Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 2 29-64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  
  EUROPEAN COMMISSION  
 
 
 
 
 
Brussels, 30.4.2018  
C(2018)  2744 final  
 
 
 
To the notifying party  
Subject : Case M. 8652 – Accuride / Mefro Wheels  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2 ) of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 12 March 2018 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which  Accuride 
Corporation  ("Accuride", US) acquires within the meaning of Article 3(1)(b) of 
the Merger Regulation by way of pur chase of shares sole control of the whole of 
the undertaking Mefro Wheels GmbH ("Mefro Wheels", Germany) (the 
"Transaction" ).3 Accuride  is designated hereinafter as the "Notifying Party" and 
together with Mefro Wheels as the "Parties".  
(2) This concentration has been referred to the Commission by Germany pursuant to 
Article 22(3) of the Merger Regulation  (the "Referral Request") . The Referral 
Request was subsequently joined by the Netherlands, Poland and Spain.  
1. THE PARTIES  AND THE CONCENTRAT ION 
(3) Accuride  is a supplier of steel and aluminium wheels and wheel -end components, 
such as brake drums, disc brake rotors and slack adjusters for trucks, buses and 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( 'TFEU ') has introduced certain changes, such as the 
replacement of 'Community ' by 'Union ' and 'common market ' by 'internal market '. The terminology of 
the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 105, 20.3.2018 , p. 7.  
PUBLIC VERSION  
 In the published version of this decision, some 
information has been omitted pursuant to Article 
17(2) of Council Regulation (EC) No 139/2004  
concerning non -disclosure of business secrets and 
other confidential information. The omissions are 
shown thus […]. Where possible the information 
omitted has been replaced by ranges of figures or a 
general description.  
 
2 trailers . Accuride produces and provides components for the trucks, buses and 
trailers  indus try in North America, and is active in the EEA through its  80.94% 
shareholding  Italian subsidiary Gianetti Ruote S.r.l. ("Gianetti").4 Gianetti 
supplies  steel wheels for commercial vehicles for original equipment 
manufacturers ("OEMs")5, especially for tru cks, buses and trailers.6 Accuride is 
ultimately controlled by funds managed by the private equity firm Crestview 
L.L.C . The remaining shares in Gianetti are held by MW Italia S.r.l. ("MW 
Italia").7  
(4) Mefro Wheels  produces and supplies  steel wheels for trucks, buses and trailers , 
light commercial vehicles and passenger cars, as well as for  construction 
machinery ( i.e. loaders, road machinery, excavators and forklifts) and agricultural 
machinery ( i.e. tractors, combines, harvesters etc.) . 
(5) Pursuant to a Share Purchase A greement dated  16 June 2017, Accuride will 
acquire 100% of shares in Mefro Wheels .8 Therefore, the Transaction consists of 
the acquisition by Accuride of sole control over Mefro Wheels within the 
meaning of Article 3(1)(b) of the Merger Regulatio n.  
2. EU DIMENSION  
(6) The undertakings concerned do not have a combined aggregate world -wide 
turnover of more than EUR 5 000 million (Accuride  EUR […] million; Mefro 
Wheels EUR […] million) , and the Notifying Party  does not have an aggregate 
EU-wide turnover in  excess of EUR 250 million (Accuride  EUR […] million; 
Mefro Wheels EUR […] million). As a result, the Transaction does not have an 
EU dimension within the meaning of Article 1 of the Merger Regulation.  
(7) As mentioned above in paragraph  (2), on 1 September 2017 the Commission 
received  the Referral Request  from Germany , which was joined by Poland, Spain 
and the Netherlands .  
(8) On 11 October 2017 the Commission adopted a decision p ursuant to Article 22(3) 
of the Merge r Regulation  accepting the Referral Request .9 On this basis , the 
Commission acquired jurisdiction to review the Transaction.  
                                                 
4    Annex 2.1 to the Commitments,  Amended Shareholders' Agreement paragraph B.  
5  Gianetti also supplies […] aluminium wheels to the independent aftermarket ("IAM") customers in 
the EEA that accounted for approximately EUR […] of the EEA revenue of the last full financial 
year. These alum inium wheels are exported from one of Accuride's aluminium pla nts in North -
America.  
6  Gianetti manufactures and supplies single -piece wheels. As regards multi -piece wheels, Gianetti 
stopped manufacturing these a few years ago, but sells multi -piece wheel s […]. Therefore, this shall 
not be further discussed in the competitive assessment below.  
7  MW Italia has no c ontrol over Gian etti, which is solely controlled by Accuride.  
8  The Transaction includes the acquisition of Mefro Wheels U.S. Corp, which opera tes in the US and 
Latin American countries, and of certain IP rights of Kronprinz GmbH (both of which are subsidiaries 
of Mefro Wheels) . 
9  M.8652 – Accuride/Mefro Wheels – Article 22 decision, of 11 October 2017.  
 
3 3. RELEVANT MARKETS   
(9) Both Parties manufacture and sell steel wheels for buses, trucks and trailers , both 
for the OEM market  (which includ es all  wheels sold to bus, truck and trailer 
manufacture rs both for first installation on the vehicle upon first assembly and 
wheels intended as original spare parts [Original Equipment Services, " OES ", if 
applicable10]) as well as to the independent aftermarket ("IAM") , although  to a 
very limited extent  (see paragraph  (55)). 
(10) As only Mefro Wheels supplies steel wheels for light vehicles ( i.e. passenger cars 
and light commercial vehicles), the Parties' activities do not overlap in this regard. 
However,  as the min ority shareholder of Gianetti, MW Italia  is active in the 
market of steel wheels for light vehicles in the EEA , this market will be assessed 
below in view of possible coordinated  effects.11 
3.1. Product market definition  
(11) The wheel is the rotating component of t he vehicle, located between the tyre and 
the hub. A wheel comprises of (i) a rim, the perimeter of the wheel which 
supports the tyre, and (ii) a disc, the vertical part of the wheel that serves as the 
connection between the wheel and the hub/axel that is w elded or connected with 
bolts to the rim.  
 
 
 
(12) Wheels for trucks, buses and trailers  can be made from steel or aluminium. 
Accuride is active in the manufacturing of aluminium wheels only in the US  and 
Mefro Wheels does not m anufacture aluminium wheels for trucks, buses or 
trailers  anywhere in the world. In the EEA, Arconic is the only manufacturer of 
aluminium wheels for trucks, buses and trailers . 
3.1.1.1.  The Notifying Party's view  
(13) The Notifying Party has not claimed aluminium wheels to belong to the same 
market as steel wheels but submits that aluminium wheels,  regardless of whether 
                                                 
10  Automotive suppliers do not know whether the components they sell to manufacturers are used in the 
first installation or sold as OES components.  
11   MW Italia currently holds 19.06% of non -controlling shares in Gianetti.  

 
4 they form part of the same market or not, exert a competitive constraint over steel 
wheels for buses, trucks or trailers .12  
3.1.1.2.  The Commission's assessment  
(14) For the reasons below, the Commission takes the view that steel wheels for 
trucks, buses and trailers  and aluminium wheels for trucks, buses and trailers  form 
part of distinct product markets.  
(15) First , from a demand -side point of view, customers responding to the market 
investigation explained that steel wheels and aluminium wheels present 
significant differences in terms of price and weight.13 Aluminium wheels weigh 
approximately 24kg while steel wheels weigh on average 36kg. In  terms of costs, 
the aluminium wheels' price is  generally  50% higher than that of  steel wheels for 
trucks, buses and trailers .14 
(16) Second , all customers responding to the market investigation indicated that  in the 
event of a permanent 5 -10% increase in the pr ice of steel wheels , they would not 
mount aluminium wheels instead.15 
(17) Third , from a supply -side point  of view, the  Commission understands that  
manufacturing process es of aluminium wheels and steel wheels are largely 
different . Consistent  with the Notifying Party's  allegation,16 respondents to the 
market investigation indicated that a manufacturer of steel wheels for trucks, 
buses and trailers  would need to make significant investments in order to start 
producing aluminium wheels , given that the underlying tec hnology and the 
production process are significantly different . This finding is also supported by 
the observation that  suppliers of  the two types of wheels are different: in the EEA 
Arconic supplies only aluminium wheels for trucks, buses and trailers , while 
Mefro Wheels, Maxion and Gianetti supply only steel wheels  for trucks, buses 
and trailers . 
3.1.1.3.  Conclusion  
(18) The Commission concludes that steel wheels for trucks, buses and trailers  and 
aluminium wheel s for trucks, buses and trailers  form part of distinct pro duct 
markets.  
 
(19) In previous decisions on automotive components, the Commission has considered 
separate relevant product markets based on the type of vehicles for which the 
                                                 
12   Form CO, paragraphs 79 and 80, paragraph 335 et seq . 
13  Minutes of conference call with a customer, 7 December 2018; Minutes of conference call with a 
customer, 4 December 2017.  
14  Form CO, paragraph 341 . 
15  Replies to question 22 of eQuestionnaire 1 – Customers.  
16  Form CO, footnote 17 . 
 
5 components are intended, and has considered markets for (i) components for light 
vehicles  and (ii) components for heavy commercial vehicles.17  
3.1.2.1.  The Notifying Party's view  
(20) The Notifying Party submits that the traditional dist inction between light and 
heavy vehicles is also applicable to steel wheels. As regards heavy vehicles, t he 
Notifying Party submits  that wheels for trucks, buses and truck trailers  consti tute 
one single product market, for the following reasons :18 
(21) First , wheels for trucks and buses  are interchangeable, and sourced by the same 
custom ers, often via one tender process for steel wheels for both trucks and buses. 
The customer base for wheels for trailers is distinct from the customer base for 
trucks and buses, but the technical characteristics are largely the same.19 
(22) Second , wheel manufact urers for trucks, buses and trailers  are able to produce the 
whole range of wheels, for trucks, buses and trailers, on the same production 
lines, subject to adjustments in the tooling and homologation (that are not 
different from the various adjustments av ailable for various trucks, buses and 
trailers wheels respectively).  
(23) Third, wheels for trucks, buses and trailers differ with respect to their pricing, but 
only because the input cost of steel differs, not for technical reasons.  
3.1.2.2.  The Commission's assessment  
(24) In line with previous cases, t he Commission considers  that steel wheels for  light 
vehicles (passenger cars and light commercial vehicles) form part of a separate 
product market. As mentioned above in paragraph (10), the Parties ’ activities  do 
not overlap on this market.  
(25) The Commission takes the view that steel wheels for truck s and buses form part 
of the same product market , whereas  steel wheels for trailers are likely to form 
part of a separate product market . 
(a) Steel wheels for buses and tr ucks 
(26) For the reasons  stated  below, the Commission takes the view that steel wheels for 
buses and steel wheels for trucks are substitutable  from the demand side . 
                                                 
17  Case No. COMP/M.6714 - U-Shin / Valeo CAM , paragraph 7; Case No. COMP/M.4456 - Mahle / 
Dana EPG , paragraphs 11 -13; Case No. COMP/M.3972 - TRW Automotive / Dalphi Metal Espana, 
paragraph 11; Case No. COMP/M.2036 - Valeo / Labinal , paragraph 13; Case No. COMP/M.8102 – 
Valeo / FTE , paragraph 18, Case No. COMP/M.7420 - ZF / TRW , paragraph 10 . 
18  Form CO, paragraphs 109 -131. 
19  The Notifying Party admits that there is a difference as regards the quality standards between wheels 
for trucks/buses and wheels for trailers, with quality standards for trucks/buses wheels being more 
stringent and i.e. involving a biaxial fatigue test (" LBF" test), but submits that large trailer OEMs, 
which account for approximately 80% of the overall demand of trailer wheels in the EEA, have 
developed technical specifications that are very similar to the truck/bus OEMs and include LBF 
testing. It is only  smaller trailer manufacturers and aftermarket customers that require a more basic 
TÜV test.  
 
