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, 28.10.2016  
C(2016 ) 7106 final  
PUBLIC VERSION  
 
To the notifying part y 
 
 
  
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information omitted has been replaced by 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  
I THE PARTIES  ................................ ................................ ................................ ............  4 
II THE OPERATION  ................................ ................................ ................................ ...... 4 
III UNION DIMENSIO N ................................ ................................ ................................ . 5 
IV RELEVANT MARKETS  ................................ ................................ ............................  5 
IV.1.  Description of products  ................................ ................................ .....................  5 
IV.1.1. Bauxite and alumina  ................................ ................................ ............  5 
IV.1.2.  Specialty aluminas  ................................ ................................ ...............  6 
IV.1.3.  Other products  ................................ ................................ .....................  6 
IV.2.  Product market definitions  ................................ ................................ ................  7 
IV.2.1.  The Notifying Party's proposed product market definitions ................  7 
IV.2.2.  Previous Commission decisions  ................................ ..........................  9 
IV.2.3.  The Commission's assessment  ................................ ...........................  10 
IV.2.4.  Conclusion on the relevant product markets  ................................ ..... 16 
IV.3.  Geographic market definition  ................................ ................................ ..........  16 
IV.3.1.  The Notifying Party's proposed geographic market definitions  ........  16 
IV.3.2.  Previous Commission decisions  ................................ ........................  17 
IV.3.3.  The Commission's assessment  ................................ ...........................  17 
IV.3.7.  Conclusions on the relevant geographic markets  ..............................  19 
V COMPETITIVE ASSESSME NT OF HORIZONTAL OVE RLAPS  .......................  19 
V.1.  White fused alumina for abrasive applications  ................................ ...............  21 
V.1.1.  The Notifying Party's arguments  ................................ .......................  21 
V.1.2.  The Commission's assessment  ................................ ...........................  21 
V.1.3.  Conclusion  ................................ ................................ .........................  25 
V.2.  White fused alumina for refractory applications  ................................ .............  26 
V.2.1.  The Notifying Party's arguments  ................................ .......................  26 
V.2.2.  The Commission's assessment  ................................ ...........................  26 
V.2.3.  Conclusion  ................................ ................................ .........................  29 
V.3.  Bubble alumina  ................................ ................................ ................................  29 
V.3.1.  The Notifying Party's arguments  ................................ .......................  29 
V.3.2.  The Commission's assessment  ................................ ...........................  29 
V.3.3.  Conclusion  ................................ ................................ .........................  32 
V.4.  Brown fused alumina for abrasive applications  ................................ ..............  33 
V.4.1.  The Notifying Party's arguments  ................................ .......................  33 
V.4.2.  The Commission's assessment  ................................ ...........................  33 
V.4.3.  Conclusion  ................................ ................................ .........................  38 
V.5.  Brown fused alumina for refractory applications  ................................ ............  39 
V.5.1.  The Notifying Party's arguments  ................................ .......................  39 
V.5.2.  The Commission's assessment  ................................ ...........................  39 
V.5.3.  Conclusion  ................................ ................................ .........................  42 
V.6.  Zirconia alumina for abrasive applications and sintered bauxite for 
abrasive applications  ................................ ................................ .......................  42 
 
3 V.7.  Other non -affected markets  ................................ ................................ .............  43 
V.7.1. Tabular alumina for refractory applications  ................................ ...... 43 
V.7.2.  Zirconia alumina for refractory applications  ................................ ..... 43 
VI COMPETITIVE ASSESSME NT OF RELATED VERTIC AL MARKETS  ............  43 
VI.1.  The Notifying Party's arguments  ................................ ................................ ..... 44 
VI.2.  The Commissions' assessment  ................................ ................................ .........  44 
VI.2.1.  Framework for the assessment of non -horizontal effects  ..................  44 
VI.2.2.  Input foreclosure  ................................ ................................ ................  45 
VI.2.3 . Customer foreclosure  ................................ ................................ .........  46 
VI.3.  Conclusion  ................................ ................................ ................................ ....... 46 
VII MODIFICATIONS OF THE  TRANSACTION  ................................ .......................  47 
VII.1.  Framework for the assessment of the commitments  ................................ ....... 47 
VII.2.  Commitments submitted by the Notifying Party  ................................ .............  48 
VII.3.  Initial Commitments  ................................ ................................ ........................  48 
VII.3. 1. Description of the Initial Commitments  ................................ ............  48 
VII.3.2.  Assessment of the Initial Commitments  ................................ ............  49 
VII.3.3.  Conclusion on the Initial Commitments  ................................ ............  52 
VII.4.  Commitments of 14 October 2016  ................................ ................................ .. 52 
VII.4.1.  Description of the Commitments of 14 October 2016  ......................  52 
VII.4.2.  Assessment of the  Commitments of 14 October 2016  .....................  52 
VII.4.3.  Conclusion on the Commitments of 14 October 2016  ......................  53 
VII.5.  Final Commitments  ................................ ................................ .........................  53 
VII.5.1.  Description of the Final Commitments  ................................ .............  53 
VII.5.2.  Assessment of the Final Commitments  ................................ .............  53 
VII.5.3.  Conclusion on the Final Commitments  ................................ .............  54 
VIII  CONDITIONS AND OBLIG ATIONS  ................................ ................................ ..... 54 
IX CONCLUSION  ................................ ................................ ................................ .........  54 
X APPROVAL OF THE SPA AMENDMENT SUBMITTED ON 27 OCTOBER 
2016 PURSUANT TO PAR AGRAPH 5 OF THE COMM ITMENTS  ....................  55 
 
  
 
4 Subject : Case M. 8130 – Imerys / Alteo certain assets  
Commission decision pursuant to Article 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) On 9 September 2016, the Commission received notification of a proposed 
concentration pursuant to Article 4 and following a referral pursuant to Article 4(5) 
of the Merger Regulation  by which the undertaking Im erys S.A. ( ‘Imerys ’, France)  
acquires within the meaning of Article 3(1)(b) of the Merger Regulation control of 
the whole of the undertakings Alteo ARC (France) and Alufin GmbH Tabularoxid 
(‘Alufin ’, German y) formerly owned by Alteo Holding SAS ( ‘Alteo ’, France) by 
way of  purchase of shares  (the ‘Transaction ’).3  Imerys is hereinafter designated as 
the ‘Notifying Party’. Alteo ARC and Alufin are collectively referred to as the 
‘Target ’, and together with Imerys as the ‘ Parties ’, whilst the undertaking res ulting 
from the Transaction is referred to as ‘the new entity ’ or ‘the merged entity ’.  
I THE PARTIES   
(2) Imerys  is a multinational mining company operati ng in four business groups: 
(i) energy solutions and specialties, (ii) filtration a nd performance additives , 
(iii) ceramic materials, and (iv) high resistance minerals . 
(3) Alteo  is a fully integrated, global producer and supplier of non -metallurgical and 
specialty alumina s for a wide range of sectors. In particular Alteo operates in the 
refractories, abrasives, glass and flame retardants markets and the chemical 
industry.  Alteo ARC operates two specialty alumina plants in France (La Bâthie, in 
the Alps, focused on white fus ed alumina, and Be yrède, in the Pyrenees, focused 
on brown fused alumina). Alufin operates one plant in Teutschenthal , Germany, 
focused on the production of tabular alumina. Alteo Gardanne, a wholly owned 
subsidiary of Alteo, constituting its headquarters and operating a plant in Gardanne 
producing non -metallurgical grade alumina, is not part of the Transaction . 
(4) The Target  is active in the production of specialty alumina s for refractory and 
abrasive applications.  
II THE OPERATION  
(5) The operation will consist of  the acquisition by Imerys of 100% of the shares and 
voting rights of the Target. After the completion of the Transaction, the Target will 
be solely controlled by Imerys. The operation therefore constitutes a concentration 
within the meaning of Article 3(1 )(b) of the Merger Regulation.  
                                                 
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 ‘comm on market’ by ‘internal market’. The 
terminology of the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).  
3  Publication in the Official Journal of the European Union No C 342 , 17.09.2016 , p. 12.  
 
5 III UNION  DIMENSION  
(6) The operation does not have a Union dimension within the meaning of Article 1 of 
the Merger Regulation as it does not meet the thresh olds of Article 1(2) or 
Article  1(3).4 
(7) However, o n 7 July 2016 the Parties i nformed the Commission by means of a 
reasoned submission that the concentration  was capable of being reviewed under 
the national competition laws of three Member States5 and moreover, its  
competitive effects would likely go beyond the territory of one Mem ber State . On 
that basis, and under Article 4(5) of the Merger Regulation, the Parties requested 
the Commission  to examine t he concentration . None of the Member States 
competent to examine the concentration under its national law expressed their 
disagreeme nt within 15 working days of receiving the reasoned submission.  
(8) Therefore, the concentration is deemed to have a Union dimension pursuant to 
Article 4(5) of the Merger Regulation.  
IV RELEVANT MARKETS  
IV.1.  Description of products  
(9) The operation concerns the markets  for the production and supply of certain kinds  
of bauxites and alumina s. For the purposes of this d ecision, the following terms are 
used.  
IV.1.1.  Bauxite and alumina  
(10) Bauxite  is an ore  rich in a luminium minerals . It is obtained through mining at 
various sites acro ss the world. The majority of bauxite i s further processed into 
(calcinated) alumina, but a certain amount of mined bauxite is processed directly 
for use in non -metallurgical applications without first refining it into calcinated 
alumina.  
(11) Alumina  is a comm on name for aluminium oxide ( Al2O3). It is commonly  produced 
by refining bauxite in the five-stage Bayer  thermo -chemical process that includes  
grinding, digestion, clarification, precipitation and calcination . The final product of 
the Bayer process is also known as calcinated alumina , and it is a white sugar -like 
granular material .6  
(12) Calcinated alumina has two main uses: (i) metallurgical use for the  smelting of 
aluminium, that is the extraction of aluminium metal, and (ii) non -metallurgical 
application s. Over 90% of  calcinated alumina is used in the production of 
aluminium metal , in which case it is referred to as ‘smelter grade alumina’. 
However, only the non -metallurgical segment is r elevant for the present case.  
(13) Within the non -metallurgical applicati ons, calcinated alumina can be consumed in 
two main ways: (i) as such without further refining and (ii) after further refining 
through  fusing or sintering. Only the processed products  are relevant for the present 
case.  
                                                 
4  The thresholds  in Article 1(2) of the Merger Regulation are not met since the combined worldwide 
turnover of the Parties in 2015 was EUR 4 181 million. The Parties also do not meet the turnover 
thresholds in at least three Member States required by Article 1(3)(c) of th e Merger Regulation.  
5  Germany, Spain and Austria.  
6  See, for instance M.1003 – Alcoa / Inespal , paragraph 12, and M.1693 – Alcoa / Reynolds , recital 9.  
 
6 IV.1.2.  Specialty alumina s 
(14) Specialty aluminas  is a term used by the Notifying Party to refer to high -purity 
aluminas that, having been produced from calcinated alumina or calcinated bauxite, 
are used for specific non -metallurgical applications, namely in abrasive or 
refractory materials . 
 Abrasive materials are used to shape or finish a work piece  through 
rubbing , which leads to part of the work piece  being worn away by 
friction. While finishing a material often entails polishing it to gain a 
smooth  or reflective surface, the process can also involve roughening. 
Abrasives are used very extensively in a wide variety of industrial, 
domestic  and technological applications . 
 Refractory materials are inorganic non -metallic materials that can 
withstand high te mperatures without undergoing physical or chemical 
changes, while remaining in contact with molten slag, metal or gases. 
They are used , for instance,  in linings for furnaces, kilns, incinera tors and 
reactors, as well as to  make crucibles and moulds for cas ting glass and 
metals , and for surfacing flame deflector systems for rocket launch 
structures.  
(15) The Notifying Party has included fused aluminas, bubble alumina and tabular 
alumina but not zirconia alumina within the category  of specialty alumina s. 
(16) Fused alu mina s (or ‘artificial corundums’) are obtained by fusing calcinated  
alumina  or bauxite  in electric arc furnaces at high tempatures.  Fused aluminas have 
high Al 2O3 content or purity and are suitable, for instance, for refractory and 
abrasive applications.  Fused alumina is produced in two types: white fused alumina 
and brown fused alumina .  
 Brown fused alumina (‘BFA’)  is produced by calcinating bauxite directly 
(without refining it in the Bayer process) and then fusing  it. Its Al2O3 
content is high (around 95 %) but slightly less than in white fused alumina.  
 White fused alumina (‘WFA’)  is produced through fusing calcinated 
alumina (that is, following refining in the Bayer process). Its Al2O3 content 
is typically slightly higher than in BFA, usually above 97%, a nd it is thus 
purer  than BFA . 
(17) Bubble alumina is a type of WFA. However, at the end of the production process, 
the hot material is poured out from the furnace through a high pressure air stream. 
The molted stream of material is transformed into a barrage of  particles that are 
cooled rapidly. The spraying process typically causes the particles to form hollow 
spheres or ‘bubbles’.  
(18) Tabular alumina (also known as ‘sintered alumina’)  is obtained by applying a 
sintering process to calcinated  alumina rather than fu sing it.  It is characterised by 
high purity and high refractoriness, and it is highly resistant to  thermal shock s, 
wear and chemical reactions . Tabular alumina  is typically used for refractory 
purposes.  
IV.1.3.  Other products  
(19) Sintered bauxite  is bauxite that has b een directly calcinated (without being purified 
in the Bayer process) and then  sintered. Sintered bauxite consists of grains that are 
very dense and tough.  
(20) Zirconia alumina  is produced through the fusion of calcin ated alumina and certain 
compounds contain ing zirconium. Zirconia alumina has a strong ability to fracture 
 
7 when heat from the surface of work reaches critical levels. Zirconia  alumina  
contains a relatively  high Al 2O3 content and is  predominantly used in abrasive 
applications due to its superior hardness but can also be used in certain refractory 
applications .  
(21) An overview of the value chain and the products concerned is shown in Figure 1. 
Figure 1 - Overview of the value chains and products in question  
 
Source: Form CO  
IV.2.  Product market definitions  
IV.2.1.  The Notifying Party's proposed product market definitions  
(22) In the light of previous Commission decisions ,7 the Notifying Party suggest s 
segmenting the product markets by kind of mineral and by end -use application of 
such minerals .8 This is due to the fact that minerals either hardly ever provide 
properties which exactly match the features and properties of another mineral  and 
there are other constraints which make substitution practically unfeasible ( for 
instance  price or scarcity of the resource). Following this approach , the Notifying 
Party submit s that the  Parties' activities overlap horizontally in the following 
segments:  
 specialty alumina s for abrasive applications  (including WFA, BFA and 
bubble alumina) , 
                                                 
7  See the summary in section IV.2.2 . 
8  See Form CO, paragraph 98.  

 
8  specialty alumina s for refractory applications  (including tabular alumina, 
WFA, BFA and bubble alumina) , 
 zirconia alumina for abrasive  applications , 
 zirconia alumina for refractory applications,  
 sintered bauxite for abrasive applications .  
(23) The Notifying Party argue s that a further sub -segmentation of the markets for 
specialty alumina s both for abrasive and refractory applications is not appropriate  
for the reasons set out in sections IV.2.1.1  to IV.2.1.3 .9 
(24) As regards vertical relationships, the Notifying Party identif ies a vertical link 
between the Parties' upstream activities in alumina s for refractory applications and 
Imerys' downstream activities in the  market for refractories , see section IV.2.1.4 .  
IV.2.1.1.  Sub-segmentations in specialty alumina s for refractory applications  
(25) Concerning specialty alumina s for refractory  applications , the Notifying Party 
submit s that WFA and BFA might differ in respect to purity and therefor e also in 
price . While BFA has an Al 2O3 content around or above 95 % and is slightly less 
friable, WFA usually has a n Al2O3 content above 97 %  and thus is slightly purer. 
The Notifying Party emphasi ses, however, that WFA and BFA are interchangeable 
in view of their important similarities , in particular hardness  (grade 9 on the Mohs 
scale  of hardness ), thermal stability and toughness . According to the Notifying 
Party , both WFA and BFA are used for the same functions (heat resistance) in th e 
same refractory applications. The Notifying Party submit s further  that the higher 
the level of purity of the produced BFA, the higher the level of substitutability  with 
WFA.  
(26) Regarding  tabular alumina , used typically  in refractory applications, the Notifying 
Party argue s that (i) it has the same production process as WFA and only differs in 
terms of its finishing , (ii) has a very high purity (Al 2O3 of around 99 %) and  
(iii) acts as a substitute for fused alumina in refractory applications. According to 
the Notifying Party , the substitutability is particularly  clear  when looking at the 
demand -side given that in refractory applications the most important quality of the 
alumina -product is its level of alumina content, this being very high in tabular 
alumina.  
IV.2.1.2.  Sub-segmentations in  specialty alumina s for abrasive applications  
(27) The Notifying Party argue s that, like in refractory applications, WFA and BFA  for 
abrasive applications  are produced based on the same production process and 
therefor e share for instance  a particular hardness (grade 9 on the Mohs scale), 
strong thermal and chemical stability, and a high degree of thermal shock 
resistance . Therefore , according to the Notifying Party , WFA and BFA for abrasive 
applications are included in the same product market.  
IV.2.1.3.  Bubble alumina as a separate product market  
(28) The Notifying Party argue s further that bubble alumina  – regardless of whether it is 
used in abra sive or refractory applications – is a mere variation of WFA  and is only 
used in certain niche applications . The Notifying Party submit s that bubble alumina 
consists of the exact same raw materials and follows the same production process, 
except that WFA i s atomi sed or sprayed with compressed air at the very end of the 
                                                 
