EUROPEAN COMMISSION C(2016) 2873 final

In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a general description. Public version To the notifying party: Dear Sir/Madam, Subject:Case M.7864 - TRELLEBORG / ČGS HOLDING

Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004 and Article 57 of the Agreement on the European Economic Area (1)On 30 March 2016, the European Commission received a notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which Trelleborg AB ("Trelleborg" or the "Notifying Party") would acquire sole control over ČGS Holding a.s. ("ČGS") (the "Transaction"). Trelleborg and ČGS are jointly referred to as the "Parties". 1.THE PARTIES (2)Trelleborg is a limited liability company listed on the Nasdaq Stockholm stock exchange and headquartered in Trelleborg, Sweden. Trelleborg is active in the manufacture and supply of rubber products, including in particular, tyres, polymer based solutions, seals, and anti-vibration systems (although it has recently announced the sale of its anti-vibration solutions business). (3)ČGS is a privately owned company based in the Czech Republic. ČGS is active in the manufacture and supply of rubber products, including in particular, tyres, polymer based solutions, seals, and anti-vibration systems. 2.THE OPERATION AND THE CONCENTRATION (4)Through the Transaction, Trelleborg would acquire all of the issued shares in and sole control over ČGS from its current owners pursuant to the terms of a Share Purchase Agreement entered into on 6 November 2015. (5)Therefore, the Transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation. 3.EU DIMENSION (6)The undertakings concerned have a combined aggregate worldwide turnover of more than EUR 2 500 million [Trelleborg EUR 2,474 million; ČGS EUR 610 million]. The combined aggregate EEA-wide turnover of the Parties exceeds EUR 100 million and the aggregate turnover of each Party exceeds EUR 25 million in [three EU Member States]. The Union-wide turnover of each Party exceeds EUR 100 million [Trelleborg EUR […]; ČGS EUR […]], and they do not each achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State. (7)Therefore, the Transaction has an EU dimension as it meets the thresholds set in Article 1(3) of the Merger Regulation. 4.MARKET DEFINITION (8)The Transaction gives rise to affected markets in three areas: (i) agricultural tyres; (ii) tyres for earthmoving vehicles and forklifts; (industrial tyres); and (iii) other rubber based products. 4.1.Tyres 4.1.1.Relevant product markets

General (9)Trelleborg and ČGS are both active in the production and supply of tyres for agricultural and forestry vehicles as well as for earthmoving vehicles and forklifts. In addition, ČGS is active in the production and supply of tyres for two-wheel vehicles. (10)In past cases, the Commission has distinguished the sale of tyres to Original Equipment Manufacturers ("OEM") from new replacement tyres ("RT"). OEM tyres are sold directly from the tyre manufacturer to the vehicle manufacturer without passing through an intermediary for installation on new vehicles. Although manufacturers can supply major accounts with replacements tyres directly, the vast majority of RT are sold through specialised outlets or tyre dealers who obtain their supplies from the manufacturer through its wholesale operations. The intermediaries in this market are usually specialised tyre dealers or dealers that, together with the retailing of tyres, perform a wide range of others services connected to the maintenance of vehicles. (11)Moreover, the Commission concluded in past cases that within each of the OEM and RT categories it is possible to distinguish six product markets according to the specific characteristics and dimensions of the vehicles on which tyres have to be fitted: -tyres for cars and vans; -tyres for trucks and buses; -tyres for earth moving vehicles; -tyres for agricultural use; -tyres for two wheels motorized vehicles; and -tyres for two wheels non-motorized vehicles. (12)The Commission found that, on the demand side, the fact that it is not possible to switch between tyres belonging to distinct product markets is related to the different product characteristics (notably dimensions) and the different usage and applications of these tyres. For instance, a tyre manufactured to be fitted on an earthmoving vehicle will not fit on a light truck given the different dimensions of these vehicles and the different needs they have when operating. Moreover, on the supply-side, tyre manufacturers are not able to switch their production from, for example, a forklift tyre to an agricultural tyre in the short-term, without incurring significant additional costs or risks. Specific production facilities and moulds are needed to manufacture tyres belonging to different categories of vehicles and high investments are necessary to become an effective competitor on a specific tyre product, thus making supply substitution unlikely between tyres destined for different categories of vehicles. (13)The Notifying Party is of the view that the segmentations described above accurately reflect market dynamics. (14)The majority of respondents to the market investigation agrees with the distinctions made in previous cases between the OEM and RT markets and within each of these markets among tyres for: (i) cars and vans; (ii) trucks and buses; (iii) earth moving vehicles; (iv) agricultural use; (v) two wheels motorized vehicles; and (vi) two wheels non-motorized vehicles. Moreover, replies to the market investigation indicated that the different types of tyres are not substitutable with one another and that if faced with a 5-10% price increase in price for tyres for a given application customers would not switch to those for a different application because of differences in technical characteristics, performance, and price. Agricultural tyres (15)The Notifying Party submits that agricultural tyres of different sizes are not substitutable with one another because they cannot be fitted on the same vehicles. On this basis, within the broader agricultural tyre market they distinguish the following sub-segments: -Large rear tyres; -Rear agri narrow; -Trailer & implement; -Industrial & multi-purpose tyres ("MPT"); -Rear forestry;

-Front wheels; and -Small agro gardening equipment. (16)The Notifying Party further submits that large rear agricultural tyres can be further segmented depending on their size into XL, 65, 70, and standard because large rear tyres of different sizes are used for somewhat different applications. The more horsepower an agricultural vehicle has the bigger its rear tyres need to be. (17)The majority of respondents to the market investigation agrees with the distinction made by the Notifying Party among agricultural tyres of different sizes. Moreover, replies to the market investigation indicated that the different types of tyres are not substitutable with one another and that if faced with a 5-10% price increase in price for a given size (e.g. large rear tyres) customers would not switch to those of a different size (e.g. front wheels) because of differences in technical characteristics, price, and sizes. The majority of respondents to the market investigation also agrees with the potential distinction made by the Notifying Party among large rear tyres of different sizes. However, replies to the market investigation indicated that large rear tyres of different sizes are substitutable with one another or that, in any event, a certain degree of substitutability exists among large rear tyres, in particular among 65, 70, and standard tyres. (18)For the purpose of assessing the present Transaction, it is not necessary to determine whether agricultural tyres of different sizes belong to the same relevant product market or whether large rear agricultural tyres of different sizes belong to the same relevant product market since the proposed Transaction would not lead to serious doubts as to its compatibility with the internal market under any plausible product market definition. Industrial tyres (19)As regards tyres for earthmoving vehicles and forklifts, the Notifying Party submits that due to their different dimensions and product characteristics, tyres for earthmoving vehicles are normally not suitable with tyres for forklifts and vice versa, although there is a limited number of tyre sizes that can, theoretically, be used for both earthmoving vehicles and for forklifts. The Notifying Party in particular considers that in practice, there is virtually no demand-side substitutability as the tyres from one or the other category do not have the necessary characteristics (e.g. in terms of temperature build-up within the tyre) to perform adequately in the other category. Moreover, despite the fact that tyres for earthmoving vehicles and for forklifts are largely based on similar technologies and production techniques (if one looks separately at solid and pneumatic tyres) and the fact that several suppliers of earthmoving tyres also offer forklift tyres, the tyre manufacturers are generally not able to easily switch their production from one vehicle category to another due to the need for specific production facilities and moulds. (20)The majority of respondents to the market investigation confirmed the relevance of the distinction between tyres for forklifts and tyres for other industrial applications. There are differences in price and distribution channels as well as specific loading capacities, dimensions and other technical specifications which must be followed regarding forklift tyres. Moreover, if faced with a 5-10% price increase, customers of forklift tyres would not likely switch to tyres manufactured for other purposes. Equally, a majority of manufacturers of forklift tyres confirmed that their customers would not in case of such price increase switch to tyres manufactured for other purposes. However, when asking manufacturers of forklift tyres about ease of switching production between forklift tyres and other types of tyres, respondents were split regarding supply-side substitutability. The respondents, for example, commented that the amount of the necessary investment in the production equipment would depend on the capacity required and the size range of the tyres, amongst others. (21)As regards tyres for earthmoving vehicles the Notifying Party submits that, on the basis of the vehicle on which they are intended to be mounted, they can be segmented into tyres for loaders, graders, articulated dump trucks, rigid dump trucks and cranes. (22)The market investigation was inconclusive as to the relevance of these segmentations. The majority of RT customers responding to the market investigation confirm the relevance of the distinction with regard to tyres for loaders and graders which they consider as not substitutable with one another because of, among others, differences in technical characteristics and intended use. Moreover, the majority of the Parties' RT customers also indicated that if faced with a 5-10% price increase in one of the categories e.g. tyres for loaders, their end customers would not switch to tyres for graders and vice versa. However, while there would seem to be no or limited demand-side substitutability, suppliers indicated that it is generally very easy to switch production between tyres for loaders and tyres for graders and vice versa. (23)For the purposes of assessing the present Transaction, it is not necessary to determine whether tyres for forklifts and earthmoving vehicles form separate markets or whether tyres designed for earthmoving vehicles should be further segmented into loaders, graders, articulated dump trucks, rigid dump trucks and cranes since the Transaction would not lead to serious doubts as to its compatibility with the internal market under any plausible product market definition. Pneumatic v solid tyres and bias v radial tyres (24)The Notifying Party considers that tyres can be further distinguished depending on their composition and construction. (25)On the basis of their composition, tyres can be split into pneumatic and solid. Pneumatic tyres are air-filled whereas solid tyres consist of solid materials that are wrapped around the wheel. The main difference between these two types of tyres consists in the fact that solid tyres push into the road surface whereas pneumatic tyres sits on top of the road surface. Therefore, pneumatic tyres are sensitive to their own air pressure, while solid tyres are sensitive to the surface on which they are used. Solid and pneumatic tyres are typically used in different applications. (26)Taking into account their construction, pneumatic tyres can be split into bias and radial. In bias (or cross-ply or x-ply or diagonal) tyres, the cord plies overlap each other diagonally. Radial tyres are tyres for which the cord plies run like strings through the layers of rubber to give the rubber stability, and are aligned so that they run at 90 degrees to the direction of travel. Radial tyres generate less heat build-up and provide better ability to carry loads, less rolling resistance (better fuel mileage), longer wear and a more comfortable ride than bias tyres. Bias and radial tyres are generally sold at different prices, with radial tyres being often the more expensive category. (27)For the purpose of assessing the present Transaction, it is not necessary to determine whether pneumatic and solid tyres or pneumatic bias and radial tyres belong to the same relevant product market since the proposed Transaction would not lead to serious doubts as to its compatibility with the internal market under any plausible product market definition. (28)Therefore, the Commission will assess the impact of the Transaction separately for OEM and RT tyres and within each category it will assess separately agricultural tyres, tyres for earthmoving vehicles (in particular loaders and graders) and tyres for forklifts. Moreover, the Commission will distinguish between bias and radial tyres as well as solid and pneumatic tyres, and take into account the differences in tyre size, as relevant. 4.1.2.Relevant geographic markets Tyres for OEM customers (29)In line with past Commission decisions, the Notifying Party submits that the markets for OEM tyres are at least EEA-wide. The Notifying Party considers that this conclusion is supported by the fact that: (i) each tyre manufacturer concentrates its production in a limited number of factories within and/or outside of the EEA from which tyres are shipped across the EEA; (ii) large OEM customers source their tyre requirements centrally at the EEA, if not worldwide, level; and (iii) there are no material barriers to trade within the EEA or, indeed, for imports from outside the EEA.

