Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229-91111. Fax: +32 229- 64301. E -mail: COMP -MERG ER -REGISTRY@ec.europa.eu.   EUROPEAN COMMISSION  
Brussels, 30.09.2020 
C(2020)  6818 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M. 9798 – BorgWarne r/De lphi  Technologies  
Commission decision purs uant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Are a2 
Dear Sir or Madam,  
(1) On 26 August 2020, the European Commission received the notification of a 
proposed concentration pursuant to Articl e 4 of the Merger Regulation by which  
BorgWarner  Inc. (“BorgWarner”  or “Notifying Party” , United States of America ) 
acquires sole control of the whole of Delphi Technologies PLC (“Delphi” , United 
Kingdom  (Jersey) )3 within the meaning of Article 3(1)(b) of the Merger Regulation 
(the “Transaction”). BorgWarner and Delphi are together  designated hereinafter as 
the “Parties”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “ Merger Regulation ”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( “TFEU ”) has introduced certain changes, such as the replacement of  
“Commu nity” by “Union ” and “common market ” by “internal market ”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the “EEA Agreement”).  
3  Publication in the Official Journal of the European Union No C 291 , 2.9.2020 , p. 7. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulatio n (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […]. Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 1. THE PARTIES  
(2) BorgWarner manufactures products that help improve vehicle performance, 
propulsion efficiency, stability and air quality. Bor gWarner operates through two 
business segments: engine and drivetrain.  
(3) Delphi manufactures vehicle propulsion systems that optimi se engine performance, 
increase vehicle efficiency, reduce emissions, improve driving performance and 
support increasing electr ification of vehicles.  
2. THE CONCENTRATION  
(4) The concentration is accomplished by way of purchase of shares.  On 
28 January  2020, Delphi and BorgWarner entered into a Transaction Agreement (the 
“Transaction Agreement”). Pursuant to the terms of the Transaction Agreement, 
Delphi shareholders will receive, in exchange for each ordinary share of Delphi, 
0.4534 shares of common stock of BorgWarner and cash in lieu of any fractional 
shares of BorgWarner common stock. Following completion of the Transaction, 
current B orgWarner shareholders are expected to own approximately 84% of 
BorgWarner, while current Delphi shareholders are expected to own approximately 
16%. Immediately following closing, Delphi will be indirectly owned and solely 
controlled by BorgWarner,4 within  the meaning of Article 3(1)(b) of the EUMR.5 
3. EU DIMENS ION  
(5) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 ,000 million6 (BorgWarner: EUR 9,082 million; Delphi: EUR 4 ,113 
million ). Each of them has a n EU-wide turno ver in excess of EUR 250 million  
(BorgWarner EUR […] million; Delphi EUR […] million) , but they do not achieve 
more than two -thirds of their aggregate EU -wide turnover within one and the same 
Member State.7 The notified operation therefore has an EU dimens io n.  
4. COM PE TI TI VE ASSE SSM E N T 
(6) BorgWarner  and Delphi are both active with respect to the sale of automotive 
components for light vehicles (“ LVs”). Their  activities overlap horizontally as 
regards  variable camshaft timing (“VCTs”)  for LV in the original equip ment 
manufacturer /original eq uipment supplier   (“OEM /OES ”) channel , ignition coils  for 
LV in the OEM/OES  and the independent aftermarket (“ IAM”) channels, exhaust 
gas recirculation (“EGR”) valves  for LV in the IAM channel , inverters  for LV in the 
OEM/OES  channel , glow plugs  for LV in the IAM channel and glow plug control 
                                                 
4  Following the Transaction, BorgWarner will remain a publicly listed company, and its common stock will 
remain widely dis persed among all shareholders. No shareholders, including the former Delphi 
shareholders, will c ontrol BorgWarner post -closing.  In particular, the Parties have confirm ed that Delphi 
shareholders will not retain any veto rights post -Transaction that could confer joint control over the 
merged entity  (see reply to question 1 of RFI 7).  
5  Form CO, paragraph 8.  
6  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
7  See Form CO, Annex  4.  
 
 
3 modules (“GPCMs”)  for LV in the IAM channel . In respect of those overlaps , the 
proposed transaction gives rise to affected markets only for the sale of VCTs  for LV 
in the OEM/OES channel , ignition coils  for LV in the OEM/OES and IAM channels , 
EGR valves  for LV in the IAM channel , and glow plugs  for LV  in the IAM channel .8 
These horizontally affected markets will be examined in Section 4.2. 
(7) There is a vertical rela tionship between the Parties with respect to BorgWarner’s 
OEM/OES sale s of (i) Inlet Metering Valves (“IMV”) for LVs to Delphi in the EEA 
for pass -through resale by Delphi’s aftermarket division; and (ii) IMVs for LVs to 
Delphi for OEM/OES  use in India.9 BorgWarner also sells IMVs for heavy 
commercial vehicles (“ HCVs”)  to other customers in the EEA for OEM/OES  use 
and Delphi purchases HCV IMVs from other suppliers for incorporation into its 
diesel common rail systems  (“DCRS ”). Accordingly , there is also a potential vertical 
relationship  between BorgWarner’s sale of HCV IMVs and Delphi’s DCRSs  in that 
respect . However, none of these vertical relationshi ps give rise to affected markets10 
and, hence , they will not be discussed further in this decision.11  
(8) Finally , a potential vertical relationship arises in those remaining instances where 
one party is active in the manufacture and sale of a product and the other is active in 
the purchase and resale of that same product  in the IAM channel . In particular , 
Delphi pur chases EGR valves  for LV , glo w plugs  for LV , GPCMs for LV and 
ignition coils for LV, all for resale to customers of its Aftermarket Division. Today, 
BorgWarner manufactures and sells each of these parts to its own IAM customers 
and it could theoretically b egin selling such parts to Delphi for resale by the latter to 
its IAM customers.12 These potential vertical relationships will be examined in 
Section 4.3.  
                                                 
8  In 2019, in the market of LV  G PCMs for the IAM channel, the Parties’ activities overlapped in the 
following Member States: Austria, Belgium, Czech Republic, Estonia, Finland , France, Greece, Ireland, 
Italy, Netherlands, Spain, Sweden, United Kingdom , with combined market shares below [10 -20]% in 
terms of value of sales at national and EEA level (Form CO, Annex  6.2). In 2019, in the market for LV  
inverters for the OEM/OES chan nel, the Parties combined market share was of [0 -5]% at worldwide level 
and [10 -20]% at EEA level in terms of value of sales (Form CO, tables 15 and 16).   
9  Delphi buys IMVs from BorgWarner in the EEA that are used for aftermarket repair and replacements  
given that Delphi previously used BorgWarner’s IMV s for their fuel pump production and also buys 
IMV s in India for production of fuel pumps that are installed on older diesel engine models that still 
satisfy local CO2 pollution legislation (unlike in the EEA)  (Form CO, paragraph 89(b)).  BorgWarner 
entered IMV  production in 2006, when it acquired the Fluid Power Division of Eaton Corporation in 
Monaco, consisting of Eaton’s transmission and engine controls product lines.  BorgWarner’s IMV 
business supplies t he same […]  OEM/OES customers today that it supplied at the time of the 2006 
acquisition ( […]). […] (Form CO, paragraphs 278 and 279).  
10  In the market (i ) for IMV in the OEM/OES segment in 2019, BorgWarner’s market share was of [0 -5]% 
for HCV  and [0 -5]% for LV in the EEA, and [5-10]% for HCV (most of which is generated in […] and 
[…]) and [0 -5]% for LV worldwide (ii) for DCRS in 2019, Delphi’s market share was [20 -30]% for HCV 
and [20 -30]% for LV  in the EEA, and [10 -20]% for HCV and [10 -20]% for LV worldwi de (Form CO, 
paragraphs 277 to 282).  
11  The Transaction also gives rise to the following potential future  vertical relationships between the Parties 
[…]. None of these potential future vertical relationships gives rise to affected markets and, hence, they 
will not be further discussed in this decision.  
12  Form CO, paragraph 283  and reply to question 1(a) of RFI 6.  
 
 
4 4.1. Market definition  
4.1.1. Automotive parts and components in general  
4.1.1.1. Product mark et definitio n  
(9) The Commission has consistently defined the relevant product market for the 
manufacture and supply of automotive components on a product -by-product basis,13 
and has left open whether there may be wider market s comprising automotive 
components, modules and systems, or separate markets for “components” and 
“modules”.14 The Commission has also segment ed the automotive components 
markets  (a) depending on the type of vehicle for which the product is supplied , 
i.e., LVs or HCVs, respectively );15 and (b ) depending on the distribution channel to 
which the product is supplied , i.e., parts and components sold to OEM/OES s and the 
IAM, respectively .16   
(10) The product market definition regarding VCTs, ignition coils, EGR valves, and glow 
plugs will be discussed i n the sections below.  
4.1.1.2. Geographic market  definitio n  
(11) In previous decisions, the Commission has found the geographic scope of the market 
for the sale of automotive components to OEM /OES s to be at least EEA -wide, and 
possibly worldwide, but has left open the precise definition.17 The Notifying Party  
consider s these markets to be worldwide in scope  since most OEM /OES s source 
their needs of automotive components at global level and require suppliers able to 
serve their global operations to achieve cost savings. Ho wever, the Notifying Party  
also provide s data and analysis on an EEA -wide basis.18 
(12) Respondents to the Commission’s market investigation did not raise any specificity 
with regard to the geographic market scope  of those OEM/OES components affected 
by the pres ent Transaction.19 
(13) For the purpose s of this decision, the exact geographic  market definition for the sale 
of automotive components in the OEM /OES  channel , including VCTs and ignition 
                                                 
13  Commission decision of 1 2 March 2015 in Case No. COMP/M.7420 - ZF/TRW, paragraph 9; 
Commission decision of 6 February 2013 in Case No. COMP/M. 6714 U -Shin/V aleo CAM, paragraph 6 .  
14  The term “modules” refers to a number of pre -assembled individual components that fulfil a certain 
function in the vehicle and are delivered to the OEMs as a single unit. See Commission decision of 
16 May 2014 in Cas e No. COMP/M.7182 V isteon Corporation/Automotive Electronics Business of 
Johnson Controls, paragraphs  14-18; Commis s ion  decision of 6 February 2013 Case No. COMP/M.6714 
U-Shin/V aleo CAM, paragraph 6; Commission decision of 24 March 2010 in Case No. COMP/M. 5799 
Faurecia/Plastal, paragraphs 7 - 12. 
15  LV s include  passenger cars, vans and tr ucks up to six  tonnes in weight. HCV s include lorries, coaches and 
buses weighing more than six  tonnes . 
16  Commission decision of 12 March 202 5 in Case No. COMP/M.7420 - ZF/TRW, paragraph 10.  
17  Commis s ion  decision of 6 February 2013 Case No. COMP/M.6714 U -Shin/V aleo CAM, 
paragraph s 30-33; Commission decision of 18 July 2011  in Case No. COMP/M.6207 Gestamp/ TKMF, 
paragraphs 30 -33; Commission decision of 24 March 2010 in Case No. COMP/M.5799 Faurecia/Plastal, 
paragraphs 13 -15.  
18  Form CO, paragraph 115.  
19  Reply to question 11.2 of the questionnaire to customers and reply to question 11.2 of the questionnaire to 
manufacturers.  
 
