Below 
150] 
                                                 
292  Rounding errors may occur. Duracell is present in all countries. Panasonic is present in almost all countries. "Third 
supplier" and "fourth supplier" stands for the largest and second -largest suppliers other than the Parties, Duracell and 
Panas onic. The identity of the third and fourth suppliers varies by country.  Where the Notifying Party has not 
provided the identity of the fourth supplier, but has attributed a market share to "other" suppliers, this figure is 
provided in the table, followed b y an asterisk (*). Where there is a market share attributed to a fourth supplier, but 
there is also a market share attributed to "other" suppliers by the Notifying Party, the figure provided in the table is 
the market share attributed to the fourth supplie r, followed by two asterisks (**).There are no horizontal overlaps in 
EEA countries that are not listed in the table.  
 
93 Country  Energizer  Target 
Business  Combined  Duracell  Panasonic  Third 
supplier  Fourth 
supplier / 
Other  HHI 
Post-
Merger  Delta HHI  
Spain  [10-20]%  [5-10]%  [20-30]% [5-10]%  [50-60]%  [5-10]%  [0-5]%** Above 
2000  [Below 
150] 
Sweden  [10-20]%  [10-20]%  [20-30]% [10-20]%  [20-30]%  [30-40]%  [5-10]% ** Above 
2000  [Above 
250] 
UK [30-40]%  [0-5]% [40-50]%  [40-50]%  [5-10]%  [5-10]%  [5-10]% * Above 
2000  [Below 
250] 
EEA  [20-30]%  [10-20]%  [40-50]%  [20-30]%  [10-20]%  [5-10]%  [0-5]% Above 
2000  [Above 
250] 
 Source : Form CO, Annex 7.III.1  
 
5.10.1.  France  
(578)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded portable battery 
chargers in France.  
(579)  First, post -Transaction, the Pa rties would be the clear market leader in the market for the 
wholesale supply of branded portable battery chargers in France  with a combined share of 
[60-70]% (Energizer  [40-50]%, Spectrum [20-30]%), followed by Duracell ( [10-20]%) and 
Panasonic ( [0-5]%).  
(580)  Second, the market for the wholesale supply of branded portable battery chargers in France is 
highly concentrated with an HHI level post -Transaction of [Above 2000]  and a delta of 
[Above 250] . 
(581)  Third, private label battery chargers exercise only a limited constraint on the Parties, as 
discussed in Section 5.9.1.2 . 
(582)  Fourth, e -commerce is unlikely to affect the Parties’ market position in the  short - to medium 
term, as discussed in Section 5.9.1.2 . 
(583)  Fifth, customers exercise only a limited constraint on the Parties'  ability to increase pr ices, as 
discussed in Section 5.9.1.2 . 
5.10.2.  Germany  
(584)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded portable battery 
chargers in Germany .  
(585)  First, post -Transaction, the Parties would be the c lear market leader in the market for the 
wholesale supply of branded portable battery chargers in Germany  with a combined share of 
[70-80]% (Energizer  [10-20]%, Spectrum [60-70]%), followed by Duracell ( [5-10]%) and 
Panasonic ( [0-5]%).  
(586)  Second, the market for the wholesale supply of branded portable battery chargers in Germany 
is highly concentrated with an HHI level post -Transaction of [Above 2000]  and a delta of 
[Above 250]. 
 
94 (587)  Third, private label battery chargers only exercise a limited constraint on the P arties, as 
discussed in Section 5.9.1.2 . 
(588)  Fourth, e -commerce is unlikely to affect the Parties’ market position in the short - to medium 
term, as dis cussed in Section 5.9.1.2 . 
(589)  Fifth, customers only exercise a limited constraint on the Parties'  ability to increase prices, as 
discussed in Section 5.9.1.2 . 
5.10.3.  Hungary  
(590)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect  to the wholesale supply of branded portable battery 
chargers in Hungary.  
(591)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded portable battery chargers in Hungary with a combined share of  
[50-60]% (Energizer  [5-10]%, Spectrum [40-50]%), followed by Gold Peak ( [10-20]%) and 
Duracell ( [5-10]%).  
(592)  Second, the market for the wholesale supply of branded portable battery chargers in Hungary 
is highly concentrated with an HHI level post -Transactio n of [Above 2000]  and a delta of 
[Above 250] . 
(593)  Third, private label battery chargers only exercise a limited constraint on the Parties, as 
discussed in Section 5.9.1.2 . 
(594)  Fourth, e -commerce is unlikely to affect the Parties’ market position in the short - to medium 
term, as discussed in Section 5.9.1.2 . 
(595)  Fifth, customers only exercise a limited constraint on the Parties'  ability to increase prices, as 
discussed in Section 5.9.1.2 . 
5.10.4.  Netherlands  
(596)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded portable battery 
chargers in the Netherlands.  
(597)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded portable battery chargers in the Netherlands with a combined 
share of [40-50]% (Energizer  [0-5]%, Spe ctrum [30-40]%), followed by Duracell ( [30-40]%) 
and Gold Peak ( [10-20]%). 
(598)  Second, the market for the wholesale supply of branded portable battery chargers in the 
Netherlands is highly concentrated with an HHI level post -Transaction of [Above 2000]  and a 
delta of [Above 250] . 
(599)  Third, private label battery chargers only exercise a limited constraint on the Parties, as 
discussed in Section 5.9.1.2 . 
 
95 (600)  Four th, e-commerce is unlikely to affect the Parties’ market position in the short - to medium 
term, as discussed in Section 5.9.1.2 . 
(601)  Fifth, customers only exercise a limited constraint on the Parties'  ability to increase prices, as 
discussed in Section 5.9.1.2 . 
5.10.5.  Poland  
(602)  For the reasons set out below, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded portable battery 
chargers in Poland.  
(603)  First, post -Transaction, the Parties would be the clear market leader in the market for the 
wholesale supply of branded portable battery chargers in Poland with a combined share of 
[40-50]% (Energizer  [10-20]%, Spectrum [30-40]%), foll owed by Gold Peak ( [20-30]%) and 
Panasonic ( [10-20]%). 
(604)  Second, the market for the wholesale supply of branded portable battery chargers in Poland is 
highly concentrated with an HHI level post -Transaction of [Above 2000]  and a delta of 
[Above 250] . 
(605)  Third, p rivate label battery chargers only exercise a limited constraint on the Parties, as 
discussed in Section 5.9.1.2 . 
(606)  Fourth, e -commerce is unlikely to affect the Parties’ market position in the short - to medium 
term, as discussed in Section 5.9.1.2 . 
(607)  Fifth, customers only exercise a limited constra int on the Parties'  ability to increase prices, as 
discussed in Section 5.9.1.2 . 
5.10.6.  United Kingdom  
(608)  For the reasons set out below, the Transaction rais es serious doubts as to its compatibility 
with the internal market with respect to the wholesale supply of branded portable battery 
chargers in the United Kingdom.  
(609)  First, post -Transaction, the Parties would be the clear market leader in the market for the  
wholesale supply of branded portable battery chargers in the United Kingdom with a 
combined share of [40-50]% (Energizer  [30-40]%, Spectrum [0-5]%), followed by Duracell 
([40-50]%) and Panasonic ( [5-10]%). 
(610)  Second, the market for the wholesale supply of br anded portable battery chargers in the 
United Kingdom is highly concentrated with an HHI level post -Transaction of [Above 2000]  
and a delta of [Below 250 ]. 
(611)  Third, private label battery chargers exercise only a limited constraint on the Parties, as 
discussed in Section 5.9.1.2 . 
(612)  Fourth, e -commerce is unlikely to affect the Parties’ market position in the  short - to medium 
term, as discussed in Section 5.9.1.2 . 
 
96 (613)  Fifth, customers exercise only a limited constraint on the Parties'  ability to increase pr ices, as 
discussed in Section 5.9.1.2 . 
5.10.7.  Other affected markets  
(614)  With regard to the wholesale supply of branded portable battery chargers  in Austria, Belgium, 
Bulgaria, Croatia, Czechia, Finland, Greece, Italy, Luxembourg, Malta, Portugal, Romania, 
Slovenia, Slovakia and Sweden, the Commission notes, on the one hand, that:  
(a) First, the Parties have sizeable combined market shares on those markets: [30-40]% in 
Austria, [20-30]% in Belgium, [20-30]% in Bulgaria, [20-30]% in Croatia, [30-40]% 
in Czechia, [30-40]% in Finland, [30-40]% in Greece, [20-30]% in Italy, [20-30]% in 
Luxembourg, [20-30]% in Malta, [20-30]% in Portugal , [20-30]% in Romania, [20-
30]% in Slovenia, [30-40]% in Slovakia and [20-30]% in Sweden . 
(b) Second, as shown in Table 1 above, all of those markets are concentrated, with HHI 
levels post -Transaction of [Above 2000] and HHI delta of between [Below 250 ] and 
[Above 250] (with the exception of C roatia and Slovenia, where the delta is [Below 
150] respectively).  
(c) Third, the Transaction would create the largest (in the case of Finland , Greece  and 
Slovenia ) or the second largest (in the case of Austria, Belgium, Bulgaria, Croatia, 
Czechia, Italy, Luxe mbourg, Malta, Portugal, Romania, Slovakia and Sweden ) 
supplier, thereby also reducing the number of suppliers on these already concentrated 
markets.  
(d) Fourth, the market dynamics identified by the Commission in Section  5.9.1.2 , apply 
equally to the markets for branded portable battery chargers  in these countries.  
On the other hand, the Commission also notes that:  
(a) First, there are significant alternative suppliers of branded portable battery chargers  on 
those markets. Duracell is, and will post -Transaction remain, the market leader in 
Austria ( [30-40]%), Belgium ( [40-50]%), Bulgaria ( [40-50]%), Croatia ( [40-50]%), 
Italy ( [50-60]%), Luxembourg ( [50-60]%), Malta ( [50-60]%), Portugal ( [30-40]%), 
Romania ( [30-40]%), and Gold Peak is, and will post -Transaction remain, the market 
leader in Czechia ( [30-40]%), Slovakia ( [30-40]%), Slovenia ( [30-40]%) and Sweden 
([30-40]%). Duracell will also remain a close second competitor to the merged entity 
in Finland  ([20-30]%), Greece ([20-30]%), Slovenia ( [10-20]%). 
(b) Second, in addition to the above -mentioned closest competitors to the merged entity, 
there are several  other alternative  suppliers of branded portable battery chargers  active 
on those markets, including suppliers such as Panasonic, Philips, Ansmann, Cegasa 
and Toshiba.  
(615)  Ultimately, the question of whether serious doubts arise in Austria, Belgium, Bulgaria, 
Croatia, Czechia, Finland, Greece, Italy, Luxembourg, Malta, Portugal, Romania, Slovakia , 
Slovenia  and Sweden  can be left open as the commitments discussed in Chapter 7  include all 
of the activities of Spectrum's Varta business in the EMEA region and therefore entirely 
remove the overlap in the markets for branded portable battery chargers  in those countries.  
 
97 5.10.8.  Other horizontal overlaps  
(616)  With regard to the wholesale supply of branded portable battery chargers  in, Denmark, 
Estonia, Iceland, Latvia , Lithuania, Norway  and Spain, the Commission notes that the 
horizontal overlaps between the Parties in these countries do not lead to combined shares 
above [20-30]%. Therefore, in t hese markets, the Transaction does not raise serious doubts as 
regards its compatibility with the internal market.  
5.10.9.  Conclusion  on the assessment of potential horizontal non -coordinated effects on the 
national markets for the wholesale supply of branded port able battery chargers  
(617)  On the basis of the above, the Commission concludes that :  
(a) the Transaction raises serious doubts as to its compatibility with the internal market as 
regards its impact on competition for branded portable battery chargers in France, 
Germany, Hungary, Netherlands, Poland and the United Kingdom, due to horizontal 
non-coordinated effects.  
(b) the question of whether serious doubts arise in Austria, Belgium, Bulgaria, Croatia, 
Czechia, Finland, Greece, Italy, Luxembourg, Malta, Portugal, Roman ia, Slovakia , 
Slovenia  and Sweden can be left open as the commitments include all of the activities 
of Spectrum's Varta Business in the EMEA region and therefore entirely remove the 
overlap in the markets for the wholesale supply of branded portable batter y chargers  
in those countries.  
(c) the Transaction does not raise serious doubts as regards its compatibility with the 
internal market due to horizontal non -coordinated effects in the markets for the 
wholesale supply of branded portable battery chargers in Denmark, Estonia, Iceland, 
Latvia, Lithuania, Norway and Spain.  
5.11. Assessment of potential horizontal non -coordinated effects on the markets for the 
wholesale supply of branded portable lighting products  
5.11.1.1.  The Notifying Party's view  
(618)  The Notifying Party  submit s that the Transaction does not give rise to affected markets with 
respect to the wholesale supply of branded portable lighting products in the EEA . 
(619)  First, Notifying Party  submit s that the Parties  are small market players with modest  EEA -
wide shares, at [5-10]% each and [10-20]% combined.293 However, they were not able to 
provide data more recent than 2014.294  
(620)  Second, Notifying Party  contend s that the lights sector is characterised by its numerous 
competitors, including both large corporations and smaller speci alized companies. They have 
identified over 200 competitors that are active worldwide.295 
                                                 
293  Form CO, paras 1634 and 1653 -1655  
294  2014 figures from Spectrum internal document " [Internal document] ", slide 17, submitted as 5(4) d ocument Annex 
14; in reply to RFI 16 the Parties confirmed that this document was the most recent source they could identify 
regarding market share estimates in portable lighting products, according to which the Parties' combined market 
share in this marke t would be around [10 -20]%.  
 