(30)The majority of respondents to the market investigation agreed with this definition. First, in the majority, supply contracts and prices are negotiated between tyre manufacturers and OEM customers on a worldwide or EEA-wide basis. Second, respondents reported that there are no material price differences between EEA Member States or clusters of EEA Member States at the OEM level. Third, the majority of respondents do not consider that transport costs or import duties hinder the ability to import tyres into the EEA. (31)The Commission considers that the exact geographic market definition for sales of tyres to OEMs can be left open as the Transaction does not raise serious doubts as to its compatibility with the internal market even under the narrowest possible market definition (at an EEA-wide level). The Commission considers this is applicable for all types of tyres sold to OEMs affected by the Transaction. Tyres for RT customers (32)In past cases regarding the RT sector, the Commission has found RT markets to be national in scope, although it has noted a trend towards EEA-wide geographic markets. This has been found to be the case for RT for: (i) cars and vans; (ii) trucks and buses; (iii) earth moving vehicles; (iv) agricultural; (v) two wheels motorized vehicles; and (vi) two wheels non-motorized vehicles. The Commission has not considered the geographic RT market specifically for forklifts in previous cases. (33)The Notifying Party is of the view that the RT markets for all tyres affected by the Transaction are EEA-wide given that barriers to trade within the EEA are low and that many RT dealers are active in several EEA Member States and actively try to win customers across national borders. The Notifying Party has also submitted that certain regional markets may exist, in particular, the Baltics (Estonia, Latvia, Lithuania) and the UK/Ireland. (34)Replies to the market investigation do not appear to fully support the claim of EEA-wide markets. The majority of agricultural RT customers are active in only one Member State and a number of those active in multiple Member States still have national procurement teams. In particular, supply contracts and prices are negotiated between tyre manufacturers and RT customers on a national basis. The vast majority of forklift and earthmoving RT customers are active in only one Member State, although there are a small number of regional players (moreover, some tyre manufacturers own EEA-wide distribution networks). (35)On the other hand, replies to the market investigation did indicate that certain regional markets may exist. In particular, a significant proportion of RT customers who are active in the Baltic region (Estonia, Latvia, Lithuania) are active across all three Baltic Member States and considerable interstate trade takes place. The same applies to the UK/Ireland. Moreover, replies to the market investigation indicated that there are limited price differences between Member States. (36)Finally, elements suggesting an EEA-wide, if not wider, market relate to the level of imports. In all tyre markets imports from Asia play a significant role. For example, in respect of forklift tyres, the Parties estimate that roughly 70% of the pneumatic RT sold in the EEA are imported. Import duties and transport costs do not play a major role for most tyre types in the RT markets. That being said, lead time on delivery, reliability of supply, local sales teams, local technical support teams and local warehousing facilities are maybe necessary, thus pointing more towards national markets. (37)For the purposes of this decision, the Commission will assess the Transaction on the basis of a national market definition as well as at a wider regional level for the Baltic region and the UK/Ireland. The exact geographic market definition can, however, be left open as the Transaction does not raise serious doubts as to its compatibility with the internal market even under the narrowest possible market definition (national). The Commission considers this to be applicable for all types of tyres sold on the RT markets affected by the Transaction. 4.2.Other rubber based products (38)In addition to tyres, the Parties' activities overlap also in the production and supply of a range of other rubber based products, that is: (i) polymer based sheets and fabrics; (ii) polymer based products for sealing and other applications; (iii) anti-vibration systems; (iv) polymer based inflatable products; (v) polymer based consumables for printing and other applications; and (vi) rubber compounds. 4.2.1.Polymer based sheets and fabrics (39)The Parties' activities overlap in the production and supply of: (i) coated fabrics; and (ii) technical rubber sheets (TRS). There is no previous Commission decision concerning either category. Both coated fabrics and TRS can be further divided according to end-application. (40)The Notifying Party submits that the scope of the relevant geographic market is at least EEA-wide. Both Parties produce these products in one location in the EEA from which they sell across the EEA. Products are sold directly to the final product manufacturers or through independent third-party distributors who source them at least on an EEA-wide, if not global, basis. (41)The product and geographic market definitions can, however, be left open as no affected markets arise even on the basis of the narrowest possible segmentations. These products will therefore not be discussed further in this decision. 4.2.2.Polymer based products for sealing and other applications (42)The Parties' activities overlap with regard to: (i) rubber moulded parts; (ii) rubber profiles; and (iii) sealing solutions. (43)Rubber moulded parts and rubber profiles: The Notifying Party submits that rubber moulded parts and rubber profiles can be further segmented according to whether they are manufactured from rubber or silicone rubber and by end-application. The Commission has not previously considered these products. (44)The Notifying Party submits that the scope of the relevant geographic markets are at least EEA-wide. Rubber moulded parts and rubber profiles tend to be small and light and can easily be shipped across the EEA. Moreover, customers are typically sophisticated industrial players/distributors that tend to procure moulded parts on an at least EEA-wide, if not global, basis. (45)The product and geographic market definitions can, however, be left open as no affected markets arise even on the basis of the narrowest possible segmentations. These products will therefore not be discussed further in this decision.

(46)Sealing solutions: In SHV/ERIKS, the Commission endorsed the concept of a broad market including products made of various materials such as rubber, silicones or metal. In terms of applications, the Commission made a general distinction between automotive sealings and sealings used in other applications ("industrial sealings"). While some elements identified during the market investigation in that case suggested that with regard to industrial sealings a further segmentation may be appropriate distinguishing between: (i) static sealings and gaskets; (ii) hydro pneumatic sealings; (iii) rubber moulded sealings; (iv) mechanical seals; and (v) expansion joints; other responses suggested that all industrial seals form part of one overall market. The Commission considered the markets to be at least EEA-wide. (47)The Notifying Party submits that there is a high degree of supply-side substitutability between the various types of sealing solutions and applications since most suppliers of sealing solutions are present across several and often all categories and they have the ability to produce sealing solutions to the requisite specifications of any customers. Moreover, the Notifying Party does not consider that a distinction between: (i) static sealings and gaskets; and (ii) moulded sealings is relevant or possible; since the former will typically also include moulded elements. Market data for: (i) static sealings and gaskets: and (ii) rubber moulded sealings has therefore been provided as part of one segment. Further, the term "mechanical seal" refers to a specific sub-category of "rotary seals" whereas the Parties also offer other types of rotary seals. Market data has therefore not been provided for a segment limited to mechanical seals but for rotary seals overall. (48)On this basis, the only area where an affected market arises is in respect of hydropneumatic sealings. The exact product and geographic market definitions can, however, be left open as no serious doubts arise even on the basis of the narrowest possible segmentations. 4.2.3.Anti-vibration systems (49)Anti-vibration systems have been addressed by the Commission in a number of previous merger decisions. The key distinction made is by end-application into: (i) automotive; (ii) railway; and (iii) (other) industrial applications. (50)Within the automotive segment the Commission has examined additional potential sub-segments defined along the lines of individual AVS components, namely: (i) engine mounts; (ii) chassis and suspension mounts and bushes; (iii) exhaust hangers; (iv) mass dampers; (v) torsional vibration dampers; (vi) micro-cellular polyurethane bumpers; and (vii) air springs. In addition, the Commission has considered a distinction between AVS for passenger cars and commercial vehicles. (51)A further subdivision into conventional and hydraulic anti-vibration products has also been examined. In the present case, no overlap arises with regard to hydraulic AVS, as ČGS does not engage in the production or supply of hydraulic anti-vibration parts. (52)Finally, the Commission has considered a possible distinction between, on the one hand, sales to original equipment manufacturers ("OEM") and, on the other hand, sales to the independent after-market ("IAM"). In the case at hand, the overlap between the Parties in the IAM segment is marginal. (53)The Commission has so far considered that the market for AVS and possible sub- markets are at least EEA-wide (with the exception of the automotive IAM segment which could instead be regional) but has ultimately left open the exact geographic market definition. (54)The Commission considers that the product and geographic market definitions regarding automotive AVS (as well as railway and industrial AVS) can be left open since no concerns arise even under the narrowest possible segmentations. 4.2.4.Polymer based inflatable products (55)Regarding polymer based inflatable products, both Parties are active in the production and sale of: (i) packers; (ii) lifting bags; and (iii) pipe plugs; in the EEA. There has been no Commission precedent dealing with these products. (56)Packers: The Notifying Party submits that packers are fairly commoditised products requiring a low level of technical engineering and know-how. They are available in several diameters in order to fit pipes of different sizes. That being said, sizes are largely standardised across the industry and all packers are produced using the same methods and equipment. All the main suppliers active in the EEA therefore have a fairly comparable offering. (57)Lifting bags: Lifting bags come in different shapes and sizes which, however, are largely standardised. The Notifying Party submits that there is a high degree of supply-side substitutability since manufacturing techniques and tools are largely the same across all shapes and sizes. Indeed, all suppliers in the EEA that are active in this area tend to offer a largely comparable assortment of lifting bags. Moreover, lifting bags being used across all applications tend to be largely similar. (58)Pipe plugs: Pipe plugs come in different shapes and sizes which, however, are largely standardised. Moreover, pipe plugs are used in a number of end-applications such as oil, gas water etc. The Notifying Party submits that there is a high degree of supply-side substitutability since manufacturing techniques and tools are largely the same across all shapes and sizes and across all applications. (59)The Notifying Party submits that the geographic markets for the manufacture and supply of packers, lifting bags and pipe plugs are at least EEA-wide. All products can be transferred over long distances at relatively low cost and are predominantly sold through independent distributors who tend to source these products at least on an EEA-wide, if not global, basis. (60)The Commission considers that the product and geographic market definitions can be left open since no concerns arise even under the narrowest possible segmentations. 4.2.5.Polymer based consumables for printing and other applications (61)The Parties' activities overlap with regard to: (i) rubber-coated rollers; (ii) coating plates; and (iii) printing blankets. There has been no Commission precedent regarding rubber coated rollers and coating plates. (62)Rubber-coated rollers: According to the Notifying Party, rubber-coated rollers can be further segmented by industry end-application. As regards the geographic scope of the market(s), since customers tend to rely on a supplier that is located in the vicinity of their factories (the rollers need to be shipped to the supplier for re-coating in regular intervals), the Notifying Party estimates that customers seeking re-coating services will normally not ship their rollers over a distance exceeding 250 km. This suggests that the relevant markets are likely to be regional. The Parties have provided market share estimates on a national basis: given that the Parties’ activities are focused on different geographic areas and that in those areas where their activities do overlap, their market shares are minimal, no affected markets can arise even on a regional basis. Therefore, the product and geographic market definition can be left open and these products will not be discussed further in this decision.