 
5 coils, can ultimately be left open as  being at least EEA -wide or possibly worldwide, 
as the proposed Transaction does not raise serious doubts as to its compatibility with 
the internal market under either  geographic  market definitio n.  
(14) As regards the sales of automotive components to the IAM  channel , the Commission 
has previously  found the geographic markets to be at least national  in scope .20 The 
Notifying Party consider s that it is now more accurate to view these markets as 
EEA-wide.21  The Notifying Party  has provide d data and analysis on national , EEA -
wide and worldwide  basis.22 
(15) Respondents to the Commission’s market investigation did not raise any specificity 
with regard to the geographic market scope  of those  IAM components affected by 
the present Transaction.23 
(16) For the purpose s of this decision, the exact geographic  market defin ition for the sale 
of automotive components in the IAM channel , including ignition coils, EGR valves 
and gl ow plugs,  can ultimately be left open as  being national or EEA -wide,  as the 
proposed Transaction does not raise serious doubts as to its compatibilit y with the 
internal market under either  geographic  market definitio n.  
4.1.2. Product market definition per component  
(17) This section deals with product market definition specifically for each of the 
components for which the proposed Transaction would give to rise t o any potentially 
affected market. For the geographic market definition, the Commission refers to 
section 4.1.1.2 above.  
4.1.2.1. VCT ( OEM/OES  channel)  
(18) BorgWarner’s activities overlap horizontally with Delphi with respect to the sale of  
VCTs for LVs to the OEM/OES  channel.  
(19) A VCT is a module product that allows for dynamic adjustments to the opening and 
closing of engine intake and exhaust valves by slightly adjusting the rotation of the 
camshaft that operates the valves. The timing of th is valve movement, in turn, 
impacts several engine characteristics including torque, noise levels, emissions, and 
fuel economy. VCTs are used primarily in gasoline engines . Delphi does not sell 
VCTs  for diesel engines . 
                                                 
20  Commission decision of 28 October 2016 in Case  M.8198 Alliance Automotive G roup /FPS Distribution , 
paragraph 10, Commission decision of 6 March 2007 in  Case M.4456 - Mahle/ Dana EPG , paragraph 24.  
21  Form CO, paragraph  116. The Notifying Party refers to the trend suggested in case M.1959 -  
Meritor/Arvin .  
22  In the market investigation, many customers who purchase components from component manufacturers 
upstream for further on -sale down stream in the IAM indicated that they source globally. However, when 
these customers sell these products in the IAM, the y tend to sell to customers in the EEA  via national 
distributors. Furthermore, the majority of suppliers to the IAM channel responding to the market 
investigation sell via distributors located in the EEA or via distributors located in the same country as t he 
ultimate customer .  
23  Reply to question 12.2 of the questionnaire to customers and reply to question 12.2 of the questionnaire to 
manufacturers.  
 
 
6 (20) A VCT is comprised of a small number of components: a (cam) phaser, a solenoid  
and a center bolt. The phaser is the element that controls the rotation of the camshaft. 
VCT systems can make use of either hydraulic or electric phasers.24 BorgWarner and 
Delphi only sell hydraulic VCTs to the OEM/ OES channel .25 
(A) The Notifying Party’s view  
(21) The Notifying Party submit s that the relevant product market can be defined as the 
market for the production and supply of VCT s for LVs to the OEM/OES  channel .26 
According to BorgWarner, hydraulic and electric phaser s are fully interchangeable 
from a customer’s perspective. However, it considers  that their price points are 
different (with electric VCT systems being more expensive) and not all suppliers are 
active in the sale of electric VCTs.27  
(22) The Notifying Party sub mits that no distinction can be made between VCTs that are 
manufactured for use in automatic or manual transmission systems, and that there is 
no separate market for “high performance” VTCs  since there are no VCT 
manufacturers or OEM customers that would m ake or buy only higher or lower end 
VCTs .28  
(23) According to the Notifying Party, phasers, center bolts and solenoids are typically 
sold together as a VCT (the Parties estimate approximately 60 -70% of the time). 
However, in the remaining cases , the Parties supply only the phaser together with the  
center bolt  and another company (typically a solenoid specialist) supplies the 
solenoid. The Notifying Party maintains that phasers and center bolts are not sold 
separately.29 The Parties do not supply solenoids on a se parate basis.30  
(B) The Commission’s assessment  
(24) The Commission has not previously considered  VCTs in its decisiona l practice .  
(25) The market investigation indicates that customers often purchase phasers, center 
bolts and solenoids  separately,  which would suggest the existence of a separate 
product market for each of these components .31 In any case, the Notifying Party has 
submitted market shares for VCTs overall and has indicated that shares for phasers 
                                                 
24  Hydraulic phasers use an oil valve to control the flow of pressurized oil into the phaser cavity and ad just 
the positioning of the phaser, while in an electric system the positioning is adjusted by an electric motor.  
25  For the sake of completeness, the Notifying Party notes that both BorgWarner and Delphi have  […] of 
V CTs to the IAM channel in China. Borg Warner […] V CTs into the IAM channel in the EEA (Form CO, 
footnote 24).  
26  Form CO, paragraph 142.  
27  Form CO, paragraphs 125 and 221.  
28  Form CO, paragraphs 134 and 138 and following.  
29  According to the Parties, t he phaser and center bolt are highly sp ecialized parts designed to work only 
with one another (i.e. from the same manufacturer). Solenoid valves, on the other hand, are more generic 
parts used in a variety of fluid power pneumatic and hydraulic systems for both motor vehicles and also in 
other applications.  
30  Form CO, footnote 26.  
31  Reply to question 5 of the questionnaire to customers. A significant proportion of customers declared to 
purchase phasers, center bolts and solenoids separately , whereas only a minority declared to purchase the 
phasers and the center bolts together and the solenoids separately and another minority group declared to 
purchase all three elements together.   
 
 
7 and center bolts  – whether considering the two components together or separately  – 
would be substantially the same as their market shares for VCTs overall . As regards 
solenoids, the Parties’ shares would be less than their overall VCT shares given that 
neither of them supply solenoids on a s tand-alone basis and some of their VCT 
customers source them from third parties .32  
(26) The Commission has not investigated whether hydraulic and electric VCTs or VCTs 
for diesel or gasoline engines should be considered part of the same product market 
since the Parties ’ activities  only overlap in the sale of hydraulic VCTs for gasoline 
engines and since the Parties have provided market shares for this segment . 
(27) As regards a further sub -segmentation by type of VCT , a majority33 of customers 
responding to the Commission market investigation confirmed that hydraulic VCTs 
for gasoline engines should not be further sub -divided by type.   
(28) For the purpose of this decision, it can be left open whether the relevant product 
market should comprise VCTs as a whole  or whether a sub -segmentation by 
component ( phasers, center bolts and solenoids ) or by type of VCT (hydraulic and 
electric phaser VCTs) or by type of engine (diesel v gasoline) is necessary , since  the 
proposed Transaction does not raise serious doubts as to its compatibility with the 
internal  market  under either product market definition  adopted.  
4.1.2.2. Ignitio n coils  (OEM/OES  and IAM channel)  
(29) BorgWarner’s activities overlap horizontally with Delphi with respect to the sale of 
ignitio n coils for LVs to the OEM/OES  and IAM channels.  
(30) An ignition coil is an electromagnetic component that converts the low -voltage 
current from a vehicle battery into a higher voltage current. The coil transmits this 
higher voltage current through to the spark plugs, which ignite to create combustion 
in a gasoline engine.   
(A) The Notifying Party’s view  
(31) According to the Notifying Party, the majority of modern automotive ignition 
systems are referred to as coil -on-plugs (“COPs”), which , in addition to improving 
spark timing, use redesigned ignition coils that generate a hotter s park. In COPs, 
each coil services just one spark plug (as opposed to one coil serving two spark 
plugs), which provides more time to develop a strong charge, and the coils are 
mounted directly on top of the spark plug, so that spark plug cables are eliminat ed. 
The alternative to a COP  is a coil pack that incorporates multiple ignition coils , 
which are placed near the spark plugs but not directly on them.34 The Notifying 
Party submits that there are no significant distinctions between COPs and coil packs 
                                                 
32  Form CO, paragraph 133. See also email from the Notifying Party of 10 September 2020.  
33  “Majority” in this D ecision stands for more than 50% of the participants in the market investigation who 
replied to the question (ex cluding those that replied “other”, or “I do not know”).  
34  COP ignition coils are placed directly adjacent to their corresponding spark plug (i.e ., they are situated in 
situ at the cylinder they will operate on) while coil packs (also referred to as remote coil packs) are placed 
in a remote cluster away from the cylinder, such as on the engine firewall, fender or motor.  See reply to 
question 5(a) o f RFI 5.  
 
 
8 in te rms of functionality and that any choice between ignition coil options reflects 
OEM preference rather than specific engine requirements.35 
(32) The Notifying Party notes that whether in a coil pack or a COP format, the 
functionality of an ignition coil is the sa me: it provides the energy needed for the 
spark plug to ignite, which starts the combustion process in a combustion engine. 
However , the Notifying Party indicates that coil packs are an older technology and 
generally deliver less energy to the spark plug ,36 and that there is relatively low 
supply - and demand -side substitutability between COP ignition coils and coil 
packs.37 
(33) The Notifying Party has confirmed that , within the industry, different nomenclatures 
may be used to refer to COP ignition coils and  coil pack ignition coils . In particular , 
according to the Notifying Party:  (i) brick ignition coil, modules and coil pack are all 
coil packs, while (ii) the terms plug top coils, pencil coils, top coils, rectangular 
coils, stick coils, coil near plug and pencil  type are all COP ignition coils. The 
Notifying Party submits that the fundamental technologies in each category of 
ignition coil  (COP and coil packs ) are the same regardless of the slight variations 
associa ted with the nomenclature, that they are all fundamentally doing the same job, 
are available at comparable prices  and manufacturers can supply all variants within 
each of these two categories of ignition coils. In particular, the Notifying Party notes 
that within the COP or coil pack categories, the pric e does not change significantly 
as a result of which variation (or nomenclature) is used and therefore should be 
considered as substitutes and part of the same product market. With respect to 
lamination stacks, the Notifying Party submits that these are no t a type of ignition 
coil but rather an internal element of the ignition coil that is used in newer coils 
(older coils used a powdered metal core instead).38 According to the Notifying Party, 
the use of lamination stacks is purely a design choice made by ma nufacturers 
depending on how they choose to meet the customer’s performance needs.39 
(B) The Commission’s assessment  
(34) The Commission has not specifically considered a product market for ignition coils  
for use in the automotive sector .  
(35) The majority of customers responding to the Commission’s market investigation  
consider that a further sub -segmentation within ignition coils does not apply .40 
However, t he majority of ignition coil manufacturers  responding to the 
Commission’s market investigation consider that  ignition coils could be further sub -
segmente d into  brick ignition coil s and plug top ignition coil;  pencil coil, top coil 
and modules; rectangular shaped coils and stick shaped coils; plug -top coil, coil near 
                                                 
35  Form CO, paragraph 147.  
36  According to the Parties, over time, OEMs have been shifting to COP ignition coils, which deliver more 
energy resulting in better performance. As a result, OEMs’ demand for coil packs has shrunk significantly, 
hence t he significantly larger number of COP ignition coils sold globally (approx . […] million units) than 
coil packs (approx . […] million units). There have been very few sales of coil packs in the EEA in 2019 
(only approx . […] units, accounting for […]% of over all sales volume) (Form CO, paragraph 151).  
37  Reply to question 5(b) of RFI5.  
38  Reply to question 5(a) of RFI 5.  
39  Reply to question 5(a) of RFI 5.  
40  Reply to question 7 of the questionnaire to customers.  
 
