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, 21.4.2021  
C(2021 ) 2956 final  
PUBLIC VERSION  
 
Aurubis AG  
Hovestraße 50  
20539 Hamburg  
Germany  
 
TSR Recycling GmbH & Co. KG  
Brunnenstraße 138  
44536 Lünen  
Germany  
Subject : Case M. 10157  – Aurubis/TSR Recycling/JV  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 12 March 2021, the European Commission received notification of  a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Aurubis AG, 
(“Aurubis”, Germany) and TSR Recycling GmbH & Co. KG (“TSR”, Germany), 
intend to  acquire within the meaning of Article s 3(1)(b) and 3(4) of the Merger 
                                                 
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 (the ‘TFEU’) has introduced certain changes, such as the replacement 
of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU 
will be used throughout this decision.  
2  OJ L 1, 3.1.199 4, p. 3 (the ‘EEA Agreement’).  
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and 
other  confidential information. The 
omissions are shown thus […] . Where 
possible the information omitted has been 
replaced by ranges of figures or a general 
description.  
 
 
2 Regulation joint control of newly incorporated joint venture (“the JV”, Germany)  
(the ‘proposed transaction’) .3 Aurubis  and TSR are designated hereinafter as the 
'Notifying Parties'  and Aurubis, TSR and the JV as the  ‘Parties’.  
1. THE  PARTIE S  
(2) Aurubis is a vertically integrated worldwide provider of non -ferrous metals and one 
of the main copper producers in Europe. The core business of Aurubis is the 
production of copper cathodes from copper concentrates and copper scrap. 
Furthermore, Aurubis processes copper cathodes into wire rods and shapes.  
(3) TSR, belonging to Remondis SE & Co. KG (Germany), ultimately controlled by 
Rethmann SE & Co. KG (Germany),  is active in trading and processing secondary 
raw material (mainly scrap) for steel producers and the foundry industry. TS R 
collects, stores and processes metal, including ferrous and non -ferrous metal scrap, 
and to a limited extent electronic scrap. Moreover, TSR offers waste disposal 
services and environmental services.  
(4) The JV is intended to be active in cable scrap recycli ng. The Notifying Parties plan 
to pool their own cable dismantling facilities at Fehrbellin (Aurubis’ subsidiary 
CABLO Metall Recycling & Handel GmbH, “ Cablo ”) and Gelsenkirchen (TSR). 
The JV’s output will be copper scrap no. 1 (used for direct melt), copp er scrap no. 2 
and copper scrap used for smelting and refining (“CSSR”), as well as aluminium 
granules and marginal quantities of lead and cast iron chips. The cable processing 
plant in Fehrbellin has a capacity of […]t/a cable scrap and the plant in 
Gelse nkirchen has a capacity of […]t/a cable scrap in total, this is to say […]t/a 
regarding Line 1 and […]t/a regarding Line 2 , a new production line which will 
extend capacity  as from  2022 . From the cables, the JV will extract approx imately  
[…]t/a copper gran ules with different qualities.4 
i. TSR will provide approximately […]t/a ([…]%) of the JV’s total inputs of 
[…]t/a in cables scrap. TSR will continue to provide […]% of the scrap 
copper cable to the plan t in Gelsenkirchen and TSR’s overall supplies will 
represent approximately […]% of the JV’s total input volumes . TSR will 
increase its supplies to the plant in Fehrbellin  from […]% in 2019  to […]% 
of the JV’s copper cable scrap input , whereas third parties will supply [90-
100]% of aluminium cable scrap .  
ii. Aurubis will purchase approximately […]% of the JV’s output volume in 
2021 ; notably  Aurubis will buy […]% of copper scrap no.2 and CSSR , the 
other output materials will be mainly sold to third parties.  Copper scrap no.2 
and CSSR are currently mainly produced in Fehrbellin. […], Aurubis will 
purchase approximately […]% of the JV’s total output.5  
                                                 
3  Publication in the Official Journal of the European Union No C 93 , 19.3.2021, p. 36.  
4  Form CO, paragraphs 19 and 29.  
5  Form CO, paragraph 84.  
 
 
3 2. THE  CONCE NTRATION  
(5) The joint venture agreement (“JVA”) was executed on 13 November 2020.  
2.1. Joint control  
(6) Under the JVA, Aurubis holds [40-50]%  and TSR [60-70]% of the shares in the JV. 
As a rule, shareholders’ resolutions are passed with a majority of more than […]%. 
However, the shareholders’ meeting shall pass resolutions [….] on a number of 
strategic decisions,6 which gives Aurubis de  facto veto rights on strategic decisions 
on business policy and decisions on budget, the business plan, major investments as 
well as the appointment of senior management.7 The Notifying Parties will therefore 
jointly control the JV.  
2.2. Full-Functionality  
(7) The JV will be responsible for day -to-day operations , with a dedicated management, 
and will be autonomous in operational respect. The parents will transfer their own 
plants for dismantling and processing cable scrap in Fehrbellin, Cablo  and in 
Gelsenkirchen ( owned by TSR) , including staff,  to the JV. Moreover, the JV will be 
equipped with equity (EUR  […] million) and will receive shareholder loans from 
Aurubis and TSR (EUR […] million), as well as loans from banks, as specified in 
the JVA.8 Therefore the  JV wi ll have access to sufficient resources including 
finance, staff, and assets (tangible and intangible) to conduct the business activities 
of the two plants.9  
(8) The JV will buy inputs from and sell to its parents, but it will nonetheless have an 
active role on the market and will be economically autonomous from an operational 
point of view.10  
(9) With regard to the proportion of sales made to its parents (compared with the total 
production of the JV), the JV will not exclusively depend on its parents. The JV will  
have business relations with third parties for at least  […]% of its sales11 (Aurubis 
will purchase approx.  […]% of the JV’s total output in 2021, and approx. […]% as 
of 2022) .  
(10) Even if sales to one of the parent companies will be […], this does not remove the 
full-functional character of the JV, since those sales will be commercial in character 
and done on an arm’s length basis  (commercial terms will be based on standard 
market terms and therefore on arm’s length; contracts will be based on market 
                                                 
6  Adoption and binding declaration of the business plan including the budge t; appropriation of the 
company’s profit, collection of payments on the capital contributions assumed by the shareholders; 
adoption of resolutions in the appointment and dismissal of managing directors as well as on their 
discharge; acquisition or disposal  of assets with a market value exceeding EUR […]; and business policies 
and strategy of the company as well as any changes in this respect.  
7  Form CO, paragraphs 71 et seq.  
8  Reply to request for information 3 of 21 April 2021. See also Annex 3.1.3 to th e Form CO in Sections 6.2. 
and 6.3.  
9  Form CO, paragraph 80.  
10  Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 on the 
control of concentrations between undertakings (“ CJN ”), OJ C 95, 16.4.2008, p. 1 -48, paragraph 9 8. 
11  Form CO, paragraph 83.  
 