98 5.11.1.2.  The Commission's assessment  
 
(621)  On the basis of the EEA -wide data provided by the Parties they would continue to be 
constrained by other branded suppliers of portable lighting products, such as Maglite ( [0-
5]%) and Duracell ( [0-5]%). However, the Parties were not able to provide any data at 
national level or data more recent than 2014.  
5.11.1.3.  Conclusion  
(622)  Considering the absence of national data and data m ore recent than 2014  the Commission 
does not make any conclusive findings with regard to markets for the wholesale supply of 
branded portable lighting products. . In any event , there is no need for the Commission to 
conclude on whether the Transaction would  significantly impede effective competition on 
those markets, as the commitments include all of the activities of Spectrum's Varta Business 
in the EMEA region and therefore entirely remove the  overlap in these markets .  
6. PROPOSED REMEDIES  
6.1. Introduction  
(623)  In order to remove the serious doubts arising from the Transaction described in Section 5, the 
Notifying Party submitted commitments modifying the Transaction on 20 November 2018 
(the "Initial Commitments").  
(624)  The Commission launched a market test of the Initial Commitments on 22 November 2018, 
seeking responses from competitors , customers  and potential purchasers  for the business to be 
divested under the Initial Commitments . The Commission informed the Notifying Party of 
the results of the market test on 3 December 2018. Following the feedback received from 
market participants in the market test  and the Commission's initial assessment , the Notifying 
Party submitted a revised set of commitments on 5 December 2018 (the "Final 
Commitments").  
(625)  The Final Commitments are annexed to this decision and form an integral part thereof.  
6.2. Initial Commitments  
6.2.1.  Description of the Initial Commitments  
(626)  First, t he Initial Co mmitments consist of the divestment of Spectrum's Varta consumer battery , 
chargers  and portable power and lighting business (including the private label and OEM 
business) in EMEA (the "Divestment Business"), which includes:  
(a) the relevant legal entities and/or the assets of the relevant leg al entities currently part 
of the Divestment Business;  
                                                                                                                                                                    
295  Form CO, para 1630  
 
99 (b) all intangible assets (including the Varta trademarks and other intellectual property 
rights) and know -how necessary for use by the Divestment Business. Energizer would 
retain the exclusive right to use the Varta brand outside of the EMEA region;  
(c) all R&D equipment, materials, personnel and projects . The Divestment Business 
would also be granted temporary access to shared R&D assets and personnel ; 
(d) legal title and all  real estate rights related to the manufacturing facility at Dischingen, 
Germany;  
(e) all facilities used by the Divestment Business, [Information on facilities] ; 
(f) all dedicated Spectrum personnel;  
(g) key personnel, which includes central management, regional mana gers [Information 
on key personnel] ; 
(h) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the Divestment Business;  
(i) all contracts, leases, commitments and customer orders of the Divestment Business;  
(j) all custome r, credit and other records of the Divestment Business; and  
(k) the benefit, for a transitional period of [Time period]  after the transfer of the legal title  
to the Divestment Business to the purchaser, and on terms and conditions equivalent to 
those at presen t afforded to the Divestment Business, of all current arrangements under 
which Spectrum or its affiliated undertakings supply products or services to the 
Divestment Business.  
(627)  Second, w ith regard to the hearing aid batteries business, the Initial Commitment s include the 
commitment by Energizer to enter, upon the request of the purchaser, for a period of [Time 
period]  into an exclusive supply agreement with the Divestment Business for Rayovac -
branded hearing aid batteries [Cost formula] , to be agreed with the  Purchaser. The supply 
agreement will include a licence for the sale, advertising and marketing of Rayovac -branded 
hearing aid batteries in the non -audiologist retail channel in EMEA. Moreover, the Notifying 
Party commits to supply annually to the Divestme nt Business a quantity of up to 
[Percentage] % of the Divestment Business's net sales in 2018. In addition, the Notifying 
Party also commits not to use the Rayovac brand for sales of hearing aid batteries in the non -
audiologist retail channel in EMEA for an  additional period of [Time period]  after the 
expiration of the supply agreement ("black -out period").  
(628)  Third , the Initial Commitments contain related commitments, including those regarding the 
separation of the Divestment Business from the  businesses retai ned, the preservation of the 
viability, marketability and competitiveness of the Divestment Business, including the 
appointment of a monitoring trustee and, if necessary, a divestiture trustee.  
(629)  The Notifying  Party  consider s that the Initial Commitments  would eliminate the entire 
overlap across the EEA in the markets for consumer batter ies and battery chargers in which 
the Commission has preliminarily expressed competition concerns and thus remove any 
significant impediment to effective competition.  Accordin g to the Notifying Party, the 
Divestment Business is largely an autonomous business within Spectrum. It includes all the 
 
100 necessary tangible and intangible assets that enable it to compete effectively on a stand -alone 
basis (with manufacturing and distribution facilities, supply chain organisation, research and 
development (“R&D”) capability, personnel [including sales, distribution, management and 
corporate functions ], customer and sourcing contracts and intellectual propert y rights). The 
Notifying Party submits that, with around EUR  [Number]  in annual turnover in 2017 and 
approximatively [Number]  employees across EMEA, the Divestment Business represents a 
scale competitor in the consumer battery category.296  
6.2.2.  Results of the ma rket test  
(630)  The results of the market test were generally positive and several companies expressed an 
interest in purchasing the Divestment Business.  
(631)  The vast majority of respondents  that expressed a view indicated that (i) the Initial 
Commitments should reproduce Spectrum's position in the EEA market for consumer 
batteries and battery chargers sufficiently so that the identified competition concerns will be 
eliminated,297 (ii) the Initial Commitments were adequate for the Purchaser to become a 
viable competit or in the EEA market for consumer batteries and battery chargers,298 and (iii) 
the Divestment Business would enable the Purchaser to establish itself as an independent 
competitor.299 Furthermore, the vast majority of customers that expressed a view indicated 
that they would continue to buy consumer batteries from the Divestment Business.300 
(632)  With respect to the scope of the Divestment Business  and, in particular, t he fact that the 
Notifying Party would retain the rights to the Varta brand for use outside of the EMEA 
region , the respondents for the Commission's market test replied as follows : 
(a) The replies of the respondents that provided a view were split as to whether the 
restriction to the use of the Varta brand outside of the EMEA region would adversely 
affect the Divestment Business’ ability to compete with other suppliers that can  offer 
branded batteries at the worldwide level.301 As regards the competitiveness of the  
Divestment Business in the EEA region specifically, however, a large majority of the 
respondents that provided a view considered that the restriction to the use of the Varta 
brand outside of the EMEA region would not adversely affect the Divestment 
                                                 
296  Form RM, paragraph 6.  
297  Replies to Q4 – questionnaire to customers  on the commitments offered by Energizer , question 1; Q5 - questionnaire 
to competitors and potential purchasers  on the commitments offered by Energizer , question 1 . 
298  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question s 2, 15 and 16 ; Q5 - 
questionnaire to competitors and potential purchasers  on the commitments offered by Energizer , question s 2, 17 and 
18. 
299  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 3; Q5 - questionnaire 
to competitors and potential purchasers  on the commitments offered by Energizer , question 3. 
300  Replies to Q4 – questionnaire  to customers on the commitments offered by Energizer , question 4. Most of the 
customers who indicated that they would not purchase consumer batteries from the Divestment Business gave 
reasons unrelated to the Divestment Business, indicating as reasons mai nly that they were currently not purchasing 
Varta batteries or had recently completed a tender process so that no change in supplier was expected for the next 
years.  
301  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 5.3; Q5 - 
questionnaire to competitors and potential purchasers  on the commitments offered by Energizer , question 4.3. 
 
101 Busine ss’ ability to  compete for the business of EEA customers with other suppliers 
that can offer branded  batteries at the worldwide level .302 
(b) The clear majority of respondents considered that the restriction to the use of the 
Varta brand outside of the EMEA regi on would not limit its ability to grow its 
business at the worldwide level in the future while a sizable minority considered that 
this would be the case303 and, within that minority, some respondents considered this 
to adversely affect the viability and comp etitiveness of the Divestment Business  
(while the overall majority did not raise this concern) .304  
(c) A minority of the customers  that responded to the market test  indicated that they 
request quotes for consumer batteries which cover countries outside the EMEA 
region305 and some – albeit few – of those customers that r equest international quotes 
indicated that the Divestment Business’ inability to sell Varta's branded  batteries at 
the worldwide level would affect its ability to compete for their business.306  
(633)  As regards intellectual property ( IP) and know -how (other than the restriction of the Varta 
brand discussed in paragraph (632) ), while the vast majority of respondents to the market test 
that provided a view considered  the IP rights and know -how transferred with the Divestment 
Business to be sufficient to allow it to manufacture consumer batteries and compete 
effectively with the merged entity in the EEA , a small number of respondents did not .307  
(634)  With regard to hearing aid b atteries , the respondents for the Commission's market test replied 
as follow s: 
(a) The majority of respondents that provided an answer indicated that the Initial 
Commitments would provide the Purchaser with the ability and the incentive to 
establish itself as an independent competitor in the EEA hearing aid batteries market 
within a [Time period]  timeframe.308 Moreover, the majority of respondents also 
indicated that the length of the black -out period was sufficient , while a minority of 
respondent suggested a lon ger period than [Time period]  to avoid consumer 
confusion .309  
(b) However, around half  of the competitors that provided an answer indicated that it 
would be either difficult or very difficult for the purchaser of the Divestment Business 
to enter into a supply c ontract with a suitable producer of hearing aid batteries after 
                                                 
302  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 5.4; Q5 - 
questionnaire to com petitors and potential purchasers  on the commitments offered by Energizer , question 4.4. 
303  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 6; Q5 - questionnaire 
to competitors and potential purchasers  on the commitments offered by Energizer , question 5. 
304  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 6.2; Q5 - 
questionnaire to competitors and potential purchasers  on the commitments offered by Energizer , question 5.2. 
305  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 5.2. 
306  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 5.4. 
307  Replies to Q5 - questionnaire  to competitors  and potential  purchasers , question  10. 
308  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 8; Q5 - questionnaire 
to competitors and potential purchasers  on the commitments offered by Energizer , question 7.  
309  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 9; Q5 - questionnaire 
to competitors and potential purchasers  on the commitments offered by Energizer , question 8.  
 
102 the expiry of the [Time period]  supply agreement, pointing to the limited number of 
producers of hearing aid batteries and therefore of alternative suppliers.310  
(c) Other points of criticism, brought forward in particular by one competitor  (and 
generally not brought  forward by other market  participants),  concerned mainly (i) the 
alleged need to replicate Spectrum' s position through the commitments, (ii) the fact 
that the hearing aid supply agreement would only be entered into upon request of the 
purchaser, (iii) the alle ged high costs for the Divestment Business going forward, 
including for marketing and advertising and for setting up a distribution network, (iv) 
the unlikelihood of hearing aid customers switching to a new brand since th e re-
branding period (supply agreement and black -out period) was too short and the 
Divestment Business would allegedly continue to face competition for Rayovac 
branded batteries,  and (v) the cost formula for the s upply agreement (" [Cost 
formula] ") which was to be ultimately ag reed with the Purchaser.   
(635)  As regards R&D capabilities , the majority of competitors and customers that provided a  view  
indicated that the proposed carve -out and transfer of R&D assets is suffic ient to enable the 
purchaser to innovate so as to compete effectively with the merged entity in the EEA  
markets .311 Some respondents pointed out , however, that since the branded consumer battery 
business is R&D intensive, access to the same R&D capabilities would be key for the 
Divestment Business and questioned the effectiveness of the envisioned temporary sharing of 
R&D capabilities312 as well as the number of R&D personnel included in the Initial 
Commitments.313 
(636)  With regard to the envisaged transfer of existing supply and distribution agreements , at least 
one respondent noted that the Divestment Business might not be able to  obtain the same 
terms as Spectrum , in light of its more limited scale.314  
(637)  As to personnel , the majority of respondents that expressed a view (among many that did not 
express a view on this specific point) stated that all country managers should be included as 
key personnel of the Divestment Business.315 
(638)  As regards potential purchasers , the vast majority of respondents that expressed a view 
considered that the Initial Commitments were sufficiently attractive for potential 
purchasers316 with a number of companies contacted in the market test already expressing 
their interest in purchasing the Divestment Business.317 Many respondents also considered it 
necessary for a suitable purchaser to be already active in consumer batteries, in batteri es in 
                                                 
310  Q5 - questionnaire to competitors and potent ial purchasers  on the commitments offered by Energizer , question 9. 
311  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 11; Q5 - 
questionnaire to competitors and potential purchasers  on the commitments offered by  Energizer , question 11. 
312  Ibid. 
313  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 11; Q5 - 
questionnaire to competitors and potential purchasers  on the commitments offered by Energizer , question s 11, 14 
and 1 5. 
314  Q5 - questionnaire to competitors and potential purchasers  on the commitments offered by Energizer , question  1. 
315  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 13; Q5 - 
questionnaire to competitors and potential purchasers  on the commitments offered by Energizer , question 13. 
316  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 20; Q5 - 
questionnaire to competitors and potential purchasers  on the commitments off ered by Energizer , question 22. 
317  Q5 - questionnaire to competitors and potential purchasers  on the commitments offered by Energizer , question 24. 
 