9  See Form CO, paragraphs 118, 124, 132, 135, 140, 141.  
 
9 process. The Notifying Party submit s further that the same furnace can be used for 
the production of WFA and bubble alumina and that only the pouring system needs 
to be adapted. According to the Notifying Party , all bubble alumina producers also 
manufacture and supply fused alumina s, and all suppliers of fused alumina s can 
easily manufacture and supply bubble alumina.  
IV.2.1.4.  Downstream market for refractories  
(29) The Notifying Party submit s that specialty alumina s for refractory applications are 
an important input for the downstream markets for refractories  where Imerys is 
active through its subsidiary Calderys .  
(30) The Notifying Party define s refractories as non -metallic materials, produced by the 
mixing of aggregates (including inter alia specialty alumina s) with chemical or 
hydraulic binders . They  are primarily employed as heat buffers or linings in 
industrial devices such as kilns,  furnaces  and ovens.10 The Notifying Party submit s 
that the market for refractories can be segmented by:  
 Form -type, thereby distinguishing  between : 
 shaped refractories  and 
 unshaped  refractories . 
 Raw-material and chemical composition , thereby distinguishing  between : 
 basic refractories  and 
 non-basic/acid refractories . 
(31) Concerning a form -based segmentation the Notifying Party explain s that shaped 
refractories are supplied in a form that can be readily used by customers ( for 
instance  bricks) . Unshaped refractories, namely  monolithic (powder -based) 
products , are used for linings and are usually processed and applied in the 
equipment itself.11 
(32) Concerning a segmentation by raw -material and chemical composition , the 
Notifying Party conclude s that basic refractories are made mainly of magnesium 
and calcium oxide and are not attacked or affected by alkaline materials . Non-
basic /acid refractories are not attacked or affected by acidic materials and are based 
mainly on alumina and silica.12 
IV.2.2.  Previo us Commission decisions  
(33) In Starck/Wienerberger  the Commission concluded that there is a common market 
for natural and artificial corundum ( alumina ), as both are substitutable regarding 
many applications.13 The Commission further divided the market for alumi nas in 
separate sub -segments by application : for abrasive application s, refractory 
                                                 
10  See Form CO, paragraph 180.  
11  See Form CO, paragraph 181.  
12  See Form CO, paragraph 181.  
13  See M.7 02 – Starck/Wienerberger , paragraph 12.  
 
10 application s and other applications.14 The Commission left open whether the 
market for alumina s used in refractory applications included tabular alumina .15  
(34) In Creditanstalt -Bankverein/Treibacher  the Commission sub-segmented the overall 
market for artificial corundum (artificial alumina ) in separate markets for abrasive 
application s, refractory application s and other applications .16 Whether there are 
separate mark ets for BFA  and WFA  due to the different qualities of the products 
was left open .17 The Commission has however decided that zirconia alumina  has to 
be distinguished  from the other types  of alumina . It forms a separate market  as it 
differs in its production process, price and product characteristics and is therefor e 
only used in special grinding applications .18 
(35) In EN+/Glencore/Sual/UC Rusal  the Commission again left open whether BFA  
and WFA  constitute separate product markets.19 
(36) In Cookson /Foseco  the Commission  discussed the market for refractories, that is to 
say the market downstream of the production of specialty alumina s for refractory 
applications. The Commission segmented the markets for refractories by form and 
raw material / chemical composition. The Com mission thus defined a separate  
segment  for unshaped non-basic refractories.20 
IV.2.3.  The Commission's assessment  
IV.2.3.1.  General observations  
(37) The results of the market investigation confirm  the Notifying Party’s submissions 
and the findings in previous cases concerning the segmentation of  aluminas 
according to their end use into abrasive and refractory applications.21 
(38) Nonetheless, what the Notifying Party calls ‘specialty alumina’ should be 
segmented into narrower markets. In particular, (i) tabular alumina should not be 
considered to belong to the same relevant market as fused alumina  (see 
section  IV.2.3.2 ) and (ii) fused alumina should be further segmented into BFA and 
WFA  (see section IV.2.3.3 ). 
(39) Furthermore, bubble alumina could be considered to constitute a separate sub -
market within WFA (see section IV.2.3.4 ) and further sub -segmentations within 
both WFA an d BFA could be considered (see section IV.2.3.5 ). 
(40) As regards zirconia alumina  (see section IV.2.3.6 ) and sintered bauxite  (see 
section  IV.2.3.7 ), both of those products constitute separate product markets while 
additional sub -segmentat ions can be left open for the purposes of this case.  
                                                 
14  See M.702 – Starck/Wienerberger , paragraph 13.  
15  See M.702 – Starck/Wienerberger , paragraph 15.  
16  See M.811 – Creditanstalt -Bankverein/Treibacher , paragraph 15.  
17  See M.811 – Creditanstalt -Bankverein/Treibacher , paragraph 15.  
18  See M.811 – Creditanstalt -Bankverein/Treibacher , paragraph 18.  
19  See M.4441 – EN+/Glencore/Sual/UC Rusal , paragraph 21.  
20  See M.4961 – Cookson/Foseco , paragraphs 9 – 12. 
21  See, for instance replies to question 3 of Q1 – Questionnaire to Customers (refractory applications) 
and replies to question 3 of Q2 – Questionnaire to Customers (abrasive applications).  
 
11 (41) On the downstream market for refractories, the markets for  unshaped non -
basic/acid refractories can be considered separate from other types of refractories 
for the purposes of this case (see section IV.2.3.8 ). 
IV.2.3.2.  Tabular alumina  
(42) The Notifying Party submit s that tabular alumina22 belongs to the same market of 
specialty alumina  (for refractory applications)  together  with fused alumina  (for 
refractory applications) .  
(43) However, the Commission considers that there is no or only limited substitutability 
between tabular alumina and fused alumina.  
(44) First, tabular alumina and fused alumina are produced in different production  
processes and require different machinery  to produce . To this effect, the 
Commission notes that the Target produces fused alumina and tabular alumina at 
different sites: it produces fused alumina in Beyrède and La Bâthie while its tabular 
alumina producti on is located in Teutschenthal. Due to the different machinery 
needed for the production of tabular alumina and fused alumina, it  also appears that 
a producer of one of them cannot switch to producing the other without acquiring 
the necessary machinery and  incurring the associated substantial costs.  
(45) Second  and following from the different production processes , not all suppliers 
supply both types of aluminas. That includes Imerys, which supplies fused alumina 
but not tabular alumina .   
(46) Third , a number of customers noted that tabular alumina and fused alumina differ 
in terms of technical characteristics and price. A lthough some respondents did 
consider tabular alumina and fused alumina to be substitutable  from their 
perspective , substitutability appears to be limited to specific applications . A 
customer noted in this respect that ‘market is 1/3 tabular, 1/3 is WFA and 1/3 can 
be tabular or WFA’ .23 
(47) Therefore, for the reasons set out in paragraphs  (44) to (46) and in light of the 
outcome of the market investigation and the information available to it, the 
Commission considers that tabular alumina  does not form part of the same relevant 
market as fused alumina.   
IV.2.3.3.  White and brown fused alumina  
(48) The Notifying Party submits that no distinction between WFA and BFA is 
necessary.  However, for the main reasons  set out in paragraphs (49) to (53), the 
Commission considers that there is no or only limited substitutability between 
WFA and BFA.  
(49) First, suppliers responding in the Commission's market investigation reported that 
switching production between the two products on the same production line is not 
straightforward . This appears to apply, in particular,  to switching from BFA to 
WFA , the latter of which is purer . A competitor writes: ‘It’s impossible to produce 
BFA together with WFA as BFA will soil the whole scheme’ .24 Accordingly, both 
Parties appear to separate the pro duction of WFA and BFA in most o f their plants. 
The Target produces BFA in its pla nt in Beyrède while it produces WFA in its 
                                                 
22  Imerys does not produce tabular alumina while the Target does.  
23  Replies to question 4 of Q1 – Questionnaire to Customers (refr actory applications).  
24  See, for instance replies to question 14 of  Q3 – Questionnaire to Competitors (specialty alumina).  
 
12 plant in La Bâthie. Similarly, Imerys produces BFA and WFA together in only two 
of its seven plants while five plants speciali se either in the production of WFA or 
BFA. 
(50) Second, not all producers seem to supply both WFA and BFA but there are 
suppliers that specialise in one of them. For instance Motim, which is a European 
competitor of the Parties , supplies WFA but not BFA.25  
(51) Third, market participants’ relative market positions in WFA and BFA seem to 
differ from each other. For instance, the Notifying Party has indicated that its main 
competitors in BFA include Chinese producers while its most important 
competitors in WFA are companies such as Motim (Hungary) and Rusal (Russia).  
(52) Fourth, the Parties’ internal documents indicate that they follow BFA and WFA 
separately in their internal reporting and planning, and that they can earn 
significantly different margins on BFA and WFA.26 Also third parties separate 
BFA and WFA in their market analyses.27 
(53) Fifth, a clear majority of all customers that responded in the Commission's market 
investigation considered WFA and BFA  not to be substitutable with each other  in 
terms of technical characteristics and price .28 For instance, a refractory customer 
notes that  ‘[w]hite and brown corundum cannot be exchanged in our applications 
because of the differ ence in quality (Al2O3 content) . Brown corundum is more 
attractive in price but cannot be used in all applications’29 while  an abrasive 
customer responds  that ‘[t]he products is [sic] not equal in quality and have 
different characteristics . The types is [sic] used for different sanding operations. ’30 
(54) Therefore,  for the reasons set out in paragraphs  (49) to (53) and in light of the 
outcome of the market investigation and the information  available to it, the 
Commission considers that WFA and BFA constitute separate relevant product 
markets  (both of wh ich are to be further segmented according to the end use 
abrasive / refractory  as set out in paragraph (37)). 
IV.2.3.4.  Bubble alumina  
(55) In addition, and contrary to the Notif ying Party’s submission, the results of the 
market investigation further indicate that bubble alumina should be considered a 
distinct market within WFA  as there is no or only limited substitutability between 
bubble alumina and other WFA .  
                                                 
25  See the information published on Motim's website, www.motim.hu . 
26  See, for instance Imerys internal document […], page 12.  
27  See, for instance the document ‘Supply trends and prospects for fused alumina’  by Roskill 
Information Services, pages 8 –10 and 17, and document ‘Non -Metallurgical Bauxite and Alumina – 
Global Indu stry, Markets and Outlook to 2021 – Ninth Edition, 2016 ’ by Roskill Information 
Services, pages 26 –7 and 266 –7. 
28  See, for instance replies to question 5 of Q1 – Questionnaire to Customers (refractory applications) 
and replies to question 4 of Q2 – Questi onnaire to Customers (abrasive applications).  
29  Original in German reads: ‘Weißer und brauner Korund können in unseren Anwendungen nicht 
untereinander ausgetauscht werden, da der Qualitätsunterschied (Al2O3 - Gehalt) unterschiedlich 
ist. Preislich is5t [si c] der braune Korund attraktiver, jedoch qualitativ nicht in allen Anwendungen 
einsetzbar.‘ , reply to question 5 of Q1 – Questionnaire to Customers (refractory applications).  
30  Reply to question 4 of Q2 – Questionnaire to Customers (abrasive applications ).  
 
13 (56) First,  the market  investigation has not confirmed the Notifying Party’s submission 
that know -how on bubble alumina production is widely available. In contrast , one 
of the companies the Notifying Party ha d identified to be the Parties’ main 
competitors in WFA indicated that  it does not even know the technology required 
to produce bubble alumina .31 
(57) Second, market participants’ relative market positions in bubble alumina and other 
WFA seem to differ significantly from each other. For instance, the Notifying Party 
has submitted that the Parties’ combined market shares in bubble alumina for 
refractories was [60-70]% while the combined market share for all WFA for 
refractories (includi ng bubble alumina ) was [30-40]% in 2015. For abrasive 
applications the figures were [40-50]% and [20-30]%. Moreover, the Notifying 
Party has submitted that the Parties’ main competitors in the EEA for bubble 
alumina are different from those for other  WFA.  
(58) Third, a clear majority  of customers replying in the Commission's market 
investigation submitted that bubble alumina and other WFA are not substitutable in 
terms of technical characteristics and price.32 For instance, a refractory customer 
has explained th at ‘[b]bubble alumina is a high purity, low density insulating 
product while white fused alumina is a dense material. The two are used to 
produce entirely different ranges of refractory products so are not 
interchangeable’33 and an abrasive customer noted t hat ‘[b]ubble alumina is a 
special higher priced product for certain abrasive applications’34.  
(59) Therefore, for the reasons set out in paragraphs  (56) to (58) and in light of the 
outcome of the market investigation and the information  available to it, the 
Commission considers that bubble alumina constitutes a distinct market sep arate 
from the remaining types of WFA (and further segmented according to the end use 
abrasive / refractory  as set out in paragraph (37)). 
IV.2.3.5.  Potential further sub-segmentations of WFA and BFA  
(60) During the market investigation, market participants indicated a number of 
additional potential sub -segmentations or differentiations with in WFA and BFA.  
(61) Semi -friable vs. regular BFA:  Semi -friable BFA is a type of BFA that typically has 
a lowered titanium oxide content and that is sometimes referred to have 
characteristics that are somewhere between BFA and WFA35. 
(62) Treated BFA vs. regular  BFA:  BFA can further be treated, such as heat -treated or 
ceramic -coated, to achieve specific characteristics for the product. Some market 
customers replying to the Commission's market investigation indicated that such 
                                                 
31  Reply to question 15 of Q3 – Questionnaire to Competitors (specialty alumina ). 
32  See, for instance replies to question 6 of Q1 – Questionnaire to Customers (refractory applications) 
and replies to question 5 of Q2 – Questionnaire to Customers (abra sive applications).  
33  Reply to question 6 of Q1 – Questionnaire to Customers (refractory applications).  
34  Reply to question 5 of Q2 – Questionnaire to Customers (abrasive applications).  
35  See, for instance, https://www.alteo -alumina.com/en/business/product line/semi -friable -brown -
fused -alumina , quoted on 13.10.2016. See also https://www.alteo -alumina.com/en/corundum , 
quoted on 13.10.2016. See also document ‘Non -Metallurgical Bauxite and Alumina – Global 
Industry, Markets and Outlook to 2021 – Ninth Edition, 2016 ’ by Roskill Information Services, 
page 50.  
 