 
9 plug, pencil coil, coil pack; lamination stacks;  and pencil type, COP) . The majority 
of ignition coil manufacturers  also confirmed that they produced all different types.41  
(36) The Notifying Party has confirmed that all ignition coils referred to by th e 
respondents to the Commission’s market investigation fall into the two categories 
described by the Parties  (COP s and coil pack  ignition coil s), as explained in 
paragraph (33)  
(37) For the purpose of the present decision, it can ultimately be left open whether 
ignition coils overall constit ute a relevant product market, or whether a further sub -
segmentation between (i) COP ignition coils and (ii) coil pack ignition coils should 
apply, as the proposed Transaction does not raise serious doubts as to its 
compatibility with the internal market u nder either delineation. The Commission 
considers that no further sub -segmentation of COPs or coil packs is warranted by 
variatio ns  due to the reasons set out in paragraph (36) above . 
4.1.2.3. EGR valves  (IAM channel)  
(38) BorgWarner’s activi ties overlap horizontally with Delphi with respect to the sale of 
EGR valves for LVs in the IAM channel . 
(39) EGR is a nitrogen oxide emissions reduction technique used in petrol/gasoline and 
diesel engines. EGR products work by recirculating a portion of an en gine’s exhaust 
gas back to the engine cylinders. This dilutes the oxygen in the incoming air stream 
and provides gases inert to combustion to act as absorbents of combustion heat to 
reduce peak in -cylinder temperatures. In a gasoline engine, this inert exh aust 
displaces some amount of combustible charge in the cylinder, effectively reducing 
the quantity of charge available for comb ustion without affecting the air/ fuel ratio. In 
a diesel engine, the exhaust gas replaces some of the excess oxygen in the pre -
combustio n mixture. EGR valves are component parts used in EGR systems.42  
(40) According to the Notifying Party, EGR valves may differ in design depending on the 
power that the engine of the vehicle generates and the governing emissions 
standard43 and indeed each  EGR valve used in each engine model is different from 
the EGR valve used in any other engine model.44 EGR valves can broadly be of two 
types: pressure (pneumatic) controlled or electronically controlled .45 
(41) BorgWarner manufactures EGR valves. Only […] % of it s sales are to the IAM 
channel. Delphi does not manufacture EGR valves. It only purchases EGR valves for 
LCVs and resells them to IAM customers . 
                                                 
41  Reply to question 7 of the questionnaire to competitors.  
42  Only BorgWarner sells EG R systems.  
43  Generally, gasoline engines have  lower power values than  diesel engines.  
44  Form CO, paragraph 182.  
45  Form CO, paragraph 184.  
 
 
10 (A) The Notifying Party’s view  
(42) The Notifying Party submits that EGR valves should be considered a separate 
product market from EGR systems.46  
(43) Moreover, according to Borg Warner, although EGR valves ’ design may differ  
depending on the power of the engine , any distinctions between EGR valves used in 
engines of different power values are minor, there is no difference speci fically 
resulting from whether the EGR valve is used in a diesel engine or a gasoline engine . 
Moreover, the Notifying Party submits  that producers do not speciali se in any type 
of EGR valve and can easily switch production between EGR valves for LV vehicle s 
with different engine powers. The Notifying Party also considers that both pressure -
controlled and electronic EGR valves are interchangeable for one another and are 
used in the same applications.47  
(B) The Commission’s assessment  
(44) The Commission has previousl y identified a product market for EGR  in general ,48 
without distinction between systems, valves  or other components . Therefore, the 
Commiss io n has not previously  defined the product market for EGR valves.  
(45) The market investigation shows that a vast majority  of customers purchase EGR 
valves separately, and not as part of the EGR system , which suggests that valves 
could be viewed as a separate product market .49 Also a majority of customers50 and 
manufacturers51 conside r that EGR valves should not be sub -segmented  by type  
(e.g. between gasoline and diesel engines) . As one customer puts it, EGR valves are 
components “ with few components and specific for each engine ”.52 By contrast , a 
majority of customers indicated that pressure controlled and electronically controll ed 
EGR valves are not substitutable from a customer perspective.53 
(46) In any case, for the purpose of the present decision, it can be left open whether the 
relevant product market should comprise EGR valves as a whole, whether sub -
segmentation s depending on the type of engine (gasoline/diesel) and valve (pressure 
or electronically controlled) are necessary or whether EGR valves should be part of a 
broader market of EGR systems since  the proposed T ransaction does not raise 
serious doubts as to its compatibility with the internal market  regardless of the exact 
product market definition  adopted.  
                                                 
46  See Form CO, paragraph 186.  
47  See Form CO, paragraphs 181 -186. 
48  See decision of 19 December 2008 in Case No. COMP/M.5294 Schaeffler/Continental .   
49  Reply to question 4 of the questionnaire to customers.  
50  Reply to question 7  of the questionnaire to customers.  
51  Reply to question 7  of the questionnaire to competitors . 
52  Reply to question 7  of the questionnaire to customers.  
53  Reply to question 8 of the questionnaire to customers.  
 
 
11 4.1.2.4. Glow plugs  and GPCM  (IAM channel)  
Glow plugs  
(47) BorgWarner’s activities overlap horizontally with Delphi with respect to the sale of 
glow plugs for LVs to the IAM channel.  
(48) A glow plug is a component part consisting of a pencil -shaped piece of metal with a 
heating element at the tip used in some diesel engines. As diesel is thicker than 
gasoline/petrol, the glow plug warms the pre -combustion or combustion chambers of 
a diesel e ngine as a starting aid to encourage quicker ignition from compression. In 
general, diesel engines do not require any starting aid as combustion is achieved 
through compression. Therefore, some diesel engines, especially direct injected ones, 
do not have s tarting aid systems such as glow plugs. This however depends upon the 
displacement and combustion chamber design, and engines with more combustion 
chamber surface, such as pre -combustion chamber and swirl chamber injected 
engines, make use of glow plugs as  a starting aid.  
(49) Within glow plugs, t he Notifying Party submits that metallic glow plugs are an older 
technology than ceramic glow plugs, that ceramic glow plugs have a longer useful 
life, typically outlast the engine and therefore do not require replacem ent at all, and 
that ceramic glow plugs are made from  a more specialised fabrication material. As a 
result, according to the Notifying Party , ceramic glow plugs cost approximately 
[…]-[…] times more than metallic glow plugs.  
(50) BorgWarner manufactures  (overa ll) glow plugs for LVs and HCVs and sells them 
mostly to OEM/OES customers (approx. […]% of glow plugs revenues) , as opposed 
to IAM customers (approx. […] % of glow plugs revenues). Delphi does not 
manufacture glow plugs and instead only purchases small qua ntities from third 
parties for pass -through resale to its IAM customers in the EEA.54 
GPCM s 
(51) Although not giving rise to an affected market, BorgWarner’s activities overlap 
horizontally with Delphi with respect to the sale of GPCMs  for LVs to the IAM 
channel . 
(52) A GPCM is a component that monitors glow plug usage and regulates timing and 
performance to optimi se engine operation. It uses a microprocessor to determine 
when to power the glow plugs and how much electrical current is necessary. Glow 
plugs  and GPCMs a re sold separately.  
(53) BorgWarner manufactures GPCMs for LVs and HCVs and sells them to OEM/OES 
customers (approx. […]% of 2019 GPCM revenues) and to IAM customers  ([…]% 
of 2019 GPCM revenues ). Delphi does not manufacture GPCMs and instead only 
purchases a v ery small amount from third parties for pass -through resale to its IAM 
customers in the EEA.55 
                                                 
54  […]. 
55  Form CO, paragraph 178.  
 
 
12 (A) The Notifying Party’s view  
(54) The Notifying Party submits that glow plugs and GPCMs are separate markets as 
there are no specific advantages to using a glow plug and  a GPCM made by the same 
manufacturer. BorgWarner estimates that […] % of customers purchase their glow 
plugs and GPCMs from different sources.56 The Notifying Party also submits that 
not every diesel -engine vehicle that uses glow plugs will also incorporate  a GPCM 
(glow plugs may also be controlled by the car’s electronic control unit).57  
(55) Within glow plugs, t he Notifying Party submits that, while most glow plug suppliers 
have capability in both metallic and ceramic glow plugs, considering the differences 
between the two  (see paragraph (49) above) , there is a plausible further sub -
segmentation between ceramic and metallic glow plugs.58  
(B) The Commission’s assessment  
(56) The Commission has not specifically considered the market for glow plu gs or 
GPCMs for use in the automotive sector.   
(57) The majority of respondents to t he market investigation  confirmed that they usually 
purchase glow plugs and GPCMs separately (either from the same or a different 
supplier) ,59 which would suggest the existence of separate product market for each of 
these components .  
(58) Within glow  plugs, the majority of customers responding to the Commission’s 
market investigation consider that a further sub -segmentation does not apply  and that 
the same suppliers  produce all types , while one customer  outlines  a further sub -
segmentation be tween ceramic and metallic glow plugs .60 However,  the majority  of 
manufacturers of glow plugs  responding to the Commission’s market investigation 
consider that a further sub -segmentation is applicab le between ceramic and metallic 
glow plugs  (as indic ated by one of the respondents “[b]oth types have different 
heating behavior, different supply voltage ” and because they are based in a 
“completely different technology  […] [a] switch from one type to the  other is not 
easily possible ”). The majority of manufacturers of glow plugs  also confirm  that 
they produce  both metallic and ceramic glow plugs .61 
(59) In view of the results of the market investigation, and of the views expressed by the 
Notifying Party, for th e purposes of this decision , the Commission considers that 
(i) glow plugs and (ii) GPCMs constitute separate product markets.62 For the 
purposes of this decision, the  exact product market definition within glow plugs can 
ultimately be left open  as either encompassing  the market for glow -plugs overall, or 
as being further sub -segmented between (i) metallic glow plugs and (ii) ceramic 
                                                 
56  Form CO, paragraph 176.  
57  Form CO, paragraph 177.  
58  Reply to question 4(a) of RFI 5.  
59  Reply to ques tion 6 of the questionnaire to competitors and reply to question 6 of the questionnaire to 
customers.  
60  Reply to questions 7 and 9 of the questionnaire to customers.  
61  Reply to question 7 of the questionnaire to competitors.  
62  The sale of GPCMs alone do es not give rise to any affected market in the IAM channel, therefore this 
market will not be discussed any further.  
 