103 general and/or in consumer goods while a sizable minority considered that no specific 
industry experience was necessary.318  
6.2.3.  Commission’s assessment of the Initial Commitments  
6.2.3.1.  Scope of the Divestment Business  and removal of competition concerns  
(639)  The Ini tial Commitments include  the entire activities of Spectrum in household batteries, 
specialty batteries and battery chargers in the EEA  (and even go beyond that by including the 
entire activities of Spectrum in household batteries, specialty batteries and b attery chargers in 
the Middle East and Africa, leading to divestments in a total of 103 countries) .  
(640)  The Initial Commitments also include  the activities of Spectrum in the sale of hearing aid 
batteries in the non -audiologist channel in the EEA by granting the Purchaser a license for the 
use of the Rayovac brand for [Time period]  (followed by a [Time period]  black -out period), 
together with a supply agreement for the hearing aid batteries for a [Time period]  period  (and 
even go beyond that by including the a ctivities of Spectrum in the sale of hearing aid batteries 
in the non -audiologist channel in the Middle East and Africa) . The supply agreement and 
brand license will allow the Purchaser to continue the existing Rayovac business in selling 
hearing aid batte ries in the non -audiologist channel for a [Time period]  period, giving it time 
to re-brand and to establish i ts own supply source for hearing aid batteries.   
(641)  The Initial Commitments therefore remove the entire overlap between the Parties’ activities 
in each of the national markets for the wholesale supply of (i) branded household primary 
batteries to the retail channel, (ii) branded household secondary batterie s to the retail channel , 
(iii) branded  specialty batteries  to the retail channel , (iv) branded hearing aid batteries to the 
mass retail channel, and (v) branded battery chargers , in which the Commission has raised 
serious doubts as to the compatibility of the Transaction with the internal market.  
(642)  Nevertheless, the Commission consider s that the Initial Commitments are not sufficiently 
clear with regard to the products covered by the Initial Commitments. In particular, while the 
Form RM and the Schedule to t he Initial  Commitments referred to the Spectrum Varta battery 
charger business in the EMEA region being divested, there was no reference to battery 
chargers in the text of the Initial Commitments.   
6.2.3.2.  Viability and competitiveness of the Divestment Business  
(643)  The Commission  considers that , based on the evidence on file and the results of the market 
test, the Initial Commitments are in general suitable to lead to the divestment of a viable and 
competitive business. The Spectrum Varta business has operated as a st and-alone business 
within the Spectrum  organisation in many ways, [Comments on Spectrum ’s organization] .  
(644)  Furthermore, the Divestment Business is likely to be profitable going forward. H istorical 
financial profit and loss information for the Divestment Bus iness indicates net sales of close 
to EUR [Number] , EUR [Number]  gross profits ( [Percentage] % of net sales) and EUR 
                                                 
318  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 18; Q5 - 
questionnaire to competitors and potential purchasers  on the commitments offered by Energizer , question 20. 
 
104 [Number]  million EBITDA ( [Percentage] % of net sales)  in 2017 and similar performance in 
2015 and 2016 .319  
(645)  As regards the points raised by respondents to the market test, summarized in paragraphs 
(630)  to (638) , the Commission will assess the most important of those  in paragraphs (646)  to 
(671) . 
Limitation of the use of the Varta brand outside of EMEA  
(646)  As regards the limitation of the use of the Varta brand outside of EMEA, the Commission 
finds that, contrary to feedback received from some market participants, the Divestment 
Business’ viability and competitiveness will not be negatively affected by the limitation of 
the use of the Varta brand outside of EMEA.  The Commission c onsiders that the divestment 
of the Varta brand in EMEA to the Divestment Business sufficiently ensures that the 
Divestment Business would be a viable competitor , capable of replicating Spectrum's current 
competitive position in the EEA markets where the T ransaction raised serious doubts as to its 
compatibility  with the internal market. In particular, the limitation on the use of the Varta 
brand outside the EMEA region is unlikely to affect the sales of the Divestment Business in 
any material way and would also not affect in any material way the capacity utilisation of the 
production facility in Germany, for the following reasons .  
(647)  First, almost all sales of the Divestment Business are currently achieved within the EMEA 
region which  represents [Percentage] % of the Divestment Business’ current business.320  
(648)  Second, only a minority of the Divestment Business' customers currently acquire consumer 
batteries from Spectrum both within the EEA and outside the EEA  ([Limited n umber]  
customers). If sales to EEA customers  in non -EEA countries other than [Countries]  are 
considered, the number of customers purchasing consumer batteries from Spectrum both 
within and outside the EEA is reduced to [Limited n umber] .321  
(649)  Third, [Number] current customers of Spectrum in the EEA negotiate conditions for the 
supply outside the EEA  jointly with the EEA.322 Similarly, only a minority of buying 
alliances active in the EEA negotiate conditions that are applicable outside the EEA .323 
(650)  Fourth,  feedback received in the market test indicates that, among  those customers that 
currently ask for quotes which cover countries outside the EMEA region324, most are not 
concerned about a lack of competitiveness of the Divestment Business  without a global brand 
licence325 and most will continue buying from the  Divestment Business in the future .326 
                                                 
319  Form RM, Annex 2.  
320  Memo on Varta Brand Ownership Outside EMEA, paragraph 8 , and Reply to the RFI 11 , question 2 and Annex 1 . 
Similarly, the Divest ment Business’ activities in e -commerce outside EMEA [Qualification] , see reply to RFI 18, 
question 3.  
321  Reply to the RFI 11 , question 2.  
322  Ibid. 
323   Ibid. 
324  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 5.2. 
325  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 5.4. 
326  Replies to Q4 – questionnaire to customers on the commitments offered by Energizer , question 4. 
 
105 (651)  Fifth, the limitation on the use of the Varta brand is unlikely to have a material impact on the  
growth opportunities of the Divestment Business .327 
(652)  In the first place, the Divestment Business can continue growing in th ose EEA countries 
where already today it focusses its growth. As can be seen in, the Divestment Business’s sales 
in [Country] have grown at an average rate of [Number] % over the past few years and, pre -
Transaction, were expected to continue growing at a simi lar pace at least until [Year] . These 
additional sales volumes would mitigate the effects of any potential loss of customers due to 
the scope of the Divestment Business.  
Figure 7 – Varta actual and expected growth rates  
[Spectrum data on growth]  
Source: M.8988 - 5(4)-013 - Alkaline Strategy Meeting Europe (04 and 05.04.2017)  
(653)  In the second place, as submitted by the Notifying Party, Varta Branded batteries hold a 
relatively low share of sales in several EEA countries which could be t he target of future 
marketing efforts to increase sales.  
(654)  In the third place , the EMEA region as defined in the Initial Commitments encompasses 103 
countries,328 including economies with a particular potential for growth in Central Europe, 
Eastern Europe, Ru ssia and Turkey, and therefore scope for growth of the sale of Varta 
branded products in the future.  
(655)  In the fourth place, in those countries outside EMEA where Spectrum is currently not 
particularly successful with either the Varta or the Rayovac brands, the Divestment Business 
will be able to introduce a new brand and will not be put in a significantly more difficult 
position than Spectrum's before the Transaction.  
(656)  Sixth , the Divestment Business is currently profitable as set out in paragraph (644) , which, 
together with the other factors mentioned in paragraphs (647)  to (655) , make it unlikely that 
the limitation in the Varta brand license would impair the Divestment Business ' viability.  
Other IP rights and know -how 
(657)  The Divestment Business includes the IP [Information on IP rights]  necessary for it to operate 
[Information on IP rights] .329 Moreover, the Notifying Party commit s to transfer any 
intangible asset that is i) used by the Divestment Business; and (ii) contributes to the 
continued viability and competitiveness of the Divestment Business.330 The Commission 
therefore does not identify any need to change the scope  of the In itial Commitments as 
regards other IP rights and know -how.  
                                                 
327 The arguments set out in paragraphs (652)  to (656)  apply equally to growth in e -commerce within and outside 
EMEA, see re ply to RFI 18, question 3.  
328  Annex 16 to the Initial Commitments.  
329  Schedule  to the Initial Commitments, page 2, definition of "Other IP rights and information", clause 4.2 . 
330  Schedule  to the Initial Commitments, page 4, clause 4.3 . 
 
106 Supply agreement , brand licensing period and brand black -out period for the sale of  hearing aid 
batteries  
(658)  With respect to hearing aid batteries, the Commission notes  that the commitment to enter in to 
a supply agreement would only be optional and entered into at the request of the purchaser. 
However, the serious doubts  arising from the Transaction in the market for hearing aid 
batteries can only be adequately addressed by a mandatory commitment, whic h would ensure 
that the solution to those competition concerns does not depend on the will of the purchaser.  
(659)  Furthermore, a number of respondents to the market test raised concerns with respect to the 
duration of the supply agreement, brand licensing period and black -out period for the sale of 
hearing aid batteries , as summarized in paragraph (634) , taking into account in particular that 
the Divestment Business does not have its own hearing aid battery production and that the 
number of producers and therefore of potential suppliers of hearing aid batteries is limited . 
The Commission notes , however, that Energizer has been in a similar position  before the 
Transaction as it does not have its own production of hearing aid batteries but relies on 
supplies from third party suppliers. Moreover, Varta Microbatter y, one of the two main 
producers of hearing aid batteries worldwide, indicated that it wou ld be very easy to reach an 
agreement with itself to supply such batteries to the Divestment Business.331 Nevertheless, 
and taking into account the requirement to re -brand, the Commission consider ed that the 
Purchaser should have the option to request  more t ime to re -brand and find its own sources of 
hearing aid batteries before allowing the merged entity to use the Rayovac brand in the 
EMEA region.   
(660)  Moreover , the Commission considered that the cap on the volumes that can be purchased by 
the Divestment Busine ss in the Initial Commitments ( [Percentage] % of the net sales achieved 
during the previous year ), which is applicable for the entire duration of the supply agreement, 
risked impairing the growth opportunities and competitiveness of the Divestment Business , 
which as a consequence and in light of the abovementioned scarcity of possible suppliers 
might find it difficult to meet a possible increase in demand for hearing aid batteries  in the 
EEA . The Commission also considered that the negotiation of the cost terms should not be 
left entirely to the negotiations between the Notifying Party and the purchaser but should 
include an element of oversight by the Commission and the Monitoring Trustee.   
(661)  As regards the additional points of concerns brought forward in th e market test (summarized 
in paragraph (634)(c) ) not yet addressed, the Commission finds that (i) it is sufficient to 
replicate the competitive pre ssure that Energizer (as the smaller of the two Parties) exerted on 
the national markets for the wholesale supply of branded hearing aid batteries in the mass 
retail channel  (taking into account Energizer’s  lack of production assets and lack of own 
R&D dep artment for hearing aid batteries  as well as the fact that it operated a competitive 
business focussing only on the mass retail channel ), and (ii) the Divestment Business will be 
able to use the same marketing, advertising and distribution332 assets for the household, 
specialty and hearing aid batteries going forward, limiting the costs .  
                                                 
331  Replies to Q5 - questionnaire  to competitors  and potential  purchasers , questions  9 and 9.1.  
332  For the distribution assets specifically, see reply to RFI 18, question 5.  
 