14 characteristics can be important for parti cular applications or climatic conditions of 
use.36  
(63) Grit size and shape:  the size and shape of alumina particles appear to have an 
impact on their use in some abrasive applications. For instance, the Parties’ internal 
documents indicate that certain  of the ir production facilities tend to produce a 
particular shape of product  and that customers purchase different shapes of 
products from different suppliers . Market participants seem to distinguish 'blocky' 
grit shape from 'angular' grit shape. The Parties' in ternal documents also  follow 
macro and micro grit sizes sometimes separately in their reporting and planning, 
also noting that micros are higher -value compared to macros .37 The Commission 
understands from the Parties' internal documents, as well as concurri ng evidence 
from market participants, that micro and macro grit size are frequently measured on 
the FEPA scale. On this scale, sizes F8 to F220 are commonly referred to as 
'macro -grit', while sizes F230 and above are referred to as 'micro -grit'. One 
custom er explained: ' [g]rit sizes are a particularly important product specification 
in the abrasive industry since they will achieve different end results. Macro -grit 
abrasives will be used to achieve a rough finish, while micro -grit will yield a 
polished, glass -like finish. The two are therefore not substitutable from a demand -
side point of view '.38  
(64) Therefore, for the reasons set out in paragraphs  (37), (61) to (63), and in light of the 
outcome of the market investigation and the inform ation  available to it, the 
Commission concludes that the markets for WFA and BFA are differentiated at 
least according to the various additional criteria discussed in this Section : 
application (abrasive or refractory applications), purity, grit size, and g rit shape.  On 
the other hand, for the purposes of the present decision , the exact product market 
definition as regards other possible segmentations of BFA and WFA  discussed in 
paragraphs  (37), (61) to (63) can be left open as the outcome of the competitive 
assessment remains the same under those  alternative delineations.  
IV.2.3.6.  Zirconia alumina  
(65) As set out in paragraph (22), the Notifying Pa rty submits  that zirconia alumina 
could constitute a distinct market, separate from fused alumina (or other ‘specialty 
alumina’). According to the Notifying Party, the market could further be segmented 
according to the end use of the product (abrasive / re fractory).  
(66) The results of the market investigation support the  view that zirconia alumina 
constitutes a market separate from fused alumina.  
(67) From the supply side -perspective, the production process and technologies appear 
to differ. A  major fused alumina pr oducer indicated that it does not even know the 
technology required for zirconia alumina production.39  
(68) Moreover, a clear majority of customers responding in the Commission's market 
investigation noted that zirconia alumina and fused aluminas are not compar able in 
                                                 
36  See, for instance replies to question  10 of Q2 – Questionnaire to Customers (abrasive applications).  
37  See, for instance Imerys internal document […], page 2, Imerys internal document […], pages  11–3, 
and Imerys internal document […], page 7, and […], page 4, […], page 8, […], tab […].  
38  Confirmed minutes of a call with an abrasive customer on 23.9.2016.  
39  Reply to question 16 of Q3 – Questionnaire to Competitors (specialty alumina).  
 
15 terms of technical characteristics or price.40 A refractory customer explain ed that 
‘zirconia is 4X the price of fused alumina . It would  not be considered for standard 
refractory applications. It would only be used in areas of high corrosion, or in  
small quantities to help control thermal expansion. It is rather cost prohibitive ’.41 
An abrasive  customer notes that ‘zirconia alumina is considerably more tough as 
fused alumina. Substitution of zirconia alumina by fused alumina would result in a 
significant performance drop, whereas a substitution of fused alumina by zirconia 
alumina (possible in only a limited number of applications) would result in a 
significant cost increase’ .42  
(69) Therefore, for the reasons set out in paragraphs  (66) to (68) and in light of the 
outcome of the market investigation and the information  available to it, the 
Commission considers that zirconia alumina may constitute a distinct product 
market  which  does not fall in the same product market as fused alumina.  
(70) On the other hand, i t is not necessary for the purposes of the present decision to 
conclude whether the market fo r zirconia alumina should be further segmented 
according to the end use of the product  as the outcome of the competitive 
assessment remains the same under the alternative market delineations . 
IV.2.3.7.  Sintered bauxite  
(71) As set out in parag raph (22), the Notifying Party submits that sintered bauxite  
could  constitute a distinct product market which is separate from specialty alumina 
or zirconia alumina. According to the Notifying Party, sintered bauxite is only used 
for abrasive applications.  
(72) The results of the market investigation support the view  that sintered bauxite 
constitutes a distinct market.  
(73) In particular, some suppliers of fused and/or tabular alumina indicated in the 
market investigation that they do not have the ability to produce sintered bauxite.43 
Moreover, the Commission notes that, according to the Notifying Party, the market 
structure in sintered bauxite in the EEA is unlike that for other products concerned 
by the case, with Showa Denko holding over 60% of the market  for sintered 
bauxite but not being a notable competitor in any other product discussed.  
(74) Further, customers have submitted in the market investigation that sintered b auxite 
is not comparable to  other products such as fused alumina in terms of technical 
characteristics or price.44 For instance, an abrasive customer explain ed that sintered 
bauxite and fused alumina have ‘[d]ifferent mechanical and abrasive 
characteristics . Sintered bauxite is much more expensive’ .45 
                                                 
40  See, for instance replies to questions 7 and 8 of Q1 – Questionnaire to Customers (refractory 
applicat ions) and replies to question 6 and 9 of Q2 – Questionnaire to Customers (abrasive 
applications).  
41  Reply to question 7 of Q1 – Questionnaire to Customers (refractory applications).  
42  Reply to question 6 of Q2 – Questionnaire to Customers (abrasive applications).  
43  Replies to question 17 of Q3 – Questionnaire to Competitors (specialty alumina).  
44  See, for instance replies to questions 8 and 9 of Q2 – Questionnaire to Customers (abras ive 
applications).  
45  Reply to question 8 of Q2 – Questionnaire to Customers (abrasive applications).  
 
16 (75) Therefore, for the reasons set out in paragraphs  (72) to (74) and in the light of the 
outcome of the market investigation and the information available to it, the 
Commission considers that sintered bauxite  may constitute a distinct product 
market  and concludes that sintered bauxite does not fall in the same product market 
as fused alumina.  
IV.2.3.8.  Downstream market  for refractories  
(76) In accordance with its past practice ,46 and seeing that this practice is not contested 
by the Notifying Party in this case, the Commission considers unshaped non-
basic /acid refractories to constitute a distinct product market . In any case, the 
product market definition in this case can be left open since no competition issue 
would arise even in the narrowest possible segment  where the vertical link between 
the Parties would lead to the highest concentration levels . 
IV.2.4.  Conclusion on the relevant product markets  
(77) Therefore, in light of the above  and for the purpose s of this d ecision, the 
Commission concludes that it is appropriate to carry out its assessment of the ef fect 
of the Transaction with reference to the following markets :  
 WFA for abrasive applications,  
 WFA for refractory applications,  
 bubble alumina for abrasive applications,  
 bubble alumina for refractory applications,   
 BFA for abrasive applications,  
 BFA for refractory applications,  
 tabular alumina,  
 zirconia alumina ,  
 sintered bauxite  and  
 unshaped non-basic /acid refractories . 
IV.3.  Geographic market definition  
IV.3.1.  The Notifying Party's proposed geographic market definitions  
(78) The Notifying Party  s ubmit s that the geographic scope of the relevant alumina 
markets is global  (for fused alumina [WFA, bubble alumina  and BFA ], tabular 
alumina and zirconia alumina) .47 The Notifying Party refers to  low relative 
transport costs and emphasise s significant imports coming from outside the 
European Economic Area ( ‘EEA’) and in particular fr om Brazil, the United States, 
Ukraine, Russia, and most importantly China.  According to the Notifying Party, the 
imports have increased notably following the expiry of certain anti -dumping 
measures by the European Union  in 2002 . According to the Notifying Party , 
increasing presence of Chinese suppliers in the EEA as well as continuing 
commoditization of even the most niche segments of specialty alumina are among 
the main drivers for the Transaction .  
                                                 
46  See M.4961 – Cookson/Foseco , paragraphs 17.  
47  See Form CO, paragraph 155.  
 
17 (79) Similarly, the Notifying Party submit s that the geographic mar ket for sintered 
bauxite is global in scope.  
(80) As regards the downstream market s for refractories, the Parties consider the 
markets , including the segment for unshaped non-basic /acid monolithic (powder -
based) refractories,  to be EEA -wide in scope.48 
IV.3.2.  Previous  Commission decisions   
(81) In previous decisions concerning fused alumina for abrasive and refractory 
applications the Commission left open whether the relevant markets were global or 
EEA -wide  in scope .49 
(82) For alumina in general, the Commission concluded in Alcoa/Inespal50 that the 
market possesse d all the features of a global market. In contrast, in 
Starck/Wienerberger  and Creditanstalt -Bankverein/Treibacher, the Commission  
considered the geographic market for artificial corundum (fused alumina) for 
abrasive and refractory applications  to be at least EEA -wide, but left the precise 
market definition ultimately open.51 The same applies for zirconia alumina.52 In 
EN+/Glencore/Sual/UC Rusal  the market investigation indicated that WFA  was 
traded at a global level. Th e Commission however left the precise market definition 
open.53 
(83) As regards the downstream market for refractories, in past decisions  the 
Commission considered the relevant geographic markets for refractories , including 
unshaped non-basic /acid  monolithic  (powder -based)  refractories,  to be EEA -wide 
in scope.54 
IV.3.3.  The Commission's assessment  
(84) The Commission acknowledges that there are notable imports into the EEA of at 
least some of the  alumina  products concerned by the Transaction. Nonetheless, the 
Commission recalls that a relevant geographic market is an area in which the 
conditions of competition are sufficiently homogenous and which can be 
distinguished from neighbouring areas because the conditions of competition are 
appreciably different in those areas. I n this context, actual trade flows may give 
useful information for the assessment but are alone not decisive.55 
(85) In the present case, the Commission notes that there are indications that suggest 
that the market is rather EEA than worldwide. For instance, the  relative market 
positions of different market participants vary between the EEA and the rest of the 
                                                 
48 See Form CO, paragraph 182.  
49  See M.702 – Starck / Wienerberger , paragr aphs 16 –18; and M.811 – Creditanstalt -Bankverein / 
Treibacher , paragraph 19.   
50  See M.1003  – Alcoa/Inespal , paragraph 23.  
51  See M.702 – Starck / Wienerberger , paragraph 16 –18; and M.811 – Creditanstalt -Bankverein / 
Treibacher , paragraph 19.  
52  See M.811  – Creditanstalt -Bankverein / Treibacher , paragraph 19.  
53  See M.4441 – EN+/Glencore/Sual/UC Rusal , paragraph 22.  
54  See M.4961 – Cookson/Foseco , paragraphs 27  – 30, M.472 – Vesuvius/Wuelfrath , 
paragraphs  22 - 24. 
55  See, for instance the Commission Notice  on the definition of relevant market for the purposes of 
Community competition law, OJ C 372, 9.12.1997, p. 5, paragraphs 8 and 49.  
 
18 world and market participants have reported significant issues related to sourcing 
from outside of the EEA.  
(86) As to the relative market positions, the Commis sion notes that the Notifying Party 
submits that the relative market position of Imerys and the Target is significantly 
different within the EEA than globally. This  applies particularly to the various 
segments of fused alumina  where Imerys and the Targe t achieve significantly 
higher market shares in the EEA than globally . For instance, the Notifying Party 
submits that the combined market share of Imerys and the Target was 
approximately [30-40]% in WFA for refractory applications in volume in 2015 
while the share globally was only circa [10-20]%. In bubble alumina for refractory 
applications, the figures were [60-70]% EEA and [30-40]% globally, and i n BFA 
(all types) [20-30]% EEA and [5-10]% globally.  
(87) The results of the market investigation indicat e that the  customers face significant 
issues related to sourcing from outside the EEA. This applies in particular to WFA 
and bubble alumina . 
IV.3.4.  Markets for WFA alumina , bubble alumina and tabular alumina  
(88) Many customers of WFA reported issues related to sourcing from outside the EEA. 
In particular, the majority of customers  for abrasive WFA  considered that they can 
only with difficulty or with great difficulty source th e product from outside the 
EEA, and ne arly half of them also considered that there are specific reasons 
limit ing their ability source to from outside the EEA.56 In case of WFA for 
refractory applications, more customers considered that sourcing is at least fairly 
easy; however, some of them sti ll saw even great difficulty in sourcing from 
outside the EEA , and the majority of them considered there to be specific reasons 
that limit their ability to source from outside the EEA.57 
(89) Many customers for bubble alumina also reported issues related to sour cing from 
outside the EEA. In particular, the majority of customers  of bubble alumina 
reported that they can only with difficulty or with great difficulty source the 
product from outside the EEA. This applies to both bubble alumina for abrasive 
and to bubb le alumina for refractory applications. A number of particularly 
refractory customers of bubble alumina also indicated that there are specific 
reasons that limit their ability to source from outside the EEA.58 
(90) The reasons cited by customers for the difficul ty of sourcing from outside the EEA 
included, for instance, lead times, import duties (currently at 5.2% for WFA and 
bubble alumina) and transport costs as well as issues with quality and reliability.  
For instance, a customer for refractory WFA explains th at ‘[f]or products that are 
not from Europe, we often have quality problems in our products for special 
applications. Should we need material for a quick delivery, the sources outside of 
Europe are not always able to deliver accordingly ’59 while a customer for abrasive 
                                                 
56  Replies to questions 14 and 16 of Q2 – Questionnaire to Customers (abrasive applications).  
57  Replies to questions 18 a nd 20 of Q1 – Questionnaire to Customers (refractory applications).  
58  Replies to questions 26 and 28 of Q1 – Questionnaire to Customers (refractory applications), and 
replies to questions 22 and 24 Q2 – Questionnaire to Customers (abrasive applications).  
59  The original in German reads: ’Bei Produkten, die nicht aus Europa stammen haben wir oftmals 
Qual itätsprobleme in unseren Produkten für Spezialanwendungen. Sollten wir schnell Material für 
unsere Produktion benötigen, sind die außereuropäischen Quellen m anchmal nicht entsprechend 
lieferfähig.‘  Reply to question  20 of Q1 – Questionnaire to Customers (refractory applications).  
 
19 WFA notes that ‘WFA have a lot of different size and different grades - - for our 
job (distributor of raw material) to organize the stock with a lead time of 3 month 
can be impossible’60. Some c ustomers of bubble alumina also referred to issues  
related to sourcing volumes, noting that bubble alumina is often used in small 
volumes and that sourcing from outside the EEA involves large batches.61 
(91) The same would hold true for tabular alumina. From a supply -side perspective both 
WFA and tabular alumina stem from the same raw material and differentiate only 
in the processing method. Regarding that tabular alumina constitutes a high purity 
product, quality issues, as well as the other issues mentioned for WFA a nd bubble 
alumina are likely to occur in the sourcing of tabular alumina as well.  But for the 
purposes of this decision it is unnecessary to conclude on the issue.  
IV.3.5.  Markets for BFA, zirconia alumina and sintered bauxite  
(92) With respect to BFA, zirconia alumin a and sintered bauxite, the customers were 
generally more split on the question  of the relevant geographic market definition . 
Nonetheless, the replies suggest that issues related to sourcing from outside the 
EEA are likely, or at least cannot be excluded, also with respect to these products.62 
IV.3.6.  Markets for refractories  
(93) In accordance with its past practice63, and given that this is not disputed by the 
Parties, the Commission considers the market for unshaped non-basic /acid 
refractories to be EEA -wide in scope.   
IV.3.7.  Conclusions  on the relevant geographic markets  
(94) Therefore, for the reasons set out in par agraphs  (84) to (91) and in light of the 
outcome of the market investigation and the evidence available to it, the 
Commission considers  that the relevant market for WFA , and bubble alumina , 
including their sub -segments, is EEA -wide.  
(95) With respect to tabular alumina, BFA, zirconia alumina and sintered bauxite, it 
cannot be excluded that the market is wider than the EEA. It can , however , be left 
open for the purposes of this decision whether the market is wider than the EEA as 
the outcome of the competitive assessment remains the same under those 
alternative  market delineations.  
(96) Finally, t he Commission considers the market for  unshaped  non-basic /acid 
refractories to be EEA -wide in scope.  
V COMPETITIVE ASSESSME NT OF HORIZONTAL OVERLAPS   
(97) Under Article 2 (2) and (3) of the Merger Regulation, the Commission must assess 
whether a proposed concentration would significantly impede effective competi tion  
in the internal market  or in a substantial part of it, in particular through the creation 
or strengthening of a dominant position.  
                                                 
60  Reply to question 16 of Q2 – Questionnaire to Customers (abrasive applications).  
61  Replies to questions 22 of Q2 – Questionna ire to Customers (abrasive applications).  
62  Replies to questions 22, 24, 30 and 32 of Q1 – Questionnaire to Customers (refractory applications), 
and questions 18, 20, 26, 28, 30 and 32 of Q2 – Questionnaire to Customers (abrasive applications).  
63  See M .4961 – Cookson/Foseco , paragraph 30, M.472 – Vesuvius/Wuelfrath , paragraphs 22 –24.  
 