6 (27) First , the majority of trucks and buses OEMs indicated that the same wheel can 
be mounted on bo th trucks and buses. According to the customers responding to 
the market investigation, this is true at least for the most common sizes of 
wheels.20 
(28) Second , all customers responding to the market investigation indicated that steel 
wheels for trucks and stee l wheels for buses comply with the same technical 
standards.21 
(29) Third, in spite of the market investigation show ing differentiate d customers' 
behaviours as to sourcing practices  - whilst a number of customers do not source 
steel wheels for buses and trucks through  the same tenders, a number of others 
indicated that they do22 - all truck and buses OEMs indicated that the price paid 
for steel wheels for trucks is the same of that of steel wheels for buses.  
(30) On the supply side , the market investigation indicated that steel wheels for buses 
and trucks are substitutable as:  
(31) First, steel wheels for trucks and buses are generally manufactured on the same 
production lines ; 
(32) Second, manufacturers  of steel wheels generally supply  wheels  for both buses and 
trucks (bein g in most cases the same wheel) ; and, 
(33) Third, suppliers of steel wheels generally are not aware  whether their wheels will 
be used for trucks or buses , when the two wheels are tendered together  by 
OEMs .23 
(34) In view of the above, the Commission has concluded that steel wheels for buses 
and trucks form part of the same market.  
(b) Steel wheels for trailers  
(35) For the reasons set out below, the Commission takes the view that steel wheels 
for trailers  likely do not form part of the same prod uct market  as that of steel 
wheels for trucks  and buses .  
(36) As regards the demand side , first, customers indicated that steel wheels for trailers 
are generally different t han those for trucks and buses24 and comply with 
technical standards different from those of steel wheels for buses and trucks.25 In 
particular, respondents to the market investigation indicated that steel wheels for 
                                                 
20  Replies to question 4 of eQuestionnaire 1 – Customers.  
21  Replies to question 7 of eQuestionnaire 1 – Customers.  
22  Minutes of meeting with a competitor, 8 Novemb er 2017 ; Minutes of conference call with a customer, 
15 December 2017; Minutes of conference call with a customer, 4 December 2017.  
23  Minutes of conference call with a customer, 4 December 2017.  
24  Several trucks/buses manufacturers, such as for example I veco, Daimler and MAN/Scania, do not 
manufacture trailers, and vice versa (e.g. Schmitz Cargobull only manufactures trailers). See Minutes 
of conference call with a customer, 15 December 2017; Minutes of conference call with a customer, 7 
December 2017; Mi nutes of conference call with a customer, 12 December 2017; Minutes of 
conference call with a customer, 18 December 2017.  
25  Replies to question 12 of eQuestionnaire 1 – Customers.  
 
7 trailers are generally heavier than those for buses and trucks and are for that 
reason in practice not mounted on these vehicles. The Commission understands 
that weight is such an important parameter of competition that customers do not 
consider  heavier wheels as interchangeable with lighter wheels.26 
(37) Second , steel wheels for t railers are generally sourced in dedicated tender s and are 
not sourced together with steel wheels for trucks and buses .27  
(38) Third , all customers indicated that if faced with a small but significant increase in 
the price of steel wheels for trucks and buses, they would not switch to a steel 
wheel for trailers.28 According to a customer responding to the market 
investigation this is due to a multitude of factors, such as " different sizes, different 
wheel weight, different load capacities ".29 
(39) From a supply -side perspective, respondents  to the market investigation indicated 
that the quality requirements for steel wheels for trailers are less stringent than 
those for steel wheels for buses and trucks , which render s the production process 
of steel wheels for buses and trucks more demanding than that of  steel wheels for 
trailers. T he main difference is that the latter are not required to pass the so-called 
LBF test.30 This additional complication to the production of steel wheels for 
trucks and buses explains why Maxi on, Mefro Wheels and Gianetti are the only 
suppliers of these products in the EEA, while there are a number of alternative 
suppliers of steel wheels for trailers.31 
3.1.2.3.  Conclusion  
(40) In light of the above, t he Commission concludes that steel wheels for trucks and 
buses are part of  one single product market, while steel wheels for trailers are 
likely to form  a separate  product market . Nevertheless, the exact market 
definition can be left open for the purposes of this decision , given that  the 
remedies submitted by the Notifying Party address the competition concerns 
identified by the Commission even under the narrowest plausible market 
definition.  
 
(41) Steel  wheels  for trucks, buses and trailers  can be manufactured according  to two 
different technologies , resulting in  (i) single -piece wheels and (ii)  multi -piece 
wheels.   
(42) Single -piece wheels  consist  of a spun disc and roll -formed rim, which are welded 
together. Multi -piece wheels comprise of a wheel rim and separate side ring that 
                                                 
26  Minutes of conference call with a customer, 7 December 2017; Minutes of conference call with a 
customer, 4 December 2017.  
27  Form CO, footnote 43.  
28  Replies to question 14 of eQuestionnaire  1 – Customers.  
29  Reply to question  14.1 of eQuestionnaire  1 – Customers by a customer . 
30  The LBF test (also known as biaxial fatigue test) simulates extreme road conditions to determine 
whether the wheel can still perform under significant pressure. Trucks and buses OEMs typically 
require suppliers to have passed this test in addition to their ow n respective homologation processes.  
31  Minutes of conference call with a competitor, 16 January 2018; Minutes of conference call with a 
customer, 7 December 2018.  
 
8 snaps into place and holds the inflated tire in place. Single -piece wheels are 
typically used with tubeless tyres, whereas multi -piece wheels , based on an older 
technology,  are generally used with tube -type tyres.32 
Figure 1 – single -piece  and multi -piece wheels  
 
(43) Originally, wheels developed for installation with tube tyres were multi -piece 
wheels. With the development of tubeless tyres, single -piece wheels were 
developed. Given that  tubeless tyres have today  almost completely replaced tube -
type tyres,  single -piece wheels have almost entirely replaced multi -piece 
wheels.33 Therefore , in the EEA the vast majority of trucks, buses and trailers  are 
equipped with single -piece wheel s, while  multi -piece wheels are currently used 
only in certain niche applications (such as construction, military and heavy -duty 
off-road vehicles) representing around 2% of the total demand of wheels for 
trucks, buses and trailers .34 
3.1.3.1.  The Notifying Party's view  
(44) The Notifying Party submits that single -piece and multi -piece wheels should be 
regarded as forming part of a single product market  as:  
(a) From a  demand -side perspective, multi -piece and single -piece  wheels are 
substitutes for one another in almost all material respects. They are 
manufactured in standard sizes (although in both cases alternative sizes are 
available), they can be used on a variety of commercial vehicles and their 
characteristics as regards payload capacity and durability are broadly the 
same. In a ddition, single -piece wheels and multi -piece wheels are tendered 
for together and supplied to the same customers ; and,  
                                                 
32  Form CO, paragraph 78 . 
33  This is because tubeless tyres offer several advantages over t ube-type tyres as they offer greater 
contact with the ground and more strength and flex ibility, which results in less fuel consumption, less 
ground damage, greater productivity and reduction of the number of times of needing to replace the 
tyre and better comfort as shocks and bumps in the road are better absorbed. See Form CO, paragraph 
142. 
34  Form CO, paragraphs 78 and 142 . 

 
9 (b) From a supply -side perspective, all suppliers of steel wheels for trucks, 
buses and trailers  manufacture both single -piece and multi -piece wheels. 
Only Gianetti does not manufacture multi -piece wheels , however  it does  
offer  multi -piece wheels  […].35 
3.1.3.2.  The Commission's assessment  
(45) For the reasons set out below, the Commission takes the view that  single -piece 
wheels and multi -piece wheels constitute different product markets .36 
(46) First , the production process of multi -piece wheels is significantly different from 
the production process of single -piece  wheels and the two types of wheels cannot 
be manufactured on the same production line .37 
(47) Second , multi -piece steel wheels are significantly heavier and are not weight 
optimised . Therefore OEMs would not install them instead of a single -piece  
wheel .38 
(48) Third , the price of multi -piece wheels is not comparable to that of single -piece 
wheels, the former being  generally more expensive .39 This is  mainly because 
more steel is required  and because the production process of multi -piece wheels is 
more labour intensive .40 
(49) Fourth , multi -piece and single -piece  wheel s differ significantly in their 
underlying technolo gy.41 
(50) Finally , multi -piece and single -piece  wheels are used in different applications  and 
are not substitutable .42 Multi -piece wheels are used on off -road applications  while 
single -piece  wheels are for on -road applications. In this regard, the Notifying 
Party has confirmed that a segmentation based on application, consisting o f 
wheels for specialty vehicles such as agricultur al and construction  vehicles , 
would largely coincide with the multi -piece steel wheels segment.43 
                                                 
35  As explained in footnote  5. 
36  Minutes of conference call with a competitor , 16 January 2018; Minutes of conference call with a 
competitor , 17 January 2018; Minutes of conference call with a customer , 12 December 2017; 
Minutes of conference call with a customer , 7 December 2017.  
37  The Notifying Party has confirmed that multi -piece wheels require up to four parts to be fabricated, 
compared to two parts for a single piece wheel, and as  such four separate production processes are 
needed which leads to higher production costs. The Notifying Party has also confirmed that the 
manufacturing process for multi -piece wheels is more labour int ensive as it involves a large number 
of manual operations compared to the highly automated process for single -piece wheels. See Form 
CO, paragraphs 153 -155. 
38  The Notifying Party has confirmed the difference in terms of weight, as well as the lack of weig ht 
optimisation for multi -piece wheels. See Form CO, paragraph 145 . 
39  Replies to question 26.2 of eQuestionnaire 1 – Customers.  
40  The Notifying Party has confirmed this, see Form CO, paragraph 146 . 
41  Replies to question 26.2 of eQuestionnaire 1 – Customers.  
42  Replies to question 26.3 of eQuestionnaire 1 – Customers.  
43  Form CO, paragraph 78 . 
 
10 3.1.3.3.  Conclusion  
(51) In view of the above, the C ommission considers that single -piece  wheels and 
multi -piece wheels do not belong to the same product market.  
 