107 R&D capabilities  
(662)  As regards the Divestment Business’ R&D capabilities, the Commission finds that, contrary 
to feedback received from some market participants, the Divestment  Business’ viability and 
competitiveness will not be negatively affected by the transfer and splitting of R&D 
capabilities between Spectrum and the Divestment Business.  
(663)  First, the Divestment Business includes all R&D equipment, materials, personnel and pro jects 
so that the Divestment Business continues to have access to the same R&D and sourcing 
capabilities that it currently has access to.333 [Regarding all the assets that will be transferred, 
Energizer will put in place all the measures to ensure that the Divestment Business has access to 
the R&D assets. The Notifying Party will assist the Purchaser with the transfer of the assets ].  
(664)  Second, [ Intellectual property and R&D projects will be transferred to the Divestment 
Business. The shared use will be made a vailable by different means to the Divestment 
Business and the Notifying Party ].334  
(665)  Third, [Given that the majority of R&D staff is not based in Europe, Energizer will make 
available some of these employees that will be transferred to the Divestment Business].   
(666)  Fourth, the Monitoring Trustee will appoint an R&D technical exp ert who will report to the 
Monitoring Trustee and who will assist and advise the Monitoring Trustee with regard to all 
R&D related questions concerning the Divestment Business.335 
(667)  Fifth, if there is any tangible or intangible asset or personnel which is not covered by the 
Schedule of the Initial  Commitments Schedule but which is used by the Divestment Business 
and contributes to the continued viability and competitiveness of the Dives tment Business, 
that asset or adequate substitute shall be transferred to the Purchaser. This includes all the 
R&D personnel that is deemed necessary to the Divestment Business, under the supervision 
of the Monitoring Trustee with the support of the R&D Te chnical Expert.336 
Supply and distribution  agreements  
(668)  The Commission finds that the Initial Commitments are sufficient with respect to the transfer 
of supply and distribution agreements337 so as not to impair the viability or competitiveness 
of the Divestmen t Business.  
(669)  First, i n relation to global procurement, the Notifying Party will split global direct supply 
agreements between the Div estment Business and the merged entity , both for raw material 
sourcing and for third -party finished goods sourcing. Where nec essary, each party would 
provide the other party an appropriate transitional period, which would give, directly or 
                                                 
333  Initial Commitments, clause 5(a), and Schedule, pages 2 -3. 
334  Initial Commitments, clause 5(a).  
335  Initial Co mmitments, clauses 27 and 33(i).  
336  Initial Commitments, Schedule, clause 4.3  
337  There are no specific third -party rights that may prevent the transfer of the Divestment Business as is to any 
purchaser, other than the standard change of control pr ovisions in commercial contracts concluded by entities 
included in the Divestment Business (for which there will be the back -up solution of the back -to-back agreement) 
and approvals from applicable works councils. The Commission notes, in particular, that the [Supply and distribution 
agreements] . 
 
108 indirectly, the other party the benefit of any global procurement contracts. This would allow 
the Divestment Business to develop their own supply agreements . Overall, the projected loss 
of global sourcing (and the switch to regional sourcing) due to the loss  in volume discounts is 
estimated to be less than EUR [Number]  ([Percentage] % of annual EBITDA) and is therefore 
not material.  
(670)  Second, in r elation to the distribution agreements, the Divestment Business includes the 
benefit of all distribution  contracts which are usually entered into at the national level. Insofar 
as those contracts include the supply of consumer batteries, chargers and light ing products, 
the scope of the distribution agreement would remain unchanged and thus not entail any 
changes in volume (and in pricing linked to those volumes). Insofar as the distribution 
contracts would in the future not include any other of Spectrum Bra nds' products, such as 
products from Spectrum Brands' appliances business, this effect is not expected to be 
material.338  
Key personnel  
(671)  In light of the results of the market test, the Commission consider s that the list of key 
personnel included in the Initi al Commitments is not sufficiently comprehensive, as it should 
include [Information on key personnel]  ensuring that the Divestment Business has sufficient 
resources to effectively compete in those territories . As to the number of R&D personnel, the 
Commiss ion notes that further personnel could be added to the Divestment Business, under 
the supervision of the monitoring trustee, pursuant to paragraph 4.3 of the schedule to the 
Initial Commitments.   
Purchasers  
(672)  In the light of the scope and self -standing nature of the Divestment Business, t he Commission 
consider s the feedback received from the market test , summarized in paragraph (638), to be 
suffic ient to conclude that the Notifying Party is likely to find a suitable purchaser for the 
Divestment Business, including its hearing aid battery business , within the divestiture period . 
The Commission will assess dur ing the purchaser approval process whethe r the purchaser 
criteria are fulfilled, including whether the purchaser has the required proven expertise to 
maintain and develop the Divestment Business as a viable and active competitive force in 
competition with the Notifying Party  and other competitors ,339 taking into account the 
feedback received in its market test.  
6.2.3.3.  Conclusion  
(673)  The Commission therefore consider s that the Initial Commitments would not be suitable to 
remove the serious doubts raised by the Transaction in a clear -cut manner.  
                                                 
338  The same reaso ning applies to the use of the [Storage facilities] . See reply to RFIs 17 and 18.  
339  Initial Commitments, clause 21(b).  
 
109 6.3. Final Commitment s 
6.3.1.  Description of the Final Commitments  
(674)  The Final Commitments consist of a revised version of the Initial Commitments. The main 
modifications included in the Final Commitments with respect to the Initial Commitments are 
the following:  
(a) The explicit reference  to Spectrum's Varta chargers business in the Commitments to 
clarify that that business falls within the scope of the Divestment Business;340 
(b) The supply of hearing aid batteries [Cost formula] ;341 
(c) The mandatory commitment to enter into a supply agreement for hearing aid batteries , 
not dependent on a request from the purchaser ;342  
(d) The replacement of the fixed volume cap for the hearing aid batteries' supply 
arrangement by a mechanism according to which, in case of conflict between the 
Purchaser and the merged en tity, the Commission will decide, after hearing the 
opinion of  the Monitoring Trustee , on any request for supply that 
[Percentage] exceeds% of the prior year’s net sales of Rayovac branded hearing aid 
batteries;343  
(e) The possibility to exten d, at the request o f the purchaser  and to be agreed in 
consultation with the Monitoring Trustee and the Commission , by up to [Time period]  
the duration of the hearing aid batteries' supply agreement and the license to use the 
Rayovac brand for hearing aid batteries in the no n-audiologist channel ;344 the 
extension of the Black -Out period for the use of the Rayovac brand for hearing aid 
batteries in the non -audiologist channel by the merged entity to up to [Time period] ;345 
and the introduction of an overall duration of [Time period]  for supply/ licensing and 
black-out period ;346 
(f) The inclusion, within the key personnel, of the [Information on scope of the 
commitment] .347  
6.3.2.  The Commission’s assessment of the Final Commitments  
6.3.2.1.  Scope of the Divestment Business   
(675)  The Commission considers that the explicit reference to the divestment of Spectrum's Varta 
battery charge rs business in clause 5 of the Final Commitments ensures with sufficient clarity  
                                                 
340  Final Commitments, clause 5.  
341  Final Commitments, clause 16.  
342  Final C ommitments, clause 16.  
343  Final Commitments, clause 16.  
344  Final C ommitments, clause 17.  
345  Final Commitments, clause 18.  
346  Final Commitments, clause 18.  
347  Final Commitments, Schedule, Annex 10.  
 
110 that all markets on which the Transaction raised serious doubts are included within the scope 
of the Final Commitments.   
6.3.2.2.  Viability and competitiveness of the Divestment Business  
(676)  With regard to the amendments included in the Final Commitments to the hearing aid supply 
agreement, t he Commission considers the following:  
(a) The clarification that the entering into the supply and licence agreements for hearing 
aid batteries is mandatory addresses the Commission's concern as to the potentially 
non-binding nature of this clause;  
(b) [Information on contractual terms] ;  
(c) The possible  longer duration of the agreement and the overall duration of the 
commitment adequately addresses the possible problems that the Divestment Business 
might face to find alternative supplier s, by allowing it to choose to extend the 
agreement if it needs to d o so;   
(d) The higher cap over the quantities requested by the Divestment Business and the 
mechanism whereby the Commission ultimately decides on requests exceeding such 
cap adequately address the risk that an insufficient supply might hamper the growth 
possib ilities of the Divestment Business;   
(e) The inclusion of additional sales team members, appointed [Information on scope of 
the commitment] , in the key personnel ensures that the Divestment Business can 
effectively compete in those territories.   
6.4. Conclusion  
(677)  In light of the foregoing, t he Commission therefore considers that the Final Commitments are 
capable of removing the Commission’s serious doubts as to the compatibility of the 
Transaction with the internal market.  
7. CONDITIONS AND OBLIGATIONS  
(678)  The commitments in  clause 5 of section  B and in clauses 16 to 19 of Section C of the Annex 
constitute conditions attached to this decision, as only through full compliance therewith can 
the structural changes in the relevant markets be achieved. The other commitments set ou t in 
the Annex constitute obligations, as they concern the implementing steps which are necessary 
to achieve the modifications sought in a manner compatible with the internal market.  
  
 
111 8. CONCLUSION  
(679)  For the above reasons, the Commission has decided not to opp ose the notified operation as 
modified by the commitments and to declare it compatible with the internal market and with 
the functioning of the EEA Agreement, subject to full compliance with the conditions in 
clause 5 of section B and in clauses 16 to 19 of Section C  of the commitments annexed to the 
present decision and with the obligations contained in the other sections of the said 
commitments. This decision is adopted in application of Article 6(1)(b) in conjunction with 
Article 6(2) of the Merger Regu lation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission
 
  
Dated 5 December 2018  
 
 
Energizer Holdings, Inc.  
and 
Spectrum Brands Holdings ’ Global Battery And Portable Lighting Business  
CASE NO. COMP/M.8988 – Energizer / Spectrum Brands  
Commitments to the European Commission  
  
 
2 CASE NO. COMP/M.8988 – ENERGIZER / SPECTRUM 
BRANDS  
Commitments to the European Commission  
Pursuant to Article 6(2) of Council Regulation (EC) No. 139/2004 (the “Merger Regulation ”), 
Energizer Holdings, Inc. (“Energizer ” or the “Notifying Party ”) hereby enters into the following 
Commitments (the “Commitments ”) vis-à-vis the European Commission (the “Commission ”) with 
a view to rendering the acquisition by Energizer Holdings, Inc. of the global battery and lighting 
business of Spectrum Brands Holdings, Inc. (the “Concentration ”) compatible wit h the internal 
market and the functioning of the EEA Agreement.  
This text shall be interpreted in light of the Commission ’s decision pursuant to Article 6(1)(b) of 
the Merger Regulation to declare the Concentration compatible with the internal market and the 
functioning of the EEA Agreement (the “Decision ”), in the general framework of European Union 
law, in particular in light of the Merger Regulation, and by reference to the Commission Notice on 
remedies acceptable under Council Regulation (EC) No 139/20 04 and under Commission 
Regulation (EC) No 802/2004 (the “Remedies Notice ”). 
Section A.  Definitions  
1. For the purpose of the Commitments, the following terms shall have the following 
meaning:  
Affiliated Undertakings : undertakings controlled by the Parties an d/or by the ultimate parents of 
the Parties, whereby the notion of control shall be interpreted pursuant to Article 3 of the Merger 
Regulation and in light of the Commission Consolidated Jurisdictional Notice under Council 
Regulation (EC) No 139/2004 on th e control of concentrations between undertakings (the 
“Consolidated Jurisdictional Notice ”). 
Assets: the assets that contribute to the current operation or are necessary to ensure the viability 
and competitiveness of the Divestment Business as indicated in  Section B, paragraph 5 (a), (b) 
and (c) and described more in detail in the Schedule.  
Closing : the transfer of the legal title of the Divestment Business to the Purchaser.  
Closing Period : the period of [Duration]  from the approval of the Purchaser and the terms of sale 
by the Commission.  
Confidential Information : any business secrets, know -how, commercial information, or any 
other information of a proprietary nature that is not in the public domain.  
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity and 
independence in discharging its duties under the Commitments.  
Divestment Business : the business or businesses as defined in Section B and in the Schedule 
which the Notifying Party commits to divest.  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by the Notifying Party and who has/have received from the Notifying 
Party the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no 
minimum price.  
Effective Date : the date of adoption of the Decision.  
 