 
13 glow plugs, as the proposed Transaction does not raise serious doubts as to its 
compatibility with the internal market under either delineation.    
4.2. Horizontal effects  
4.2.1. Analytical framework  
(60) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are compatible with the internal market, by assessing whether 
they would significantly impede effective competition in the internal market or in a 
substantial part of it, in particular through the creation or strengthening of a 
dominant position.  
(61) The Commission Guidelines on the assessment of horizontal mergers under the 
Merger Regulation (the "Ho rizontal Merger Guidelines")63 distinguish between two 
main ways in which mergers between actual or potential competitors on the same 
relevant market may significantly impede effective competition, namely non -
coordinated effects and coordinated effects.  
(62) Non-coordinated effects may significantly impede effective competition by 
eliminating the competitive constraint imposed by each merging party on the other, 
as a result of which the merged entity  would have increased market power without 
resorting to coordin ated behaviour. The Horizontal Merger Guidelines list a number 
of factors64 which may influence whether or not significant non -coordinated effects 
are likely to result from a merger, such as the large market shares of the merging 
firms, the fact that the me rging firms are close competitors, the limited possibilities 
for customers to switch suppliers, or the fact that the merger would eliminate an 
important competitive force. Not all of these factors need to be present for 
significant non -coordinated effects to be likely. The list of factors, any one of which 
is not necessarily decisive, is also not an exhaustive list.   
4.2.2. Summary of horizontally affected markets  
(63) The Transaction will result in a limited number of horizontally affected markets.  
(64) As regards the OE M/OES channel , the T ransaction only results in horizontally 
affected markets in the EEA  for (i) VCT  for LVs (as well as in the sub -segment s of 
hydraulic VCTs , hydraulic gasoline -engine VCTs  and for  phasers and center bolts 
for VCTs  – whether considering th e two components together or separately ), and 
(ii) ignition coils for LVs (as well as in  the sub -segments of  COP ignition coils and 
pack ignition coils) . Worldwide , the sub -segment of pack ignition coils is also 
affected . 
                                                 
63  OJ C 31, 5.2.2004, p. 5.  
64  Horizontal Merger Guidelines, paras 24 et seq.  
 
 
14 (65) As regards the IAM channel, the Tr ansaction does not give rise to affected markets 
at EEA level.65 At national level , the Transaction results in several  horizontally 
affected markets in the IAM LV segment for :  
( i) EGR valves for diesel vehicles in Croatia, Estonia, Germany and Romania . In the 
sub-segment s of electronic EGR valves for diesel engines and in pneumatic  EGR 
valves for diesel engines , the same national markets would be affected as well as, 
respectively, Slovenia and Poland ; 
(ii) ignition coils in Germany, Poland and Romania ( as well as fo r pack ignition coils 
in Germany, Poland, Romania and the United Kingdom and for COP ignition 
coils in Germany,  Poland and Romania ); and  
(iii) glow plugs in Portugal and Romania  (as well as for  metallic glow plugs in 
Portugal and Romania ).  
4.2.3. VCTs (OEM/OES  channe l) 
(66) The Parties have provided worldwide and EEA -wide shares for the sale in the 
OEM /OES  channel  of (i) VCTs  for LVs, (ii) hydraulic phaser -VCTs for LVs, and 
(iii) hydraulic phaser -VCTs for gasoline -engine VCTs. The proposed Transaction 
would not give rise t o an affected market  at worldwide level  under any of these three 
plausible product market definitions . At EEA level, the potential markets are barely 
affected.  
(67) As shown in  Table 1 below, BorgWarner’s and Delphi’s  combined share at EEA -
level in  (overall) VCTs in the OEM/OES  channel  in 2019 was [20-30]% with an 
increment of less than [0 -5]% by value.66 The combined share  by volume would be 
even lower ( [10-20]%). There are two competitors with shares at least as high  as the 
Parties’ com bined share : Schaeffler ( [20-30]%) and Denso ( [20-30]%). Shares for 
the sale of VCTs for LVs and for the sale of hydraulic phaser  VCTs for LVs in the 
EEA are identical, as according to Borg Warner , no manufacturer currently sells any 
electric phaser VCTs in  the EEA .67 
                                                 
65  The Parties also provided shares at worldwide level, whi ch in all cases remained below 20%.  
66  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
67  See Form CO, Table 6.  
 
 
15 Table 1: VCTs for light vehicles ( OEM/OES ) – 2019 – EEA  
Company  Sales Volume  Mar ket Shar e 
(Volume %)  Sales Value 
(EUR)  Mar ket Shar e 
(Value %)  
BorgWarner  […] [10-20]% […] [10-20]% 
Delphi  […] [5-10]% […] [0-5]% 
Combined  […] [10-20]% […] [20-30]% 
Schaeffler  […] [20-30]% […] [20-30]% 
Denso  […] [20-30]% […] [20-30]% 
Hilite  […] [10-20]% […] [10-20]% 
Mitsubis hi 
Electric  […] [0-5]% […] [0-5]% 
Hitachi  […] [0-5]% […] [0-5]% 
Aisin […] [0-5]% […] [0-5]% 
Others  […] [10-20]% […] [10-20]% 
Total  […] 100,0%  […] 100,0%  
Source: Form CO, Table 4  
(68) Table 2 below shows BorgWarner’s , Delphi’s and their main competitors share by 
value and volume in the sale of hydraulic phase -VCTs for gasoline -engine LVs  in 
the OEM/OES  channel  in the EEA in 2019.68 The Parties’ combined share by value 
in 2019 barely exceed ed 20%, with an increment of less than [0-5]%, with two 
competitors with higher shares: Schaeffler ( [20-30]%) and Denso ( [20-30]%). 
Table 2: Hydraulic VCTs for gasoline -engine light vehicles ( OEM/OES ) – 2019 
– EEA  
Company  Sales Volume  Mar ket Shar e 
(Volume %)  Sales Value 
(EUR)73  Mar ket Shar e 
(Value %)  
BorgWarner  […] [10-20]% […] [10-20]% 
Delphi  […] [5-10]% […] [0-5]% 
Comb ined  […] [10-20]% […] [20-30]% 
Schaeffler  […] [20-30]% […] [20-30]% 
Denso  […] [20-30]% […] [20-30]% 
Hilite  […] [10-20]% […] [10-20]% 
Mitsubis hi 
Electric  […] [0-5]% […] [0-5]% 
Hitachi  […] [0-5]% […] [0-5]% 
Aisin  […] [0-5]% […] [0-5]% 
Others  […] [10-20]% […] [10-20]% 
Total  […] 100.0%  […] 100.0%  
Source: Form CO, Table 8. 
(69) As regards a possible sub -segmentation by component (phasers, center bolts and 
solenoids separately ), the Notifying Party has indicated that the Parties’ shares for 
phasers a nd center bolts – whether considering the two components together or 
separately – would be substantially the same as their market shares for VCTs overall 
                                                 
68  According to the Parties, their combined market shares in 2017 and 2 018 do not significantly differ from 
those in 2019.  
 
 
16 and a s regards solenoids, Parties’ shares would be less than their overall VCT 
shares .69  
(70) In the market  investigation, a vast majority of customers considered that they would 
be able to find alternative suppliers and some declared to produce VCTs in -house70 
although a  majority of customers also indicated that they face important barriers 
when switching VCT s uppliers.71 Nevertheless, t he limited combined share of the 
Parties and, especially, the limited share increment  – under any possible product 
market segmentation  – illustrate that the proposed transaction would not 
fundamentally change the supply structure of the market, thus making  it unlikely that 
it results in any significant impedime nt to effect ive competitio n.  
(71) In view of the above, the Commission considers  that the proposed Transaction  does 
not raise serious doubts as to its compatibility with the inte rnal market as regards the 
supply of VC Ts for LVs in the OEM/OES  channel , under any plausible product or 
geographic market definition.  
4.2.4. Ignition coils  (OEM/OES  and IAM channels)  
4.2.4.1. The Parties’ position in the OEM/OES  channel  
(72) The Parties have provided worldwid e and EEA -wide market shares for the sale of 
(i) ignitio n coils  as a whole , (ii) COP ignitio n coils and (iii) coil pack ignitio n coils .  
(73) At worldwide level , only the sub -segment  of pack ignition coils would be affected , 
with a combined share of [20-30]% an d a negligible increme nt of [0-5]%. 
(74) At EEA -wide level , as shown in  Table 3 below  the Parties’ combined market share 
for the sale of ignition coils  for LVs  in the OEM/OES  channel in 2019 was [20-30]% 
by both value and volume.72   
                                                 
69  Form CO, paragraph 133. See also response email from the Notifying Party of 10 September 2020.  
70  Reply to question 14 of the questionnaire to customers.  
71  Reply to question 13 of the questionnaire t o customers. Several customers pointed in general to the need 
to validate, homologate and test the products of a new supplier, and one customer mentioned that there are 
fewer producers of hydraulic V CT worldwide due to the  technological complex ity of the p roducts , which 
translates into lower leverage for negotiations on price  and other commercial terms.  
72  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
 
 
17 Table 3: Ignition Coils for light vehicles ( OEM/OES ) – 2019 – EEA  
Company  Sales Volume  Mar ket Shar e 
(Volume %)  Sales Value 
(EUR)  Mar ket Shar e 
(Value %)  
BorgWarner  […] [5-10]% […] [5-10]% 
Delphi  […] [10-20]% […] [10-20]% 
Combined  […] [20-30]% […] [20-30]% 
Eldor  […] [40-50]% […] [40-50]% 
Denso  […] [10-20]% […] [10-20]% 
Bosch  […] [0-5]% […] [0-5]% 
Hitachi -Hanshin  […] [0-5]% […] [0-5]% 
YuraTech  […] [0-5]% […] [0-5]% 
Federal Mogul  […] [0-5]% […] [0-5]% 
Diamond  […] [0-5]% […] [0-5]% 
Pulse  […] [0-5]% […] [0-5]% 
Others  […] [0-5]% […] [0-5]% 
Total  […] 100,0%  […] 100,0%  
Source: Form CO, Table 10 
(75) As shown in Table 4 below , the Parties’ combined market share for the sale of  COP 
ignition coils for LVs  in the OEM /OES  channel  in the EEA in 2019 was [20-30]% 
by both value and volume.73 
                                                 