(63)Coating plates: According to the Notifying Party, coating plates could be further sub-segmented by the type of coating for which the plates are used. The Notifying Party submits that the scope of the market is at least EEA-wide. Products can easily be traded and shipped across borders within the EEA. Also, coating plates are typically sold through third-party distributors which tend to source them at least on an EEA-wide basis. (64)The product and geographic market definition can, however, be left open with regard to coating plates as no affected markets arise even on the basis of the narrowest possible segmentation. These products will therefore not be discussed further in this decision. (65)Printing blankets: Printing blankets are consumables used for offset and digital printing. They consist of a rubber sheet in a press that receives the inked impression and transfers it to the surface being printed. The Parties' activities overlap only as far as offset printing blankets (OPB) are concerned. (66)The Commission has analysed the OPB industry in its Continental/Xtra Print decision where it made a distinction between: (i) fabric-backed; (ii) metal-backed; and (iii) cylindrical printing blankets; and (iv) also separately looked at self‑adhesive OPB. The Commission concluded that a further segmentation on the basis of the offset printing technology being used (e.g. coldset, heatset, sheet-fed etc.) would not be appropriate since broadly the same OPB are used for all printing technologies and because most suppliers offer OPB for all technologies. The markets were considered EEA-wide. (67)The Notifying Party has, thus provided market data separately for fabric-backed OPB and self-adhesive OPB, i.e. the two OPB segments where overlaps arise. (68)The Commission considers that the product and geographic market definitions with regard to OPB can be left open since no concerns arise even under the narrowest possible segmentations. 4.2.6.Rubber compounds (69)In its Trelleborg/Smiths (PSS Division) decision, the Commission considered that rubber compounds form part of a separate product market and analysed the products at an EEA-wide level. The Notifying Party agrees with this approach. (70)In any case, the Commission considers that the precise scope of the relevant product and geographic market can be left open since the Transaction does not raise any concerns irrespective of the definition/segmentation considered as the Transaction does not give rise to any horizontally affected markets. (71)The Transaction however gives rise to several vertically affected markets, resulting from the Parties' manufacture of a multitude of products which are made at least partially of rubber compounds. These shall be assessed under the competitive assessment further below. 5.COMPETITIVE ASSESSMENT 5.1.Market share data (72)The Notifying Party's market share calculations for tyres (agricultural and earthmoving) for the OEM segment are based on its own intelligence as there is no third party data for these markets. For the RT segment, the calculations are based on sales volumes reported by the European Tyre & Rubber Manufacturers Association ("ETRMA"). (73)The Parties have provided actual market share data for 2014 but only projections for 2015 as final 2015 numbers are not yet available. For these 2015 projections, the Parties have used their actual sales for January to October 2015 and estimated November and December 2015, based on sales in the same months in the previous year and overall 2015 market trend. Given that these are projections, the Commission has based its assessment primarily on 2014 but where the situation in a market appears to have changed in 2015, an analysis based on the 2015 projection has also been provided. (74)Both value and volume data has been provided for the Parties. The Notifying Party has, however, only been able to provide reliable volume data for its competitors for agricultural tyres. The Commission has conducted its analysis based on value and volume data but has in particular focused on volume as it is available for competitors, but also because it may more accurately represent the market dynamics. Given the tiered pricing structure in the market, and the higher price at which Trelleborg tyres are sold compared to ČGS tyres, Trelleborg's market share is often far higher when based on value data compared to volume data. Volume data may therefore better represent patterns of demand in the market. The Parties have been able to provide value data for competitors for earthmoving and forklift tyres therefore the Commission has relied on both. 5.2.Agricultural tyres – OEM market 5.2.1.Overview of market dynamics (75)While from a customer and, to some extent, supplier perspective agricultural tyres of different sizes are generally not substitutable, market dynamics affecting the competitive assessment are similar across the different agricultural tyre size segments. These features include: (i) structure of the OEM market; (ii) differentiation among tyres belonging to different quality and price tiers; (iii) competition from suppliers based outside of the EEA; (iv) competition from new entrants. Structure of the OEM market (76)The Parties' and their main competitors' shares at the EEA level for the OEM market are presented in the table below.

Table 1 - OEM Agricultural Tyres - Market Shares - EEA 2014 EEA OEM Agricultural Tyres Val. (%) Vol. (%) Trelleborg [10-20] [5-10] ČGS [10-20] [5-10] Combined [30-40] [10-20] Michelin - [5-10] Bridgestone - [5-10] Alliance - [5-10] BKT - [30-40] Others - [30-40] Source: Notifying Party estimates (77)In an overall market for OEM agricultural tyres, the Parties hold a combined share of [10-20]% in volume with an increment of [5-10]% ([30-40]% in value with an increment of [10-20]%). Competitors include BKT ([30-40]%), Alliance ([5-10]%) Bridgestone ([5-10]%), and Michelin ([5-10]%). (78)When tyre sizes are taken into account, the Transaction gives rise to ten affected market segments in the OEM agricultural tyre market. The Parties' and their main competitors' shares at the EEA level for each affected market segment are presented in the table below. Table 2 - OEM Agricultural Tyres - Affected Market Segments - EEA 2014 EEA Trelleborg ČGS Combined Michelin Bridgestone BKT Alliance Val. (%) Vol. (%) Val. (%) Vol. (%) Val. (%) Vol. (%) Vol. (%) Vol. (%) Vol. (%) Vol. (%) Large rear XL radial [30-40] [20-30] [20-30] [20-30] [50-60] [50-60] [30-40] [10-20] [0-5] [0-5] Large rear 65 radial [20-30] [20-30] [10-20] [20-30] [30-40] [40-50] [40-50] [5-10] [0-5] [0-5] Large rear 70 radial [10-20] [10-20] [20-30] [20-30] [30-40] [40-50] [20-30] [10-20] [10-20] [0-5] Large rear standard radial [10-20] [5-10] [30-40] [30-40] [40-50] [40-50] [20-30] [10-20] [5-10] [0-5] Rear narrow radial [0-5] [0-5] [20-30] [10-20] [20-30] [10-20] [10-20] [5-10] [10-20] [40-50] Trailer & implement radial [10-20] [5-10] [10-20] [20-30] [20-30] [20-30] [5-10] [0-5] [10-20] [20-30] Trailer & implement bias [10-20] [5-10] [20-30] [20-30] [40-50] [30-40] [0-5] [0-5] [30-40] [10-20] Industrial & MPT radial [0-5] [0-5] [20-30] [20-30] [20-30] [20-30] [40-50] [0-5] [10-20] [10-20] Industrial & MPT bias [0-5] [0-5] [20-30] [20-30] [20-30] [20-30] [5-10] [5-10] [20-30] [10-20] Trelleborg ČGS Combined Nokian Bridgestone BKT Alliance Val. (%) Vol. (%) Val. (%) Vol. (%) Val. (%) Vol. (%) Vol. (%) Vol. (%) Vol. (%) Vol. (%) Rear Forestry bias [20-30] [10-20] [0-5] [0-5] [20-30] [10-20] [60-70] [0-5] [0-5] [5-10] Source: Notifying Party estimates (79)As it can be seen in the table above, the Parties' combined shares range between [40-50]% and [50-60]% in volume ([30-40]% and [50-60]% in value) for the different large rear tyres and between [10-20]% and [30-40]% in volume ([20-30]% and [40‑50]% in value) for the other tyre sizes. Moreover, the Transaction leads to market share additions of [0-5]% or less in volume and in value for each of the rear narrow radial, industrial & MPT radial, industrial & MPT bias, and rear forestry bias tyre segments. (80)Competitors for the sale of large rear tyres include Michelin and Bridgestone. Michelin and Bridgestone also compete with the Parties for the sale of agricultural tyres of other sizes but have a range that is somewhat more limited than that of the Parties. Alliance and BKT, two competitors based outside of Europe, offer a full range of products. (81)With regard to forestry tyres, Nokian is by far the market leader in the EEA with a market share of [60-70]%. Respondents to the market investigation consider Nokian to be the market leader for forestry tyres compared to either of the Parties. (82)The Parties' and their main competitors' shares at the EEA level for the sale of large agricultural tyres and for the sale of 65, 70, and standard large rear tyres are presented in the table below. Table 3 - OEM Agricultural Tyres – Large Rear Tyres – EEA 2014 EEA Trelleborg ČGS Combined Michelin Bridgestone BKT Alliance Val. (%) Vol. (%) Val. (%) Vol. (%) Val. (%) Vol. (%) Vol. (%) Vol. (%) Vol. (%) Vol. (%) Large rear (all sizes) [20-30] [10-20] [20-30] [20-30] [40-50] [40-50] [20-30] [10-20] [10-20] [0-5] Large rear (65, 70, and standard) [10-20] [10-20] [20-30] [20-30] [30-40] [40-50] [20-30] [10-20] [10-20] [0-5] Source: Notifying Party estimates (83)In an overall segment for the sale of large agricultural tyres, the Parties hold a combined share of [40-50]% in volume ([40-50]% in value). In a segment for the sale of 65, 70, and standard large rear tyres, the Parties hold a combined share of [40-50]% in volume ([30-40]% in value). Competitors include, Michelin, Bridgestone, BKT, and Alliance. Quality and price tiers – closeness of competition (84)In line with the finding of past cases, a majority of respondents to the market investigation indicated that agricultural tyres can be differentiated by different quality and price tiers. Premium tyres (Tier 1) generally offer the best performances and are sold at a price that is higher than that of mid-range tyres (Tier 2). Economy tyres (Tier 3) are normally less performing and are sold at a price that is lower than premium and mid-range tyres. In the OEM market, mid-range tyres are generally offered to customers as a standard option whereas premium tyres are generally sold at the demand of customers that accept to pay a premium for them. Economy tyres are normally mounted on low-end agricultural vehicles. The bulk of the tyres sold to OEMs in the EEA belong to the premium and mid-range tiers. (85)The majority of OEM customers that responded to the market investigation are of the view that ČGS and Trelleborg mainly operate in two different tiers and do not consider them to be close competitors. Trelleborg is mainly a supplier of premium tyres whereas ČGS offers two brands, Mitas and Mitas Premium, that sit in the mid-range tier. Trelleborg's main competitor in the premium tier is Michelin which is considered by several market participants to be a market leader. Michelin is active as a premium (with its Michelin brand), mid-range (with its Kleber brand) and economy (with its Taurus brand) supplier. It does not, however, generally offer its Kleber or Taurus brands to OEMs (these two brands being more focused on the RT market). ČGS mainly competes with other suppliers of mid‑range tyres, in particular Bridgestone, BKT, and Alliance. Bridgestone offers both premium (with its Bridgestone brand) and mid-range (with its Firestone brand) tyres. (86)Moreover, a majority of OEM customers that responded to the market investigation indicated that if faced with a price increase for Trelleborg tyres they would switch part of their tyre purchases to Michelin and that in case of price increase of ČGS's Mitas and Mitas Premium brands they would switch part of their purchases to BKT, followed by Firestone, Alliance, and Michelin.