(52) In previous decisions regarding automotive components, the Commission has 
defined a delineation  by reference to  the distrib ution channel to which the 
component is supplied, between (i) products for the OEM  market  (which 
encompasses both OEM and OES products ) and (ii) products sold to the IAM .44 
3.1.4.1.  The Notifying Party's view  
(53) The Notifying Party claims that  it is not necessary  to segment by reference to the 
distribution channel t o which the product is supplied, as  wheels for trucks, buses 
and trailers  are particularly durable and their lifecycle typically outlasts the 
lifecycle of the vehicle for which they are produced. As a result,  wheels are 
replaced only in excep tional circumstances, for example following an accident .45  
3.1.4.2.  The Commission's assessment  
(54) The Commission has assessed in previous decisions the relevance of the 
aftermarket in certain durable automotive components and decided that no IAM 
had to be considered  in situations where the product lasts for the lifetime of the 
vehicle.46 
(55) Contrary to wheels for passenger cars which are changed frequently (for instance 
seasonally ) steel wheels  for trucks, buses and trailers  generally outl ast the vehicle 
where they are mounted and are only replaced in exceptional circumstances. In 
the case of the Parties, sales of steel wheels  for trucks, buses and trailers  to the 
IAM  in the EEA  represent a very sma ll share of their sales:  […]% of Gianetti's 
sales and […]% of Mefro Wheels' .47 Steel wheels for trucks, buses and trailers are 
design ed to last for 15-20 years.48   
3.1.4.3.  Conclusion  
(56) However it  is not necessary for the Commission to consider whether the market 
for steel wheels for trucks, buses and trailers  could be further segmented 
according to the distribution channel to which the component is supplied  given 
that the remedies submitted by the Notifying Party  will address any possible 
competition concerns identified by the Commission on all plausible market s.    
                                                 
44  Case No. COMP/M.4456 – Mahle / Dana EPG , paragraph 10 ; Case No. COMP/M.7401 – Blackstone 
/ Alliance BV / Alliance automotive group , paragraph 12; Case No. COMP/M.6319 – Triton / 
Europart , paragraph 18; Case No. COMP/M.6063 – Itochu / Speedy , paragraph 16; Case No. 
COMP/M.6718 – Toyota Tsusho Corporation / CFAO , paragraph 20 . 
45  Form CO, paragraphs 159 and 160 .  
46  Case No. COMP/M.7420 - ZF/TRW , paragraph 36.  
47  Form CO, footnote 71.  
48  Form CO, paragraph 340.  
 
11 3.2. Geographic market definition  
(57) The Commi ssion has in previous decisions considered that the geographic scope 
of the market for the supply of automotive components to the OEM mark et is at 
least EEA -wide.49 
 
(58) The Notifying Party  claim s that  the market concerned is at least EEA -wide in 
scope, but also submits that there are indications that the geographic scope could 
extend beyond the EEA.  
(59) The Notifying Party however submits that for the purpose of the Transaction there 
is no need to reach a definitive conclusion with regard to the geographic market. 
Data is provided on an EEA -wide basis as regards all plausible OEM markets.  
 
(60) The results of  the market  investigation broadly confirm  the Notifying Party's  
claim , both as regards steel wheels for trucks and buses and steel wheels for 
trailers , and as regards single -piece and multi -piece wheels .50  
(61) Customers indicated that tenders for these products are organised at EEA level. 
Certain respondents indicated that their sourcing is centralised on a global level, 
but explained that suppliers can submit bids limited to the geographic areas in 
which they are active, and that the EEA is regarded as one of the regions.51  
(62) Customers responding to the market investigation also indicated  that they source  
the majority of steel wheels (for all type s of vehicles) for their EEA demand from 
plants located in the EEA . However , a proportion of the demand is impo rted from 
plants located in Turkey . In this respect, r espondents to the market investigation 
indicated that more than 60%, and for some respondents more than  90%, of steel 
wheels originate from plants located in the EEA.52  
(63) Customers responding to the marke t investigation also indicated that price and 
non-price consideration s restrict the geographic area of sourcing of steel wheels:  
(64) First , as regards price considerations, customers responding to the market 
investigation indicated that sourcing steel wheels further away tha n the EEA 
would significantly increase transport and logistic costs, thus making the sourcing 
non-competitive ; 
                                                 
49  Case No. COMP/M.7174 - Federal -Mogul Corporation / Honeywell Friction Materials , paragraph 
20; Case No. COMP/M.6183 - Mahle / Behr , paragraph 16; Case No. COMP/M.5862 - Mahle / Behr / 
Behr Industry , June 2010, paragraph 15; Case No. COMP/M.4878 - Continental / Siemens VDO , 
paragraphs 50 -51; Case No. COMP/M.4456 - Mahle / Dana EPG , paragraphs 19 -23; Case No. 
COMP/M.4271 - Daikin / Oyl , October 2006, paragraph 18 . 
50  Minutes of conference call with a customer , 7 December 2017; Minutes of conference call with a 
customer , 15 December 2017; Minutes of conference call with a customer , 4 December 2017; 
Minutes of conference call with a customer , 12 December 2017; Minutes of conference call with a 
customer, 18 December 2017.  
51  Replies to question 45.1 of eQuestionnaire 1 – Customers.  
52  Replies to question 30 of eQuestionnaire  1 – Customers.  
 
12 (65) Second , customers responding to the market investigation indicated that sourcing 
wheels from further away than the EEA and Turkey  would cause potential issues 
in the logistic chain, as it will be more difficult for suppliers to respect delivery 
lead times; and,  
(66) Third, customers responding to the market investigation indicated that suppliers 
outside the EEA (including imports from Turkey) are not currently able to supply 
wheels meeting the requirements of European OEMs. Therefore , OEMs procure 
wheels for their activities in the EEA generally only within the EEA.53 
 
(67) In view  of the results of the market investigation and in line with previous cases, 
the Commission has concluded that the geographic scope of the market of steel 
wheels for trucks, buses and trailers  for OE Ms is EEA -wide .54 This is the case  for 
all types of wheels (multi -piece  and singl e-piece , steel  wheels  for trucks, buses 
and trailers).  
3.3. Conclusion on market definition  
(68) In light of the above,  the Commission considers that the  relevant market s with 
regard to the Transaction are: 
(a) The EEA -wide market for the manufacture and supply of  single–piece 
steel wheels for trucks , buses and trailers for the OEM market  with a 
possible sub -segmentation between a market for trucks/buses and a 
separate market for trailers ; and,  
(b) The EEA -wide market for the manufacture and supply of multi –piece steel 
wheels  for trucks and buses .55  
4. COMPETITIVE  ASSESSMENT  
4.1. Horizontal effects  
 
(69) The Notifying Party claims that the Transaction will not result in a significant 
impediment to effective competition as a result of horizontal non -coordinat ed 
effects on any of the affected markets:  
(70) First , the Transaction will not materially change the competitive dynamics o f the 
market. According to the Notifying Party, the largest customers (i.e., truck and 
bus OEMs) tend to award a significant proportion o f their volume requirements 
(more than 50% and up to 80% of their total requirements) to a single player in 
order to achieve maximum price competition while ensuring security of supply. 
                                                 
53  Replies to question 33 of eQuestionnaire 1 – Customers.  
54  The wheels manufactured in  Turkey for installation on bu ses and trucks in the EEA are fully compliant 
with the technical specification and the quality and design standard applicable in the EEA. Also, these 
wheels are tendered for installation on EEA buses and trucks.  
55  Gianetti does not have sales of multi -piece steel wheels for trailers.  
 
13 Suppliers with the highest levels of capacity must maintain a signific ant “share of 
wallet” of these OEMs in order to cover their costs, and so the largest suppliers 
compete hard to retain volume and increase it where possible. […]. The Notifying 
Party contends that the Transaction will not change this dynamic.  
(71) Second , compe tition from low -cost country suppliers is expected to increase in 
the near future. According to the Notifying Party, [low-cost country suppliers' 
prices are expected to be lower and they are credible competitors] . 
(72) Third , the Notifying Party claims that OEM s have a significant degree of 
countervailing buyer power. This is because demand is concentrated in a small 
number of large, sophisticated purchasers  using a variety of procurement 
strategies to maximise competition between suppliers. According to the Not ifying 
Party , after the Transaction these customers [will retain their ability to switch] . 
 
4.1.2.1.  Horizontal non -coordinated effects: single –piece steel 
wheels for trucks  and buses (and trailers ) 
(a) Market Structure  
(73) Below are  the estimated market shares of the Parties for the supply of  single -piece  
steel wheels  on the overall market of single -piece steel wheels for trucks , buses  
and trailers as well as on the narrower market of steel wheels for trucks and buses  
in the EEA for the p eriod 2014 -2016 : 
Table 1 – EEA -market shares (in volume) –trucks, buses  and trailers , single -piece wheels  
 2014  2015  2016  
Gianetti  [10-20]% [10-20]% [10-20]% 
Mefro Wheels  [50-60]% [50-60]% [40-50]% 
Combined  [60-70]% [60-70]% [50-60]% 
Maxion  [30-40]% [30-40]% [30-40]% 
Others  [0-5]% [0-5]% [5-10]% 
Total  100%  100%  100%  
Source: Form CO  
 
Table 2 – EEA -market shares (in volume)  –trucks and buses, single -piece  wheels  
 2014  2015  2016  
Gianetti  [10-20]% [10-20]% [10-20]% 
Mefro Wheels  [50-60]% [50-60]% [40-50]% 
Combined  [60-70]% [60-70]% [60-70]% 
Maxion  [30-40]% [30-40]% [30-40]% 
Others  [0-5]% [0-5]% [0-5]% 
Total  100%  100%  100%  
Source: Form CO  
 
(74) The Transaction will result in the reduction of competitors on the marke t for 
single -piece steel wheels for trucks and buses from 3 to 2  in the EEA , with the 
only large remaining competitor being Maxion . 
 