73  According to the Parties, thei r combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
 
 
18 Table 4: COP  Ignition Coils for LVs ( OEM/OES ) – 2019 – EEA  
Company  Sales Volume  Mar ket Shar e 
(Volume %)  Sales Value 
(EUR)  Mar ket Shar e 
(Value %)  
BorgWarner  […] [10-20]%  […] [5-10]%  
Delphi  […] [10-20]%  […] [10-20]%  
Combined  […] [20-30]%  […] [20-30]%  
Eldor  […] [40-50]%  […] [40-50]%  
Denso  […] [10-20]%  […] [10-20]%  
Bosch  […] [0-5]%  […] [0-5]%  
Hitachi -Hanshin  […] [0-5]%  […] [0-5]%  
YuraTech   […] [0-5]%  […] [0-5]%  
Diamond  […] [0-5]%  […] [0-5]%  
Pulse  […] [0-5]%  […] [0-5]%  
Others  […] [0-5]%  […] [0-5]%  
Total  […] 100.0%  […] 100.0%  
Source: Form CO, Table 12 
(76) As shown in Table 5 below , the Parties’ combine d market share for the sale of  coil 
pack ignition coils  in the OEM/OES  segment  in the EEA in 2019 was [40-50]% by 
both value and volume but with a negligible increment of [0 -5]% by value and 
[0-5]% by volume.74  
Table 5: Coil Pack Ig nition Coils for LVs ( OEM/OES ) – 2019 – EEA  
Company  Sales Volume  Mar ket Shar e 
(Volume %)  Sales Value 
(EUR)  Mar ket Shar e 
(Value %)  
BorgWarner  […]  [0-5]%  […] [0-5]%  
Delphi  […] [40-50]%  […] [40-50]%  
Combined  […] [40-50]%  […] [40-50]%  
Federal Mog ul  […] [40-50]%  […] [40-50]%  
Eldor  […] [0-5]%  […] [0-5]%  
Valeo  […] [0-5]%  […] [0-5]%  
Visteon  […] [0-5]%  […] [0-5]%  
Bosch  […] [0-5]%  […] [0-5]%  
Others  […] [0-5]%  […] [0-5]%  
Total  […] 100.0%  […] 100.0%  
Source: Form CO, Table 14 
4.2.4.2. The Parties’ position in the IAM channel  
(77) The proposed T ransaction would not give rise to any affected markets at EEA -wide 
(or worldwide) level, regardless of the product market definition adopted. 
                                                 
74  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
 
 
19 (78) At national level , as shown in  Table 6 below , the Parties’  combined market share  for 
the sale of  ignition coils overall  for LV in the IAM  segment in 2019 exceeded 20% 
in only three Member States :75 (i) Germany  ([20-30]% by value and volume) ; 
(ii) Poland  ([20-30]% by value and volume) ; and (iii) Romania  ([20-30]% by value 
and volume) . 
Table 6: Ignition Coils for LVs (IAM) - 2019 -  Affected markets76 
Company  Sales Volume  Mar ket  
Share  
(Volume %)  Sales Value 
(EUR)  Mar ket  
Share  
(Value %)  
Ge rmany  
BorgWarner  […] [10-20]% […] [10-20]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
NGK  […]-[…] 20-30% […]-[…] 20-30% 
Bosch  […]-[…] 15-25% […]-[…] 15-25% 
Hitachi  […]-[…] 10-20% […]-[…] 10-20% 
Denso  […]-[…] 0-10% […]-[…] 0-10% 
Driv […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 5-15% […]-[…] 5-15% 
Total  […] 100.00%  […] 100.00%  
Poland  
BorgWarner  […] [5-10]% […] [5-10]% 
Delphi  […] [10-20]% […] [10-20]% 
Combined  […] [20-30]% […] [20-30]% 
NGK  […]-[…] 20-30% […]-[…] 20-30% 
Bosch  […]-[…] 15-25% […]-[…] 15-25% 
Hitachi […]-[…] 10-20% […]-[…] 10-20% 
Denso  […]-[…] 0-10% […]-[…] 0-10% 
Driv […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 5-15% […]-[…] 5-15% 
Total  […] 100.00%  […] 100.00%  
                                                 
75  According to the Parties, their combined  market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
76  In the EEA, the Parties ’ activities  overlap in the sale of ignition coils for LVs  to the IAM  in the following 
countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech R epublic, Denmark, Estonia, Finland, 
France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Malta, Netherlands, 
Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and the United Kingdom. The 
table only reports those  overlaps resulting in affected markets.  
 
 
20 Company  Sales Volume  Mar ket  
Share  
(Volume %)  Sales Value 
(EUR)  Mar ket  
Share  
(Value %)  
Romania  
BorgWarner  […] [10-20]% […] [10-20]% 
Delphi  […] [5-10]% […] [10-20]% 
Com bined  […] [20-30]% […] [20-30]% 
NGK  […]-[…] 20-30% […]-[…] 20-30% 
Bosch  […]-[…] 15-25% […]-[…] 15-25% 
Hitachi  […]-[…] 10-20% […]-[…] 10-20% 
Denso  […]-[…] 0-10% […]-[…] 0-10% 
Driv […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 0-10% […]-[…] 0-10% 
Total  […] 100%  […] 100%  
Source: Form CO, Table 17 
(79) As regards the potential narrower market of COP ignition coils for LVs, the picture 
is very similar , as shown in Table 7 below . The Parties’ combined market share in 
2019 exceed ed 20% onl y in three Member States and , among those, as regards 
Germany and Poland, the 20% threshold is exceeded only if looking at shares by 
volume rather than value.77 
Table 7: COP i gnition c oils for LVs (IAM) - 2019 -  Affected markets78 
Com pany  Sales Volume  Mar ket  
Share  
(Volume %)  Sales Value 
(EUR)  Mar ket  
Share  
(Value %)  
Ge rmany  
BorgWarner  […] [10-20]%  […] [10-20]%  
Delphi  […] [0-5]%  […] [0-5]%  
Combined  […] [20-30]%  […] [10-20]%  
NGK  […]-[…] 20-30%  […]-[…] 20-30%  
Bosch  […]-[…] 15-25%  […]-[…] 15-25%  
Hitachi  […]-[…] 10-20%  […]-[…] 10-20%  
Denso  […]-[…] 0-10%  […]-[…] 0-10%  
Driv  […]-[…] 0-10%  […]-[…] 0-10%  
Others  […]-[…] 5-15%  […]-[…] 5-15%  
Total  […] 100.0%  […] 100.0%  
                                                 
77  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
78  In the EEA, the Parties overlap in the sale of LV COP ignition coils to the IAM in the fo llowing countries: 
Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, 
Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Malta, Netherlands, Norway, 
Poland, Portugal, Romania, Slovakia, Sloven ia, Spain, Sweden and United Kingdom (Form CO, Annex  
6.2). The table only reports those overlaps resulting in affected markets.  
 
 
21 Com pany  Sales Volume  Mar ket  
Share  
(Volume %)  Sales Value 
(EUR)  Mar ket  
Share  
(Value %)  
Poland  
BorgWarner  […] [5-10]%  […] [5-10]%  
Delphi  […] [10-20]%  […] [10-20]%  
Combined  […] [20-30]%  […] [10-20]%  
NGK  […]-[…] 20-30%  […]-[…] 20-30%  
Bosch  […]-[…] 15-25%  […]-[…] 15-25%  
Hitachi  […]-[…] 10-20%  […]-[…] 10-20%  
Denso  […]-[…] 0-10%  […]-[…] 0-10%  
Driv  […]-[…] 0-10%  […]-[…] 0-10%  
Others  […]-[…] 5-15%  […]-[…] 5-15%  
Total  […] 100.0%  […] 100.0%  
Romania  
BorgWarner  […] [10-20]%  […] [10-20]%  
Delphi  […] [5-10]%  […] [0-5]%  
Combined  […] [20-30]%  […] [20-30]%  
NGK  […]-[…] 20-30%  […]-[…] 20-30%  
Bosch  […]-[…] 15-25%  […]-[…] 15-25%  
Hitachi  […]-[…] 10-20%  […]-[…] 10-20%  
Denso  […]-[…] 0-10%  […]-[…] 0-10%  
Driv  […]-[…] 0-10%  […]-[…] 0-10%  
Others  […]-[…] 5-15%  […]-[…] 5-15%  
Total  […] 100.0%  […] 100.0%  
 Source: Reply to question 5(d) of RFI 5  
(80) Finally, as regards coil pack ignition coils for LVs, a t national level,  as shown in  
Table 8 below , the Parties’ combined market share exceeds 20% in only three 
Member States as well as the United Kingdom in 2019.79  
                                                 
79  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
 
 
22 Table 8: Coil pack ignition coils for LVs (IAM) - 2019 -  Affected markets80 
Company  Sales Volume  Mar ket  
Share  
(Volume %)  Sales Value 
(EUR)  Mar ket  
Share  
(Value %)  
Ge rmany  
BorgWarner  […]  [20-30]%  […] [10-20]%  
Delphi  […] [0-5]%  […] [5-10]%  
Combined  […] [20-30]%  […] [20-30]%  
NGK  […]-[…] 20-30%  […]-[…] 20-30%  
Bosch  […]-[…] 15-25%  […]-[…] 15-25%  
Hitachi  […]-[…] 10-20%  […]-[…] 10-20%  
Denso  […]-[…] 0-10%  […]-[…] 0-10%  
Driv  […]-[…] 0-10%  […]-[…] 0-10%  
Others  […]-[…] 5-15%  […]-[…] 5-15%  
Total  […] 100.0%  […] 100.0%  
Poland  
BorgWarner  […] [0-5]%  […] [0-5]%  
Delphi  […] [20-30]%  […] [20-30]%  
Combined  […] [20-30]%  […] [20-30]%  
NGK  […]-[…] 20-30%  […]-[…] 20-30%  
Bosch  […]-[…] 15-25%  […]-[…] 15-25%  
Hitachi  […]-[…] 10-20%  […]-[…] 10-20%  
Denso  […]-[…] 0-10%  […]-[…] 0-10%  
Driv  […]-[…] 0-10%  […]-[…] 0-10%  
Others  […]-[…] 5-15%  […]-[…] 5-15%  
Total  […] 100.0%  […] 100.0%  
Romania  
BorgWarner  […] [5-10]%  […] [5-10]%  
Delphi  […] [10-20]%  […] [20-30]%  
Combined  […] [20-30]%  […] [30-40]%  
NGK  […]-[…] 20-30%  […]-[…] 20-30%  
Bosch  […]-[…] 15-25%  […]-[…] 15-25%  
Hitachi  […]-[…] 10-20%  […]-[…] 10-20%  
Denso  […]-[…] 0-10%  […]-[…] 0-10%  
Driv  […]-[…] 0-10%  […]-[…] 0-10%  
Others  […]-[…] 5-15%  […]-[…] 5-15%  
Total  […] 100.0%  […] 100.0%  
                                                 
80  In the EEA, the Parties overlap in the sale of LV coil pack ignition coils to the IAM in the following 
countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, 
France, Germany, Greece, Hungary, Ireland, Italy, Latvia , Lithuania, Malta, Netherlands, Norway, 
Poland, Portugal, Romania, Slovakia, Spain, Sweden and United Kingdom. The table only reports those 
overlaps resulting in affected markets.  
 