(87)Therefore, the Commission considers that Trelleborg and ČGS are not close competitors. Competitors based outside of the EEA (88)Agricultural tyre manufacturers based outside the EEA and in particular in Asia hold significant shares in certain market segments. However, they are normally not relied upon by OEM customers in the EEA for the bulk of their requirements. This is in part due to difficulties with regard to logistics. Because of the long lead times to transport tyres from outside the EEA, in particular from Asia, and limited storage facilities they hold in Europe, manufacturers based outside the EEA cannot easily adjust to fluctuations in agricultural tyre demands. Moreover, OEM customers do not hold large stocks of tyres and mostly rely on just-in-time deliveries. Competitiveness of manufacturers based outside the EEA is stronger for tyres having a small diameter as they can be more easily (and cheaply) transported and stocked than those with a large diameter. (89)However, OEM customers that responded to the market investigation indicated that if faced with a 5-10% increase in price of agricultural tyres in the EEA they would seek new suppliers outside the EEA and, in particular, in India and China. Moreover, respondents to the market investigation indicated that transport costs and import duties do not limit the import of tyres from outside the EEA. (90)Therefore, the Commission considers that there are low barriers to import agricultural tyres into the EEA and that tyre manufacturers located outside of the EEA constitute a competitive constraint on the Parties. New entrants (91)Continental and Pirelli have both confirmed their intention to enter the European agricultural tyre business. (92)Continental indicated that it intends to produce agricultural tyres in Portugal and is in the process of implementing its re-entry plans. Continental is currently in discussions with potential customers. (93)Pirelli will focus, at least initially, on the RT segment but has expressed interest in winning share with OEM customers in the future. Pirelli's competitiveness in the OEM segment maybe limited by the fact that it will produce its tyres for the European market in Brazil and, as is the case for other non-EEA manufacturers, it will be confronted with lead-time limitations. Pirelli is currently ramping-up its operations in Europe and has already entered into supply agreements with customers. (94)Certain OEMs have expressed interest in working with these new entrants although some of those indicated that they are unlikely to rely on such new entrants as their main suppliers. (95)Therefore, the Commission considers that Continental and Pirelli constitute a competitive constraint on the Parties. 5.2.2.Competitive Assessment (96)For the reasons set out below, the Commission finds that the Transaction does not give rise to serious doubts as to its compatibility with the internal market in respect of OEM agricultural tyres. (97)First, the Transaction would not materially affect the structure of the overall OEM market in which the Parties would hold a post-Transaction share of [10-20]% in volume ([30-40]% in value) with a market share addition to Trelleborg's pre-Transaction share of [5-10]% in volume ([10-20]% in value). (98)Second, even if the OEM market were segmented by tyre size, the Transaction would lead to market share additions of [0-5]% or less in volume and in value for each of the rear narrow radial, industrial & MPT radial, industrial & MPT bias, and rear forestry bias tyre segments and to combined shares of about [30-40]% or less in the trailer & implement bias and radial segments. (99)Third, the Parties would face a number of strong competitors in each segment. In particular, the Parties would be mainly constrained by Michelin, Bridgestone, and BKT in the large rear tyres segments and by Michelin, Bridgestone, Alliance and BKT in the other tyre sizes. (100)Fourth, further competition into the EEA market will be brought by Continental and Pirelli's re-entry into the agricultural tyre sector. Pirelli is expecting to be operational in Europe in the second half of 2016. Continental is currently implementing its plans to bring agricultural tyres to European customers. (101)Fifth, as discussed above in paragraphs (85) and (86) , the Parties are not close competitors and any attempt to increase prices post-Transaction is likely to be unprofitable as a majority of OEM customers that responded to the market investigation indicated that they would source part of their agricultural tyre requirements from other existing suppliers or introduce new suppliers. (102)Sixth, as discussed above in paragraph (89) the market investigation pointed out that barriers to the import of tyres into Europe are limited and a majority of OEM customers that responded to the market investigation indicated that if faced with price increases they would likely increase their purchases or start sourcing from suppliers based in India and China. (103)Seventh, a majority of respondents to the market investigation indicated that the Transaction would have a positive or neutral impact on their business as well as on the trade and prices of agricultural tyres in the EEA.

(104)Finally, the Commission notes that while some OEM customers have raised concerns that the Transaction may have a negative impact on competitive dynamics, they have not substantiated these concerns and at the same time, have indicated that should Trelleborg increase prices post-Transaction, they would switch part of their purchases of agricultural tyres away from the Parties and to their competitors. (105)Therefore, the Transaction does not raise serious doubts as to its compatibility with the internal market with respect to OEM agricultural tyres. 5.3.Agriculture and forestry tyres – RT markets 5.3.1.Overview of market dynamics (106)As with the OEM market, market dynamics affecting the competitive assessment are similar across the different agricultural tyre size segments. The findings above relating to: (i) structure of the market; (ii) differentiation among tyres belonging to different quality and price tiers; (iii) competition from suppliers based outside of the EEA; and (iv) competition from new entrants; are all generally applicable to the competitive conditions in all national and regional RT markets. RT EEA-wide Market structure (107)The Parties' and their main competitors' shares at the EEA level for the RT market broken down by tyre size are presented in the table below. Table 4 - EEA-wide Shares in all Agricultural RT Market Segments, 2014 2014 EEA ČGS Trelleborg Combined Michelin Bridgestone BKT Val. (%) Vol. (%) Val. (%) Vol. (%) Val. (%) Vol. (%) Vol. (%) Vol. (%) Vol. (%) Large rear XL radial [5-10] [10-20] [20-30] [20-30] [20-30] [30-40] [20-30] [10-20] [10-20] Large rear 65 radial [10-20] [10-20] [10-20] [10-20] [20-30] [20-30] [20-30] [10-20] [10-20] Large rear 70 radial [10-20] [10-20] [10-20] [10-20] [20-30] [20-30] [20-30] [10-20] [10-20] Large rear standard radial [10-20] [10-20] [5-10] [5-10] [20-30] [10-20] [20-30] [10-20] [10-20] Rear agri radial narrow [10-20] [5-10] [0-5] [0-5] [10-20] [10-20] [30-40] [5-10] [10-20] Radial Trailer & implement [5-10] [10-20] [0-5] [0-5] [5-10] [10-20] [10-20] [0-5] [20-30] Bias Trailer & implement [10-20] [20-30] [10-20] [10-20] [30-40] [30-40] [0-5] [5-10] [20-30] Radial Industrial & MPT [10-20] [10-20] [5-10] [0-5] [10-20] [10-20] [30-40] [10-20] [5-10] Bias Industrial & MPT [20-30] [20-30] [0-5] [0-5] [30-40] [20-30] [0-5] [0-5] [20-30] ČGS Trelleborg Combined Nokian Bridgestone BKT Val. (%) Vol. (%) Val. (%) Vol. (%) Val. (%) Vol. (%) Vol. (%) Vol. (%) Vol. (%) Rear Bias Forestry [0-5] [10-20] [10-20] [10-20] [20-30] [20-30] [20-30] [0-5] [5-10] Source: Notifying Party estimates (108)As it can be seen in the table above, the Parties' combined shares range between [20-30]% and [20-30]% by volume ([10-20]% and [30-40]% by value) for the different large rear tyres and between [5-10]% and [30-40]% in volume ([10-20]% and [30-40]% in value) for the other tyre sizes. (109)Competitors for the sale of large rear tyres include Michelin and Bridgestone. Michelin and Bridgestone also compete with the Parties for the sale of agricultural tyres of other sizes but have a range that is somewhat more limited than that of the Parties. Alliance and BKT, two competitors based outside of Europe, offer a full range of products. (110)The Transaction would not materially affect the structure of the overall RT market at an EEA-wide level in which the Parties would hold a post-Transaction share of [20-30]% in volume and value with a market share addition to ČGS's pre‑Transaction share of [5-10]% in volume ([10-20]% in value). (111)Even if the RT market were segmented by tyre size, the Parties would face a number of strong competitors in each segment. In particular, the Parties would be mainly constrained by Michelin, Bridgestone, Alliance and BKT all tyre sizes. (112)Moreover, the market investigation has pointed out that barriers to the import of tyres into Europe are limited. There are also no barriers preventing other major players from selling in any national markets. The Parties' main competitors (Michelin, Bridgestone, Alliance, BKT) all have RT sales for at least one size of agricultural tyres in each Member State indicating that there is no reason why they could not have sales of other sizes of agricultural tyres in each Member State. Quality and price tiers – closeness of competition (113)The findings above in paragraphs (84) - (87) relating to different quality and price tiers in the OEM segment are mirrored in the RT segment. The majority of RT customers that responded to the market investigation are of the view that ČGS and Trelleborg mainly operate in two different tiers and do not consider them to be close competitors. Moreover, a majority of RT customers that responded to the market investigation indicated that if faced with a price increase for Trelleborg tyres they would switch part of their tyre purchases to Michelin or Bridgestone and that in case of price increase of ČGS's Mitas and Mitas Premium brands they would switch part of their purchases to BKT, followed by Firestone, Alliance, and Michelin (Kleber). (114)Therefore, the Commission considers that Trelleborg and ČGS are not close competitors and that any price increase by Trelleborg post-Transaction would likely to be unprofitable because most RT customers would source part of their requirements from its competitors. Competitors based outside of the EEA (115)Compared with the OEM segment, manufacturers outside the EEA have far greater market acceptance in the RT market. The combined market shares of the two main Indian suppliers (BKT and Alliance) are higher at an EEA level in the RT market compared to the OEM segment for 8 of the 10 product segments. This is particularly the case for large rear tyres where both Alliance and BKT have significantly higher shares in the RT market compared to the OEM market showing great levels of customer acceptance.