 
4 standards  e.g., LME copper price, treatment and refining charges, quality and 
penalties for impurities, deliveries etc.; the contracts’ duration will be […] years and 
will subsequently be re -negotiated; and the JV’s supply and sales will be in 
competition to other market participants).12 The purchase of inputs from its parent 
companies will also be done under normal commercial conditions. TSR will supply 
the plant in Gelsenkirchen with input materials, primarily copper cable scrap at 
market -standard terms and on an a rm’s-length basis. The plant in Fehrbellin will 
continue purchasing copper cable scrap and aluminium cable scrap from third parties  
(which will account for approximately […]% of its inputs) , in addition to receiving 
supplies from TSR .13 The JV will therefore be fully functional.  
2.3. Conclusion  
(11) Therefore, the Commission concludes the proposed transaction  constitutes a 
concentration within the meaning of the Merger Regulation since the JV will 
perform on a lasting basis all the functions of an  autonomous economic entity . 
3. UNION  DIME NSION  
(12) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 million  (TSR (Rethmann Group): EUR […] million; Aurubis: 
EUR […] million) .14 Each of them has a  Union -wide turnover in excess of EUR 250 
million  (TSR (Rethmann Group): […] EUR million; Aurubis: EUR […] million) , 
and they do not achieve more than two -thirds of their aggregate U nion-wide turnover 
within one and the same Member State. The proposed transaction  therefore has  a 
Union dimension  within the meaning of Article 1(2) of the Merger Regulation .  
4. MARKE T DE FINITION  
(13) The area of recycling ferrous and non -ferrous metals involves various activities 
including the collection of scrap, its trade and its processing for further supply 
downstream to smelters and refiners.  
(14) The proposed transaction mainly involves the area of copper scrap recycling from 
end-of-life cables from used electronic devices, appliances, buildings and vehicles .  
(15) At the top of  the value chain, scrap collectors , like TSR , and traders (intermediaries 
not involved in collection nor recycling)  collect , process  and trade cables (primarily 
end-of-life cables but also some industrial scrap) for dismantling.  
(16) At the intermediary level, c able dismantlers , like  the JV,  remove the plastic coating 
of these end-of-life cables (which is reused or discarded as waste) and process and 
recuperate copper scrap in the form of granules.  
(17) Downstream, smelters  and refiners  of copper scrap, like Aurubis, source  the copper 
granules from dismantlers to produce pure copper in the form of cathodes.  Unlike 
                                                 
12  Form CO, Section 3.  
13  Form CO, paragraph 82.  
14  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
 
5 other copper scrap where trade takes place directly between collectors/traders 
upstream and smelters downstream, copper cables require the intermediary step in 
which dismantlers remove the plastic.  “Dismantling” is different from “processing” 
for the purpose of this decision: dismantling des cribes  the removal of plastic from 
cables, whereas processing  describes less technically complex treatment of all types  
of scrap, such as sor ting and shredding . 
(18) On the demand side, Aurubis’ market share for copper scrap exceeds 30% in the 
markets for copper scrap no.2 and CSSR  in the EEA , which leads to  two vertically 
affected market s as the JV will be active in the upstream market for copper cable 
dismantling.  
(19) On the basis of these considerations, the Commission  will analyse the following four 
markets: the market for the collection  and processing of copper scrap, the market for 
copper  cable dismantling and  the markets for  the demand for copper scrap no.2 and 
CSSR  respectively . 
4.1. Market for the collection  and processing of metal scrap  
(20) Scrap metal is provided by various companies, including large industrial companies, 
scrap metal suppliers , commercial firms, local authorities and private customers. 
Suppliers store their scrap metals, production residue and faulty batches and then 
have it recuperated by collecting companies, such as TSR, processed (sorted  and 
shredded ) and sold directly to r efiners and smelters, or – in the case of cables – 
transported to dismantling facilities who remove the plastic components and sell the 
metal components of the cables to smelters and refiners.   
4.1.1.  Product market  
4.1.1.1.  The Commission’s decisional practice  
(21) The Commi ssion has in the past identified a market for trade in metal scrap, which it 
has divided into a separate market for trade in (i) ferrous scrap and a separate market 
for trade in (ii) non -ferrous scrap.15 Within the market for non -ferrous scrap, t he 
Commissi on also considered potential sub -segments for trade in (a) aluminium 
scrap, (b) copper scrap and (c) zinc scrap , but left this open in most cases,16 also 
noting that suppliers are flexible in collecting and trading different types of metal 
scrap.17  
(22) In previous decisions, the Commission considered whether, within the overall 
market for trade in metal scrap, the market segment for collecting and processing 
constitutes a separate market or whether the collection, processing and trade of 
processed metal bel ong to one single market, but ultimately left the question open.18  
                                                 
15  See e.g. COMP/ M.5714 – Scholz/Scholz Austria/Kovosrot, paragraph 8, COMP/M.4469 – 
Scholz/Voestalpine/Scholz Austria, paragraphs 10, COMP/ECSC.1358 – Scholz/Alba/Elsa.  
16  See e.g. COMP/M.5714 – Scholz/Scholz Austria/Kovosrot, paragraph 8; COMP/M.4469 – 
Scholz/Voestalpine/Scholz Austria, paragraph 13.  
17  COMP/M.4469 – Scholz/Voestalpine/S cholz Austria, paragraph 13.  
18  COMP/M.5714 – Scholz/Scholz Austria/Kovosrot, paragraph 9, COMP/M.4495 – Alfa 
ACCIAI/Cronimet/Remondis/ TSR Group, paragraphs 16 et seq.  
 
 
6 4.1.1.2.  The Notifying Parties’ view  
(23) The Notifying Parties consider the market for copper scrap to include all trading 
activities in copper scrap on the supply and demand side.19  
4.1.1.3.  The Commission’s as sessment  
(24) First, a s to the question whether a distinction between different types of metals is 
warranted, a majority of respondents in the market  investigation  agree d with the 
Commission’s practice to distinguish the market segment for collecting ,  processi ng 
and trading ferrous  scrap from the market segment for collecting and processing and 
trading non-ferrous  scrap.20 Respondents explained that different recycling 
technologies such as shredding and separating machines  are needed in ferrous and 
non-ferrous s crap recycling respectively. There are also  differences in the 
importance of logistic costs and the networks necessary to conduct business . 
Moreover,  customer groups  and market dynamics  are different. For instance, i n 
ferrous scrap markets , price -setting  mechanisms are driven by supply and demand of 
steel companies , while prices  for non -ferrous scrap are set by the London Metal 
Exchange  (LME ).21 Therefore, for the purposes of this decision, a distinction should 
be made  between the markets for collecting , processing and trading ferrous scrap 
from the market segment for collecting , processing and trading non-ferrous scrap.  
(25) Second, w ithin non -ferrous scrap, a majority of respondents who gave their views on 
whether the market for the collection , processing and trading of non -ferrous scrap 
should be further sub -segmented,  argued for a further sub -segmentation between 
copper and aluminium .22 Those who explained their view argued that  customers and 
consumers are different . One respondent also noted that “ copper scrap  is mainly 
used in the limited application at downstream market more than aluminum. A market 
of aluminum downstream has more wide application .”23 According to another 
respondent, “ different product know -how and different networks/access to customers 
is required. In addition, even though many traders trade all types of scrap, the 
"specialists" (e.g. only aluminium) often trade the largest volumes which is an 
indication for the segmentation .”24 This indicates that different types of non -ferrous 
scrap might  constitute separate markets in the market for collection , processing  and 
trading . 
(26) Third, a s to the question whether a further distinction applies between the activities 
of collecting  and processing on the one hand and trading on the other hand , a 
majority  of respondents supports a broad market definition  with respect to metal 
recycling in general .25 According to a respondent, “ collecting and processing always 
includes trading of metals (the regained granules through recycling have to be 
                                                 
19  Form CO, paragraph 138.  
20  Replies to question 4 of the eQuestionnaire.  
21  Replies t o question 4.1 of the eQuestionnaire.  
22  Replies to question 4.1 of the eQuestionnaire.  
23  Replies to question 4.1 of the eQuestionnaire.  
24  Replies to question 6.1 of the eQuestionnaire.  
25  Replies to question 5 of the eQuestionnaire.  
 