3 Energizer : Energizer Holdings, Inc., incorporated under the laws of the state of Missou ri, United 
States, with its registered office at 533 Maryville University Drive, St. Louis, Missouri 63141, 
United States.  
EMEA : includes all of Europe, the Middle East and Africa. A full list of the 103  countries included 
in EMEA is provided in Annex 16 . 
First Divestiture Period : the period of [Duration]  from the Effective Date.  
Hold Separate Manager : the person appointed by the Notifying Party for the Divestment 
Business to manage the day -to-day business under the supervision of the Monitoring Trustee.  
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Divestment Business, as listed in the Schedule, including the Hold Separate Manager.  
Monitoring Trustee : one or more natural or legal person(s), who is/are approved by the 
Commission and appointed by the Notifying Party, and who has/have the duty to monitor the 
Notifying Party ’s compliance with the conditions and obligations attached to the Decision.  
Non-Audiologist Retail Channel : those customers (namely, retailers, wholesalers and 
distributors) that are not specialised in the primary or sole sourcing and resale of hearing aid 
batteries (“HAB”) (as opposed to other consumer batteries). For the avoidance of doubt, the Non -
Audiologist Retail Channel excludes original eq uipment manufacturers, governmental health care 
organizations and audiologists, irrespective of whether those customers source HABs directly 
from the Divestment Business or indirectly through wholesalers or distributors.  
Parties : Energizer and the undertak ing that is the target of the concentration.  
Personnel : all staff currently employed by the Divestment Business, including staff seconded to 
the Divestment Business, shared personnel as well as the additional personnel listed in the 
Schedule.  
Purchaser : the entity approved by the Commission as acquirer of the Divestment Business in 
accordance with the criteria set out in Section D. [Information on the identity of a potential 
Purchaser] .  
Purchaser Criteria : the criteria laid down in paragraph 21 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
R&D Technical Expert : one or more natural or legal person(s), ap pointed by and reporting to the 
Monitoring Trustee, who has/have R&D expertise relevant to the Divestment Business. If the 
Monitoring Trustee has the necessary technical expertise, the Monitoring Trustee and Technical 
Expert can be the same natural or lega l person.  
Spectrum : Spectrum Brands Holdings, Inc ., incorporated under the laws of the State of 
Delaware, United States, with its principal executive office at 3001 Deming Way, Middleton, 
Wisconsin, WI 53562, United States and registered with the Commerci al/Company Register 
under number 4720870.  
Schedule : the schedule to these Commitments describing more in detail the Divestment 
Business.  
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.   
Trustee Divestiture Period : the period of [Duration] from the end of the First Divestiture Period.  
Varta ® Trademarks : all trademark rights owned by Spectrum currently used for EMEA , 
[Information on contractual relations] .  
 
4 Section B.  The commitment to divest and the Divestment Business  
Commitment to divest  
2. In order to maintain effective competition, the Notifying Party commits to divest, or 
procure the divestiture of the Divestment Business by the end of the Trustee Divestiture 
Period as a going concern to a purchaser and on ter ms of sale approved by the 
Commission in accordance with the procedure described in paragraph 22 of these 
Commitments. To carry out the divestiture,  the Notifying Party commits to find a 
purchaser and to enter into a final binding sale and purchase agreement for the sale of 
the Divestment Business within the First Divestiture Period. If the Notifying Party has not 
entered into such an agreement at the  end of the First Divestiture Period, the Notifying 
Party shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment 
Business in accordance with the procedure described in paragraph 35 in the Trustee 
Divestiture Period.  
3. The Notifying Party shall be deemed to have complied with this commitment if:  
(a) by the end of the Trustee Divestiture Period, the Notifying Party or the Divestiture  
Trustee has entered into a final binding sale and purchase agreement and the 
Commission approves the proposed purchaser and the terms of sale as being 
consistent with the Commitments in accordance with the procedure described in 
paragraph 22; and  
(b) if the Closing of the sale of the Divestment Business to the Purchaser takes place 
within the Closing Period.  
4. In order to maintain the structural effect o f the Commitments, the Notifying Party shall, for 
a period of 10 years after Closing, not acquire, whether directly or indirectly, the possibility 
of exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) 
over the whole or par t of the Divestment Business, unless, following the submission of a 
reasoned request from the Notifying Party showing good cause and accompanied by a 
report from the Monitoring Trustee (as provided in paragraph 72 of these Commitments), 
the Commission finds that the structure of the market has changed to such an extent that 
the absence of influence over the Divestment Business is no longer necessary to render 
the proposed concentration compatible with the internal market.  
Structure and definition of the Divestment Business  
5. The Divestment Business consists of Spectrum ’s Varta® consumer battery, chargers and 
portable power as well as portable lighting b usiness in EMEA . For the avoidance of 
doubt, (a) this business includes the chargers business that forms an integral part of the 
Divestment Business and in particular it includes the supply and distribution contracts 
covering chargers identified in Annexes  11 and 13 to the Schedule, (b) but this business 
does not include Spectrum ’s hearing aid batteries business, which is primarily marketed 
under the Rayovac® brand and has no sales of Varta® branded product. The Divestment 
Business shall nonetheless benefit , on the terms set out in paragraphs 16-19 below, of an 
exclusive supply agreement for Rayovac® -branded HAB in the Non ‐Audiologist Retail 
Channel in  EMEA. The legal and functional structure of the Divestment Business as 
operated to da te is described in the Schedule. The Divestment Business, described in 
more detail in the Schedule, includes all assets and staff that contribute to the current 
operation or are necessary to ensure the viability and competitiveness of the Divestment 
Busine ss, in particular:  
 
5 (a) all tangible and intangible assets (including the Varta ® Trademarks, other 
intellectual property rights and Know -How necessary for use by the Divestment 
Business, subject to the arrangements set out in the Schedule; as well as all R&D 
equipment, materials, personnel and projects so that the Divestment Business 
continues to have access to the same R&D capabilities that it currently has 
access to); [Information on trademarks and R&D projects] ; 
(b) all licences, permits and authorisations issued  by any governmental organisation 
for the benefit of the Divestment Business;  
(c) all contracts, leases, commitments and customer orders of the Divestment 
Business (including those for consumer battery, chargers and portable power as 
well as portable lighting) ; all customer, credit and other records of the Divestment 
Business (it being understood that the Notifying Party shall use its best efforts to 
obtain all consents where applicable, and, to the extent any such consents could 
not be obtained, or any contrac t could not be otherwise (partially) transferred, the 
Notifying Party shall enter into back -to-back agreements with the Divestment 
Business [Information on contractual terms] . In the case of supply contracts, the 
duration of the back -to-back agreements sho uld be [Duration]  after Closing, if a 
longer duration is not provided for in the original contract); and  
(d) the Personnel.  
6. In addition, the Divestment Business includes the benefit, for a transitional period of 
[Duration]  after Closing and on terms and condit ions equivalent to those at present 
afforded to the Divestment Business, of all current arrangements under which Spectrum 
or its Affiliated Undertakings (outside the Divestment Business) supply products or 
services to the Divestment Business, as detailed i n the Schedule, unless otherwise 
agreed with the Purchaser. Strict firewall procedures will be adopted so as to ensure that 
any competitively sensitive information related to, or arising from such supply 
arrangements (for example, product roadmaps) will no t be shared with, or passed on to, 
anyone outside the relevant business division providing the products or services.  
Section C.  Related commitments  
Preservation of viability, marketability and competitiveness  
7. From the Effective Date until Closing, the Notifying Party shall preserve or procure the 
preservation of the economic viability, marketability and competitiveness of the 
Divestment Business, in accordance with good business practice, and shall minimise as 
far as possible any risk of loss of competi tive potential of the Divestment Business. In 
particular, the Notifying Party undertakes:  
(a) not to carry out any action that might have a significant adverse impact on the 
value, management or competitiveness of the Divestment Business or that might 
alter th e nature and scope of activity, or the industrial or commercial strategy or 
the investment policy of the Divestment Business;  
(b) to make available, or procure to make available, sufficient resources for the 
development of the Divestment Business, on the basis  and continuation of the 
existing business plans;  
(c) to take all reasonable steps, or procure that all reasonable steps are being taken, 
including appropriate incentive schemes (based on industry practice and up to a 
period of [Duration]  after the Effective D ate), to encourage all Key Personnel to 
 
6 remain with the Divestment Business, and not to solicit or move any Personnel to 
Energizer ’s remaining business. Where, nevertheless, individual members of the 
Key Personnel exceptionally leave the Divestment Busines s, the Notifying Party 
shall provide a reasoned proposal to replace the person or persons concerned to 
the Commission and the Monitoring Trustee. The Notifying Party must be able to 
demonstrate to the Commission that the replacement is well suited to carry  out 
the functions exercised by those individual members of the Key Personnel. The 
replacement shall take place under the supervision of the Monitoring Trustee, who 
shall report to the Commission. [Information on scope of the commitment] . 
Hold -separate obl igations  
8. The Notifying Party commits, from the Effective Date until Closing, to keep the 
Divestment Business separate from the business(es) it is retaining and to ensure that 
unless explicitly permitted under these Commitments:  
(a) management and staff of th e business(es) retained by the Notifying Party have no 
involvement in the Divestment Business;  
(b) the Key Personnel and Personnel of the Divestment Business have no 
involvement in any business retained by the Notifying Party and do not report to 
any individu al outside the Divestment Business;  
(c) with respect to R&D employees, all appropriate measures will be taken, under the 
supervision of the Monitoring Trustee and the R&D  Technical Expert, [Information 
on transitional measures] , in order to ensure that there i s no interruption of the 
R&D function for the Divestment Business.  
9. Until Closing, the Notifying Party shall assist the Monitoring Trustee in ensuring that the 
Divestment Business is managed as a distinct and saleable entity separate from the 
business(es) w hich the Notifying Party is retaining. Immediately after the adoption of the 
Decision, the Notifying Party shall appoint a Hold Separate Manager. The Hold Separate 
Manager, who shall be part of the Key Personnel, shall manage the Divestment Business 
indepe ndently and in the best interest of the business with a view to ensuring its 
continued economic viability, marketability and competitiveness and its independence 
from the businesses retained by the Notifying Party. The Hold Separate Manager shall 
closely c ooperate with and report to the Monitoring Trustee , who may be assisted by the 
R&D  Technical Expert, and, if applicable, the Divestiture Trustee. Any replacement of the 
Hold Separate Manager shall be subject to the procedure laid down in paragraph 7(c) of 
these Commitments. The Commission may,  after having heard the Notifying Party, require 
the Notifying Party to replace the Hold Separate Manager.  
10. To ensure that the Divestment Business is held and managed as a separate entity the 
Monitoring Trustee shall exercise the Notifying Party ’s rights as  shareholder in the legal 
entity or entities that constitute the Divestment Business (except for its rights in respect of 
dividends that are due before Closing), with the aim of acting in the best interest of the 
business, which shall be determined on a st and-alone basis, as an independent financial 
investor, and with a view to fulfilling the Notifying Party ’s obligations under the 
Commitments. Furthermore, the Monitoring Trustee shall have the power to replace 
members of the supervisory board or non -execut ive directors of the board of directors, 
who have been appointed on behalf of the Notifying Party. Upon request of the Monitoring 
Trustee, the Notifying Party shall resign as a member of the boards or shall cause such 
members of the boards to resign.  
 
7 Ring -fencing  
11. The Notifying Party shall implement, or procure to implement, all necessary measures to 
ensure that it does not, after the Effective Date, obtain any Confidential Information 
relating to the Divestment Business and that any such Confidential Infor mation obtained 
by the Notifying Party before the Effective Date will be eliminated and not be used by the 
Notifying Party. This includes measures vis -à-vis the Notifying Party ’s appointees on the 
supervisory board and/or board of directors of the Divestme nt Business. In particular, the 
participation of the Divestment Business in any central information technology network 
shall be severed to the extent possible, without compromising the viability of the 
Divestment Business. The Notifying Party may obtain or  keep information relating to the 
Divestment Business which is reasonably necessary for the divestiture of the Divestment 
Business or the disclosure of which to the Notifying Party is required by law.  
Non-solicitation clause  
12. The Notifying Party undertakes , subject to customary limitations, not to solicit, and to 
procure that Affiliated Undertakings do not solicit, the Key Personnel transferred with the 
Divestment Business for a period of [Duration]  after Closing.  
Due diligence  
13. In order to enable potential  purchasers to carry out a reasonable due diligence of the 
Divestment Business, the Notifying Party shall, subject to customary confidentiality 
assurances and dependent on the stage of the divestiture process:  
(a) provide to potential purchasers sufficient information as regards the Divestment 
Business;  
(b) provide to potential purchasers sufficient information relating to the Personnel and 
allow them reasonable access to the Personnel.  
Reporting  
14. The Notifying Party shall submit written reports in English on po tential purchasers of the 
Divestment Business and developments in the negotiations with such potential 
purchasers to the Commission and the Monitoring Trustee no later than 10 days after the 
end of every month following the Effective Date (or otherwise at the Commission ’s 
request). The Notifying Party shall submit a list of all potential purchasers having 
expressed interest in acquiring the Divestment Business to the Commission at each and 
every stage of the divestiture process, as well as a copy of all the  offers made by 
potential purchasers within five days of their receipt.  
15. The Notifying Party shall inform the Commission and the Monitoring Trustee on the 
preparation of the data room documentation and the due diligence procedure and shall 
submit a copy of any information memorandum to the Commission and the Monitoring 
Trustee before sending the memorandum out to potential purchasers.  
Other Related Commitments  
16. The Notifying Party commits to enter into an exclusive supply agreement with the 
Divestment Business for Rayovac® -branded HAB [Information on contractual terms] . The 
purpose of the supply agreement is to allow the Purchaser to continue the supply of 
Rayova c® HAB in the Non ‐Audiologist Retail Channel in EMEA , on an exclusive basis. For 
 