(116)Therefore, the Commission considers that there are low barriers to import agricultural tyres into the EEA and that tyre manufacturers located outside of the EEA constitute a competitive constraint on the Parties in the RT segment. New entrants (117)Continental and Pirelli have both confirmed their intention to enter the European agricultural tyre business for the RT market as well as the OEM market within the next two years. Pirelli in particular intends to initially offer it tyres in the RT segment to gain brand recognition and then try to win sales with OEMs. (118)Therefore, the Commission considers that Continental and Pirelli once active in the EEA will constitute a competitive constraint on the Parties. 5.3.2.Competitive Assessment (119)When tyre sizes are taken into account and the markets are considered nationally or regionally, the Transaction gives rise to 191 affected market segments in the RT agricultural tyre market which are analysed below, by country. The market investigation suggests that the market dynamics discussed above apply across each of these markets. (120)A majority of respondents to the market investigation indicated that the Transaction would have a positive or neutral impact on their business, the trade and prices of agricultural tyres in the EEA. A few RT customers in a number of Member States raised general concerns relating to consolidation and potential higher prices. However, they have also indicated that should Trelleborg increase prices post-Transaction, they would switch part of their purchases of agricultural tyres away from the Parties and to their competitors. (121)The Commission finds that the Transaction does not give rise to serious doubts as to its compatibility with the internal market in respect of RT agricultural tyres in any Member State. Austria (122)The Transaction gives rise to potential affected markets by value or volume in ten product segments, the highest combined share being [40-50]% by volume and [30‑40]% by value in Rear Radial XL. When considering sales across all agricultural and forestry tyre segments, BKT will have a similar market position as the merged entity post-Transaction with both having a combined share of [20-30]% by volume. The Transaction results in an increment of less than [0-5]% by value and volume in two potential markets where the effects of the Transaction can be expected to be minimal. (123)The Parties' and their competitors' shares are set out in the table below. Table 5 - Shares in Affected Market Segments in Austria, 2014 Trelleborg ČGS Combined Michelin Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Radial XL [20-30] [20-30] [20-30] [10-20] [40-50] [30-40] [20-30] [5-10] [0-5] [10-20] Rear Radial 65 [10-20] [10-20] [20-30] [10-20] [30-40] [30-40] [20-30] [5-10] [5-10] [10-20] Rear Radial 70 [10-20] [10-20] [20-30] [20-30] [40-50] [40-50] [10-20] [5-10] [5-10] [10-20] Rear Radial Standard [0-5] [0-5] [10-20] [20-30] [20-30] [20-30] [10-20] [5-10] [10-20] [20-30] Radial Trailer & Implement [0-5] [0-5] [20-30] [10-20] [20-30] [10-20] [5-10] [0-5] [20-30] [20-30] Bias Trailer & Implement [10-20] [10-20] [10-20] [10-20] [30-40] [30-40] [0-5] [5-10] [10-20] [20-30] Radial Industrial & MPT [0-5] [0-5] [20-30] [20-30] [20-30] [20-30] [20-30] [5-10] [10-20] [20-30] Bias Industrial & MPT [0-5] [0-5] [30-40] [30-40] [30-40] [30-40] [0-5] [5-10] [10-20] [20-30] Small Agro Gardening Equipment [5-10] [20-30] [5-10] [5-10] [10-20] [20-30] [0-5] [5-10] [10-20] [30-40] Front Wheels [5-10] [5-10] [10-20] [10-20] [20-30] [20-30] [0-5] [10-20] [10-20] [30-40] Source: Notifying Party estimates (124)With regard to Rear Radial XL, the Parties would have a combined share of [40‑50]% with the next largest competitor being Michelin with [20-30]%. (125)With regard to Rear Radial 65, the Parties would have a combined share of [30‑40]% with the next largest competitor again being Michelin with a share of [20-30]%. (126)With regard to Rear Radial 70, the Parties would have a combined share of [40‑50]% with the next strongest player being BKT with a share of [10-20]%. (127)With regard to Rear Radial Standard, the Parties would have a combined share of [20-30]% with BKT remaining the strongest player with a share of [20-30]%. (128)With regard to Radial Trailer & Implement, the Parties would have a combined share of [20-30]% with Alliance and BKT both being of equivalent size post-Transaction. The increment arising is limited ([0-5]%) therefore the effects of the Transaction can be expected to be minimal. (129)With regard to Bias Trailer & Implement, the Parties would have a combined share of [30-40]% with the next strongest competitor being BKT with a share of [20‑30]%.

(130)With regard to Radial Industrial and MPT, the Parties would have a combined share of [20-30]% with BKT ([20-30]%) and Michelin ([20-30]%) both remaining larger than the merged entity post-Transaction. Moreover, the increment arising as a result of the Transaction is limited ([0-5]%) therefore the effects of the Transaction can be expected to be minimal. (131)For Bias Industrial and MPT, the combined share was more than [20-30]% in 2014 but there was [sales data]; however Trelleborg did have sales in 2015 giving rise to a projected combined share of [30-40]% by value and [30-40]% by volume with a Trelleborg increment of [0-5]%. Trelleborg's sales amounted to [number of tyres]; ČGS tyre sales in this segment remained the same between 2014 and 2015 therefore it cannot be concluded that Trelleborg's sales came at the expense of ČGS sales. (132)With regard to Small Agro Gardening Equipment, the Parties would have a combined share of [10-20]% by volume and [20-30]% by value with BKT ([30‑40]%) remaining the largest player on the market post-Transaction. (133)With regard to Front Wheels, the Parties would have a combined share of [20‑30]%. BKT however will remain the largest competitor in this segment with [30-40]%, and Alliance is also a strong competitor with [10-20]%. (134)Of the seven respondents to the market investigation that reported having agricultural RT sales Austria, all reported that they considered that prices for Tier 1, Tier 2 and Tier 3 tyres would remain the same following the Transaction. All respondents considered that the Transaction would either have a neutral or positive impact on their business and on the market for agricultural tyres in the EEA. Moreover, the majority considered that the Transaction would not have an impact on the availability of agricultural tyres in the EEA and that the level of competition on the market would either remain the same or increase as a result of the Transaction. (135)Given the results of the market investigation in addition to the overall EEA market dynamics described above at paragraphs (106) - (118) , the Commission considers that the Transaction would not lead to serious doubts as to its compatibility with the internal market in any potential market in Austria. Benelux (136)The Transaction gives rise to potential affected markets by value or volume in eight product segments, the highest combined share being [30-40]% by value and volume in Rear Radial 65 and [20-30]% by volume but [40-50]% by value in small agro gardening equipment. (137)Overall, the Parties will have a combined share of [20-30]% for all agricultural and forestry RT sales in Benelux; BKT will have a similar market position with [20‑30]% and therefore continue to constraint the Parties post-Transaction. (138)The Parties' and their competitors' shares are set out in the table below. Table 6 - Shares in Affected Market Segments in Benelux, 2014 Product segment Trelleborg ČGS Combined Michelin Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Radial XL [20-30] [20-30] [10-20] [10-20] [30-40] [30-40] [30-40] [10-20] [5-10] [5-10] Rear Radial 65 [20-30] [20-30] [10-20] [10-20] [30-40] [30-40] [20-30] [5-10] [5-10] [10-20] Rear Radial 70 [20-30] [20-30] [10-20] [5-10] [30-40] [20-30] [20-30] [5-10] [5-10] [20-30] Rear Radial Standard [5-10] [10-20] [10-20] [10-20] [20-30] [20-30] [20-30] [10-20] [10-20] [20-30] Bias Trailer & Implement [5-10] [20-30] [20-30] [10-20] [30-40] [30-40] [0-5] [5-10] [10-20] [20-30] Bias Industrial & MPT [0-5] [5-10] [20-30] [20-30] [20-30] [30-40] [0-5] [0-5] [10-20] [20-30] Small Agro Gardening Equipment [10-20] [30-40] [0-5] [0-5] [20-30] [40-50] [0-5] [5-10] [10-20] [30-40] Front Wheels [0-5] [5-10] [10-20] [10-20] [10-20] [20-30] [5-10] [10-20] [10-20] [30-40] Source: Notifying Party estimates (139)With regard to Rear Radial XL, the Parties would have a combined share of [30‑40]% with the next largest competitor being Michelin with [30-40]%. (140)With regard to Rear Radial 65, the Parties would have a combined share of [30‑40]% with the next largest competitor again being Michelin with a share of [20-30]%. (141)With regard to Rear Radial 70, the Parties would have a combined share of [30‑40]% with the next strongest players being BKT with a share of [20-30]% and Michelin with a share of [20-30]%. (142)With regard to Rear Radial standard, the Parties would have a combined share of [20-30]% with BKT remaining the largest player in the market segment with [20‑30]%. (143)With regard to Bias Trailer & Implement, the Parties would have a combined share of [30-40]% with the next strongest competitor being BKT with a share of [20‑30]%. (144)With regard to Bias industrial and MPT, the Parties would have a combined share of [20-30]% with BKT remaining the largest player in the market segment with [20-30]%. (145)With regard to Small Agro Gardening Equipment, the Parties would have a combined share of [20-30]% by volume (but [40-50]% by value) with BKT remaining the largest player on the market segment by volume with [30-40]%.