 
23 Company  Sales Volume  Mar ket  
Share  
(Volume %)  Sales Value 
(EUR)  Mar ket  
Share  
(Value %)  
United 
Kingdom  
BorgWarner  […] [0-5]%  […] [0-5]%  
Delphi  […] [20-30]%  […] [20-30]%  
Combined  […] [20-30]%  […] [20-30]%  
NGK  […]-[…] 20-30%  […]-[…] 20-30%  
Bosch  […]-[…] 15-25%  […]-[…] 15-25%  
Hitachi  […]-[…] 10-20%  […]-[…] 10-20%  
Denso  […]-[…] 0-10%  […]-[…] 0-10%  
Driv  […]-[…] 0-10%  […]-[…] 0-10%  
Others  […]-[…] 5-15%  […]-[…] 5-15%  
Total  […] 100.0%  […] 100.0%  
Source: Reply to question 5(d) of RFI 5 
4.2.4.3. Commiss ion’s assessment ( OEM/OES  and IAM channels)  
(81) With regard to the OEM/OES  channel , the Commission considers that the 
Transaction does not  raise serious doubts as to its compatibility with the internal 
market as regards  the supply of ignition coils  and its sub -segments . First,  for ignition 
coils overall and for COP ignition coils,  the Parties’ combined share is below the 
25% threshold referred to in the Horizontal Merger Guidelines  as an indication that 
competition concerns are unlikely to arise .81 Eldor ( ignition coils overall: [40-50]% 
share, COP ignition coils: [40 -50]% share ) will be larger than the merged entity  and 
will remain the market leader in these markets  post-Transaction . In addition , Denso , 
Bosch and others will continue to be significant competitor s. Second, while for pack 
ignition coils the Parties’ combined share will be [40-50]%, the market increment 
brought by the Transaction is only [0-5]% and Federal Mogul (with [40-50]% share) 
will remain the market leader post -Transaction. Therefore, overall , the supply 
structure of the market will not be fundamentally altered by the proposed 
Transaction.  
(82) With regard to the IAM channel , the Commission considers that the T ransaction 
does not raise serious doubts as to its compatibility with the internal marke t as 
regards  the supply of ignition coil s or any sub -segment thereof  in Germany, Poland , 
Romania  and (only with respect to coil pack ignition coils) the United Kingdom . 
First, for ignition coils and COP ignition coils, the highest combined share is of 
[20-30]% (COP ignition coils in Romania by volume), while by value the Parties’ 
combined share will remain  below the 25% threshold referred to  in the 
Commission’s Horizontal Merger Guidelines  as an indication that competition 
concerns are unlikely to arise . Furthermore , in each country, NGK will remain as  a 
large, or larger competitor  than the Parties post -Transaction and Bosch, Hitachi, 
Denso and Driv will also remain as significant competitors. Second, for coil pack 
ignition coils, where the highest combined share is [30-40]% (coil-pack ignition 
coils in Romania  by value ), in each affected market , NGK will remain as a large, or 
                                                 
81  Horizontal Merger G uidelines, paragraph 18.  
 
 
24 larger competitor than the Parties post -Transaction and Bosch, Hitachi, Denso and 
Driv will also remain as significant competitors.  
(83) The resul ts of the market investigation confirm that  a majority of IAM customers do 
not face significant barriers when switch ing from one supplier to another , whereas 
switching is more difficult for OEM c ustomers82 and that a vast majority of OEM 
and IAM cust omers would be able to find alternative suppliers if the Parties 
increased their prices.83 Furthermore, t he market investigation confirms that 
competitors have  spare capacity to increase production if they received more 
orders.84 Finally , none of the  custome rs or competitors  responding to the market 
investigation considered that the proposed T ransaction could have a negative impact 
on the market for ignitio n coils .85  
(84) In view of the above, the Commission considers  that the proposed Transaction does 
not raise s erious doubts as to its compatibility with the internal market  as regards the 
supply of ignition coils  in the OEM/OES  and IAM segments , under any plausible  
product or geographic market definition. 
4.2.5. EGR valves  (IAM channel)  
(85) The Parties have provided shares at EEA and Member State level for the sale in the 
IAM channel of (i) EGR valves for LVs overall , (ii) EGR valves for diesel engine 
LVs, (iii) EGR valves for gasoline engine LVs; (iv) electronic EGR valves for diesel 
engine LVs; (v) pneumatic EGR valves for diesel engine LVs; and (vi) electronic 
EGR valves for gasoline engine LVs . The Parties do not overlap in the sale of EGR 
systems or pneumatic EGR valves in the gasoline segment.  
(86) At EEA (or worldwide) level , the proposed T ransaction would not  give rise to a ny 
affected market in any of these sub -segmentations.  
(87) At national level , the proposed T ransaction would only give rise to affected markets 
in the sale of (i) EGR valves for diesel engine LVs in Croatia, Estonia, Germany and 
Romania ; (ii)  electronic EGR val ves for diesel engine LVs  in Croatia, Germany, 
Slovenia, Estonia and Romania ; and (iii) pneumatic EGR valves for diesel engine 
LVs in Croatia , Estonia, Germany, Poland  and Romania.86  
(88) Table 9 below shows the Parties ’ and their main competitors ’ share s in value and 
volume in the sale of EGR valves for diesel engine  LVs in the IAM channel in 
201987 in Croatia, Estonia, Germany and Romania.  In all these Member States, the 
                                                 
82  Reply to question 13 of t he questionnaire to customers. Whereas the results of the market investigation 
show that switching is easier for IAM customers than for OEM customers, because the market share 
increment brought by the transaction in the OEM channel is […] [0 -5]% the impact  in this channel is 
minimal.  
83  Reply to question 14 of the questionnaire to customers.  
84  Reply to question 13 of the questionnaire to competitors.  
85  Reply to question of the questionnaire to customers.  
86  In the EEA, the Parties overlap in the sale of (overall) EG R V alves for LV s to the IAM  channel in the 
following countries , none of which would be an affected market: Belgium, Bulgaria, Croatia, Czech 
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, 
Lithuani a, Netherlands, Poland, Portugal, Romania, Slovenia, Spain, and the United Kingdom.  
87  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
 
 
25 market share increment would be below [0-5]% and , except for Romania ( where the 
combined share is [20 -30]%, but with the lowest share increment), the combined 
share is always below 25%. In all the aforementioned Member States,  the Parties 
would still face competition from one competitor with shares in the  range of 15 -25% 
(Pierburg) and three other competitors (Valeo, Denso and DRI/Elstock) with shares 
ranging between 5 % and 15%. The increment is minimal in absolute terms, 
consisting  of EUR […] and […] units in Croatia, EUR […] and […] units in Estonia, 
EUR […] and […] units sold in Romania and less than […] units in Germany.  
Table 9: EGR Valves for LVs w ith diesel engines (IAM) -  2019 - Affected 
marke ts88 
Company  Sales 
Volume  Mar ket Shar e 
(Volume %)  Sales Value 
(EUR)  Mar ket Shar e 
(Value %)  
Croatia  
BorgWarner  […] [20-30]% […] [20-30]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
Pierburg  […]-[…] 15-25% […]-[…] 15-25% 
Valeo  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15% 
VEMO  […]-[…] 0-10% […]-[…] 0-10% 
SMPE  […]-[…] 0-10% […]-[…] 0-10% 
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 5-15% […]-[…] 5-15% 
Total  […] 100.0%  […] 100.0%  
Estonia  
BorgWarner  […] [20-30]% […] [20-30]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
Pierburg  […]-[…] 15-25% […]-[…] 15-25% 
Valeo  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15% 
VEMO  […]-[…] 0-10% […]-[…] 0-10% 
SMPE  […]-[…] 0-10% […]-[…] 0-10% 
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 10-20% […]-[…] 10-20% 
Total  […] 100.0%  […] 100.0%  
                                                 
88  In the EEA, the Parties overlap in the sale of EG R V alves for LV s with diesel engines to the IAM  channel 
in the following countries: Belgium, Bulgaria, Croatia, Czech Republic, Denmark, Estonia, Finland, 
France, G ermany, G reece, Hungary, Ireland, Italy, Latvia, Lithuania, Netherlands, Poland, Portug al, 
Romania, Slovenia, Spain and the United Kingdom. The table only reports those overlaps resulting in 
affected markets.  
 
 
26 Company  Sales 
Volume  Mar ket Shar e 
(Volume %)  Sales Value 
(EUR)  Mar ket Shar e 
(Value %)  
Ge rmany  
BorgWarner  […] [10-20]% […] [20-30]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
Pierburg  […]-[…] 15-25% […]-[…] 15-25% 
Valeo  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15% 
VEMO  […]-[…] 0-10% […]-[…] 0-10% 
SMPE  […]-[…] 0-10% […]-[…] 0-10% 
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 10-20% […]-[…] 10-20% 
Total  […] 100.0%  […] 100.0%  
Romania  
BorgWarner  […] [20-30]% […] [20-30]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
Pierburg  […]-[…] 15-25% […]-[…] 15-25% 
Valeo  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15% 
VEMO  […]-[…] 0-10% […]-[…] 0-10% 
SMPE  […]-[…] 0-10% […]-[…] 0-10% 
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 5-15% […]-[…] 5-15% 
Total  […] 100.0%  […] 100.0%  
Source: Form CO, Table 21.  
(89) Table 10 below shows the Parties ’ and their main competitors ’ share s in value and 
volume in the sale of electronic EGR valves for diesel engine LVs  in the IAM 
channel in 201989 in Croatia, Estonia, Germany , Romania  and Slovenia . In all  these 
Member States, the share increment would in all cases be below [0-5]%, except in 
Slovenia ( [0-5]% in value and [0-5]% in volume ). The Parties’ combined share 
would also remain […] [20 -30]% except in Romania ( [20-30]% in value , but only 
[20-30]% in v olume ). In all the aforementioned Member States,  the Parties would 
still face competition from one competitor with shares in the range of 15-25% 
(Pierburg) and three  other  competitors (Valeo, Denso and DRI/Elstock) with shares 
ranging between 5 and 15%.  The increment would be minimal in absolute terms, 
consist ing of EUR […] and […] units in Croatia, EUR […] and […] units in Estonia, 
EUR […] and […] units sold in Romania , EUR […] and […] units in Slovenia  and 
less than […] units  in Germany.   
                                                 