 
7 traded/sold) ”. Other respondents noted that many companies in the Union collect 
scrap, process and trade it within the same business unit.26  
(27) Fourth, the Commission also investigated whether a sub -segmentation for cables as 
opposed to other types of scrap might be warr anted for the purposes of this decision. 
However, none of the replies in the market investigation indicated that cables and 
other scrap constitute separate sub -segments of the market for collection, processing 
and trading of scrap .  
(28) For the purpose of this  decision, the Commission considers that the exact product 
market definition for the non -ferrous scrap market can be left open, as the proposed 
transaction does not raise serious doubts as to its compatibility with the internal 
market or the functioning of  the EEA Agreement under any plausible market 
definition  (as under wider market definitions both market shares and market power 
would be even lower) , whether the market is (i) sub -segmented by type of non -
ferrous scrap or (ii) sub -segmented by activity ( between collecting  and processing on 
the one hand and trading  on the other hand ). In conclusion, in line with the 
Commission’s precedents and the findings of the market investigation, for the 
purposes of this decision, the Commission will analyse the narro west plausible 
market which is the market  for the collection and processing of copper scrap . 
4.1.2.  Geographic market  
4.1.2.1.  The Commission’s decisional practice  
(29) The Commission found the market for trade in metal scrap  and its sub -segments  to 
be at least EEA -wide and po ssibly worldwide .27  
(30) As regards the geographic scope of the market for collecting and processing of metal 
scrap, the Commission indicated that the geographic dimension is smaller than that 
of the trad ing market. It left open whether the markets are national or regional, in 
particular with respect to collection activities, which  might only take place within a 
catchment radius (of approx imately  200 km) of each facility.28  
4.1.2.2.  The Notifying Parties’ view  
(31) The Notifying  Parties submit that the geographic market for the collection and 
processing of non -ferrous scrap (including sub  segments) is EEA-wide. The 
Notifying Parties submit that t he distances that the scrap is transported by the 
collecting and processing com panies depend on the location of the companies, the 
density of customers and collection points in the regional area, the transport 
connection, the means of transport and the availability of a suitable return freight. 
Moreover, the transport distances also depend on the weight and the composition of 
scrap. Depending on  market conditions and market reality, scrap is regularly also 
collected over distances of more than 200 -300 km. Moreover, the transport costs for 
                                                 
26  Replies to question 5.1 of the eQuestionnaire.  
27  See e.g. COMP/M.5714 – Scholz/Scholz Austria/Kovosrot, paragraph 11, COMP/ M.4781 –Norddeutsche  
Affinerie/Cumerio,  paragraphs  25  et  seq., COMP/M.6541 –Glencore/Xstrata, paragraphs 246 et seq., 
COMP/M.4469 –Scholz/ Voestalpine/Scholz Austria, paragraphs 14 and 15.  
28  COMP/M.5714 – Scholz/Scholz Austria/Kovosrot, paragraph 11, COMP/M.4469 – 
Scholz/Voestalpine/Scholz Austria, para. 15; COMP/ECSC.1358 – Scholz/Alba/Elsa.  
 
 
8 different distances do not differ significantl y from each other and scrap can be 
transported easily over long distance s.29  
4.1.2.3.  The Commission’s assessment  
(32) The market investigation was inconclusive whether  the market for collection  and 
processing  of copper scrap (including cables) should be defined as regi onal, national  
or EEA -wide.30 A majority of respondents in the market investigation replied that 
companies active in the collection of copper cables collect throughout Germany as 
well as other EEA Contracting Parties .31 Prices for copper cable scrap are broadly 
the same across at least Germany, with some minor differences reflecting transport 
costs.32 However, several replies indicated that collection usually takes place within 
a radius that grows and shrinks depending on the copper price. In fact, it appe ars that 
copper cables may be transported over shorter distances than other types of copper 
scrap, as a market participant explained: “ As copper cables consist of about 60% 
plastic waste it is not economical to transport them over large distances .”33  
(33) A maj ority of respondents also replied that they trade copper scrap , including cables , 
for dismantling in all of Germany as well as  in other European countries.34 Transport 
costs play an important role , which means that copper scrap and cables are 
transported ov er longer distances when the copper price is higher and shorter 
distances when the copper price is lower .35 
(34) In conclusion, in line with the Commission’s precedents and the findings of the 
market investigation, the geographic market definition can be left open, as the 
proposed t ransaction does not raise serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement under any plausible 
geographic market definition . No affect ed markets arise regardless of whether (i) the 
market for collection and processing of copper scrap is defined as regional  (within 
catchment areas of 200 km) , national or EEA -wide and whether (ii) the market for 
trade in copper scrap is defined as national , EEA -wide or worldwide.36 Given some 
concerns by market participants related to the market for collection of copper scrap, 
the Commission will analyse the market for collection and processing of copper 
scrap at regional, national and EEA -wide level.  
                                                 
29  Form CO, paragraph 129.  
30  Replies to question  9.1 of the eQuestionnaire. “ Smaller companies tend to buy more regionally. Larger 
and traditionally supra -regional companies (such as TSR, EMR, Nordschrott) are buying throughout 
Germany and abroad also .” “Collection of copper cables is a more regional/lo cal market whereas 
dismantling can be national or even international. Then larger the company then more international its 
sourcing of material will be. Depending on the type of cable and the supply and demand situation prices 
may vary internationally .”  
31  Replies to question 9 of the eQuestionnaire.  
32  Replies to question 11 of the eQuestionnaire.  
33  Reply to question 9.1 of the eQuestionnaire.  
34  Replies to question 12 of the eQuestionnaire.  
35  Replies to question 9.1 of the eQuestionnaire . “The higher th e price of scrap metal, the less transport 
costs matter, but generally transport costs are an important factor influencing the decision how far from 
the dismantling facility cables for dismantling are collected.”  
36  The proposed transaction does not lead t o affected markets if a separate market for trade  in copper scrap is 
considered (TSR’s market share is [0 -5]% at worldwide level, [0 -5]% EEA -wide and [5 -10] % in 
Germany, see Form CO table 8). Therefore this market will not be further discussed in this dec ision.   
 