(146)With regard to Front Wheels, the Parties would have a combined share of [10-20]% volume and [20-30]% by value. BKT however will remain the largest competitor in this segment with [30-40]% and Alliance is also a strong competitor with [10‑20]%. (147)Of the nine respondents to the market investigation that reported having agricultural RT sales in Belgium, Luxembourg or the Netherlands, two reported that they considered that prices for Tier 1 and Tier 2 tyres may increase as a result of the Transaction while the majority considered that prices would remain the same. Similarly, the majority of respondents considered that the Transaction would have either a neutral or even positive effect on their company and the market for agricultural tyres. The majority considered that the Transaction would not have an impact on the availability of agricultural tyres in the EEA and that the level of competition on the market would either remain the same or increase as a result of the Transaction. (148)One respondent considered that the Transaction could have a negative impact on the market because of the potential disintermediation of third party distributors for Mitas products in the Benelux as the combined entity would be able to leverage the direct distribution network of Trelleborg. The Commission does not consider this to be an anti-competitive effect of the Transaction, rather a potential distribution efficiency. (149)Of the other respondents that considered that the Transaction could result in higher prices, both responded that in the event of a 5 – 10% price increase, they would switch a sizable portion of their demand to another supplier, in particular Firestone, BKT and Alliance in response to a price increase for Mitas branded tyres and Michelin in response to a price increase for Trelleborg branded tyres. (150)Given the results of the market investigation in addition to the overall EEA market dynamics described above at paragraphs (106) - (118) , the Commission considers that the Transaction would not lead to serious doubts as to its compatibility with the internal market in any potential market in the Benelux region. Bulgaria (151)The Transaction gives rise to potential affected markets by value or volume in 8 product segments, the highest combined share being [50-60]% by volume and [70-80]% by value in Radial Trailer & Implement. The Transaction results in an increment of [0-5]% or less by value and volume in three market segments where the effects of the Transaction can be expected to be minimal. (152)The Parties' and their competitors' shares are set out in the table below. Table 7 - Shares in Affected Market Segments in Bulgaria, 2014 Trelleborg ČGS Combined Michelin Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Radial 65 [5-10] [5-10] [10-20] [10-20] [20-30] [20-30] [30-40] [20-30] [0-5] [0-5] Rear Radial 70 [0-5] [0-5] [20-30] [10-20] [30-40] [20-30] [10-20] [20-30] [5-10] [10-20] Radial Trailer & Implement [10-20] [20-30] [30-40] [40-50] [50-60] [70-80] [10-20] [10-20] [5-10] [5-10] Bias Trailer & Implement [0-5] [10-20] [30-40] [30-40] [30-40] [40-50] [0-5] [0-5] [10-20] [20-30] Radial Industrial & MPT [0-5] [0-5] [10-20] [20-30] [10-20] [20-30] [50-60] [5-10] [10-20] [10-20] Bias Industrial & MPT [0-5] [0-5] [20-30] [20-30] [20-30] [20-30] [0-5] [0-5] [10-20] [20-30] Small Agro Gardening Equipment [0-5] [0-5] [30-40] [30-40] [30-40] [30-40] [0-5] [0-5] [10-20] [30-40] Front Wheels [0-5] [0-5] [30-40] [50-60] [30-40] [50-60] [0-5] [0-5] [10-20] [30-40] Source: Notifying Party estimates (153)With regard to Rear Radial 65 the Parties would have a combined share of [20‑30]% with Michelin ([30-40]%) and Bridgestone ([20-30]%) both remaining larger than the merged entity. (154)With regard to Rear Radial 70 the Parties would have a combined share of [30‑40]% with the next strongest competitor being Bridgestone with [20-30]%. (155)With regard to Radial Trailer and Implement, the Parties would have a combined share of [50-60]% with the next strongest competitor being Michelin with [10‑20]%. This market segment consisted of sales of just [number of tyres] in 2014; with segments of this size, small increases or decreases in the volume sold can have a significant impact on shares. This can be seen for example by comparing the Parties' combined share in 2014 to 2013, which was just [10-20]%. (156)With regard to Bias Trailer and Implement, the Parties would have a combined share of [30-40]% with BKT being the next largest player with [20-30]%. (157)With regard to Radial Industrial and MPT, the Parties would have a combined share of [10-20]% by volume and [20-30]% by value with Michelin remaining the largest player on the market segment with [50-60]%. Moreover, the increment arising as a result of the Transaction is limited ([0-5]%) therefore the effects of the Transaction can be expected to be minimal. (158)With regard to Bias Industrial and MPT, the Parties would have a combined share of [20-30]% with BKT reaming approximately the same size with a share of [20‑30]%. The increment arising as a result of the Transaction is limited ([0‑5]%) therefore the effects of the Transaction can be expected to be minimal. (159)With regard to Small Agro Gardening Equipment the Parties would have a combined share of [30-40]% with BKT being the next largest player with [30‑40]%. (160)With regard to Front Wheels, the Parties would have a combined share of [30-40]% by volume ([50-60]% by value) with the next largest player being BKT with [30‑40]%. The increment however is limited ([0-5]%) therefore the effects of the Transaction can be expected to be minimal. (161)Of the four respondents to the market investigation that reported having agricultural RT sales in Bulgaria, two expect that prices for Tier 1, Tier 2 and Tier 3 tyres will remain the same following the Transaction with another expecting prices to decrease. Similarly, all respondents considered that the Transaction would have either a neutral or positive effect on their company and the market for agricultural tyres. The majority considered that the Transaction would not have an impact on the availability of agricultural tyres in the EEA and none considered that the level of competition on the market would decrease as a result of the Transaction.

(162)Given these factors in addition to the overall EEA market dynamics described above at paragraphs (106) - (118) , the Commission considers that the Transaction would not lead to serious doubts as to its compatibility with the internal market in any potential market in Bulgaria. Croatia (163)The Transaction gives rise to potential affected markets by value or volume in four product segments, the highest combined share being [20-30]% by volume and [30‑40]% by value in bias industrial and MPT. (164)The Parties' and their competitors' shares are set out in the table below. Table 8 - Shares in Affected Market Segments in Croatia, 2014 Product segment Trelleborg ČGS Combined Michelin Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Radial XL [0-5] [0-5] [20-30] [20-30] [20-30] [20-30] [10-20] [5-10] [20-30] [20-30] Bias Trailer & Implement [0-5] [0-5] [30-40] [30-40] [30-40] [30-40] [0-5] [0-5] [10-20] [20-30] Bias Industrial & MPT [0-5] [0-5] [20-30] [30-40] [20-30] [30-40] [0-5] [0-5] [10-20] [20-30] Small Agro Gardening Equipment [0-5] [0-5] [20-30] [30-40] [20-30] [30-40] [0-5] [0-5] [10-20] [30-40] Source: Notifying Party estimates (165)For Rear Radial XL, Bias Trailer & Implement, and Small Agro Gardening Equipment, the Parties' combined share was more than [20-30]% in 2014 but there was [sales data]; however Trelleborg did have sales in 2015 in these three segments. (166)For Rear Radial XL in 2015, the Parties' projected combined share was [70-80]% by volume ([80-90]% by value) with an increment of [0-5]% for Trelleborg. This however is a small market ([number of tyres] were sold in total) and Trelleborg in fact sold just [number of tyres]. ČGS's tyre sales in this segment in this segment increased between 2014 and 2015 therefore it cannot be concluded that Trelleborg's sales came at the expense of ČGS sales. (167)For Bias Trailer & Implement in 2015, the Parties' projected combined share was [30-40]% by volume ([40-50]% by value) with an increment of [0-5]% for Trelleborg. Trelleborg's sales in 2015 amounted to just [number of tyres]. ČGS's sales in this segment decreased from 2014 to 2015 but given the results of the market investigation regarding switching between the two brands, it cannot be assumed that Trelleborg's minimal sales were at the expense of ČGS sales. (168)For Bias Industrial & MPT in 2014, the Parties would have a combined share of [20-30]% with BKT being the next largest player on the market segment with [20‑30]%. The increment however is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (169)For Small Agro Gardening Equipment in 2015, the Parties projected combined share was [20-30]% by volume ([30-40]% by value) with an increment of [0-5]% for Trelleborg which equates to [number of tyres]. ČGS tyre sales in this segment remained the same between 2014 and 2015 therefore it cannot be concluded that Trelleborg's sales came at the expense of ČGS sales. (170)Given the limited overlaps between the Parties and the overall EEA market dynamics described above at paragraphs (106) - (118) , the Commission considers that the Transaction would not lead to serious doubts as to its compatibility with the internal market in any potential market in Croatia. Czech Republic (171)The Transaction gives rise to potential affected markets by value or volume in 12 product segments, the highest combined share being [60-70]% by volume and [50-60]% by value in rear bias forestry. (172)ČGS is a Czech company and therefore has a strong historical position in many segments. Trelleborg however has a limited market position with a total share of just [0-5]% across all agricultural and forestry RT sales, with the Transaction resulting in an increment of [0-5]% or less by value and volume in six markets. (173)The Parties' and their competitors' shares are set out in the table below. Table 9 - Shares in Affected Market Segments in Czech Republic, 2014 Product segment Trelleborg ČGS Combined Michelin Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Radial XL [10-20] [10-20] [20-30] [20-30] [40-50] [30-40] [10-20] [20-30] [5-10] [5-10] Rear Radial 65 [5-10] [10-20] [40-50] [40-50] [50-60] [50-60] [10-20] [10-20] [5-10] [5-10] Rear Radial 70 [0-5] [5-10] [40-50] [30-40] [40-50] [30-40] [10-20] [10-20] [10-20] [10-20] Rear Radial Standard [0-5] [0-5] [40-50] [40-50] [40-50] [40-50] [10-20] [0-5] [20-30] [10-20] Rear Narrow [0-5] [0-5] [20-30] [20-30] [20-30] [20-30] [50-60] [0-5] [0-5] [10-20] Radial Trailer and Implement [5-10] [5-10] [30-40] [20-30] [30-40] [30-40] [30-40] [0-5] [5-10] [5-10] Bias Trailer and Implement [0-5] [0-5] [40-50] [40-50] [40-50] [40-50] [0-5] [0-5] [10-20] [20-30] Radial Industrial and MPT [0-5] [0-5] [30-40] [30-40] [30-40] [30-40] [30-40] [0-5] [20-30] [5-10] Bias Industrial and MPT [0-5] [0-5] [30-40] [30-40] [30-40] [30-40] [0-5] [0-5] [10-20] [20-30] Small Agro Gardening Equipment [10-20] [10-20] [20-30] [20-30] [30-40] [30-40] [0-5] [0-5] [10-20] [30-40] Front Wheels [0-5] [0-5] [30-40] [50-60] [40-50] [50-60] [0-5] [0-5] [10-20] [30-40] Trelleborg ČGS Combined Nokian Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Bias Forestry [5-10] [10-20] [50-60] [30-40] [60-70] [50-60] [10-20] [0-5] [10-20] [0-5] Source: Notifying Party estimates