8 the avoidance of doubt, it shall be a condition of the supply agreement entered into with 
the Purchaser that these Rayovac® -branded HAB can only be resold in the Non -
Audiologi st Retail Channel in EMEA (accordingly the Notifying Party is only required to 
supply insofar the customer commits to resell the HABs in question in the Non -Audiologist 
Retail Channel or (for wholesalers and distributors) to retailers in the Non -Audiologis t 
Retail Channel). Under the supply agreement, the Notifying Party will supply the 
Divestment Business with sufficient quantities of HAB, including all current HAB models 
and future HAB models that will be commercialized by the Notifying Party under the 
Rayovac® brand during the term of the supply agreement to allow the Divestment 
Business to satisfy demand in the Non -Audiologist Retail Channel in EMEA.  
The supply agreement referred to above will include the following thresholds and 
mechanism for adaptatio n: 
a) For all current and future HAB models, the Notifying Party will supply up to [Information 
on contractual terms]  of the prior year net sales of Rayovac® branded HABs to the 
Divestment Business under the terms set out below and this [Information on 
contra ctual terms]  threshold will be set on a rolling annual basis during the term of the 
supply agreement.  
b) If the request of the Divestment Business for the supply of HAB exceeds [Information 
on contractual terms]  of the net sales achieved during the prior fin ancial year and the 
fulfilment of such request imposes unreasonable costs on the Notifying Party, the 
Notifying Party commits to discuss with the Divestment Business in good faith, in 
consultation with the Monitoring Trustee, a means of resolving such supp ly request. If 
the Notifying Party and the Purchaser do not reach an agreement, the Commission 
will, after hearing the opinion of the Monitoring Trustee, determine whether the supply 
request beyond this threshold should be maintained. In doing so, due acco unt will be 
taken of the reasonableness of the request of the Divestment Business, any capacity 
constraint encountered by the Notifying Party, and any additional necessary 
expenditures that may be borne by the Notifying Party in the fulfilment of such requ est. 
17. The supply agreement will be granted for a period of [Duration of the supply agreement]  
from the date of Closing. This period can be extended for a period of [Duration of the 
supply agreement]  at the request  of the Purchaser (the period of extension t o be agreed 
in consultation with the Monitoring Trustee and the Commission, taking into account that 
such extension will have an impact on the duration of the period referred to in paragraph 
18 below). The supply agreement will include a limited licence to  use the Rayovac® 
brand for sales, advertising and marketing of HAB in the Non -Audiologist Retail Channel 
in EMEA. The terms of the supply agreement shall be approved by the Commission in 
accordance with the procedure described in paragraph 22 of these Commitments. This 
will provide the Divestment Business with the opportunity to develop its own branded 
HAB supply, via a re -branding strategy, in orde r to replace the Rayovac® brand for 
hearing aid batteries by the end of the supply period.  
18. The Notifying Party also commits not to use the Rayovac® brand for sales of HAB in the 
Non‐Audiologist Retail Channel in EMEA for an additional period of [Duration]  ("Black -out 
Period") after the expiration of the supply agreement. If the supply agreement is extended 
[Duration] , the duration of the Black -out Period will be shortened accordingly so that, in 
any event, the supply agreement and the Black -out Period toget her do not exceed 
[Duration] . For the avoidance of doubt, the Notifying Party may supply HAB that are not 
Rayovac® -branded to the Non -Audiologist Retail Channel in EMEA during the term of the 
supply agreement and the Black -out Period.  
 
9 19. The Notifying Party shall disclose to the Purchaser the Divestment Business ’ 
corresponding customer records and will transfer to the Purchaser the Divestment 
Business ’ corresponding current customer contracts regarding the supply of HAB in the 
Non‐Audiologist Retail Channel i n EMEA  (to the extent not yet covered by the disclosure 
of records in paragraph 13 of these Commitments).  
20. Where requested by the Purchaser and need ed for the operation of the Divestment 
Business, the Notifying Party will provide for appropriate transitional service or supply 
arrangements, for appropriate duration [Duration and information on contractual terms] . A 
non-exhaustive list of possible TSAs is provided in Annex 17 to the Schedule.  
Section D.  The Purchaser  
21. In order to be approved by the Commission, the Purchaser must fulfil the following 
criteria:  
(a) The Purchaser shall be independent of and unconnected to the Notifying Party 
and its Affiliated Undertakings (this being assessed having regard to the situation 
following the divestiture).  
(b) The Purchaser shall have the financial resources, proven expertise and incentive 
to maintain and develop the Divestment Business as a viable and active 
competitive  force in competition with the Notifying Party and other competitors;  
(c) The acquisition of the Divestment Business by the Purchaser must neither be 
likely to create, in light of the information available to the Commission, prima facie 
competition concerns no r give rise to a risk that the implementation of the 
Commitments will be delayed. In particular, the Purchaser must reasonably be 
expected to obtain all necessary approvals from the relevant regulatory 
authorities for the acquisition of the Divestment Busi ness.  
22. The final binding sale and purchase agreement (as well as ancillary agreements) relating 
to the divestment of the Divestment Business shall be conditional on the Commission ’s 
approval. When the Notifying Party has reached an agreement with a purchase r, it shall 
submit a fully documented and reasoned proposal, including a copy of the final 
agreement(s), within one week to the Commission and the Monitoring Trustee. The 
Notifying Party must be able to demonstrate to the Commission that the purchaser fulf ils 
the Purchaser Criteria and that the Divestment Business is being divested to a purchaser 
in a manner consistent with the Commission's Decision and the Commitments. For the 
approval, the Commission shall verify that the purchaser fulfils the Purchaser C riteria and 
that the Divestment Business is being sold in a manner consistent with the Commitments 
including their objective to bring about a lasting structural change in the market. The 
Commission may approve the sale of the Divestment Business without on e or more 
Assets or parts of the Personnel, or by substituting one or more Assets or parts of the 
Personnel with one or more different assets or different personnel, if this does not affect 
the viability and competitiveness of the Divestment Business after  the sale, taking 
account of the proposed purchaser.  
Section E.  Trustee  
I. Appointment procedure  
23. The Notifying Party shall appoint a Monitoring Trustee to carry out the functions specified 
in these Commitments for a Monitoring Trustee. The Notifying Party commits not to close 
the Concentration before the appointment of a Monitoring Trustee.  
 
10 24. If the Notifying Party has not entered into a binding sale and purchase agreement 
regarding the Divestment Business one month before the end of the First Divestiture 
Period or if the Commission has rejected a purchaser proposed by the Notifying Party at 
that time or thereafter, the Notifying Party shall appoint a Divestiture Trustee. The 
appointment of the Divestiture Trustee shall take effect upon the commencement of the  
Trustee Divestiture Period.  
25. The Trustee shall:  
(a) at the time of appointment, be independent of the Notifying Party and its Affiliated 
Undertakings;  
(b) possess the necessary qualifications to carry out its mandate, for example have 
sufficient relevant experienc e as an investment banker or consultant or auditor; 
and 
(c) neither have nor become exposed to a Conflict of Interest.  
26. The Trustee shall be remunerated by the Notifying Party in a way that does not impede 
the independent and effective fulfilment of its mandate . In particular, where the 
remuneration package of a Divestiture Trustee includes a success premium linked to the 
final sale value of the Divestment Business, such success premium may only be earned if 
the divestiture takes place within the Trustee Divesti ture Period.  
27. An R&D Technical Expert shall be appointed by and report to the Monitoring Trustee. The 
R&D Technical Expert will be independent of and will not have or be exposed to any 
conflict of interest in relation to the Parties. The Notifying Party and the Purchaser shall 
have the right to be heard with any reasoned objections as to the suitability of any R&D 
Technical Expert candidates, e.g., lack of competence or conflict of interest. In cases of 
controversy between the Notifying Party and the Monitor ing Trustee, and/or the 
Purchaser and the Monitoring Trustee as to the suitability of the R&D Technical Expert 
candidate, the Commission will decide on the matter.  
Proposal by the Notifying Party  
28. No later than two weeks after the Effective Date, the Notifying Party shall submit the 
name or names of one or more natural or legal persons whom the Notifying Party 
proposes to appoint as the Monitoring Trustee to the Commission for approval. No later 
than one month before the end of the First Divestiture Period or on request by the 
Commission, the Notifying Party shall submit a list of one or more persons whom the 
Notifying Party proposes to appoint as Divestiture Trustee to the Commission for 
approval. T he proposal shall contain sufficient information for the Commission to verify 
that the person or persons proposed as Trustee fulfil the requirements set out in 
paragraph 25 and shall include:  
(a) the full terms of the proposed mandate, which shall include all provisions 
necessary to enable the Trustee to fulfil its duties under these Commitments;  
(b) the outline of a work plan which describes how the Trustee intends to carry out its 
assigned tasks;  
(c) an indication whether the proposed Trustee is to act as both Monitoring Trustee 
and Divestiture Trustee or whether different trustees are proposed for the two 
functions.  
 
11 Approval or rejection by the Commission  
29. The Commission shall have the discretion to approve or reject the proposed Trustee(s) 
and to approve the proposed mandate subject to any modifications it deems necessary 
for the Trustee to fulfil its obligations. If only one name is approved, the Notifying P arty 
shall appoint or cause to be appointed the person or persons concerned as Trustee, in 
accordance with the mandate approved by the Commission. If more than one name is 
approved, the Notifying Party shall be free to choose the Trustee to be appointed fr om 
among the names approved. The Trustee shall be appointed within one week of the 
Commission ’s approval, in accordance with the mandate approved by the Commission.  
New proposal by the Notifying Party  
30. If all the proposed Trustees are rejected, the Notifyin g Party shall submit the names of at 
least two more natural or legal persons within one week of being informed of the 
rejection, in accordance with paragraphs 23 and 29 of these Commitments.  
Trustee nominated by the Commission  
31. If all further proposed Trustees are rejected by the Commission, t he Commission shall 
nominate a Trustee, whom the Notifying Party shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approved by the Commission.  
II. Functions of the Trustee  
32. The Trustee shall assume its specified duties and obligati ons in order to ensure 
compliance with the Commitments. The Commission may, on its own initiative or at the 
request of the Trustee or the Notifying Party, give any orders or instructions to the Trustee 
in order to ensure compliance with the conditions and obligations attached to the 
Decision.  
Duties and obligations of the Monitoring Trustee  
33. The Monitoring Trustee shall:  
(i) propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations an d conditions attached to the 
Decision. The Monitoring Trustee may, if he deems necessary, be assisted and 
advised by the R&D Technical Expert with regard to all R&D related questions 
concerning the Divestment Business. Any information provided to the Monit oring 
Trustee may also be exchanged with the R&D Technical Expert.  
(ii) oversee, in close co -operation with the Hold Separate Manager  and the R&D 
Technical Expert , the on -going management of the Divestment Business with a 
view to ensuring its continued economic  viability, marketability and 
competitiveness and monitor compliance by the Notifying Party with the 
conditions and obligations attached to the Decision. To that end the Monitoring 
Trustee shall:  
(a) monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business, and the keeping separate of 
the Divestment Business from the business retained by the Parties, in 
accordance with paragraphs 7 and 8 of these Commitments;  
 
12 (b) supervise the management of the Divestment Business as a distinct and 
saleable entity, in accordance with paragraph 9 of these Commitments;  
(c) with re spect to Confidential Information:  
 determine all necessary measures to ensure that the Notifying 
Party does not after the Effective Date obtain any Confidential 
Information relating to the Divestment Business,  
 in particular strive for the severing of the D ivestment Business ’ 
participation in a central information technology network to the 
extent possible, without compromising the viability of the 
Divestment Business,  
 make sure that any Confidential Information relating to the 
Divestment Business obtained by  the Notifying Party before the 
Effective Date is eliminated and will not be used by the Notifying 
Party and  
 decide whether such information may be disclosed to or kept by the 
Notifying Party as the disclosure is reasonably necessary to allow 
the Notifying  Party to carry out the divestiture or as the disclosure is 
required by law;  
(d) monitor the splitting of assets and the allocation of Personnel between the 
Divestment Business and the Notifying Party or Affiliated Undertakings;  
(iii) propose to the Notifying Party such measures as the Monitoring Trustee 
considers necessary to ensure the Notifying Party ’s compliance with the 
conditions and obligations attached to the Decision, in particular the maintenance 
of the full economic viability, marketability or competitiven ess of the Divestment 
Business, the holding separate of the Divestment Business and the non -
disclosure of competitively sensitive information;  
(iv) review and assess potential purchasers as well as the progress of the divestiture 
process and verify that, depend ent on the stage of the divestiture process:  
(a) potential purchasers receive sufficient and correct information relating to 
the Divestment Business and the Personnel in particular by reviewing, if 
available, the data room documentation, the information memora ndum 
and the due diligence process, and  
(b) potential purchasers are granted reasonable access to the Personnel;  
(v) act as a contact point for any requests by third parties, in particular potential 
purchasers, in relation to the Commitments;  
(vi) provide to the Commis sion, sending the Notifying Party a non -confidential copy at 
the same time, a written report within 15 days after the end of every month that 
shall cover the operation and management of the Divestment Business as well as 
the splitting of assets and the all ocation of Personnel so that the Commission can 
assess whether the business is held in a manner consistent with the 
Commitments and the progress of the divestiture process as well as potential 
purchasers;  
(vii) promptly report in writing to the Commission, sendi ng the Notifying Party a non -
confidential copy at the same time, if it concludes on reasonable grounds that the 
Notifying Party is failing to comply with these Commitments;  
 