20 (98) In this respect,  a merger may entail horizontal and/or vertical effects. Horizontal 
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. The Commission appraises horizontal effects in accordance 
with the guidance set out in the relevant notice, t hat is to say the Horizontal Merger 
Guidelines .64  
(99) With particular regard to non -coordinated effects, t he 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 close 
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 
dominant position, or wou ld 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.65 
(100)  In addition, the Horizont al Merger Guidelines describe a number of factors, which 
could counteract the harmful effects of the merger on competition, including the 
likelihood of buyer power, entry and efficiencies.  
(101)  Finally,  the Horizontal Merger Guidelines mention factors specifica lly relevant for 
assessing mergers creating or strengthening buyer power in upstream markets. 
According to the guidelines, harm to competition would in particular incur if the 
merged firm may be in a position to obtain lower prices by reducing its purchase  of 
inputs which could, in turn, lead to lower levels of output in the final product 
market, thereby harming consumer welfare.66 However, the Horizontal Merger 
Guidelines also state that increased buyer power may be beneficial for competition 
if it lowers i nput costs without restricting downstream competition or total output 
as in such case a proportion of these cost reductions are likely to be passed onto 
consumers in the form of lower prices.67 
(102)  In this case, t he Transaction gives rise to horizontal overlaps  in the following 
markets  where both Imerys and the Target are active :  
 WFA for abrasive applications in the EEA,  
 WFA for refractory applications in the EEA,  
 bubble alumina for abrasive applications in the EEA,  
 bubble alumina for refractory applications  in the EEA,  
 BFA for abrasive applications in the EEA and worldwide,  
 BFA for refractory applications in the EEA and worldwide,  
 Zirconia alumina in the EEA and worldwide,  
                                                 
64 Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings ( ‘Horizontal Merger Guidelines ’), OJ C 31, 05.02.2004. 
65 Horizontal Merger Guidelines, paragraph 26. 
66  Horizontal Merger Guidelines, paragraph 61. 
67  Horizontal Merger Guidelines, paragraph 62. 
 
21  sintered bauxite in the EEA and worldwide . 
(103)  In contrast, the Transaction does not g ive rise to horizontal overlaps in tabular 
alumina as only the Target but not Imerys is active in tabular alumina  in the EEA .  
V.1. White fused alumina for abrasive applications  
V.1.1.  The Notifying Party's  arguments  
(104)  The Notifying Party emphasi ses that the Target  holds a small market share in WFA 
for abrasive applications at the worldwide level, resulting in a limited horizontal 
overlap between the Parties.  The Notifying Party also submit s that the market is 
very competitive and characteri sed by the presence  of many suppliers.68 
(105)  Although at EEA level th e market is more concentrated, t he Notifying Party 
emphasi ses that the EEA market  remains competitive due to the presence of a 
number of important alternative European suppliers  (Motim and Rusal) as well as 
due to imports from  Chinese suppliers .69 
(106)  Thus, the Notifying Party conclude s that the Transaction does not raise competition 
concerns in the market for WFA for abrasive applications.  
V.1.2.  The Commission's assessment  
V.1.2.1.  Concentration levels  
(107)  Imerys is the main supplier  in the EEA of WFA for abrasive applications. The 
Target is also a significant supplier to EEA customers with its La B âthie plant in 
the French Alps . The combined market shares of the Parties in the market for WFA 
for abrasive applications in the EEA are high in a market that is already 
concentrated.  
(108)  The Parties' methodology for the calculation of market shares and market sizes is 
not laid out in detail  in the Form CO. The Parties submit that they were computed 
based on  the Parties’ industry intellige nce, Eurostat data as well as on an industry 
report by the consultancy company Roskill (the Roskill 2016 Report ). 
(109)  Based on information gathered during its market investigation, the Commission has 
doubts about the accuracy of certain market estimates submit ted by the Parties, in 
particular for WFA. For example, based on the Roskill 2016 Report, the Parties 
have estimated that the total market size in terms of volume of WFA (abrasive and 
refractory applications combined) worldwide would be approximately 
[700-800] kT ( [300-350] kT for WFA refractory, and [400-450] kT for WFA 
abrasive). The Parties' main source of market data, Roskill, explained during the 
market investigation that its report is mostly based on capacity figures reported by 
competitors as opposed  to actual production figures,70 which indicates that the 
output figures of the Roskill 2016 Report overestimate the actual size of the 
worldwide merchant market for WFA.  
(110)  Similar uncertainties exist with regards to the quantities of WFA imported into the 
EEA as reported by the Parties in market share tables. The quantities of WFA (for 
both abrasive and refractory applications) imported into the EEA in 2015 provided 
by the Parties in the market share tables of the Form CO is 85 –120 kT, among 
                                                 
68  See Form CO, paragraphs 220, 223.  
69  See Form CO, paragraph 224.  
70  Confirmed minutes of a call with Roskill on 4.10.2016.  

 
23 (114)  As explained, because customers for abrasive applications have specific 
requirements in terms of grit size , it is also informative  to assess competition in the 
sub-segments of WFA for abrasive  applications  for macro and micro grit  WFA . 
The Parties have provided market share estimates for the micro and macro grit 
WFA for abrasive applications segments and report a combined market share close 
to [30-40]% in both of these. As explained above, this likely overst ates the market 
sizes, the presence of several competitors in these high end segments and 
underestimates the market shares of the Parties.  
(115)  Therefore, in the light o f the market investigation and based on market shares 
alone, it cannot be excluded that non -coordinated anticompetitive effects would 
arise from the Transaction  with respect to WFA  for abrasive applications . This risk 
is further increased by the elements described below.  
V.1.2.2.  Closeness of co mpetition between the Parties  
(116)  The Parties' activities overlap in almost all possible segments of WFA for abrasive 
applications (apart from some niche applications only supplied by Imerys such as 
pink and ruby WFA), making them particularly close competitor s in terms of 
portfolio. This is evidenced by the fact that [30-40]% of the Target's top 10 
customers are common to  Imerys.  
(117)  The close competition between the Parties is widely acknowledged by the 
respondents to the Commission's abrasive customers questionnaire: 80% of 
respondents view the Parties as particularly close competitors for WFA for abrasive 
applications, mostly due to similar portfolio, and similar lead times.73  
(118)  Several customers noted that Imerys and the Target are par ticularly close 
competitors in the EEA, especially when looking at some sub -segments, for 
instance  high purity WFA  or micro -grit WFA .  
(119)  One customer noted that 'Due to the specificity of those sub -segments, in Europe 
there are only two companies that have t he capabilities, plants and facilities to 
produce micro grits, namely Imerys and Alteo. A third entity situated in China 
potentially producing a suitable micro grit – Mount Tai – exists; but uses an 
outdated facility and therefore potentially cannot achiev e the requested quality .'74  
(120)  Another customer explained that only two or three producers are capable of 
consistently supplying high purity WFA: Imerys and the Target , and to some extent 
Rusal. This customer also considered that Washington Mills was capable of 
supplying high purity WFA but that their focus is not the EEA.75 
(121)  Imerys' internal documents show that , to resist competitive pressure,  it has focused 
its commercial strategy on […]. For example, Imerys notes that […].76 In a similar 
strategy document, Ime rys notes that […].77 
                                                 
73  Replies to question 52 of Q2 – Questionnaire to  Customers ( abrasive  applications) . 
74  Confirmed minutes of a call with an abrasive customer on 23.9.2016.  
75  Confirmed minutes of a call with an abrasive customer on 29.9.2016, in the original French: ' Seuls  
deux ou trois producteurs sont capables de fournir de manière régulière du corindon blanc d'une 
pureté élevée: Imerys et Alteo, plus accessoirement Rusal. Washington Mills, aux Etats Unis ne les 
diffuse pas de manière régulière en Europe. ' 
76  Annex 7 Imer ys […]. 
77  Imerys […]. 
 
24 (122)  The Commission understands that the Target has made a structured effort in  the 
recent years to compete in these same high -end segments and has invested to 
establish itself as a reliable supplier of quality products.  In a recent intervi ew to the 
specialised press, the commercial director of the Target's BFA and WFA division 
explained that strategy. Concerning opportunities in the market, he indicated that 
'although there is oversupply of FA [Fused Alumina] in general, some qualities and 
grades are in tight supply. This might be because there is difficulty in sourcing a 
particular quality or consistency of product .' When asked how the Target is 
managing to claim market shares  from competitors, he explained that 'We are 
focusing on quality,  consistency and reliability in our products and services. 
Reliability used to be one of our weaknesses as a business and we lost customers as 
a result. We have invested heavily in improving this over the last two years and 
Alteo is now a trusted supplier of all the products we manufacture. We achieved 
this by working closely with our customers – both by inviting customers to our 
plants and by sending our people to customer sites to help understand each other’s 
needs. Based on what we have learned, we have worked to ensure that the quality 
of our products remains consistent while also expanding our range in accordance 
with what our buyers want. In 2014, we launched seven new products and have 
another eight in the pipeline for 2015. Our number one sales appli cation is bonded 
abrasives (grinding wheels), but we are looking to increase our sales in ceramics, 
blasting and coated abrasives applications. Last year we invested a few million 
euros in R&D and in hiring new people and buying new laboratory equipment. W e 
are also launching several partnerships with our customers. All of our innovation 
comes from working with our customers and developing products and solutions 
based on their needs. These tend to be higher in quality and more cost  efficient .'78 
(123)  Evidence gathered by the Commission therefore suggests that the Parties compete 
closely by focusing on higher value products and applications within WFA for 
abrasives.  
V.1.2.3.  Remaining competitors  
(124)  As explained  in paragraphs (109)  to (112) , several elements lead the Commission 
to doubt  the accuracy of the market shares attributed to various competitors by the 
Parties as set out in the above market share table  in paragraph (113) .  
(125)  In that table , important market shares are attributed to Chinese competitors 
importing WFA for abrasive applications in the EEA. Aside from the fact that the 
volume of such imports is questionable , several customers have raised quality 
issues when ordering WFA for abrasive application s from Chinese suppliers . One 
respon dent explained that 'Chinese suppliers in general has  [sic] big problems to 
deliver a stable and good quality that can satisfy our requirements. We have not 
found any supplier in China that can supply us with material that can be used in 
our production .'79  
(126)  Customers seem to note the presence of Chinese suppliers of WFA in standard 
quality for abrasive applications, but do not perceive them as competitors to the 
Parties for high -end, specific applications ( for instance  high purity or micro grit).80 
                                                 
78  Interview  of Mr. Audemard  by the industry publication ‘Industrial Minerals ’ in June 2015 
(https://www.alteo -alumina.com/sites/default/files/Ressources/im_june_2015_alteoarc.pdf) . 
79  Reply to question 97.1 of Q2 – Questionnaire to  Customers ( abrasive applications) .  
80  Confirmed minutes of a call with an abrasive customer on 23.9.2016.  
 
25 One custom er explained (in the original French) that 'Alteo et Imerys sont les seuls 
à maîtriser la "haute pureté" avec un lavage à l'acide chlorhydrique. Cette ma îtrise 
peut faire la différence: un corindon blanc chinois peut atteindre au mieux 99,4% 
de pureté quand Alteo atteint 99,8% de pureté ou plus. Une pureté de 99,4% n'est 
pas acceptable pour une prothèse médicale. Motim ne sait pas faire de macro 
grain en h aute pureté .'81 
(127)  The only competitor of the Parties which is also based in the EEA, Motim, is not 
regarded as on par with the Parties by several customers for the high -end segments, 
in particular in micro -grit WFA .82  
(128)  Rusal, while regarded by some customers as a source of quality WFA, is not 
always considered a reasonable alternative. This is probably best  explained by 
Rusal in its own words: 'Import duty 5.2% and logistics costs limit competiveness 
of our goods in Western and Southern Europe .'83  
(129)  All customers who responded  to the market investigation indicated that they were 
not aware of any spare capacity  for WFA for abrasive applications currently.84 
(130)  In addition, contrary to what is explained below at paragraphs (185) to (187) in the 
BFA section, the Parties' internal documents show little evidence of intense 
competition in WFA for abrasive applications.  
V.1.2.4.  Effects of the Transaction  
(131)  A majority of customers of specialty alumina for abrasive applications anticipate 
that the Transaction would have a negative effect on competition and prices.85 This 
is because the two major EEA competitors are merging. The Target is seen as the 
most reliable alternative to Imerys, since Motim is not considered as a good 
alternative by all.  
V.1.3.  Conclusion  
(132)  In view of the foregoing  and in the light of the results of th e market investigation 
and the information available to it, the Commission considers that  the Transaction 
raises serious  doubts as to its compatibility with the internal market concerning 
unilateral effects from the horizontal overlaps between the Parties'  activities in 
WFA for abrasive applications (and possible sub segmentations ). This conclusion 
is based, in particular, on the following elements: (i) the Parties'  combined shares  
post-Transaction will be high in a highly concentrated market ; (ii) the Part ies were, 
prior to the Transaction, particularly close competitors ; and (iii)  after the 
Transaction , there will be  limited competitive constraints from competitors,  and 
customers will face limited alternative s (if any in certain sub -segments). More 
particu larly, w ithin the EEA, Motim is not considered on par with the Parties in 
certain sub -segments (micro -grit). As regards competition from outside the EEA 
                                                 
81  Confirmed minutes of a call with an abrasive customer on 29.9.2016 .  
82  Confirmed minutes of a call with an abrasive customer on 23.9.2016. Confirmed minutes of a call 
with an abrasive customer on 29.9.2016, in the original French: '  Motim (Hongrie) n'est pas 
comparable en termes de qualité. [customer]  estime que cela ne changera pas à court terme. En 
effet, etant donnée que le corindon blanc de qualité est le segment qui génère le plus de marges, si 
Motim avait pu transférer sa production vers ces segment, cela aurait déjà été fait .' 
83  Reply to question 19.1 of Q3 – Questionnaire  to Competitors  (specialty alumina) .  
84  Replies to question 53  of Q2 – Questionnaire  Customers ( abrasive applications) . 
85  Replies to question 106 of Q2 – Questionnaire to Customers (abrasive applications) . 
 
26 faces several disadvantages compared to the Parties (import duties and logistic 
issues).  Chinese import ers in particular are not seen as able to deliver the desired 
quality in certain sub -segments. In any case there would be little  spare capacity  by 
suitable alternative suppliers  to compensate a hypothetical increase in price of 
WFA for abrasive application s by the Parties after the Transaction.  
V.2. White fused alumina for refractory applications  
V.2.1.  The Notifying Party 's arguments  
(133)  The Notifying Party submit s that the overlap in the worldwide market for WFA for 
refractory applications is very small and their sales are trivial .86 
(134)  The Notifying Party emphasi ses that although at EEA level the market is slightly 
more concentrated, it is still very competitive due to the presence of a number of 
important suppliers (in particular Rusal and Motim) including Chinese im porters.87 
(135)  Thus, the Notifying Party conclude s that the Transaction does not raise competition 
concerns in the mark et for WFA for refractory applications.  
V.2.2.  The Commission's assessment  
(136)  There are some slight but notable differences between the EEA markets for  WFA 
for abrasive and refractory applications. Grit size and shape for example are much 
less important  for refractory customers who tend to value more purity , as 
acknowledged by the Parties, see paragraph (26). However, the competitive 
dynamics in these two markets  in terms of identify and strength of the suppliers  are 
broadly similar. In particular, the remarks made above in section V.1.2.3  
concerning the limited competitive constraints from Russian and Chinese 
competitors apply mutatis mutandis .  
V.2.2.1.  Concentration levels  
(137)  Imerys is the main supplier in the EEA for WFA for refrac tory applications. The 
Target is also a significant supplier to EEA customers with its La Bâthie plant in 
the French Alps. The combined market shares of the Parties in the market for WFA 
for refractory applications in the EEA are high in a market that is a lready 
concentrated.  
(138)  Similarly as already set out for WFA for abrasive applications in section V.1.2.1 , 
the Parties' methodology for market shares and market sizes is not laid out in detail  
in the Form CO. The Parties state that they were computed based on  the Parties’ 
industry intelligence, Eurostat data, as well as the Roskill 2016 Report . 
(139)  The doubts raised at paragraphs (108)  to (111)  on the reliability of market sizes and 
volumes of imports into the EEA, based on the Rosk ill 2016 Report, apply across 
the board for WFA for both abrasive and refractory applications. Likewise, 
individual competitors have reported imports into the EEA that are significantly 
lower than the volumes estimated by the Parties and presented below.  
(140)  In view of the results of the market investigation, the Commission  considers that 
the sales of WFA for refractory applications by non -EEA competitors are much 
more limited than originally estimated by the Parties, based on the Roskill 2016 
Report.  
                                                 