 
9 4.2. Market  for copper cable dismantling  
(35) Cable dismantling plants receive end -of-life-cables from collectors and traders.  
(36) They then use various types of shredding and cutting systems in order to separate the 
different qualities of ferrous and non -ferrous metals from  the other cable materials 
(e.g. removing the outer layer of plastic and recovering the copper content, usually in 
the form of granules).  
(37) The recycled raw materials are purchased downstream by steelworks, smelters and 
foundries, or by metal scrap traders w ho, in turn, resell the inputs for further 
processing.  
4.2.1.  Product market  
4.2.1.1.  The Commission’s decisional practice  
(38) The Commission has not yet considered a separate market for copper cable 
dismantling.  
4.2.1.2.  The Notifying Parties’ view  
(39) The Notifying Parties consider that there is a separate market for copper cable 
dismantling, which is distinct from the market for CSSR, and distinct from 
aluminium cable dismantling. The Notifying Parties submit that cable dismantling 
requires special equipment and kno w-how. It is only after dismantling that cables 
can be recycled and provided for metallurgical processes further down the value 
chain. Therefore, not all market players active in the copper scrap market also buy 
copper cable scrap for dismantling, but only  cable dismantling companies.37  
4.2.1.3.  The Commission’s assessment  
(40) The market investigation supports the Notifying Parties ’ view  that the dismantling of 
copper cables constitutes a separate product market, distinct from the collection, 
processing and trading of other copper scrap.38 Some r espondent s explained that not 
every processor can dismantle copper cables, as dismantling requires special 
equipment and facilities.39 
(41) The results of the market investigation  also supported the Notifying Parties’ 
argument that copp er cable scrap for dismantling constitutes a separate market from  
CSSR . A  majority of respondents view these a s not interchangeable or 
substitutable .40 In the words of a respondent, “the scrap for dismantling requires a 
processing step (shredding/sorting) that the smelters typically do not have in -house ” 
and although c opper granules derived from copper cable scrap are the same material 
as can be derived from copper scrap other than cables,  “refiners typically do not buy 
cable scrap but only the dismantled g ranulates .”41 A few respondents also argued 
that market entry is relatively easy  in the market for  collection and processing of 
                                                 
37  Form CO, paragraph 146.  
38  Replies to question 8 of the eQuestionnaire.  
39  Replies to question 8.1 of the eQuestionnaire.  
40  Replies to question 7 of the eQuestionnaire.  
41  Replies to question 7.1 of the eQuestionnaire.  
 
 
10 scrap , but that more complex recycling steps (such as dismantling) make it more 
difficult to enter the market  for cable dismantli ng.42 
(42) The Commission considers that for the purposes of analysing the markets involved 
in cable recycling, a distinction between collection and processing on the one hand 
and dismantling on the other hand is warranted, as cable collectors collect and 
proces s all types of scrap and cable dismantlers are much more specialised and only 
dismantle cables, and in consequence, only some scrap collectors also offer cable 
dismantling, which translates into different competitive dynamics in these two 
markets.  
(43) Therefo re, in line with the Notifying Parties’ submission and the findings of the 
market investigation, for the purposes of this decision, the Commission will analyse 
the impact of the proposed transaction on a separate market for copper cable 
dismantling.  
4.2.2.  Geographic market  
4.2.2.1.   The Commission’s decisional practice  
(44) The Commission has not yet considered a separate market for copper cable 
dismantling.  
4.2.2.2.   The Notifying Parties’ view  
(45) The Notifying Parties consider the market for copper cable dismantling to be 
worldwi de, given that cable scrap can be transported over long distances due to the 
high value of metals contained in the cables, demonstrated by the high export 
volumes of copper cable scrap from the Union .43  
4.2.2.3.   The Commission’s assessment  
(46) In the market investigation, a majority of respondents replied that companies active 
in the dismantling of copper cables source copper cables at an at least national level, 
often also in other EEA contracting parties .44 
(47) The Commission’s investigation showed  that in recent years, copper cables were 
only collected and traded within the EEA, since Chin a and other South East Asian 
countries imposed an  import ban on different types of waste, including cables .45 
Before this import ban, exports of end -of-life cables , in particular  to China , were 
significant.  
                                                 
42  Replies to question 4 .1 of the eQuestionnaire. “ The market for the collection of scrap needs to be 
distinguished from the market for the processing of scrap. While market entry to the former is relatively 
easy and accordingly a lot of small and medium size players offer collec tion services, market entry to the 
latter is relatively difficult because processing (if it consists in more than mere manual sorting) requires 
equipment and thus capital, know -how, staff and access to purchasers of processed scraps. For this 
reason the su ppliers of processing services are often also active as collectors but not the other way 
around .” 
43  Form CO, paragraph 150.  
44  Replies to question 10 of the eQuestionnaire.  
45  Call with a market participant on 11 February 2021.  
 
 
11 (48) In conclusion, in line with the Notifying Parties’ submission and the findings of the 
market investigation, t he geographic market definition can be left open  between 
national and EEA -wide, as the proposed t ransaction does not raise serious doubts as 
to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible market definition . 
4.3. Market for copper scrap products  
4.3.1.  Product market  
4.3.1.1.  The Commission’s decisional practice  
(49) As for the demand -side of the market for copper scrap, the Commission found in 
Aurubis/Metallo Group Holding that a further segmentation of the market for copper 
scrap by purity grade is warranted. The Commission found distinct markets for (i) 
copper scrap for direct melt (copper scrap no.1), (ii) copper scrap no. 2, (iii) copper 
scrap for smelting and refining (“CSSR”) and (iv) e -scrap.  
(50) Copper scrap no.1 comprises scrap that is not used for the production of cathodes, 
but is melted directly into products fu rther down the copper value chain, such as 
copper rod and copper shapes. Its copper content is particularly high and it is 
generally more expensive and follows a different price setting formula.46  
(51) Copper scrap no. 2  is defined as scrap with copper content of 94% -96% and with 
little or no non -metallic impurities.47 
(52) CSSR  comprises different types of copper scrap materials, which are non -standard 
and require special metallurgical know -how and equipment to process, and therefore 
is highly differentiated in terms  of material composition and origin.48 
(53) E-scrap  is copper scrap from electronic equipment, consists mainly of printed circuit 
boards and is always low grade.49 The JV will not be active in e -scrap.  
4.3.1.2.  The Notifying Parties’ view  
(54) While they do not generally contest the Commission’s market definition practice, the 
Notifying Parties submit that their purchases of copper cable scrap do not form part 
of the purchasing side of the CSSR market, but constitute a separate market (see 
Secti on 4.2.1.2 ). 
4.3.1.3.   The Commission’s assessment  
(55) The findings of the market investigation were in line with  the findings of the 
Commission in Aurubis/Metall o Group Holding : a majority of respondents 
considered that copper scrap and copper concentrate are not substitutable  from a 
                                                 
46  COMP/ M.9409 – Aurubis/Metallo Group Holding, para. 159 et seq.  
47  COMP/ M.9409 – Aurubis/Metallo Group Holding, para. 166 et seq.  
48  COMP/ M.9409 – Aurubis/Metallo Group Holding, para. 159 et seq.  
49  COMP/ M.9409 – Aurubis/Metallo Group Holding, paras. 166 et seq. Since the JV will not be active in e -
scrap, no overlaps or vertical relationships arise from the proposed transaction. Therefore, this market will 
not be further discussed in this decision.  
 