(174)With regard to rear radial XL, the Parties would have a combined share of [40‑50]%, the next strongest competitor being Bridgestone with [20-30]%. (175)With regard to Rear Radial 65, the Parties would have a combined share of [50‑60]% with the next strongest competitor being Bridgestone with [10-20]%. (176)With regard to Rear Radial 70, the Parties would have a combined share of [40‑50]% with the next strongest players being Bridgestone and Michelin, each with [10-20]%. (177)With regard to Rear Radial Standard, the Parties would have a combined share of [40-50]% with the next largest player being Alliance with [20-30]%. The increment however is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (178)With regard to Rear Narrow, the Parties would have a combined share of [20-30]% with Michelin remaining market leader with [50-60]%. The increment however is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (179)With regard to Radial Trailer & Implement, the Parties would have a combined share of [30-40]% with the next largest player being Michelin with [30-40]%. (180)With regard to Bias Trailer & Implement, the Parties would have a combined share of [40-50]% with BKT the next largest competitor with [20-30]%. The increment however is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (181)With regard to Radial Industrial & MPT the Parties would have a combined share of [30-40]% with Michelin having a similar market position of [30-40]%. The increment however is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (182)With regard to Bias Industrial & MPT the Parties would have a combined share of [30-40]% with BKT the next largest competitor with [20-30]%. The increment however is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (183)With regard to small agro gardening equipment, the Parties would have a combined share of [30-40]% with the next strongest competitor being BKT with [30-40]%. (184)With regard to Front wheels the Parties would have a combined share of [40-50]% with BKT the next largest competitor with [30-40]%. The increment however is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (185)With regard to rear bias forestry, the Parties would have a combined share of [60‑70]% with Nokian having a share of [10-20]%. As described above at para (80) , Nokian is by far the clear market leader with regard to forestry tyres in the EEA and can therefore be expected to constrain the merged entity post-Transaction despite the high national shares in the Czech Republic. (186)Of the seven respondents to the market investigation that reported having agricultural RT sales in the Czech Republic, all considered that the Transaction would have either a neutral or even positive effect on their company or the market for agricultural tyres. None expected prices to rise for agricultural tyres as a result of the Transaction. No respondents considered that the Transaction would have a negative impact on the availability of agricultural tyres in the EEA or that the level of competition on the market would decrease as a result of the Transaction. (187)As a result of these factors as well as the overall EEA-wide market dynamics described further above at paragraphs (106) - (118) , the Commission considers that the Transaction would not lead to serious doubts as to its compatibility with the internal market in any market in the Czech Republic. Denmark (188)The Transaction gives rise to potential affected markets by value or volume in 4 product segments, the highest combined share being [50-60]% by volume and [40-50]% by value in rear bias forestry. The Parties combined share across all agricultural and forest RT segments is around [20-30]%, which is similar to BKT and Alliance which both have a [20-30]% share in Denmark. (189)The Parties' and their competitors' shares are set out in the table below. Table 10 - Shares in Affected Market Segments in Denmark, 2014 Product segment Trelleborg ČGS Combined Michelin Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Bias Trailer & Implement [10-20] [60-70] [5-10] [5-10] [20-30] [70-80] [0-5] [5-10] [10-20] [20-30] Bias Industrial & MPT [0-5] [0-5] [10-20] [20-30] [10-20] [20-30] [0-5] [0-5] [10-20] [20-30] Small Agro Gardening Equipment [30-40] [30-40] [0-5] [0-5] [30-40] [30-40] [0-5] [0-5] [10-20] [30-40] Trelleborg ČGS Combined Nokian Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Bias Forestry [30-40] [40-50] [10-20] [0-5] [50-60] [40-50] [10-20] [0-5] [20-30] [0-5] Source: Notifying Party estimates

(190)With regard to Bias Trailer & Implement, the Parties would have a combined share of [20-30]% ([70-80]% by value) with the next largest player being BKT with [20‑30]%. (191)For Bias industrial and MPT, the Parties' combined share was more than [20-30]% in 2014 but there was [sales data]; however Trelleborg did have sales in 2015 in this segment. In 2015 the Parties' projected combined share was [10-20]% by volume ([30-40]% by value) with a Trelleborg increment of [0-5]%. ČGS tyre sales in this segment remained the same between 2014 and 2015 therefore it can be concluded that Trelleborg's sales did not come at the expense of ČGS sales. (192)With regard to small agro gardening equipment, the Parties combined share was [30-40]% with BKT being the next largest player with [30-40]%. The increment is just [0-5]% for ČGS and the effects of the Transaction can therefore be expected to be limited. (193)With regard to rear bias forestry, the Parties would have a combined share of [50‑60]% with the next strongest competitor being Alliance with [20-30]%. As described above at para (80) , Nokian is by far the clear market leader with regard to forestry tyres in the EEA and can therefore be expected to constrain the merged entity post-Transaction, along with other players such as Alliance, despite the high national shares in Denmark. (194)Given the limited overlaps between the Parties as well as the overall EEA-wide market dynamics described above at paragraphs (106) - (118) , the Commission considers that the Transaction would not lead to serious doubts as to its compatibility with the internal market in any market in Denmark. Estonia (195)The Transaction gives rise to potential affected markets by value or volume in eight product segments, the highest combined share being [60-70]% by volume and [50‑60]% by value in Rear Radial 65. The Transaction results in an increment of less than [0-5]% by value and volume in three potential markets where the effects of the Transaction can be expected to be minimal. (196)The Parties' and their competitors' shares are set out in the table below. Table 11 - Shares in Affected Market Segments in Estonia, 2014 Product segment Trelleborg ČGS Combined Michelin Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Radial XL [10-20] [10-20] [30-40] [20-30] [40-50] [30-40] [20-30] [10-20] [0-5] [10-20] Rear Radial 65 [5-10] [5-10] [50-60] [50-60] [60-70] [50-60] [5-10] [5-10] [5-10] [10-20] Rear Radial 70 [5-10] [5-10] [30-40] [20-30] [40-50] [30-40] [0-5] [10-20] [10-20] [20-30] Rear Radial Standard [0-5] [0-5] [30-40] [20-30] [30-40] [20-30] [0-5] [5-10] [10-20] [20-30] Rear Narrow [0-5] [0-5] [30-40] [40-50] [30-40] [40-50] [5-10] [0-5] [20-30] [20-30] Bias Trailer & Implement [0-5] [0-5] [30-40] [30-40] [30-40] [30-40] [0-5] [5-10] [10-20] [20-30] Radial Industrial & MPT [0-5] [0-5] [20-30] [20-30] [20-30] [20-30] [20-30] [20-30] [20-30] [0-5] Small Agro Gardening Equipment [20-30] [20-30] [5-10] [10-20] [30-40] [30-40] [0-5] [0-5] [10-20] [30-40] Source: Notifying Party estimates (197)With regard to rear Radial XL, the Parties would have a combined share of [40‑50]% with the next strongest competitor being Michelin with [20-30]%. (198)With regard to rear Radial 65, the Parties would have a combined share of [60‑70]% with the next strongest competitor being BKT with [10-20]%. In 2014, this market constituted just [number of tyres] and [number of tyres] in 2015. With segments of this size, small increases or decreases in the volume sold can have a significant impact on shares. (199)With regard to rear Radial 70, the Parties would have a combined share of [40‑50]% with the next strongest competitor being BKT with [20-30]%. (200)With regard to Rear Radial Standard the Parties would have a combined share of [30-40]% with the next strongest competitor being BKT with [20-30]%. The increment however is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (201)For Rear narrow, the Parties' combined share was more than [20-30]% in 2014 but there was [sales data]; however Trelleborg did have sales in 2015 in this segment. In 2015 the Parties' projected combined share was [40-50]% by volume ([40-50]% by value) with a Trelleborg increment of [5-10]% which equated to [number of tyres]. ČGS tyre sales in this segment remained the same between 2014 and 2015 therefore it can be concluded that Trelleborg's sales did not come at the expense of ČGS sales. (202)With regard to Bias Trailer & Implement the Parties would have a combined share of [30-40]% with the next strongest competitor being BKT with [20-30]%. The increment however is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (203)With regard to Radial Industrial & MPT the Parties would have a combined share of [20-30]% with the next strongest competitor being Michelin and Bridgestone being a similar size (both [20-30]%) and Alliance the slight market leader with [20‑30]%. The increment is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (204)With regard to Small Agro Gardening Equipment, the Parties would have a combined share of [30-40]% by BKT being the next largest player with [30-40]%. (205)As noted above at paragraphs (35) - (37) , the market investigation confirmed the Notifying Party's submission that regional markets may exist. In particular, when considering the Baltic region (Estonia, Latvia, Lithuania), the shares for each of these segments are more modest and described below.

(206)Of the limited responses to the market investigation the Commission received from companies that recorded having agricultural RT sales in Estonia, all considered that the Transaction would either be neutral or positive on their company and the market for agricultural tyres. None expected the Transaction to have an impact on the availability of agricultural tyres in Estonia. Despite the positive / neutral outlook with regard to the Transaction, one respondent to the market investigation stated that they expected a price increase in Tier 2 tyres as a result of the Transaction. This respondent also noted however that in response to a 5 – 10% price increase, it would switch away material portion of its purchases, identifying 6 other potential suppliers. (207)As a result of these factors as well as the overall EEA-wide market dynamics described further above at paragraphs (106) - (118) , the Commission considers that the Transaction would not lead to serious doubts as to its compatibility with the internal market in any market in Estonia, despite high share in some segments. Finland (208)The Transaction gives rise to potential affected markets by value or volume in nine product segments, the highest combined shares being [50-60]% by volume and [40‑50]% by value in Rear Narrow and [30-40]% by volume and [70-80]% by value for Small Agro Gardening Equipment. The Transaction results in an increment of less than [0-5]% by value and volume in four potential markets where the effects of the Transaction can be expected to be minimal. (209)The Parties' and their competitors' shares are set out in the table below. Table 12 - Shares in Affected Market Segments in Finland, 2014 Product segment Trelleborg ČGS Combined Michelin Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Radial XL [10-20] [10-20] [20-30] [10-20] [30-40] [30-40] [10-20] [5-10] [0-5] [10-20] Rear Radial 65 [5-10] [5-10] [20-30] [20-30] [30-40] [30-40] [0-5] [0-5] [10-20] [20-30] Rear Radial 70 [0-5] [0-5] [30-40] [20-30] [30-40] [30-40] [0-5] [0-5] [10-20] [10-20] Rear Radial Standard [0-5] [0-5] [30-40] [20-30] [30-40] [20-30] [0-5] [5-10] [5-10] [20-30] Rear Narrow [5-10] [5-10] [40-50] [30-40] [50-60] [40-50] [40-50] [0-5] [0-5] [0-5] Radial Trailer & Implement [0-5] [0-5] [20-30] [30-40] [20-30] [30-40] [0-5] [0-5] [0-5] [0-5] Bias Trailer and Implement [10-20] [20-30] [10-20] [10-20] [30-40] [40-50] [0-5] [5-10] [10-20] [20-30] Bias Industrial and MPT [0-5] [0-5] [30-40] [30-40] [30-40] [30-40] [0-5] [0-5] [10-20] [20-30] Small Agro Gardening Equipment [20-30] [50-60] [10-20] [10-20] [30-40] [70-80] [0-5] [0-5] [10-20] [30-40] Source: Notifying Party estimates (210)With regard to rear Radial XL, the Parties would have a combined share of [30‑40]% with the next strongest competitors being Michelin and BKT with [10‑20]%. (211)With regard to rear Radial 65, the Parties would have a combined share of [30‑40]% with the next strongest competitor being BKT with [20-30]%. (212)With regard to rear Radial 70, the Parties would have a combined share of [30‑40]% with the next strongest competitor being BKT with [10-20]%. The increment is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (213)With regard to Rear Radial Standard the Parties would have a combined share of [30-40]% with the next strongest competitor being BKT with [20-30]%. The increment is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (214)With regard to rear Radial narrow, the Parties would have a combined share of [50‑60]% with the next strongest competitor being Michelin with [40-50]%. In 2014, this market constituted just [number of tyres]. With market segments of this size, small increases or decreases in the volume sold can have a significant impact on shares. This can be seen for example by comparing the Parties' combined share in 2014 to 2012, which was just [10-20]%. (215)With regard to Radial Trailer & Implement, the Parties would have a combined share of [20-30]% with the next strongest competitor being Nokian with [40-50]%. The increment is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (216)With regard to Bias Trailer & Implement, the Parties would have a combined share of [30-40]% with BKT the next largest player with [20-30]%. (217)With regard to Bias Industrial & MPT, the Parties would have a combined share of [30-40]% with the next strongest competitor being BKT with [20-30]%. The increment is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (218)With regard to Small Agro Gardening Equipment, the Parties would have a combined share of [30-40]% by volume (and [70-80]% by value) with the next largest player being BKT with [30-40]%. (219)Of the seven respondents to the market investigation that reported having agricultural RT sales in Finland, all considered that the Transaction would either be neutral or positive on their company and the market for agricultural tyres. None expected the Transaction to have an impact on the availability of agricultural tyres in Finland, and the majority considered that the intensity of competition would remain the same post-Transaction. Despite the positive / neutral outlook with regard to the Transaction, one respondent to the market investigation stated that they expected a price increase for Tier 2 tyres as a result of the Transaction. This respondent also noted however that in response to a 5 – 10% price increase, it would switch away material portion of its purchases, identifying 6 other potential suppliers. (220)Given these results to the market investigation as well as the overall EEA-wide market dynamics described further above at paragraphs (106) - (118) , the Commission considers that the Transaction would not lead to serious doubts as to its compatibility with the internal market in any market in Finland. France