86  See Form CO, paragraph 208.  
87  See Form CO, paragraph 209.  

 
28 V.2.2.2.  Closeness of competition betw een the Parties  
(144)  Almost two -third of the respondents to the market investigation view Imerys and 
the Target as each other’ s closest competitors  in WFA for refractory applications .88 
Customers explain that ‘ [t]hey are located in the same region and have the same 
product portfolio in fused alumina .’ Another customer added that '[t] hese two 
suppliers are the main and market leading suppliers of White Fused Alumina in 
Europe. Currently both are supplying our company with no quality alternatives .'89 
(145)  This is especi ally true in high purity WFA for refractory applications where the 
Parties are the only two suppliers in the EEA. One customer explained that it ‘ has 
very strict quality requirements and needs WFA with a 99.9% degree of purity, 
which is considered very hig h end material. […] For this quality, in Europe, 
Imerys and Alteo are the only two possible suppliers. ’90  
V.2.2.3.  Remaining competitors  
(146)  The remaining competitors will not exert sufficient competitive pressure on the 
Parties after the Transaction.  
(147)  Competitors in t he EEA and the neighbouring area (Russia, Ukraine) are not 
always considered on par with the Parties. One customer found that ‘ Motim, 
produces a quality that does not fully comply with the needed standards, mainly 
due to a deviating particle distribution i n the smaller grain sizes ’ and has ‘ tried 
sourcing from Rusal but the material is also not compliant with its standards .’91 
The same customer noted that ‘ Traders can also secure supplies from these 
countries but only to a limited extent, as their storage capacity is usually limited ’ 
and that ‘ Imports for China are usually compliant when a test batch is sent, but not 
when a large quantity, e.g 500 mT is required. In addition the long lead times (up 
to 60 days) makes it inflexible and not practical .’ 
(148)  Another  customer noted that ‘ [i]f we buy from China we have here same general 
difficulties as mentioned on the other raw materials before concerning quality 
control and logistics .’92  
(149)  In addition, contrary to what is explained below at paragraphs (185) to (187) in  the 
BFA section, the Parties' internal documents show little evidence of intense 
competition in WFA for refractory applications.  
V.2.2.4.  Effects of the Transaction  
(150)  A clear majority of respondents to the market investigation thought that the 
Transaction would have  a negative impact on competition and prices in WFA for 
refractory applications.93 
                                                 
88  Replies to question 61 of Q1 – Questionnaire  to Customers ( refractory applications) . 
89  Replies to question 61 of Q1 – Questionnaire  to Customers ( refractory applications) .  
90  Confirmed minutes of a call with a customer on 27.9.2016.  
91  Confirmed minutes of a call with a customer on 27.9.2016.  
92  Replies to question 18.1 of Q1 – Questionnaire  to Customers ( refractory applications) .  
93  Replies to question 108 of Q1 – Questionnaire  to Customers ( refractory applications)  
 
29 (151)  One customer explained that it ‘ would probably not look for alternatives in the 
event of a 5 to 10% price increase by Imerys, since alternative suppliers from 
outside the EEA, note earlier remarked quality issues, are currently offering at 
higher price levels than Imerys' and Alteo's .’94 
V.2.3.  Conclusion  
(152)  In view of the foregoing  and in the light of the results of the market investigation 
and the information available to it , the  Commission considers that  Transaction 
raises serious  doubts as to its compatibility with the internal market concerning 
unilateral effects from the horizontal overlaps between the Parties' activities in 
WFA for refractory applications. This conclusion is bas ed, in particular, on the 
following elements:  (i) the Parties'  combined shares  post-Transaction will be high 
in a concentrated market ; (ii) the Parties were, prior to the Transaction, particularly 
close competitors. , and (i ii) after the Transaction , there will be  limited competitive 
constraints from competitors,  and customers will face limited alternative s (if any in 
certain sub -segments). In particular, w ithin the EEA, Motim is not considered on 
par with the Parties . As regards c ompetition from outside the  EEA  faces several 
disadvantages compared to the Parties (import duties and logistic issues). Chinese 
importers in particular are not seen as able to deliver the desired quality in certain 
sub-segments.  
V.3. Bubble alumina  
V.3.1.  The Notifying Party's arguments  
(153)  The Notifying Party submits that with respect to the small volume of bubble 
alumina it is very difficult for them to submit estimates of hypothetical market 
shares.95 Furthermore , the Notifying Party emphasi ses that their submitted, 
relatively high market shares can be explained by the fact that bubble alumina does 
not constitute a market on its own. The hypothetical market would be generally 
rather unattractive for other producers to supply due to its trivial s ize and low 
customer demand, though competitors could easily do so.96 
V.3.2.  The Commission's assessment  
(154)  Given that bubble alumina can only be produced by a sub -set of producers of 
WFA, the concerns raised by the Transaction in the markets for WFA for abrasive 
applications and refractory applications are also applicable to the market for bubble 
alumina.  
(155)  Given the similarities in the suppliers  and the limited  amoun t of information 
available, the two markets for bubble alumina for abrasive and refractory 
applications will be assess ed within the same section below.  
V.3.2.1.  Concentration levels  
(156)  If anything, concerns are even greater in the market for bubble alumina given the 
high market share of the Parties in the EEA and the v ery limited number of 
competitors.  
                                                 
94  Confirmed minutes of a call with a customer on 27.9.2016.  
95  See Form CO, par agraphs 210, 211.  
96  See Form CO, paragraph 212.  


 
32 V.3.2.3.  Remaining competitors  
(163)  The competitors reported by the Parties are all based outside the EEA and, as such, 
they face several disadvantages compared to the Parties. These disadvantages have 
been discussed above in the WFA for abrasive and refractory applications sections, 
at paragraphs (124) to (130) and (146) to (149): import duties, fluctuating exchange 
rates and costs of shipping, and longer lead times that are incompatible with 
smooth production management for customers.  
(164)  One customer no ted that, although Washington Mills is an alternative to the Parties 
in terms of quality, its products are more expensive than the Parties in the EEA.97 
(165)  Not all WFA competitors are capable of producing bubble alumina. One competitor 
explained that it is bec ause they 'don't know technology of bubble alumina 
production .'98 
V.3.2.4.  Effects of the Transaction  
(166)  The market investigation only included very few actual bubble alumina customers. 
It is therefore difficult to draw aggregate conclusions without reaching a critical  
mass. Some respondents did raise concerns. Three refractory customers anticipated 
prices to go up.99 One abrasive customer estimated that, with the merger of the only 
two bubble alumina competitors in the EEA, customers would have to turn to 
Chinese produc ers who face a number of disadvantages which make them 
uncompetitive on price.100  
V.3.3.  Conclusion  
(167)  In view of the foregoing and in the light of the results of the market investigation 
and the information available to it, the Commission considers that the Transaction 
raises serious doubts as to its compatibility with the internal market concerning 
unilateral effects from the horizontal overlaps between the Parties' activities in 
bubble alumina in the EEA. This conclusion is based, in particular, on the 
following elements: (i) the Parties' combined shares post -Transaction will be very 
high in a highly concentrated market; (ii) the Parties were, prior to the Transaction, 
particularly close competitors; and (iii) after the Transaction, there will be limited 
competitive constraints from competitors, and customers will face limited 
alternatives. In particular, within the EEA, the Parties face no competition from 
domestic suppliers. As regards competition from outside the EEA, it faces several 
disadvantages compare d to the Parties (in particular in terms of import duties and 
logistic issues).  
                                                 
97  Confirmed minutes of a call with a customer on 27. 9.2016.  
98  Reply to question 15.1 of Q3 – Questionnaire  to Competitors  (specialty alumina) .  
99  Replies to question 110.1 of Q1 – Questionnaire  to Custo mers (abrasive applications).  
100  Replies to question 108.1 of Q2 – Questionnaire  to Customers (refractory applications).  





 
38 volumes to US, Brazilian, Chinese or Ukrainian competitors , including in the 
higher end BFA segments , such as semi -friable or treated BFA . 
(184)  In the United States, anti -dumping duties against the import of Chinese BFA are in 
place since March 2009, which may evidence the competitive constraints exerted 
by Chinese BFA competitors on the worldwide markets.  
(185)  In an internal budget forecast presentation, Imerys mentions Chinese competition 
(particularly from Art Abrasives and Runbao) in segments like semi -friable BFA, 
heat-treated (i.e. blue fired) BFA and ceramic -coated BFA.104  
(186)  In its internal customer visit reports, Imerys' sales personnel often notes 
competition with (and sometimes loss of accounts to) Chinese competitors, Elfusa, 
Washington Mills or a Ukrainian competitor , for example : 
 Report […], 21 January 2014: Elfusa is named as Imerys’ direct 
competitor in blue -fired and ceramic coated BFA, traded through […];  
 Report […], 3 May 2016: in the segment for semi -friable BFA (FRSK) 
Elfusa is the main supplier;  
 Report […], 18 July 2012: Imexco (Elfusa products) supplies BFA, Art 
Abrasives (from China) provides blue -fired BFA and ceramic -coated 
BFA, and Elfusa directly supplies semi -friable BFA ; 
 Report […]: where sales personnel report s volumes lost to […], in 
Ukraine ; 
 Report […], 14 January 2016: where the sales personnel reports […]; 
 Report […], 25 November 2015 : where the sales personnel reports […].  
(187)  By contrast,  the Target is almost never mentioned as a competitor in these 
customer reports, indicating little intensity in competition between the Parties.  
V.4.2.4.  Effects of the Transaction  
(188)  A majority of respondents to the market investigation did not expect the 
Transaction to have any impact on the market for BFA for abrasive applications in 
the EEA.105  
V.4.3.  Conclusion  
(189)  In view of the foregoing  and in the light of the results of the market investigation 
and the information available to it, the Commission considers that  the Transaction 
does not raise serious  doubts as to its compatibility with the internal market 
concerning unilateral effects from the horizontal overlaps between the Parties' 
activities in BFA for abrasive applications. This conclusion is based, in particular, 
on the following elements: (i) the Parties'  combined shares  post-Transaction will be 
moderate, apart from certain potential sub -segments ; (ii) The market is  quite 
fragmented, with several competitors from outside the EEA (China, Brazil, 
Ukraine, and the United States) , (iii)  the Parties we re, prior to the Transaction, not 
particularly close competitors , apart from the potential sub -segment of semi -friable 
BFA ; and (iv)  Imerys' internal documents show that it faces significant competitive 
constraints in BFA for abrasive applications and its potential sub -segments. This 
                                                 
104   Imerys’ […], slide 14.  
105   Replies to question 106 of Q2 – Questionnaire  to Customers ( abrasive  applications) . 





 
44 its market share post -Transaction  in the upstream market s for specialty alumina for 
refractory applications.108 
VI.1.  The Notifying Party's arguments  
(206)  Concerning a potential  input foreclos ure, the Notifying Party submit that post -
Transaction  the Parties’  market shares on a global market for specialty alumina 
would be below 10 % and they would therefore hold no market power in the 
upstream market. The Notifying Party argue s that customers acting on the 
downstream market for refractories would be able to source from any other 
specialty alumina supplier around the world. The Notifying Party further argue s 
that the same argument holds true, should the market be considered EEA -wide in 
scope.  
(207)  The Notifying Party also submit s that Imerys (through its subsidiary Calderys) 
holds market shares not exceeding 20% under any  possible market definition for 
the downstream market for unshaped acid refractories.109 Imerys would therefore 
have no market power i n the relevant downstream market. According to the 
Notifying Party, the market for unshaped acid refractories is very competitive . 
(208)  The Notifying Party further argue s that the downstream market for refractories is 
small in revenue and provi des low margins. The Notifying Party conclude s that the 
merged entity  would therefore have no economic incentive to foreclose the 
upstream market for specialty alumina, as the losses caused by such strategy would 
not be compensated by any gains resulting f rom a n increase of sales in the 
downstream market which will remain competitive.110 
(209)  Concerning a potential customer foreclosure , the Notifying  Party submit s that 
Calderys does not hold  a dominant position  in the downstream markets for 
refractory products and already procures its specialty alumina requirements 
captively. The Notifying Party argue s that the Transaction has no impact in this 
respect and that specialty alumina suppliers would have the possibil ity to keep 
supplying their products to plenty of customers.111 
VI.2.  The Commissions'  assessment  
VI.2.1.  Framework for the assessment of non -horizontal effects  
(210)  Foreclosure concerns a situation where actual or potential rivals' access to supplies 
or markets is hampered or  eliminated as a result of the merger, thereby reducing 
these companies' ability and/or incentive to compete. Two forms of foreclosure can 
be distin guished. The first is where the merger is likely to raise the costs of 
downstream rivals by restricting thei r access to an important input (input 
foreclosure). The second is where the merger is likely to foreclose upstream rivals 
by restricting their access to a sufficient customer base (customer foreclosure).112 
                                                 
108  See Form CO, paragraph 179.  
109  See Form CO, paragraph 184.  
110  See Form CO, paragraphs 186 –188. 
111  See Form CO, paragraph 189.  
112  Guide lines on the assessment of non -horizontal mergers under the Council Regulation on the 
control of concentrations between undertakings (2008/C 265/07), paragraph s 29–30. 
 
45 (211)  Input foreclosure arises where, post -merger, the ne w entity would be likely to 
restrict access to the products or serv ices that it would have otherwise supplied 
absent the merger, thereby raising its downstream rivals' costs by making it harder 
for them to obtain supplies of the input under similar prices and conditions as 
absent the merger.113  
(212)  Customer foreclosure may occur when a supplier integrates with an important 
customer in the downstream market. Because of this downstream presence, the 
merged entity may foreclose access to a sufficient customer base to its actual or 
potential rivals in the upstream market (the input market) and reduce their ability or 
incentive to compete. In turn, this may raise downstream rivals' costs by making it 
harder for them to obtain supplies of the input under similar prices  and conditions 
as absent the merger.114 
(213)  For an input or customer foreclosure scenario to raise competition issues, th ree 
factors need to be taken into account: 1) the ability of the merged entity to engage 
in foreclosure; 2) the incentives of the merged entity to do so: and 3) whether a 
foreclosure strategy would have a significant detrimental effect on competition on 
the downstream market.  
VI.2.2.  Input foreclosure  
(214)  Contrary to what the Notifying Party submit s, the relevant upstream product 
market for specialty a lumina for refractory applications is further sub -segmented  
into separate markets : WFA for refractory applications, bubble alumina for 
refractory applications, BFA for refractory applications and tabular alumina . The 
Parties' combined  market shares on the upstream markets are substantially higher 
than the market shares submitted by the Notifying Party for the vertical assessment . 
(215)  In particular, the Parties’ combined market s hares are high with respect to WFA 
and bubble alumina for refractory applications. In the market for WFA  for 
refractory applications  in the EEA,  the Parties have a  combined  market share of 
around [30-40]% according to the Notifying Party – and close to [50-60]% 
according to the Commission’s investigation.  Concerning the market for bubble 
alumina for refractory applications , the Parties have a post -combined  market share 
of around  [60-70]% in the EEA . 
(216)  However, as described in Sections VII.3  to VII.5 , the Notifying Party has entered 
into commitments that include the divestment of the whole of Alteo’s WFA and 
bubble alumina businesses. Therefore, the Trans action will not affect Imery’s 
vertical integration in this respect.  
(217)  With respect to  tabular alumina and BFA  for refractory applications , the Notifying 
Party has submitted that the merged entity’s m arket shares would remain 
below  20% regardless of whether  the market is considered to be EEA - or 
worldwide  and even in monolithics on which Imerys ' downstream activities  
concentrate . As discussed in Section V.5.2.1 , the Commission has some doubts 
about the reliability of the market shares  for BFA  and cannot exclude that they 
might be higher.  
(218)  As discussed in Section V.5.2.2 , the Co mmission nonetheless notes that the Parties 
are not particularly close competitors to each other and supply different types of 
                                                 
113  Guidelines on the assessment of non -horizontal mergers, paragraph 31.  
114  Guidelines on the assessment of non -horizontal mergers, paragraph 58.  
 