 
12 demand -side point of view , or at least not completely interchangeable, as is the case 
for copper scrap no. 1 , copper scrap no.  2 and  CSSR.50  
(56) In line with the Commission’s precedents and the submission of the Notifying 
Parties, the Commission considers it appropriate to analyse the markets under the 
narrowest plausible product market definition, as the proposed transaction does not 
raise serious doubts as to its compatibility with the internal market or the functioning 
of the EEA Agreement under any plausible market definition  (as under wider market 
definitions both market shares and market power would be even lower) . The 
Commission will  therefore consider separately the markets for (i) copper scrap no.1, 
(ii) copper scrap no.2 and (iii) CSSR.  
4.3.2.  Geographic market  
4.3.2.1.  The Commission’s decisional practice  
(57) Specifically, the Commission found the markets for copper scrap no. 2 and CSSR to 
be EEA -wide.51 As for the market for copper scrap no.1, the Commission did not 
assess its geographic scope in Aurubis/Metallo Group Holding. In previous decisions 
which analysed a broader product market including all copper scrap, the 
Commission found such market f or copper scrap or secondary copper products to be 
at least EEA -wide and in some cases worldwide.52 
4.3.2.2.  The Notifying Parties’ view  
(58) In the opinion of the Notifying Parties the geographic scope of the market for copper 
scrap no.1 is worldwide.53 In the Notifying Parties’ view, the markets for copper 
scrap no. 2 and CSSR are worldwide due to the intensive international copper scrap 
trade.54  
4.3.2.3.   The Commission’s assessment  
(59) As for the buyers of copper scrap such as Aurubis, a majority of respondents buy 
copper scrap  (no.1, copper scrap no.2 and CSSR ) in the EEA or worldwide.55 From 
the point of view of Aurubis and its competitors, transport costs of copper scrap play 
a role  when the material is purchased outside the EEA . Although Aurubis and its 
competitors do not pay the  transport costs themselves, the relation between transport 
costs and metal price determine how far suppliers will transport the copper scrap, as 
some participants in the market investigation explained.56 
(60) In line with the Commission’s precedents and the sub mission of the Notifying 
Parties, the Commission considers it appropriate to analyse the markets under the 
narrowest plausible geographic market definition, as the proposed transaction does 
                                                 
50  Replies to question 7 of the eQuestionnaire.  
51  COMP/ M.9409 – Aurubis /Metallo Group Holding, paras. 250 et seq. and 333 et seq.  
52  See e.g. COMP/M.6541 – Glencore/Xstrata, paragraphs 246 et seq, COMP/M.4469 – 
Scholz/Voestalpine/Scholz Austria, paragraphs 14, 15.  
53  Form CO, paragraph 158.  
54  Form CO, paragraph 214.  
55  Repli es to question 13 of the eQuestionnaire.  
56  Replies to question 13.2 of the eQuestionnaire.  
 
 
13 not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement under any plausible market definition  (as under 
wider market definitions  both market shares and market power would be even 
lower) . In conclusi on, for the purposes of this decision, the relevant markets are the 
EEA-wide or worldwide market for demand for copper scrap no.1,57 and the EEA -
wide markets for copper scrap no.2 and CSSR.  
5. COMPE TITIVE ASSE SSME N T 
(61) The proposed t ransaction gives rise to two v ertically affected markets, as Aurubis’ 
market share as a purchaser in the downstream market for two types of copp er scrap 
exceeds [30-40]% in the EEA: [30-40]% with regard to copper scrap no. 2 and [30-
40]% with regard to CSSR. The upstream market is the market for copper cable  
dismantling, where the JV is active  with an expected market share at national level 
of [10-20]% and [0-5]% at EEA level .  
(62) A further vertical relationship resulting from the proposed creation of the JV can be 
found between the upstream market for the collection and processing of copper 
scrap, where TSR is active and the downstream market for copper cable dismantling, 
where the  JV will be active. In the market investigation, some participants voiced 
concerns that the Parties might foreclose access of copper scrap collectors to the 
cable dismantling facilities of the JV. Some cable dismantlers and scrap traders 
voiced concerns th at TSR might stop supplying them with cables.  
(63) However, this market is not technically affected, as TSR’s market share in the 
upstream market for collecting  and processing  copper scrap, TSR’s market share was 
[0-5]% EEA -wide, [5-10]% in Germany, [10-20]% in a 200 km radius around 
Fehrbellin and [5-10]% in a 200 km radius around Gelsenkirchen .58 In the 
downstream market, the JV’s expected market share will be [10-20]% in the German 
market and [0-5]% in an EEA -wide market. In light  of the concerns raised, the 
vertical relationships will nevertheless be discussed below.  
5.1. Legal test for the assessment of vertical effects  
(64) The legal test for the assessment of vertical effects is set out in the Merger 
Regulation . In addition, the Commission will base its assessment o n the principles 
set out in the Guidelines on the assessment of non -horizontal mergers (‘Non -
Horizontal Merger Guidelines’).59 
(65) A vertical merger may result in anti -competitive effects due to foreclosure. 
Foreclosure concerns a situation where actual or pote ntial rivals’ access to supplies 
                                                 
57  TSR’s market share on the supply side amounted to [0 -5]% worldwide and [0 -5]% EEA -wide in 2019. 
The JV’s market share on the supply side is expected to be [0 -5]% worldwide and [0 -5]% EEA -wide. On 
the demand side, Aurubis reached a market share of [0 -5]% worldwide and [0 -5]% EEA -wide in 2019. 
(Form CO, paragraph 208). Therefore, no affected markets arise for copper scrap no.1, so this market will 
not be further dis cussed in this decision.  
58  Response to RFI 2 of 9 April 2021.  
59  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (OJ C 265, 18.10.2008, p. 6)  
 
 
14 or markets is hampered or eliminated as a result of the vertical merger, thereby 
reducing these companies’ ability and/or incentive to compete.60 
(66) Two forms of foreclosure can be distinguished in a vertical relationship: input and 
customer foreclosure : 
(67) Input foreclosure  arises where, post -transaction, the new entity would be likely to 
restrict access to the products or services that it would have otherwise supplied to 
downstream competitors, 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 vertical merger.61 For input foreclosure to be a concern, the vertically 
integrated firm resulting from the merger must have a signi ficant degree of market 
power in the upstream market. Only in such a case can the merged firm be expected 
to have a significant influence on the conditions of competition in the upstream 
market and , in consequence,  potentially on prices and supply conditio ns in the 
downstream market.62 By reducing access to its own upstream products or services, 
the merged entity would only have the ability to forec lose downstream competitors if  
it could negatively affect the overall availability of inputs for the downstream  market 
in terms of price or quality. This might happen in case  the remaining upstream 
suppliers are less efficient, or lack the ability to expand output in response to the 
supply restriction, for example because they face capacity constraints .63  
(68) Customer foreclosure  may occur when a supplier integrates with an important 
customer in the downstream market. Because of this downstream presence, the 
integrated company may foreclose access to a sufficient customer base to its actual 
or potential rivals in the up stream market (the input market) and reduce their ability 
or incentive to compete. This in turn may raise downstream rivals’ costs as obtain ing 
supplies of the input under similar prices and conditions as absent the vertical 
merger  might become more diffic ult.64 For customer foreclosure to be a concern, the 
vertical merger must involve a company which  is an important customer with a 
significant degree of market power in the downstream market.  If, on the contrary, 
there is a sufficiently large customer base, at present or in the future, that is likely to 
turn to independent suppliers, the Commission is unlikely to raise competition 
concerns on that ground .65 
(69) The Non -Horizontal Merger Guidelines note that Commission is unlikely to find 
concern in non -horizontal mergers where the market share post -merger of the new 
entity in each of the markets concerned is below [30-40]% and the post -merger HHI 
is below 2 000.66  
5.2. The Notifying Parties’ view  
(70) The Notifying Parties submit that  no customer foreclosure or input foreclosure 
concerns arise as a result of the proposed transaction .  
                                                 