14 (b) Competitive assessment  
(75) The following assessment is carried out on the basis of the narrowest plausible 
market , meaning the market for single -piece  steel wheels for trucks and buses.  
However the same conclusions apply to the broader market encompassing single -
piece steel wheels for buses, trucks and trailers . The competitive dynamics on this 
broader market are in fact similar , and the competitive constrain t imposed by the 
additional players appl ies only to the sub -segment of sales to trailer 
manufacturers, which represent s only about  one third of the market.   
(76) The Commission further observes that  the trailer segment accounts for a 
negligible proportion of t he overlap between the Parties ’ activities  given 
Gianetti 's minimal  position in the trailer segment , amounting to only [0-5]%. 
Therefore, the assessment carried out and the conclusion reached below  on the 
market for single -piece steel wheels for trucks and  buses would apply in the same 
manner should the overall market of single -piece steel wheels for trucks, buses 
and trailers  be retained.   
(77) Contrary to the Notifying Party's claim, the Commission takes the view that the 
Transaction will result in a significa nt impediment to effective competition on the 
EEA market for  the production and sale of  single -piece steel wheels for trucks 
and buses  for the reasons set out below .  
(78) First , as indicated above, the  Transaction will result in a reduction of the number 
of suppliers of steel wheels for trucks and buses from three to two. The  
Transaction will also result in the creation of the largest player on the market and 
the reinforcement of Mefro Wheels' existing strong position on the market.   
(79) Second , in consisten cy with the information provided by the Notifying Party, the 
vast majority of customers that respond ed to the market investigation indicated 
that, at least for the most common wheel sizes56, they multisource  and generally 
select  a supplier for the majority of  the supply volume (the main supplier) and a 
supplier for the remaining proportion (the back -up supplier) .57 Those OEMs that 
do not mu ltisource for individual  wheel sizes nonetheless have a global multi -
sourcing strategy.  
(80) The Transaction will therefore eliminate the possibility of OEMs to switch 
suppliers  as OEMs will not have any supplier to switch to . Rather , they will only 
be left with the possibility to allocate volumes between Maxion and the merged 
entity (which, depending on the contract will be main or back -up supplier) , 
thereby limiting their countervailing bargaining power . Indeed, s witching 
supplier s is not immediate but nonetheless possible  and not uncommon in the 
market place , as the market investigation indicated,  and as a result of the 
Transaction  the OEMs will thus be deprived of a tool to react to price increases 
vis-à-vis the ir supplier s: switchi ng or threaten to switch to non -contracted 
                                                 
56  The 22.5"x9" and the 22.5"x11.75" steel wheels are the "industry standard" for the truck/bus and 
trailer wheel respectively. These two wheel sizes are mounted on approximately 70% o f all 
commercial vehicle applications. See Form CO, paragraph 432 . 
57  The Commission understands that the percentage of supply allocated to the main and back -up supplier 
respectively varies on a case -by-case basis.  
 
15 suppliers. As a consequence, the disciplining effect of the OEMs on the merged 
entity will be greatly diminished.  
(81) Third , the response s of the customers contradicted the Notifying Party's claim that 
low-cost countr y suppliers impose a competitive constraint on the EEA  suppliers . 
None of the OEMs responding to the market investigation has in fact qualified 
any low -cost country supplier for the supply of steel wheels for buses and 
trucks.58  
(82) Customers further indicated  that they do not expect the competitive constraint 
imposed by low-cost countries ' producers  to increase in the foreseeable future. 
Only a limited number of OEMs are in the process of qualifying low -cost countr y 
suppliers . In most cases  however  either that  process has failed or the qualification 
process  is not expected  to be successfully carried out before the next 3 to 5 
years.59 
(83) The analysis of the bidding data collected by the Commission in the course of the 
investigation (the "Bidding Data")60 supported these findings. The Bidding Data 
indicate that only the Parties and Maxion compe te on the market for the supply of 
steel wheels for buses and trucks. In fact , in all the tenders recorded the Parties 
and Maxion were shortlisted , while in only two  observation s a low -cost countr y 
supplier was shortlisted. The Bidding Data also indicated that only Maxion and 
the Parties have been allocated volumes  (either as main supplier or back -up 
supplier).  
(84) Fourth , the market investigation indicated that customer s generally consider the 
Parties to be close competitors. The majority of customers in fact  consider 
Maxion as the main player on the EEA market , followed by Mefro Wheels and 
Gianetti. This finding confirms the data provided by the Parties , which indicates 
that in terms of […]. The difference in market share between Gianetti on the one 
hand and Mefro Wheels and Maxion on the other is mainly  due to the difference 
in production capacity. Also, an analysis of the evolution of the market shares 
shows that the vo lumes lost by Mefro Wheels have not only been captured by 
Maxion, but also in an almost equal amount by Gianetti . 
(85) Finally , the investigation indicated that barriers to entry on this market are high, 
the main being the compliance with the technical requirem ents of the OEMs. 
Customers explained that completing the homologation  process is essentia l to be 
able to supply them , and that this process takes a considerable amount of time (in 
excess of 1 -2 years) and a significant investment (in excess of EUR 200 000).  
(86) Barriers to entry are further raised by the fact that the Parties and Maxion are in 
the process of developing lighter steel wheels . A new  entrant on the EEA market 
would not only need to successfully satisfy all the technological and engineering 
                                                 
58  Replies to question 40 of eQuestionnaire 1  – Customers.  
59  Replies to question 41 of eQuestionnaire 1 – Customers .  
60  The Bidding Data has been collected from OEMs and covers tenders for the supply of steel wheels for 
buses and trucks issued in the past 5 years. The Bidding Data i ndicates for each tender separately (i) 
the suppliers that received a request for quotation ("RFQ"), (ii) the suppliers who submitted a bid, (iii) 
the ones that have been shortlisted, (iv) the main supplier selected, (v) the back -up supplier selected 
and ( vi) in some instances, the first runner -up. The Bidding Data do not distinguish between single -
piece and multi -piece wheels.  
 
16 requirements necessary to pass the qualification processes of all the OEMs ; it 
would also have to bridge that R esearch & Development (" R&D ") gap to  become 
a competitive force on the market.  
(87) A significant proportion of customer s indicated that they would not mount a 
heavier steel wheel on their vehicles, and an equivalent proportion indicated that 
it would do so only in case of a significant price di fference. OEMs that indicated 
their openness to mount heavier wheel s however indicated that the additional 
weight they are prepared to accept is in the order of 2 kilograms  at most . The 
market investigation indicated that low -cost countr y suppliers'  wheels  are 
currently more than 2 kilograms heavier than the wheels supplied by EEA 
suppliers  and that the ones under development will most likely not be in that 
weight range  either .  
(88) The Commission therefore understands  that a low -cost country supplier willing t o 
enter the EEA market, further to successfully completing  the qualification 
process, would have to carry out significant R&D effort s to become an effective 
competitive constraint on the market.  
(89) This is further supported by the fact that OEMs did not obser ve any entry  of new 
players on the EEA market for the supply of steel wheels  for trucks and buses  in 
the past 3 to 5 years, nor do they expect entry of new players in the next 3 to 5 
years.61 
(c) Conclusion  
(90) For the reasons set out in paragraphs  (75) to (89) above, and in light of the market 
investigation and of the evidence available to it, the Commission takes the view 
that the Transaction raises serious doubts as to its compatibility with the internal 
market by way of  horizontal non-coordinated effects in respect of  the EEA market 
for the production and sale of  single -piece steel wheels for buses and trucks62. 
 
4.1.2.2.  Horizontal non -coordinated effects: single -piece steel 
wheels for trailers  
(a) Market Structure  
(91) Below are the estimated market shares of the Parties for the supply of single -piece  
steel wheels for trailers in the EEA for the period 2014 -2016:  
  
                                                 
61  Replies to questions 53.1, 53.1.1, 54.1 and 54.1.1 of eQuestionnaire 1 – Customers.  
62  For the reasons stated in paragraphs  (75)and (76) above, this conclusion is also valid for the broader 
market  comprising single -piece steel wheels for trucks, buses and trailers . 
 
17  Table 3 – EEA -market shares (in volume) – trailers, single -piece wheels  
     2014  2015  2016  
Gianetti  [0-5]% [0-5]% [0-5]% 
Mefro Wheels  [50-60]% [40-50]% [40-50]% 
Combined  [50-60]% [40-50]% [40-50]% 
Maxion  [30-40]% [30-40]% [40-50]% 
Others  [10-20]% [10-20]% [10-20]% 
Total  100%  100%  100%  
Source: Form CO  
(92) Gianetti is not active in the supply of multi -piece wheels for trailers, and therefore 
the Transaction does not generate an overlap on that market.  
(b) Competitive  assessment  
(93) For the reasons set out below, the Commission takes the view that the Transaction 
will not result in a significant impediment of effective competition on the EEA 
market for single -piece  steel wheels for trailers.  
(94) First , the increment brought about by the Transaction is limited. Gianetti's market 
share is estimated at [0-5]% in each of the  past three years […].63 The 
Commission therefore takes the view that the Transaction will not significantly 
alter the competitive structure of the market.  
(95) Second , the market investigation indicated that on the market for the manufacture 
and sale of single -piece steel wheels for trailers , low-cost country producers  do 
impose a competitive constraint.   
(96) Customers responding to the market investigation explained that steel wheels for 
trailers have to comply with different, less stringent, technical requirements , and 
that low cost countr y suppliers are able to actively supply them in the EEA.  This 
is reflected in the structure of the market , as almost 20% of the supply ( under the 
heading "others") comes from low -cost countr y suppliers.  
(97) Third , the barriers to entry in this market are relatively low. A side from the less 
stringent  and easier -to-meet  technical requirements, the market investigation 
indicated that steel wheels for trailers are heavier  and OEMs and end customers 
are more concerned about the price rather  than the weight. In that respect, 
therefore, low-cost countr y supplier s would not need to overcome the further 
barrier constituted by the R&D  gap to develop a lighter wheel.  
(98) This conclusion is further supported by the fact that customers i ndicated that they 
observed entry of new players, precisely from low -cost countries, in the past 5 
years and are expecting new low -cost countr y suppliers to enter the market in the 
next 3 to 5 years.64 
                                                 
63  Gianetti's prospective market share in steel wheels for trailers in the EEA is estimated to be [0-10]% 
in 2017, [0-10]% in 2018 and [0-10]% in 2019 (Form CO, table 15).  
64  Replies of qu estions 53.2, 53.2.1, 54.2 and 54.2.1 of eQuestionnaire 1 – Customers.  
 