13 (viii) within one week after receipt of the documented proposal referred to in 
paragraph  22 of these Commitments, submit to the Commission, sending the 
Notifying Party a non -confidential copy at the same time, a reasoned opinion as to 
the suitability and independence of the proposed purchaser and the viability of the 
Divestment Business after the sale and as to whether the Divestment Business is 
sold in a manner consistent with the conditions and obligations attached to the 
Decision, in p articular, if relevant, whether the sale of the Divestment Business 
without one or more Assets or not all of the Personnel affects the viability of the 
Divestment Business after the sale, taking account of the proposed purchaser;  
(ix) assume the other function s assigned to the Monitoring Trustee under the 
conditions and obligations attached to the Decision.  
34. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate clos ely with each other 
during and for the purpose of the preparation of the Trustee Divestiture Period in order to 
facilitate each other's tasks.  
Duties and obligations of the Divestiture Trustee  
35. Within the Trustee Divestiture Period, the Divestiture Trustee  shall sell at no minimum 
price the Divestment Business to a purchaser, provided that the Commission has 
approved both the purchaser and the final binding sale and purchase agreement (and 
ancillary agreements) as in line with the Commission's Decision and the Commitments in 
accordance with paragraphs 21 and 22 of these Commitments. The Divestiture Trustee 
shall include in the sale and purchase agreement (as well as in any ancillary agreements) 
such terms and conditions as it considers appropriate for an expedient sale in the Trustee 
Divestiture Period. In particular, the Divestiture Trustee may include in the sale and 
purchase agreement such customary representations and warranties and indemnities as 
are reasonably required to effect the sale. The Divestiture Trustee shall protect the 
legitimate financial interests of the Notifying Party, subject to the Notifying Party ’s 
unconditional obligation to divest at no minimum price in the Trustee Divestiture Period.  
36. In the Trustee Divestiture Period (or otherwise at the Commission ’s request), the 
Divestiture Trustee shall provide the Commission with a comprehensive monthly report 
written in English on the progress of the divestiture process. Such reports shall be 
submitted within 15 days after the end of every month with a simultaneous copy to the 
Monitoring Trustee and a non -confidential copy to the Notifying Party.  
 
14 III. Duties and obligations of the Parties  
37. The Notifying Party shall provide and shall cause its advisors to provide the Trustee and 
the R&D Technical Expert with all such co -operation, ass istance and information as the 
Trustee may reasonably require to perform its tasks. The Trustee and the R&D Technical 
Expert shall have full and complete access to any of the Notifying Party ’s or the 
Divestment Business ’ books, records, documents, manageme nt or other personnel, 
facilities, sites and technical information necessary for fulfilling its duties under the 
Commitments and Energizer and the Divestment Business shall provide the Trustee and 
the R&D Technical Expert upon request with copies of any do cument. The Notifying Party 
and the Divestment Business shall make available to the Trustee and the R&D Technical 
Expert one or more offices on their premises and shall be available for meetings in order 
to provide the Trustee and the R&D Technical Expert with all information necessary for 
the performance of their tasks.  
38. The Notifying Party shall provide the Monitoring Trustee with all managerial and 
administrative support that it may reasonably request on behalf of the management of the 
Divestment Business . This shall include all administrative support functions relating to the 
Divestment Business which are currently carried out at headquarters level. The Notifying 
Party shall provide and shall cause its advisors to provide the Monitoring Trustee, on 
reques t, with the information submitted to potential purchasers, in particular give the 
Monitoring Trustee access to the data room documentation and all other information 
granted to potential purchasers in the due diligence procedure. The Notifying Party shall 
inform the Monitoring Trustee on possible purchasers, submit lists of potential purchasers 
at each stage of the selection process, including the offers made by potential purchasers 
at those stages, and keep the Monitoring Trustee informed of all development s in the 
divestiture process.  
39. The Notifying Party shall grant or procure Affiliated Undertakings to grant comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee to effect the sale (including 
ancillary agreements), the Closing and all a ctions and declarations which the Divestiture 
Trustee considers necessary or appropriate to achieve the sale and the Closing, including 
the appointment of advisors to assist with the sale process. Upon request of the 
Divestiture Trustee, the Notifying Part y shall cause the documents required for effecting 
the sale and the Closing to be duly executed.  
40. The Notifying Party shall indemnify the Trustee and its employees and agents and the 
R&D Technical Expert (each an “Indemnified Party ”) and hold each Indemnifi ed Party 
harmless against, and hereby agrees that an Indemnified Party shall have no liability to 
the Notifying Party for, any liabilities arising out of the performance of the Trustee ’s and 
the R&D Technical Expert ’s duties under the Commitments, except t o the extent that such 
liabilities result from the wilful default, recklessness, gross negligence or bad faith of the 
Trustee, the R&D Technical Expert, their employees, agents or advisors.  
41. At the expense of the Notifying Party, the Trustee may appoint adv isors (in particular for 
corporate finance or legal advice), subject to the Notifying Party ’s approval (this approval 
not to be unreasonably withheld or delayed) if the Trustee considers the appointment of 
such advisors necessary or appropriate for the per formance of its duties and obligations 
under the Mandate, provided that any fees and other expenses incurred by the Trustee 
are reasonable. Should the Notifying Party refuse to approve the advisors proposed by 
the Trustee the Commission may approve the app ointment of such advisors instead, after 
having heard the Notifying Party. Only the Trustee shall be entitled to issue instructions to 
the advisors. Paragraph 40 of these Commitments shall apply mutatis mutandis. In the 
Trustee Divestiture Period, the Divestiture Trustee may use advisors who served the 
 
15 Notifying Party during the Divestiture Period if the Divestiture Trustee considers this in the 
best interest of an expedient sale.  
42. The Notifying Party agrees that the Commission may share Confidential Information 
proprietary to the Notifying Party with the Trustee  and the R&D Technical Expert . The 
Trustee and the R&D Technical Expert shall not disclose such information and the 
principles contained in Article 17 (1) and (2) of the Merger Regulation apply mutatis 
mutandis.  
43. The Notifying Party agrees that the contact details of the Monitoring Trustee are 
published on the website of the Commission's Director ate-General for Competition and 
they shall inform interested third parties, in particular any potential purchasers, of the 
identity and the tasks of the Monitoring Trustee.  
44. For a period of 10 years from the Effective Date the Commission may request all 
information from the Notifying Party that is reasonably necessary to monitor the effective 
implementation of these Commitments.  
IV. Replacement, discharge and reappointment of the Trustee  
45. If the Trustee ceases to perform its functions under the Commitments or for any other 
good cause, including the exposure of the Trustee to a Conflict of Interest:  
(a) the Commission may, after hearing the Trustee and the Notifying Party, require 
the Notifying Party to replace the Trustee; or  
(b) the Notifying Party may, with the prior  approval of the Commission, replace the 
Trustee.  
46. If the Trustee is removed according to paragraph 45 of these Commitments, the Trustee 
may be requ ired to continue in its function until a new Trustee is in place to whom the 
Trustee has effected a full hand over of all relevant information. The new Trustee shall be 
appointed in accordance with the procedure referred to in paragraphs 23-31 of these 
Commitments.  
47. Unless removed according to paragraph 45 of these Commitments, the Trustee shall 
cease to act as Trustee only after the Commission has discharged it from its duties after 
all the Commitments with which the Trustee has been entrusted have been implemented. 
However, the Commission may at any time require the reappointment of the Monitoring 
Trustee if it subsequently appears that the relevant remedies might not have been fully 
and properly implemented.  
SECTION F.  Arbitration  
48. In the event that the Purchaser claims that the Notifying Party or any Affiliated 
Undertaking is failing to comply with the requirements of the commitment described in 
paragraphs 16-19 above, the third party may choose  to utilise the fast track dispute 
resolution procedure as described in this Section.  
I. Fast Track Dispute Resolution  
49. If the Purchaser wishes to avail itself of the fast track dispute resolution procedure, it shall 
send a written request to the Notifying Pa rty (with a copy to the Monitoring Trustee) 
setting out in detail the reasons leading the Purchaser to believe that the Notifying Party 
is failing to comply with the requirements of these Commitments. The Purchaser and the 
Notifying Party will use their be st efforts to resolve all differences of opinion and to settle 
 
16 all disputes that may arise through cooperation and consultation within a reasonable 
period of time not exceeding fifteen (15) working days after receipt of the request.    
50. The Monitoring Trust ee shall present its own proposal (the “Trustee Proposal ”) for 
resolving the dispute within seven (7) business days, specifying in writing the action, if 
any, to be taken by the Notifying Party in order to ensure compliance with the 
Commitments vis -à-vis the Purchaser, and be prepared, if requested, to facilitate the 
settlement of the dispute.  
51. Should the Purchaser and the Notifying Party (together “Parties to the Arbitration ”) fail to 
resolve their differences of opinion in the consultation phase, the Reque sting Party shall 
serve a notice (the “Notice ”), in the sense of a request for arbitration, to the London Court 
of International Arbitration (hereinafter the “Arbitral Institution ”) with a copy of such Notice 
to the Notifying Party.  
52. The Notice shall set ou t in detail the dispute, difference or claim (the “Dispute ”) and shall 
contain, inter alia, all issues of both fact and law, including any suggestions as to the 
procedure, and all documents relied upon shall be attached, e.g. documents, 
agreements, expert reports, and witness statements. The Notice shall also contain a 
detailed description of the action to be undertaken by the Notifying Party.  
53. The Notifying Party shall, within thirty (30) days from receipt of the Notice, submit its 
answer (the “Answer ”), which shall provide detailed reasons for its conduct and set out, 
inter alia, all issues of both fact and law, including any suggestions as to the procedure, 
and all documents relied upon, e.g. documents, agreements, expert reports, and witness 
statements. T he Answer shall, if appropriate, contain a detailed description of the action 
which the Notifying Party proposes to undertake vis -à-vis the Purchaser.  
II. Appointment of the Arbitrators  
54. The Arbitral Tribunal shall consist of three (3) persons. The Purchaser sh all nominate its 
arbitrator in the Notice; the Notifying Party shall nominate its arbitrator in the Answer. The 
arbitrators nominated by the Purchaser and by the Notifying Party shall, within five (5) 
working days of the nomination of the latter, nominate the chairman, making such 
nomination known to the Parties to the Arbitration and the Arbitral Institution which shall 
forthwith confirm the appointment of all three (3) arbitrators.  
55. Should the Parties to the Arbitration fail to nominate an arbitrator, or i f the two (2) 
arbitrators fail to agree on the chairman the default appointment(s) shall be made by the 
Arbitral Institution.  
56. The three -person arbitral tribunal is herein referred to as the “Arbitral Tribunal ”. 
III. Arbitration Procedure  
57. The Dispute shall be fi nally resolved by arbitration under the rules of the Arbitral 
Institution, with such modifications or adaptations as foreseen herein or necessary under 
the circumstances (the “Rules ”).  The arbitration shall be conducted in London, England, 
in the English language.  
58. The procedure shall be a fast -track procedure. For this purpose, the Arbitral Tribunal shall 
shorten all applicable procedural time -limits under the Rules as far as admissible and 
appropriate in the circumstances. Parties to the Arbitration shall  consent to the use of e -
mail for the exchange of documents.  
59. The Arbitral Tribunal shall, as soon as practical after the confirmation of the Arbitral 
Tribunal, hold an organisational conference to discuss any procedural issues with the 
Parties to the Arbit ration. Terms of reference shall be drawn up and signed by the Parties 
 