46 BFA for refractory applications. Therefore, even if some customers were concerned 
about not having an adequate number of alternat ive suppliers for certain sub -
segments of specialty alumina for refractory applications115, the situation is 
unlikely to be significantly worsened by the Transaction.  
(219)  In general , a number of competing suppliers appear to be present in the refractory 
BFA mark ets, including those located in China and Ukraine. Customers of 
refractory BFA could therefore likely turn to other suppliers if the merged entity 
attempted a foreclosure strategy. This view is supported by customers of refractory 
BFA, the clear majority o f whom were not concerned of the Transaction with 
respect to the supply of BFA.116  
(220)  Therefore, and in light of the information available to it, the Commission concludes 
that the merged entity will likely not have the ability to engage into input 
foreclosure  with respect to BFA  and tabular alumina . 
(221)  In addition, the Commission considers that the  market investigation did not reveal 
any significant  incentive  for the merged entity  to engage into input foreclosure 
even if it had the ability to do so. The Com mission notes in this respect that 
Imerys’ (Caldery’s) market share in the downstream markets for refractories are 
below 20%.  
VI.2.3.  Customer foreclosure  
(222)  With respect to customer foreclosure, Imerys’ market share in the downstream 
markets remain low at below 20%  accord ing to the Parties . Given the low market 
share and its internal production of the upstream inputs, it is unlikely that Imerys 
would even at present be a significant purchaser of specialty aluminas for 
refractory purposes. This view is supported by the majo rity of upstream rivals that 
indicated Imerys to have sourced no or only limited volumes from them.117 
(223)  It is therefore unlikely that the merged entity would have the ability to engage into 
customer foreclosure. This finding is supported by the results of the  market 
investigation where a clear majority of market participants indicated that there 
would be adequate remaining customers even if the merged entity stopped 
purchasing specialty alumina for refractory purposes. This included respondents 
that are curren tly supplying Imerys .118 
VI.3.  Conclusion  
(224)  In view of the foregoing  and in light of the outcome of the market investigation and 
the information available to it, the Commission considers that  the Transaction does 
not raise serious  doubts as to  its compatibility with  the internal market with respect 
to its effects on vertically linked markets.  
                                                 
115  Replies to question 105 of Q1 – Questionnaire t o Customers ( refractory applications).  
116  Replies to question 109 of Q1 – Questionnaire  to Customers (refractory  applications) . 
117  See, for instance replies t o question 111 of Q3 – Questionnaire to Competitors (specialty alumina). 
See also replies to question 104 of Q1 – Questionnaire to Customers (refractory applications).  
118  See, for instance replies t o question 105 of Q3 – Questionnaire to Competitors (specialty alumina), 
and replies to question 112 of Q3 – Questionnaire to Customers (refractory applications).  
 
47 VII MODIFICATIONS OF THE  TRANSACTION   
(225)  In order to render the Transaction compatible with the internal market, the 
Notifying Party has modified the Transaction by entering into commitments.  
VII.1.  Framework for the assessment of the commitments   
(226)  The Commission recalls that  the following principles, as referred to in  the 
Commission Regulation (EC) No 802/2004 and in the Commission Notice on 
reme dies acceptable under the Merger Regulation (the ‘Remedies Notice ’),119 apply 
where parties to a merger choose to offer commitments  in order to restore  effective 
competition following serious doubts identified by the Commission.  
(227)  Where a concentration raises serious doubts as regards its compatibility with the  
internal market, the parties  may undertake to modify the concentration so as to  
remove the grounds for the serious doubts identified by the Commission  with a 
view to having the transaction approved in ph ase I of the merger review procedure. 
In this respect, the Commission has the power to accept commitments provided that 
they will remove the grounds for serious doubts as to the compatibility of the 
transaction with the internal market   
(228)  As set out in the R emedies Notice,  the commitments have to  eliminate the 
competition concerns entirely, and have to be comprehensive and  effective from all 
points of view.  The Commission only has power to accept commitments that are 
capable of rendering the concentration com patible with the internal market in that 
they will prevent the significant impediment to effective competition in all relevant 
markets where competition concerns were identified.120 
(229)  In assessing whether commitments will maintain effective competition, the  
Commission considers all relevant factors, including the type, scale and scope of  
the proposed commitments, with reference to the structure and particular  
characteristics of the market in which the transaction  is likely to significantly  
impede effective co mpetition, including the position of the parties  and other  
participants on the market.121 
(230)  In order for the commitments to comply with those principles, they must be 
capable of being implemented effectively within a short period of time.122 Where, 
however, the parties submit commitments  proposals that are so extensive and 
complex that it is not possible for the Commission to determine with the requisite 
degree of certainty, at the time of its decision, that they will be fully implemented 
and that they are likely  to maintain effective competition in the market, an 
authorisat ion decision cannot be granted .123 
(231)  Concerning the form of acceptable commitments, the Merger Regulation gives 
discretion to the Commission as long as the commitments meet the requisite 
standard.124 
                                                 
119  Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commissi on Regulation (EC) No 802/200 4, OJ C 267, 22.10.2008, p. 1 . 
120  Remedies Notice, paragraph 9 . 
121  Remedies Notice, paragraph 12.  
122 Remedies Notice, Paragraph  9. 
123  Remedies Notice, paragraphs 13,14 and 61 et seq.  
124  Case T -177/04, EasyJet v Commission [2006 ] ECR II -1913, paragraph 197 . 
 
48 (232)  Divestiture commitments are often the most effective  way to eliminate competition 
concerns resulting from horizontal overlaps. The intended effects of a divestiture 
will only be achieved if and once the business to divest is transferred to a suitable 
purchaser in whose hands it will become  an active competitive force in the market . 
In order to ensure that the business is divested to a suitable purchaser, the 
commitments have to include criteria to define its suitability which will allow the 
Commission to c onclude that the divestiture of the business to such a purchaser 
will likely remove the competition concerns identified.125 
VII.2.  Commitments submitted by the Notifying Party  
(233)  The Notifying Party submitted initial commitments on 7 October 2016 (the ‘Initial 
Commitm ents’). After the Commission had raised certain doubts as to whether the 
Initial Commitments would be sufficient to entirely remove the serious doubts 
resulting from the Transaction, the Notifying Party submitted a refinement and 
improvement of the Initial Commitments on 14 October 2016 (the ‘Commitments 
of 14 Octob er 2016’). The Commission launched a market test on those 
commitments on the same day.  
(234)  Following the Commission’s feedback on the market test and assessment of the 
Commitments of 14 October 2016, the Notifying Party submitted further improved 
commitments o n 27 October 2016 (‘Final Commitments’).  
(235)  The Commission has analysed the proposed commitments and considers the Final 
Commitments to be sufficient  and appropriate  to ensure that the Transaction no 
longer raises serious doubts as to its  compatibility with the internal market  and that 
effective competition is maintained following the Transaction ..  
VII.3.  Initial Commitments  
VII.3.1.  Description of the Initial Commitments  
(236)  In order to address the preliminary competition concerns, the Parties committed  in 
the Initial Commitme nts to divest the Target's entire WFA and bubble alumina 
business ( ‘the WFA Business ’) concentrated in the Target's production site in La 
Bâthie  (France), currently owned by A lteo ARC.  
(237)  The assets of the WFA Business include in particular Alteo's WFA (incl uding 
bubble alumina) manufacturing operations in La Bâthie. The Notifying Party 
submitted that the Target produces WFA (including bubble alumina) in two sites of 
La Bâthie , while Alteo produces Abral® and silicon nitride in a third site of that 
plant.   
(238)  The Initial Commitments included all  tangible and intangible assets pertaining to 
the WFA Business . In this context, the Initial Commitments provided for a transfer 
of know -how used for the production of WFA and all intellectual property rights 
used. Moreove r, the Initial Commitments included  the entirety of Alteo's WFA 
business' customer portfolio, orders and records . Further, the Notifying Part y 
commit ted to divest all of Alteo's contracts, license s, permits and authorisations 
related to the WFA business.  
(239)  The Initial Commitments did not include the divestment of Alteo's further activities 
located in La Bâthie, namely its Abral® and silicon nitride business es. They also 
did not contain any specific safeguards as regards the WFA Business' access to raw 
material  and in particular to calcin ated alumina , including from its former parent 
                                                 
125  Remedies Notice, paragraph 47.  
 
49 company Alteo. Moreover, the Initial Commitments did not specify the exact 
means of offering sales and marketing, R&D, IT, accounting and administration 
services provided by  Alteo's staff to the WFA Business as well as related 
transitional agreements. Also, the exact scope of the divested IP, licen ces, permits 
etc. and the specific key personnel to be transferred were not defined in the Initial 
Commitments.  
VII.3.2.  Assessment of the  Initial Commitments  
(240)  As set out in section s V.1 to V.3., the Commission  concluded that the Transaction 
raises serious doubts as to its compatibility with the internal market regarding 
(i) WFA for abrasive applications, (ii) WFA for refractory applications and 
(iii) bubble alumina in the EEA.  
(241)  On the basis of the information provided by the Notifying Part y and for the reasons 
set out below , the Commission d id not consider tha t the Initial Commitments could 
fully remove such serious doubts due to , first, remaining concerns regarding the 
viability of the WFA  Business and in particular  in the light of the exclusion of 
Alteo's Abral ® and  silicon nitride  businesses from the WFA Business , second,  the 
uncertainty to what extent sales personnel would be made ava ilable to the WFA  
Business and, third, the requirement of further appropriate means to safeguard 
access to raw materials for the  WFA  Business .  
VII.3.2.1.  Suitability to remove identified competition concerns  
(242)  As regards the overlaps of the Parties' activities in WFA for refractory and abrasive 
applications as well as in bubble alumina, the Initial Commitments included the 
divestment of the entirety of Alteo's WFA and bubble alumina operations  
worldwide . 
(243)  This di vestment would thus eliminate any horizontal overlap of the activities of the 
Parties in the WFA and bubble alumina markets .  
(244)  On that basis, the Commission considers that the divestment of Alteo's entire WFA 
and bubble alumina business as proposed in the I nitial Commitments could be 
sufficient to remove the overlaps between the Parties' activities in the markets for 
WFA and bubble alumina for refractory and abrasive applications.  
VII.3.2.2.  Divestitu re of a viable and competitive business  
(245)  The Commission considers that  there are a number factors which indicate that the 
WFA Business may be a viable and competitive business in certain respects:  
(i) The WFA  Business is a profitable business with sales of EUR […], growing 
by […]% per annum in the past […] years . Although negative growth of 
[…]% is expected in […], a recovery of the lost sales is expected until […] 
with further growth expectations  of additional  […]% in the next […] years . 
The contribution of the WFA Business without variable costs was EUR […] 
in 2015 and t he cash gross margin was  EUR […] or […]% of sales  in 2015 .  
(ii) The WFA Business has a production  capacity  of […] ktpa, which  is 
comparable to other WFA  competitors  such as Motim , whose capacity is 
estimated by the Parties to be approx imately  […] ktpa126. 
                                                 
126  Similarly, the Roskill 2016 Report, page 49.  
 
50 (iii)The WFA  Business comprises all customer relationships, existing permits, 
licences and authorisations of Alteo that  are necessary to operate the 
business within a short time.  
(246)  However, the Commission ha d doubts as to the viability of the WFA Business , 
with r egard to certain elements . The Commission  consider ed in particular that the 
WFA  Business'  direct  access to sales and marketing personnel  responsible for the 
WFA Business which is  currently employed by Alteo Gardan ne and the inclusion 
of Alteo's Abral® and silicon nitride business es located in  the same  La B âthie plant  
are necessary for the viability of the WFA Business. Further, the safeguards  that a 
potential purchaser of the WFA Business has sufficient access to raw mat erials if 
need be, for instance  through the optional succession into a raw material contract 
concluded between Alteo and Imerys inter alia regarding calcinated  alumina, was 
considered to be crucial to ensure sufficient flexibility of the purchaser to devel op 
the WFA Business as a viable and competitive business. Lastly, further safeguards 
regarding transitional services such as HR, R&D, accounting and administration 
appeared to be necessary.   
Sales and Marketing Personnel  
(247)  The WFA Business does not currently  employ any own sales and marketing 
personnel. Such services are rather provided by […] sales forces, […]. These sales 
forces dedicate currently approx imately […]% of their time to the sale and 
marketing of WFA  (the remaining time being primarily devoted t o selling and 
marketing of BFA) . 
(248)  The Commission's assessment is that for a business to function on a stand -alone 
basis and to develop as a viable and competitive force on the market, it is essential 
to employ sales forces that are dedicated to the business  they work for, who have 
sufficient expertise of the relevant markets and preferably maintain ongoing 
customer relations . 
(249)  Therefore, the Commission considers that it is necessary that the WFA Business 
would include sufficient sales and marketing personnel that is currently employed 
by Alteo Gardanne . In particular, in case the purchaser would not own an existing 
own sales and distribution network and would not be active in the market for WFA , 
it is questionable whether within a short period of time suitable  personnel could be 
hired and sufficient customer relations could be established to compete effectively 
for sales on the market.  
(250)  A mere prolongation of the provision of sales and marketing services by Alteo 
Gardanne for a transitional period would create less certainty than  the transfer of a 
sales team to the WFA Business , especially in the medium - and long -term, and is 
thus the less preferable option.  
(251)  However, the personnel which is currently in charge of Alteo's WFA sales is 
employed by Alteo Gardanne, and that personnel was not to be transferred to 
Imerys in the course of the Transaction. Therefore, Imerys can neither commit to 
transfer such third party personnel to the WFA Business nor do these employees in 
any way automatically follow the WFA Business . Whether they can be transferred 
or not, as was submitted by the Parties, depends on the approval of Alteo Gardanne 
as well as on the salespeople themselves. In any event, the Initial Commitments did 
not stipulate the specific means of how and under which  terms sales and marketing 
personnel currently dedicated inter alia to Alteo's WFA business would have to be 
made available to the WFA Business.  
 
51 (252)  Therefore, the Commission was not able to conclude with sufficient certainty that 
the Initial Commitments were appropriate  to ensure the medium to long -term 
competitiveness and viability of the WFA  Business  in terms of access to sales and 
marketing personnel . 
Inclusion of Abral® and silicon nitride business  
(253)  In the Initial Commitments, the Notifying Party excluded Alteo's Abral® and 
silicon nitride businesses which are currently located also in Alteo's production site 
in La Bâthie. The Notifying Part y submit ted that the Abral® and the silicon nitride 
business could be easily carved out since manufacturing takes plac e at different 
facilities within the La Bâthie site.  
(254)  However, the profit and loss dat a provided by the Notifying Party o f the La Bâthie 
site suggests that Abral® and silicon nitrides contribute substantially to La Bâthie's 
gross margin and EBTIDA.  For ins tance, sales of Abral® and silicon nitride 
accounted for EUR […] of the cash gross margin of overall EUR  […].  
(255)  Thus, it could not  be excluded that the exclusion of the Abral® and silicon nitrides 
activities from the existing La Bâthie busine ss risks to weaken th e financial 
strength and profitability  of La Bâthie  as it is structured today . Therefore, t he 
Commission con sidered  that the Abral® and silicon nitrides business should be 
included in the WFA Business to ensure its continuous viability and 
competi tiveness.  
Optionality of succession in raw material contract  
(256)  In the context of the Transaction, Imerys entered into a long -term raw material 
supply contract with Alteo with fixed terms ( […] years) and prices. This supply 
contract concerns also raw materials (calcin ated alumina) , which were meant to be 
used by Imerys post -Transaction for the WFA Business.  
(257)  The Initial Commitments stipulated that all of Alteo's contract s related to its WFA 
(including bubble alumin a) Business should be divested. Howeve r, it remained 
unclear (i) whether the supply agreement regarding raw material to be supplied by 
Alteo to Imerys  post-Transaction would fall under this obligation and (ii) under 
which conditions a potential purchaser should succeed into the supply agreemen t, 
considering that Alteo Gardanne would have to agree to such transfer .  
(258)  Sufficient access to raw materials is a crucial pre -condition for a business to be and 
develop as a viable and competitive business on the market.  The viability of the 
WFA Business  depends  thus on whether sufficient calcin ated alumina supplies  at 
competitive conditions  are available to a potential purchaser or could easily be 
found. Should this not be the case or only at  worse conditions than those negotiated 
by Imerys with Alteo in  the context of the Transaction, a partial succession in the 
existing raw material supply contract between Imerys and Alteo regarding 
calcin ated alumina could ensure the WFA Business' access to calcinated alumina. 
On the other hand, should the purchaser al ready have supply contracts in place or 
should the purchaser be able to source calcinated alumina at more beneficial  terms 
than those agreed upon between Imerys and Alteo, succeeding into the raw material 
contract would be detrimental to the WFA Business' potential to develop as a 
viable and competitive force on the market.  
(259)  In the light of the above, the Commission indicated to the Notifying Party that 
under the Initial Commitments the WFA Business' access to calcinated alumina 
was not sufficiently ensured  and that to appropriately safeguard sufficient access 
without creating a financial burden for the WFA Business , it should be at the  
 
52 option of the purchase r to partially succeed  in the raw material supply contract 
between Alteo and Imerys.  
VII.3.3.  Conclusion on t he Initial Commitments  
(260)  Therefore,  in view of the above considerations  and the information available to it , 
the Commission was not able to conclude with sufficient certainty that  the Initial 
Commitments were appropriate to ensure the competitiveness and via bility of the 
WFA  Business.  
VII.4.  Commitments  of 14 October 2016  
(261)  On 14 October 2016, the Notifying Party submitted  a refined set of commitments 
(‘Commitments of 14 October 2016’) , replacing the Initial Commitments , aimed at 
addressing the shortcomings identified with regards to the Initial Commitments.  
The Commitments of 14 October 2016  replaced the Initial Commitments.   
VII.4.1.  Description of the  Commitments  of 14 October 2016  
(262)  The Commitments  of 14 October 2016  include eve rything that was included in  the 
Initial Commitments  described in  Section VII.3.1 . In addition, the Commitments of 
14 October 2016 contain certain additions and clarifications. The main 
amendments are  listed in paragraphs  (263)  to (265) .  
(263)  First, the Commitments of 14 October 2016 include the divestment of the Abral® 
and silicon nitride business and related assets that were outside the scope of the 
Initial Commitments . 
(264)  Second , at the option of the purchaser, the purchaser shall be able to partially 
succeed into the raw material supply c ontract between Alteo and Imerys regarding 
calcin ated alumina for the production of WFA.  
(265)  Third, the Commitments of 14 October 2016 include an explicit description of key 
personnel. In addition, appropriate financial incentives  will be offered by the 
Notifying Party to at least […] among the […] sales forces currently dedicated to 
Alteo's La Bâthi e products . Such incentives shall be offered with priority to the 
[…] and […] of the […] sales managers currently in charge of the  sales of the 
products concerned . In addition, the criteria for suitable purchasers include a 
clarification  that only those purchasers can be approved by the Commission who 
have the ability to secure sufficient international coverage in terms of sales  
network.   
VII.4.2.  Assessment of the  Commitments  of 14 October 2016  
(266)  Following the modification of the Commitments explained above  the Commission 
launched a market test on the Commitments of 14 October 2016.  
(267)  The results of the market test were generally positive. In particular, the majority of 
market participants that took a position considered that the Commitments of 
14 October 2016  were sufficient to eliminate the competition concerns raised by 
the Transaction  and that the divested assets would be viable and constitute a 
competitive force on the market if purchased by a suitable purchaser.127 The 
majority of respondents who were custo mers also considered that they could 
purchase WFA and bubble alumina from the divested business.128 The market test 
                                                 
127  See, for instance r eplies to questions 1 –3 and 5 – 7 of R1 – Market Test.  
128  Replies to question 4 of  R1 – Market Test.  
 