60  Non-Horizontal Merge r Guidelines, paragraph 29.   
61  Non-Horizontal Merger Guidelines, paragraph 31.  
62  Non-Horizontal Merger Guidelines, paragraph 35.   
63  Non-Horizontal Merger Guidelines, paragraph 37.  
64  Non-Horizontal Merger Guidelines, paragraph 58.  
65  Non-Horizontal Merger Guidelines, paragraph 61.   
66  Non-Horizontal Merger Guidelines, paragraph 25.   
 
 
15 (71) First, Aurubis and TSR have insignificant customer and supplier relationships and 
exchanges are limited to small quantities of mainly non -ferrous metals .67 
(72) Second, sufficient competitors who purchase copper cable scrap and recycle copper 
cable scrap remain active in the market . In Germany , these competitors include  
Zirec, KMR, Alba, Loacker, Lewandowski, Zimmer, Schrott -Bosch, MVM, Phönix, 
SK-Metals, MKV -Nordenham and Prossmann . In the EEA , examples include  KMT, 
SMK, GP -Eco, Gruba, Manera Silvio SRL, Nexans, Suez , Salzburger 
Metallverwertung  and Recytel .68  
(73) Third , the JV is no t an important provider of an essential input product for Aurubis. 
The JV will suppl y approximately […]% of all copper scrap sourced by Aurubis per 
year.69 Even under a further segmentation of the market for copper scrap, the JV as a 
supplier has a marginal position on all plausible segments (below […]%).70  
(74) Fourth , a sufficient number of suppliers remain active on the market from which 
copper processing companies can purchase copper scrap no. 1, copper scrap no. 2 
and CSSR.71 The Notifying Parties estimate that copper cable recyclers who will 
compete with the JV generally have spare capacit y, on average roughly 10 -20%. In 
addition to long -term contracts and thus have medium -term planning capability, a 
part of the existing capacities is reserved for spot business, so that copper cable 
dismantlers can promptly react to changes in the copper pr ice, also by introducing 
additional night and weekend shifts.72 
(75) Fifth, CSSR, copper scrap no. 2 and copper scrap no. 1 are recycled not only from 
copper cable scrap, but from various sources and types of copper scrap. This means 
that not only the JV, but al l cable dismantlers as suppliers of scrap are easily 
substitutable from the perspective of the demand side.73  
(76) Finally, scrap volumes, which need to be processed in the EEA, continue to rise and 
will further expand the involved markets in the upcoming years .74 
5.3. The Commission’s assessment  
5.3.1.  No customer foreclosure in relation to copper scrap no.2 and CSSR  
(77) The Commission considers that the Parties will not have the ability  or incentive  to 
foreclose access to customers of copper scrap no.2 and CSSR for other cable  
dismantlers , nor would a foreclosure strategy have a significant detrimental effect,  
for the following reasons:  
(78) First, although Aurubis is the largest buyer of copper scrap no.2 and CSS R in the 
EEA, its market shares in 2019 were [30-40]% for copper scrap  no.2 and [30-40]% 
                                                 
67  Form CO, paragraph 199.  
68  Form CO, paragraph 199.  
69  Form CO, paragraph 199.  
70  Form CO, paragraph 246.  
71  Form CO, paragraph 199.  
72  Response to req uest for information 1 of 29 March 2021.  
73  Form CO, paragraph 246.  
74  Form CO, paragraph 39.  
 
 
16 for CSSR. This leaves copper cable dismantlers the possibility to sell to Aurubis’ 
competitors which represent nearly [60-70]% of demand for copper scrap no.2 and 
nearly [60-70]% of demand for CSSR.  
(79) Second, c able dismantlers w ould have a number of different alternative customers  to 
which they could switch in case Aurubis stopped buying from them . Although the 
main competitors in the EEA are relatively small compared to Aurubis, each with 
market shares below 10% in terms of demand in the l ast three years, there is 
nevertheless a number of them with an appreciable  size. In addition, a number of 
these main competitors is active on the market:  Brixlegg, Boliden, KGHM and 
Atlantic Copper are the main buyers for copper scrap no.2 and Brixlegg, B oliden, 
KGHM are the main buyers for CSSR .  A large share of  demand for copper scrap 
no.2 and CSSR is accounted for by exports to non -EU countries .75 Moreover , the 
market investigation indicated that t here are sufficient  buyers of copper cable 
scrap.76 Therefore,  it is unlikely that  the Parties  would  have the ability  to foreclose 
access to customers for copper scrap no.2 and CSSR.  
(80) Third , Aurubis could not exclusively rely on the JV and TSR to source copper scrap, 
as the JV will only be able to provide […]% of Aurubis’ needs  ([…]% of its needs 
for copper scrap no.2 and […]% of its needs for CSSR) .77 Although scrap volumes 
might continue to rise, the  Parties  have no plans to expand the JV’s capacity in the 
coming years  apart from  the planned ramp -up of  Line 2 in Gelsenkirchen , a new 
production line which will result in extended capacity , but has already been included 
in the expected output of the JV . The JV will first aim at fully utilising  this new 
capacity in addition to the already existing capacities .78 Even once line 2 in 
Gelsenkirchen is in full operation , Aurubis will have to continue buying the vast 
majority of its copper scrap needs (ca. […]%) from other dismantlers, and the very 
small proportion of copper scrap that it will acquire from the JV will no t 
substantially alter its current market position vis a vis other cable dismantlers. 
Therefore, it is unlikely that the Parties would have the incentive  to foreclose access 
to customers for copper scrap no.2 and CSSR.  
(81) Fourth, a lso in the future, it is unli kely that the Parties would  have the incentive  to 
foreclose access to copper scrap no.2 and CSSR for Aurubis’ competitors, as it 
would require a significant investment in the JV’s capacity. The market investigation 
was inconclusive regarding the Notifying Parties’ claim that the involved markets 
are likely to grow in the coming years.79 Rather, the market investigation suggested 
that the market dynamics are uncertain. Some participants expect some growth in the 
short -term because higher availability of end -of-life cables and because of higher 
demand due to the electrification in several sectors, especially automotive. On the 
other hand, if China’s import restrictions are lifted, European sites will probably 
have lots of spare capacity. Also, supply will depen d on environmental regulations 
and demand may decrease due to alternative technologies available (e.g. glass fibre 
cables), and due to tighter requirements for plastic disposal. Some companies also 
                                                 
75  Annex 7 to the Form CO.  
76  Replies to question 16 of the eQuestionnaire : […], etc.  
77  Form CO, Table 21.  
78  Form CO, paragraph 21.  
79  Replies to question 21 of the eQuestionnaire .  
 