17 to the Arbitration and the Arbitration Tribunal at the organisational meeting or thereafter 
and a procedural time -table shall be established by the Arbitral Tribunal. An oral hearing 
shall, as a rule, be established within two months of the confirmation of the Arbitral 
Tribunal.  
60. In order to enable the Arbitral Tribunal to reach a decision, it shall be entitled to request 
any relevant information from the Parties to the Arbitration, to ap point experts and to 
examine them at the hearing, and to establish the facts by all appropriate means. The 
Arbitral Tribunal is also entitled to ask for assistance by the Monitoring Trustee in all 
stages of the procedure.  
61. The Arbitral Tribunal shall not di sclose Confidential Information and apply the standards 
attributable to Confidential Information under the Merger Regulation. The Arbitral Tribunal 
may take the measures necessary for protecting confidential information in particular by 
restricting access to Confidential Information to the Arbitral Tribunal, the Monitoring 
Trustee and outside counsel and experts of the opposing party.  
62. The burden of proof in any dispute under these Rules shall be borne as follows: (i)  the 
Purchaser must produce evidence of a  prima facie case and (ii)  if the Purchaser produces 
evidence of a prima facie case, the Arbitral Tribunal must find in favour of the Purchaser 
unless the Notifying Party can produce evidence to the contrary.  
IV. Involvement of the Commission  
63. The Commission shall be allowed and enabled to participate in all stages of the 
procedure by:  
(i) Receiving all written submissions (including documents and reports, etc.) made 
by the Parties to the Arbitration;  
(ii) Receiving all orders, interim and final awards and other docume nts exchanged by 
the Arbitral Tribunal with the Parties to the Arbitration (including Terms of 
reference and procedural timetable);  
(iii) Having the opportunity to file amicus curiae briefs; and  
(iv) Being present at the hearing(s) and being allowed to ask questions to the Parties 
to the Arbitration, witnesses and experts.  
64. The Arbitral Tribunal shall forward, or shall order the Parties to the Arbitration to forward, 
the documents mentioned to the Commission without delay.  
65. In the event of disagreement between the Parti es to the Arbitration regarding the 
interpretation of the Commitments, the Arbitral Tribunal may seek the Commission ’s 
interpretation of the Commitments before finding in favour of any Party to the Arbitration 
and shall be bound by the interpretation.  
V. Deci sions of the Arbitral Tribunal  
66. The Arbitral Tribunal shall decide the dispute on the basis of the Commitments and the 
Decision. Issues not covered by these Commitments and the Decision shall be decided 
(in the order as stated) by reference to the Merger Re gulation, EU law and the general 
principles of law common to the legal orders of the Member States without a requirement 
to apply a particular national system. The Arbitral Tribunal shall take all decisions by 
majority vote.  
67. Upon request of the Purchaser, the Arbitral Tribunal may make a preliminary ruling on the 
Dispute. The preliminary ruling shall be rendered within one month after the confirmation 
 
18 of the Arbitral Tribunal, shall be applicable immediately and, as a rule, remain in force 
until a final dec ision is rendered.  
68. The Arbitral Tribunal shall, in the preliminary ruling as well as in the final award, specify 
the action, if any, to be taken by the Notifying Party or any Affiliated Undertaking in order 
to comply with these Commitments vis -à-vis the Pu rchaser (e.g. specify a contract 
including all relevant terms and conditions). The final award shall be final and binding on 
the Parties to the Arbitration and shall resolve the Dispute and determine any and all 
claims, motions or requests submitted to the  Arbitral Tribunal. The arbitral award shall 
also determine the reimbursement of the costs of the successful Party to the Arbitration 
and the allocation of the arbitration costs. In case of granting a preliminary ruling or if 
otherwise appropriate, the Arb itral Tribunal shall specify that terms and conditions 
determined in the final award apply retroactively.  
69. The final award shall, as a rule, be rendered within six (6) months after the date of the 
terms of reference. The time -frame shall, in any case, be e xtended by the time the 
Commission takes to submit an interpretation of these Commitments if asked by the 
Arbitral Tribunal.  
70. The Parties to the Arbitration shall prepare a non -confidential version of the final award, 
without business secrets. The Commissio n may publish the non -confidential version of 
the award.  Nothing in the arbitration procedure shall affect the power to the Commission 
to take decisions in relation to the Commitments in accordance with its powers under the 
Merger Regulation.  
 
 
Section G  The review clause  
71. The Commission may extend the time periods foreseen in the Commitments in response 
to a request from the Notifying Party or, in appropriate cases, on its own initiative. Where 
the Notifying Party requests an extension of a time period, i t shall submit a reasoned 
request to the Commission no later than one month before the expiry of that period, 
showing good cause. This request shall be accompanied by a report from the Monitoring 
Trustee, who shall, at the same time send a non -confidential  copy of the report to the 
Notifying Party. Only in exceptional circumstances shall the Notifying Party be entitled to 
request an extension within the last month of any period.  
72. The Commission may further, in response to a reasoned request from the Notifyin g Party 
showing good cause waive, modify or substitute, in exceptional circumstances, one or 
more of the undertakings in these Commitments. This request shall be accompanied by a 
report from the Monitoring Trustee, who shall, at the same time send a non -confidential 
copy of the report to the Notifying Party. The request shall not have the effect of 
suspending the application of the undertaking and, in particular, of suspending the expiry 
of any time period in which the undertaking has to be complied with.  
Section H.  Entry into force  
73. The Commitments shall take effect upon the date of adoption of the Decision.  
duly authorised for and on behalf of the Notifying Party  
 
19  
[…] 
Authorized to sign on behalf of Energizer Holdings, Inc.  
Based on a power of attorney dated 10 October 2018
 
 Schedule to the EEA Commitments  
1 The Divestment Business consists of  Spectrum ’s Varta ® consumer battery, chargers and 
portable power and lighting business in the EMEA region (“Europe, Middle East and 
Africa ”). For the avoidance of doubt, this business does not include Spectrum ’s hearing 
aid batteries business, which is primarily marketed under the Rayovac ® brand and has 
no sales of Varta ® branded product .  “EMEA ” includes all of Europe, the Middle East and 
Africa. A full list of the 103 divestment countries is included in Annex 16 .   
2 The legal ownership structure and organisational structure of the Divestment Business is 
laid out in Annex 1 [Detailed description of Annex 1] .  
3 The functional structure charts of  the Divestment Business, [Detailed description of Annex 
2] are provided in Annex 2 .  
4 In accordance to paragraph 5 of the Commitments, the Divestment Business includes, 
but is not limited to, the following tangible and intangible assets:  
4.1 Main tangible assets included in the Divestment Business:  
 Dischingen production facility.   The alkaline production facility in Dischingen 
(Germany), [Detailed description of Annex 3] .  
 Facilities.   A complete list of the facilities used by the Divestment Business, 
[Detailed description of Annex 4]  is provided in Annex 4 .  
 IT organisation/infrastructure.   A description of the functional structure of the IT 
organisation, the IT applications and the IT infrastructure and hardware used by 
the Divestment Busine ss, [Detailed description of Annex 5] , is provided in Annex 
5.  
 Raw materials/inventories/work in progress.   The Divestment Business will also 
include all existing raw material, work in progress, and semi -finished and finished 
goods inventory of the Divest ment Business as of the Effective Date of the 
Commitments.   
4.2 Main Intangible assets included in the Divestment Business:  
 Varta® trademarks  [Detailed description of Annex 6]   A complete list these 
trademarks is included in Annex 6 .   
 Other IP rights and In formation.   The Divestment Business will also include  
Information, IP Rights necessary for use by the Divestment Business [Information 
on IP Rights and Information included in the Divestment] .  These patents are 
listed in Annex 7 .     
 Data, books and reco rds.  All relevant data, books and records, including but not 
limited to business records, personnel records, supplier and customer records 
pertaining to the Divestment Business (in full or in part, but excluding all 
information in relation to activities n ot included in the Divestment Business).   
 Customers.   A list of the EEA customers of the Divestment Business for FY2017 
[Information on contractual relations with third parties] is provided in Annex 8 .  
 
2  Personnel / Key Personnel.   A breakdown of the headcount of the Divestment 
Business is provided in Annex 9 and a  list of the key personnel of the Divestment 
Business [Information on strategy]  is provided in Annex 10 .  
 Government licenses/permits/authorisations.   All governmental li censes, permits 
and authorisations related to the Divestment Business, including but not limited to 
marketing authorisations and manufacturing licenses.  
 Supply contracts.   The finished products and raw material supply contracts shall 
be transferred to the  Divested Business by way of partial or complete assignment 
(as applicable) or back -to-back arrangements as set out in Section 5(c) of the 
Commitments.  
 A list of all finished products  supply arrangements of the Divestment 
Business is provided in Annex 11 .  
 A list of the raw material  supply arrangements of the Divestment 
Business [Information on contractual relations with third parties]   is 
provided in Annex 12 .   
 Distribution agreements .  A list of the distribution arrangements of the Divestment 
Business i s provided in Annex 13 .  
 IT applications.   All the IT applications / software tools listed in Annex 5  (already 
provided above in connection with the IT organisation/infrastructure) or 
alternatively a non -exclusive, perpetual, irrevocable, royalty -free (sub )license to 
use the software tools that are currently in use by the Divestment Business.  In 
the event that materials to be transferred contain information that is confidential to 
any retained business and not relevant for the Divestment Business, this 
information shall be redacted as appropriate.  
 R&D .  The tangible and intangible assets used in the R&D function of Spectrum ’s 
global battery business, [Localisation of Spectrum ’s global battery business] .  An 
overview of the R&D costs and the R&D equipment of  the Divestment Business is 
provided in Annex 14 .   
With respect to R&D, Energizer commits to grant the Divestment Business access 
to the same capabilities that it currently enjoys. [Detailed description of the 
commitment] . 
 A list of the R&D projects of th e Divestment Business is provided in Appendix 
14.1.  
 A list of the R&D personnel with responsibilities to the Divestment Business 
[Detailed description of Appendix 14.2] , as well as the percentage of time they 
spend on Varta® Europe projects is provided as Appendix 14.2 . [Information on 
R&D]1; 
 Customer contracts.   All customer contracts, framework agreements and orders 
pertaining to the Divestment Business.  
 Insurance pol icies.   The Divestment Business will include insurance policies 
primarily related to the business.  
                                                 
1  [Information on R&D] . 
 
3 4.3 If there is any tangible or intangible asset or personnel which is not covered by 
paragraphs 4.1 and 4.2 of this Schedule but which is (i) used by the Divestment 
Business; and (ii) contributes to the continued viability and competitiveness of the 
Divestment Business, that asset or adequate substitute shall be transferred to the 
Purchaser. This includes all the R&D personnel that is deemed necessary to th e 
Divestment Business, under the supervision of the Monitoring Trustee with the support of 
the R&D Technical Expert.  
5 With respect to Spectrum ’s hearing aid batteries business, Energizer commits to enter 
into an exclusive supply agreement with the Divestmen t Business for Rayovac® -branded 
hearing aid batteries [Information on contractual terms] . The purpose of the Supply 
Agreement is to allow the Purchaser to continue to supply Rayovac® branded hearing aid 
batteries to the Non ‐Audiologist Retail Channel in EM EA, on an exclusive basis. 
Annex  15 provides a list of the relevant customers in relation to the proposed remedy in 
the Non‐Audiologist Retail Channel in EMEA.  
6 Where requested by the Purchaser and needed for the operation of the Divestment 
Business, Energizer will provide for appropriate transitional service or supply 
arrangements (“TSAs ”), [Information on duration and contractual terms]  A non -exhaustive 
list of possible TSAs is provided in Annex 17 . 
 
 
 Annex 1  
Legal owner ship structure and organisational structure chart of the Divestment Business  
[Confidential]  
* 
 
Annex 2  
Functional Structure Charts of Divestment Business  
[Confidential]  
* 
 
Annex 3  
Description of the Dischingen manufacturing facility  
[Confidential]  
* 
 
Annex  4 
List of Facilities  
[Confidential]  
* 
 
Annex 5  
IT Organisation / IT applications / IT Infrastructure  
[Confidential]  
* 
 
Annex 6  
List of Trademarks used by the Divestment Business  
[Confidential]  
* 
 
 
Annex 7  
List of Consumer Battery Patents to be Assigned to  the Divestment Business  
[Confidential]  
* 
 
 
Annex 8  
List of customers of the Divestment Business in the EEA  
[Confidential]  
 
List of customers of the Divestment Business in the EMEA region (excluding the EEA)  
[Confidential]  
 
* 
 
Annex 9  
Headcount of the Divestment Business  
[Confidential]  
 
2 * 
Annex 10  
Key Personnel of the Divestment Business  
[Confidential]  
* 
 
 
Annex 11  
List of all finished products supply arrangements of the Divestment Business  
[Confidential]  
* 
 
 
Annex 12  
List of raw material supply arrangements of the Divestment Business  
[Confidential]  
* 
 
 
Annex 13  
List of Distribution arrangements of Divestment Business  
[Confidential]  
* 
 
 
Annex 14  
R&D of the Divestment Business  
[Confidential]  
* 
 
 
Appendix 14.1  
[Confidential]  
* 
 
 
Appendix 14.2  
[Confidential]  
* 
 
 
Annex 15  
List of the relevant customers in the Non ‐Audiologist Retail Channel in EMEA  
[Confidential]  
* 
 
 
Annex 16  
Countries included in EMEA  
[Confidential]  
* 
 
 
Annex 17  
List of TSAs  
[Confidential]