89  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
 
 
27 Table 10: Electronic EGR Valves for LVs w ith diesel engines (IAM) – 2019 – 
Affected markets  
 
Company  Sales 
Volume  Mar ket Shar e 
(Volume %)  Sales Value 
(EUR)  Mar ket Shar e 
(Value %)  
Croatia  
BorgWarner  […] [20-30]% […] [20-30]%  
Delphi  […] [0-5]% […] [0-5]%  
Combined  […] [20-30]% […] [20-30]%  
Pierburg  […]-[…] 15-25% […]-[…] 15-25%  
Valeo  […]-[…] 5-15% […]-[…] 5-15%  
Denso  […]-[…] 5-15% […]-[…] 5-15%  
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15%  
VEMO  […]-[…] 0-10% […]-[…] 0-10%  
SMPE  […]-[…] 0-10% […]-[…] 0-10%  
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10%  
Others  […]-[…] 5-15% […]-[…] 5-15%  
Total  […] 100.0%  […] 100.0%  
Estonia  
BorgWarner  […] [10-20]% […] [20-30]%  
Delphi  […] [0-5]% […] [0-5]%  
Combined  […] [10-20]% […] [20-30]%  
Pierburg  […]-[…] 15-25% […]-[…] 15-25%  
Valeo  […]-[…] 5-15% […]-[…] 5-15%  
Denso  […]-[…] 5-15% […]-[…] 5-15%  
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15%  
VEMO  […]-[…] 0-10% […]-[…] 0-10%  
SMPE  […]-[…] 0-10% […]-[…] 0-10%  
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10%  
Others  […]-[…] 10-20% […]-[…] 10-20%  
Total  […] 100.0%  […] 100.0%  
Germany  
BorgWarner  […] [10-20]% […] [20-30]%  
Delphi  […] [0-5]% […] [0-5]%  
Combined  […] [20-30]% […] [20-30]%  
Pierburg  […]-[…] 15-25% […]-[…] 15-25%  
Valeo  […]-[…] 5-15% […]-[…] 5-15%  
Denso  […]-[…] 5-15% […]-[…] 5-15%  
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15%  
VEMO  […]-[…] 0-10% […]-[…] 0-10%  
SMPE  […]-[…] 0-10% […]-[…] 0-10%  
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10%  
Others  […]-[…] 10-20% […]-[…] 10-20%  
Total  […] 100.0%  […] 100.0%  
 
 
28 Company  Sales 
Volume  Mar ket Shar e 
(Volume %)  Sales Value 
(EUR)  Mar ket Shar e 
(Value %)  
Romania  
BorgWarner  […] [10-20]% […] [20-30]%  
Delphi  […] [0-5]% […] [0-5]%  
Combined  […] [20-30]% […] [20-30]%  
Pierburg  […]-[…] 15-25% […]-[…] 15-25%  
Valeo  […]-[…] 5-15% […]-[…] 5-15%  
Denso  […]-[…] 5-15% […]-[…] 5-15%  
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15%  
VEMO  […]-[…] 0-10% […]-[…] 0-10%  
SMPE  […]-[…] 0-10% […]-[…] 0-10%  
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10%  
Others  […]-[…] 5-15% […]-[…] 5-15%  
Total  […] 100.0%  […] 100.0%  
Slovenia  
BorgWarner  […] [10-20]% […] [20-30]%  
Delphi […] [5-10]% […] [0-5]%  
Combined  […] [20-30]% […] [20-30]%  
Pierburg  […]-[…] 15-25% […]-[…] 15-25%  
Valeo  […]-[…] 5-15% […]-[…] 5-15%  
Denso  […]-[…] 5-15% […]-[…] 5-15%  
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15%  
VEMO  […]-[…] 0-10% […]-[…] 0-10%  
SMPE  […]-[…] 0-10% […]-[…] 0-10%  
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10%  
Others  […]-[…] 10-20% […]-[…] 10-20%  
Total  […] 100.0%  […] 100.0%  
Source: Form CO, Table 24 
(90) Table 11 below shows the Parties ’ and their  main competitors ’ share s in value and 
volume in the sale of pneumatic EGR valves for diesel engine LVs  in the IAM 
channel in 201990 in Croatia, Estonia, Germany , Poland and Romania. In all these 
Member States, the market share increment would in all cases be below [0-5]% and 
the Parties’ combined share in value would also remain below 25% except in 
Romania , with  [20-30]% but with virtually no increment (only […] valves) . The 
Parties would face competition from the same players and with similar strength as i n 
electronic valves. The share increment is minimal in absolute terms, always 
consisting of less than […] valves (except in Poland, […]).   
                                                 
90  Accordi ng to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
 
 
29 Table 11: Pneumatic EGR Valves for LVs w ith diesel engines (IAM) – 2019 – 
Affected markets  
Company  Sales Volume  Mar ket 
Share  
(Volume %)  Sales Value 
(EUR)  Mar ket Shar e 
(Value %)  
Croatia  
BorgWarner  […] [20-30]% […] [20-30]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
Pierburg  […]-[…] 15-25% […]-[…] 15-25% 
Valeo  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15% 
VEMO  […]-[…] 0-10% […]-[…] 0-10% 
SMPE  […]-[…] 0-10% […]-[…] 0-10% 
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 5-15% […]-[…] 5-15% 
Total  […] 100.0%  […] 100.0%  
Estonia  
BorgWarner  […] [20-30]% […] [20-30]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
Pierburg  […]-[…] 15-25% […]-[…] 15-25% 
Valeo  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15% 
VEMO  […]-[…] 0-10% […]-[…] 0-10% 
SMPE  […]-[…] 0-10% […]-[…] 0-10% 
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 5-15% […]-[…] 5-15% 
Total  […] 100.0%  […] 100.0%  
Ge rmany  
BorgWarner  […] [20-30]% […] [10-20]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [20-30]% […] [10-20]% 
Pierburg  […]-[…] 15-25% […]-[…] 15-25% 
Valeo  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15% 
VEMO  […]-[…] 0-10% […]-[…] 0-10% 
SMPE  […]-[…] 0-10% […]-[…] 0-10% 
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 10-20% […]-[…] 10-20% 
Total  […] 100.0%  […] 100.0%  
 
 
30 Company  Sales Volume  Mar ket 
Share  
(Volume %)  Sales Value 
(EUR)  Mar ket Shar e 
(Value %)  
Poland  
BorgWarner  […] 21.5%  […] 20.1%  
Delphi  […] 0.6%  […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
Pierburg  […]-[…] 15-25% […]-[…] 15-25% 
Valeo  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15% 
VEMO  […]-[…] 0-10% […]-[…] 0-10% 
SMPE  […]-[…] 0-10% […]-[…] 0-10% 
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 10-20% […]-[…] 10-20% 
Total  […] 100.0%  […] 100.0%  
Romania  
BorgWarner  […] [30-40]% […] [20-30]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [30-40]% […] [20-30]% 
Pierburg  […]-[…] 15-25% […]-[…] 15-25% 
Valeo  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
DRI/Elstock  […]-[…] 5-15% […]-[…] 5-15% 
VEMO  […]-[…] 0-10% […]-[…] 0-10% 
SMPE  […]-[…] 0-10% […]-[…] 0-10% 
MEAT&Doria  […]-[…] 0-10% […]-[…] 0-10% 
Others  […]-[…] 0-10% […]-[…] 0-10% 
Total  […] 100.0%  […] 100.0%  
Source: Form CO, Table 25 
(91) In conclusi on, the relatively low combined  market shares and in particular the 
marginal increments  illustrate that the structure of supply in the EGR valve markets 
will remain substantially unchanged as a result of the proposed Transaction. In 
addition, the vast majo rity of customers have confirmed in the market investigation 
that they do not to face significant barriers to switch EGR valves suppliers and that, 
were the Parties to increase prices significantly, they would be able to find several 
alternative suppliers .91  
(92) In view of the above, the Commission considers that the proposed Transaction  does 
not raise serious doubts as to its compatibility with the internal market  as regards  the 
supply of EGR valves for LVs in the IAM channel, under any plausible product or 
geographic market definition.  
                                                 
91  See reply to questions 13 and 14 to questionnaire to customers.  
 
 
31 4.2.6. Glow plugs  (IAM channel)  
(93) At EEA (or worldwide) level , the proposed T ransaction would not  give rise to any 
affected market under any plausible product market definition.  
(94) At national level , Table 12 below  shows the Parties’ and their main competitors’ 
shares in value and volume in the sale of (overall) glow plugs for LVs  in the IAM 
channel in those markets which would be affected in 2019: 92(i) Portugal  ([20-30]% 
by value and volume) ; and (ii) Romania  ([30-40]% by value and volume) . In both 
Member States, the market share increment always remains […] [0-5]% and the 
Parties would face competition from players with similar strength such as NGK and 
Bosch .  
Table 12: Glow Plugs for light vehicles (IAM) - 2019 -  Affected markets93 
 
Company   
Sales 
Volume  Mar ket  
Share (Volume %)   
Sales Value 
(EUR)  Mar ket  
Share  
(Value 
%) 
Portugal  
BorgWarner  […] [20-30]% […] [20-30]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [20-30]% […] [20-30]% 
NGK  […]-[…] 20-30% […]-[…] 20-30% 
Bosch  […]-[…] 20-30% […]-[…] 20-30% 
Hydria  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
Driv […]-[…] 5-15% […]-[…] 5-15% 
Others  […]-[…] 0-10% […]-[…] 0-10% 
Total  […] 100.0%  […] 100.0%  
Romani a 
BorgWarner  […] [30-40]% […] [30-40]% 
Delphi  […] [0-5]% […] [0-5]% 
Combined  […] [30-40]% […] [30-40]% 
NGK  […]-[…] 20-30% […]-[…] 20-30% 
Bosch  […]-[…] 20-30% […]-[…] 20-30% 
Hydria  […]-[…] 5-15% […]-[…] 5-15% 
Denso  […]-[…] 5-15% […]-[…] 5-15% 
Driv […]-[…] 5-15% […]-[…] 5-15% 
Others  […]-[…] 0-10% […]-[…] 0-10% 
Total  […] 100.0%  […] 100.0%  
Source: Form CO, Table 18. 
                                                 
92  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
93  In the EEA, the Parties overlap in the sale of glow plugs for LVs  to the IAM in the following countries: 
Austria, Belgium, Czech Republic, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Ital y, 
Latvia, Lithuania, Malta, Netherlands, Poland, Portugal, Romania, Spain, Sweden, and the United 
Kingdom. The table only reports those overlaps resulting in affected markets.  
 