18 (c) Conclusion  
(99) In light of the above, the Commission takes the view that the Transaction does not 
raise  serious doubts as to its compatibility with the internal market in respect of  
the EEA market for the production and sale of single -piece  steel wheels for 
trailers.  
4.1.2.3.  Horizontal non -coordinated effects: multi -piece steel 
wheels for trucks and buses  
(a) Market Structure  
(100)  Below are the estimated market shares of the Parties for the supply of multi -piece 
steel wheels for trucks and buses in the EEA for the period 2014 -2016:  
Table 4 – EEA -market shares (in volume) – trucks and buses, multi -piece wheels  
 2014  2015  2016  
Gianetti  [10-20]% [20-30]% [20-30]% 
Mefro Wheels  [20-30]% [20-30]% [20-30]% 
Combined  [40-50]% [40-50]% [40-50]% 
Maxion  [60-70]% [50-60]% [50-60]% 
Others  [0-5]% [0-5]% [0-5]% 
Total  100%  100%  100%  
Source: Form CO  
 
(101)  The Commission observes that sales of multi -piece steel wheels for trucks and 
buses in the EEA are limited, amounting to approximately 110 000 wheels in 
2016.65  
(b) Competitive assessment  
(102)  For the reasons below, the Commission takes the view that the  Proposed  
Transaction will result in a significant impediment to effective competition on the 
EEA market for  the production and sale of multi -piece  steel wheels for trucks and 
buses . 
(103)  As evidenced in Table 4 above, the  Proposed  Transaction will result in the 
reduction of suppliers from three to two. Differently from the market for single -
piece steel wheels for buses and trucks, however, on this market Maxion is, and 
will remain post Transaction, the market leader while the merged entity will 
become the second player. No other competitor has been observed.  
(104)  Apart  from this difference in the market structure, the assessment carried out 
above in relation to single -piece steel wheels for trucks and buses does  not 
materially differ and applies thus to the market for the manufacture and sale of 
multi -piece steel wheels for trucks and buses as well. The Parties in fact are close 
competitors also on this market and the OEMs will be deprived of choice as to 
their suppliers, and therefore – as explained above – their count ervailing 
bargaining power will be significantly diminished.  
                                                 
65  Form CO, table 21.  
 
19 (c) Conclusion  
(105)  For the reasons set out in paragraphs  (100)  to (104)  above, and in light of the 
market investigation and of the evidence available to it, the Commission takes the 
view that the Proposed  Transaction raises serious doubts as to its compatibility 
with the internal market by way of  horizontal non-coordinated effects in respect 
of the EEA market for the production and sale of multi -piece steel wheels  for 
trucks and buses.  
4.2. Coordinated effects : wheels for passenger cars and LCV s 
(106)  As explained above  (see paragraph (10)), Accuride holds a majority share in 
Gianetti ( 80.94 %) while the remaining 19.06 % is owned by MW Italia . Both MW 
Italia  and Mefro Wheels are active in the production and sale of steel wheels for 
passenger cars  ("PC")  and light commercial vehicles ("LCV").  
(107)  In past decisions, the Commission has generally regarded each component to 
constitute a separate product market . Further, the Commission generally 
considered, without however reaching a defi nitive conclusion, that the market for 
each component could be further segmented between PC and LCV.  
(108)  MW Italia  has a share of [20-30]% on the plausible market for the manufacture 
and sale of steel wheels for PC, and [20-30]% on the market for the manufactu re 
and sale of  steel wheels for LCVs, while Mefro Wheels has a share of [10-20]% 
on the market for the manufacture and sale of steel wheels for PCs and of [50-
60]% on the market for the manufacture and sale of steel wheels for LCVs.  
(109)  In its assessment, the Commission has analysed whether the Transaction could 
enable Accuride  and MW Italia  to coordinate their behaviour on those  markets 
because of their joint presence on Gianetti's board. Particularly, the Commission 
has assessed whether its presence on Gianetti's board could allow MW Italia  to 
obtain sensitive information on Mefro Wheels ' competitive behaviour on the 
market for wheels for PCs and LCVs.  
(110)  The Notifying Part y claim s that this scenario is purely speculative as […] MW 
Italia  will not receive any kind of information on its competitive behaviour on the 
market.  
(111)  Post-Transaction, Accuride plans to […]. 
(112)  As regards the information flow,  the Notifying Party claims th at MW Italia  
currently […]. 
(113)  The Commission takes the view that the risk of cooperative effect s of the 
Transaction in relation in particular to the market for the manufacture and sale of 
steel wheels for LCV cannot be excluded. First, this market is a neigh bouring 
market to the markets for steel wheels for heavy commercial vehicles. Second, 
both Mefro Wheels and MW Italia are important competitors on the market for 
the manufacturing and sales of steel wheels for LCVs  with high individual market 
shares of [50-60]% and [20-30]% and a combined market shares of [80-90]% 
which would likely make coordination profitable . Third, the relative turnover of 
Gianetti, which could be used as a vehicle of coordination, is significant in 
relation to the turnover of the paren ts, MW I talia and Accuride .  
 
20 (114)  The Commission however considers that it is not necessary to  conclude whether 
the Transaction raises serious doubts with regard to coo rdinated effects , as in any 
event , as explained in paragraph  (130)  below,  the remedies proposed by the 
Notifying Party will remov e any link with MW Italia and therefore solve any 
possible competition concern s in this respect.  
4.3. Conclusion on the competitive assessment  
(115)  In light of the above , the Commission takes the view that the Transaction raises 
serious doubts as to its compatibility with the internal market as a result of  
horizontal  non-coordinated effects on the following EEA -wide market s: 
(a) Production and sale of single -piece steel wheels for trucks and buses; and,  
(b) Production and sale of multi -piece steel wheels for trucks and buses.  
5. PROPOSED REMEDIES  
(116)  In order to render the concentration compatible with the internal  market, the 
undertakings concerned have m odified the notified concentration by entering into 
the following commitments, which are annexed to this decision and form an 
integral part thereof.  
5.1. Framework for the assessment of the Commitments  
(117)  As background, the following principles, as referred to in  Commission Regulation 
(EC) No 802/2004, and in the Commission Notice on remedies acceptable under 
the Merger Regulation (“the Remedies Notice”)66, notably apply where the parties 
to a merger choose to offer commitments with a view to rendering the 
concentr ation compatible with the internal market.  
(118)  Where the Commission finds that a concentration raises competition concerns in 
that it could significantly impede effective competition, in particular as a result of 
the creation or strengthening  of a dominant pos ition, the Parties may seek to 
modify the concentration in order to resolve the competition concerns and thereby 
gain clearance of their merger.67 
(119)  The Commission only has power to accept commitments that are deemed capable 
of rendering the concentration com patible with the internal market so that they 
will prevent a significant impediment of effective competition in all relevant 
markets where competition concerns were identified.68 To this aim, the 
commitments have to eliminate the competition concerns entire ly69 and have to be 
comprehensive and effective from all points of view.70 
                                                 
66  Commission notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (the “Remedies Notice”), OJ 2008/C 267/01.  
67  Remedies Notice, recital 5 . 
68  Remedies Notice, recital 9 . 
69  See also Case C -202/06 P Cementbouw Handel & Industrie v Commission [2007] ECR 2007 I -
12129, paragraph 54 . 
70  Remedies Notice, recitals 9 and 61 . 
 
21 (120)  In assessing whether the proposed commitments will likely eliminate the 
competition concerns identified, the Commission considers all relevant factors 
including inter alia  the type, s cale and scope of the proposed commitments, 
judged by reference to the structure and particular characteristics of the market.71 
(121)  Commitments in Phase I can only be accepted where the competition concerns are 
readily identifiable and can be easily remedied. The remedies need to be so clear -
cut that it is not necessary to enter into an in -depth investigation as to whether 
they are sufficient to rule out 'serious doubts' within the meaning of Article 
6(1)(c) of the Merger Regulation.72 The commitments must be ca pable of being 
implemented effectively within a short period of time.73 
(122)  In this regard divested activities must consist of a viable business that, if operated 
by a suitable purchaser, can compete effectively with the merged entity on a 
lasting basis and tha t is divested as a going concern.74  
(123)  It is against this background that the Commission assessed the viability, the 
workability, the effectiveness and the ability of the proposed commitments to 
entirely eliminate the competition concerns identified.  
5.2. Procedu re 
(124)  To remedy the serious doubts identified following the phase I  market 
investigation, the Notifying Party formally proposed commitments on 16 March 
2018 ("the Commitments").  
(125)  The results of the market test were positive  in that most respondents agreed that 
the Commitments would remedy the Commission's serious doubts.  
(126)  The Commission informed the Parties of the outcome of the market test during a 
conference call on 16 April 201 8.  
(127)  Following this feedback the text of the commitment s was amended and finally 
filed on 20 April 201 8. 
5.3. Description of the Commitments  
(128)  The Commitments proposed by the Notifying Party consist of the divestiture of 
Gianetti as a fully operational stand -alone legal entity (the " Divestment 
Business ").  
(129)  The Divest ment Business operates one single plant in the North of Italy, which 
will be fully transferred , with all assets, personnel, licenses and contracts . All the 
customers and suppliers' contracts are in the name of the Divestment Business and 
will be transferre d to the buyer.75 
                                                 
71  Remedies Notice, recital 12 . 
72  Remedies Notice, recital 81 . 
73  Remedies Notice, recital 9 . 
74  Remedies Notice, recital 23 . 
75  This with t he exception of two servicing contracts that have been put in place by Accuride globally 
and concern (i) […]. However, for those services it would be possible for the purchaser to directly 
 
 
22 (130)  Accuride currently owns 80.94% of Gianetti's share capital, the remaining 
19.06 % is owned by MW Italia . The shareholder agreement entered into by and 
between Accuride and MW Italia  grant ed the latter a right of first refusal in the 
event o f sale of Accuride's share to a third party.  This right was however waived 
by MW Italia prior to notification. The shareholders agreement also includes a 
drag and tag along right in case of a sale of Accuride's share to third parties. On 
this basis Accurid e will be divesting 100% of the Divestment Business.  
(131)  The Notifying Party submits that t he C ommitment s would entirely eliminate all 
overlap s, as Accuride is active in the EEA vi a the Divestment Business only, 
therefore removing any competition concern raised by the Transaction.  
(132)  The Notifying Party submits that the Divestment Business is a viable and 
competitive business. It includes all business activities and related assets for the 
manufacturing and sale of steel wheels (single -piece and multi -piece)76 for trucks, 
buses and trailers  that will enable it to continue operating and competing post -
divestment.  It will also allow for a swift divestment process that can be 
implemented within a short time period.  
(133)  Moreover, the Notifying Party has explained that Gianetti was acquired in 
November 2015 and it entered into a commitment with the seller ( MW Italia ) to 
carry out investments of EUR […] over the following three years. As a result, a 
number of operational improvements have been performed resulting in higher  
levels of productivity and profitability of the plant. Further, the Notifying Party 
has committed to implement the remaining investments that are still pending from 
those committed before 30 June 2018.77 These investments will improve the 
competitiveness a s well as the attractiveness of the Divestment Business for 
suitable purchasers.  
(134)  The Notifying Party has also committed to sell the Divestment Business to a 
suitable purchaser, defined as (i) indepen dent from any of the Parties, (ii) having 
the necessary f inancial stability and proven expertise to manage the Divestment 
Business, and (iii) unlikely to raise prima facie  competition concerns.78 
(135)  In addition the Notifying Party has  entered into related commitments, inter alia , a 
hold-separate obligation and the a ppointment of a monitoring trustee to ensure the 
continued viability and competitiveness of the Divestment Business and 
compliance of the Notifying Party with the Commitments .79 
(136)  In parallel to the market test, the Notifying Party initiated the sales procedure of 
the Divestment Business and received a number of letters of interest from 
interested potential buyers.  
                                                                                                                                                 
enter into supply arrangements to cover the same products and services for the Divestment Business, 
either with the same suppliers or with alternative providers. In any case, Accuride has also committed  
to use its best efforts to assist the  Purchaser in negotiating competitive terms […]. (Paragraph 2(c) of 
the Schedule to the Commitments).  
76  Gianetti does not manufacture multi -piece steel wheels but procures them from a third -party supplier 
and sells them to its customers.  
77  Clause 6(c) of the Commitments . 
78  Section D of the Commitments . 
79  Section E of the Commitments . 
 