53 also confirmed that there was interest from some purchasers from the alumina 
industry in acquiring the divested business.129 
(268)  Nonetheless, a significant number of market participants clarified that, in order for 
the divested business to be viable and to constitute an effective competitive force, 
the purchaser would need to have prior experience in the specialty alumina 
industry. Reasons for thi s were explained to be, for instance access to customers 
and industry knowledge.130  
VII.4.3.  Conclusion on the Commitments of 14 October 2016  
(269)  Therefore,  in view of the replies to the market test  and the information available to 
it, the Commission was not able to con clude with sufficient certainty that  the 
Commitments of 14 October 2016 were appropriate to ensure the viability and 
competitiveness of the businesses to be divested . This was because the 
Commission could not ascertain that the viability and competitivenes s of the 
businesses to be divested  would not significantly depend on the purchaser having 
the prior experience identified by market participants in the market test.  
VII.5.  Final Commitments  
(270)  On 2 7 October 2016,  and following the Commission’s feedback on the result s of 
the market test on the Commitments of 14 October 2016,  the Notifying Party 
submitted a refined set of commitments (‘ Final Commitments’ ). The Final 
Commitments replaced the Commitments of 14 October 2016.  
VII.5.1.  Description of the Final Commitments  
(271)  The Final Commitments  include everything that was included in the  Commitments 
of 14 October 2016 described in Section VII.4.1  (and everything that was included 
in the Initia l Commitments described in Section VII.3.1 ).  
(272)  In addition, the Final Commitments include a requirement that the purchaser shall 
have prior experienc e in the specialty alumina industry, namely ‘proven expertise 
in the industry of fused alumina for non m etallurgical applications (i.e.  refractory 
and abrasive applications) or in market segments closely related to fused alumina 
for non metallurgical appli cations (e.g. a presence in the upstream market for 
calcined alumina or in the neighbouring market of fused alumina for metallurgical 
applications) ’131. 
VII.5.2.  Assessment of the Final Commitments  
(273)  As described in Section VII.4 , market participants had indicated in the market test 
on the Commitments of 14 October 2016 that the purchaser would need to have 
prior industry experience for the divestment  to be viable and constitute an effective 
competitive force. In other respects, the market test was positive and did not raise 
issues that would have called the suita bility of the Commitments of 
14 October 2016 into question.  
(274)  The Commission considers that the Final Commitments adequa tely address the 
question raised in the earlier market test , in particular in relation to the purchaser's 
profile . Given that the Final Commitments have in no other material way been 
altered from the Commitments of 14 October 2016, the Commission concludes  that 
                                                 
129  Replies to question 11 of R1 – Market Test.  
130  See, for instance replies to q uestion 13 of R1 – Market Test.  
131  Paragraph 15 of the Final Commitments.  
 
54 the overall positive results of the market test can be considered valid for the Final 
Commitments as well.  
VII.5.3.  Conclusion on the Final Commitments  
(275)  Therefore,  and in view of the considerations in this Section and the information 
available to it, the Commission considers that the Final  Commitments entered into 
by the Notifying Party are sufficient and appropriate to eliminate the serious doubts 
as to the compatibility of the Transa ction with the internal market  with respect to 
(i) WFA for abrasive applications, (ii) WFA for re fractory applications and 
(iii) bubble alumina . 
VIII CONDITIONS AND OBLIG ATIONS  
(276)  Under the first sentence of the second subparagraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered into vis -à-vis the Commission with a view to rendering the 
concentration compati ble with internal market.  
(277)  The fulfilment of the measures that give rise to the structural change of the market 
is a condition, whereas the implementing steps which are necessary to achieve this 
result are generally obligations on the parties. Where a condi tion is not fulfilled, the 
Commission’s decision declaring the concentration compatible with the internal 
market is no longer applicable. Where the undertakings concerned commit a breach 
of an obligation, the Commission may revoke the clearance decision in  accordance 
with Article 6(3) of the Merger Regulation. The undertakings concerned may also 
be subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of 
the Merger Regulation.  
(278)  In accordance with the basi c distinction between conditio ns and obligations, the 
commitments in section B (and the Schedule) of the Final Commitments constitu te 
conditions attached to this d ecision, as only through full compliance therewith can 
the structural changes in the relevant markets be achieved. The othe r commitments 
set out in the Final Commitments constitute obligations, as they concern the 
implementing steps which are necessary to achieve the modifications sought in a 
manner compatible with the internal market. Accordingly, the Decision not to raise 
objections is made conditional on full compliance by the Notifying Party with 
Section B of the Final Commitments and the remaining sections of the Final 
commitments constitute obligations on the Notifying Party within the meaning of 
Article 6(2) of the Merge r Regulation . 
(279)  The full text of the Final Commitments is attached as an Annex to this d ecision and 
forms an integral part of it.  
IX CONCLUSION  
(280)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments  and to declare it compatible with the 
internal market and with the functioning of the EEA Agreemen t, subject to full 
compliance with the conditions in Sections  B and in the Schedule of the 
commitments annexed to the present decision and with the obligations contained in 
the remaining  sections of the said commitments. This d ecision is adopted in 
application of Article 6(1)(b) in conjunction with Article 6(2) of the Merger 
Regulation  and Article 57 of the EEA Agreement . 
 
55 X APPROVAL OF THE SPA AMENDMENT S UBMITTED ON 27 OCTOBE R 
2016 PURSUANT TO PAR AGRAPH 5 OF THE COMM ITMENTS  
(281)  Paragraph 5 of the Final Commitments provides that the Transaction shall not be 
closed until Imerys and Alteo have ente red into an agreement, and that the 
Commission has approved the agreement, on (i) the provision of transitional 
services by Alteo Gardanne to the purchaser of the divested business and (ii) an 
option for the purchaser of the divested business to partially enter into the supply 
agreement between Alteo Gardanne and Alteo ARC with a view of ensuring 
adequate raw material supplies to the divested business (split of the supply 
agreement between Alteo Gardanne and the divested business ). 
(282)  On 27  October 2016, Imery s and Alteo entered into an agreement on the 
amendment of the agreements bringing about the Transaction concerning , among 
other elements,  the provision of transitional services and raw materials  by Alteo 
Gardanne to the purchaser of the divested business ( 'Amendment to the SPA').  
(283)  With respect to transitional  services  concerning, among others, back -office 
functions , Section (iii)(c) of the Amendment to the SPA provides that Alteo 
Gardanne shall provide the divested business transitional services 'similar to those 
already appended to the Alteo ARC SPA, relating to the Divestment Business, 
under the terms and conditions set forth therein applicable mutatis mutandis, 
subject to the following:  
(i) such transitional services  shall continue to be provisionally provided  for 
the entire Divestiture Period plus, upon the closing of the transfer of the 
Divestment Business, an additional period of […], which can be renewed 
once at the option of the Third Party Purchaser, starting from the closing of 
the transfer of the Divest ment Business, unless the Third Party Purchaser 
elects to terminate those services before that date;  
(ii) such transitional services shall be terminated by anticipation if the relevant 
services have been internalized by the Divestment Business before the 
expira tion of any of the periods referred to above'  
(284)  With respect to transitional sales agent services in particular, Section (iii)(d) of the 
Amendment to the SPA stipulates that Alteo Gardanne shall continue to act as a 
sales agent to the  divested  business 'up to a period of maximum […] thereafter, 
should no member of the old sales team accept to follow the Divestment Business 
(as per the Commitments). Should the members of the old sales team (at least […] 
in numbers) accept to follow the Divestment Business, the  transitional service 
agreement in respect of the sales forces will terminate within maximum […] from 
the transfer of the members of the old sales team to the Divestment Business' . 
(285)  With respect to R&D, Section (iii)(d) of the Amendment to the SPA stipulate s that 
'upon reasonable request of the Third Party Purchaser, Alteo Gardanne’s R&D 
department shall provide support services to the Third Party Purchaser for a 
period of up to […] (renewable once) after the closing of the transfer of the 
Divestment Busines s.' 
(286)  Concerning  the supply of raw materials by Alteo Gardanne to the divested 
business, Section (iii)(b) of the Amendment to SPA provides that '[t] he supply 
agreement for raw materials between Alteo Gardanne and Alteo ARC, covering 
both the La Bâthie plant and the Beyrède plant, as appended in agreed form to the 
Alteo ARC SPA, shall be split accordingly to ensure the supply of the relevant raw 
materials by Alteo Gardanne to the Divestment Business under the terms and 
conditions set forth therein applicable m utatis mutandis - - the Beneficiary [Alteo 
 
56 Holding] agrees that the Offeror [Imerys] is entitled to assign to the Third Party 
Purchaser the supply of raw materials to the Divestment Business - -' 
(287)  The Commission  considers  that the text of the Amendment to the SPA is in line 
with paragraph 5 of the Final Commitments. The Amendment to the SPA – which 
has been signed by a duly appointed representative of Alteo – provides Alteo 's 
agreement  to provide to the purchaser transitional services and raw materials as 
required  in paragraph 5 of the Commitments .  
(288)  Therefore, and in light of the information made available to it, the Commission 
confirms that the Amendment to the SPA fulfils the requirements set out in 
paragraph 5 of the Final Commitments.   
For the Commission  
 
 
(Signed)  
Phil HOGAN  
Member of the Commission
 
1  
Case M.8130 – Imerys / Alteo certain assets  
 
COMMITMENTS TO THE EUROPEAN  COMMISSION  
27 October 2016  
 
Pursuant to Articles 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger 
Regulation ”), Imerys S.A., incorporated under the laws of France, (“ Imerys ” 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 of the Target as described in the Form CO (Alteo ARC and Alufin) (the 
“Transaction ”) compatible with 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 Transaction 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 139/2004 and 
under Commission Regulation (EC) No 80 2/2004 (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 Imerys and/or by the ultimate parents of 
Imerys, 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 the control of concentrations between undertaki ngs (the 
“Consolidated Jurisdictional Notice ”) 
[…]; 
Alteo Gardanne : A subsidiary of Alteo Holding (the Seller in the Transaction), constituting 
its headquarters.  
[…] 
[…]  
Assets: the assets that contribute to the current operation or are necessary to ensur e the 
viability and competitiveness of the Divestment Business as indicated in Section B, 
paragraph  6(a) and 6(b), and described more in detail in the Schedule.   
Closing : the transfer of the legal title to the Divestment Business to the Purchaser.  
Closing Period : the period of 3 months from the approval of the Purchaser and the terms of 
sale by the Commission.   
 
2 Confidential Information : any business secrets, know -how, commercial information, or any 
other information of a proprietary nature that is not in t he 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 as defined in Section B and in the Schedule which I merys 
commits to divest.  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by Imerys and who has/have received from Imerys the exclusive 
Trustee Mandate to sell the Divestment Business to a Pur chaser at no minimum price.  
Effective Date : the date of adoption of the Decision.  
First Divestiture Period:  the period of […] months from the Effective Date.  
Hold Separate Manager : the person appointed by Imerys for the Divestment Business to 
manage the day-to-day business under the supervision of the Monitoring Trustee.  
Imerys : Imerys S.A., incorporated under the laws of France, with its registered office at 
154, rue de l’Université, 75007 Paris, and registered with the RCS at Paris under number 
562 008 151.  
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.  
La Bathie: Alteo’s manufacturing sites producing WFA, bubble alumina, [ …]. 
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by Imerys, and who has/have the duty to monitor Imerys’ 
compliance with the conditions and obligations attached to the Decision.  
Personnel : all staff currently employed by the Divestment Business as 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.  
Purchaser Criteria : the crit eria laid down in paragraph  15 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
Sale and Purchase Agreement : a final b inding sale and purchase agreement for the sale of 
the Divestment Business […].  
Schedule : the schedule to these Commitments describing more in detail the Divestment 
Business.  
Transaction:  the Notified Transaction under case M.8130 Imerys/Alteo certain asse ts. 
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.   
Trustee Divestiture Period : the period of […] months from the end of the First Divestiture 
Period.   
WFA Business : Alteo’s business in WFA and Bubble alumina, subject to divestiture.  
 
3 SECTION B.  THE COMMITMENT TO DIVEST AND THE DIVESTMENT 
BUSINESS  
Commitment to divest  
2. In order to maintain effective competition, Imerys commits to divest, or procure the 
divestiture of the Divestment Business by the end of the Trust ee Divestiture Period as a going 
concern to a purchaser and on terms of sale approved by the Commission in accordance with 
the procedure described in paragraph 16 of these Commitments. To carry out the divestiture, 
Imerys commits to find a purchaser and to enter into a Sale and Purchase Agreement for the 
sale of the Divestment Business within the First Divestiture Period.  If, at the end of the First 
Divestiture Perio d, Imerys has not entered into such an agreement, Imerys shall grant the 
Divestiture Trustee an exclusive mandate to sell the Divestment Business in accordance with 
the procedure described in paragraph 28 in the Trustee Divestiture Period.  
3. Imerys shall be deemed to have complied with this commitment if:  
(a) by the end of the Trustee Divestiture Period, Imerys or the Divestiture Trustee have 
entered into a Sale and P urchase 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  16 and  
(b) 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 of the Commitments, Imerys shall, for a period of 10 
years after Closi ng, 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 
part of the Divestment Business, unless, following the submission of a reasoned reque st from 
Imerys showing good cause and accompanied by a report from the Monitoring Trustee (as 
provided in paragraph 42 of these Commitments), the Commission finds t hat 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 Transaction compatible with the internal market.  
5. Imerys commits not to close the Transaction until : 
(a) Imerys has submitted a copy of the executed agreement between Imerys and Alteo 
Gardanne - which inter alia stipulates the provision of transitional services by Alteo 
Gardanne to the Divestment Business […]  
(b)  the Commission has approved such agreem ent. 
Structure and definition of the Divestment Business  
6. The Divestment Business consists of Alteo’s WFA Business […]. The legal and functional 
structure of the Divestment Business as operated to date is described in the Schedule.  The 
Divestment Business includes all assets and staff that contribute to the current operation or are 
necessary to ensure the viability and competitiveness of the Divestment Business, in 
particular:  
(a) all tangible and intangible assets (including intell ectual property rights) pertaining to 
Alteo’s WFA (including bubble alumina) business […];  
 
4 (b) all licences, permits and authorisations issued by any governmental organisation for the 
benefit of the Divestment Business;  
(c) all contracts, leases, commitm ents and customer orders of the Divestment Business;  
(d) all customer, credit and other records of the Divestment Business; and  
(e) the Personnel.  
 