 
17 pointed out to large fluctuations in the market in the pas t.80 Against this background, 
an investment to significantly increase the JV’s capacity beyond the planned ramp -
up of Line 2 in Gelsenkirchen would appear to be unlikely . 
(82) Finally, even if the JV further increased its capacity in the future, any foreclosure 
attempt would incite other cable dismantlers to increase their capacity in order to 
offer dismantling services to the foreclosed market participants. The results of the 
market investigation indicate that barriers to entry in the market for the dismantling  
of copper scrap are relatively high, as cable dismantling requires special equipment, 
regulatory approvals, industrial know -how, experienced staff, and it takes more than 
one year to start operating.81 However, existing suppliers can expand their capacity 
more easily. In the market investigation, m ost companies expressed that currently 
excess capacity for copper cable dismantling in Europe  is available . Some 
respondents noted that capacity was initially insufficient when China stopped 
sourcin g cables  in 2018 , but that capacity has been adjusted by now.82 Moreover, in 
response to the import ban on end -of-life cables by China, new capacity has been 
built in the EEA as well (e.g. in Poland and the Benelux countries), according to a 
respondent in t he market investigation.83 This indicates that cable dismantlers are 
able to adjust capacity to changes in supply and demand. Therefore any customer 
foreclosure attempt by the JV would incite cable dismantlers to increase capacity in 
order to dismantle the cables collected by TSR’s competitors. Hence, it is unlikely 
that the Parties will have the ability  or incentive  to foreclose access to the JV as an 
expansion of capacity would incite competitors to react, leading to overall more 
available capacity which w ould be a procompetitive effect . 
5.3.2.  No input foreclosure in relation to copper scrap no.2 and CSSR  
(83) The Commission considers that the Parties will not have the ability or incentive to 
foreclose access to inputs of copper scrap no.2 and CSSR for other smelters and 
refiners , nor would a foreclosure strategy have a significant detrimental effect,  for 
the following reasons:  
(84) First, a s outlined in paragraph (67), for input foreclosure to be a concern, the 
vertically integrated firm resulting from the merger must have a significant degree of 
market power in the upstream market, which is not the case here. The JV’s market 
share in copper cable dismantling is expecte d to be at [0-5]% EEA -level and [10-
20]% in Germany. The Notifying Parties estimate the HHI for copper cable 
dismantling in the EEA to be [100-200] in the EEA and [300-400] in Germany.84 As 
the JV has no significant market power in the upstream market, alth ough Aurubis 
plans to buy […]% of the JV’s output of copper scrap no.2 and CSSR, Aurubis’ 
competitors would still have access to the JV’s competitors which represent [80-
90]% of the market for copper cable dismantling in Germany and [90-100]% in the 
EEA.  
                                                 
80  Replies to question 21 of the eQuestionnaire.  
81  Replies to question 18 and 18.1 of the eQuestionnaire.  
82  Replies to question 20 of the eQuestionnaire.  
83  Replies to question 18 of the eQuestionnaire.  
84  Response to request for information 2 of 9 April 2021.  
 
 
18 (85) Second, the results of the  market investigation indicated that t here are numerous 
companies active in the dismantling of copper cables , even for the narrowest 
plausible geographic market limited to  Germany ,85 from which Aurubis’ competitors 
could source. In  fact, only three competitors of Aurubis who replied to the market 
investigation currently source from the JV’s cable dismantling facilities, compared to 
eight who do not source from the JV.86 All competitors of Aurubis who replied to the 
market investigati on stated that they would still have sufficient supplies even in case 
Aurubis bought all output of copper scrap no.2 and CSSR produced by the JV.87 
Therefore, although Aurubis plans to buy […]% of the JV’s output of copper scrap 
no.2 and CSSR produced by th e JV, it is unlikely that the Parties would have the 
ability  to foreclose the access to copper scrap no.2 and CSSR for its competitors, as 
the JV has no significant degree of market power in the upstream market.  
(86) Third, is not planned  and unlikely that the JV further expand s its capacity in the 
future, see paragraph (81).  
(87) Fourth, even in this unlikely case, such an expansion of c apacity of the overall 
market would have a procompetitive effect , as explained in paragraph  (82).  
(88) Finally , the market investigation more over indicat ed that end -of-life cables only 
account for 30 -40% of all copper scrap, so that the majority of copper scrap supply 
would not be significantly affected by changes in the market for copper cables 
dismantling.88 Therefore, a foreclosure strategy by the JV would not be successful , 
as Aurubis’ competitors would be able to buy copper scrap no.2 and CSSR from 
other cable dismantlers as well as copper scrap suppliers other than cable 
dismantlers.   
5.3.3.  Conclusion on input and customer foreclosure in relation to copper scrap no.2 and 
CSSR  
(89) In view of the above, the Commission concludes that the proposed transaction does 
not raise serious doubts as to its compatibility with the internal market and the 
functioning of the EEA Agreement in re lation to the vertical link between the 
national or EEA -wide market for copper cable dismantling upstream and the EEA -
wide markets for copper scrap no.2 and CSSR downstream.  
5.3.4.  No customer  foreclosure in relation to copper cables dismantling  
(90) The Commission co nsiders that the Parties will not have the ability or incentive to 
foreclose access to customers of copper cables for dismantling, i.e. cable 
dismantlers, for TSR’s competitors  active in the collection and processing  of copper 
scrap , nor would a foreclosur e strategy have a significant detrimental effect, for the 
following reasons:  
(91) First, for customer foreclosure to be a concern, the company in the downstream 
market must have a significant degree of market power, as outlined in paragraph 
(68). This is not the case here, as the JV only has an [10-20]% market share at 
                                                 
85  Replies to question 15 of the eQuestionnaire : […], etc.  
86  Replies to question 22 of the eQuestionnaire.  
87  Replies to question 22 of the eQuestionnaire.  
88  Replies to question 17 of the eQuestionnaire.  
 