23 6. ASSESSMENT OF THE PRO POSED REMEDIES  
(137)  The Commission launched the market test of the Commitments proposed by the 
Notifying Party on 26 March 2018 with customers and 9 April 2018 with 
potential purchasers. T he results of the market test  indicated  that the divestment 
of the Gianetti  Divestment Business  to a suitable  purcha ser is sufficient  to remove 
the competition concerns raised by the Proposed  Transaction.  
(138)  The vast majority of respondents to the market test confirmed that the 
Commitments would remove competition concerns on the market s for single -
piece  and multi -piece  steel wheels for trucks and buses  as well as  on the overall 
market for single -piece steel wheels for trucks, buses and trailers .80 
(139)  The Divestment Business has also come about  as a viable undertaking that will 
continue to be a competitive force on the market  post-divestment  and that will 
allow the new purchaser to reach customers effectively.  Moreover, n one of the 
replies raised  any substantive issue or identified risks in the divestment that could 
threaten t he viability of the Divestment Business.81 The replies also showed that 
there are no third party rights or other decisive elements that would be necessary 
for the Divestment Business to be competitive.82 
(140)  One respondent indicated concerns with regard to the customers approving the 
transfer of the Div estment Business, […].83  
(141)  The Commission however considers that it does not significantly threaten the 
viability of the Divestment Business.  
(142)  First , the Commission notes that […].84  
(143)  Second , Accuride has agreed to commit to use it best efforts to […].85  
(144)  Third, even if Volvo […], it would not cause significant harm to the Divestment 
Business so as to threaten its viability […].86 […].87 
(145)  Fourth , the vast majority of customers that replied to the market test stated that 
[…],88 which contributes to preserving its profitability and viability post 
divestment, as well as its attractiveness for potential purchasers.  
(146)  The market test  further  confirmed that the Divestment Business is an attractive 
business that can capture interest fro m suitable purchasers.89 Those purchasers, 
complying with the relevant criteria of financial stability and expertise, would be 
                                                 
80  Replies to questions 1 to 1.4 of eQuestionnaire 1 – Customers – Remedies and questions 1 to 1.4 of 
Quest ionnaire 2 – Competitors – Remedies.  
81  Replies to questions 2 to 4.2 of eQuestionnaire 1 – Customers – Remedies.  
82  Replies to questions 4 and 4.1 of eQuestionnaire 2 – Competitors – Remedies.  
83  Replies to questions 3.1 and 5 of eQuestionnaire 2 – Compet itors – Remedies.  
84  […]. 
85   Section C, p aragrap h 6(d) of the Commi tments.  
86  Reply to question 3 of RFI 3 – Parties.  
87  Form CO, table 26 . 
88  Replies to questions 13 to 14.1 of eQuestionnaire 1 – Customers – Remedies.  
89  Replies to questions 7, 7.1, 15 and 15.1 of eQuestionnaire 2 – Competitors – Remedies.  
 
24 in a position to be an effective force able to compete against the combined entity 
post-Transaction in the EEA in the market s for steel wheels for trucks  and 
buses.90  
(147)  Concerning suitable purchasers  more precisely, r eplies to the market test 
nevertheless reflect ed that the purchaser should have  previous experience in the 
automotive sector, although not necessarily in the manufacturing  of wheels : 
experience as regards other automotive components would be sufficient. When 
asked which companies could be suitable suppliers, replies show ed a wide variety 
of possibilities, including producers of different automotive components, steel or 
alum inium producers or financial investors with experience  in the sector .91 
(148)  The Commission communicated to the Notifying Party the feedback concerning 
the nature of a suitable purchaser. Accordingly, the Notifying Party modified the 
text of the Commitments to e nsure that a financial investor could  only be 
considered a suitable purchaser to the extent that it has previous experience in the 
automotive sector.92  
(149)  The proposed Commitments eliminate entirely the competition concerns 
identified given they will remove the complete overlap between the Parties ’ 
activities . They are also comprehensive and effective, and capable of being 
implemented in a short period of time due to the lack of risks or difficulties 
involved.  
(150)  Finally, s ince there is sufficient interest of p otentially suitable buyers  as prove n 
by the results of the market test as well as  the interest show n to the Notifying 
Party in the sale process ,93 and given the likely absence of implementation risks, 
an upfront buyer setting does not appear appropriate.  
(151)  For the reasons outlined above, the Commitments entered into by the 
undertakings concerned are sufficient to eliminate the serious doubts as to the 
compatibility of the transaction with the internal  market.  
(152)  The Commitments in Section  B of the Annex constitut e conditions attached to 
this decision, as only through full compliance therewith can the structural changes 
in the relevant markets be achieved. The other commitments set out in the Annex 
constitute obligations, as they concern the implementing steps whic h are 
necessary to achieve the modifications sought in a manner compatible with the 
internal market.  
 
 
 
                                                 
90  Replies to questions 5 to 6.4.1  of eQuestionnaire 1 – Customers – Remedies. For the reasons outlined 
in paragraphs  (75) and (76) the same applies to the broader market comprising single -piece steel 
wheels for trucks, buses and trailers . 
91  Replies to questions 7 to 12 of eQuestionnaire 1 – Customers – Remedies and replies to questions 8 to 
13 of eQuestionnaire 2 – Competitors – Remedies.  
92   Section D, paragrap h 14(c) o f the Commitments.  
93  According to the Notifying P arty, […]. 
 
25 7. CONCLUSION  
(153)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the Commitments and to declare it compa tible with the 
internal market and with the functioning of the EEA Agreement, subject to full 
compliance with the conditions in section B  of the Commitments annexed to the 
present decision and with the obligations contained  in the other sections of the 
said commitments. This decision is adopted in application of Article 6(1)(b) in 
conjunction with Article 6(2) of the Merger Regulation  and Article 57 of the EEA 
Agreement . 
For the Commission  
 
 
(Signed)  
Phil HOGAN   
Member of the Commission
 
  
CASE M.8652 – ACCURIDE / MEFRO WHEELS  
COMMITMENTS TO THE EUROPEAN COMMISSION  
 
Pursuant  to Article 6(2) of Council Regulation (EC) No. 139/2004 (the “ Merger 
Regulation ”), Accuride Corporation (the “ Notifying Party ”) hereby enters into the 
following Commitments (the “ Commitments ”) vis -à-vis the European Commission (the 
“Commission ”) with a vi ew to rendering the acquisition of mefro wheels GmbH by 
Accuride (the “ Concentration ”) compatible with the internal market and the functioning 
of the EEA Agreement.  
This text shall be interpreted in light of the Commission’s decision pursuant to Article 
6(1)(b) of the Merger Regulation to declare the Concentration compatible with the 
internal market and the functioning of the EEA Agreement (the “ Decision ”), in the 
general framework  of European Union law, in particular in light of the Merger 
Regulation, and by reference to the Commission Notice on remedies acceptable under 
Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 
802/2004 (the “ Remedies Notice ”). 
 
Section A.  Definitions  
1 For the purpose of the Commitments, the following terms  shall have the 
following meaning:  
Affiliated Undertakings : undertakings controlled by the Parties and/or by the 
ultimate parents of the Parties, whereby the notion of control shall be interpreted 
pursuant to Article 3 of the Merger Regulation and in light  of the Commission 
Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004 
on the control of concentrations between undertakings (the “ Consolidated 
Jurisdictional Notice ”). 
Accuride : Accuride Corporation, incorporated under the laws of  the State of 
Delaware, with principal office at 7140 Office Circle, Evansville, IN 47715, 
USA, US Tax identification number 611109077.  
Assets : the assets that contribute to the current operation or are necessary to 
ensure the viability and competitiveness of the Divestment Business as indicated 
in Section B, paragraph 5 (a), (b) and (c) and described more in detail in the 
Schedule.  
Closing : the transfer of the legal title to the Divestment Business to the 
Purchaser.  
Closing Period : the period of […] from the approval of the Purchaser and the 
terms of sale by the Commission.  
Confidential Information : any business secrets, know -how, commercial 
information, or any other information of a proprietary nature that is not in the 
public domain.  
Conflict of Interest : any conflict of interest that im pairs the Trustee's objectivity 
and independence in discharging its duties under the Commitments.  
 
 27 Divestment Business : Accuride’s 80.1% equity interest in the business or 
businesses as defined in Section B and in the Schedule which the Notifying Party 
comm its to divest.  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved 
by the Commission and appointed by Accuride and who has/have received from 
Accuride the exclusive Trustee Mandate to sell the Divestment Business to a 
Purchaser at no minimum price.  
Effective Date : the date of adoption of the Decision.  
First Divestiture Period : the period of […] from the Effective Date.  
Hold Separate Manager : the person appointed by Accuride for the Divestment 
Business to manage the day -to-day bu siness under the supervision of the 
Monitoring Trustee.  
Key Personnel : all personnel necessary to maintain the viability and 
competitiveness of the Divestment Business, as listed in Annex 2 , including the 
Hold Separate Manager.  
Monitoring Trustee : one or more natural or legal person(s) who is/are approved 
by the Commission and appointed by Accuride, and who has/have the duty to 
monitor Accuride’s compliance with the conditions and obligations attached to 
the Decision.  
Parties : the Notifying Party and the u ndertaking that is the target of the 
concentration.  
Personnel : all staff currently employed by the Divestment Business, including 
staff seconded to the Divestment Business, shared personnel as well as the 
additional personnel listed in Annex 1 . 
Purchaser : the entity approved by the Commission as acquirer of the Divestment 
Business in accordance with the criteria set out in Section D.  
Purchaser Criteria : the criteria laid down in paragraph 14 of these 
Commitments that the Purchaser must fulfil in order to be approved by the 
Commission.  
Schedule: the schedule to these Commitments describing more in detail the 
Divestment Business.  
Trustee(s) : the Monitor ing Trustee and/or the Divestiture Trustee as the case may 
be. 
Trustee Divestiture Period : the period of […] from the end of the First 
Divestiture Period.  
 