 
32 (95) Table 13 below shows the Parties’ and their main competitors’ shares in value and 
volume in the sale of metallic glow plugs94 for LVs in those markets that would be 
affected in the IAM channel in 2019 :95 (i) Portugal , ([20-30]% by value and 
[20-30]% by volume); and  (ii) Romania , ([30-40]% by value and [30 -40]% by 
volume) . In both Member States, the market share increment would always remain  
below [0-5]% and the Parties would face competition from players with similar 
strength such as NGK and Bosch .  
Table 13: Metallic glow plugs for light vehicles (IAM) -  2019 - Affected 
marke ts96 
 
Company   
Sales 
Volume  Mar ket  
Share  
(Volume %)   
Sales Value 
(EUR)  Mar ket  
Share  
(Value %)  
Portug
al 
BorgWarner  […]  [20-30]%  […] [20-30]%  
Delphi  […] [0-5]%  […] [0-5]%  
Combined  […] [20-30]%  […] [20-30]%  
NGK  […]-[…] 20-30%  […]-[…] 20-30%  
Bosch  […]-[…] 20-30%  […]-[…] 20-30%  
Hydria  […]-[…] 5-15%  […]-[…] 5-15%  
Denso  […]-[…] 5-15%  […]-[…] 5-15%  
Driv  […]-[…] 5-15%  […]-[…] 5-15%  
Others  […]-[…] 5-15%  […]-[…] 5-15%  
Total  […] 100.0%  […] 100.0%  
Roman
ia 
BorgWarner  […] [30-40]%  […] [30-40]%  
Delphi  […] [0-5]%  […] [0-5]%  
Combined  […] [30-40]%  […] [30-40]%  
NGK  […]-[…] 20-30%  […]-[…] 20-30%  
Bosch  […]-[…] 20-30%  […]-[…] 20-30%  
Hydria  […]-[…] 5-15%  […]-[…] 5-15%  
Denso  […]-[…] 5-15%  […]-[…] 5-15%  
Driv  […]-[…] 5-15%  […]-[…] 5-15%  
Others  […]-[…] 0-10%  […]-[…] 0-10%  
Total  […] 100.0%  […] 100.0%  
Source: reply to question 4(b) of RFI 5 
                                                 
94  The sub -segment of LV  ceramic glow plugs to the IAM channel does not give ri se to affected markets at 
EEA or national level.  
95  According to the Parties, their combined market shares in 2017 and 2018 do not significantly differ from 
those in 2019.  
96  In the EEA, the Parties overlap in the sale of metallic glow plugs for LVs  to th e IAM in the following 
countries: Austria, Belgium, Czech Republic, Estonia, Finland, France, G ermany, G reece, Hungary, 
Ireland, Italy, Latvia, Malta, Netherlands, Poland, Portugal, Romania, Spain, Sweden and United 
Kingdom. The table only reports those ov erlaps resulting in affected markets.  
 
 
33 (96) The Commission considers that the limited share increment as regards the supply of 
glow plugs overall or the sub -segment of metallic glow plugs in the IAM  channel in 
Portugal and Romania  (no more than [0 -5]%) illustrates that the supply structure of 
the market will not be fundamentally altered by the proposed Transaction . 
Furthermore, in each country , the Parties will  continue to  face significant 
competitio n from international players such as NGK, Bosch, Hydria, Denso, Driv.    
(97) The results of market investigation also show that  a majority of IAM customers do 
not face significant barriers when switching from one supplier to another,97 and that 
a vast majority consider they would be able to find alternative suppliers if the Parties 
increased their prices.98 According to the results  of the market investigation,  there 
appears to be some spare capacity in the industry .99 Finally , the quasi totality of the 
IAM customer s responding to the market investigation considered that the 
Transaction would have no impact in this market .100   
(98) In view of the above, the Commission considers  that the proposed Transaction does 
not raise serious doubts as to its compatibility with the int ernal market,  as regards 
the supply of glow plugs or any sub -segment thereof in the IAM channel, under any 
plausible product or geographic market definition.  
4.3. Vertical effects  
(99) As explained in paragraph (7) , the Transaction does n ot give rise to any actual 
vertically affected markets.  
(100)  There is one potential vertical relationship between the Parties that relates to the 
IAM. Automotive parts suppliers active in the IAM will typically, to some extent, 
purchase IAM parts manufactured b y other players to resell them to their IAM 
customers. In particular , Delphi purchases EGR valves, glow plugs, GPCMs and 
ignition coils for resale to customers of its Aftermarket Division.101 Today, 
BorgWarner manufactures and sells each of these parts to it s own IAM customers, 
and it could theoretically begin selling such parts to Delphi’s IAM customers. A 
potential vertical relationship, therefore, arguably arises in those instances where, 
when looking at the products which each company sells into the IAM s egment, one 
party is active in the manufacture and sale of the product, and the other is active in 
the purchase and resale of that same product.  
(101)  In this scenario, both Parties would also be active in the downstream sale of that 
product to IAM customers . Accordingly , any such potential vertical overlap would 
have necessarily resulted in a horizontal overlap in the downstream market,102 which 
                                                 
97  Reply to question 13 of the questionnaire to customers.  
98  Reply to question 14 of the questionnaire to customers.  
99  Reply to question 13 of the questionnaire to competitors.  
100  Reply to question 17 of the question naire to customers.  
101  Delphi also purchases other products it does not manufacture for resale to IAM customers, such as brake 
pads, brake discs, etc. Delphi estimates that approx imately [50 -60]% of all Delphi sales in the IAM are of 
products sourced from third party suppliers, and the remaining [50 -60]% is of manufactured products by 
allied Delphi plants. However, BorgWarner does not manufacture and sell such parts into the IAM 
channel (reply to question 2 of RFI 6).  
102  Downstream, the Parties’ 2019 combin ed or individual share ex ceeded 30% in the following markets:  
 
 
 
34 have already been discussed above  and none of which give rise to any competition 
concerns.103 It therefore follows that th ese potential vertical relationships will also 
not give rise to any competition concerns .  
(102)  In view of the above, the Transaction does not raise serious doubts as to its 
compatibility with the internal market, with regard to the  potential vertical 
relations hip between the Parti es with regard to the resale of components in the IAM 
segment . 
4.4. Conglomerate effects  
(103)  During the market investigation, s ome competitors raised the possibility that the 
proposed Transaction could result in conglomerate effects  due to  the Parties’ large 
combined product portfolio, in particular by selling ignition coils bundle d with other 
products .104 
(104)  The Commission considers it very unlikely that post -merger, the merged entity 
would have the ability to leverage its market power in any produc t market to bundle 
or tie other products or to engage in any other foreclos ure practices. The 
Commission considers that t he merged entity will not have a sufficiently strong 
market position to engage in such type of practices , for the following reasons .  
(105)  First, there is no evidence of the merged entity having a significant degree of market 
power in any market. It is clear that in those markets where horizontal overlaps arise 
as a result of the T ransaction, no market power exists for the reasons explained in  
this Decision  (in particular, the Parties’ moderate market shares and the continuing 
presence of significant competitors) . As regards other product markets, where only 
one of the Parties would be present, given  that there are no horizontal overlaps or 
vertical links in respect of other products produced by the Parties, the Commission 
does not have information as to the Parties’ market position in such markets. 
However, apart from some general arguments relating to the wide product portfolio 
of the merged e ntity, no respondent to the market investigation highlighted any 
specific strength in a particular market apart from ignition coils.   
                                                                                                                                                      
(i) G low plugs for LV  (IAM) in Romania where the Parties’ combined share is [30 -40]%, by volume and 
by value, with an increment from Delphi of [0 -5]%. The Parties’ EEA -wide share in this product  is only 
[5-10]%, with an increment from Delphi of [0 -5]%. 
(ii) Pneumatic EG R valves for LV s with diesel engines (IAM) in Romania, where the Parties’ combined 
share is [30 -40]% (but only [20 -30]% by value) with an increment from Delphi of [0 -5]% or less. T he 
Parties ’ EEA -wide share in this product is only [5 -10]% by volume and [5 -10]% by value, in both cases 
with an increment from Delphi of [0 -5]%. 
(iii) Metallic glow plugs for LV s (IAM) in Romania, where the Parti es’ combined value share is 
[30-40]%, with an increment of [0 -5]% from Delphi. The Parties’ EEA -wide share in this product is only 
[5-10]% by volume and [5 -10]% by value, with an increment from Delphi of no more than [0 -5]%. 
(iv) Coil pack ignition coils for LV s (IAM) in Romania, where the Parties’  combined share is [30 -40]% by 
value (but only [20 -30]% by volume) with an increment from BorgWarner of [5 -10]% ([5 -10]% by 
volume). The Parties’ EEA -wide share in this product is only [10 -20]% by volume and [10 -20]% by 
value, with an increment from BorgWa rner of no more than [0 -5]%.   
103  Upstream , the Parties have confirmed that their combined market shares in the markets for the 
manufacture and sale of (i) EGR valves for LV s sold to the IAM; ( ii) glow plugs for LV s sold to the IAM; 
(iii) GPCMs for LVs sol d to the IAM; and ( iv) ignition coils for LV s sold to the IAM, are all below 30% 
under any plausible product market defin ition, in the EEA and worldwide (reply to questions 1(b) and 2 of 
RFI 6).   
104  See replies to questions 17 and 18 in questionnaire to c ompetitors.  
 
 
35 (106)  With respect to ignition coils, the Transaction is unlikely to change the ability or 
incentive to utilise ignition coils t o foreclose , given that the merged entity’s position 
is not materially strengthened by the proposed Transaction , multiple competitors 
remain and there appears to be  spare capacity  in the industry.105 Additionally,  there 
is no evidence of Delph i (or BorgWarne r) to date using its existing market position 
to tie or bundle . Furthermore, customers do not face significant costs to switch 
supplier.106 
(107)  Second, there are sophisticated competitors with diversified product portfolios such 
as Bosch, Continental, Denso or V aleo who all have t he ability to react to any tying 
or bundling strategy  attempted by the merged entity.  Such competitors could e xpand 
production , lower  the price of single components or offer similar or other bundles 
based on their portfolio. 
(108)  Furthermore,  in particular as regards the OEM/OES channel, as the Notifying Party 
mentions,107 there are a number of structural elements that make the bundling of 
tying of different components  unlikely . First, OEMs tend to use separate supplier 
panels and conduct separa te RFQs/ tenders for each product/system. Second, in the 
course of developing a new engine, transmission, or other vehicle system, different 
parts would be designed, bid, and selected at different times. T hird, each 
part/component/system has different life cycles and replacement cycles.  
(109)  Finally, as stated in the Guidelines on the assessment of non -horizontal mergers ,108 
the fact that the merged entity will have a broad range or portfolio of products does 
not, as such, raise competition concerns.  
(110)  In view of the  above, the Commission con siders  that the re is no evidence to suggest 
that the  proposed transaction would  give rise to any conglomerate effects in the 
interna l market.  
5. CONCLUSION  
(111)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission 
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice-President  
                                                 
105  See replies to question 13 in the questionnaire to competitors.  
106  See recital (83) . 
107  Form CO, paras. 312 and following  
108  G uidelines on the assessment of non -horizontal mergers under the EUMR (the “Non -Horizon tal Mergers 
Guidelines”), OJ C 265, 18 October 2008.