 
19 national level and [0-5]% at EEA level. The Notifying Parties estimate the HHI for 
copper cable dismantling in the EE A to be [100-200] in the EEA and [300-400] in 
Germany.89 As the JV has no significant market power in the downstream market, 
although TSR plans to increase its supplies of copper scrap to the JV, the JV’s 
competitors would still have access to the JV’s comp etitors which represent [80-
90]% of the German market for copper cables dismantling and [90-100]% at EEA  
level. 
(92) Second, c ollectors of copper scrap would still have access to numerous other cable 
dismantlers (see paragraph (78)). Also , according to a majority of respondents in the 
market investigation, in case TSR became the exclusive supplier of copper cables of 
the JV, competitors of TSR would still h ave sufficient customers to which they could 
sell copper cables for dismantling.90  
(93) Third , TSR currently already supplies its cable dismantling facilities in 
Gelsenkirchen and will continue to do so post -transaction, so the proposed 
transaction does not have an impact on supply structures there. The Notifying Parties 
expect that the Fehrbellin dismantling facility will continue to retain its existing 
suppliers in the future, assuming that the commercial conditions remain unchanged. 
TSR’s share in supply of copper cables dismantling will be  [40-50]%.91 Therefore, it 
is unlikely that the Parties would have the ability  to foreclose access to customers for 
copper cable dismantling . 
(94) Fourth, it is not planned  and unlikely that the JV further expand s its capacity in the 
future, see paragraph (81).  
(95) Finally , even in this unlikely case, such expansion of capacity of the overall market 
would have a procompetitive effect , as explained in paragraph  (82).  
5.3.5.  No input foreclosure in relation  to copper cables dismantling  
(96) The Commission considers that the Parties will not have the ability or incentive to 
foreclose access to inputs  of copper cables for dismantling for other cable 
dismantlers which compete with the JV , nor would a foreclosure st rategy have a 
significant detrimental effect, for the following reasons:  
(97) First, as outlined in paragraph (67), for input foreclosure to be a concern, the 
vertically integrated firm resulting from the merger must have a significant degree of 
market power in the upstream market, which is not the case here. TSR’s market 
share in the upstream market for collecting and processing copper scrap, TSR’s 
market share was [0-5]% EEA -wide, [5-10]% in Germany, [10-20]% in a 200 km 
radius around Fehrbellin and [5-10]% in a 200 km radius around Gelsenkirchen.92 
This leaves cable dismantlers the possibility to buy from TSR’s competitors, which  
represent nearly [90-100]% of the market even at the narrowest plausible geographic 
market definition.  
                                                 
89  Response to requ est for information 2 of 9 April 2021.  
90  Replies to question 24 of the eQuestionnaire.  
91  Form CO, paragraph 82 and 83.  
92  Response to RFI 2 of 9 April 2021.  
 
 
20 (98) Second, t he market investigation showed that there are numerous companies offering 
the collection and processing of copper cables even in Germany,93 as w ell as at local 
level.94 In the EEA and Germany, TSR’s main competitors in the area of collecting 
copper  scrap are Scholz Recycling  (with approx. [0-5]% market share at EEA level 
and approx. [0-5]% in Germany) , DEUMU ( with approx. [0-5]% at EEA -level and 
approx. [0-5]% in Germany ) and European Metals Recycling  (approx. [5-10]% at 
EEA-level and approx. [0-5]% in Germany). Other competitors are Derichebourg (at 
EEA-level, with approx. [0-5]%) and Alba (in Germany, with approx. [0-5]%).95 
Considering a 200 km radius around Fehrbellin, the main competitors of TSR with 
regard to collecting and processing copper scrap are Alba (approx. market share of 
[5-10]%), Theo Steil (approx. market share of [5-10]%) and KMR Kabelmetall -
Recycling (approx. m arket share of [0-5]%). Considering a 200 km radius around 
Gelsenkirchen, main competitors of TSR and Remondis with regard to collecting 
and processing copper scrap are Siegfried Jacob Metallwerke (approx. market share 
of [0-5]%), Müller & Sohn (approx. ma rket share of [0-5]%) and Grafenberg -Metall 
(approx. market share of [0-5]%). Furthermore, a large number of smaller 
competitors is active both at national and regional level.  TSR’s competitors do not 
appear to be less efficient (see paragraph (67)), or to lack the ability to expand output 
in response to the supply restriction. The Notifying Parties confirmed that the 
storage capacities for copper scra p of TSR do not differ significantly from other 
competitors.96 Therefore, it is unlikely that the Parties would have the ability  to 
foreclose access to inputs  for copper cable dismantling . 
(99) Third , it is unlikely that TSR would have an incentive  to stop supplying competitors 
of the JV, given that the JV’s capacity only allows it to offtake a small fraction of the 
cables TSR collects. Therefore, other buyers of copper cables scrap for dismantling 
will continue to have sufficient suppliers, includi ng TSR and various other 
competitors.  
(100)  Fourth , it is not planned  and unlikely that the JV further expand s its capacity in the 
future, see paragraph (81). The Commission also investigated whether TSR is likely 
to increase its capacity and upstream market share. The results of the market 
investigation show that entry barriers in the market for collection  and processing  of 
cables are low. A majority of resp ondents considered entry “ relatively easy ”, 
explaining that requirements for entry are limited to a licence, basic infrastructure 
and some knowledge of the market.97 Therefore, the Commission considers that a 
significant increase in TSR’s market share is unlikely in the short term.  
(101)  Finally, even in th e unlikely case  that the JV further expand s its capacity , such 
expansion of capacity of the overall market would have a procompetitive effect , as 
explained in paragraph  (82). Therefore, a future foreclosure strategy would not have 
a significant detrimental effect  on competition in the market.  
                                                 
93  Replies to question 14 of the eQuestionnaire : […], etc.  
94  Replies to question 14 of the eQuestionnaire , for the Fehrbellin area: […]; for the Gelsenkirchen area:  
[…].  
95  Response to request for information 2 of 9 April 2021.  
96  Form CO, paragraph 14. Form CO, paragraph 258.  
97  Replies to question 18 and 18.1 of the eQuestionnaire. “ For the collection of cables you need a licence, a 
yard, a financial background and knowledge about product and market. ” (Reply to question 18.1)  
 
 
21 5.3.6.  Conclusion on input and customer foreclosure in relation to copper cables 
dismantling  
(102)  In view of the above, the Commission concludes that the proposed transaction does 
not raise serious doubts as to its compatibility with the int ernal market and the 
functioning of the EEA Agreement in relation to the vertical link between the 
regional, national or EEA -wide market for collection and processing of copper scrap 
upstream and the national or EEA -wide market for copper cable dismantling  
downstream.  
5.3.7.  No conglomerate non -coordinated effects  
(103)  Pursuant to the Non -Horizontal Merger Guidelines, conglomerate mergers may lead 
to competition problem in the form of foreclosure effects. This may be the case when 
the combination of products in related  markets may confer on the integrated 
company  the ability and incentive to leverage a strong market position from one 
market to another closely related market by means of tying or bundling or other 
exclusionary practices. 98 In the context of the proposed transaction, the Parties might 
offer both cable collection  and processing  and dismantling as a bundle. However, t he 
Commission considers that the proposed transaction  is unlikely to lead to 
conglomerate effects. For the reas ons outlined in Section  5.3.1  to 5.3.5 , foreclosure 
effects do not arise. The Notifying Parties also confirmed that there are no other 
markets in which the proposed transaction  may have a significant impact according 
to the definition in Section 6.4  of the Form CO .99 
6. CONCLUSION  
(104)  For the above reasons, the European Commission decide s not to oppose the 
proposed transaction  and to declare it compatible with the internal market and with 
the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
 
                                                 
98  Non-horizontal Merger Guidelines, paragraph 93.   
99  Form CO, paragraph 249. Markets under Section 6.4 of the F orm CO are markets where (i) any of the 
Parties has a market share larger than 30% and any other party to the concentration is a potential 
competitor into that market, (ii) any of the Parties has a market share larger than 30% and any other party 
to the co ncentration holds important intellectual property rights for that market, (iii) any of the Parties has 
a market share larger than 30% in neighbouring markets, i.e. markets for products which are 
complementary to each other/belong to a range of products gen erally purchased by the same set of 
customers for the same end use.