Section B.  The commitment to divest and the Divestment Business  
 
Commitment to divest  
2 In order to maintain effective competition, accuride commits to divest, or procure 
the divestiture of the divestment business by the end of the trustee divestiture 
period as a going concern to a purchaser and on terms of sale approved by the 
commission in accordance with the procedure described in paragraph 15 of these 
commitments. To carry out the divestiture, accuride commits to find a purchaser 
 
 28 and to enter into a final binding sale and purchase agreement for the sale of the 
divestment business within the first divestiture period. […] if accuride has not 
entered into such an agreement at the end of the first divestiture period, accuride 
shall grant the divestiture trustee an exclusive mandate to sell the divestment 
business in accordance with the  procedure described in paragraph 0 in the trustee 
divestiture period.  
3 Accuride shall be deemed to have complied with this commitment if:  
 
 
4 In order to maintain the structural effect of the Commitments, the Notifying Party 
shall, for a period of 10 years after Closing, not acquire, whether directly or 
indirectly, the possibility of exercising influence (as defined in paragraph 43 of 
the Remedies Notice, footnote 3) over the whole or part of the Divestment 
Business, unless, following the submission of a reasoned request from the 
Notifying Party showing good cause and accompanied by a report from the 
Monitoring Trustee (as provide d in paragraph 41 of these Commitments), the 
Commission finds that the structure of the market has changed to such an extent 
that the absence of in fluence over the Divestment Business is no longer necessary 
to render the proposed concentration compatible with the internal market.  
Structure and definition of the Divestment Business  
5 The Divestment Business consists of the legal entity Gianetti Ruote S. r.l. and its 
business as further defined below. The legal structure in which that entity sits is 
set out in Annex 3 and its legal and functional structure as operated to date is 
described in the Schedule. The Divestment Business, described in more detail i n 
the Schedule, includes all assets and staff that contribute to the current operation 
or are necessary to ensure the viability and competitiveness of the Divestment 
Business, in particular:  
 
 
 
 
  
 
 29 Section C.  Related commitments  
Preservation of viability, marketability and competitiveness  
6 From the Effective Date until Closing, the Notifying Party shall preserve or 
procure the preservation of the eco nomic viability, marketability and 
competitiveness of the Divestment Business, in accordance with good business 
practice, and shall minimise as far as possible any risk of loss of competitive 
potential of the Divestment Business. In particular Accuride und ertakes:  
 
 
 
 
 
Hold -separate obligations  
7 The Notifying Party commits, from the Effective Date until Closing, to keep the 
Divestment Business separate from the businesses it is retaining and to ensure 
that unless explicitly permitted under these Commitments: (i) management and 
staff of the businesses retained by Accuride have no involvement in the 
Divestment Business; (ii) the Key Personnel and Personnel of the Divestment 
Business have no involvement in any  business retained by Accuride and do not 
report to any individual outside the Divestment Business.  
8 Until Closing, Accuride shall assist the Monitoring Trustee in ensuring that the 
Divestment Business is managed as a distinct and saleable entity separate f rom 
the businesses which Accuride is retaining. Immediately after the adoption of the 
Decision, Accuride shall appoint a Hold Separate Manager. The Hold Separate 
Manager, who shall be part of the Key Personnel, shall manage the Divestment 
Business independ ently and in the best interest of the business with a view to 
ensuring its continued economic viability, marketability and competitiveness and 
its independence from the businesses retained by Accuride. The Hold Separate 
Manager shall closely cooperate with  and report to the Monitoring Trustee and, if 
 
 30 applicable, the Divestiture Trustee. Any replacement of the Hold Separate 
Manager shall be subject to the procedure laid down in paragraph 6(e) 6(e) of 
these Commitments. The Commission may, after having heard Accuride, require 
Accuride to replace the Hold Separate Manager.  
Ring -fencing  
9 Accuride shall implement, or procure to implement, all necessary measures to  
ensure that it does not, after Effective Date, obtain any Confidential Information 
relating to the Divestment Business and that any such Confidential Information 
obtained by Accuride before the Effective Date will be eliminated and not be used 
by Accuride . This includes measures vis -à-vis Accuride’s appointees on the 
supervisory board and/or board of directors of the Divestment Business. In 
particular, the participation of the Divestment Business in any central information 
technology network shall be sever ed to the extent possible, without 
compromising the viability of the Divestment Business. Accuride may obtain or 
keep information relating to the Divestment Business which is reasonably 
necessary for the divestiture of the Divestment Business or the disclo sure of 
which to Accuride is required by law.  
Non-solicitation clause  
10 The Parties undertake, subject to customary limitations, not to solicit, and to 
procure that Affiliated Undertakings do not solicit, the Key Personnel transferred 
with the Divestment Bus iness for a period of two years after Closing.  
Due diligence  
11 In order to enable potential purchasers to carry out a reasonable due diligence of 
the Divestment Business, Accuride shall, subject to customary confidentiality 
assurances and dependent on the s tage of the divestiture process:  
 
 
Reporting  
12 Accuride shall submit written reports in English on potential purchasers of the 
Divestment Business and developments in the negotiations with such potential 
purchasers to the Commission and the Monitoring Trustee no later than 10 days 
after the e nd of every month following the Effective Date (or otherwise at the 
Commission’s request). Accuride shall submit a list of all potential purchasers 
having expressed interest in acquiring the Divestment Business to the 
Commission at each and every stage of the divestiture process, as well as a copy 
of all the offers made by potential purchasers within five days of their receipt.  
13 Accuride shall inform the Commission and the Monitoring Trustee on the 
preparation of the data room documentation and the due dilig ence procedure and 
shall submit a copy of any information memorandum to the Commission and the 
Monitoring Trustee before sending the memorandum out to potential purchasers.  
 
 
 31 Section D.  The Purchaser  
14 In order to be approved by the Commission, the Purchaser must fulfil the 
following criteria:  
 
 
 
15 The final binding sale and purchase agreement (as well as ancillary agreements) 
relating to the d ivestment of the Divestment Business shall be conditional on the 
Commission’s approval. When Accuride has reached an agreement with a 
purchaser, it shall submit a fully documented and reasoned proposal, including a 
copy of the final agreement(s), within on e week to the Commission and the 
Monitoring Trustee. Accuride must be able to demonstrate to the Commission 
that the purchaser fulfils the Purchaser Criteria, and that the Divestment Business 
is being sold in a manner consistent with the Commission’s Decis ion and the 
Commitments. For the approval, the Commission shall verify that the purchaser 
fulfils the Purchaser Criteria and that the Divestment Business is being sold in a 
manner consistent with the Commitments including their objective to bring about 
a lasting structural change in the market. The Commission may approve the sale 
of the Divestment Business without one or more Assets or parts of the Personnel, 
or by substituting one or more Assets or parts of the Personnel with one or more 
different assets o r different personnel, if this does not affect the viability and 
competitiveness of the Divestment Business after the sale, taking account of the 
proposed purchaser.  
  
 
 32 Section E.  Trustee  
(I) Appointment procedure  
16 Accuride shall appoint a Monitoring Trustee to carry out the functions specified 
in these Commitments for a Monitoring Trustee. Accuride commits not to close 
the Concentration before the appointment of a Monitoring Trustee.  
17 If Accuride has not entered into a binding sale and purchase agreement regardin g 
the Divestment Business one month before the end of the First Divestiture Period 
or if the Commission has rejected a purchaser proposed by Accuride at that time 
or thereafter, Accuride shall appoint a Divestiture Trustee. The appointment of 
the Divestitu re Trustee shall take effect upon the commencement of the Trustee 
Divestiture Period.  
18 The Trustee shall:  
 
 
 
19 The Trustee shall be remunerated by the Notifying Party in a way that does not 
impede the inde pendent and effective fulfilment of its mandate. In particular, 
where the remuneration package of a Divestiture Trustee includes a success 
premium linked to the final sale value of the Divestment Business, such success 
premium may only be earned if the div estiture takes place within the Trustee 
Divestiture Period.  
Proposal by Accuride  
20 No later than two weeks after the Effective Date, Accuride shall submit the name 
or names of one or more natural or legal persons whom Accuride proposes to 
appoint as the Moni toring Trustee to the Commission for approval. No later than 
one month before the end of the First Divestiture Period or on request by the 
Commission, Accuride shall submit a list of one or more persons whom Accuride 
proposes to appoint as Divestiture Trus tee to the Commission for approval. The 
proposal shall contain sufficient information for the Commission to verify that the 
person or persons proposed as Trustee fulfil the requirements set out in paragraph 
18 and shall include:  
 
 

 
 33 
 
 
Approv al or rejection by the Commission  
21 The Commission shall have the discretion to approve or reject the proposed 
Trustee(s) and to approve the proposed mandate subject to any modifications it 
deems necessary for the Trustee to fulfil its obligations. If only o ne name is 
approved, Accuride shall appoint or cause to be appointed the person or persons 
concerned as Trustee, in accordance with the mandate approved by the 
Commission. If more than one name is approved, Accuride shall be free to choose 
the Trustee to b e appointed from among the names approved. The Trustee shall 
be appointed within one week of the Commission’s approval, in accordance with 
the mandate approved by the Commission.  
New proposal by Accuride  
22 If all the proposed Trustees are rejected, Accuride shall submit the names of at 
least two more natural or legal persons within one week of being informed of the 
rejection, in accordance with paragraphs 16 and 21 of these Commitments.  
Trustee nominated by the Commission  
23 If all further proposed Trustees are rejected by the Commission, the Commission 
shall nominate a Trustee, whom Accuride shall appoint, or cause to be appointed, 
in accordance with a trustee mandate approved by the Commission.  
(II) Functions of the Trustee  
24 The Trustee shall assume its specified duties and obligations in order to ensure 
compliance with the Commitments.  The Commission may, on its own initiative 
or at the request of the Trustee or Accuride, give any orders or instructions to the 
Trustee in order to ensure compliance with the conditions and obligations 
attached to th e Decision.  
Duties and obligations of the Monitoring Trustee  
25 The Monitoring Trustee shall:  
(i) propose in its first report to the Commission a detailed work plan 
describing how it intends to monitor compliance with the obligations and 
conditions attached to th e Decision.  
(ii) oversee, in close co -operation with the Hold Separate Manager, the on -
going management of the Divestment Business with a view to ensuring its 
continued economic viability, marketability and competitiveness and 
monitor compliance by Accuride wit h the conditions and obligations 
attached to the Decision.  To that end the Monitoring Trustee shall:  
(a) monitor the preservation of the economic viability, marketability 
and competitiveness of the Divestment Business, and the keeping 
separate of the Divestme nt Business from the business retained by 
 
 34 the Parties, in accordance with paragraphs 6 and 7 of the 
Commitments;  
(b) supervise the management of the Divestment Business as a distinct 
and saleable entity, in accordance with paragraph 8 of these 
Commitments;  
(c) with respect to Confidential Information:  
 determine all necessary measures to ensure that Accuride 
does not after the Effective Date obtain any Confidential 
Information relating to the Divest ment Business,  
 in particular strive for the severing of the Divestment 
Business’ participation in a central information technology 
network to the extent possible, without compromising the 
viability of the Divestment Business,  
 make sure that any Confidential Information relating to the 
Divestment Business obtained by Accuride before the 
Effective Date is eliminated and will not be used by 
Accuride; and  
 decide whether such information may be disclosed to or 
kept by Accuride as the disclosure is rea sonably necessary 
to allow Accuride to carry out the divestiture or as the 
disclosure is required by law;  
(d) monitor the splitting of assets and the allocation of Personnel 
between the Divestment Business and Accuride or Affiliated 
Undertakings;  
(iii) propose to Ac curide such measures as the Monitoring Trustee considers 
necessary to ensure Accuride’s compliance with the conditions and 
obligations attached to the Decision, in particular the maintenance of the 
full economic viability, marketability or competitiveness of the 
Divestment Business, the holding separate of the Divestment Business and 
the non -disclosure of competitively sensitive information;  
(iv) review and assess potential purchasers as well as the progress of the 
divestiture process and verify that, dependent on the stage of the 
divestiture process:  
(a) potential purchasers receive sufficient and correct information 
relating to the Divestment Business and the Personnel in particular 
by reviewing, if available, the data room documentation, the 
information memorandum  and the due diligence process, and  
(b) potential purchasers are granted reasonable access to the 
Personnel;  
(v) act as a contact point for any requests by third parties, in particular 
potential purchasers, in relation to the Commitments;  
 