SECTION C.   RELATED COMMITMENTS  
Preservation of viability, marketability and competitiveness  
7. From the Effective Date until Closing, Imerys 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 ri sk of loss 
of competitive potential of the Divestment Business. In particular, Imerys 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 m ight alter the 
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 Busi ness, 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), to encourage all 
Key Personnel  to remain with the Divestment Business, and not to solicit or move any 
Personnel to Imerys’ remaining business. Where, nevertheless, individual members of 
the Key Personnel exceptionally leave the Divestment Business, Imerys shall provide a 
reasoned propo sal to replace the person or persons concerned to the Commission and 
the Monitoring Trustee. Imerys 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 Ke y Personnel. The replacement shall take place under the supervision 
of the Monitoring Trustee, who shall report to the Commission.  
Hold -separate obligations  
8. Imerys commits, from the Effective Date until Closing, to keep the Divestment Business 
separate fr om the businesses that it is retaining, and to ensure that unless explicitly permitted 
under these Commitments: (a) management and staff of the businesses retained by Imerys 
have no involvement in the Divestment Business; (b) the Key Personnel and Personne l of the 
Divestment Business have no involvement in any business retained by Imerys and do not 
report to any individual outside the Divestment Business.  
9. Until Closing, Imerys shall assist the Monitoring Trustee in ensuring that the Divestment 
Business is m anaged as a distinct and saleable entity separate from the businesses which 
Imerys is retaining. Immediately after the adoption of the Decision, Imerys shall appoint a 
Hold Separate Manager. The Hold Separate Manager, who shall be part of the Key Personnel , 
shall manage the Divestment Business independently and in the best interest of the business 
 
5 with a view to ensuring its continued economic viability, marketability and competitiveness 
and its independence from the businesses retained by Imerys . The Hold Separate Manager 
shall closely cooperate with and report to the Monitoring Trustee and, if applicable, the 
Divestiture Trustee. Any replacement of the Hold Separate Manager shall  be subject to the 
procedure laid down in paragraph 6(c) of these Commitments. The Commission may, after 
having heard Imerys, require Imerys to replace the Hold Separate Manager.  
Ring -fencing  
10. Imerys 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 Information obtained by Imerys before the Effective 
Date will be eliminated  and not be used by Imerys. This includes measures vis -à-vis Imerys’ 
appointees on the supervisory board and/or board of directors of the Divestment 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. Imerys may obtain or keep information relating to the Divestment 
Business which is reasonably necessary for the divestiture of the Divestment B usiness, the 
disclosure of which to Imerys is required by law.  
Non-solicitation clause  
11. Imerys undertakes, subject to customary limitations, not to solicit, and to procure that 
Affiliated Undertakings do not solicit, the Key Personnel transferred with the D ivestment 
Business for a period of […] after Closing.   
Due diligence  
12. In order to enable potential purchasers to carry out a reasonable due diligence of the 
Divestment Business, Imerys 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  
13. Imerys shall submit written reports in English on potential 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). Imerys 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.  
14. Imerys 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.  
 
6 SECTION D.  THE PURCHASER  
15. In order to be approved by the Commission, th e Purchaser must fulfil the following criteria:  
(a) The Purchaser shall be independent of and unconnected to Imerys and its Affiliated 
Undertakings (this being assessed having regard to the situation following the 
divestiture).  
(b) The Purchaser shall have the financial resources, ability to secure sufficient 
international coverage in terms of sales network, proven expertise in the industry of 
fused alumina for non metallurgical applications (i.e. refractory and abrasive 
applications ) or in market segments closely related to fused alumina for non 
metallurgical applications (e.g. a presence in the upstream market for calcined alumina 
or in the neighbouring market of fused alumina for metallurgical applications), and 
incentive to mainta in and develop the Divestment Business as a viable and active 
competitive force in competition with Imerys 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 nor 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 
Business.  
16. The 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 Imerys 
has reached an agreement with a purchaser, 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. Imerys must be able to demonstrate to the Commissio n that the 
purchaser fulfils the Purchaser Criteria and that the Divestment Business is being sold in a 
manner consistent with the Commission’s Decision and the Commitments. For the approval, 
the Commission shall verify that the purchaser fulfils the Purch aser Criteria 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 with out one 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  
17. Imerys shall appoint a Monitoring Trustee to carry out the functions specified in these 
Commitments for a Monitoring Trustee. Imerys commits not to close t he Transaction before 
the appointment of a Monitoring Trustee.  
18. If Imerys has not entered into a 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 purch aser proposed by Imerys at that time or thereafter, Imerys shall appoint a 
Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect upon the 
commencement of the Trustee Divestiture Period.  
 
7 19. The Trustee shall:  
(a) at the time of appoint ment, be independent of Imerys and its Affiliated Undertakings;  
(b) possess the necessary qualifications to carry out its mandate, for example have 
sufficient relevant experience as an investment banker or consultant or auditor; and  
(c) neither have nor become e xposed to a Conflict of Interest.  
20. The Trustee shall be remunerated by Imerys 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 p remium 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 Divestiture Period.  
Proposal by Imerys  
21. No later than two weeks after the Effective Date, Imerys sha ll submit the names of one or 
more natural or legal persons whom Imerys 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, Im erys shall submit a list of one or more persons 
whom Imerys propose to appoint as Divestiture Trustee to the Commission for approval. The 
proposal shall contain sufficient information for the Commission to verify that the person or 
persons proposed as Trus tee fulfil the requirements set out in paragraph 19 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.  
 Approval or rejection by the Commission  
22. 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, Imerys shall appoint or cause to be 
appointed the person or persons concerned as Trustee, in accor dance with the mandate 
approved by the Commission. If more than one name is approved, Imerys shall be free to 
choose the Trustee to be appointed from 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 Imerys  
23. If all the proposed Trustees are rejected, Imerys shall submit the names of at least two more 
natural or legal persons within one week of being informed of the rejection, in ac cordance 
with paragraphs 17 and 22 of these Commitments.  
 
8  Trustee nominated by the Commission  
24. If all further proposed Trustees are rejected by the Commission, the Commission shall 
nominate a Trustee, whom Imerys  shall appoint, or cause to be appointed, in accordance with 
a trustee mandate approved by the Commission.  
 
II. Functions of the Trustee  
25. The Trustee shall assume its specified duties and obligations in order to ensure compliance 
with the Commitments. The Commission may, on its own initiative or at the request of the 
Trustee or Imerys, 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  
26. The Monitoring Trustee shall:  
(a) propose in its first report to the Commission a detailed work plan de scribing how it 
intends to monitor compliance with the obligations and conditions attached to the 
Decision.  
(b) oversee, in close co -operation with the Hold Separate Manager, the on -going 
management of the Divestment Business with a view to ensuring its conti nued 
economic viability, marketability and competitiveness and monitor compliance by 
Imerys with the conditions and obligations attached to the Decision. To that end the 
Monitoring Trustee shall:  
(i) monitor the preservation of the economic viability, mar ketability and 
competitiveness of the Divestment Business, and the keeping separate of the 
Divestment Business from the businesses retained by Imerys, in accordance with 
paragraphs 7 and 8 of these Commitments;  
(ii) supervise the management of the Divestment Business as a distinct and saleable 
entity, in accordance with paragraph 9 of these Commitments;  
(iii) with respect to Confidential Information:  
- determine all necessary measures to ensure that Imerys does not after the 
Effective Date obtain any Confidential Information relating to the 
Divestment Business;  
- in particular strive for the severing of the Divestment 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 Imerys before the Effective Date is eliminated and 
will not be used by Imerys;  
- decide whether such information may be disclosed to or k ept by Imerys as 
the disclosure is reasonably necessary to allow Imerys to carry out the 
divestiture or as the disclosure is required by law; and  
 
9 - monitor the splitting of assets and the allocation of Personnel between the 
Divestment Business and Imerys or its Affiliated Undertakings;  
(c) propose to Imerys such measures as the Monitoring Trustee considers necessary to 
ensure Imerys’ compliance with the conditions and obligations attached to the Decision, 
in particular the maintenance of the full economic viabil ity, marketability or 
competitiveness of the Divestment Business, the holding separate of the Divestment 
Business and the non -disclosure of competitively sensitive information;  
(d) review and assess potential purchasers as well as the progress of the divestitu re process 
and verify that, dependent on the stage of the divestiture process:  
(i) 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 memorandum and the due diligence 
process, and  
(ii) potential purchasers are granted reasonable access to the Personnel;  
(e) act as a contact point for any requests by third parties, in particular potential purchasers, 
in relati on to the Commitments;  
(f) provide to the Commission, sending Imerys 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 
allocation 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;  
(g) promptly report in writing to the Commission, sending Imerys a non -confidential copy 
at the same time, if it concludes on reasonable grounds that Imerys is failing to comply 
with these Commitments;  
(h) within one week after receipt of the documented proposal referred to in parag raph 16 of 
these Commitments, submit to the Commission, sending Imerys a non -confidential copy 
at the same time, a reasoned opinion as to the suitability and independ ence 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 particular, if relevant, wh ether 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;  
(i) assume the other functions assigned to the Monitorin g Trustee under the conditions and 
obligations attached to the Decision.  
27. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each other during 
and for the purpose of the preparation of the Trustee Divestiture Period in order to facilitate 
each other’s tasks.  
 
10  Duties and obligations of the Divestiture Trustee  
28. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum p rice 
the Divestment Business to a purchaser, provided that the C ommission has approved both 
(i) the purchaser and (ii) the Sale and Purchase Agreement (and ancillary agreements) as in 
line with the Commission’s Decision and the Commitments in accordance wi th paragraphs 15 
and 16 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 part icular, 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 inter ests of Imerys, subject to 
Imerys’ unconditional obligation to divest at no minimum price in the Trustee Divestiture 
Period.  
29. 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 t o Imerys.  
 
III. Duties and obligations of Imerys  
30. Imerys shall provide and shall cause their advisors to provide the Trustee with all such co -
operation, assistance and information as the Trustee may reasonably require to perform its 
tasks. The Trustee shall have full and complete access to any of Imerys’ or the Divestment 
Business’ books, records, documents, management or other personnel, facilities, sites and 
technical information necessary for fulfilling its duties under the Commitments and Imerys 
and the D ivestment Business shall provide the Trustee upon request with copies of any 
document. Imerys and the Divestment Business shall make available to the Trustee one or 
more offices on their premises and shall be available for meetings in order to provide the 
Trustee with all information necessary for the performance of its tasks.  
31. Imerys 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. Imerys shall provide and shall cause their 
advisors to provide the Monitoring Trustee, on request, with the inform ation 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. Imerys 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 
developments in the divestiture process.  
32. Imerys 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 actions and declarations which the Divestitu re 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 
 
11 Trustee, Imerys shall cause the documents required for effecting the s ale and the Closing to be 
duly executed.  
33. Imerys shall indemnify the Trustee and its employees and agents (each an “ Indemnified 
Party ”) and hold each Indemnified Party harmless against, and hereby agrees that an 
Indemnified Party shall have no liability to Imerys for, any liabilities arising out of the 
performance of the Trustee’s duties under the Commitments, except to the extent that such 
liabilities result from the wilful default, recklessness, gross negligence or bad faith of the 
Trustee, its employees, agents or advisors.  
34. At the expense of Imerys, the Trustee may appoint advisors (in particular for corporate 
finance or legal advice), subject to Imerys’ approval (this approval not to be unreasonably 
withheld or delayed) if the Trustee considers the appoin tment of such advisors necessary or 
appropriate for the performance of its duties and obligations under the Mandate, provided that 
any fees and other expenses incurred by the Trustee are reasonable. Should Imerys refuse to 
approve the advisors proposed by the Trustee the Commission may approve the appointment 
of such advisors instead, after having heard Imerys. Only the Trustee shall be entitled to issue 
instructions to the advisors. Paragraph 33 of these Commitments shall apply mutatis 
mutandis . In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who 
served Imerys during the Divestiture Period if the Divestiture Trustee considers this in the 
best interest of an expedient sale.  
35. Imerys agrees that the Commission may share Confidential Information proprietary to Imerys 
and the Divestment Business with the Trustee. The Trustee shall not disclose such 
information and the principles contained in Arti cle 17(1) and (2) of the Merger Regulation 
apply mutatis mutandis .  
36. Imerys agrees that the contact details of the Monitoring Trustee are published on the website 
of the Commission’s Directorate -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.  
37. For a period of ten years from the Effective Date the Commission may request all information 
from Imerys that is reasonably necessary to monitor the effective implementation of these 
Commitments.  
IV. Replacement, discharge and reappointment of the Trustee  
38. 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 Imerys , require Imerys to replace 
the Trustee; or  
(b) Imerys  may, with the prior approval of the Commission, replace the Trustee.  
39. If the Trustee is removed according to paragraph 38 of these Commitments, the Trustee may 
be required to continue in its function until a new Trustee is in place to whom the Trustee has 
effected a full hand over of all relev ant information. The new Trustee shall be appointed in 
accordance with the procedure referred to in paragraphs 17 to 24 of these Commitments.  
40. Unless removed according to paragraph 38 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, 
 
12 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.  THE REVIEW CLAUSE  
41. The Co mmission may extend the time periods foreseen in the Commitments in response to a 
request from Imerys or, in appropriate cases, on its own initiative. Where Imerys requests an 
extension of a time period, it 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 Imerys. Only in exceptional circumstances shall Imerys 
be entitled to request an extension within the last month of any period.  
42. The Commission may further, in response to a reasoned request from Imerys 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 
Imerys. The request shall not have the effect of suspend ing 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 G.  ENTRY INTO FORCE  
43. The Commitments shall take effect upon the date of adoption of the Decis ion. 
 
_______________________________________  
duly authorised for and on behalf of Imerys S.A.  
 
  
 
13 SCHEDULE  
1. The Divestment Business as operated to date has the following legal and functional 
structure: it consists of Alteo’s white fused alumina business (including its bubble 
alumina business) (the “ WFA Business ”) […], located at La Bâthie, (together, the 
“Divestment Business ”.1 
 
2. […] 
 
3. The manufacturing of Alteo’s WFA Business […] is located in the plant La Bâthie, a 
production site which currently operates  Alteo’s entire production of those products. La 
Bâthie forms part of Alteo ARC, […]. Alteo ARC is incorporated under the laws of 
France, registered with the RCS of Aix -en-Provence under number 382 844 470 with its 
legal place of registration at Route de B iver, F -13120 Gardanne. […].  
 
4. La Bâthie is specialized in the production of white fused alumina and sub -segments 
thereof, including bubble alumina, […].  
 
5. La Bâthie is located at Usine de La Bâthie, F -73540 La Bâthie. […].  
 
6. There are […] employees working  in the La Bathie plant, […].  
 
7. […]:  
[…] 
8. […]  
 
9. In accordance with paragraph 6 of these Commitments, the Divestment Business 
includes, but is not limited to:  
 
(a) All tangible assets associated to the Divestment Business, namely : 
 All tangible assets of Alteo’s WFA Business,  among which:  
o […];  
o [...]; 
o […];  
                                                 
1  The corporate structure under which the Divestiture of the Divestment Business will take place has not 
been decided yet. The divestiture may also oc cur via the Divestment of Alteo ARC and reverse carve -
out of the BFA Business. The retained option will be submitted to the Commission approval.  
 
14 o […];  
o […].  
 […]: 
o […];  
o […];  
o […].  
 
(b) all intangible assets associated to the Divestment Business, namely:  
 All intangible assets of Alteo’s WFA Business, among which : 
 
 Alteo’s know -how […];  
 
 All Intellectual Property Rights used in  conducting the WFA Business;  
 
o The brands associated to Alteo’s WFA Business, namely: […] , […], […] 
and […] ;  
 
o The patents associated to […], namely:  
 […]:  
 […]  
 […]  
 […]  
 […]  
 […]  
 […]  
 […]  
 […]  
 […]  
 […]  
 […]  
 
 […]  
 […]  
 […]  
 
15  […]  
 […]  
 […] 
 
o The goodwill attached to Alteo’s WFA Business.  
 
 […] 
 
o […];  
o […] 
 […]  
 […] 
 […] 
 […] 
 […] 
 […] 
 […]  
 […] 
 […] 
 […] 
 […]  
 […] 
o […] 
 Should additional IP exist which is currently used by other businesses included in 
the scope of the Transaction but outside the Divestment Business, and necessary 
for the functioning of the Divestment Business, such IP shall likewise be included 
by way of a free irrevocable license, granted to the Divestment Business for an 
indefinite period.   
 
(c) all licences, permits and authorisations currently used by Alteo’s WFA Business, 
[…] 
 [..] 
 
(d) all of Alteo’s contracts related to its WFA business […]  
 […]  



 
19  
10. Imerys commits not to close the Transaction until:  
 
(i) Imerys has submitted a copy of the executed agreement between Imerys and Alteo 
Gardanne […] and 
(ii)  the Commission has approved such agreement.  
 
11. […]