(221)The Transaction gives rise to potential affected markets by value or volume in seven product segments, the highest combined shares being [30-40]% by volume and [30-40]% by value in Rear Radial XL and [10-20]% by volume and [40-50]% by value in small agro gardening equipment. (222)As a French company, Michelin has a strong market position in France holding a [20-30]% share for all RT agricultural and forestry tyres combined, compared to the Parties' combined share of [10-20]%. It can therefore be expected that Michelin would place a significant constraint on the merged entity post-Transaction. (223)The Parties' and their competitors' shares are set out in the table below. Table 13 - Shares in Affected Market Segments in France, 2014 Product segment Trelleborg ČGS Combined Michelin Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Radial XL [20-30] [20-30] [10-20] [5-10] [30-40] [30-40] [30-40] [10-20] [0-5] [5-10] Rear Radial 65 [10-20] [20-30] [5-10] [5-10] [20-30] [20-30] [30-40] [10-20] [5-10] [5-10] Rear Radial 70 [10-20] [10-20] [5-10] [5-10] [20-30] [20-30] [40-50] [10-20] [0-5] [5-10] Rear Radial Standard [10-20] [10-20] [5-10] [5-10] [10-20] [20-30] [30-40] [10-20] [5-10] [5-10] Bias Trailer & Implement [10-20] [10-20] [10-20] [10-20] [20-30] [20-30] [0-5] [10-20] [10-20] [20-30] Small Agro Gardening Equipment [10-20] [30-40] [0-5] [5-10] [10-20] [40-50] [0-5] [5-10] [10-20] [30-40] Trelleborg ČGS Combined Nokian Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Rear Bias Forestry [10-20] [20-30] [0-5] [0-5] [10-20] [20-30] [30-40] [5-10] [10-20] [10-20] Source: Notifying Party estimates (224)With regard to rear Radial XL, the Parties would have a combined share of [30‑40]% with the next strongest competitor being Michelin with [30-40]%. (225)With regard to rear Radial 65, the Parties would have a combined share of [20‑30]% with Michelin remaining the largest player on the market with a share of [30-40]%. (226)With regard to rear Radial 70, the Parties would have a combined share of [20‑30]% with Michelin remaining the largest player on the market with a share of [40-50]%. (227)With regard to Rear Radial Standard, the Parties would have a combined share of [10-20]% by volume and [20-30]% by value with Michelin remaining the largest player on the market post-Transaction with [30-40]%. (228)With regard to Bias Trailer & Implement, the Parties would have a combined share of [20-30]% with the next strongest competitor being BKT with [20-30]%. (229)With regard to Small Agro Gardening Equipment, the Parties would have a combined share of [10-20]% by volume and [40-50]% by value with BKT remaining the largest player on the market post-Transaction with [30-40]%. (230)With regard to Rear Bias Forestry, the Parties combined share was [10-20]% by volume and [20-30]% by value with Nokian remaining the largest player on the market post-Transaction with [30-40]%. The increment is just [0-5]% for ČGS and the effects of the Transaction can therefore be expected to be limited. (231)Of the 10 responses to the market investigation the Commission received which reported having agricultural RT sales in France, all considered that the Transaction would either be neutral or positive on their company and the market for agricultural tyres. None expected the Transaction to have an impact on the availability of agricultural tyres in France. One respondent to the market investigation stated that they expected a price increase for tyres in Tiers 1 and 2 as a result of the Transaction. This respondent also noted however that in the event of a 5 – 10% price increase, it would switch away material portion of its purchases, in response to an increase in Mitas branded tyres it would switch to BKT and Alliance and in response to an increase in Trelleborg branded tyres it would switch to Michelin, Firestone and Titan/Goodyear. (232)As a result of these factors as well as the overall EEA-wide market dynamics described further above at paragraphs (106) - (118) , the Commission considers that the Transaction would not lead to serious doubts as to its compatibility with the internal market in any market in France. Germany (233)The Transaction gives rise to potential affected markets by value or volume in 9 product segments, the highest combined share being [30-40]% by volume and [40-50]% by value in Bias Industrial and MPT. The Transaction results in an increment of [0-5]% or less by value and volume in three potential markets where the effects of the Transaction can be expected to be minimal. (234)For RT sales across all agricultural and forestry tyres in Germany, BKT has a strong market position with a share of [20-30]%, compared to the Parties' combined share of [20-30]%. (235)The Parties' and their competitors' shares are set out in the table below. Table 14 - Shares in Affected Market Segments in Germany, 2014

Product segment Trelleborg ČGS Combined Michelin Bridgestone Alliance Group BKT Vol (%) Val (%) Vol (%) Val (%) Vol (%) Val (%) Vol (%) Vol (%) Vol (%) Vol (%) Radial XL [20-30] [20-30] [10-20] [10-20] [30-40] [30-40] [20-30] [5-10] [0-5] [10-20] Rear Radial 65 [10-20] [10-20] [10-20] [10-20] [30-40] [20-30] [20-30] [5-10] [0-5] [10-20] Rear Radial 70 [10-20] [10-20] [10-20] [10-20] [20-30] [20-30] [20-30] [5-10] [0-5] [20-30] Rear Radial Standard [0-5] [0-5] [10-20] [10-20] [20-30] [20-30] [20-30] [5-10] [5-10] [30-40] Bias Trailer & Implement [10-20] [20-30] [5-10] [10-20] [20-30] [30-40] [0-5] [10-20] [10-20] [20-30] Radial Industrial & MPT [0-5] [0-5] [10-20] [20-30] [10-20] [20-30] [30-40] [5-10] [5-10] [20-30] Bias Industrial & MPT [0-5] [0-5] [30-40] [40-50] [30-40] [40-50] [0-5] [0-5] [10-20] [20-30] Small Agro Gardening Equipment [10-20] [30-40] [5-10] [5-10] [10-20] [30-40] [0-5] [5-10] [10-20] [30-40] Front Wheels [0-5] [0-5] [20-30] [20-30] [20-30] [20-30] [0-5] [5-10] [10-20] [30-40] Source: Notifying Party estimates (236)With regard to rear Radial XL, the Parties would have a combined share of [30‑40]% with the next strongest competitor being Michelin with [20-30]%. (237)With regard to rear Radial 65, the Parties would have a combined share of [30‑40]% with the next strongest competitor being Michelin with [20-30]%. (238)With regard to rear Radial 70, the Parties would have a combined share of [20‑30]% with Michelin remaining the largest player on the market with a share of [20-30]%. (239)With regard to rear radial standard, the Parties would have a combined share of [20-30]% with Michelin ([20-30]%) and BKT ([30-40]%) remaining larger than merged entity. (240)With regard to Bias Trailer & Implement, the Parties would have a combined share of [20-30]% with the next largest player being BKT with [20-30]%. (241)With regard to Radial Industrial & MPT, the Parties would have a combined share of [10-20]% by volume and [20-30]% by value with Michelin ([30-40]%) and BKT ([20-30]%) both remaining larger than the merged entity post-Transaction. Moreover, the increment is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (242)With regard to Bias Industrial & MPT, the Parties would have a combined share of [30-40]% with the next largest player being BKT with [20-30]%. The increment is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (243)With regard to small agro gardening equipment, the Parties would have a combined share of [10-20]% by volume and [30-40]% by value with BKT remaining a larger player post-Transaction with [30-40]%. (244)With regard to Front wheels, the Parties would have a combined share of [20-30]% with BKT remaining the largest player on the market with [30-40]%. The increment is just [0-5]% and the effects of the Transaction can therefore be expected to be limited. (245)Of the 15 respondents to the market investigation that reported having agricultural RT sales in Germany, two reported that they considered that prices for Tier 1 and Tier 2 tyres would increase as a result of the Transaction while the majority considered that prices would remain the same, or decrease. Similarly, the majority of respondents considered that the Transaction would have either a neutral or positive effect on their company and the market for agricultural tyres and that the level of competition in Germany would either remain the same or increase post-Transaction. (246)Of the two respondents that considered that the Transaction would result in higher prices, both responded that in the event of a 5 – 10% price increase, they would switch a sizable portion of their demand to another supplier; in particular Firestone, BKT and Alliance in response to a price increase for Mitas branded tyres and Michelin in response to a price increase for Trelleborg branded tyres. (247)As a result of these factors as well as the overall EEA-wide market dynamics described further above at paragraphs (106) - (118) , the Commission considers that the Transaction would not lead to serious doubts as to its compatibility with the internal market in any market in Germany. Greece (248)The Transaction gives rise to potential affected markets by value or volume in seven product segments, the highest combined share being [30-40]% by volume and [60-70]% by value in Rear Radial 65. The Transaction results in an increment of less than [0-5]% by v