 35 (vi) provide to the Commission , sending Accuride a non -confidential copy at 
the same time, a written report within 15 days after the end of every 
month that shall cover the operation and management of the Divestment 
Business as well as the splitting of assets and the allocation of Pers onnel 
so that the Commission can assess whether the business is held in a 
manner consistent with the Commitments and the progress of the 
divestiture process as well as potential purchasers;  
(vii) promptly report in writing to the Commission, sending Accuride a n on-
confidential copy at the same time, if it concludes on reasonable grounds 
that Accuride is failing to comply with these Commitments;  
(viii) within one week after receipt of the documented proposal referred to in 
paragraph 15 of these Commitments, submit to the Commission, sending 
Accuride a non -confidential copy at the same time, a reasoned opinion as 
to the suitability and independence of the proposed pu rchaser and the 
viability of the Divestment Business after the Sale and as to whether the 
Divestment Business is sold in a manner consistent with the conditions 
and obligations attached to the Decision, in particular, if relevant, whether 
the Sale of the D ivestment Business without one or more Assets or not all 
of the Personnel affects the viability of the Divestment Business after the 
sale, taking account of the proposed purchaser;  
(ix) assume the other functions assigned to the Monitoring Trustee under the 
conditions and obligations attached to the Decision.  
26 If the Monitoring and Divestiture Trustee are not the same legal or natural person, 
the Monitoring Trustee and the Divestiture Trustee shall cooperate closely with 
each other during and for the purpose of t he preparation of the Trustee Divestiture 
Period in order to facilitate each other's tasks.  
Duties and obligations of the Divestiture Trustee  
27 Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no 
minimum price the Divestment Busin ess to a purchaser, provided that the 
Commission has approved both the purchaser and the final binding sale and 
purchase agreement (and ancillary agreements) as in line with the Commission's 
Decision and the Commitments in accordance with paragraphs 14 and 15 of these 
Commitments. The Divestiture Trustee shall include in the sale and purchase 
agreement (as well as in any ancillary agreements) such terms and conditions as it 
considers appropriate for an expedient sale in the Trustee Divestiture Period. In 
particular, the Divestiture Trustee may include in the sale and purchase agreement 
such customary representations and warranties and indemnities as are reasonably 
required to effect the sale. The Divestiture Trustee shall protect the legitimate 
financial intere sts of Accuride, subject to Accuride’s unconditional obligation to 
divest at no minimum price in the Trustee Divestiture Period.  
 
 36 28 In the Trustee Divestiture Period (or otherwise at the Commission’s request), the 
Divestiture Trustee shall provide the Commiss ion with a comprehensive monthly 
report written in English on the progress of the divestiture process. Such reports 
shall be submitted within 15 days after the end of every month with a 
simultaneous copy to the Monitoring Trustee and a non -confidential cop y to 
Accuride.  
(III) Duties and obligations of the Parties  
29 Accuride shall provide and shall cause its advisors to provide the Trustee with all 
such co -operation, assistance and information as the Trustee may reasonably 
require to perform its tasks. The Trustee s hall have full and complete access to 
any of Accuride’s or the Divestment Business’ books, records, documents, 
management or other personnel, facilities, sites and technical information 
necessary for fulfilling its duties under the Commitments and Accuride  and the 
Divestment Business shall provide the Trustee upon request with copies of any 
document. Accuride and the Divestment Business shall make available to the 
Trustee one or more offices on their premises and shall be available for meetings 
in order to provide the Trustee with all information necessary for the performance 
of its tasks.  
30 Accuride shall provide the Monitoring Trustee with all managerial and 
administrative support that it may reasonably request on behalf of the 
management of the Divestment B usiness. This shall include all administrative 
support functions relating to the Divestment Business which are currently carried 
out at headquarters level. Accuride shall provide and shall cause its advisors to 
provide the Monitoring Trustee, on request, w ith the information submitted to 
potential purchasers, in particular give the Monitoring Trustee access to the data 
room documentation and all other information granted to potential purchasers in 
the due diligence procedure. Accuride shall inform the Monit oring Trustee on 
possible purchasers, submit lists of potential purchasers at each stage of the 
selection process, including the offers made by potential purchasers at those 
stages, and keep the Monitoring Trustee informed of all developments in the 
divest iture process.  
31 Accuride shall grant or procure Affiliated Undertakings to grant comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee to effect the sale 
(including ancillary agreements), the Closing and all actions and declarations 
which the Divestiture Trustee considers necessary or appropriate to achieve the 
sale and the Closing, including the appointment of advisors to assist with the sale 
process. Upon request of the Divestiture Trustee, Accuride shall cause the 
documents required for effecting the sale and the Closing to be duly executed.  
32 Accuride shall indemnify the Trustee and its employees and agents (each an 
“Indemnified Party”) and hold each Indemnified Party harmless against, and 
hereby agrees that an Indemnified Party shall have no liability to Accuride for any 
liabilities arising out of the performance of the Trustee’s duties under the 
Commitments, except to the extent that such liabilities result from the willful 
default, recklessness, gross negligence or bad faith of the T rustee, its employees, 
agents or advisors.  
33 At the expense of Accuride, the Trustee may appoint advisors (in particular for 
corporate finance or legal advice), subject to Accuride’s approval (this approval 
 
 37 not to be unreasonably withheld or delayed) if the Trustee considers the 
appointment of such advisors necessary or appropriate for the performance of its 
duties and obligations under the Mandate, provided that any fees and other 
expenses incurred by the Trustee are reasonable. Should Accuride refuse to 
approve the advisors proposed by the Trustee the Commission may approve the 
appointment of such advisors instead, after having heard Accuride.  Only the 
Trustee shall be entitled to issue instructions to the advisors.  Paragraph 32 of 
these Commitments shall apply mutatis mutandis. In the Trustee Divestiture 
Period, the Divestiture Trustee may use advisors who served Accuride during the 
Divestiture Perio d if the Divestiture Trustee considers this in the best interest of 
an expedient sale.  
34 Accuride agrees that the Commission may share Confidential Information 
proprietary to Accuride with the Trustee. The Trustee shall not disclose such 
information and the principles contained in Article 17(1) and (2) of the Merger 
Regulation apply mutatis mutandis.  
35 Accuride agrees that the contact details of the Monitoring Trustee are published 
on the website of the Commission's Directorate -General for Competition and they 
shall inform interested third parties, in particular any potential purchasers, of the 
identity and the tasks of the Monitoring Trustee.  
36 For a period of 10 years from the Effective Date the Commission may request all 
information from the Parties that is rea sonably necessary to monitor the effective 
implementation of these Commitments.  
(IV) Replacement, discharge and reappointment of the Trustee  
37 If the Trustee ceases to perform its functions under the Commitments or for any 
other good cause, including the exposure  of the Trustee to a Conflict of Interest:  
 
 
38 If the Trustee is removed according to paragraph 37 of these Commitments, the 
Trustee may be required to continue in its function until a new Trust ee is in place 
to whom the Trustee has effected a full hand over of all relevant information. The 
new Trustee shall be appointed in accordance with the procedure referred to in 
paragraphs 16-23 of these Commitments.  
39 Unless removed according to paragraph 37 of these Commitments, the Trustee 
shall cease to act as Trustee only after the Commission has discharged it from its 
duties after all the Commitments with which the Trustee has been ent rusted have 
been implemented. However, the Commission may at any time require the 
reappointment of the Monitoring Trustee if it subsequently appears that the 
relevant remedies might not have been fully and properly implemented.  
Section F.  The review clause  
40 The Commission may extend the time periods foreseen in the Commitments in 
response to a request from Accuride or, in appropriate cases, on its own initiative. 
 
 38 Where Accuride requests an extension of a time period, it shall submit a reasoned 
request to the  Commission no later than one month before the expiry of that 
period, showing good cause. This request shall be accompanied by a report from 
the Monitoring Trustee, who shall, at the same time send a non -confidential copy 
of the report to Accuride. Only in  exceptional circumstances shall Accuride be 
entitled to request an extension within the last month of any period.  
41 The Commission may further, in response to a reasoned request from Accuride 
showing good cause waive, modify or substitute, in exceptional ci rcumstances, 
one or more of the undertakings in these Commitments. This request shall be 
accompanied by a report from the Monitoring Trustee, who shall, at the same 
time send a non -confidential copy of the report to Accuride. The request shall not 
have the  effect of suspending the application of the undertaking and, in particular, 
of suspending the expiry of any time period in which the undertaking has to be 
complied with.  
Section G.  Entry into force  
42 The Commitments shall take effect upon the date of adopti on of the Decision . 
 
 
……………………………………  
duly authorised for and on behalf of  
Accuride Corporation  
 
  
 
 39 SCHEDULE  
1. The Divestment Business as operated to date is comprised of a single legal entity, 
Gianetti Ruote S.r.l. The legal structure in which that entity sits is set out in 
Annex 3. Functionally, the Divestment Business is structured in accordance with 
the organisation of the personnel as set out in Annex 1.  
2. In accordance with paragraph 5 of these Commitments, the Divestment Business 
includes:  
(a) the following main tangible assets:  
 the Gianetti manufacturing facility at Via Stabilimenti, 31, 20816 
Ceriano Laghetto MB, Italy (the “Gianetti Facility”) and t he real estate 
on which the Gianetti Facility is located, which includes the associated 
storage/warehousing and administrative offices; and  
 all products, parts, supplies, materials and other inventories to the 
extent used or held for the Divestment Busines s. 
(b) the following main intangible assets:  
All IP rights used by the Divestment Business as listed in Annex 4 and 
know -how relating to the manufacture of the Divestment Business’s 
products and the manufacturing processes used (including in respect of 
pipeli ne products). The relevant know -how is embodied in design history 
files, technical files, drawings, product specifications, manufacturing 
process descriptions, and quality control standards.  
(c) the following main contracts, agreements, leases, commitments and  
understandings:  
 Accuride commits to procure the continuation of all the following 
agreements […]: 
 […]; 
 Accuride commits to also use its best efforts to, at the Purchaser’s 
request:  
 […]; 
 […] 
(d) the following customer, credit and other records:  
Gianetti’s exi sting customer, credit and other records relating to the 
Divestment Business and its products.  
(e) the following Personnel:  
All personnel currently working in the Divestment Business, as listed in 
Annex 1 . As at 22 January 2018, these include [100-200] employees, 
 
 40 all based at the Gianetti Facility, […] 
 
(f) the following Key Personnel:  
All key personnel currently working in the Divestment Business, as listed 
in Annex 2 .  
 
 41 Annexes  
[CONFIDENTIAL]